Consulting Services Agreement

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CONSULTING SERVICES AGREEMENT

State of Georgia

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: [________________________________]
Georgia 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."

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 Georgia 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 Georgia Trade Secrets Act, O.C.G.A. § 10-1-760 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;

(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 Georgia; 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 either:

(a) A written amendment to the existing Statement of Work; or

(b) A 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, in Client's reasonable judgment, do not perform satisfactorily. Consultant shall promptly replace such personnel at no additional cost to Client.

(c) Consultant may, with prior written consent of Client (which shall not be unreasonably withheld), engage subcontractors to perform portions of the Services, provided that:

Consultant shall remain fully responsible for the performance and conduct of such subcontractors;
Subcontractors shall be bound by confidentiality and intellectual property provisions at least as restrictive as those in this Agreement;
Consultant shall ensure subcontractors comply with all terms of 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 as reasonably necessary for Consultant to perform the Services;

(b) Designate a representative to serve as the primary point of contact for communications with Consultant regarding the Services;

(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 to the scope, schedule, or other aspects of the Services by submitting a written change order request to the other Party. The change order request shall describe the proposed change, the reason for the change, and the anticipated impact on schedule and fees. No change to the Services shall be effective unless documented in a written Change Order signed by authorized representatives of both Parties.

2.8 Project Management. Unless otherwise specified in the Statement of Work, Consultant shall:

(a) Provide regular status reports to Client at intervals specified in the Statement of Work;

(b) Promptly notify Client of any issues, delays, or circumstances that may affect the timely or successful completion of the Services;

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 in accordance with this Article 3.

☐ No Automatic Renewal: This Agreement shall expire at the end of the Initial Term unless the Parties execute a written extension.

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

3.2 Statement of Work Term. Each Statement of Work shall have its own term as specified therein. Expiration or termination of a Statement of Work shall not affect the validity of this Agreement or any other Statement of Work, and this Agreement shall continue in effect until all Statements of Work have expired or been terminated.

3.3 Termination for Convenience.

(a) Either Party may terminate this Agreement or any Statement of Work for any reason or no reason upon [____] days' prior written notice to the other Party.

(b) Upon termination for convenience by Client, Client shall pay Consultant for:

All Services satisfactorily performed through the effective date of termination;
All non-cancelable expenses properly incurred prior to receipt of termination notice;
Pro-rata portion of any prepaid fixed fees for work completed.

3.4 Termination for Cause. Either Party may terminate this Agreement or any Statement of Work immediately upon written notice to the other Party if:

(a) The other Party commits a material breach of any provision of this Agreement or the applicable Statement of Work and fails to cure such breach within [____] days after receipt of written notice specifying the nature of the breach in reasonable detail;

(b) The other Party commits a material breach that by its nature cannot be cured;

(c) The other Party becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, has a receiver or trustee appointed for a substantial portion of its assets, or ceases to conduct business in the normal course;

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

3.5 Termination for Non-Payment. Consultant may terminate this Agreement or any Statement of Work upon [____] days' written notice if Client fails to pay any undisputed amount when due and such failure continues for [____] days after written notice thereof.

3.6 Effect of Termination. Upon termination or expiration of this Agreement for any reason:

(a) Consultant shall immediately cease performing the Services unless otherwise directed by Client;

(b) Consultant shall deliver to Client within [____] days:

All completed Deliverables and Work Product;
All partially completed Deliverables and Work Product in their then-current state;
All Client materials, data, and Confidential Information in Consultant's possession or control;
A final accounting of all time spent and expenses incurred;

(c) Client shall pay Consultant for all Services satisfactorily performed and expenses properly incurred through the effective date of termination, less any amounts previously paid;

(d) Each Party shall return or destroy, at the disclosing Party's election, all Confidential Information of the other Party, except as required to be retained by law or professional standards;

(e) All licenses granted by Consultant to Client for completed and paid-for Deliverables and Work Product shall survive termination;

(f) The provisions of Articles 1 (Definitions), 5 (Confidentiality), 6 (Intellectual Property), 8 (Representations and Warranties), 9 (Indemnification), 10 (Limitation of Liability), and 13 (General Provisions) shall survive termination or expiration of this Agreement.

3.7 Transition Assistance. Upon request by Client and at Client's expense, Consultant shall provide reasonable transition assistance for a period of up to [____] days following termination to facilitate the orderly transfer of the Services to Client or a successor consultant.

ARTICLE 4: COMPENSATION AND PAYMENT TERMS

4.1 Fee Structure. In consideration of the Services to be performed by Consultant hereunder, Client shall pay Consultant the fees set forth in the applicable Statement of Work. Unless otherwise specified in the Statement of Work, fees shall be calculated as follows (check all that apply):

☐ Fixed Fee: Total fixed fee of $[________________] for the complete scope of Services described in the Statement of Work, 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 (if applicable): $[________________]

☐ Daily Rate: $[________] per day (minimum [____] hours per day) for services rendered by Consultant.

☐ Monthly Retainer: $[________] per month for up to [____] hours of Services. Additional hours beyond the retainer shall be billed at $[________] per hour. Unused retainer hours ☐ shall ☐ shall not roll over to subsequent months.

☐ Milestone-Based: Payment upon completion and acceptance of milestones as specified in the Statement of Work.

☐ Value-Based/Success Fee: [________________________________] (describe the fee arrangement and any conditions or performance metrics).

☐ Blended Rate: $[________] per hour regardless of the personnel performing the Services.

4.2 Rate Adjustments. Unless otherwise specified:

(a) Fee rates shall remain fixed for the Initial Term of this Agreement.

(b) For Renewal Terms, Consultant may increase fee rates by up to [____]% upon [____] days' written notice prior to the start of the Renewal Term.

4.3 Expenses and Reimbursement.

(a) Pre-Approved Expenses: Client shall reimburse Consultant for all reasonable and pre-approved out-of-pocket expenses incurred by Consultant in connection with the performance of the Services. Reimbursable expenses may include:

Travel (airfare, rail, car rental, mileage at the then-current IRS standard rate)
Lodging
Meals (reasonable and customary amounts)
Parking and ground transportation
Materials, supplies, and equipment specifically required for the Services
Third-party fees and licenses required for the Services
Other: [________________________________]

(b) Expense Approval Thresholds:

Expenses up to $[________] individually: No pre-approval required
Expenses exceeding $[________] individually: Prior written approval required
Monthly expense cap: $[________] (unless otherwise approved in writing)

Air travel: Coach/economy class for flights under [____] hours; business class permitted for flights over [____] hours
Lodging: Standard business hotel accommodations
Meals: Actual cost up to $[____] per day

(d) Expense Documentation: Consultant shall provide itemized receipts and supporting documentation for all expense reimbursement requests exceeding $[____].

(e) Non-Reimbursable Expenses: The following expenses are not reimbursable unless specifically approved in writing: [________________________________].

4.4 Invoicing.

(a) Consultant shall submit invoices to Client:
☐ 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 and date
Statement of Work reference number
Billing period covered
Detailed description of Services performed
Hours worked by personnel (if hourly billing)
Hourly rates and calculations
Milestones completed (if milestone billing)
Itemized expenses with receipts attached
Total amount due
Payment instructions

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

4.5 Payment Terms.

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

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

4.6 Late Payment Interest. Pursuant to O.C.G.A. § 7-4-2, any amounts not paid when due shall bear interest at the rate of:

☐ Seven percent (7%) per annum simple interest (Georgia statutory default rate); or

☐ One and one-half percent (1.5%) per month (18% per annum) as permitted under O.C.G.A. § 7-4-16 for commercial accounts; or

☐ [____]% per annum (not to exceed the maximum rate permitted by Georgia law)

from the due date until paid in full. Interest charges shall be in addition to all other remedies available to Consultant.

