Consulting Services Agreement

CONSULTING SERVICES AGREEMENT

District of Columbia

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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/District, ZIP: [________________________________]
Entity Type: ☐ Individual ☐ Sole Proprietorship ☐ LLC ☐ Corporation ☐ Partnership ☐ Other: [________________]
Jurisdiction of Organization: [________________________________]
Federal Tax ID/EIN: [________________________________]
D.C. Basic Business License No. (if applicable): [________________________________]

(hereinafter referred to as "Client")

AND

CONSULTANT:
Name: [________________________________]
Address: [________________________________]
City, State/District, ZIP: [________________________________]
Entity Type: ☐ Individual ☐ Sole Proprietorship ☐ LLC ☐ Corporation ☐ Partnership ☐ Other: [________________]
Jurisdiction of Organization (if applicable): [________________________________]
Federal Tax ID/EIN or SSN: [________________________________]
D.C. Basic Business License No. (if applicable): [________________________________]

(hereinafter referred to as "Consultant")

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

D.C. Licensing Note: Businesses operating in the District of Columbia may be required to obtain a Basic Business License from the D.C. Department of Licensing and Consumer Protection (DLCP). Consultants providing professional services may also need to comply with D.C. professional licensing requirements.

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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; and

WHEREAS, the Parties acknowledge that the District of Columbia has enacted the Ban on Non-Compete Agreements Amendment Act of 2020 (D.C. Law 23-209), as amended by the Non-Compete Clarification Amendment Act of 2022 (D.C. Law 24-175), which substantially restricts non-compete agreements;

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:

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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 recognized as a federal holiday or a day on which the D.C. government is officially closed.

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 D.C. Uniform Trade Secrets Act, D.C. Code § 36-401 et seq.

1.5 "Covered Employee" means, under D.C. Code § 32-581.01(6), an employee who is not a Highly Compensated Employee and who satisfies the statute's work-location test, including an employee who spends more than 50% of work time for the employer in the District or whose employment is based in the District and who regularly spends substantial work time here without spending more than 50% for that employer in another jurisdiction.

1.6 "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.

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

1.8 "Highly Compensated Employee" means an employee meeting D.C. Code § 32-581.01(10). For calendar year 2026, the minimum qualifying annual compensation is $162,164 for a non-medical employee and $270,274 for a medical specialist, according to the D.C. Department of Employment Services' 2026 public notice. The statutory amounts adjust annually.

1.9 "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, and other intellectual property rights worldwide.

1.10 "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 independently of the Services.

1.11 "Services" means the consulting and professional services to be provided by Consultant as described in Article 2 and the Statement of Work attached as Exhibit A.

1.12 "Statement of Work" or "SOW" means the document attached hereto as Exhibit A and any subsequent SOWs describing specific Services, Deliverables, timelines, milestones, acceptance criteria, and fees.

1.13 "Work Product" means all Deliverables, inventions, discoveries, improvements, ideas, concepts, techniques, methods, processes, designs, works of authorship, documentation, and other work product conceived, created, or developed by Consultant in connection with the Services.

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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. The Parties may execute additional Statements of Work from time to time.

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 in Consultant's industry or profession;

(c) In accordance with the specifications and timelines in the applicable SOW;

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

(e) In compliance with all applicable federal and D.C. laws, rules, regulations, and professional standards; and

(f) Free from material defects and errors.

2.3 Service Deliverables. Consultant shall provide Deliverables per the SOW delivery schedule and acceptance criteria. Unless otherwise specified, Deliverables shall be in electronic format compatible with Client's systems.

2.4 Additional Services. No additional services shall be performed unless documented in writing and signed by both Parties.

2.5 Consultant Personnel.

(a) Key personnel shall not be removed or replaced without Client's prior written consent.

(b) Client may request replacement of unsatisfactory personnel.

(c) Subcontractors may be engaged with Client's prior written consent, provided Consultant remains fully responsible and ensures compliance with this Agreement.

2.6 Client Cooperation. Client shall provide reasonable access to personnel, facilities, and information; designate a point of contact; provide timely decisions and feedback; and perform Client responsibilities identified in the SOW.

2.7 Change Orders. Changes effective only through written Change Orders signed by both Parties.

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

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ARTICLE 3: TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and continues for [________________] (the "Initial Term"), unless earlier terminated.

☐ No Automatic Renewal: Expires at end of Initial Term unless extended in writing.

