Consulting Services Agreement

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CONSULTING SERVICES AGREEMENT

State of Iowa

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: [________________________________]

(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 Iowa 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 Iowa Uniform Trade Secrets Act, Iowa Code § 550.2.

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, 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 outside the scope of this Agreement.

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

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

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, or reduced to practice by Consultant in connection with 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. The Parties may execute additional Statements of Work from time to time, each subject to 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 in Consultant's industry or profession;

(d) Using qualified personnel with appropriate skills and experience;

(e) In compliance with all applicable federal, state, and local laws, including Iowa law; and

(f) Free from material defects and errors.

2.3 Service Deliverables. Consultant shall provide Deliverables as specified in each SOW in accordance with the delivery schedule and acceptance criteria therein.

2.4 Additional Services. No additional services shall be performed unless documented in a written amendment or new SOW signed by both Parties.

2.5 Consultant Personnel.

(a) Consultant shall assign qualified personnel. Key personnel shall not be replaced without Client's prior written consent.

(b) Client may request replacement of unsatisfactory personnel at no additional cost.

(c) Consultant may engage subcontractors with Client's prior written consent, provided subcontractors are bound by equivalent confidentiality and IP provisions.

2.6 Client Cooperation. Client shall provide reasonable access to personnel, facilities, systems, and information as necessary for Consultant to perform the Services.

2.7 Change Orders. No change to the Services shall be effective unless documented in a written Change Order signed by both Parties.

2.8 Project Management. Consultant shall provide regular status reports and promptly notify Client of any issues that may affect completion of the Services.

ARTICLE 3: TERM AND TERMINATION

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

☐ No Automatic Renewal: This Agreement expires 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, unless either Party provides written notice of non-renewal at least [____] days prior to expiration.

3.2 SOW Term. Each SOW shall have its own term as specified therein. Expiration of a SOW shall not affect this Agreement.

3.3 Termination for Convenience. Either Party may terminate this Agreement upon [____] days' prior written notice. Upon termination by Client, Client shall pay for all Services satisfactorily performed and non-cancelable expenses incurred.

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

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

(b) The breach cannot be cured;

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

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

3.6 Effect of Termination. Upon termination:

(a) Consultant shall cease performing and deliver all Work Product within [____] days;

(b) Client shall pay for Services performed through the termination date;

(d) Surviving provisions: Articles 1, 5, 6, 8, 9, 10, and 13.

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

ARTICLE 4: COMPENSATION AND PAYMENT TERMS

4.1 Fee Structure. (Check all that apply):

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

☐ Hourly Rate:

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

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

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

☐ Milestone-Based: Per SOW milestones.

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

☐ Blended Rate: $[________] per hour.

4.2 Rate Adjustments.

(a) Rates remain fixed during the Initial Term.

(b) For Renewal Terms, Consultant may increase rates by up to [____]% upon [____] days' notice.

4.3 Expenses and Reimbursement.

(a) Client shall reimburse pre-approved expenses including travel, lodging, meals, and materials.

(b) Approval Thresholds: Under $[________]: no pre-approval; over $[________]: prior written approval required; monthly cap: $[________].

4.4 Invoicing. Consultant shall submit invoices:
☐ Monthly, by the [____] day of the following month
☐ Bi-weekly
☐ Upon milestone completion
☐ Other: [________________________________]

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

4.5 Payment Terms. Client shall pay undisputed amounts within [____] days of invoice receipt.

Payments shall be made by:
☐ Check
☐ ACH/Electronic Transfer
☐ Wire Transfer
☐ Other: [________________________________]

4.6 Late Payment Interest. Pursuant to Iowa Code § 535.2, any amounts not paid when due shall bear interest at the rate of:

☐ Five percent (5%) per annum (Iowa statutory default rate when no written agreement specifies a rate); or

☐ [____]% per annum as agreed by the Parties in writing (Iowa Code § 535.2 permits parties to agree by written contract to a rate not exceeding the maximum lawful rate, which is two percentage points above the monthly average ten-year constant maturity interest rate of United States government notes and bonds as published by the Federal Reserve); or

☐ The applicable judgment interest rate of ten percent (10%) per annum as provided by Iowa Code § 535.3 (applicable upon entry of judgment)

from the due date until paid in full.

