Consulting Services Agreement

CONSULTING SERVICES AGREEMENT

State of Connecticut

---

THIS CONSULTING SERVICES AGREEMENT (this "Agreement") is made and entered into as of the [____] day of [________________], 20[____] (the "Effective Date"), by and between:

CLIENT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: ☐ Individual ☐ Sole Proprietorship ☐ LLC ☐ Corporation ☐ Partnership ☐ Other: [________________]
State of Organization: [________________________________]
Federal Tax ID/EIN: [________________________________]

(hereinafter referred to as "Client")

AND

CONSULTANT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: ☐ Individual ☐ Sole Proprietorship ☐ LLC ☐ Corporation ☐ Partnership ☐ Other: [________________]
State of Organization (if applicable): [________________________________]
Federal Tax ID/EIN or SSN: [________________________________]
Connecticut Business Registration Number (if applicable): [________________________________]

(hereinafter referred to as "Consultant")

Client and Consultant are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

---

RECITALS

WHEREAS, Client desires to engage Consultant to provide certain consulting and professional services as more particularly described herein and in the Statement of Work attached hereto as Exhibit A; and

WHEREAS, Consultant represents that it possesses the necessary qualifications, skills, experience, expertise, and professional licenses (if required) to perform such consulting services in compliance with all applicable laws and professional standards; and

WHEREAS, Consultant desires to provide such consulting services to Client upon the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend to establish an independent contractor relationship and not an employment, partnership, joint venture, or agency relationship;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

---

ARTICLE 1: DEFINITIONS

1.1 "Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means the ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

1.2 "Business Day" means any day other than a Saturday, Sunday, or a day on which banks in the State of Connecticut are authorized or required to close.

1.3 "Change Order" means a written document signed by authorized representatives of both Parties that modifies the scope, schedule, fees, or other terms of a Statement of Work.

1.4 "Confidential Information" means any and all non-public information, in any form or medium, disclosed by either Party to the other Party, whether orally, in writing, electronically, or by inspection, that relates to the disclosing Party's business, products, services, research, development, trade secrets, know-how, personnel, customers, suppliers, vendors, finances, pricing, business strategies, marketing plans, technical data, inventions, processes, or other proprietary matters. Confidential Information includes, without limitation, information that qualifies as a "trade secret" under the Connecticut Uniform Trade Secrets Act (CUTSA), Conn. Gen. Stat. § 35-50 et seq.

1.5 "Deliverables" means any and all work product, reports, analyses, recommendations, assessments, documents, data, software, code, designs, specifications, presentations, inventions, discoveries, improvements, or other materials created, developed, prepared, or produced by Consultant in connection with the performance of the Services, as specified in the applicable Statement of Work.

1.6 "Effective Date" means the date first written above.

1.7 "Intellectual Property" or "Intellectual Property Rights" means all patents, patent applications, copyrights, copyright registrations, trademarks, trademark registrations, service marks, trade names, trade dress, trade secrets, know-how, inventions, discoveries, improvements, ideas, designs, processes, techniques, methodologies, formulae, algorithms, software, databases, and other intellectual property rights, whether registered or unregistered, and all applications for and rights to apply for any of the foregoing, anywhere in the world.

1.8 "Pre-Existing Materials" means any materials, methodologies, tools, templates, frameworks, software, libraries, know-how, techniques, or other intellectual property owned by Consultant prior to the Effective Date or developed by Consultant outside the scope of this Agreement and independently of the Services.

1.9 "Services" means the consulting and professional services to be provided by Consultant as described in Article 2 hereof and in the Statement of Work attached hereto as Exhibit A, including any subsequent Statements of Work executed by the Parties.

1.10 "Statement of Work" or "SOW" means the document attached hereto as Exhibit A, and any subsequent statements of work executed by the Parties pursuant to this Agreement, which describe the specific Services, Deliverables, timelines, milestones, acceptance criteria, and fees applicable to each engagement.

1.11 "Work Product" means all Deliverables, inventions, discoveries, improvements, ideas, concepts, techniques, methods, processes, designs, works of authorship, documentation, and other work product conceived, created, developed, prepared, or reduced to practice by Consultant, solely or jointly with others, in connection with or arising out of the performance of the Services.

---

ARTICLE 2: SCOPE OF SERVICES

2.1 Engagement. Client hereby engages Consultant, and Consultant hereby accepts such engagement, to perform the Services described in the Statement of Work attached hereto as Exhibit A and incorporated herein by reference. The Parties may execute additional Statements of Work from time to time, each of which shall be subject to the terms and conditions of this Agreement.

2.2 Standard of Performance. Consultant shall perform the Services:

(a) In a professional, diligent, workmanlike, and timely manner;

(b) Consistent with the highest standards and practices in Consultant's industry or profession;

(c) In accordance with the specifications, requirements, and timelines set forth in the applicable Statement of Work;

(d) Using personnel with the appropriate skills, training, qualifications, and experience;

(e) In compliance with all applicable federal, state, and local laws, rules, regulations, ordinances, and professional standards, including the laws of the State of Connecticut; and

(f) Free from material defects and errors.

2.3 Service Deliverables. Consultant shall provide the Deliverables specified in each Statement of Work in accordance with the delivery schedule, format requirements, and acceptance criteria set forth therein. Unless otherwise specified, all Deliverables shall be provided in electronic format compatible with Client's systems.