4.7 Disputed Invoices.

(a) If Client disputes any portion of an invoice in good faith, Client shall:

Notify Consultant in writing within [____] days of receipt of such invoice;
Specify in reasonable detail the nature of the dispute and the amount disputed;
Pay all undisputed amounts in accordance with Section 4.5.

(b) The Parties shall work diligently and in good faith to resolve any disputed amounts within thirty (30) days of Client's dispute notice.

(c) If the Parties cannot resolve the dispute within thirty (30) days, either Party may pursue the dispute resolution procedures set forth in Article 14.

4.8 Taxes.

(a) Consultant shall be solely responsible for all federal, state, and local taxes arising from the compensation paid to Consultant under this Agreement, including without limitation income taxes, self-employment taxes, employment taxes, and any other taxes or contributions required by law.

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

(d) Client shall issue IRS Form 1099 to Consultant as required by law.

(e) Unless otherwise specified, all fees are exclusive of sales, use, or value-added taxes. If any such taxes are applicable to the Services, Client shall pay such taxes or provide Consultant with a valid exemption certificate.

4.9 Records and Audit.

(a) Consultant shall maintain accurate and complete records of all time spent, expenses incurred, and work performed in connection with the Services for a period of [____] years following the termination or expiration of this Agreement.

(b) Upon reasonable notice (not less than [____] Business Days), Client may audit Consultant's records related to invoices submitted under this Agreement. Such audits shall be conducted during normal business hours at Consultant's place of business.

(c) If an audit reveals an overcharge of more than [____]%, Consultant shall reimburse Client for the overcharged amount plus Client's reasonable audit costs.

ARTICLE 5: CONFIDENTIALITY

5.1 Confidentiality Obligations. Each Party (as "Receiving Party") agrees to:

(a) Hold in strict confidence all Confidential Information of the other Party (as "Disclosing Party");

(b) Not disclose, publish, or otherwise disseminate any Confidential Information to any third party without the Disclosing Party's prior written consent;

(c) Not use any Confidential Information for any purpose other than the performance of its obligations or exercise of its rights under this Agreement;

(d) Not copy or reproduce any Confidential Information except as reasonably necessary for the purposes of this Agreement;

(e) Take all reasonable precautions to prevent unauthorized disclosure or use of Confidential Information.

5.2 Protective Measures. The Receiving Party shall protect the Disclosing Party's Confidential Information using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. The Receiving Party shall:

(a) Limit access to Confidential Information to those of its employees, agents, contractors, and professional advisors who have a legitimate need to know such information for purposes of this Agreement;

(b) Ensure that all persons with access to Confidential Information are bound by written confidentiality obligations at least as restrictive as those contained herein;

(c) Implement appropriate physical, electronic, and administrative safeguards to protect Confidential Information from unauthorized access, use, or disclosure.

5.3 Exclusions. The obligations set forth in this Article 5 shall not apply to information that the Receiving Party can demonstrate:

(a) Is or becomes publicly available through no fault, breach, or wrongful act of the Receiving Party;

(b) Was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party, as evidenced by written records, without any obligation of confidentiality;

(c) Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation to the Disclosing Party;

(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records; or

(e) Is approved for release by prior written authorization of the Disclosing Party.

5.4 Required Disclosure. If the Receiving Party is compelled by law, regulation, legal process, or governmental authority to disclose any Confidential Information, the Receiving Party shall:

(a) Provide the Disclosing Party with prompt written notice of such requirement (to the extent legally permitted) to allow the Disclosing Party opportunity to seek a protective order or other appropriate remedy;

(b) Cooperate with the Disclosing Party's reasonable efforts to obtain a protective order or other confidential treatment;

(d) Use reasonable efforts to ensure that any Confidential Information so disclosed is accorded confidential treatment.

5.5 Trade Secrets Under Georgia Law. The Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined under the Georgia Trade Secrets Act, O.C.G.A. § 10-1-760 et seq. With respect to such trade secrets:

(a) The confidentiality obligations set forth in this Article 5 shall continue for as long as such information remains a trade secret under applicable law;

(b) Each Party shall implement and maintain reasonable measures to preserve the trade secret status of such information, including without limitation confidentiality agreements, access controls, and security protocols;

(c) The remedies available under the Georgia Trade Secrets Act, including injunctive relief and damages under O.C.G.A. §§ 10-1-762 and 10-1-763, shall be in addition to any remedies available under this Agreement.

5.6 Return or Destruction of Confidential Information. Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request at any time:

(a) The Receiving Party shall promptly return or, at the Disclosing Party's election, destroy all Confidential Information of the Disclosing Party, including all copies, extracts, and summaries thereof;

(b) The Receiving Party shall certify in writing, signed by an authorized officer, that it has complied with this Section 5.6;

Copies of Confidential Information in accordance with its standard backup and archival procedures, provided such copies remain subject to the confidentiality obligations herein;
Copies required to be retained by law, regulation, or professional standards;
Work product and records that incorporate Confidential Information solely to the extent necessary to evidence the Receiving Party's rights and obligations under this Agreement.

5.7 Injunctive Relief. The Parties acknowledge that a breach of this Article 5 may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of any breach or threatened breach of this Article 5, the non-breaching Party shall be entitled to seek:

(a) Injunctive relief, specific performance, or other equitable remedies from any court of competent jurisdiction;

(b) Such relief without the necessity of proving actual damages;

in addition to any other remedies available at law or in equity.

5.8 Duration of Confidentiality Obligations. Except for trade secrets (which shall be protected for as long as they remain trade secrets), the confidentiality obligations under this Article 5 shall survive termination or expiration of this Agreement for a period of [____] years.

ARTICLE 6: INTELLECTUAL PROPERTY

6.1 Ownership of Work Product. All Work Product created by Consultant in the performance of the Services shall be the sole and exclusive property of Client. Consultant hereby irrevocably assigns and agrees to assign to Client all right, title, and interest in and to all Work Product worldwide, including all Intellectual Property Rights therein, free and clear of all liens, claims, and encumbrances.

6.2 Work Made for Hire. To the extent any Work Product constitutes a "work made for hire" as defined under the U.S. Copyright Act, 17 U.S.C. § 101 et seq., such Work Product shall be deemed a work made for hire, with Client as the author and owner of all copyrights therein from the moment of creation. To the extent any Work Product does not qualify as a work made for hire under applicable law, Consultant hereby irrevocably assigns to Client all copyrights, copyright applications, and copyright registrations, together with all renewals and extensions thereof, in and to such Work Product.

6.3 Assignment of Inventions. Consultant hereby assigns to Client all inventions, discoveries, improvements, and innovations, whether or not patentable, that are conceived, created, developed, or reduced to practice by Consultant, solely or jointly with others, in connection with the Services or using Client's Confidential Information ("Assigned Inventions"). This assignment includes all patents, patent applications, and rights to apply for patents in any country relating to the Assigned Inventions.

6.4 Further Assurances. Consultant agrees to:

(a) Execute any documents and take any actions reasonably requested by Client to evidence, perfect, register, or enforce Client's ownership of the Work Product and Assigned Inventions in any jurisdiction;

(b) Cooperate with Client in the preparation and prosecution of any patent, trademark, or copyright applications related to the Work Product;

(c) Provide reasonable assistance in any legal proceedings to protect Client's Intellectual Property Rights in the Work Product;

(d) Grant Client an irrevocable power of attorney, coupled with an interest, to execute documents on Consultant's behalf for the foregoing purposes if Consultant fails or refuses to do so within ten (10) days of Client's request.