4.7 Disputed Invoices. Client shall notify Consultant in writing within [____] days and pay undisputed amounts. The Parties shall resolve disputes within thirty (30) days.

4.8 Taxes.

(a) Consultant shall be solely responsible for all federal, state, and local taxes.

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

(d) Client shall issue IRS Form 1099 as required.

(e) Iowa does not impose a general sales tax on professional consulting services; however, specific services may be subject to Iowa sales tax — the Parties should verify applicability.

4.9 Records and Audit. Consultant shall maintain records for [____] years. Client may audit upon [____] Business Days' notice.

ARTICLE 5: CONFIDENTIALITY AND TRADE SECRETS

5.1 Confidentiality Obligations. Each Receiving Party agrees to hold in strict confidence, not disclose, and not use for any unauthorized purpose all Confidential Information of the Disclosing Party.

5.2 Protective Measures. The Receiving Party shall protect Confidential Information using at least the same degree of care used for its own confidential information, but not less than reasonable care.

5.3 Exclusions. Obligations do not apply to information that is publicly available, was previously known, was received from a third party without restriction, was independently developed, or was approved for release.

5.4 Required Disclosure. If compelled by law to disclose, the Receiving Party shall provide prompt notice and disclose only the minimum required.

5.5 Trade Secrets Under Iowa Law (IUTSA). The Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined under the Iowa Uniform Trade Secrets Act, Iowa Code § 550.2:

(a) A "trade secret" means information, including but not limited to 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, a person able to 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) The IUTSA provides for injunctive relief (Iowa Code § 550.3), damages including actual loss and unjust enrichment (Iowa Code § 550.4), and attorney's fees where willful and malicious misappropriation is shown or where a claim is made in bad faith (Iowa Code § 550.5);

(c) Exemplary damages up to twice any compensatory award may be awarded for willful and malicious misappropriation under Iowa Code § 550.4(2);

(d) The statute of limitations for trade secret misappropriation claims is three (3) years under Iowa Code § 550.7;

(e) The confidentiality obligations for trade secrets shall continue for as long as such information retains its trade secret status.

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

5.7 Injunctive Relief. A breach of this Article may cause irreparable harm, and the non-breaching Party shall be entitled to seek injunctive relief without proving actual damages.

5.8 Duration. Confidentiality obligations survive termination for [____] years, except trade secrets remain protected indefinitely.

ARTICLE 6: INTELLECTUAL PROPERTY AND WORK PRODUCT

6.1 Ownership. All Work Product shall be the sole property of Client. Consultant irrevocably assigns all rights therein to Client.

6.2 Work Made for Hire. Work Product constituting a "work made for hire" under 17 U.S.C. § 101 shall be deemed a work made for hire. All other Work Product is assigned to Client.

6.3 Assignment of Inventions. Consultant assigns all inventions conceived in connection with the Services or using Client's Confidential Information.

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

6.5 Pre-Existing Materials. Consultant retains rights in Pre-Existing Materials and grants Client a non-exclusive, perpetual, royalty-free license to use Pre-Existing Materials incorporated into Deliverables.

6.6 Third-Party Materials. No third-party materials shall be incorporated without Client's prior written consent.

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

6.8 Client Materials. Client retains all rights in Client Materials. Consultant shall use them only for the Services.

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

ARTICLE 7: INDEPENDENT CONTRACTOR STATUS

7.1 Independent Contractor Relationship. The relationship is that of independent contractor. Nothing herein creates an employment, partnership, joint venture, or agency relationship.

7.2 Control and Discretion. Consultant controls the manner, means, and methods of performing the Services, including time, place, sequence, tools, and personnel.