2.4 Additional Services. Any services not specifically described in an executed Statement of Work that Client requests and Consultant agrees to perform shall be documented in a written amendment or new Statement of Work. No additional services shall be performed, and no fees shall be due therefor, unless documented in writing and signed by authorized representatives of both Parties.

2.5 Consultant Personnel.

(a) Consultant shall assign qualified personnel to perform the Services. Key personnel, if designated in the Statement of Work, shall not be removed or replaced without Client's prior written consent.

(b) Client may request replacement of any Consultant personnel who do not perform satisfactorily.

(c) Consultant may, with prior written consent of Client, engage subcontractors, provided that Consultant remains fully responsible for the performance of such subcontractors and ensures they are bound by obligations at least as restrictive as those in this Agreement.

2.6 Client Cooperation and Responsibilities. Client shall:

(a) Provide Consultant with reasonable and timely access to Client's personnel, facilities, systems, information, data, and resources;

(b) Designate a representative to serve as the primary point of contact;

(c) Provide timely decisions, approvals, and feedback;

(d) Ensure that all information and materials provided to Consultant are accurate and complete;

(e) Perform Client responsibilities identified in the Statement of Work in a timely manner.

2.7 Change Orders. Either Party may request changes by submitting a written change order request. No change shall be effective unless documented in a written Change Order signed by both Parties.

2.8 Project Management. Unless otherwise specified, Consultant shall provide regular status reports, promptly notify Client of issues or delays, and participate in project meetings as reasonably requested.

---

ARTICLE 3: TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue for an initial term of [________________] (the "Initial Term"), unless earlier terminated.

☐ No Automatic Renewal: This Agreement shall expire at the end of the Initial Term unless extended in writing.

☐ Automatic Renewal: Following the Initial Term, this Agreement shall automatically renew for successive [________________] periods (each, a "Renewal Term"), unless either Party provides at least [____] days' prior written notice of non-renewal.

3.2 Statement of Work Term. Each Statement of Work shall have its own term. Expiration or termination of a Statement of Work shall not affect the validity of this Agreement or other Statements of Work.

3.3 Termination for Convenience.

(a) Either Party may terminate this Agreement upon [____] days' prior written notice.

(b) Upon termination for convenience by Client, Client shall pay Consultant for all Services satisfactorily performed through the termination date, non-cancelable expenses, and pro-rata portion of prepaid fixed fees for completed work.

3.4 Termination for Cause. Either Party may terminate immediately upon written notice if:

(a) The other Party materially breaches and fails to cure within [____] days of written notice;

(b) The breach is incurable by its nature;

(c) The other Party becomes insolvent, files for bankruptcy, or ceases business operations;

(d) The other Party engages in fraud, gross negligence, or willful misconduct.

3.5 Termination for Non-Payment. Consultant may terminate upon [____] days' written notice if Client fails to pay undisputed amounts within [____] days after written notice.

3.6 Effect of Termination. Upon termination:

(a) Consultant shall cease performing Services;

(b) Consultant shall deliver all completed and partially completed Deliverables, Work Product, Client materials, and Confidential Information within [____] days;

(c) Client shall pay for Services satisfactorily performed;

(d) Each Party shall return or destroy Confidential Information;

(e) Articles 1, 5, 6, 7, 8, 9, 10, and 14 shall survive termination.

3.7 Transition Assistance. Upon Client's request and at Client's expense, Consultant shall provide transition assistance for up to [____] days following termination.

---

ARTICLE 4: COMPENSATION AND PAYMENT TERMS

4.1 Fee Structure. Client shall pay Consultant fees as set forth in the Statement of Work (check all that apply):

☐ Fixed Fee: Total fixed fee of $[________________], payable as follows: [________________________________].

☐ Hourly Rate:

• Senior Consultant/Principal: $[________] per hour
• Consultant: $[________] per hour
• Associate/Analyst: $[________] per hour
• Administrative/Support: $[________] per hour
• Not-to-Exceed Amount: $[________________]

☐ Daily Rate: $[________] per day (minimum [____] hours per day).

☐ Monthly Retainer: $[________] per month for up to [____] hours. Additional hours at $[________] per hour. Unused hours ☐ shall ☐ shall not roll over.

☐ Milestone-Based: Payment upon completion and acceptance of milestones per the SOW.

☐ Value-Based/Success Fee: [________________________________].

4.2 Rate Adjustments. Fee rates remain fixed for the Initial Term. For Renewal Terms, Consultant may increase rates by up to [____]% upon [____] days' written notice.

4.3 Expenses and Reimbursement.

(a) Client shall reimburse reasonable, pre-approved out-of-pocket expenses including travel, lodging, meals, parking, materials, and third-party fees.

(b) Expense Thresholds:

• Up to $[________] individually: No pre-approval required
• Exceeding $[________] individually: Prior written approval required
• Monthly cap: $[________]

(c) Itemized receipts required for expenses exceeding $[____].

4.4 Invoicing.

(a) Consultant shall submit invoices:
☐ Monthly, by the [____] day of the following month
☐ Bi-weekly
☐ Upon completion of each milestone
☐ Upon completion of the Services
☐ Other: [________________________________]

(b) Each invoice shall include invoice number, date, SOW reference, billing period, description of Services, hours (if applicable), expenses, total amount due, and payment instructions.

