Service Agreement - Consulting

CONSULTING SERVICES AGREEMENT

TABLE OF CONTENTS

1. Document Header
   1A. Pre-Execution Jurisdiction and Deal-Structure Checklist

2. Definitions

3. Engagement; Scope of Services
4. Term; Termination
5. Compensation; Invoicing; Taxes
6. Performance Standards; Deliverables
7. Intellectual Property
8. Confidential Information & Data Security
9. Representations & Warranties
10. Covenants & Compliance
11. Default & Remedies

12. Risk Allocation
    12.1 Mutual Indemnification
    12.2 Limitation of Liability
    12.3 Insurance Requirements
    12.4 Force Majeure

13. Dispute Resolution
    13.1 Governing Law
    13.2 Forum Selection
    13.3 Optional Arbitration
    13.4 Jury Trial Waiver
    13.5 Injunctive Relief

14. General Provisions

15. Execution Block

1. DOCUMENT HEADER

CONSULTING SERVICES AGREEMENT (this “Agreement”) is made and entered into as of [Effective Date] (the “Effective Date”) by and between [Full Legal Name of Consultant], a [State] [entity type] with its principal place of business at [Address] (“Consultant”), and [Full Legal Name of Client], a [State] [entity type] with its principal place of business at [Address] (“Client”). Consultant and Client are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Client desires to engage Consultant to perform certain professional consulting services on the terms and conditions set forth herein.
B. Consultant is willing and qualified to perform such services under the terms of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

PRE-EXECUTION JURISDICTION AND DEAL-STRUCTURE CHECKLIST

Complete this checklist before execution and revise the Agreement consistently:

☐ Governing law selected: [________________________________]

☐ Litigation forum and venue selected: [________________________________]

☐ Consultant's actual worker-classification status reviewed under every applicable federal, state, and local test

☐ Professional or occupational licensing requirements reviewed for the Services

☐ Sales, use, gross-receipts, and similar tax treatment reviewed for the Services and Deliverables

☐ Privacy, cybersecurity, breach-notification, and data-processing duties reviewed for the data involved

☐ Confidentiality and trade-secret provisions conformed to applicable law

☐ Any non-solicitation restriction reviewed and approved for the selected jurisdiction

☐ Arbitration, jury-waiver, attorney-fee, liability-cap, indemnity, and injunction provisions reviewed for enforceability

☐ Client and Consultant pre-existing intellectual property identified in Exhibit C

This universal form does not supply a state-law safe harbor. The selected jurisdiction may restrict or invalidate provisions that are lawful elsewhere.

2. DEFINITIONS

“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.

“Applicable Law” means any federal, state, provincial, local, or foreign constitution, treaty, statute, law, regulation, ordinance, rule, judgment, order, decree, permit, license, or governmental requirement applicable to a Party or this Agreement.

“Confidential Information” has the meaning set forth in Section 8.1.

“Deliverables” means all reports, analyses, software, work product, or other materials delivered or to be delivered by Consultant to Client pursuant to this Agreement, including all drafts and interim materials.

“Force Majeure Event” has the meaning set forth in Section 12.4.

“Indemnified Party” and “Indemnifying Party” each have the meaning set forth in Section 12.1(a).

“Services” means the consulting services described in the Statement of Work attached hereto as Exhibit A (the “SOW”), and any additional services agreed upon in writing by the Parties pursuant to Section 3.2.

“Term” has the meaning set forth in Section 4.1.

3. ENGAGEMENT; SCOPE OF SERVICES

3.1 Engagement. Client hereby engages Consultant, and Consultant hereby accepts such engagement, to perform the Services in accordance with this Agreement and the SOW.

3.2 Changes to Scope. Any material change to the Services, Deliverables, schedule, or fees must be set forth in a written change order executed by both Parties (each, a “Change Order”).

3.3 Independent Contractor; Actual Relationship Controls. The Parties intend an independent-contractor relationship. Consultant controls the manner and means of performing the Services, subject to the SOW's required results, deadlines, security controls, and acceptance criteria. Consultant has no authority to bind Client except as expressly stated in a signed writing. The Parties acknowledge that this label does not override applicable classification law; for federal FICA purposes, 26 U.S.C. § 3121(d)(2) looks to the usual common-law rules, and other federal, state, or local laws may apply different tests. If the actual relationship is classified as employment, the Parties shall comply with the resulting wage, tax, benefit, insurance, and other nonwaivable duties.

4. TERM; TERMINATION

4.1 Term. The term of this Agreement commences on the Effective Date and continues until the earlier of (a) completion and acceptance of the Services and Deliverables, or (b) termination in accordance with this Section 4 (the “Term”).

