Consulting Services Agreement - Iowa

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;

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

(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;

(c) The other Party becomes insolvent or files for bankruptcy; or

(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;

(c) Each Party shall return or destroy Confidential Information;

(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: $[________].

(c) Consultant shall provide itemized receipts for expenses exceeding $[____].

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, provided the rate complies with the applicable limit or exemption in Iowa Code § 535.2; or

☐ The post-judgment interest rate determined under Iowa Code § 535.3 (which, per Iowa Code § 668.13, equals the one-year Treasury constant maturity rate published by the Federal Reserve immediately prior to entry of judgment plus two percent (2%), or the contract rate if the judgment is rendered on a contract fixing a rate, not exceeding the maximum permitted under Iowa Code § 535.2) (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.

(c) Consultant shall provide a completed IRS Form W-9 upon execution.

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

(e) Each Party shall consult its tax adviser regarding any Iowa sales, use, or other transaction tax applicable to the particular Services.

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 in the circumstances listed in Iowa Code § 550.6;

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

(d) Courts must preserve the secrecy of an alleged trade secret by reasonable means (Iowa Code § 550.7). The limitation period is three (3) years after discovery or when discovery should have occurred, and a continuing misappropriation constitutes a single claim (Iowa Code § 550.8);

(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. To the extent Work Product is a "work made for hire" under 17 U.S.C. § 101, Client is considered the author and copyright owner under 17 U.S.C. § 201(b), unless the Parties expressly agree otherwise in a signed writing. 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. Iowa does not use a three-part ABC test for unemployment compensation. Iowa Code § 96.1A(16)(f)(1) presumes services performed for wages are employment unless freedom from control or direction is shown under the contract and in fact. Current 871 IAC 23.19 applies the usual common-law rules through a fact-specific analysis of control, discharge rights, tools and workplace, distinct business, investment, profit or loss, payment method, and authority over assistants. For workers' compensation, Iowa Code § 85.61(12) defines a worker or employee as a person in employment or working under an express or implied contract of service and excludes an independent contractor. The actual relationship and governing law control; the label in this Agreement is not conclusive.

7.4 No Employee Benefits. If Consultant is properly classified as an independent contractor, Consultant is not entitled to Client's employee benefits, except as otherwise required by applicable law.

7.5 Taxes and Withholding.

(a) Client shall not withhold taxes from payments to Consultant if the relationship is properly classified as independent contracting and withholding is not otherwise required by law.

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

(c) Consultant shall indemnify Client from any liability arising from a determination that Consultant is an employee.

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;

(c) Originality: Work Product will be original and will not infringe third-party rights;

(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 § 87.1 for Consultant employees covered by Iowa workers' compensation law; 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. Iowa appellate decisions ask whether the restriction is reasonably necessary to protect the enforcing party's business, is unreasonably restrictive of the restricted party's rights, and is prejudicial to the public interest. See Cedar Valley Medical Specialists, P.C. v. Wright, No. 18-1900 (Iowa Ct. App. Oct. 9, 2019), quoting Revere Transducers, Inc. v. Deere & Co., 595 N.W.2d 751, 761 (Iowa 1999);

(b) Narrow Drafting Required. Duration, geography, functional scope, protected interests, hardship, and public impact must be evaluated under the actual facts. This template does not state a presumptively valid duration or territory;

(c) Construction. Iowa decisions construe restrictive covenants against the party seeking enforcement and approve them with reluctance because they partially restrain trade;

(d) Independent Contractor Review. Iowa counsel must determine how the governing covenant rules apply to the particular consulting relationship and whether sufficient consideration supports the covenant;

(e) 2026 UIHC Medical-Profession Rule. House File 2254, enacted in 2026 and effective upon enactment, requires a policy prohibiting the University of Iowa Hospitals and Clinics from including a non-compete clause in employment contracts entered into, extended, or renewed with specified nurses, pharmacists, physicians, and physician assistants. Counsel must check Iowa Code § 262.9(43) if that narrow rule may apply.

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.1–715C.2 and, when its scope and exemptions apply, Iowa Code chapter 715D.

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, an owner or licensor must notify affected Iowa residents in the most expeditious manner possible and without unreasonable delay, consistent with the legitimate needs of law enforcement and measures needed to determine the scope of the breach and restore the integrity of the data. A person maintaining information for another must notify the owner or licensor immediately after discovery;

(c) "Personal information" under Iowa Code § 715C.1 includes an individual's first name or first initial and last name in combination with any one or more of the following unencrypted data elements: (1) Social Security number; (2) driver's license number or other unique identification number created or collected by a government body; (3) financial account, credit card, or debit card number in combination with any required expiration date, security code, access code, or password permitting access to the account; (4) unique electronic identifier or routing code, in combination with any required security code, access code, or password permitting access to the account; or (5) unique biometric data (e.g., fingerprint, retina or iris image);