(c) Invoices submitted to:
Contact: [________________________________]
Email: [________________________________]
Address: [________________________________]

4.5 Payment Terms.

(a) Client shall pay undisputed amounts within [____] days of receipt of a proper invoice.

(b) Payments by:
☐ Check payable to [________________________________]
☐ ACH/Electronic Transfer to:
Bank: [________________________________]
Routing: [________________________________]
Account: [________________________________]
☐ Wire Transfer to: [________________________________]
☐ Credit Card (subject to [____]% processing fee)
☐ Other: [________________________________]

(c) All payments in U.S. Dollars.

4.6 Late Payment Interest. Pursuant to Conn. Gen. Stat. § 37-3a, any amounts not paid when due shall bear interest at the rate of:

☐ Ten percent (10%) per annum (Connecticut statutory rate for commercial contracts under Conn. Gen. Stat. § 37-3a); or

☐ [____]% per annum (as agreed by the Parties, not to exceed the maximum rate permitted by Connecticut law); or

☐ One and one-half percent (1.5%) per month (18% per annum), as agreed by the Parties;

from the due date until paid in full.

Connecticut Law Note: Conn. Gen. Stat. § 37-3a provides that interest at the rate of ten percent (10%) per annum shall be recoverable by the creditor in certain actions including breach of contract. Connecticut does not have a separate general usury statute for commercial transactions, but courts may review contractual interest rates for unconscionability. Parties should verify applicable rates with Connecticut counsel.

4.7 Disputed Invoices. If Client disputes any portion of an invoice, Client shall notify Consultant in writing within [____] days, specify the dispute, and pay all undisputed amounts. The Parties shall resolve disputes within thirty (30) days.

4.8 Taxes.

(a) Consultant is solely responsible for all federal, state, and local taxes, including Connecticut income taxes and self-employment taxes.

(b) Client shall not withhold any taxes from payments to Consultant.

(c) Consultant shall provide IRS Form W-9 upon execution. Client shall issue IRS Form 1099 as required.

(d) Connecticut requires reporting of payments to independent contractors to the Connecticut Department of Revenue Services (DRS).

(e) All fees are exclusive of sales and use taxes unless otherwise specified. Connecticut imposes sales tax on certain services (Conn. Gen. Stat. § 12-407); consult with tax counsel regarding applicability.

4.9 Records and Audit. Consultant shall maintain records for [____] years following termination. Client may audit upon reasonable notice. Overcharges exceeding [____]% shall be reimbursed with reasonable audit costs.

---

ARTICLE 5: CONFIDENTIALITY AND TRADE SECRETS

5.1 Confidentiality Obligations. Each Party agrees to hold in strict confidence all Confidential Information of the other Party, not disclose it to third parties, not use it except for purposes of this Agreement, and take all reasonable precautions to prevent unauthorized disclosure.

5.2 Protective Measures. The Receiving Party shall protect Confidential Information using at least the same degree of care it uses for its own confidential information, but not less than reasonable care. Access shall be limited to personnel with a legitimate need to know who are bound by written confidentiality obligations.

5.3 Exclusions. Confidentiality obligations do not apply to information that: (a) is publicly available without fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession without obligation; (c) is rightfully obtained from a third party without restriction; (d) is independently developed; or (e) is approved for release.

5.4 Required Disclosure. If compelled to disclose, the Receiving Party shall provide prompt notice, cooperate in seeking protective treatment, disclose only the minimum required, and use reasonable efforts to ensure confidential treatment.

5.5 Trade Secrets Under Connecticut Law (CUTSA) (Conn. Gen. Stat. § 35-50 et seq.).

(a) Under CUTSA, a "trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, process, drawing, cost data, or customer list, that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (Conn. Gen. Stat. § 35-51(d));

(b) Connecticut's definition of trade secret is broader than the Uniform Act, specifically including "drawings," "cost data," and "customer lists";

(c) The confidentiality obligations shall continue for as long as such information remains a trade secret;

(d) Remedies under CUTSA include:

• Injunctive relief to prevent actual or threatened misappropriation (Conn. Gen. Stat. § 35-52);
• Compensatory damages for actual loss and unjust enrichment (Conn. Gen. Stat. § 35-53(a));
• Exemplary damages up to twice the compensatory damages for willful and malicious misappropriation, plus reasonable attorneys' fees (Conn. Gen. Stat. § 35-53(b) and § 35-54);

(e) The statute of limitations for CUTSA claims is three (3) years after the misappropriation is discovered or should have been discovered (Conn. Gen. Stat. § 35-55);

(f) CUTSA displaces conflicting tort, restitutionary, and other laws providing civil remedies for misappropriation (Conn. Gen. Stat. § 35-56).

5.6 Return or Destruction of Confidential Information. Upon termination or upon request, the Receiving Party shall return or destroy all Confidential Information and certify compliance in writing.

5.7 Injunctive Relief. The Parties acknowledge that a breach of this Article may cause irreparable harm. The non-breaching Party may seek injunctive relief without proving actual damages.