6.5 Consultant's Pre-Existing Materials.

(a) Consultant retains all right, title, and interest in and to Pre-Existing Materials. A list of Pre-Existing Materials that may be incorporated into the Deliverables is attached hereto as Exhibit B (if applicable).

(b) To the extent any Pre-Existing Materials are incorporated into or necessary for the use of the Deliverables, Consultant hereby grants to Client a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license, with the right to sublicense, to use, reproduce, modify, create derivative works from, distribute, publicly display, and publicly perform such Pre-Existing Materials solely as part of or in connection with the Deliverables.

(c) Consultant represents and warrants that it has the right to grant the license in Section 6.5(b) and that such license does not conflict with any agreement with any third party.

6.6 Third-Party Materials.

(a) Consultant shall not incorporate any third-party materials, including open source software, into the Deliverables without the prior written consent of Client.

(b) If Client consents to the incorporation of third-party materials, Consultant shall:

Identify all such third-party materials and applicable licenses;
Obtain all necessary licenses and permissions;
Ensure that the license terms do not conflict with Client's ownership or use of the Deliverables;
Indemnify Client against any claims arising from the use of such third-party materials.

6.7 Moral Rights. To the extent permitted by applicable law, Consultant hereby irrevocably waives and agrees not to assert any "moral rights" or equivalent rights (including rights of attribution, integrity, and disclosure) that Consultant may have in the Work Product. Where such rights cannot be waived, Consultant agrees not to enforce such rights against Client or its licensees, successors, or assigns.

6.8 Client Materials. Client retains all right, title, and interest in and to any materials, data, information, trademarks, or other property provided by Client to Consultant for use in connection with the Services ("Client Materials"). Consultant shall use Client Materials only for the purpose of performing the Services and shall not modify, adapt, or create derivative works from Client Materials except as necessary to perform the Services or as authorized in writing by Client.

6.9 Residual Knowledge. Notwithstanding any other provision of this Agreement, Consultant shall be free to use Residual Knowledge in the conduct of its business. "Residual Knowledge" means general skills, knowledge, experience, ideas, concepts, know-how, and techniques that are retained in the unaided memory of Consultant's personnel who have had access to Client's Confidential Information, provided that this Section 6.9 shall not be construed as a license or right to use, disclose, or infringe upon any of Client's Confidential Information, trade secrets, or Intellectual Property Rights.

ARTICLE 7: INDEPENDENT CONTRACTOR STATUS

7.1 Independent Contractor Relationship. The relationship between Client and Consultant is that of independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employer-employee relationship between the Parties. Consultant is not an employee, agent, partner, or legal representative of Client for any purpose whatsoever.

7.2 Control and Discretion. Consultant shall have sole control over the manner, means, and methods of performing the Services, including:

(a) The time, place, and method of performance, subject only to the deadlines and specifications set forth in the Statement of Work;

(b) The sequence of tasks and the order of priorities;

(d) The personnel assigned to perform the Services (subject to Client's approval rights in Section 2.5).

Client shall have no right to control or direct the details, manner, or means of Consultant's work, and shall only specify the desired results and outcomes.

7.3 Georgia Independent Contractor Classification. The Parties intend that Consultant shall be classified as an independent contractor under Georgia law, including for purposes of the Georgia Employment Security Law, O.C.G.A. § 34-8-35. In furtherance of this intent, the Parties acknowledge and agree that:

(a) Factor A - Freedom from Control: Consultant is free from control and direction in the performance of the Services, both under this Agreement and in fact. Consultant determines when, where, and how Services are performed.

(b) Factor B - Outside Usual Course of Business: The Services are either:
☐ Performed outside the usual course of Client's business; or
☐ Performed outside all of Client's places of business.

(c) Factor C - Independent Business: Consultant is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as that involved in the Services, as evidenced by:

Consultant maintains its own business location;
Consultant provides services to multiple clients;
Consultant advertises and holds itself out as providing services to the public;
Consultant has its own business licenses, insurance, and tax registrations;
Consultant has made significant investment in its business.

(d) Additional Factors Under Georgia Law (O.C.G.A. § 34-8-35(f)): The Parties acknowledge the following factors indicating an independent contractor relationship:

Consultant has the right to work for others during the term of this Agreement;
Consultant can realize profit or loss from the engagement;
Consultant furnishes its own tools and equipment;
Consultant controls its own work schedule;
Client does not provide training to Consultant;
The Services are not an integral part of Client's regular business;
Consultant operates under its own business name.

7.4 No Employee Benefits. Consultant acknowledges and agrees that:

(a) Consultant shall not be entitled to any employee benefits from Client, including but not limited to:

Health, dental, vision, or life insurance;
Retirement benefits, pension, or 401(k) plans;
Paid vacation, sick leave, or personal time;
Workers' compensation coverage;
Unemployment insurance benefits;
Stock options or equity compensation;
Bonuses or profit-sharing;
Any other fringe benefits provided to Client's employees.

(b) Consultant shall be solely responsible for obtaining and paying for any insurance, benefits, or retirement savings Consultant deems necessary or appropriate.

7.5 Taxes and Withholding.

(a) Client shall not withhold any federal, state, or local income taxes, Social Security taxes (FICA), Medicare taxes, or any other taxes from payments to Consultant.

(b) Consultant shall be solely responsible for the payment of all taxes arising from compensation received under this Agreement, including but not limited to:

Federal and state income taxes;
Self-employment taxes;
Any applicable unemployment or disability taxes;
All other taxes and contributions required by law.

(d) Consultant shall indemnify and hold harmless Client from any liability for taxes, penalties, or interest arising from Consultant's failure to pay taxes or from any determination that Consultant is an employee of Client.

7.6 No Authority to Bind. Consultant shall have no authority to:

(a) Bind Client to any contract, agreement, commitment, or obligation;

(b) Make any representation, warranty, or promise on behalf of Client;

(d) Act as an agent of Client or hold itself out as such;

without the prior written consent of Client.

7.7 Consultant's Business Expenses. Consultant shall be responsible for all of its own business expenses, including but not limited to office space, utilities, supplies, equipment, software, professional dues, continuing education, business insurance, and similar expenses, except for those expenses that Client has agreed in writing to reimburse.

ARTICLE 8: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:

(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;

(b) It has the full power, authority, and legal capacity to enter into this Agreement and to perform its obligations hereunder;

(c) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate, company, or other action;

(d) This Agreement constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally;

(e) The performance of its obligations under this Agreement will not violate any applicable law, regulation, order, or judgment, or any agreement to which it is a party or by which it is bound;

(f) There is no pending or threatened litigation, arbitration, or governmental investigation that would materially affect its ability to perform its obligations under this Agreement.