(d) If notification is required to more than five hundred (500) Iowa residents, the owner or licensor shall also notify the director of the consumer protection division of the Iowa Attorney General's office within five (5) business days after notifying any affected consumer;

(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. If Iowa Code chapter 715D applies after considering the scope thresholds and exemptions in § 715D.2, and Consultant acts as Client's processor:

(a) The Parties shall document the processing instructions, nature and purpose, data types, duration, and their respective rights and duties as required by Iowa Code § 715D.5;

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

(c) Consultant shall ensure that persons processing personal data are subject to a duty of confidentiality and shall implement appropriate technical and organizational measures;

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

(e) At Client's direction, Consultant shall delete or return personal data at the end of the Services unless retention is required by law, make compliance information available upon reasonable request, and bind subcontractors by written contract as required by § 715D.5.

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 Compensation (Iowa Code § 96.1A(16)(f)(1); 871 IAC 23.19): Services for wages are presumed employment unless freedom from control or direction is shown under the contract and in fact. The agency rule applies the usual common-law, fact-specific analysis; it is not a three-part ABC test;

(b) Workers' Compensation (Iowa Code § 85.61(12)): The statute covers a person in employment or under an express or implied contract of service and excludes an independent contractor, with specific additional rules for listed categories;

(c) Wage Payment (Iowa Code § 91A.2): The chapter defines employee and employer and excludes an independent contractor described in § 85.61(12)(c)(3); coverage must be assessed under those definitions;

(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 accrues at the rate calculated under Iowa Code § 668.13 — the one-year Treasury constant maturity rate published by the Federal Reserve immediately prior to entry of judgment plus two percent (2%) — or, where the judgment is rendered on a contract that fixes a rate, at the contract rate (not exceeding the maximum permitted under Iowa Code § 535.2). Iowa Code § 535.3 does not impose a flat statutory judgment rate for civil money judgments;

(d) Applicability: Iowa Code § 535.2 contains transaction-specific exemptions, including specified business-purpose borrowing or credit. Counsel should confirm the rule applicable to the actual payment arrangement.

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) Iowa decisions construe restrictive covenants against the party seeking enforcement and evaluate necessity, hardship, and public impact under the actual facts;

(c) This template states no presumptively valid duration, territory, or functional restriction. Iowa counsel must review the covenant and consideration before use;

(d) The special prohibition added to Iowa Code § 262.9(43) by 2026 House File 2254 applies to specified UIHC medical-profession employment contracts entered into, extended, or renewed after the Act's immediate effective date.

16.4 Iowa Workers' Compensation (Iowa Code §§ 85.61 and 87.1).

(a) An employer subject to Iowa workers' compensation law must insure its liability as required by Iowa Code § 87.1;

(b) Coverage and independent-contractor status must be assessed under Iowa Code § 85.61 and other applicable provisions, including statutory exclusions and elections.

16.5 Iowa Wage Payment Collection Law. Iowa Code § 91A.2 defines covered employees and employers; § 91A.8 authorizes unpaid wages or expenses, court costs, attorney fees, and, for intentional failure to pay or reimburse, liquidated damages. Counsel should assess coverage if the relationship may be employment.

16.6 Electronic Signatures (Iowa Code § 554D.108). A record, signature, or contract may not be denied legal effect or enforceability solely because it is electronic, and an electronic record or signature satisfies a legal writing or signature requirement.

16.7 Iowa Consumer-Fraud Laws. Iowa Code § 714.16 prohibits specified unfair, deceptive, fraudulent, and misleading practices in connection with the lease, sale, or advertisement of merchandise, which includes services. Iowa Code § 714H.3 separately addresses specified practices involving consumer merchandise. Applicability depends on the transaction and statutory exclusions.

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

4. TIMELINE AND MILESTONES

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

5. COMPENSATION

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

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

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

☐ 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, duration tailored to the facts and reviewed by Iowa counsel
☐ 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
☐ Iowa Code § 262.9(43) UIHC medical-profession prohibition checked if potentially applicable

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

SOURCES AND REFERENCES

• Iowa Legislature — Iowa Code §§ 550.2–550.8
• Iowa Legislature — Iowa Code § 535.2, § 535.3, and § 668.13
• Iowa Legislature — Iowa Code § 96.1A, 871 IAC 23.19, Iowa Code § 85.61, and § 87.1
• Iowa Legislature — Iowa Code § 91A.2 and § 91A.8
• Iowa Legislature — Iowa Code §§ 715C.1–715C.2 and Chapter 715D
• Iowa Legislature — Iowa Code § 554D.108, § 714.16, and Chapter 714H
• Iowa Judicial Branch — Cedar Valley Medical Specialists, P.C. v. Wright, No. 18-1900 (Iowa Ct. App. Oct. 9, 2019)
• Iowa Legislature — 2026 House File 2254, enrolled
• GovInfo — 17 U.S.C. § 101 and 17 U.S.C. § 201

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.