Consulting Services Agreement

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CONSULTING SERVICES AGREEMENT

State of Hawaii

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: [________________________________]
Hawaii General Excise Tax License No.: [________________________________]

(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 Hawaii are authorized or required to close, including state holidays observed under HRS § 8-1.

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 Hawaii Uniform Trade Secrets Act, HRS § 482B-2.

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 Hawaii; 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. 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.

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 and fails to cure such breach within [____] days after receipt of written notice specifying the nature of the breach;

(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 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;

(d) Each Party shall return or destroy all Confidential Information of the other Party;

(e) All licenses granted by Consultant to Client for completed and paid-for Deliverables 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.

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.

ARTICLE 4: COMPENSATION AND PAYMENT TERMS

4.1 Fee Structure. Client shall pay Consultant the fees set forth in the applicable Statement of Work. Unless otherwise specified, 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).

☐ 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: [________________________________].

☐ 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 in connection with the Services, including:

Travel (airfare, inter-island flights, 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: $[________]

Air travel: Coach/economy class for flights under [____] hours; business class permitted for flights over [____] hours
Inter-island travel: Coach class
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 $[____].

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)
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 HRS § 478-2, any amounts not paid when due shall bear interest at the rate of:

☐ Ten percent (10%) per annum (Hawaii statutory default rate per HRS § 478-2); or

☐ [____]% per annum (not to exceed the maximum rate permitted by Hawaii law under HRS § 478-4, which permits rates up to the higher of 12% per annum or the rate set by the Commissioner of Financial Institutions for written contracts)

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;
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.

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, and any other taxes required by law.

(b) Hawaii General Excise Tax (GET). Consultant acknowledges that compensation received under this Agreement is subject to Hawaii's General Excise Tax under HRS § 237-1 et seq. Consultant shall be responsible for payment of its own GET obligations. The Parties agree as follows regarding GET:

☐ GET is included in Consultant's stated fees (Consultant absorbs GET); or

☐ Consultant may pass through the applicable GET surcharge to Client (currently 4% for Oahu; 4.5% for Oahu with county surcharge; 4% for other counties — verify current rates). If passed through, GET surcharge shall be separately itemized on each invoice.

(d) Consultant shall provide Client with a completed IRS Form W-9 upon execution of this Agreement.

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

4.9 Records and Audit.

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

(b) Upon reasonable notice (not less than [____] Business Days), Client may audit Consultant's records related to invoices submitted under this Agreement.

(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 AND TRADE SECRETS

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 any Confidential Information to any third party without the Disclosing Party's prior written consent;

(d) Not copy or reproduce any Confidential Information except as reasonably necessary;

(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.

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 of the Receiving Party;

(b) Was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party;

(d) Is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; 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, or legal process to disclose any Confidential Information, the Receiving Party shall:

(a) Provide the Disclosing Party with prompt written notice;

(b) Cooperate with the Disclosing Party's reasonable efforts to obtain protective treatment;

(d) Use reasonable efforts to ensure confidential treatment.

5.5 Trade Secrets Under Hawaii Law (HUTSA). The Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined under the Hawaii Uniform Trade Secrets Act, HRS § 482B-2. Under HUTSA:

(a) A "trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;

(b) Misappropriation of trade secrets may give rise to injunctive relief under HRS § 482B-3 and damages under HRS § 482B-4, including exemplary damages up to twice the award for willful and malicious misappropriation;

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

(d) The court may award reasonable attorney's fees to the prevailing party if a trade secret claim is made in bad faith or if willful and malicious misappropriation exists (HRS § 482B-5);

(e) The statute of limitations for misappropriation actions is three (3) years under HRS § 482B-7.

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

(a) The Receiving Party shall promptly return or destroy all Confidential Information;

(b) The Receiving Party shall certify in writing that it has complied with this Section;

(c) The Receiving Party may retain copies required by law or standard backup procedures, subject to continuing confidentiality obligations.

