CONSULTING SERVICES AGREEMENT
Arkansas Jurisdictional Version
CONSULTING SERVICES AGREEMENT made as of [Effective Date] by and between:
- [Consultant Legal Name] ("Consultant"); and
- [Client Legal Name] ("Client").
1. ENGAGEMENT
Client engages Consultant to perform Services per Exhibit A (SOW).
2. INDEPENDENT CONTRACTOR
Consultant is independent contractor per Arkansas employment law. No employer-employee relationship.
3. TERM AND TERMINATION
3.1 Term
From Effective Date until completion or termination.
3.2 Termination for Convenience
[30] days written notice.
3.3 Termination for Cause
Immediate upon material breach uncured within [10] days.
4. COMPENSATION
4.1 Fees
Per SOW.
4.2 Payment
[30] days from invoice. Late payments: [RATE]% or maximum under Arkansas law (17% per Ark. Code Ann. Section 4-57-104), whichever is less.
4.3 Taxes
Fees exclusive of taxes.
5. DELIVERABLES
Acceptance within [10] business days; cure within [10] business days.
6. INTELLECTUAL PROPERTY
6.1 Work Product
Assigned to Client upon full payment.
6.2 Pre-Existing Materials
Consultant retains ownership; license granted to Client.
7. CONFIDENTIALITY
7.1 Definition
Non-public information; trade secrets per Arkansas Trade Secrets Act (Ark. Code Ann. Section 4-75-601 et seq.).
7.2 Data Breach
Per Arkansas Personal Information Protection Act (Ark. Code Ann. Section 4-110-101 et seq.).
8. WARRANTIES
8.1 Consultant Warranties
Services conform to SOW; no knowing IP infringement.
8.2 Disclaimer
NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS.
9. COVENANTS
9.1 Compliance
Each Party complies with applicable laws.
9.2 Non-Solicitation
[12] months post-termination. Arkansas generally enforces reasonable restrictions.
10. DEFAULT AND REMEDIES
Attorney fees to prevailing party to extent permitted by Arkansas law.
11. INDEMNIFICATION
Mutual indemnification for breaches, negligence, and IP infringement by Consultant.
12. LIMITATION OF LIABILITY
AGGREGATE LIABILITY NOT TO EXCEED [$ OR MULTIPLE OF FEES]. NO CONSEQUENTIAL DAMAGES.
13. INSURANCE
CGL $[1,000,000]; Professional Liability $[1,000,000]; Workers' Comp as required by Arkansas law (Ark. Code Ann. Title 11, Chapter 9).
14. DISPUTE RESOLUTION
14.1 Governing Law
Arkansas law.
14.2 Forum
State and federal courts in Pulaski County, Arkansas.
14.3 Arbitration
[Optional] AAA Commercial Rules in [City], Arkansas.
14.4 Jury Waiver
PARTIES WAIVE JURY TRIAL.
15. GENERAL PROVISIONS
15.1 Electronic Signatures
Per Arkansas UETA (Ark. Code Ann. Section 25-32-101 et seq.).
15.2 Entire Agreement
This Agreement supersedes all prior agreements.
EXECUTION
| CONSULTANT | CLIENT |
|---|---|
| [Consultant Legal Name] | [Client Legal Name] |
| By: ___________________________ | By: ___________________________ |
| Name: _________________________ | Name: _________________________ |
| Title: _________________________ | Title: _________________________ |
| Date: __________________________ | Date: __________________________ |
Exhibit A - Statement of Work
[Details]
Exhibit B - Change Order Template
[Optional]
CHECKLIST
☐ All placeholders completed
☐ SOW attached
☐ Insurance verified
☐ Arkansas-licensed counsel review
☐ Both parties signed