5.8 Duration of Confidentiality Obligations. Except for trade secrets (protected as long as they remain trade secrets), the confidentiality obligations survive for [____] years after termination.

---

ARTICLE 6: INTELLECTUAL PROPERTY AND WORK PRODUCT

6.1 Ownership of Work Product. All Work Product shall be Client's sole and exclusive property. Consultant irrevocably assigns to Client all right, title, and interest, including all Intellectual Property Rights, free and clear of all encumbrances.

6.2 Work Made for Hire. To the extent Work Product constitutes a "work made for hire" under 17 U.S.C. § 101, Client is the author and owner. To the extent it does not qualify, Consultant irrevocably assigns all copyrights to Client.

6.3 Assignment of Inventions. Consultant assigns to Client all inventions, discoveries, and innovations conceived or developed in connection with the Services or using Client's Confidential Information.

6.4 Further Assurances. Consultant shall execute documents and take actions to perfect Client's ownership, and grants Client an irrevocable power of attorney for such purposes.

6.5 Consultant's Pre-Existing Materials.

(a) Consultant retains rights in Pre-Existing Materials.

(b) To the extent incorporated into Deliverables, Consultant grants Client a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license with sublicense rights.

6.6 Third-Party Materials. Consultant shall not incorporate third-party materials without Client's prior written consent.

6.7 Moral Rights. Consultant waives any moral rights in the Work Product to the extent permitted by law.

6.8 Client Materials. Client retains all rights in materials provided to Consultant.

6.9 Residual Knowledge. Consultant may use general skills and knowledge retained in unaided memory, provided this does not constitute use of Confidential Information or trade secrets.

---

ARTICLE 7: INDEPENDENT CONTRACTOR STATUS

7.1 Independent Contractor Relationship. The relationship between Client and Consultant is that of independent contractor. Nothing herein creates a partnership, joint venture, agency, franchise, or employer-employee relationship.

7.2 Control and Discretion. Consultant has sole control over the manner, means, and methods of performing the Services. Client specifies only the desired results and outcomes.

7.3 Connecticut Independent Contractor Classification -- ABC Test.

IMPORTANT NOTICE: Connecticut applies one of the most stringent independent contractor classification tests in the nation. Misclassification carries severe penalties. This section must be reviewed carefully by Connecticut counsel.

The Parties intend that Consultant shall be classified as an independent contractor under Connecticut law. Connecticut uses the ABC test under Conn. Gen. Stat. § 31-222(a)(1)(B)(ii) for unemployment compensation purposes, and this test has been applied broadly across Connecticut employment law. Under this test, a worker is presumed to be an employee unless the engaging party proves ALL THREE prongs:

(a) Prong A -- Freedom from Control and Direction: The individual is free from control and direction in connection with the performance of the service, both under the contract of service and in fact. In furtherance of this prong:

• Consultant determines when, where, and how Services are performed;
• Client does not set Consultant's work schedule or hours;
• Client does not provide Consultant with instructions on how to perform the Services;
• Client does not require Consultant to attend regular meetings or follow standard operating procedures applicable to Client's employees;
• Consultant uses its own judgment and professional expertise in performing the Services.

(b) Prong B -- Outside Usual Course of Business or Outside All Places of Business: The service is either:
☐ Performed outside the usual course of the business of the employer; OR
☐ Performed outside of all the places of business of the employer.

Connecticut Law Note: This is often the most difficult prong to satisfy. If the consulting services are in the same field as Client's core business operations, Prong B may not be met, even if Consultant performs the work at Consultant's own location. Connecticut courts have interpreted this prong narrowly. See Standard Oil of Connecticut, Inc. v. Administrator, Unemployment Comp. Act, 320 Conn. 611 (2016).

(c) Prong C -- Independently Established Trade, Occupation, or Business: The individual is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as that involved in the service performed. In furtherance of this prong:

• Consultant maintains its own business entity, location, and identity;
• Consultant provides similar services to multiple clients;
• Consultant advertises and holds itself out to the public as providing consulting services;
• Consultant has its own business licenses, insurance, and tax registrations;
• Consultant has made significant investment in its business;
• Consultant has the ability to hire its own employees or subcontractors.

(d) Consequences of Misclassification:

• Under Conn. Gen. Stat. § 31-57f, employers that misclassify employees as independent contractors are subject to penalties including stop-work orders, fines, and potential criminal prosecution;
• Fines of up to $300 per day per misclassified worker may be imposed;
• The Connecticut Department of Labor actively investigates misclassification;
• Client may be liable for unpaid wages, unemployment contributions, workers' compensation premiums, and related penalties and interest.

7.4 No Employee Benefits. Consultant is not entitled to any employee benefits from Client.

7.5 Taxes and Withholding.

(a) Client shall not withhold any taxes from payments to Consultant.

(b) Consultant is solely responsible for all taxes, including federal and Connecticut state income taxes, self-employment taxes, and all required filings with the Connecticut Department of Revenue Services (DRS).

(c) Consultant shall provide IRS Form W-9 upon execution. Client shall issue IRS Form 1099 as required.

(d) Connecticut requires businesses to report payments to independent contractors of $600 or more to the DRS.

(e) Consultant shall indemnify Client from liability arising from misclassification.