5.7 Injunctive Relief. The Parties acknowledge that a breach of this Article 5 may cause irreparable harm. Accordingly, the non-breaching Party shall be entitled to seek injunctive relief and other equitable remedies without the necessity of proving actual damages.

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

ARTICLE 6: INTELLECTUAL PROPERTY AND WORK PRODUCT

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 to Client all right, title, and interest in and to all Work Product worldwide, including all Intellectual Property Rights therein.

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. To the extent any Work Product does not qualify as a work made for hire, Consultant hereby irrevocably assigns to Client all copyrights therein.

6.3 Assignment of Inventions. Consultant hereby assigns to Client all inventions, discoveries, improvements, and innovations, whether or not patentable, conceived or developed in connection with the Services or using Client's Confidential Information.

6.4 Further Assurances. Consultant agrees to:

(a) Execute any documents reasonably requested by Client to evidence, perfect, or enforce Client's ownership of the Work Product;

(b) Cooperate with Client in the preparation and prosecution of any IP applications;

(d) Grant Client an irrevocable power of attorney to execute documents on Consultant's behalf if Consultant fails to do so within ten (10) days of request.

6.5 Consultant's Pre-Existing Materials.

(a) Consultant retains all right, title, and interest in Pre-Existing Materials. A list of Pre-Existing Materials is attached as Exhibit B (if applicable).

(b) To the extent Pre-Existing Materials are incorporated into Deliverables, Consultant grants Client a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license, with right to sublicense, to use, reproduce, modify, and distribute such Pre-Existing Materials solely as part of or in connection with the Deliverables.

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

6.7 Moral Rights. To the extent permitted by applicable law, Consultant hereby waives any "moral rights" or equivalent rights in the Work Product.

6.8 Client Materials. Client retains all right, title, and interest in Client Materials. Consultant shall use Client Materials only for performing the Services.

6.9 Residual Knowledge. Consultant shall be free to use general skills, knowledge, experience, ideas, concepts, know-how, and techniques retained in unaided memory ("Residual Knowledge"), provided this shall not be construed as a license to use Client's Confidential Information or trade secrets.

ARTICLE 7: INDEPENDENT CONTRACTOR STATUS

7.1 Independent Contractor Relationship. The relationship between Client and Consultant is that of independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employer-employee relationship.

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 deadlines in the Statement of Work;

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

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

7.3 Hawaii Independent Contractor Classification. The Parties intend that Consultant shall be classified as an independent contractor under Hawaii law, including for purposes of the Hawaii Employment Security Law, HRS § 383-1 et seq. Hawaii utilizes both the common law control test and the ABC test for different purposes:

(a) ABC Test (Unemployment Insurance — HRS § 383-6): For unemployment insurance purposes, a worker is presumed to be an employee unless the employer demonstrates:

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;
Factor B — Outside Usual Course of Business or Place of Business: The Services are either performed outside the usual course of Client's business or outside all of Client's places of business;
Factor C — Independent Business: Consultant is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as the Services;

(b) Common Law Control Test (Workers' Compensation — HRS § 386-1): For workers' compensation purposes, Hawaii applies the common law control test, examining whether Client has the right to control the manner and means by which the Services are performed. The Parties acknowledge:

Client does not control or direct the details, manner, or means of Consultant's work;
Consultant determines the methods and approaches for performing the Services;
Client specifies only the desired results and outcomes;

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;
Consultant operates under its own business name;
Consultant maintains its own GET license and business registrations;
Consultant has made a significant investment in its business.

7.4 No Employee Benefits. 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 off;
Workers' compensation coverage;
Unemployment insurance benefits;
Hawaii Temporary Disability Insurance (TDI) under HRS § 392-1 et seq.;
Hawaii Prepaid Health Care Act benefits under HRS § 393-1 et seq.;
Stock options or equity compensation;
Any other fringe benefits provided to Client's employees.