☐ Automatic Renewal: Renews for successive [________________] periods unless either Party provides [____] days' prior written notice of non-renewal.

3.2 Statement of Work Term. Each SOW has its own term. Expiration or termination of a SOW does not affect this Agreement or other SOWs.

3.3 Termination for Convenience.

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

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

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

(a) Material breach uncured within [____] days of written notice;

(b) Incurable material breach;

(c) Insolvency, bankruptcy filing, or cessation of business;

(d) Fraud, gross negligence, or willful misconduct.

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

3.6 Effect of Termination. Upon termination:

(a) Consultant ceases performing Services;

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

(c) Client pays for Services performed;

(d) Parties return or destroy Confidential Information;

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

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

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ARTICLE 4: COMPENSATION AND PAYMENT TERMS

4.1 Fee Structure. Client shall pay fees per the SOW (check all that apply):

☐ Fixed Fee: $[________________], payable: [________________________________].

☐ Hourly Rate:

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

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

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

☐ Milestone-Based: Per SOW milestones.

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

4.2 Rate Adjustments. Rates fixed for the Initial Term. Consultant may increase by up to [____]% upon [____] days' notice for Renewal Terms.

4.3 Expenses and Reimbursement.

(a) Client reimburses reasonable, pre-approved expenses including travel, lodging, meals, parking, materials, and third-party fees.

(b) Thresholds:

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

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

4.4 Invoicing.

(a) Invoices submitted:
☐ Monthly, by the [____] day of the following month
☐ Bi-weekly
☐ Upon milestone completion
☐ Upon completion of Services
☐ Other: [________________________________]

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

(c) Submit to:
Contact: [________________________________]
Email: [________________________________]
Address: [________________________________]

4.5 Payment Terms.

(a) Payment within [____] days of receipt of proper invoice.

(b) Payment 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 D.C. Code § 28-3302, any amounts not paid when due shall bear interest at the rate of:

☐ Six percent (6%) per annum (D.C. statutory default rate under D.C. Code § 28-3302); or

☐ [____]% per annum (as agreed by the Parties, subject to D.C. usury limits); 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.

D.C. Interest Law Note: D.C. Code § 28-3302(a) sets a 6% annual rate for a loan or forbearance when no rate is expressed. Section 28-3301 generally caps a written instrument for future payment at 24%, but § 28-3301(d) permits any rate for certain qualifying business, professional, commercial, investment, nonprofit, and religious-purpose loans above the statutory amount. For a private judgment whose rate is not fixed by contract, § 28-3302(c) uses 70% of the federal tax-underpayment rate, rounded as the statute directs.

4.7 Disputed Invoices. Client shall notify Consultant of disputes within [____] days, specify the dispute, and pay undisputed amounts. Parties resolve within thirty (30) days.

4.8 Taxes.

(a) Consultant is solely responsible for all taxes, including federal and D.C. income taxes, self-employment taxes, and D.C. franchise tax or unincorporated business franchise tax (if applicable).

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

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

(d) D.C. imposes an unincorporated business franchise tax on unincorporated businesses with D.C.-source gross income exceeding $12,000. Consultant should consult D.C. tax counsel regarding applicability.

(e) All fees are exclusive of sales and use taxes unless otherwise specified. D.C. imposes sales tax on certain services.

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

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ARTICLE 5: CONFIDENTIALITY AND TRADE SECRETS

5.1 Confidentiality Obligations. Each Party agrees to hold Confidential Information in strict confidence, not disclose to third parties, not use except for this Agreement, and take reasonable precautions against 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, but not less than reasonable care. Access limited to personnel with need to know who are bound by written confidentiality obligations.

5.3 Exclusions. Obligations do not apply to information that is publicly available, was already in Receiving Party's possession, is obtained from a third party without restriction, is independently developed, or is approved for release.