7.6 No Authority to Bind. Consultant has no authority to bind Client without prior written consent.

7.7 Consultant's Business Expenses. Consultant is responsible for its own business expenses except for agreed reimbursements.

---

ARTICLE 8: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations and Warranties. Each Party represents and warrants that it is duly organized and in good standing; has full authority to enter into this Agreement; execution has been duly authorized; this Agreement is valid and binding; performance will not violate any law or other agreement; and there is no pending or threatened material litigation.

8.2 Consultant's Representations and Warranties. Consultant represents and warrants: (a) it possesses the necessary qualifications and licenses; (b) Services will be performed in compliance with Connecticut law and industry standards; (c) Work Product will be original and non-infringing; (d) no conflicts with other obligations; (e) it holds all required Connecticut licenses and registrations; and (f) all personnel are legally authorized to work in the United States.

8.3 Warranty Disclaimer. EXCEPT AS EXPRESSLY STATED, NEITHER PARTY MAKES ANY OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.4 Warranty Remedies. If Services or Deliverables do not conform, Consultant shall re-perform, repair, or refund at Client's election. Client must notify within [____] days of discovering non-conformity.

---

ARTICLE 9: INDEMNIFICATION

9.1 Indemnification by Consultant. Consultant shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, and Affiliates from claims arising from: (a) Consultant's breach; (b) Consultant's negligence or willful misconduct; (c) IP infringement claims related to Work Product; (d) misclassification claims; (e) personal injury or property damage; and (f) violation of applicable law.

9.2 Indemnification by Client. Client shall indemnify, defend, and hold harmless Consultant from claims arising from: (a) Client's breach; (b) Client's negligence or willful misconduct; (c) use of Deliverables not contemplated by this Agreement; and (d) claims arising from Client Materials.

9.3 Indemnification Procedures. The indemnified Party shall provide prompt notice, grant sole defense control, and provide reasonable cooperation.

---

ARTICLE 10: LIMITATION OF LIABILITY

10.1 Limitation on Consequential Damages. EXCEPT FOR BREACHES OF ARTICLES 5, 6, 9, AND CLAIMS ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

10.2 Cap on Liability. EXCEPT FOR BREACHES OF ARTICLES 5, 6, 9, AND CLAIMS ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED:

☐ Total fees paid or payable during the [____]-month period preceding the claim; or

☐ $[________________]; or

☐ [____] times fees under the applicable SOW.

10.3 Essential Basis. THE PARTIES ACKNOWLEDGE THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN.

---

ARTICLE 11: INSURANCE

11.1 Required Insurance. Consultant shall maintain throughout the term and for [____] years thereafter:

(a) Commercial General Liability: Minimum $[________________] per occurrence and $[________________] aggregate;

(b) Professional Liability (E&O): Minimum $[________________] per claim and $[________________] aggregate;

(c) Workers' Compensation: As required by Conn. Gen. Stat. § 31-275 et seq. for all Consultant employees. If no employees, Consultant shall provide a written statement;

(d) Commercial Auto Liability: Minimum $[________________] per accident (if applicable);

(e) Cyber Liability/Data Breach Insurance: Minimum $[________________] per occurrence (if applicable).

11.2 Insurance Requirements. Policies issued by companies licensed in Connecticut with A.M. Best rating of A- VII or better. Client named as additional insured on CGL policies. Thirty (30) days' advance notice of cancellation.

11.3 Certificates of Insurance. Provided upon execution and upon each renewal.

---

ARTICLE 12: DATA PROTECTION AND PRIVACY

12.1 Data Protection Obligations. If Consultant accesses or processes personal information, Consultant shall comply with all applicable laws, including Connecticut data breach notification (Conn. Gen. Stat. § 36a-701b) and the Connecticut Data Privacy Act (CTDPA) (Conn. Gen. Stat. § 42-515 et seq.).

12.2 Connecticut Data Breach Notification (Conn. Gen. Stat. § 36a-701b).

(a) Consultant shall notify Client of any actual or suspected data breach within [____] hours of discovery;

(b) Under Conn. Gen. Stat. § 36a-701b, notification to affected Connecticut residents must be made without unreasonable delay, but no later than sixty (60) days from discovery of the breach;

(c) Notice must also be provided to the Connecticut Attorney General no later than the time notice is provided to residents;

(d) If a breach involves a Social Security number or Taxpayer Identification Number, the entity must offer affected residents at least twenty-four (24) months of identity theft prevention services and identity theft mitigation services at no cost;

(e) "Personal information" under Connecticut law includes: first name or first initial and last name combined with Social Security number, driver's license number, state ID number, credit/debit card number, financial account number, passport number, individual taxpayer identification number, medical information, health insurance policy number, or biometric data;

(f) Failure to comply constitutes a violation of the Connecticut Unfair Trade Practices Act (CUTPA), Conn. Gen. Stat. § 42-110a et seq., and may result in civil penalties;

(g) Cybersecurity Safe Harbor: Under Conn. Gen. Stat. § 36a-701b, a covered entity that implements and maintains a cybersecurity program that conforms to an industry recognized security framework may have an affirmative defense to certain data breach claims (effective October 2021).