7.5 Taxes and Withholding.

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

(b) Consultant shall be solely responsible for payment of all taxes, including:

Federal and Hawaii state income taxes;
Self-employment taxes;
Hawaii General Excise Tax (GET) under HRS § 237-1 et seq.;
Any applicable unemployment or disability taxes;
All other taxes and contributions required by law.

(d) Consultant shall indemnify Client from any liability for taxes, penalties, or interest arising from a determination that Consultant is an employee of Client.

7.6 No Authority to Bind. Consultant shall have no authority to bind Client to any contract, commitment, or obligation, or to make any representation on behalf of Client, without Client's prior written consent.

7.7 Consultant's Business Expenses. Consultant shall be responsible for all of its own business expenses except those 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 that:

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

(b) It has full power and authority to enter into and perform this Agreement;

(d) Performance of this Agreement will not violate any applicable law or agreement;

(e) There is no pending or threatened litigation that would materially affect its ability to perform.

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

(a) Qualifications: Consultant possesses the necessary qualifications, skills, and professional licenses to perform the Services in accordance with industry standards;

(b) Performance Standards: The Services will be performed in a timely, professional, and workmanlike manner, in compliance with applicable laws including the laws of Hawaii;

(c) Originality and Non-Infringement: The Work Product will be original, will not infringe any third party's rights, and will be free from liens and encumbrances;

(d) Rights Grant: Consultant has not and will not grant any rights inconsistent with those granted to Client;

(e) Compliance: Consultant holds all required licenses, permits, and registrations, including any applicable Hawaii GET license;

(f) No Conflicts: Performance of the Services does not conflict with any obligation to third parties;

(g) Personnel: All personnel are legally authorized to work in the United States;

(h) No Viruses: Any software Deliverables will be free from viruses, malware, and malicious code;

(i) Warranty Period: For [____] days following acceptance, Deliverables will conform to SOW specifications. Consultant shall correct any non-conformity at no cost during the Warranty Period.

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

(a) Client has authority to provide access to facilities, systems, and information;

(b) Client will provide accurate and complete information;

(d) Use of Client Materials will not infringe third-party rights.

8.4 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

ARTICLE 9: INDEMNIFICATION

9.1 Indemnification by Consultant. Consultant shall indemnify, defend, and hold harmless Client and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns ("Client Indemnitees") from and against any and all third-party claims, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or relating to:

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

(b) Any negligent or wrongful act or omission of Consultant in connection with the Services;

(d) Any failure by Consultant to comply with applicable laws;

(e) Any claim relating to the classification of Consultant as an independent contractor;

(f) Any claim for personal injury or property damage caused by Consultant;

(g) Any breach of confidentiality by Consultant.

9.2 Indemnification by Client. Client shall indemnify, defend, and hold harmless Consultant and its Affiliates ("Consultant Indemnitees") from and against all Losses arising out of or relating to:

(a) Any breach by Client of any representation, warranty, or obligation;

(b) Any negligent or wrongful act or omission of Client;

(d) Client's use of Work Product in an unauthorized manner.

9.3 Indemnification Procedures. The Indemnified Party shall provide prompt written notice and allow the Indemnifying Party to assume control of the defense. The Indemnified Party shall cooperate reasonably in the defense.

9.4 IP Infringement Remedies. If any Deliverable becomes subject to an infringement claim, Consultant shall, at its expense: (a) procure the right to continue using it; (b) replace it with a non-infringing equivalent; or (c) modify it to make it non-infringing.

ARTICLE 10: LIMITATION OF LIABILITY

10.1 Limitation on Consequential Damages. EXCEPT FOR BREACHES OF ARTICLE 5, ARTICLE 6, CLAIMS UNDER ARTICLE 9, IP INFRINGEMENT, FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability. EXCEPT FOR THE EXCLUSIONS LISTED IN SECTION 10.1, THE TOTAL CUMULATIVE LIABILITY OF EACH PARTY SHALL NOT EXCEED:

☐ Option A: The total fees paid by Client during the twelve (12) months preceding the event giving rise to liability; or

☐ Option B: The total fees paid or payable under the applicable SOW; or

☐ Option C: $[________________]; or

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

10.3 Essential Basis of Bargain. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY REFLECT A FAIR ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN.