7.3 Iowa Independent Contractor Classification. The Parties intend that Consultant shall be classified as an independent contractor under Iowa law, including for purposes of Iowa Code § 96.19 (Employment Security):

(a) ABC Test (Unemployment Insurance — Iowa Code § 96.19(18)(b)): For unemployment insurance purposes, Iowa applies the ABC test. Services performed by an individual are deemed employment unless and until it is shown that:

Factor A — Freedom from Control: The individual has been and will continue to be free from control or direction over the performance of the services, both under the contract and in fact;
Factor B — Outside Usual Course of Business or Place of Business: The service is either outside the usual course of business for which such service is performed or the service is performed outside all the places of business of the enterprise for which such service is performed;
Factor C — Independent Business: The individual is customarily engaged in an independently established trade, occupation, profession, or business;

(b) Common Law Control Test (Workers' Compensation — Iowa Code § 85.61): For workers' compensation purposes, Iowa applies the common law right-to-control test, examining the totality of the relationship including:

The right to control the manner and means of work;
Whether the worker furnishes own tools and equipment;
Method of payment (by job vs. by time);
Right to discharge;
Whether the work is part of the employer's regular business;

Consultant has the right to work for others during the term;
Consultant can realize profit or loss;
Consultant furnishes own tools and equipment;
Consultant controls work schedule;
Client does not provide training;
Consultant maintains its own business registrations;
Consultant has made significant investment in its business.

7.4 No Employee Benefits. Consultant is not entitled to employee benefits, including health insurance, retirement plans, paid leave, workers' compensation, unemployment insurance, or any fringe benefits.

7.5 Taxes and Withholding.

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

(b) Consultant is solely responsible for all federal and Iowa state income taxes, self-employment taxes, and all other applicable taxes.

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

7.7 Business Expenses. Consultant is responsible for all business expenses except those Client has agreed to reimburse.

ARTICLE 8: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each Party represents that it is duly organized, has full power and authority to enter into this Agreement, and that performance will not violate any law or agreement.

8.2 Consultant's Representations. Consultant represents and warrants:

(a) Qualifications: Consultant possesses the necessary skills and licenses to perform the Services;

(b) Performance: Services will be performed professionally and in compliance with Iowa law;

(d) Compliance: Consultant holds all required Iowa licenses and registrations;

(e) No Conflicts: Performance does not conflict with obligations to third parties;

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

(g) No Viruses: Software Deliverables will be free from malicious code;

(h) Warranty Period: Deliverables will conform to SOW specifications for [____] days after acceptance.

8.3 Client's Representations. Client represents that it has authority to provide access and materials, and that Client Materials do not infringe third-party rights.

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

ARTICLE 9: INDEMNIFICATION

9.1 By Consultant. Consultant shall indemnify, defend, and hold harmless Client Indemnitees from all Losses arising from: (a) breach of representations or obligations; (b) negligent or wrongful acts; (c) IP infringement by Work Product; (d) failure to comply with laws; (e) independent contractor misclassification claims; (f) personal injury or property damage; (g) breach of confidentiality.

9.2 By Client. Client shall indemnify Consultant Indemnitees from all Losses arising from: (a) breach of representations or obligations; (b) negligent or wrongful acts; (c) IP infringement by Client Materials; (d) unauthorized use of Work Product.

9.3 Procedures. The Indemnified Party shall provide prompt notice and allow the Indemnifying Party to control the defense. The Indemnified Party shall cooperate reasonably.

9.4 IP Infringement Remedies. If Deliverables are subject to an infringement claim, Consultant shall at its expense: (a) procure the right to continued use; (b) replace with a non-infringing equivalent; or (c) modify to be non-infringing.

ARTICLE 10: LIMITATION OF LIABILITY

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

10.2 Cap on Liability. EXCEPT FOR THE EXCLUSIONS IN SECTION 10.1, TOTAL LIABILITY SHALL NOT EXCEED:

☐ Option A: Total fees paid in the twelve (12) months preceding the claim; or
☐ Option B: Total fees under the applicable SOW; or
☐ Option C: $[________________]; or
☐ Option D: [____] times the applicable SOW fees.