4.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW for any reason upon [30] days’ prior written notice to the other Party.

4.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:
(a) materially breaches this Agreement and fails to cure such breach within [10] days after receiving written notice thereof; or
(b) becomes insolvent, admits inability to pay debts as they mature, or seeks protection under any bankruptcy or insolvency law.

4.4 Effect of Termination. Upon expiration or termination of this Agreement:
(a) Consultant shall cease all performance, deliver to Client all Deliverables (completed or in progress), and return or destroy Client’s Confidential Information per Section 8.5;
(b) Client shall pay Consultant all undisputed fees and reimbursable expenses accrued through the effective date of termination; and
(c) Sections 2, 6, 8, 9, 10, 11, 12, 13, 14, and 15 shall survive.

5. COMPENSATION; INVOICING; TAXES

5.1 Fees. Client shall pay Consultant the fees set forth in the SOW (the “Fees”). Unless otherwise stated, Fees are based on time and materials at the rates specified therein.

5.2 Expenses. Client shall reimburse Consultant for pre-approved, reasonable out-of-pocket expenses incurred in performing the Services, provided Consultant supplies receipts or reasonable documentation.

5.3 Invoicing; Payment Terms. Consultant shall invoice Client [monthly in arrears]. Client shall pay undisputed amounts within [30] days of the invoice date. Late payments accrue interest at [1.0%] per month or the maximum rate permitted by Applicable Law, whichever is less.

5.4 Taxes. Fees are exclusive of sales, use, value-added, gross-receipts, or similar transaction taxes that Consultant is legally required to collect from Client. Consultant shall separately state any collected tax on the invoice. Client is not responsible for taxes imposed on Consultant's net income, payroll, property, or business privilege unless Applicable Law expressly shifts that tax. Each Party remains responsible for its own filing, withholding, reporting, and payment obligations.

6. PERFORMANCE STANDARDS; DELIVERABLES

6.1 Professional Standards. Consultant shall perform the Services (a) in a professional and workmanlike manner consistent with industry standards, and (b) in compliance with Applicable Law.

6.2 Acceptance. Deliverables are deemed accepted unless Client provides written notice of material non-conformity within [10] business days of receipt, describing the non-conformity with reasonable specificity. Consultant shall use commercially reasonable efforts to cure such non-conformity within [10] business days, after which Deliverables shall be re-submitted for acceptance.

7. INTELLECTUAL PROPERTY

7.1 Pre-Existing Materials. Each Party retains all right, title, and interest in and to materials, software, data, or technology owned or licensed by such Party prior to the Effective Date (“Pre-Existing Materials”).

7.2 Work Product; Present Assignment. Effective automatically upon Client's full and final payment of the applicable Fees, Consultant hereby assigns to Client all right, title, and interest in the Deliverables, excluding Consultant's Pre-Existing Materials and Reserved IP. To the extent the transferred rights include copyright ownership, this signed Agreement is intended as the written instrument of conveyance required by 17 U.S.C. § 204(a). Consultant shall execute reasonable further documents needed to confirm the transfer. Consultant grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, distribute, display, perform, and create derivative works from Consultant's Pre-Existing Materials and generic skills, know-how, or methodologies (“Reserved IP”) solely as incorporated in or necessary to use the Deliverables. Exhibit C must identify material Pre-Existing Materials; unidentified third-party materials remain subject to their own license terms.

7.3 Trademarks. Neither Party may use the other Party’s trademarks, service marks, or logos without prior written consent.

8. CONFIDENTIAL INFORMATION & DATA SECURITY

8.1 Definition. “Confidential Information” means all non-public information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is marked as confidential or that a reasonable person should understand is confidential given its nature and the circumstances of disclosure.

8.2 Obligations. Receiving Party shall: (a) protect Confidential Information using the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) use Confidential Information solely to perform or enforce this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

8.3 Exclusions. Confidential Information excludes information that: (a) is or becomes publicly available through no fault of Receiving Party; (b) was rightfully in Receiving Party’s possession without obligation of confidentiality prior to disclosure; (c) is independently developed by Receiving Party without use of or reference to the Confidential Information; or (d) is required to be disclosed by law or court order, provided Receiving Party gives prompt notice and cooperates in any effort to limit disclosure.

8.4 Data Security. Consultant shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data from unauthorized access, use, or disclosure.

8.5 Return or Destruction. Upon written request or termination, Receiving Party shall return or destroy the Disclosing Party's Confidential Information, except for copies retained in routine backups or as required by Applicable Law. Any retained information remains subject to this Section 8 for as long as it is retained. Receiving Party shall certify completion upon request.