ARTICLE 11: INSURANCE REQUIREMENTS

11.1 Insurance Coverage. Throughout the term, Consultant shall maintain at its sole expense the following insurance from companies licensed to do business in the State of Hawaii 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 $[________________]

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

Per Claim Limit: Not less than $[________________]
Annual Aggregate: Not less than $[________________]

As required by Hawaii law (HRS § 386-1 et seq.) if Consultant has employees
Employers' Liability: Not less than $[________________] per accident

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

Combined Single Limit: Not less than $[________________] per accident

(e) Cyber Liability/Technology E&O Insurance (if applicable):

Per Claim Limit: Not less than $[________________]

11.2 Additional Insured. Client shall be named as an additional insured on Consultant's CGL policy.

11.3 Certificates of Insurance. Upon request, Consultant shall provide certificates of insurance and evidence of required coverages.

11.4 No Limitation of Liability. Insurance requirements shall not limit Consultant's liability under this Agreement.

ARTICLE 12: RESTRICTIVE COVENANTS

12.1 Applicability. This Article 12 shall apply only if the following box is checked:

☐ Restrictive Covenants Apply

12.2 Non-Solicitation of Employees. During the term of this Agreement and for a period of [________________] following termination, Consultant shall not directly or indirectly solicit, recruit, or hire any employee of Client with whom Consultant had material contact during the performance of the Services.

12.3 Non-Solicitation of Clients and Customers. During the term and for [________________] following termination, Consultant shall not directly or indirectly solicit any customer, client, or business partner of Client with whom Consultant had material contact during the Services for the purpose of providing competitive services.

12.4 Non-Competition. During the term and for [________________] following termination, Consultant shall not, within [________________________________], directly or indirectly engage in any business that competes with Client's business in the following areas: [________________________________].

12.5 Hawaii-Specific Restrictive Covenant Provisions.

(a) General Enforceability (HRS § 480-4). Hawaii courts evaluate non-compete agreements under HRS § 480-4 (combinations in restraint of trade). Non-compete covenants are enforceable only when they are: (i) ancillary to a legitimate purpose; (ii) reasonable in scope, duration, and geographic area; and (iii) not contrary to public policy. Hawaii courts scrutinize restrictive covenants closely and may decline to enforce overly broad restrictions.

(b) Technology Business Prohibition (Act 158 of 2015). If Client's business qualifies as a "technology business" as defined under Act 158 (2015) — i.e., a trade or business that derives the majority of its gross income from the sale or license of products or services resulting from software development or information technology development — then:

Non-compete clauses and non-solicitation clauses relating to employees of such technology business are void and unenforceable as of July 1, 2015;
This prohibition applies to employees but may be considered by courts in evaluating contractor non-competes with technology businesses;
This prohibition does not apply to non-disclosure or trade secret protection provisions;

(c) Judicial Modification. Hawaii courts have historically been reluctant to "blue pencil" overbroad restrictive covenants. Courts may decline to enforce an unreasonable covenant rather than reform it;

(d) Non-Solicitation vs. Non-Compete. Hawaii courts have generally been more receptive to enforcing non-solicitation provisions than outright non-competition restrictions, particularly where the restriction is narrowly tailored to protect trade secrets and customer relationships.

12.6 Reasonableness Acknowledgment. Consultant acknowledges that the restrictive covenants are reasonable and necessary to protect Client's legitimate business interests, that Consultant has had opportunity to consult independent counsel, and that a breach would cause Client irreparable harm.

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 Hawaii, without regard to its conflict of laws principles.