10.3 Essential Basis. THE LIMITATIONS REFLECT A FAIR ALLOCATION OF RISK AND AN ESSENTIAL BASIS OF THE BARGAIN.

ARTICLE 11: INSURANCE REQUIREMENTS

11.1 Insurance Coverage. Consultant shall maintain at its expense:

(a) Commercial General Liability: Per Occurrence: $[________________]; Aggregate: $[________________]

(b) Professional Liability (E&O): Per Claim: $[________________]; Aggregate: $[________________]

(c) Workers' Compensation: As required by Iowa Code § 85.1 et seq. if Consultant has employees; Employers' Liability: $[________________] per accident

(d) Business Auto Liability (if applicable): $[________________] combined single limit

(e) Cyber Liability (if applicable): Per Claim: $[________________]

11.2 Additional Insured. Client shall be named as additional insured on CGL policies.

11.3 Certificates. Consultant shall provide certificates upon request.

ARTICLE 12: RESTRICTIVE COVENANTS

12.1 Applicability.

☐ Restrictive Covenants Apply

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

12.3 Non-Solicitation of Clients. During the term and for [________________] following termination, Consultant shall not solicit any customer or client of Client with whom Consultant had material contact for competitive purposes.

12.4 Non-Competition. During the term and for [________________] following termination, within [________________________________], Consultant shall not engage in business competitive with Client in the following areas: [________________________________].

12.5 Iowa-Specific Restrictive Covenant Provisions.

(a) Three-Factor Reasonableness Test. The Iowa Supreme Court has established a three-factor test for enforcing non-compete covenants. To be enforceable, the covenant must be: (i) necessary for the protection of the employer's (or client's) legitimate business interests; (ii) not unreasonably restrictive of the restricted party's rights; and (iii) not prejudicial to the public interest;

(b) Duration. Iowa courts have generally declined to enforce non-compete covenants extending beyond five (5) years. Typical enforceable durations range from one (1) to three (3) years. The Parties intend any duration specified herein to be reasonable under Iowa law;

(c) Partial Enforcement Doctrine (Blue Pencil). Iowa courts apply the "partial enforcement doctrine," permitting a court to enforce a covenant only to the extent reasonably necessary to protect legitimate business interests, without causing undue hardship or impairing the public interest. Courts may modify an overbroad covenant rather than voiding it entirely;

(d) Independent Contractors. The enforceability of non-compete clauses against independent contractors under Iowa law can be more nuanced than with employees. Courts will consider the specific circumstances, including the nature of the relationship, access to trade secrets, and the reasonableness of the restriction;

(e) Adequate Consideration. Continued engagement and access to Confidential Information constitute adequate consideration for these covenants.

12.6 Reasonableness Acknowledgment. Consultant acknowledges the restrictive covenants are reasonable, necessary, and supported by adequate consideration.

ARTICLE 13: GENERAL PROVISIONS

13.1 Governing Law. This Agreement shall be governed by the laws of the State of Iowa, without regard to conflict of laws principles.

13.2 Jurisdiction and Venue. Actions shall be brought exclusively in the state courts of [________________] County, Iowa, or the United States District Court for the [________________] District of Iowa.

13.3 Waiver of Jury Trial. EACH PARTY WAIVES THE RIGHT TO JURY TRIAL IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Informal Resolution. The Parties shall first attempt good-faith negotiation within ten (10) Business Days of written notice.

14.2 Formal Dispute Resolution. (Select one)

☐ Option A: Litigation.
☐ Option B: Mediation Then Litigation. Mediation by [________________________________] in [________________], Iowa.
☐ Option C: Binding Arbitration. By [________________________________] in [________________], Iowa.
☐ Option D: Mediation Then Arbitration.

14.3 Injunctive Relief. Either Party may seek injunctive relief without first engaging in other dispute resolution procedures.

14.4 Attorneys' Fees. The prevailing Party shall be entitled to reasonable attorneys' fees and costs.

ARTICLE 15: DATA PROTECTION AND PRIVACY

15.1 Data Protection Obligations. If Consultant receives or processes personal information of Iowa residents, Consultant shall implement reasonable security measures and comply with Iowa Code § 715C.1 et seq. and Iowa Code § 715D.1 et seq.