9. REPRESENTATIONS & WARRANTIES

9.1 Mutual Representations. Each Party represents and warrants that:
(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;
(b) It has full power and authority to enter into and perform this Agreement; and
(c) It intends this Agreement to create binding contractual obligations, subject to Applicable Law and generally applicable defenses and equitable principles.

9.2 Consultant Warranties. Consultant further represents and warrants that:
(a) The Services and Deliverables will materially conform to the requirements set forth in the SOW;
(b) Consultant will not knowingly infringe any third-party intellectual property rights in performing the Services; and
(c) Consultant and its personnel possess the requisite skill, experience, and qualifications to perform the Services.

9.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, AND EACH PARTY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9.4 Survival. The representations and warranties in this Section 9 survive for [12] months after termination of this Agreement.

10. COVENANTS & COMPLIANCE

10.1 Compliance with Law. Each Party shall comply with all Applicable Law in connection with this Agreement, including export controls, anti-corruption, and data protection laws.

10.2 Optional Non-Solicitation. ☐ Include ☐ Omit. If included and enforceable under the selected law, during the Term and for [____] months thereafter, neither Party shall directly solicit for employment a then-current employee of the other Party with whom it had material contact through the Services. General advertisements, unsolicited applications, recruiter searches not targeted at the other Party, and hiring after the individual's employment has ended are excluded. Delete this section unless counsel confirms its scope and duration are lawful in the selected jurisdiction.

10.3 Notice of Certain Events. Each Party shall promptly notify the other of any event which may materially impair its ability to perform its obligations hereunder.

11. DEFAULT & REMEDIES

11.1 Events of Default. An “Event of Default” occurs if a Party:
(a) fails to pay any undisputed amount when due and does not cure within [10] days after written notice;
(b) materially breaches any non-payment obligation and fails to cure within [30] days after written notice; or
(c) experiences an insolvency event described in Section 4.3(b).

11.2 Remedies. Upon an Event of Default, in addition to any other right or remedy available at law or in equity, the non-defaulting Party may:
(a) suspend performance;
(b) terminate this Agreement per Section 4.3; and/or
(c) pursue damages, specific performance, or injunctive relief as appropriate.

11.3 Optional Attorney Fees. ☐ Include ☐ Omit. If included and permitted by Applicable Law, the substantially prevailing Party in an action to enforce this Agreement may recover reasonable attorney fees and allowable costs as determined by the court or arbitrator.

12. RISK ALLOCATION

12.1 Mutual Indemnification

(a) Indemnification. Each Party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party and its Affiliates, and their respective officers, directors, employees, and agents (collectively, the “Indemnified Party”) from and against any third-party claims, demands, suits, or proceedings (“Claims”) arising out of or relating to:
(i) bodily injury or property damage caused by the Indemnifying Party’s negligence or willful misconduct;
(ii) the Indemnifying Party’s breach of its representations, warranties, or covenants under this Agreement; or
(iii) the Indemnifying Party’s violation of Applicable Law.

(b) IP Infringement by Consultant. Consultant further indemnifies Client for Claims alleging that the Services or Deliverables infringe any U.S. patent, copyright, or trademark.

(c) Procedures. The Indemnified Party shall: (1) promptly notify the Indemnifying Party of the Claim; (2) grant sole control of the defense and settlement to the Indemnifying Party; and (3) reasonably cooperate, at the Indemnifying Party’s expense, in the defense. The Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written consent unless it unconditionally releases the Indemnified Party of all liability.

12.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR (a) A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS, (b) ITS INDEMNIFICATION OBLIGATIONS, (c) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (d) LIABILITY THAT CANNOT LAWFULLY BE LIMITED, NEITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED [THE GREATER OF (i) $____ OR (ii) ____ TIMES THE TOTAL FEES PAID OR PAYABLE TO CONSULTANT UNDER THIS AGREEMENT]. SUBJECT TO THE SAME LIMITATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

12.3 Insurance Requirements

Consultant shall, at its own expense, maintain during the Term (a) Commercial General Liability insurance with limits of at least [$1,000,000] per occurrence and [$2,000,000] aggregate, (b) Professional Liability (Errors & Omissions) insurance with limits of at least [$1,000,000] per claim, and (c) where applicable, workers’ compensation insurance as required by Applicable Law. Upon request, Consultant shall furnish certificates of insurance evidencing such coverage.

12.4 Force Majeure

Neither Party is liable for delay or failure to perform due to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, pandemic, or any other cause beyond its reasonable control (“Force Majeure Event”), provided the affected Party gives prompt notice and uses diligent efforts to resume performance.

13. DISPUTE RESOLUTION

13.1 Governing Law

This Agreement and any dispute arising out of or relating hereto shall be governed by and construed in accordance with the laws of the [State of New York | State of Delaware | State of California | Commonwealth of Massachusetts | insert other jurisdiction], without regard to its conflict of laws rules.