13.2 Jurisdiction and Venue. Any action arising out of this Agreement shall be brought exclusively in the state courts located in [________________] Circuit, State of Hawaii, or the United States District Court for the District of Hawaii. Each Party irrevocably submits to the exclusive jurisdiction of such courts.

13.3 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR ENTERING INTO THIS AGREEMENT.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Informal Resolution. The Parties shall first attempt to resolve any dispute through good-faith negotiation. Representatives with authority to settle shall meet within ten (10) Business Days of written notice of a dispute.

14.2 Formal Dispute Resolution. (Select one)

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

☐ Option B: Mediation Then Litigation. The Parties shall attempt mediation administered by [________________________________] in [________________], Hawaii, before proceeding with litigation.

☐ Option C: Binding Arbitration. Any dispute not resolved informally shall be resolved by binding arbitration administered by [________________________________] in [________________], Hawaii, in accordance with its Commercial Arbitration Rules.

☐ Option D: Mediation Then Arbitration. The Parties shall first attempt mediation. If unresolved, the dispute shall proceed to binding arbitration.

14.3 Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive relief from any court of competent jurisdiction to prevent irreparable harm.

14.4 Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.

ARTICLE 15: DATA PROTECTION AND PRIVACY

15.1 Data Protection Obligations. If Consultant receives, accesses, or processes personal information of Hawaii residents in connection with the Services, Consultant shall:

(a) Implement and maintain reasonable security measures to protect personal information from unauthorized access, use, modification, disclosure, or destruction;

(b) Comply with all applicable federal, state, and local data protection laws, including HRS § 487N-1 et seq.;

15.2 Data Breach Notification (HRS § 487N-2). In the event of a security breach involving personal information of Hawaii residents:

(a) Consultant shall notify Client immediately, and in no event later than forty-eight (48) hours, after discovery of a breach;

(b) Under HRS § 487N-2, notice to affected individuals must be provided "without unreasonable delay" consistent with the legitimate needs of law enforcement and any measures necessary to determine sufficient contact information, the scope of the breach, and restore the reasonable integrity, security, and confidentiality of the data system;

(c) "Personal information" under HRS § 487N-1 includes an individual's first name or first initial and last name in combination with: Social Security number, driver's license number, Hawaii state ID number, financial account number with access codes, or biometric data;

(d) If a breach affects more than one thousand (1,000) Hawaii residents, notification must also be provided to the Hawaii Office of Consumer Protection;

(e) Consultant shall cooperate fully with Client in investigating and remediating any breach and shall bear the costs of breach notification and remediation attributable to Consultant's actions or omissions.

15.3 Data Return and Destruction. Upon termination, Consultant shall return or securely destroy all personal information in its possession and certify such return or destruction in writing.

ARTICLE 16: HAWAII-SPECIFIC PROVISIONS

16.1 General Excise Tax (GET) Compliance. Consultant acknowledges the following GET obligations under HRS § 237-1 et seq.:

(a) Consulting services performed in Hawaii are subject to the General Excise Tax, currently assessed at 4% (with an additional county surcharge of 0.5% in the City and County of Honolulu — verify current rates and applicable county surcharges);

(b) Consultant shall maintain a valid Hawaii GET license and shall provide the license number to Client upon request;

(d) If the Parties have agreed that Consultant may pass through GET charges to Client, the visibly passed-on amount shall be separately itemized on invoices;

(e) Consultant shall indemnify Client from any liability, penalties, or interest arising from Consultant's failure to comply with GET obligations.