15.2 Data Breach Notification (Iowa Code § 715C.2).

(a) Consultant shall notify Client within forty-eight (48) hours of discovering a breach of security involving personal information of Iowa residents;

(b) Under Iowa Code § 715C.2, notification to affected Iowa residents must be provided in the most expeditious manner possible and without unreasonable delay, but no later than sixty (60) days after discovery of the breach (as amended);

(c) "Personal information" under Iowa Code § 715C.1 includes an individual's first name or first initial and last name in combination with: Social Security number, driver's license number, financial account number with access codes, unique biometric data, or taxpayer identification number;

(d) If a breach affects five hundred (500) or more Iowa residents, the entity shall also notify the Iowa Attorney General within five (5) business days of notifying affected consumers;

(e) Notification may be delayed if law enforcement determines that notification will impede a criminal investigation;

(f) Consultant shall cooperate fully with Client in investigating, remediating, and providing required notifications, and shall bear costs attributable to Consultant's acts or omissions.

15.3 Iowa Consumer Data Protection Act (Iowa Code § 715D.1 et seq.). If Consultant processes personal data of Iowa consumers on behalf of Client:

(a) Consultant shall act as a "processor" as defined under the Iowa Consumer Data Protection Act;

(b) Consultant shall process personal data only as instructed by Client;

(d) Consultant shall assist Client in meeting obligations under the Act, including responding to consumer rights requests;

(e) Consultant shall delete or return all personal data upon Client's request after termination.

15.4 Data Return and Destruction. Upon termination, Consultant shall return or securely destroy all personal information and certify compliance in writing.

ARTICLE 16: IOWA-SPECIFIC PROVISIONS

16.1 Iowa Independent Contractor Classification — Summary.

(a) Unemployment Insurance (Iowa Code § 96.19(18)(b)): Iowa uses the ABC test. The burden is on the putative employer to demonstrate all three factors (A: free from control, B: outside usual course or place of business, C: independently established business);

(b) Workers' Compensation (Iowa Code § 85.61): Iowa uses the common law right-to-control test, examining the totality of circumstances including control over method and means, furnishing of tools, method of payment, and right to discharge;

(c) Wage Payment (Iowa Code § 91A): Applies to employees, not independent contractors. Misclassification may subject Client to wage payment obligations;

(d) Substance Over Form: Iowa courts examine the actual working relationship rather than the contractual label. Written agreements designating a party as an independent contractor are not dispositive.

16.2 Iowa Interest Rate Limitations.

(a) Default Rate: Under Iowa Code § 535.2, when no rate is specified in a written contract, the default rate of interest is five percent (5%) per annum;

(b) Contract Rate: Iowa Code § 535.2 permits parties to agree in writing to a higher rate, provided it does not exceed the maximum lawful rate, which is two (2) percentage points above the monthly average ten-year constant maturity interest rate of United States government notes and bonds as published by the Federal Reserve;

(c) Judgment Interest: Under Iowa Code § 535.3, interest on judgments and decrees is fixed at ten percent (10%) per annum;

(d) Usury: Agreements exceeding the maximum lawful rate may render the excess interest unenforceable and may subject the lender to penalties under the Iowa Consumer Credit Code (Iowa Code § 537.1101 et seq.).

16.3 Iowa Non-Compete Enforceability Rules.

(a) Iowa courts evaluate non-competes under a three-factor reasonableness test: (i) necessity for business protection, (ii) reasonableness to the restricted party, and (iii) non-prejudice to the public interest;

(b) Typical enforceable durations are one (1) to three (3) years; covenants exceeding five (5) years are unlikely to be enforced;

(d) Non-competes are disfavored and strictly construed against the party seeking enforcement;

(e) Adequate consideration is required — for existing relationships, continued engagement and access to confidential information typically suffice.