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

5.5 Trade Secrets Under D.C. Law (D.C. Code § 36-401 et seq.).

(a) D.C. has adopted its own version of the Uniform Trade Secrets Act. Under D.C. Code § 36-401(4), a "trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process, 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;

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

(c) Remedies under D.C. UTSA include:

• Injunctive relief (D.C. Code § 36-402);
• Compensatory damages for actual loss and unjust enrichment (D.C. Code § 36-403(a));
• Exemplary damages up to twice the award made under § 36-403(a) for willful and malicious misappropriation (D.C. Code § 36-403(b));
• Reasonable attorneys' fees for willful and malicious misappropriation or bad faith claims (D.C. Code § 36-404);

(d) Courts must preserve the secrecy of an alleged trade secret by reasonable means (D.C. Code § 36-405). The limitation period is three (3) years after discovery or when discovery should have occurred, and a continuing misappropriation is a single claim (D.C. Code § 36-406);

(e) D.C. UTSA supersedes conflicting tort, restitution, and other District civil-remedy law, while preserving contractual remedies, other civil remedies not based on trade-secret misappropriation, and criminal remedies (D.C. Code § 36-407).

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

5.7 Injunctive Relief. Breach may cause irreparable harm; the non-breaching Party may seek injunctive relief without proving actual damages.

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

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ARTICLE 6: INTELLECTUAL PROPERTY AND WORK PRODUCT

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

6.2 Work Made for Hire. To the extent Work Product is a "work made for hire" under 17 U.S.C. § 101, Client is considered the author and copyright owner under 17 U.S.C. § 201(b), unless the Parties expressly agree otherwise in a signed writing. Otherwise, Consultant assigns all copyrights to Client.

6.3 Assignment of Inventions. Consultant assigns 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 to perfect Client's ownership and grants an irrevocable power of attorney for such purposes.

6.5 Consultant's Pre-Existing Materials.

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

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

6.6 Third-Party Materials. Not incorporated without Client's prior written consent.

6.7 Moral Rights. Consultant waives moral rights to the extent permitted.

6.8 Client Materials. Client retains all rights. Consultant uses only for the Services.

6.9 Residual Knowledge. Consultant may use general skills and knowledge in unaided memory, without using Confidential Information or trade secrets.

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ARTICLE 7: INDEPENDENT CONTRACTOR STATUS

7.1 Independent Contractor Relationship. The relationship 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 performance. Client specifies only desired results and outcomes.

7.3 D.C. Independent Contractor Classification.

(a) Statute-Specific Standards: D.C. law does not use one universal contractor test for every purpose. Unemployment compensation refers to the usual common-law employer-employee rules (D.C. Code § 51-101(2)(A)(i)(II)); the Wage Payment and Collection Law defines an employee as any person "suffered or permitted to work" (D.C. Code § 32-1301(2)); and the Workers' Compensation Act covers a person in another's service under a written or implied contract of hire, subject to listed exceptions (D.C. Code § 32-1501(9)). The actual relationship, not the contract label alone, controls under the applicable law.

(b) Factors Supporting Independent Contractor Status:

• Consultant is free from Client's control and direction;
• Consultant provides services to multiple clients;
• Consultant furnishes its own tools, equipment, and workspace;
• Consultant has invested in its own business;
• Consultant can realize profit or loss;
• Consultant controls its own schedule;
• The relationship is not permanent but is for a defined engagement;
• Consultant maintains its own business identity and licenses;

(c) D.C. Government Contracts: If Client is a D.C. government entity or contractor, additional classification requirements and certifications may apply under D.C. procurement regulations;

(d) Relevant D.C. Agencies:

• D.C. Department of Employment Services (DOES): 4058 Minnesota Ave. NE, Washington, DC 20019; (202) 724-7000
• D.C. Office of Tax and Revenue (OTR): 1101 4th Street SW, Suite 270W, Washington, DC 20024; (202) 727-4829
• D.C. Department of Licensing and Consumer Protection (DLCP): (202) 442-4400

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 D.C. income taxes, self-employment taxes, and D.C. unincorporated business franchise tax (if applicable).

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

(d) 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.

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ARTICLE 8: REPRESENTATIONS AND WARRANTIES

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

8.2 Consultant's Representations and Warranties. Consultant represents: (a) qualifications and licenses adequate; (b) Services will be performed professionally and in compliance with D.C. law; (c) Work Product will be original and non-infringing; (d) no conflicts with other obligations; (e) all required D.C. licenses held; and (f) all personnel legally authorized to work.

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

8.4 Warranty Remedies. If non-conforming, Consultant shall re-perform, repair, or refund at Client's election. Client must notify within [____] days of discovery.

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ARTICLE 9: INDEMNIFICATION

9.1 Indemnification by Consultant. Consultant indemnifies Client from claims arising from: (a) breach; (b) negligence or willful misconduct; (c) IP infringement; (d) misclassification; (e) personal injury or property damage; and (f) violation of law.