16.2 Hawaii Independent Contractor Classification — Summary of Tests.

(a) Workers' Compensation (HRS § 386-1 et seq.): Hawaii uses the common law "right to control" test. If a person has the power, express or implied, to command how the work will be accomplished, an employment relationship has been established. The key inquiry is whether Client has the right to control the method and manner of the work, not merely the result;

(b) Unemployment Insurance (HRS § 383-6): Hawaii applies the ABC test. All three prongs must be satisfied for independent contractor status. The burden is on the employer to prove all three prongs;

(c) Temporary Disability Insurance (HRS § 392-1 et seq.): Uses the common law control test for determining employee status;

(d) Prepaid Health Care Act (HRS § 393-1 et seq.): Uses the common law control test. Independent contractors are excluded from mandatory health care coverage requirements;

(e) Substance Over Form. Hawaii examines the actual working relationship rather than the label given by the parties. Having a written independent contractor agreement or receiving 1099 forms is not determinative.

16.3 Hawaii Interest Rate Limitations.

(a) Default Rate: Under HRS § 478-2, when no rate is specified in writing, the legal rate of interest is 10% per annum;

(b) Contract Rate: Under HRS § 478-3, the maximum interest rate that may be stipulated in a written contract is the higher of: (i) 12% per annum, or (ii) a rate published and set by the Commissioner of Financial Institutions;

16.4 Hawaii Non-Compete Enforceability Rules.

(a) Non-compete agreements are evaluated under HRS § 480-4 (restraint of trade). Courts consider whether the restriction is: (i) ancillary to a legitimate purpose; (ii) reasonably necessary to protect legitimate business interests; and (iii) not unduly prejudicial to the public interest;

(b) Hawaii courts apply heightened scrutiny to non-compete restrictions and have historically been less willing to enforce broad covenants;

(d) Non-solicitation agreements are generally more readily enforced than outright non-competes;

(e) The Hawaii Supreme Court has diminished the power of non-compete clauses and requires that restrictions be narrowly drawn.

16.5 Hawaii Workers' Compensation (HRS § 386-1 et seq.). If Consultant has employees performing Services in Hawaii:

(a) Consultant shall maintain workers' compensation insurance as required by HRS § 386-1 et seq.;

(b) Hawaii requires workers' compensation coverage for virtually all employees — there is no exemption based on number of employees;

16.6 Electronic Signatures (HRS § 489E-1 et seq.). This Agreement may be executed using electronic signatures in accordance with the Hawaii Uniform Electronic Transactions Act, HRS § 489E-1 et seq. Electronic signatures shall have the same legal effect as original ink signatures.

16.7 Hawaii Whistleblower Protections. Consultant acknowledges that Hawaii provides whistleblower protections under HRS § 378-62 for employees who report violations of law. Consultant shall not retaliate against any personnel who report potential violations in connection with the Services.

ARTICLE 17: ADDITIONAL GENERAL PROVISIONS

17.1 Entire Agreement. This Agreement, together with all Exhibits and Statements of Work, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and negotiations.

17.2 Amendment. This Agreement may not be amended except by a written instrument signed by both Parties.

17.3 Waiver. No waiver of any provision shall be effective unless in writing. No failure or delay in exercising any right shall operate as a waiver.

17.4 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable; if modification is not possible, it shall be severed without affecting the remaining provisions.

17.5 Assignment. Consultant shall not assign this Agreement without Client's prior written consent. Client may assign to an Affiliate or successor.

17.6 Notices. All notices shall be in writing and deemed given when delivered personally, by email (with confirmation), one Business Day after deposit with overnight courier, or three Business Days after deposit in U.S. mail, certified, return receipt requested.

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

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

17.7 Force Majeure. Neither Party shall be liable for failure to perform due to circumstances beyond reasonable control, including natural disasters, war, government actions, epidemics, or similar events. If a Force Majeure Event continues for more than [____] days, either Party may terminate.

17.8 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Delivery by email (PDF) or electronic transmission is effective.

17.9 Headings. Headings are for convenience only and shall not affect interpretation.

17.10 Construction. This Agreement shall be construed without regard to any presumption against the drafter.

17.11 Publicity. Neither Party shall issue press releases regarding this Agreement without the other Party's prior written consent.

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

17.13 Order of Precedence. In case of conflict: (a) Amendments; (b) this Agreement; (c) Change Orders; (d) SOWs; (e) Exhibits.