12.3 Connecticut Data Privacy Act (CTDPA) (Conn. Gen. Stat. § 42-515 et seq.).

(a) The CTDPA, effective July 1, 2023, and substantially amended in 2025, applies to persons that conduct business in Connecticut or produce products or services targeted to Connecticut residents and that during the preceding calendar year either: (i) controlled or processed personal data of 100,000 or more consumers (excluding data processed solely for payment transactions); or (ii) controlled or processed personal data of 25,000 or more consumers and derived more than 25% of gross revenue from the sale of personal data;

(b) If Consultant is a "processor" under the CTDPA, the Parties shall execute a data processing agreement in compliance with Conn. Gen. Stat. § 42-520;

(c) Connecticut consumers have rights to access, correct, delete, and obtain a copy of their personal data, and to opt out of the sale of personal data, targeted advertising, and profiling;

(d) Effective July 1, 2026, controllers must disclose whether they collect, use, or sell personal data for the purpose of training large language models;

(e) Effective July 1, 2026, the processing of minors' personal data for targeted advertising or sale is banned without explicit consent;

(f) The Connecticut Attorney General has exclusive enforcement authority. The Attorney General issued 63 warning letters in 2025 for alleged delay in breach notifications;

(g) CTDPA Enforcement Contact: Connecticut Attorney General's Office, Consumer Protection Division, 165 Capitol Avenue, Hartford, CT 06106; (860) 808-5420.

12.4 Data Security Standards. Consultant shall maintain reasonable safeguards including encryption, access controls, security assessments, employee training, and incident response plans.

12.5 Return or Destruction of Data. Upon termination or Client's request, Consultant shall securely return or destroy all personal information and certify compliance.

---

ARTICLE 13: NON-COMPETITION AND NON-SOLICITATION

CONNECTICUT NON-COMPETE LAW NOTE: Connecticut has been considering significant legislation restricting non-compete agreements. As of the last update, Connecticut enforces non-competes under common law principles, evaluating reasonableness. However, HB 7196 (2025 session) proposed substantial restrictions. Consult Connecticut counsel for the most current status of non-compete legislation.

13.1 Non-Competition. During the term of this Agreement and for a period of [____] months after termination or expiration, Consultant shall not, directly or indirectly:

☐ Provide services substantially similar to the Services to any competitor of Client within the following geographic area: [________________________________]; or

☐ Engage in any business that directly competes with Client's business as described in Exhibit A.

Connecticut Enforceability Standards: Connecticut courts evaluate non-compete agreements using a five-factor reasonableness test: (1) the length of time the restriction operates; (2) the geographical area covered; (3) the fairness of the protection afforded to the employer; (4) the extent of the restraint on the employee's opportunity to pursue the employee's occupation; and (5) the extent of interference with the public's interest. See Robert S. Weiss & Associates, Inc. v. Wiederlight, 208 Conn. 525 (1988). Non-competes are disfavored by Connecticut courts and are strictly construed.

13.2 Consideration. Connecticut requires adequate consideration for a non-compete. For existing relationships, continued engagement alone may constitute sufficient consideration, but additional consideration is recommended. See Rhee Bros., Inc. v. Han, Superior Court, Judicial District of Fairfield at Bridgeport (2018).

13.3 Non-Solicitation of Clients. During the term and for [____] months after termination, Consultant shall not solicit or divert any client or customer of Client with whom Consultant had contact or about whom Consultant received Confidential Information.

13.4 Non-Solicitation of Personnel. During the term and for [____] months after termination, neither Party shall solicit, recruit, or hire any employee or contractor of the other Party involved in the Services, without prior written consent.

13.5 Blue Pencil Provision. If any court determines that any provision of this Article 13 is unreasonable, the Parties agree that the court may reform such provision to the minimum extent necessary to make it enforceable. Connecticut courts have the power to modify overly broad restrictive covenants. See Mattis v. Lally, 138 Conn. 51 (1951).

13.6 Acknowledgments. Consultant acknowledges that the restrictions are reasonable, necessary to protect Client's legitimate interests, and that Consultant has received adequate consideration.

---

ARTICLE 14: DISPUTE RESOLUTION

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to conflict-of-laws principles.

14.2 Informal Resolution. The Parties shall first attempt good faith negotiation. Either Party may initiate by written notice. The Parties shall meet within [____] Business Days and negotiate for at least [____] days.

14.3 Mediation. If unresolved, either Party may initiate mediation:

(a) In [________________], Connecticut;

(b) Before a mutually agreed mediator, or one selected by the AAA;

(c) Under AAA Mediation Rules;

(d) Costs shared equally.

14.4 Arbitration / Litigation.

☐ Arbitration: Binding arbitration under the Connecticut Arbitration Act (Conn. Gen. Stat. § 52-549u et seq.) or AAA Commercial Arbitration Rules, in [________________], Connecticut, before a single arbitrator. The decision shall be final and binding.

☐ Litigation: Suit in state or federal courts in Hartford County, Connecticut. Each Party consents to exclusive jurisdiction and venue.

14.5 Injunctive and Equitable Relief. Either Party may seek injunctive relief from any court of competent jurisdiction without first complying with negotiation or mediation procedures.

14.6 Prevailing Party Attorneys' Fees. The prevailing Party in any action shall be entitled to recover reasonable attorneys' fees and costs.