8.2 Consultant's Representations and Warranties. Consultant represents and warrants to Client that:

(a) Qualifications: Consultant and its personnel possess the necessary qualifications, skills, training, experience, expertise, and professional licenses (if required) to perform the Services in a professional and competent manner in accordance with industry standards;

(b) Performance Standards: The Services will be performed:

In accordance with the specifications, requirements, and acceptance criteria set forth in the applicable Statement of Work;
In compliance with all applicable federal, state, and local laws, regulations, ordinances, and professional standards;
In a timely, professional, and workmanlike manner consistent with the highest standards of Consultant's industry or profession;

Will be original works of Consultant (except for Pre-Existing Materials, Client Materials, and approved third-party materials);
Will not infringe, misappropriate, or violate any Intellectual Property Rights or other rights of any third party;
Will be free from any liens, claims, or encumbrances;

(d) Rights Grant: Consultant has not granted and will not grant any rights in the Work Product that are inconsistent with or would impair the rights granted to Client under this Agreement;

(e) Compliance: Consultant:

Is in compliance with all applicable federal, state, and local laws, rules, and regulations;
Holds all licenses, permits, and registrations required to conduct its business and perform the Services in the State of Georgia;
Will comply with all applicable export control laws and regulations;

(f) No Debarment: Consultant has not been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any federal or state programs;

(g) No Conflicts: The performance of Services under this Agreement does not and will not conflict with any obligation Consultant owes to any third party, including any obligations under other consulting agreements, employment agreements, or confidentiality agreements;

(h) Personnel: All personnel assigned to perform the Services:

Are legally authorized to work in the United States;
Have the skills and experience necessary to perform their assigned tasks;
Are not subject to any restrictions that would prevent them from performing the Services or assigning Intellectual Property Rights to Client;

(i) No Viruses: Any software or code delivered as part of the Deliverables will be free from viruses, worms, Trojan horses, malware, and other malicious code;

(j) Warranty Period: For a period of [____] days following Client's acceptance of any Deliverable (the "Warranty Period"), such Deliverable will conform to the specifications and acceptance criteria set forth in the applicable Statement of Work and will be free from material defects and errors. Consultant shall, at no additional cost to Client, promptly correct any non-conformity or defect discovered during the Warranty Period.

8.3 Client's Representations and Warranties. Client represents and warrants to Consultant that:

(a) Client has the authority to provide Consultant with access to Client's facilities, systems, and information as contemplated by this Agreement;

(b) Client will provide accurate and complete information to Consultant as reasonably necessary for the performance of the Services;

(c) Client owns or has the right to use all Client Materials and has the right to authorize Consultant to use such materials in connection with the Services;

(d) The use of Client Materials as contemplated by this Agreement will not infringe or violate any third party's rights.

8.4 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. CONSULTANT DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL MEET CLIENT'S EXPECTATIONS OR THAT THE OPERATION OF ANY DELIVERABLE WILL BE UNINTERRUPTED OR ERROR-FREE.

ARTICLE 9: INDEMNIFICATION

9.1 Indemnification by Consultant. Subject to Article 10 and the limitations set forth in O.C.G.A. § 13-8-2, Consultant shall indemnify, defend, and hold harmless Client and its Affiliates, and their respective officers, directors, members, managers, employees, agents, successors, and assigns (collectively, "Client Indemnitees") from and against any and all third-party claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of or relating to:

(a) Any breach by Consultant of any representation, warranty, covenant, or obligation under this Agreement;

(b) Any negligent, reckless, or intentionally wrongful act or omission of Consultant or its employees, agents, or subcontractors in connection with the performance of the Services;

(c) Any claim that the Work Product, Deliverables, or Services infringe, misappropriate, or violate any third party's Intellectual Property Rights, except to the extent arising from Client Materials or Client's modifications to the Deliverables;

(d) Any failure by Consultant to comply with applicable federal, state, or local laws, rules, or regulations in the performance of the Services;

(e) Any claim by any governmental authority or third party relating to the classification of Consultant or its personnel as independent contractors, including any claim for unpaid taxes, wages, benefits, penalties, or interest;

(f) Any claim for personal injury or property damage caused by Consultant or its personnel in connection with the Services;

(g) Any breach of confidentiality or unauthorized disclosure or use of Client's Confidential Information by Consultant.

9.2 Indemnification by Client. Subject to Article 10, Client shall indemnify, defend, and hold harmless Consultant and its Affiliates, and their respective officers, directors, members, managers, employees, agents, successors, and assigns (collectively, "Consultant Indemnitees") from and against any and all Losses arising out of or relating to:

(a) Any breach by Client of any representation, warranty, covenant, or obligation under this Agreement;

(b) Any negligent, reckless, or intentionally wrongful act or omission of Client or its employees or agents;

(d) Client's use of the Work Product or Deliverables in a manner not authorized by this Agreement or in combination with materials or technology not provided by or approved by Consultant.

9.3 Indemnification Procedures. The Party seeking indemnification (the "Indemnified Party") shall:

(a) Provide prompt written notice to the indemnifying party (the "Indemnifying Party") of any claim, action, or proceeding for which indemnification is sought; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced by such failure;

(b) Allow the Indemnifying Party to assume sole control of the defense and settlement of such claim, including the selection of counsel, provided that:

The Indemnifying Party shall keep the Indemnified Party reasonably informed of the status of the defense;
The Indemnifying Party shall not settle any claim without the Indemnified Party's prior written consent if such settlement would impose any monetary liability on the Indemnified Party not covered by the indemnity, require the Indemnified Party to admit fault or wrongdoing, or adversely affect the Indemnified Party's rights or business;
The Indemnified Party may participate in the defense at its own expense with counsel of its choosing;

(c) Provide reasonable cooperation, information, and assistance to the Indemnifying Party in the defense of such claim at the Indemnifying Party's reasonable expense;

(d) Not settle or compromise any claim without the Indemnifying Party's prior written consent.

9.4 Georgia Indemnification Limitations. Notwithstanding any other provision of this Agreement:

(a) Pursuant to O.C.G.A. § 13-8-2(b), no Party shall be required to indemnify, defend, or hold harmless the other Party for damages arising from the other Party's sole negligence;

(b) The indemnification obligations in this Article 9 shall apply only to the extent caused by or resulting from the negligence, recklessness, or intentionally wrongful conduct of the Indemnifying Party or other persons employed or utilized by the Indemnifying Party in the performance of this Agreement;

(c) To the extent this Agreement involves design, engineering, or similar professional services, the indemnification provisions shall comply with O.C.G.A. § 13-8-2(c).

9.5 IP Infringement Remedies. If any Deliverable or Work Product becomes, or in Consultant's reasonable opinion is likely to become, the subject of an infringement or misappropriation claim, Consultant shall, at its sole expense and option:

(a) Procure for Client the right to continue using the allegedly infringing Deliverable;

(b) Replace the allegedly infringing Deliverable with a non-infringing equivalent of substantially similar functionality; or

(c) Modify the allegedly infringing Deliverable to make it non-infringing while maintaining substantially similar functionality.

If none of the foregoing options is commercially reasonable, Client may terminate this Agreement and receive a refund of fees paid for the infringing Deliverable.

ARTICLE 10: LIMITATION OF LIABILITY

10.1 Limitation on Consequential Damages. EXCEPT FOR:

BREACHES OF ARTICLE 5 (CONFIDENTIALITY);
BREACHES OF ARTICLE 6 (INTELLECTUAL PROPERTY);
CLAIMS ARISING UNDER ARTICLE 9 (INDEMNIFICATION);
CONSULTANT'S INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS;
FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT;
BREACH OF THE REPRESENTATIONS IN SECTION 8.2(c);

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE.

10.2 Cap on Liability. EXCEPT FOR:

BREACHES OF ARTICLE 5 (CONFIDENTIALITY);
BREACHES OF ARTICLE 6 (INTELLECTUAL PROPERTY);
CLAIMS ARISING UNDER ARTICLE 9 (INDEMNIFICATION);
CONSULTANT'S INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS;
FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT;
BREACH OF THE REPRESENTATIONS IN SECTION 8.2(c);

THE TOTAL CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED:

☐ Option A: The total fees actually paid by Client to Consultant under this Agreement during the twelve (12) month period immediately preceding the event or circumstances giving rise to such liability; or

☐ Option B: The total fees paid or payable under the applicable Statement of Work giving rise to such liability; or

☐ Option C: $[________________]; or

☐ Option D: [____] times the fees paid or payable under the applicable Statement of Work.