17.14 Export Compliance. The Parties shall comply with all applicable export control laws and regulations.

17.15 Anti-Corruption. Each Party represents that it has not and will not violate any applicable anti-corruption law, including the Foreign Corrupt Practices Act.

ARTICLE 18: SIGNATURES

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

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 HAWAII
COUNTY / CIRCUIT 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 Hawaii
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:

Client: [________________________________]
Consultant: [________________________________]

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

1. PROJECT OVERVIEW

Project Name: [________________________________]

Project Description:
[________________________________]
[________________________________]

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

2. SCOPE OF SERVICES

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

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

2.3 Out of Scope:
☐ [________________________________]
☐ [________________________________]

3. DELIVERABLES

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

4. PROJECT TIMELINE AND MILESTONES

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

Milestone	Description	Target Date	Payment Trigger
M1: Project Kickoff	[________________________________]	[__/__/____]	☐ Yes ☐ No
M2: [________________]	[________________________________]	[__/__/____]	☐ Yes ☐ No
M3: Project Completion	[________________________________]	[__/__/____]	☐ Yes ☐ No

5. COMPENSATION

5.1 Fee Structure: (Check applicable option)

☐ Fixed Fee: $[________________]

[____]% upon execution
[____]% upon completion of Milestone [____]
[____]% upon final acceptance

☐ Time and Materials:

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

Not-to-Exceed Amount: $[________________]

☐ Monthly Retainer: $[________] for [____] hours

5.2 Expense Budget: $[________________]

5.3 GET Pass-Through: ☐ Yes ☐ No — Rate: [____]%

5.4 Total SOW Value: $[________________]

6. CLIENT RESPONSIBILITIES

☐ Personnel Access: [________________________________]
☐ Systems/Data Access: [________________________________]
☐ Timely Decisions: Response time: [____] Business Days
☐ Other: [________________________________]

7. KEY PERSONNEL

Client Team:

Role	Name	Email	Phone
Project Sponsor	[________________________________]	[________________________________]	[________________________________]
Project Manager	[________________________________]	[________________________________]	[________________________________]

Consultant Team:

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

8. ACCEPTANCE CRITERIA

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

Client shall have [____] Business Days to review and accept or reject each Deliverable.

9. ASSUMPTIONS AND DEPENDENCIES

☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

10. SOW SIGNATURES

CLIENT:

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

CONSULTANT:

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

EXHIBIT B: PRE-EXISTING MATERIALS

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

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

EXECUTION CHECKLIST

Agreement Setup:
☐ All bracketed fields completed
☐ Party information verified
☐ Effective Date inserted
☐ Consultant's GET license number provided

Term and Termination (Article 3):
☐ Initial Term specified
☐ Renewal option selected
☐ Notice and cure periods specified

Compensation (Article 4):
☐ Fee structure selected with rates/amounts
☐ GET treatment selected (absorbed or passed through)
☐ Expense thresholds specified
☐ Payment terms and method selected
☐ Late payment interest rate selected

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

Insurance (Article 11):
☐ Coverage amounts specified

Restrictive Covenants (Article 12):
☐ Applicability determined
☐ Technology business status assessed under Act 158
☐ If applicable, durations and scope specified

Dispute Resolution (Article 14):
☐ Dispute resolution option selected
☐ Venue/circuit specified

Hawaii-Specific (Article 16):
☐ GET pass-through arrangement documented
☐ Independent contractor classification factors reviewed
☐ Consultant GET license verified

Final Review:
☐ Agreement reviewed by Hawaii-licensed legal counsel
☐ Both Parties have received fully executed copies
☐ IRS Form W-9 provided by Consultant
☐ Certificates of insurance provided (if applicable)
☐ Hawaii GET license number documented

This template is intended for use under the laws of the State of Hawaii. 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 licensed in the State of Hawaii 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.

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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: May 2026

Consulting Services Agreement