CONSULTING SERVICES AGREEMENT

Florida Jurisdictional Version

[// GUIDANCE: Insert firm letterhead or leave blank for client branding]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement; Scope of Services
4. Term; Termination
5. Compensation; Invoicing; Taxes
6. Performance Standards; Deliverables
7. Intellectual Property
8. Confidential Information & Data Security
9. Representations & Warranties
10. Covenants & Compliance
11. Default & Remedies
12. Risk Allocation
    12.1 Mutual Indemnification
    12.2 Limitation of Liability
    12.3 Insurance Requirements
    12.4 Force Majeure
13. Dispute Resolution
    13.1 Governing Law
    13.2 Forum Selection
    13.3 Optional Arbitration
    13.4 Jury Trial Waiver
    13.5 Injunctive Relief
14. General Provisions
15. Execution Block

1. DOCUMENT HEADER

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

RECITALS

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

2. DEFINITIONS

[// GUIDANCE: Add additional defined terms as needed. Keep alphabetical for ease of reference.]

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

"Applicable Law" means any federal, state, provincial, local, or foreign constitution, treaty, statute, law, regulation, ordinance, rule, judgment, order, decree, permit, license, or governmental requirement applicable to a Party or this Agreement, including without limitation Florida state laws and regulations.

"Confidential Information" has the meaning set forth in Section 8.1.

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

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

"Indemnified Party" and "Indemnifying Party" each have the meaning set forth in Section 12.1(c).

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

"Term" has the meaning set forth in Section 4.1.

3. ENGAGEMENT; SCOPE OF SERVICES

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

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

3.3 Independent Contractor. Consultant is an independent contractor and nothing herein shall be construed to create an employer-employee, joint venture, partnership, or agency relationship between the Parties. Consultant shall have no authority to bind Client except as expressly set forth herein. The Parties intend that the relationship satisfy the requirements for independent contractor status under Florida Statutes, including the factors set forth in Fla. Stat. section 440.02(15) and applicable common law.

4. TERM; TERMINATION

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

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

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

4.4 Effect of Termination. Upon expiration or termination of this Agreement:
(a) Consultant shall cease all performance, deliver to Client all Deliverables (completed or in progress), and return or destroy Client's Confidential Information per Section 8.3;
(b) Client shall pay Consultant all undisputed fees and reimbursable expenses accrued through the effective date of termination; and
(c) Sections 2, 6, 8, 9, 10, 11, 12, 13, 14, and 15 shall survive.

5. COMPENSATION; INVOICING; TAXES

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

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

5.3 Invoicing; Payment Terms. Consultant shall invoice Client [monthly in arrears]. Client shall pay undisputed amounts within [30] days of the invoice date. Late payments accrue interest at [1.5%] per month or the maximum rate permitted by Applicable Law, whichever is less.
[// GUIDANCE: Under Fla. Stat. section 687.02, the maximum rate of interest for simple interest is 18% per annum. For compound interest, different limits apply. For certain commercial loans over $500,000, there are no usury caps under Fla. Stat. section 687.071. Ensure stated rate complies with Florida usury laws.]

5.4 Taxes. Fees are exclusive of any sales, use, value-added, or similar taxes. Client is responsible for all such taxes (excluding taxes on Consultant's net income) unless Client provides a valid exemption certificate.

6. PERFORMANCE STANDARDS; DELIVERABLES

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

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

7. INTELLECTUAL PROPERTY

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

7.2 Work Product. Upon full and final payment of all Fees, Consultant hereby assigns to Client all right, title, and interest in Deliverables (excluding Consultant's Pre-Existing Materials and Reserved IP). Consultant grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use, copy, modify, and distribute Consultant's Pre-Existing Materials and any generic skills, know-how, or methodologies developed or utilized in performing the Services ("Reserved IP") solely as incorporated in the Deliverables.

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

8. CONFIDENTIAL INFORMATION & DATA SECURITY

8.1 Definition. "Confidential Information" means all non-public information disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is marked as confidential or that a reasonable person should understand is confidential given its nature and the circumstances of disclosure. Confidential Information includes trade secrets as defined under the Florida Uniform Trade Secrets Act (Fla. Stat. sections 688.001 et seq.) and the federal Defend Trade Secrets Act (18 U.S.C. section 1836 et seq.).

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

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

8.4 Data Security. Consultant shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data from unauthorized access, use, or disclosure. Such safeguards shall comply with the Florida Information Protection Act of 2014 (FIPA), Fla. Stat. sections 501.171 et seq., and the Florida Digital Bill of Rights (FDBR), Fla. Stat. sections 501.701 et seq., requiring reasonable measures to protect and secure data containing personal information.

8.5 Florida Data Breach Notification. In the event of a breach of security involving Client personal information, Consultant shall provide notice to Client as expeditiously as practicable, but no later than 30 days after determination of the breach or reason to believe a breach occurred, in compliance with Fla. Stat. section 501.171. If the breach affects 500 or more Florida residents, Consultant shall notify the Florida Department of Legal Affairs within 30 days as required by Fla. Stat. section 501.171(3).

9. REPRESENTATIONS & WARRANTIES

9.1 Mutual Representations. Each Party represents and warrants that:
(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;
(b) It has full power and authority to enter into and perform this Agreement; and
(c) This Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms.

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

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

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

10. COVENANTS & COMPLIANCE

10.1 Compliance with Law. Each Party shall comply with all Applicable Law in connection with this Agreement, including export controls, anti-corruption, and data protection laws, specifically including FIPA and the Florida Digital Bill of Rights (FDBR).