10.3 Minimum Liability Floor. Notwithstanding the foregoing cap, each Party's liability shall not be limited below $[________________].

10.4 Application of Limitations. The limitations set forth in this Article 10:

(a) Shall apply regardless of whether the damages arise from breach of contract, breach of warranty, tort (including negligence), strict liability, or any other legal or equitable theory;

(b) Shall apply even if a Party has been advised of the possibility of such damages;

(d) Shall not limit either Party's liability for:

Death or personal injury caused by its negligence;
Intentional misconduct or fraud;
Consultant's violation of Client's Intellectual Property Rights;
Amounts owed for Services properly performed and Deliverables accepted.

10.5 Essential Basis of Bargain. THE PARTIES ACKNOWLEDGE THAT:

(a) THE LIMITATIONS OF LIABILITY SET FORTH IN THIS ARTICLE 10 REFLECT AN INFORMED, VOLUNTARY, AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES;

(b) THIS ALLOCATION OF RISK IS AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES;

(d) ABSENT THESE LIMITATIONS, CONSULTANT WOULD NOT HAVE ENTERED INTO THIS AGREEMENT OR WOULD HAVE CHARGED SUBSTANTIALLY HIGHER FEES.

ARTICLE 11: INSURANCE REQUIREMENTS

11.1 Insurance Coverage. Throughout the term of this Agreement, Consultant shall maintain, at Consultant's sole expense, the following insurance coverages from insurance companies licensed to do business in the State of Georgia with an A.M. Best rating of A- or better:

(a) Commercial General Liability Insurance:

Per Occurrence Limit: Not less than $[________________]
General Aggregate Limit: Not less than $[________________]
Products/Completed Operations Aggregate: Not less than $[________________]
Personal and Advertising Injury: Not less than $[________________]
Coverage shall include premises and operations, products and completed operations, personal injury, advertising injury, contractual liability, and broad form property damage.

(b) Professional Liability (Errors and Omissions) Insurance:

Per Claim Limit: Not less than $[________________]
Annual Aggregate: Not less than $[________________]
Coverage shall include wrongful acts, errors, and omissions in the performance of professional services.
If coverage is written on a claims-made basis, Consultant shall maintain coverage for a period of [____] years following completion of the Services or purchase an extended reporting period ("tail coverage") for such period.

As required by Georgia law (O.C.G.A. § 34-9-1 et seq.) if Consultant has employees
Employers' Liability: Not less than $[________________] per accident, $[________________] per employee for disease, $[________________] policy limit for disease

(d) Business Automobile Liability Insurance (if applicable):

Combined Single Limit: Not less than $[________________] per accident
Coverage for owned, non-owned, and hired vehicles if used in connection with the Services

(e) Cyber Liability/Technology Errors and Omissions Insurance (if applicable):

Per Claim Limit: Not less than $[________________]
Coverage shall include data breach response, network security liability, privacy liability, and technology errors and omissions

(f) Umbrella/Excess Liability Insurance (optional):

Per Occurrence Limit: Not less than $[________________]
In excess of the underlying limits specified above

11.2 Additional Insured. Client, its Affiliates, and their respective officers, directors, employees, and agents shall be named as additional insureds on Consultant's Commercial General Liability policy and Business Automobile Liability policy (if applicable) with respect to liability arising out of or relating to this Agreement or the Services.

11.3 Waiver of Subrogation. Consultant shall cause its insurers to waive all rights of subrogation against Client, its Affiliates, and their respective officers, directors, employees, and agents.

11.4 Primary Coverage. Consultant's insurance shall be primary and non-contributory with respect to any insurance or self-insurance maintained by Client.

11.5 Certificates of Insurance. Upon Client's request, Consultant shall provide Client with:

(a) Certificates of insurance evidencing the coverages required by this Article 11;

(b) Copies of endorsements naming Client as additional insured;

(d) Written notice of any cancellation, non-renewal, or material change in coverage at least [____] days prior to such cancellation, non-renewal, or change.

11.6 No Limitation of Liability. The insurance requirements in this Article 11 shall not limit Consultant's liability under this Agreement. Any deductibles or self-insured retentions shall be the sole responsibility of Consultant.

11.7 Failure to Maintain Insurance. Failure to maintain the required insurance coverage shall constitute a material breach of this Agreement. If Consultant fails to maintain required coverage, Client may, at its option:

(a) Procure such coverage and charge the cost to Consultant;

(b) Suspend the Services until coverage is obtained; or

ARTICLE 12: RESTRICTIVE COVENANTS

12.1 Applicability. This Article 12 shall apply only if the following box is checked. If this Article 12 is not applicable, the Parties acknowledge that Consultant remains bound by the confidentiality obligations in Article 5 and the intellectual property provisions in Article 6.

☐ Restrictive Covenants Apply

12.2 Non-Solicitation of Employees. During the term of this Agreement and for a period of [________________] following the later of (i) termination or expiration of this Agreement, or (ii) completion of the last Statement of Work, Consultant shall not, directly or indirectly, on its own behalf or on behalf of any other person or entity:

(a) Solicit, recruit, hire, or engage any employee of Client with whom Consultant had material contact during the performance of the Services;

(b) Induce, encourage, or attempt to induce or encourage any such employee to leave Client's employment;

(c) Hire or engage any person who was an employee of Client at any time during the term of this Agreement and who left Client's employment within the preceding six (6) months.

12.3 Non-Solicitation of Clients and Customers. During the term of this Agreement and for a period of [________________] following the later of (i) termination or expiration of this Agreement, or (ii) completion of the last Statement of Work, Consultant shall not, directly or indirectly, on its own behalf or on behalf of any other person or entity:

(a) Solicit, contact, or approach any customer, client, vendor, or business partner of Client with whom Consultant had material contact or about whom Consultant received Confidential Information during the performance of the Services, for the purpose of:

Providing services that are competitive with the Services; or
Inducing such customer, client, vendor, or business partner to reduce or terminate its business relationship with Client;

(b) Divert or attempt to divert any business, project, or opportunity away from Client that Consultant learned about through the performance of the Services.

12.4 Non-Competition. During the term of this Agreement and for a period of [________________] following the later of (i) termination or expiration of this Agreement, or (ii) completion of the last Statement of Work, Consultant shall not, within the geographic area of [________________________________], directly or indirectly:

(a) Engage in, own, manage, operate, control, or participate in any business that competes with Client's business in the following areas: [________________________________];

(b) Be employed by, provide services to, or consult for any business that competes with Client in the areas described above;

(c) Have any ownership interest (other than ownership of less than 5% of the publicly traded securities of any company) in any business that competes with Client in the areas described above.

12.5 Georgia Restrictive Covenants Act Compliance. The Parties acknowledge that:

(a) The restrictive covenants set forth in this Article 12 are governed by the Georgia Restrictive Covenants Act, O.C.G.A. § 13-8-50 et seq.;

(b) The Parties intend for such covenants to be reasonable in time, geographic area, and scope of prohibited activities as required by O.C.G.A. § 13-8-53;

(c) Pursuant to O.C.G.A. § 13-8-54, if any court of competent jurisdiction determines that any restrictive covenant is overbroad or unenforceable as written, the court may modify such covenant to the minimum extent necessary to make it enforceable, and such covenant as modified shall be enforceable as if originally set forth herein;

(d) For purposes of O.C.G.A. § 13-8-53(a), any time restriction of two (2) years or less shall be presumed reasonable for non-solicitation covenants applicable to former employees;

(e) Non-solicitation covenants are not required to contain express geographic restrictions to be enforceable under the Georgia Restrictive Covenants Act, provided they are reasonable in scope.