14.7 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY CONNECTICUT LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

---

ARTICLE 15: GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement, with all Exhibits and SOWs, constitutes the entire agreement and supersedes all prior agreements.

15.2 Amendments. Amendments only by written instrument signed by both Parties.

15.3 Waiver. Waiver only by written instrument. No failure or delay constitutes a waiver.

15.4 Severability. Invalid provisions modified to the minimum extent necessary; remaining provisions continue.

15.5 Assignment. No assignment without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

15.6 Notices. In writing by personal delivery, certified mail, overnight courier, or email with confirmation, to the addresses above.

15.7 Force Majeure. No liability for failure or delay caused by circumstances beyond reasonable control, including acts of God, natural disasters, war, terrorism, epidemics, pandemics, strikes, or government action.

15.8 Counterparts. This Agreement may be executed in counterparts.

15.9 Electronic Signatures. Under the Connecticut Uniform Electronic Transactions Act (Conn. Gen. Stat. § 1-266 et seq.), electronic signatures are legally effective.

15.10 Headings. For convenience only.

15.11 Construction. Construed without presumption against the drafter.

15.12 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their successors and permitted assigns.

---

ARTICLE 16: CONNECTICUT-SPECIFIC PROVISIONS

16.1 Connecticut ABC Test -- Independent Contractor Classification Summary.

Prong	Requirement	Description
A	Freedom from Control	Worker is free from control and direction in performing the service, both under contract and in fact
B	Outside Usual Course or Location	Service is performed outside the usual course of business OR outside all places of business of the employer
C	Independent Business	Worker is customarily engaged in an independently established trade, occupation, or business of the same nature

Key Points:

• ALL THREE prongs must be satisfied for independent contractor status;
• The burden of proof is on the engaging party (Client);
• Prong B is the most commonly failed prong;
• Connecticut courts interpret the ABC test strictly, see Standard Oil of Connecticut, Inc. v. Administrator, 320 Conn. 611 (2016);
• The test applies for unemployment compensation, workers' compensation, and wage-hour purposes.

Relevant Agencies:

• Connecticut Department of Labor (DOL): 200 Folly Brook Blvd., Wethersfield, CT 06109; (860) 263-6000
• Connecticut Department of Revenue Services (DRS): 450 Columbus Blvd., Suite 1, Hartford, CT 06103; (860) 297-5962
• Workers' Compensation Commission: (860) 493-1500

16.2 Connecticut Non-Compete Enforceability.

Factor	Connecticut Standard
General Approach	Enforceable but disfavored; strictly construed
Test	Five-factor reasonableness analysis (Weiss v. Wiederlight)
Duration	1-2 years typically reasonable; longer periods disfavored
Geographic Scope	Must be reasonable in relation to employer's business territory
Consideration	Required; continued employment may be sufficient but additional consideration recommended
Blue Pencil	Courts may reform overly broad provisions
Pending Legislation	HB 7196 (2025) proposed significant restrictions; check current status

16.3 Connecticut Uniform Trade Secrets Act (CUTSA) Summary (Conn. Gen. Stat. § 35-50 et seq.).

Element	Detail
Definition	Broader than Uniform Act -- includes drawings, cost data, customer lists
Injunctive Relief	Conn. Gen. Stat. § 35-52
Damages	Actual loss + unjust enrichment (§ 35-53(a))
Exemplary Damages	Up to 2x for willful/malicious misappropriation (§ 35-53(b))
Attorneys' Fees	Available for willful/malicious misappropriation or bad faith claims (§ 35-54)
Statute of Limitations	3 years from discovery (§ 35-55)
Preemption	Displaces conflicting tort and restitutionary claims (§ 35-56)

16.4 Connecticut Data Breach Notification Summary (Conn. Gen. Stat. § 36a-701b).

Requirement	Detail
Notification Deadline	60 days from discovery
AG Notification	Required, concurrent with resident notice
Identity Theft Services	24 months if SSN or TIN compromised
Personal Information	Name + SSN, DL#, state ID, credit/debit card, financial account, passport, ITIN, medical, health insurance, biometric data
Enforcement	CUTPA violation; civil penalties
Cybersecurity Safe Harbor	Affirmative defense for entities with conforming cybersecurity programs

16.5 Connecticut Data Privacy Act (CTDPA) Summary (Conn. Gen. Stat. § 42-515 et seq.).

Requirement	Detail
Effective	July 1, 2023; major amendments July 1, 2025 and July 1, 2026
Applicability	100,000+ consumers or 25,000+ consumers with >25% revenue from data sales
Consumer Rights	Access, correction, deletion, portability, opt-out
2026 Amendments	AI/LLM training disclosure; ban on minors' data for advertising/sale
Enforcement	AG exclusive; 63 warning letters issued in 2025
Data Processing Agreement	Required between controllers and processors (§ 42-520)

16.6 Connecticut Workers' Compensation (Conn. Gen. Stat. § 31-275 et seq.).

(a) Connecticut requires all employers to provide workers' compensation insurance. Independent contractors are exempt if properly classified.

(b) Misclassification as an independent contractor when the worker is actually an employee exposes the Client to liability for unpaid workers' compensation premiums, penalties, and potential criminal charges.

(c) Contact: Connecticut Workers' Compensation Commission, 21 Oak Street, Suite 500, Hartford, CT 06106; (860) 493-1500.