9.2 Indemnification by Client. Client indemnifies Consultant from claims arising from: (a) breach; (b) negligence or willful misconduct; (c) use of Deliverables not contemplated; and (d) Client Materials claims.

9.3 Procedures. Prompt notice, sole defense control to indemnifying Party, and reasonable cooperation.

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ARTICLE 10: LIMITATION OF LIABILITY

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

10.2 Cap on Liability. EXCEPT FOR BREACHES OF ARTICLES 5, 6, 9, AND CLAIMS OF 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. THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN.

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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 D.C. Code § 32-1534 for all Consultant employees covered by the D.C. Workers' Compensation Act. If no employees, provide 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 from companies licensed in D.C. with A.M. Best rating of A- VII or better. Client as additional insured on CGL. Thirty (30) days' notice of cancellation.

11.3 Certificates. Provided upon execution and each renewal.

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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 D.C. data breach notification (D.C. Code § 28-3852) and D.C. security requirements (D.C. Code § 28-3852.01).

12.2 D.C. Data Breach Notification (D.C. Code § 28-3852).

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

(b) Under D.C. Code § 28-3852, any person or entity that owns or licenses computerized data that includes personal information of D.C. residents must notify affected individuals in the most expedient time possible and without unreasonable delay;

(c) When a breach includes or is reasonably believed to include a Social Security number or taxpayer identification number, the person or entity must offer identity theft protection services at no cost for a period of not less than eighteen (18) months;

(d) If the breach affects more than 50 D.C. residents, the entity must also notify the Office of the Attorney General for the District of Columbia;

(e) If notice must be provided to more than 1,000 persons, the entity must also notify all nationwide consumer reporting agencies, without unreasonable delay, of the timing, distribution, and content of the notices;

(f) "Personal information" includes identifying information combined with specified government identifiers; financial-account access information; medical, genetic, health-insurance, or biometric data; combinations of listed data elements that enable identity theft; and online-account credentials consisting of a username or email address combined with a password, security answer, or other authentication method (D.C. Code § 28-3851(3));

(g) D.C. Code § 28-3852.01 requires reasonable security safeguards appropriate to the information and the nature and size of the entity or operation, requires qualifying service-provider agreements to impose reasonable safeguards, and requires reasonable destruction practices;

(h) D.C. Code § 28-3852.02 requires at least eighteen (18) months of no-cost identity-theft protection services when a notifiable breach includes or is reasonably believed to include a Social Security number or taxpayer identification number;

(i) Under D.C. Code § 28-3853, a violation of the data-security subchapter is an unfair or deceptive trade practice under D.C. Code § 28-3904(kk). Section 28-3852.02 is an identity-theft-services provision, not a standalone private-right-of-action section.

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

12.4 Federal Privacy Considerations. Given D.C.'s proximity to federal government operations, Consultant acknowledges that Services may involve data subject to additional federal privacy laws and regulations (e.g., Privacy Act of 1974, FISMA, HIPAA). If applicable, the Parties shall enter into supplemental agreements as required.

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

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ARTICLE 13: NON-COMPETITION AND NON-SOLICITATION

CRITICAL D.C. LAW NOTICE: The Ban on Non-Compete Agreements Amendment Act of 2020 (D.C. Law 23-209), as amended by the Non-Compete Clarification Amendment Act of 2022 (D.C. Law 24-175), is codified at D.C. Code § 32-581.01 et seq. This section must be reviewed carefully by D.C. counsel because the chapter limits non-compete provisions and provides monetary remedies and penalties.

13.1 D.C. Ban on Non-Compete Agreements (D.C. Code § 32-581.01 et seq.).

(a) Prohibition on Covered Employees: Effective October 1, 2022, no employer may require or request that a "covered employee" sign an agreement or comply with a workplace policy that includes a non-compete provision. A non-compete provision is void as a matter of law and unenforceable. (D.C. Code § 32-581.02);

(b) Definition of Covered Employee: A "covered employee" is any employee who is not a "highly compensated employee." An employee who spends more than 50% of work time in D.C. or whose employment is based in D.C. is generally covered;

(c) Highly Compensated Employees Exception (D.C. Code § 32-581.03): An employer MAY enter into a qualifying non-compete agreement with a "highly compensated employee." For 2026, the minimum compensation is $162,164 for a non-medical employee and $270,274 for a medical specialist; the amounts adjust annually. A valid agreement must:

• The agreement specifies the functional scope of the competitive restriction;
• The agreement includes a geographical limitation;
• The term does not exceed 365 calendar days from separation (or 730 calendar days for medical specialists);
• The employer provides the non-compete provision in writing at least 14 days before the individual commences employment, or, for an existing employee, at least 14 days before the employee must execute the agreement;

(d) Application to Individual Consultants: D.C. Code § 32-581.01(7) defines "employee" as an individual who performs work for pay in the District on behalf of an employer, or an individual offered such employment. Because the definition is not limited by the label used in this Agreement, an individual Consultant may fall within the chapter if the statutory location, compensation, and employer requirements are met;

(e) Excluded Provisions (D.C. Code § 32-581.01(15)): The statutory definition of a non-compete provision excludes otherwise lawful provisions:

• Confidentiality agreements and non-disclosure agreements;
• Non-compete agreements that are entered into in connection with the sale of a business;
• Restrictions on disclosure, use, sale, or access to confidential or proprietary employer information;
• Certain restrictions on outside paid work during employment when the employer reasonably believes the work would cause disclosure or use of protected information, a recognized conflict of interest or commitment, or impaired legal, contractual, or grant compliance; and
• Long-term incentive provisions;

(f) Penalties for Violation:

• The Mayor may assess an administrative penalty of $350 to $1,000 for each violation, with at least $1,000 for each retaliation violation;
• Requiring or requesting a prohibited non-compete carries employee relief of $500 to $1,000 for a first violation and at least $3,000 for a later violation after liability has been found;
• Attempting to enforce a void or unenforceable non-compete carries at least $1,500 in employee relief, and at least $3,000 for a later violation after liability has been found;
• Retaliation carries $1,000 to $2,500 per affected employee, with at least $3,000 for a later violation after liability has been found;
• A disclosure violation under § 32-581.03a carries $250 per affected employee; and
• An aggrieved person may file an administrative complaint or civil action under § 32-581.04(c);

(g) Employer Disclosure Requirements (D.C. Code § 32-581.03a): An employer with a workplace policy containing an exception described in § 32-581.01(15) must provide the policy within 30 days after acceptance of employment and whenever the policy changes. Whenever a highly compensated employee is presented a proposed non-compete, the employer must also provide the statutory notice quoted in § 32-581.03a(b).

13.2 Non-Compete Provision.

☐ No Non-Compete: This Agreement does NOT contain a non-compete provision, in compliance with the D.C. Ban on Non-Compete Agreements Act. (RECOMMENDED for most D.C. engagements)

☐ Highly Compensated Employee Non-Compete (if applicable and Consultant qualifies):

This option should ONLY be selected if Consultant is an individual whose qualifying compensation from Client equals or exceeds the current annual threshold ($162,164 for 2026; $270,274 for a 2026 medical specialist) AND D.C. counsel has confirmed that the highly compensated employee rules apply. Recheck the annually adjusted threshold before use.

During the term and for [____] days (maximum 365) after termination, Consultant shall not:
Functional Scope: [________________________________]
Geographic Limitation: [________________________________]

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.

D.C. Law Note: Non-solicitation provisions are generally permissible under the D.C. Ban on Non-Compete Agreements Act as they are not "non-compete provisions." However, if a non-solicitation provision is so broad as to effectively function as a non-compete, it may be subject to challenge.

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 Confidentiality-Based Restrictions. The Parties may include otherwise lawful provisions restricting disclosure, use, sale, or access to confidential or proprietary employer information. Such provisions are excluded from the definition of a non-compete provision by D.C. Code § 32-581.01(15)(B)(i).

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ARTICLE 14: DISPUTE RESOLUTION

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

14.2 Informal Resolution. The Parties shall first attempt good faith negotiation. Written notice, meeting within [____] Business Days, and negotiation for at least [____] days.

14.3 Mediation. If unresolved:

(a) In Washington, D.C.;

(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 D.C. Revised Uniform Arbitration Act, including D.C. Code § 16-4406, or AAA Commercial Arbitration Rules, in Washington, D.C., before a single arbitrator.

☐ Litigation: Suit in the Superior Court of the District of Columbia or the United States District Court for the District of Columbia. Each Party consents to exclusive jurisdiction and venue.

14.5 Injunctive and Equitable Relief. Either Party may seek injunctive relief from any court 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 D.C. LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

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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. Only by written instrument signed by both Parties.