12.6 Reasonableness Acknowledgment. Consultant acknowledges and agrees that:

(a) Consultant has had adequate opportunity to consult with independent legal counsel regarding this Article 12;

(b) The restrictive covenants herein are reasonable and necessary to protect Client's legitimate business interests, including its Confidential Information, trade secrets, customer relationships, employee relationships, and goodwill;

(d) Consultant has received adequate consideration for the restrictive covenants, including the engagement to perform the Services and access to Client's Confidential Information;

(e) Consultant's experience and capabilities are such that enforcement of the restrictive covenants will not prevent Consultant from earning a livelihood;

(f) A breach of the restrictive covenants would cause Client irreparable harm.

12.7 Tolling. If Consultant violates any restrictive covenant in this Article 12, the duration of such covenant shall be extended by the period of the violation.

ARTICLE 13: GENERAL PROVISIONS

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles that would require application of the laws of another jurisdiction. The Parties agree that the Uniform Commercial Code, as adopted in Georgia, shall not apply to this Agreement except to the extent the Services involve the sale of goods.

13.2 Jurisdiction and Venue. Any action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts located in [________________] County, Georgia, or the United States District Court for the [________________] District of Georgia. Each Party hereby:

(a) Irrevocably submits to the exclusive jurisdiction of such courts for the purpose of any such action, suit, or proceeding;

(b) Waives any objection to the laying of venue in such courts;

(d) Consents to service of process by any means permitted by applicable law.

13.3 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY STATEMENT OF WORK, OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER APPLIES WHETHER THE CLAIM OR CAUSE OF ACTION ARISES IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT:

(a) IT HAS READ AND UNDERSTANDS THIS WAIVER;

(b) IT HAS HAD AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS WAIVER;

ARTICLE 14: DISPUTE RESOLUTION

14.1 Informal Resolution. Prior to initiating any formal dispute resolution proceeding, the Parties shall first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through informal negotiation. Either Party may initiate informal dispute resolution by providing written notice to the other Party describing the dispute. Within ten (10) Business Days of such notice, representatives of the Parties with authority to settle the dispute shall meet (in person or by telephone) to attempt to resolve the dispute. If the dispute is not resolved within thirty (30) days of the initial notice, either Party may proceed with the formal dispute resolution process selected below.

14.2 Formal Dispute Resolution. (Select one)

☐ Option A: Litigation. Any dispute not resolved through informal negotiation may be submitted to the courts specified in Section 13.2.

☐ Option B: Mediation Then Litigation. If the dispute is not resolved through informal negotiation, the Parties shall attempt in good faith to resolve the dispute through mediation administered by [________________________________] (e.g., JAMS, AAA) in [________________], Georgia, before a single mediator selected by mutual agreement or by the administering organization. The mediation shall be conducted in accordance with the mediation rules of the administering organization. The costs of mediation (excluding attorneys' fees) shall be shared equally by the Parties. If the dispute is not resolved within [____] days after the commencement of mediation, either Party may proceed with litigation.

☐ Option C: Binding Arbitration. Any dispute not resolved through informal negotiation shall be resolved by final and binding arbitration administered by [________________________________] (e.g., JAMS, AAA) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be:

Conducted in [________________], Georgia;
Before a single arbitrator (for disputes under $[________________]) or a panel of three arbitrators (for disputes of $[________________] or more) selected in accordance with the administering organization's rules;
Conducted in the English language;
Kept confidential by the Parties.

The arbitrator(s) shall have the authority to grant any remedy or relief that a court of competent jurisdiction could grant, including specific performance and injunctive relief, except that the arbitrator(s) shall not have authority to award punitive or exemplary damages. The arbitrator's decision shall be final and binding on the Parties, and judgment on the award may be entered in any court of competent jurisdiction. The prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

☐ Option D: Mediation Then Arbitration. The Parties shall first attempt mediation as described in Option B. If the dispute is not resolved through mediation, the dispute shall be resolved through binding arbitration as described in Option C.

14.3 Injunctive Relief. Notwithstanding the foregoing, either Party may seek preliminary or permanent injunctive relief from any court of competent jurisdiction to prevent irreparable harm, including but not limited to violations of Article 5 (Confidentiality), Article 6 (Intellectual Property), or Article 12 (Restrictive Covenants), without first engaging in informal negotiation, mediation, or arbitration.

14.4 Continued Performance. During the pendency of any dispute resolution proceeding, the Parties shall continue to perform their respective obligations under this Agreement to the extent reasonably practicable, except for the obligations in dispute.

14.5 Attorneys' Fees. In any action, suit, or proceeding to enforce this Agreement or to recover damages for breach of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees, court costs, expert witness fees, and other costs and expenses of litigation or arbitration, in addition to any other relief to which such Party may be entitled.

ARTICLE 15: ADDITIONAL GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement, together with all Exhibits, Statements of Work, Change Orders, and other documents expressly incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties, whether oral or written, relating to such subject matter. Each Party acknowledges that it has not relied on any statement, representation, warranty, or agreement of the other Party except as expressly set forth in this Agreement.

15.2 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. No amendment shall be effective unless it expressly references this Agreement and states the Parties' intention to amend this Agreement.

15.3 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement of the waiver is sought. No failure or delay by either Party in exercising any right, power, remedy, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, remedy, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, remedy, or privilege. All rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies provided by law.

15.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent as closely as possible. If such modification is not possible, such provision shall be severed from this Agreement. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect.

15.5 Assignment.

(a) Consultant shall not assign, transfer, delegate, or subcontract this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of Client, which consent may be withheld in Client's sole discretion. Any purported assignment in violation of this Section shall be null and void.

(b) Client may assign this Agreement to:

Any Affiliate of Client;
Any successor in interest by merger, consolidation, reorganization, or acquisition of all or substantially all of Client's assets or equity interests;
Any purchaser of all or substantially all of the assets or business to which this Agreement relates.

(c) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

15.6 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given:

(a) When delivered personally (with written confirmation of receipt);

(b) When sent by email (with confirmation of receipt or no bounce-back notification) during normal business hours of the recipient, and if sent outside such hours, on the next Business Day;

(c) One (1) Business Day after deposit with a nationally recognized overnight courier service, prepaid for next-Business-Day delivery, with tracking capability;

(d) Three (3) Business Days after deposit in the United States mail, certified or registered mail, return receipt requested, postage prepaid.

Notices shall be addressed to the Parties at the addresses set forth in the preamble to this Agreement or at such other address as either Party may designate by notice to the other Party in accordance with this Section.

If to Client:
Attention: [________________________________]
Email: [________________________________]
Address: [________________________________]

If to Consultant:
Attention: [________________________________]
Email: [________________________________]
Address: [________________________________]

15.7 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) if such failure or delay results from a Force Majeure Event. "Force Majeure Event" means circumstances beyond a Party's reasonable control, including but not limited to acts of God, natural disasters (earthquakes, floods, hurricanes, tornadoes), war, terrorism, civil unrest, riots, armed conflict, government actions, embargoes, sanctions, epidemics, pandemics, quarantines, labor disputes not involving the affected Party's employees, failures of third-party telecommunications or power supply, or cyberattacks affecting critical infrastructure. The affected Party shall:

(a) Provide prompt written notice to the other Party of the Force Majeure Event, its expected duration, and its anticipated impact on performance;

(b) Use reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable;

If a Force Majeure Event continues for more than [____] days, either Party may terminate this Agreement upon written notice to the other Party.