16.7 Connecticut Employee Misclassification Penalties (Conn. Gen. Stat. § 31-57f).

(a) Any employer who fails to properly classify a worker as an employee shall be subject to a stop-work order;

(b) Civil penalty of up to $300 per day for each misclassified worker;

(c) Potential criminal penalties for willful misclassification;

(d) The Connecticut Department of Labor maintains a Joint Enforcement Commission on Employee Misclassification.

16.8 Connecticut Electronic Transactions Act (Conn. Gen. Stat. § 1-266 et seq.). Electronic signatures and records are legally effective under Connecticut law.

16.9 Connecticut Unfair Trade Practices Act (CUTPA) (Conn. Gen. Stat. § 42-110a et seq.). Parties should be aware that unfair or deceptive acts or practices in the conduct of any trade or commerce, including consulting services, may be subject to CUTPA. This broad consumer protection statute may apply to B2B consulting relationships and provides for actual damages, punitive damages, and attorneys' fees.

---

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Consulting Services Agreement as of the Effective Date.

CLIENT:

Signature: ___________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CONSULTANT:

Signature: ___________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

---

EXHIBIT A: STATEMENT OF WORK (SOW)

SOW Number: [________]
SOW Effective Date: [__/__/____]
Reference Agreement: Consulting Services Agreement dated [__/__/____]

A.1 Project Description

[________________________________]
[________________________________]

A.2 Scope of Services

1. [________________________________]
2. [________________________________]
3. [________________________________]
4. [________________________________]
5. [________________________________]

A.3 Deliverables

#	Deliverable	Description	Due Date	Acceptance Criteria
1	[____________]	[________________________________]	[__/__/____]	[________________________________]
2	[____________]	[________________________________]	[__/__/____]	[________________________________]
3	[____________]	[________________________________]	[__/__/____]	[________________________________]
4	[____________]	[________________________________]	[__/__/____]	[________________________________]

A.4 Timeline and Milestones

Milestone	Description	Target Date
Project Kickoff	[________________________________]	[__/__/____]
Phase 1 Completion	[________________________________]	[__/__/____]
Phase 2 Completion	[________________________________]	[__/__/____]
Final Delivery	[________________________________]	[__/__/____]

A.5 Compensation

☐ Fixed Fee: $[________________]
☐ Hourly Rate: $[________] per hour (estimated [____] hours; NTE $[________________])
☐ Monthly Retainer: $[________] per month
☐ Milestone-Based: Per milestone payment schedule

Payment Schedule:
| Payment # | Amount | Trigger/Due Date |
|-----------|--------|------------------|
| 1 | $[________] | [________________________________] |
| 2 | $[________] | [________________________________] |
| 3 | $[________] | [________________________________] |

A.6 Key Personnel

Role	Name	Hourly Rate
Lead Consultant	[________________________________]	$[________]
Supporting Consultant	[________________________________]	$[________]

A.7 Client Responsibilities

1. [________________________________]
2. [________________________________]
3. [________________________________]

A.8 Assumptions and Constraints

1. [________________________________]
2. [________________________________]

A.9 Acceptance Procedures

Client shall review each Deliverable within [____] Business Days. Client shall accept or provide written rejection with specific reasons. Consultant shall correct within [____] Business Days.

A.10 SOW Term

This SOW commences on [__/__/____] and continues until [__/__/____].

SOW ACCEPTED AND AGREED:

CLIENT:
Signature: ___________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CONSULTANT:
Signature: ___________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

---

EXHIBIT B: PRE-EXISTING MATERIALS (IF APPLICABLE)

#	Description	Ownership	License Terms
1	[________________________________]	Consultant	Per Section 6.5
2	[________________________________]	Consultant	Per Section 6.5

☐ No Pre-Existing Materials will be incorporated.

---

AGREEMENT COMPLETION CHECKLIST

☐ All bracketed fields completed with specific information
☐ Appropriate checkboxes selected throughout the Agreement
☐ Statement of Work (Exhibit A) fully completed and attached
☐ Pre-Existing Materials (Exhibit B) listed or marked as not applicable
☐ IRS Form W-9 obtained from Consultant
☐ ABC test analysis documented (all three prongs satisfied)
☐ Independent contractor classification reviewed by Connecticut counsel
☐ CTDPA data processing agreement executed (if applicable)
☐ Certificates of insurance obtained from Consultant
☐ Non-compete provisions reviewed for Connecticut enforceability (if applicable)
☐ Both Parties have signed the Agreement and all Exhibits
☐ Connecticut-licensed attorney has reviewed and approved the Agreement
☐ Copy of executed Agreement provided to both Parties
☐ Calendar reminders set for renewal/termination notice deadlines
☐ Payment reporting requirements to CT DRS confirmed

---

DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. It is designed as a starting point for a Consulting Services Agreement governed by Connecticut law. This document must be reviewed, customized, and approved by a qualified attorney licensed in the State of Connecticut before execution. Connecticut's ABC test for independent contractor classification is particularly strict and requires careful analysis. Non-compete law may be subject to pending legislative changes. Laws and regulations change frequently; all statutory citations should be verified for currency before use.

---

Last Updated: 2026-02-27
Jurisdiction: Connecticut
Template Version: 2.0