15.3 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 addresses above.

15.7 Force Majeure. No liability for failure or delay caused by circumstances beyond reasonable control, including government shutdowns (relevant to D.C. operations), acts of God, natural disasters, war, terrorism, epidemics, pandemics, strikes, or civil unrest.

15.8 Counterparts. May be executed in counterparts.

15.9 Electronic Signatures. Under D.C. Code § 28-4906, a record or signature may not be denied legal effect or enforceability solely because it is electronic, and a contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation.

15.10 Headings. For convenience only.

15.11 Construction. Construed without presumption against the drafter.

15.12 Third-Party Beneficiaries. For the sole benefit of the Parties and their successors and permitted assigns.

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ARTICLE 16: DISTRICT OF COLUMBIA-SPECIFIC PROVISIONS

16.1 D.C. Independent Contractor Classification Summary.

Legal Context	D.C. Standard
Unemployment compensation	Usual common-law employer-employee rules (D.C. Code § 51-101(2)(A)(i)(II))
Wage payment and collection	An employee includes a person suffered or permitted to work (D.C. Code § 32-1301(2))
Workers' compensation	A person in another's service under a written or implied contract of hire, subject to statutory exceptions (D.C. Code § 32-1501(9))
Coverage duty	An employer must secure payment of compensation as required by D.C. Code § 32-1534
Drafting consequence	The Parties' label does not replace the standard imposed by the law governing the particular claim or obligation

16.2 D.C. Ban on Non-Compete Agreements Summary (D.C. Code § 32-581.01 et seq.).

Category	Rule
Default	Non-competes PROHIBITED for covered employees
2026 highly compensated threshold	$162,164 generally; $270,274 for medical specialists
Maximum Duration	365 days (730 days for medical specialists)
Agreement requirements	Functional scope, geographic limitation, and delivery of the proposed provision at least 14 days in advance (§ 32-581.03)
Excluded provisions	Otherwise lawful confidentiality/proprietary-information provisions, sale-of-business restrictions, specified workplace policies, and long-term incentive provisions (§ 32-581.01(15))
Administrative penalties	Generally $350-$1,000 per violation; at least $1,000 for retaliation (§ 32-581.04)
Disclosures	Workplace-policy delivery and statutory notice with a proposed highly compensated employee agreement (§ 32-581.03a)
Effective Date	October 1, 2022

16.3 D.C. Uniform Trade Secrets Act Summary (D.C. Code § 36-401 et seq.).

Element	Detail
Definition	Information deriving value from secrecy, subject to reasonable protective efforts
Injunctive Relief	D.C. Code § 36-402
Damages	Actual loss + unjust enrichment (§ 36-403(a))
Exemplary Damages	Up to 2x for willful/malicious misappropriation (§ 36-403(b))
Attorneys' Fees	Available for willful/malicious misappropriation or bad faith (§ 36-404)
Preservation of Secrecy	Reasonable means required in proceedings (§ 36-405)
Statute of Limitations	3 years from discovery; continuing misappropriation is one claim (§ 36-406)
Effect on Other Law	Supersedes specified conflicting District civil remedies while preserving the statutory exceptions (§ 36-407)

16.4 D.C. Data Breach Notification Summary (D.C. Code § 28-3852).

Requirement	Detail
Notification Deadline	Most expedient time possible, without unreasonable delay
AG Notification	Required if 50+ D.C. residents affected
Consumer Reporting Agencies	Notice required if more than 1,000 persons must be notified
Identity Theft Services	18 months if SSN or TIN compromised
Personal Information	Categories and combinations listed in § 28-3851(3), including specified identifiers, account-access data, health data, biometric data, and online credentials
Security Requirements	Reasonable safeguards, qualifying service-provider contracts, and reasonable destruction practices (§ 28-3852.01)
Identity-Theft-Services Provision	D.C. Code § 28-3852.02; not a standalone private-right-of-action section
Enforcement	Violations are unfair or deceptive trade practices under § 28-3853

16.5 D.C. Interest Rate Summary (D.C. Code §§ 28-3301–28-3302).

Type	Rate
Default loan/forbearance rate when none is expressed	6% per annum (§ 28-3302(a))
General written-instrument ceiling	24% per annum, subject to statutory qualifications and exceptions (§ 28-3301)
Qualifying business-purpose loans above statutory amount	Any rate permitted by § 28-3301(d)
Private judgment without contract-fixed rate	70% of the I.R.C. § 6621 rate, rounded as § 28-3302(c) directs

16.6 D.C. Workers' Compensation (D.C. Code §§ 32-1501 and 32-1534).

(a) D.C. Code § 32-1534 requires an employer to secure payment of compensation for employees covered by the D.C. Workers' Compensation Act.