15.8 Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by email (PDF) or other electronic transmission shall be as effective as delivery of an original executed counterpart. Pursuant to the Georgia Uniform Electronic Transactions Act, O.C.G.A. § 10-12-1 et seq., and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN), electronic signatures shall be given the same legal effect as original ink signatures.

15.9 Headings. The headings, captions, and section numbers in this Agreement are for convenience of reference only, shall not be considered part of this Agreement, and shall not affect the interpretation or construction of this Agreement.

15.10 Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the Party causing this Agreement to be drafted. The terms "include," "includes," and "including" shall be deemed to be followed by the words "without limitation." The word "or" shall be interpreted in the inclusive sense (i.e., "and/or"). References to "days" shall mean calendar days unless otherwise specified. References to statutes or regulations include all amendments, modifications, and successor statutes or regulations.

15.11 Publicity and Use of Name. Neither Party shall issue any press release, public statement, or marketing materials regarding this Agreement or the relationship between the Parties without the prior written consent of the other Party, except:

(a) As required by law, regulation, or court order (in which case the disclosing Party shall provide advance notice to the other Party to the extent practicable);

(b) Consultant may identify Client as a client and provide a general description of the Services in proposals, capability statements, and similar business development materials, unless Client provides written notice prohibiting such use.

15.12 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement. The Client Indemnitees and Consultant Indemnitees are intended third-party beneficiaries of Article 9 solely for purposes of enforcing their rights to indemnification thereunder.

15.13 Relationship to Other Agreements. In the event of any conflict between the terms of this Agreement and any Statement of Work, the terms of this Agreement shall control unless the Statement of Work expressly states that it is intended to supersede specific provisions of this Agreement.

15.14 No Implied Licenses. Nothing in this Agreement shall be construed as granting any rights by license, estoppel, implication, or otherwise under any Intellectual Property Rights, except as expressly set forth herein.

15.15 Export Compliance. The Parties shall comply with all applicable export control laws and regulations, including the Export Administration Regulations (15 C.F.R. Parts 730-774) and the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130). Consultant shall not export or re-export any Deliverables, Work Product, or technical data received from Client without all required export licenses or authorizations.

15.16 Anti-Corruption. Each Party represents and warrants that it has not and will not, in connection with this Agreement, directly or indirectly offer, pay, promise to pay, or authorize the payment of any money or anything of value to any government official, political party, candidate for public office, or any other person, for the purpose of influencing any act or decision or securing any improper advantage in violation of the Foreign Corrupt Practices Act (15 U.S.C. § 78dd-1 et seq.) or any other applicable anti-corruption law.

15.17 Order of Precedence. In the event of any conflict or inconsistency among the documents comprising this Agreement, the following order of precedence shall apply (from highest to lowest):

(a) Any written amendment to this Agreement signed by both Parties;

(b) This Agreement (the main body);

(d) The applicable Statement of Work;

(e) Exhibits and attachments.

ARTICLE 16: SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Consulting Services Agreement as of the Effective Date first written above. Each signatory below represents and warrants that he or she has the authority to execute this Agreement on behalf of the Party indicated.

CLIENT:

[________________________________]
(Print Name of Entity)

By: [________________________________]
Print Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CONSULTANT:

[________________________________]
(Print Name of Entity or Individual)

By: [________________________________]
Print Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

OPTIONAL NOTARIZATION

STATE OF GEORGIA
COUNTY OF [________________]

Before me, the undersigned notary public, on this [____] day of [________________], 20[____], personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

[________________________________]
Notary Public, State of Georgia
My Commission Expires: [__/__/____]

[NOTARY SEAL]

EXHIBIT A: STATEMENT OF WORK

STATEMENT OF WORK NO. [____]

Effective Date: [__/__/____]

This Statement of Work ("SOW") is entered into pursuant to and subject to the terms and conditions of the Consulting Services Agreement dated [__/__/____] (the "Agreement") between the following parties:

Client: [________________________________]
Consultant: [________________________________]

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. In the event of any conflict between this SOW and the Agreement, the Agreement shall control unless this SOW expressly states otherwise.

1. PROJECT OVERVIEW

Project Name: [________________________________]

Project Description:
[________________________________]
[________________________________]
[________________________________]
[________________________________]

Project Objectives:
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

Business Context/Background:
[________________________________]
[________________________________]

2. SCOPE OF SERVICES

Consultant shall perform the following Services during the term of this SOW:

2.1 [Service Category/Phase 1]: [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

2.2 [Service Category/Phase 2]: [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

2.3 [Service Category/Phase 3]: [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

2.4 Out of Scope:
The following activities are expressly excluded from this SOW:
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

3. DELIVERABLES

Consultant shall deliver the following Deliverables to Client in accordance with the specifications below:

No.	Deliverable	Description	Format	Due Date
1	[________________________________]	[________________________________]	[____]	[__/__/____]
2	[________________________________]	[________________________________]	[____]	[__/__/____]
3	[________________________________]	[________________________________]	[____]	[__/__/____]
4	[________________________________]	[________________________________]	[____]	[__/__/____]
5	[________________________________]	[________________________________]	[____]	[__/__/____]

Deliverable Specifications:
[________________________________]
[________________________________]

4. PROJECT TIMELINE AND MILESTONES

SOW Term: [__/__/____] through [__/__/____]

Milestone	Description	Target Date	Payment Trigger (if applicable)
M1: Project Kickoff	[________________________________]	[__/__/____]	☐ Yes ☐ No
M2: [________________]	[________________________________]	[__/__/____]	☐ Yes ☐ No
M3: [________________]	[________________________________]	[__/__/____]	☐ Yes ☐ No
M4: [________________]	[________________________________]	[__/__/____]	☐ Yes ☐ No
M5: Project Completion	[________________________________]	[__/__/____]	☐ Yes ☐ No

Critical Path Dependencies:
[________________________________]

5. COMPENSATION

5.1 Fee Structure: (Check applicable option)

☐ Fixed Fee:
Total Fixed Fee: $[________________]
Payment Schedule:

[____]% ($[________________]) upon execution of this SOW
[____]% ($[________________]) upon completion of Milestone [____]
[____]% ($[________________]) upon completion of Milestone [____]
[____]% ($[________________]) upon final acceptance

☐ Time and Materials:

Personnel Role	Hourly Rate	Estimated Hours	Estimated Total
[________________]	$[________]	[____]	$[________________]
[________________]	$[________]	[____]	$[________________]
[________________]	$[________]	[____]	$[________________]

Estimated Total: $[________________]
Not-to-Exceed Amount: $[________________]

☐ Milestone-Based:

Milestone	Deliverable	Payment Amount	Due Upon
M[____]	[________________________________]	$[________________]	Acceptance of Deliverable
M[____]	[________________________________]	$[________________]	Acceptance of Deliverable
M[____]	[________________________________]	$[________________]	Acceptance of Deliverable

☐ Monthly Retainer:
Monthly Retainer: $[________] for [____] hours
Additional Hours: $[________] per hour
Term: [____] months