The Parties must replace the bracketed alternatives with one jurisdiction and confirm that the choice is permitted for the transaction and the Parties involved.

13.2 Forum Selection

Subject to Section 13.3, the Parties consent to the exclusive jurisdiction of the state and federal courts located in [County, State] for any litigation arising out of or relating to this Agreement, and waive any objection to venue or forum non conveniens.

13.3 Optional Arbitration

☐ Include this Section 13.3 ☐ Omit this Section 13.3

(a) To the extent permitted by Applicable Law, any dispute not resolved through good-faith negotiations within [30] days shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect on the date of this Agreement. The Parties intend this written provision, for a transaction involving commerce, to be governed by 9 U.S.C. § 2 where applicable. Nothing in this section overrides nonwaivable law.
(b) The arbitration shall be conducted by [one/three] arbitrator(s) in [City, State]. The Parties agree that judgment may be entered on the award, consistent with 9 U.S.C. § 9 where applicable, in [identify court or courts].
(c) Notwithstanding the foregoing, either Party may seek preliminary injunctive relief in any court of competent jurisdiction pending final resolution of the dispute.

13.4 Jury Trial Waiver

☐ Include this Section 13.4 after jurisdiction-specific review ☐ Omit this Section 13.4

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES A JURY TRIAL IN AN ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT SOME JURISDICTIONS IMPOSE SPECIAL REQUIREMENTS OR DO NOT ENFORCE PREDISPUTE CONTRACTUAL JURY WAIVERS.

Consultant Initials: [____] Client Initials: [____]

13.5 Injunctive Relief

Each Party acknowledges that a breach of Sections 7 or 8 may cause harm for which monetary damages may be inadequate. The non-breaching Party may request temporary, preliminary, or permanent injunctive relief in addition to other available remedies. The court retains authority to determine whether the legal and equitable requirements are satisfied and whether a bond or other security is required.

14. GENERAL PROVISIONS

14.1 Amendment; Waiver. No amendment or modification of this Agreement is effective unless in writing and signed by both Parties. No waiver is effective unless in writing and signed by the Party against whom enforcement is sought.

14.2 Assignment. Neither Party may assign or delegate this Agreement, in whole or in part, without the prior written consent of the other Party, except to a successor in connection with a merger, consolidation, or sale of substantially all assets, provided the assignee assumes all obligations hereunder. Any purported assignment in violation of this Section 14.2 is void.

14.3 Successors and Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

14.4 Severability; Reformation. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force. The Parties agree to replace any invalid provision with a valid provision that most nearly achieves the original intent.

14.5 Entire Agreement. This Agreement, together with the SOW, exhibits, and any Change Orders, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, proposals, or communications, whether oral or written, relating to its subject matter.

14.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. For a transaction in or affecting interstate or foreign commerce, 15 U.S.C. § 7001(a) provides that a contract or signature may not be denied legal effect solely because it is electronic; subsection (b) preserves other legal requirements and does not require a person to accept electronic records or signatures. Subject to Applicable Law and the Parties' consent, facsimile, PDF, and electronic-signature counterparts may be used to execute this Agreement.

14.7 Notices. All notices required or permitted under this Agreement must be in writing and delivered (a) by hand with receipt, (b) by certified mail (return receipt requested), (c) by nationally-recognized overnight courier (signature required), or (d) by email with confirmation of receipt, in each case to the addresses set forth in the signature block or such other address as a Party may designate by notice.

14.8 Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” Ambiguities shall not be construed against the drafting Party.

14.9 No Third-Party Beneficiaries. Except as expressly provided in Section 12.1, nothing in this Agreement confers any rights or remedies upon any person other than the Parties and their respective permitted successors and assigns.

15. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties hereto have caused this Consulting Services Agreement to be executed by their duly authorized representatives as of the Effective Date.

Exhibit A – Statement of Work (SOW)

[PLACEHOLDER: Detailed description of Services, Deliverables, milestones, project schedule, acceptance criteria, Fee schedule, payment milestones, and key personnel.]

Exhibit B – Change Order Template

[Optional placeholder for standardized Change Order form.]

Exhibit C – Pre-Existing and Third-Party Materials

[Identify each Party's pre-existing materials, third-party materials, applicable license terms, and any restrictions on Client's use.]

SOURCES AND REFERENCES

• GovInfo — 17 U.S.C. § 204
• Office of the Law Revision Counsel — 26 U.S.C. § 3121
• GovInfo — 9 U.S.C. § 2
• GovInfo — 9 U.S.C. § 9
• GovInfo — 15 U.S.C. § 7001