(b) Coverage turns on the Act's definition of employee in § 32-1501(9), including its contract-of-hire language and listed exceptions, rather than solely on the label in this Agreement.

16.7 D.C. Wage Payment and Collection (D.C. Code § 32-1301 et seq.).

(a) If Consultant is reclassified as an employee, the D.C. Wage Payment and Collection Law may apply. Counsel should determine the resulting payment, record, notice, and other wage-law obligations under the actual facts.

(b) The Parties should obtain D.C. employment-law advice if the facts may satisfy the statute's definition of employee in D.C. Code § 32-1301(2).

16.8 D.C. Business Licensing. Basic Business License category and application requirements should be checked under D.C. Code §§ 47-2851.03–47-2851.04. Professional licensing requirements, if any, should be evaluated separately for the Services.

16.9 D.C. Human Rights Act. If the relationship is or becomes employment, D.C. Code § 2-1402.11 prohibits specified discriminatory employment practices based on the protected characteristics listed in that section. Counsel should evaluate coverage and any required accommodations under the actual facts.

16.10 Federal Overlay. Depending on the Services and the Parties, counsel should evaluate federal procurement requirements; the Lobbying Disclosure Act (2 U.S.C. § 1601 et seq.); the Foreign Agents Registration Act (22 U.S.C. § 611 et seq.); and federal post-employment restrictions for covered former federal or District officials (18 U.S.C. § 207).

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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: [__/__/____]

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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 reviews within [____] Business Days. Accept or reject with reasons. Consultant corrects within [____] Business Days.

A.10 SOW Term

Commences [__/__/____] and continues until [__/__/____].

SOW ACCEPTED AND AGREED:

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

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

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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.

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AGREEMENT COMPLETION CHECKLIST

☐ All bracketed fields completed with specific information
☐ Appropriate checkboxes selected throughout
☐ 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
☐ D.C. Ban on Non-Compete compliance verified (Article 13)
☐ Non-compete option selected (no non-compete OR qualified highly compensated exception)
☐ D.C. non-compete agreement and workplace-policy disclosure requirements satisfied (if applicable)
☐ D.C. Basic Business License(s) verified (if applicable)
☐ Federal overlay considerations reviewed (lobbying, FAR, etc.)
☐ Certificates of insurance obtained
☐ Both Parties have signed the Agreement and all Exhibits
☐ D.C.-licensed attorney has reviewed and approved the Agreement
☐ Copy of executed Agreement provided to both Parties
☐ Calendar reminders set for renewal/termination deadlines

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SOURCES AND REFERENCES

• D.C. Law Library — D.C. Code § 28-3301 and § 28-3302
• D.C. Law Library — D.C. Uniform Trade Secrets Act, §§ 36-401–36-407
• D.C. Law Library — Ban on Non-Compete Agreements, Chapter 5B
• D.C. Department of Employment Services — 2026 Non-Compete Compensation Thresholds
• D.C. Law Library — D.C. Code §§ 28-3851–28-3853
• D.C. Law Library — D.C. Code § 28-4906, § 32-1501, and § 32-1534
• D.C. Law Library — D.C. Code § 51-101, § 32-1301, and § 2-1402.11
• D.C. Law Library — D.C. Code § 16-4406
• D.C. Law Library — D.C. Code §§ 47-2851.03–47-2851.04
• GovInfo — 17 U.S.C. § 101 and 17 U.S.C. § 201
• GovInfo — 2 U.S.C. § 1601, 22 U.S.C. § 611, 18 U.S.C. § 207, and 26 U.S.C. § 6621

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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 District of Columbia law. D.C. Code § 32-581.01 et seq. restricts non-compete provisions for covered employees, making legal counsel essential for compliance. This document must be reviewed, customized, and approved by a qualified attorney licensed in the District of Columbia before execution. Laws and regulations change frequently; all statutory citations should be verified for currency before use.

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Last Updated: 2026-07-23
Jurisdiction: District of Columbia
Template Version: 2.0