10.2 Non-Solicitation. During the Term and for [12] months thereafter, neither Party shall, without the other Party's prior written consent, solicit for employment or hire any employee or independent contractor of the other Party who was directly involved in the performance of the Services.
[// GUIDANCE: Florida generally enforces non-solicitation and non-compete agreements under Fla. Stat. section 542.335, provided they are in writing, signed, reasonably necessary to protect legitimate business interests, and reasonable in time, area, and scope. Florida law presumes that non-compete periods of six months or less are reasonable, while periods of more than two years are presumed unreasonable. The stated 12-month period is within the generally enforceable range.]

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

11. DEFAULT & REMEDIES

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

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

11.3 Attorney Fees. The prevailing Party in any action to enforce this Agreement is entitled to recover its reasonable attorney fees, court costs, and expenses, as permitted under Fla. Stat. section 57.105 and applicable Florida law.

12. RISK ALLOCATION

12.1 Mutual Indemnification

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

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

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

12.2 Limitation of Liability

[// GUIDANCE: Liability caps are negotiable per metadata. Customize as appropriate.]
EXCEPT FOR (a) A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS, (b) ITS INDEMNIFICATION OBLIGATIONS, OR (c) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED [THE GREATER OF (i) $____ OR (ii) ____ TIMES THE TOTAL FEES PAID OR PAYABLE TO CONSULTANT UNDER THIS AGREEMENT]. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
[// GUIDANCE: Florida courts generally enforce limitation of liability clauses between sophisticated commercial parties when conspicuous and freely negotiated. See Sanislo v. Give Kids The World, Inc., 157 So. 3d 256 (Fla. 2015).]

12.3 Insurance Requirements

Consultant shall, at its own expense, maintain during the Term (a) Commercial General Liability insurance with limits of at least [$1,000,000] per occurrence and [$2,000,000] aggregate, (b) Professional Liability (Errors & Omissions) insurance with limits of at least [$1,000,000] per claim, and (c) where applicable, workers' compensation insurance as required by Fla. Stat. Chapter 440. Upon request, Consultant shall furnish certificates of insurance evidencing such coverage.

12.4 Force Majeure

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

13. DISPUTE RESOLUTION

13.1 Governing Law

This Agreement and any dispute arising out of or relating hereto shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws rules.

13.2 Forum Selection

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

13.3 Optional Arbitration

[// GUIDANCE: Delete this Section if arbitration is not desired.]
(a) Any dispute not resolved through good-faith negotiations within [30] days shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in effect on the date of this Agreement, or alternatively, by JAMS under its Comprehensive Arbitration Rules and Procedures.
(b) The arbitration shall be conducted by [one/three] arbitrator(s) in [City], Florida. Judgment on the award may be entered in any court of competent jurisdiction.
(c) Notwithstanding the foregoing, either Party may seek preliminary injunctive relief in any court of competent jurisdiction pending final resolution of the dispute.
[// GUIDANCE: Florida courts favor enforcement of arbitration agreements under the Florida Arbitration Code (Fla. Stat. Chapter 682) and the Federal Arbitration Act.]

13.4 Jury Trial Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
[// GUIDANCE: Florida courts generally enforce contractual jury waivers when the waiver is knowing and voluntary. The waiver should be conspicuous for maximum enforceability. See Belvedere Condominium Ass'n v. Perez, 679 So. 2d 1308 (Fla. 3d DCA 1996). Consider adding express acknowledgment language or a separate signature line.]

13.5 Injunctive Relief

Each Party acknowledges that its breach of Sections 7 or 8 would cause irreparable harm for which monetary damages are an inadequate remedy. Accordingly, in the event of any such breach, the non-breaching Party may seek injunctive relief in addition to any other remedy available at law or equity, without posting bond or other security to the extent permitted under Florida Rule of Civil Procedure 1.610.

14. GENERAL PROVISIONS

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

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

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

14.4 Severability; Reformation. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force. The Parties agree to replace any invalid provision with a valid provision that most nearly achieves the original intent. In accordance with Fla. Stat. section 542.335, if any restrictive covenant is found to be unreasonable, the court shall modify the covenant to render it enforceable rather than voiding it entirely.

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

14.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted by facsimile, PDF, or reputable e-signature technology (e.g., DocuSign) are deemed original and binding, and are enforceable pursuant to the Florida Electronic Signature Act of 1996 (Fla. Stat. sections 668.001 et seq.), the Uniform Electronic Transaction Act as adopted in Florida (Fla. Stat. sections 668.50 et seq.), and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act).

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

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

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

15. EXECUTION BLOCK

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

[// GUIDANCE: Add notarization or witness lines below if required by governing jurisdiction. Florida generally does not require notarization for commercial contracts, though two witnesses are required for certain document types under Florida law.]

Exhibit A - Statement of Work (SOW)

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

Exhibit B - Change Order Template

[Optional placeholder for standardized Change Order form.]

[// GUIDANCE:
1. Perform a consistency check to ensure all placeholders are completed before execution.
2. Verify that insurance limits and liability caps align with the Parties' risk tolerance and any industry-specific statutory minima.
3. If personal data is processed, incorporate a Data Processing Addendum compliant with FIPA and FDBR requirements.
4. Ensure non-solicitation provisions comply with Fla. Stat. section 542.335 requirements.
5. Consult Florida-licensed counsel regarding enforceability of jury waiver and limitation-of-liability clauses.]