16.4 Iowa Workers' Compensation (Iowa Code § 85.1 et seq.).

(a) If Consultant has employees performing Services in Iowa, Consultant shall maintain workers' compensation insurance as required by Iowa Code § 85.1 et seq.;

(b) Iowa requires workers' compensation coverage for employers with one or more employees;

16.5 Iowa Wage Payment Collection Law (Iowa Code § 91A). Consultant acknowledges that this law applies to employees, not independent contractors. Misclassification of Consultant as an independent contractor when Consultant should be classified as an employee could subject Client to obligations under Iowa Code § 91A, including liquidated damages.

16.6 Electronic Signatures (Iowa Code § 554D.101 et seq.). This Agreement may be executed electronically in accordance with the Iowa Uniform Electronic Transactions Act. Electronic signatures have the same legal effect as original ink signatures.

16.7 Iowa Consumer Fraud Act (Iowa Code § 714H). The Parties acknowledge their obligation to conduct business in compliance with the Iowa Consumer Fraud Act and shall not engage in any deceptive or unfair practices in connection with this Agreement.

ARTICLE 17: ADDITIONAL GENERAL PROVISIONS

17.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings.

17.2 Amendment. No amendment is effective unless in writing and signed by both Parties.

17.3 Waiver. No waiver is effective unless in writing. No failure or delay operates as a waiver.

17.4 Severability. Invalid provisions shall be modified to the minimum extent necessary or severed without affecting remaining provisions.

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

17.6 Notices. All notices shall be in writing and deemed given upon personal delivery, email confirmation, one Business Day after overnight courier deposit, or three Business Days after certified mail deposit.

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

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

17.7 Force Majeure. Neither Party is liable for failure to perform due to circumstances beyond reasonable control. If a Force Majeure Event continues for more than [____] days, either Party may terminate.

17.8 Counterparts. This Agreement may be executed in counterparts. Electronic delivery is effective.

17.9 Headings. Headings are for convenience only.

17.10 Construction. No presumption against the drafter. "Including" means "including without limitation."

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

17.12 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties.

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.

17.15 Anti-Corruption. Each Party shall comply with the Foreign Corrupt Practices Act and all applicable anti-corruption laws.

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 IOWA
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 Iowa
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 the Consulting Services Agreement dated [__/__/____] (the "Agreement") between:

Client: [________________________________]
Consultant: [________________________________]

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. TIMELINE AND MILESTONES

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

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

5. COMPENSATION

☐ Fixed Fee: $[________________]
☐ Time and Materials:

Role	Rate	Est. Hours	Est. Total
[________________]	$[________]	[____]	$[________________]
[________________]	$[________]	[____]	$[________________]

Not-to-Exceed: $[________________]

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

Expense Budget: $[________________]
Total SOW Value: $[________________]

6. CLIENT RESPONSIBILITIES

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

7. KEY PERSONNEL

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

8. ACCEPTANCE CRITERIA

Deliverables accepted if they:
☐ Conform to SOW specifications
☐ Are free from material defects
☐ [________________________________]

Review period: [____] Business Days.

9. 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 anticipated.

EXECUTION CHECKLIST

Agreement Setup:
☐ All bracketed fields completed
☐ Party information verified
☐ Effective Date inserted

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
☐ Expense thresholds specified
☐ Payment terms and method selected
☐ Late payment interest rate selected (within Iowa statutory limits)

Confidentiality (Article 5):
☐ Duration specified

Insurance (Article 11):
☐ Coverage amounts specified

Restrictive Covenants (Article 12):
☐ Applicability determined
☐ If applicable, durations specified (recommended: 1-3 years per Iowa case law)
☐ Geographic scope specified

Dispute Resolution (Article 14):
☐ Option selected
☐ Venue specified

Iowa-Specific (Article 16):
☐ Independent contractor factors reviewed
☐ Interest rate compliance verified
☐ Non-compete reasonableness confirmed

Final Review:
☐ Agreement reviewed by Iowa-licensed legal counsel
☐ Fully executed copies distributed
☐ IRS Form W-9 provided
☐ Insurance certificates provided (if applicable)

This template is intended for use under the laws of the State of Iowa. 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 Iowa 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: March 2026

Consulting Services Agreement