5.2 Expense Budget:
Pre-Approved Expense Budget: $[________________]
Categories: [________________________________]

5.3 Total SOW Value: $[________________]

6. CLIENT RESPONSIBILITIES

Client shall provide the following support, resources, and cooperation:

☐ Personnel Access:

Primary Contact: [________________________________]
Subject Matter Experts: [________________________________]
Decision Makers: [________________________________]

☐ Facilities/Equipment:

[________________________________]

☐ Systems/Data Access:

[________________________________]

☐ Information/Materials:

[________________________________]

☐ Timely Decisions/Approvals:

Response time for approvals: [____] Business Days

☐ Other:

[________________________________]

7. KEY PERSONNEL

Client Team:

Role	Name	Email	Phone
Project Sponsor	[________________________________]	[________________________________]	[________________________________]
Project Manager	[________________________________]	[________________________________]	[________________________________]
Subject Matter Expert	[________________________________]	[________________________________]	[________________________________]

Consultant Team:

Role	Name	Email	Phone
Project Lead	[________________________________]	[________________________________]	[________________________________]
Senior Consultant	[________________________________]	[________________________________]	[________________________________]
Consultant	[________________________________]	[________________________________]	[________________________________]

8. ACCEPTANCE CRITERIA AND PROCEDURES

8.1 Acceptance Criteria:
Deliverables shall be deemed to meet the Acceptance Criteria if they:
☐ Conform to the specifications set forth in this SOW
☐ Are free from material defects and errors
☐ [________________________________]
☐ [________________________________]

8.2 Acceptance Procedure:
(a) Consultant shall deliver each Deliverable with a written notice of delivery.
(b) Client shall have [____] Business Days to review each Deliverable and provide written notice of acceptance or rejection.
(c) If Client rejects a Deliverable, Client shall provide specific, detailed written reasons for rejection.
(d) Consultant shall have [____] Business Days to cure any deficiencies and redeliver the Deliverable.
(e) Client shall have [____] Business Days after redelivery to accept or reject the corrected Deliverable.
(f) If Client fails to provide written notice of acceptance or rejection within the applicable review period, the Deliverable shall be deemed accepted.

8.3 Acceptance Testing (if applicable):
[________________________________]

9. ASSUMPTIONS AND DEPENDENCIES

9.1 Assumptions:
This SOW is based on the following assumptions. If any assumption proves incorrect, a Change Order may be required:
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

9.2 Dependencies:
The successful completion of this SOW depends on:
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

9.3 Risks:

Risk	Probability	Impact	Mitigation
[________________________________]	☐ High ☐ Med ☐ Low	☐ High ☐ Med ☐ Low	[________________________________]
[________________________________]	☐ High ☐ Med ☐ Low	☐ High ☐ Med ☐ Low	[________________________________]

10. REPORTING AND COMMUNICATION

10.1 Status Reports:
Consultant shall provide written status reports: ☐ Weekly ☐ Bi-weekly ☐ Monthly ☐ Other: [________]

10.2 Status Meetings:
Frequency: ☐ Weekly ☐ Bi-weekly ☐ Monthly ☐ As needed
Format: ☐ In-person ☐ Video conference ☐ Phone
Participants: [________________________________]

10.3 Issue Escalation:
Level 1 (Project Manager): [________________________________]
Level 2 (Executive Sponsor): [________________________________]

11. CHANGE MANAGEMENT

Any changes to this SOW, including changes to scope, schedule, Deliverables, or fees, must be documented in a written Change Order signed by authorized representatives of both Parties. Change Order requests shall include:

Description of the proposed change
Reason for the change
Impact on schedule
Impact on fees
Impact on Deliverables

12. SOW-SPECIFIC TERMS

☐ Additional Terms: [________________________________]

☐ Modifications to Agreement: The following provisions of the Agreement are modified for purposes of this SOW only:
[________________________________]

13. SOW SIGNATURES

The Parties have executed this Statement of Work as of the Effective Date first written above.

CLIENT:

By: [________________________________]
Print Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CONSULTANT:

By: [________________________________]
Print Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT B: PRE-EXISTING MATERIALS

The following Pre-Existing Materials owned by Consultant may be incorporated into the Deliverables and are subject to the license granted in Section 6.5 of the Agreement:

Item	Description	Ownership
[________________________________]	[________________________________]	Consultant
[________________________________]	[________________________________]	Consultant
[________________________________]	[________________________________]	Consultant

☐ No Pre-Existing Materials are anticipated to be incorporated into the Deliverables.

EXECUTION CHECKLIST

Before executing this Agreement, ensure the following items have been completed:

Agreement Setup:
☐ All bracketed fields in the Agreement have been completed with appropriate information
☐ Party information (names, addresses, entity types) is accurate and complete
☐ Effective Date has been inserted

Term and Termination (Article 3):
☐ Initial Term duration specified
☐ Renewal option selected (automatic or no automatic renewal)
☐ Notice periods for termination specified
☐ Cure periods for breach specified

Compensation (Article 4):
☐ Fee structure option(s) selected and rates/amounts specified
☐ Expense thresholds and approval requirements specified
☐ Invoice frequency selected
☐ Payment terms (days until payment due) specified
☐ Payment method selected
☐ Late payment interest rate option selected

Confidentiality (Article 5):
☐ Duration of confidentiality obligations specified

Representations and Warranties (Article 8):
☐ Warranty Period duration specified

Limitation of Liability (Article 10):
☐ Liability cap option selected and amount specified (if applicable)
☐ Minimum liability floor specified (if applicable)

Insurance (Article 11):
☐ Insurance coverage amounts specified for each required coverage
☐ Notice period for insurance changes specified

Restrictive Covenants (Article 12):
☐ Determined whether Restrictive Covenants apply (box checked or unchecked)
☐ If applicable, duration of restrictions specified
☐ If applicable, geographic scope specified (for non-compete)
☐ If applicable, prohibited competitive activities specified

Dispute Resolution (Article 14):
☐ Dispute resolution option selected
☐ If mediation or arbitration, administering organization specified
☐ Location for dispute resolution specified

General Provisions (Article 13 & 15):
☐ County and federal district for jurisdiction specified
☐ Force majeure termination period specified
☐ Notice addresses completed for both Parties

Statement of Work (Exhibit A):
☐ SOW Number assigned
☐ Project overview and objectives completed
☐ Scope of Services detailed
☐ Deliverables table completed with descriptions, formats, and due dates
☐ Milestones and timeline completed
☐ Fee structure selected and amounts specified
☐ Expense budget specified
☐ Client responsibilities listed
☐ Key personnel identified for both Parties
☐ Acceptance criteria and procedures specified
☐ Assumptions and dependencies documented
☐ Reporting and communication schedule specified

Pre-Existing Materials (Exhibit B):
☐ Pre-Existing Materials listed or indicated as not applicable

Final Review:
☐ Agreement has been reviewed by Georgia-licensed legal counsel
☐ Both Parties have received copies of the fully executed Agreement and all Exhibits
☐ Consultant has provided completed IRS Form W-9
☐ Consultant has provided certificates of insurance (if applicable)

This template is intended for use under the laws of the State of Georgia. The statutory citations referenced herein were current as of the last updated date and should be verified before execution. This document does not constitute legal advice and should be reviewed by qualified legal counsel before use.

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About This Template

A contract is a written record of what two or more parties agreed to and what happens if someone does not follow through. Clear language, defined terms, and clean signature blocks keep disputes small and enforceable. The most common mistakes in contracts come from vague promises, missing details about timing or payment, and skipping standard protective clauses like governing law and dispute resolution.

Important Notice

This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.

Last updated: February 2026

Consulting Services Agreement