Consulting Services Agreement

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CONSULTING SERVICES AGREEMENT

State of Idaho

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 Idaho 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 Idaho Trade Secrets Act, Idaho Code § 48-801.

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, 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 to perform the Services described in the Statement of Work attached as Exhibit A. The Parties may execute additional Statements of Work, 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 Idaho 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 and timely access to personnel, facilities, systems, information, and resources as necessary for Consultant to perform the Services.

2.7 Change Orders. No change 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 affecting 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 extended in writing.

☐ Automatic Renewal: Following the Initial Term, this Agreement shall automatically renew for successive [________________] periods, unless either Party provides [____] days' written notice of non-renewal.

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

3.3 Termination for Convenience. Either Party may terminate 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 of 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 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; 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 Idaho Code § 28-22-104, any amounts not paid when due shall bear interest at the rate of:

☐ Twelve percent (12%) per annum (Idaho statutory default rate under Idaho Code § 28-22-104, applicable when no express contract fixes a different rate); or

☐ [____]% per annum as specified by the Parties in this written Agreement (Idaho Code § 28-22-105 permits parties to agree in writing to any rate of interest, without a statutory ceiling for commercial transactions between businesses); or

☐ The applicable Idaho judgment interest rate (5% plus the base rate set by the Idaho State Treasurer per Idaho Code § 28-22-104(2))

from the due date until paid in full.

4.7 Disputed Invoices. Client shall notify Consultant 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.

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

(e) Idaho does not impose a general sales tax on professional consulting 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 use 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 Idaho Law (IDUTSA). The Parties acknowledge that certain Confidential Information may constitute "trade secrets" under the Idaho Trade Secrets Act, Idaho Code § 48-801 et seq.:

(a) A "trade secret" means information, including a formula, pattern, compilation, program, computer 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 (Idaho Code § 48-801(5));

(b) "Misappropriation" includes acquisition by improper means (theft, bribery, misrepresentation, breach of duty to maintain secrecy, or espionage) and disclosure or use of a trade secret without consent by a person who used improper means to acquire it (Idaho Code § 48-801(2));

(c) The IDUTSA provides for injunctive relief (Idaho Code § 48-802), damages including actual loss and unjust enrichment (Idaho Code § 48-803), and exemplary damages up to twice the compensatory award for willful and malicious misappropriation;

(d) Attorney's fees may be awarded to the prevailing party where misappropriation was willful and malicious or where a claim was brought in bad faith (Idaho Code § 48-804);

(e) The statute of limitations is three (3) years from the date of discovery (Idaho Code § 48-806);

(f) The confidentiality obligations for trade secrets shall continue for as long as such information retains 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 may cause irreparable harm, and the non-breaching Party is entitled to seek injunctive relief without proving actual damages.

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

ARTICLE 6: INTELLECTUAL PROPERTY AND WORK PRODUCT

6.1 Ownership. All Work Product shall be Client's sole property. Consultant irrevocably assigns all rights to Client.

6.2 Work Made for Hire. Work Product constituting a "work made for hire" under 17 U.S.C. § 101 is deemed owned by Client. 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 documents and cooperate to perfect Client's ownership, 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.

6.10 Community Property Considerations. If Consultant is a married individual domiciled in Idaho (a community property state under Idaho Code § 32-906), Consultant represents that either: (a) this Agreement and the IP assignments herein have been consented to by Consultant's spouse; or (b) the Services and resulting Work Product are performed and created using Consultant's separate property or assets, or (c) Consultant will obtain any necessary spousal consent as needed to effectuate the IP assignments herein.

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 Idaho Independent Contractor Classification. The Parties intend that Consultant shall be classified as an independent contractor under Idaho law:

(a) Common Law Control Test (General). Idaho primarily applies the common law right-to-control test, examining whether the employer has the right to control the manner and means of the worker's performance. Key factors include:

The degree of control exercised over the details of the work;
Whether the worker is engaged in a distinct occupation or business;
Whether the work is usually done under the employer's direction or by a specialist without supervision;
The skill required;
Whether the employer or worker supplies tools and equipment;
The length of time for which the person is employed;
The method of payment (by time or by job);
Whether the work is part of the regular business of the employer;
The intent of the parties;

(b) Employment Security (Idaho Code § 72-1316): For unemployment insurance purposes, Idaho applies a modified control test with additional factors:

The right to control the manner and means of performance;
Whether the worker operates an independent business;
Whether the worker has a substantial investment in facilities;
Whether the worker bears the risk of profit or loss;

(c) Workers' Compensation (Idaho Code § 72-102): Idaho's workers' compensation statute defines "employee" broadly, and the control test is applied. Independent contractors are generally excluded if the putative employer does not control the manner and means of the work;

(d) Additional Factors Supporting Independent Contractor Status:

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

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 Idaho 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 agrees to reimburse.

ARTICLE 8: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each Party represents that it is duly organized, has full 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 necessary qualifications, skills, and licenses;

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

(d) Compliance: Consultant holds all required Idaho 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) negligence or wrongful acts; (c) IP infringement; (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) 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.

9.4 IP Remedies. If Deliverables are subject to an infringement claim, Consultant shall at its expense: (a) procure 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 Idaho Code § 72-101 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 (not to exceed eighteen (18) months per Idaho Code § 44-2704), within [________________________________], Consultant shall not engage in business competitive with Client in: [________________________________].

12.5 Idaho Noncompete Act Compliance (Idaho Code § 44-2701 et seq.).

(a) Statutory Framework. The Idaho Noncompete Act (Idaho Code § 44-2701 et seq.) governs non-compete agreements with "key employees" and "key independent contractors." The Act provides:

A "key employee" or "key independent contractor" may enter into a written agreement that protects the employer's legitimate business interests;
The agreement must be reasonable as to duration, geographical area, type of employment or line of business, and must not impose a greater restraint than reasonably necessary;

(b) Key Independent Contractor Defined (Idaho Code § 44-2702). A "key independent contractor" means an independent contractor who, by virtue of the independent contractor's responsibilities, has gained a high level of influence or credibility with the employer's customers, vendors, or other business relationships, or has had access to the employer's trade secrets or other confidential business information;

(c) 18-Month Safe Harbor (Idaho Code § 44-2704). A restrictive covenant of eighteen (18) months or less is presumed to be reasonable as to duration. The Parties intend any duration specified herein to be within this safe harbor or otherwise reasonable;

(d) Geographic Reasonableness. The covenant must be limited to the actual geographic areas in which the key employee or key independent contractor provided services or had a significant influence or presence;

(e) Legitimate Business Interests. The Idaho Noncompete Act recognizes the following as legitimate business interests: trade secrets, valuable confidential business or professional information, substantial relationships with specific prospective or existing customers, vendors, or other business relationships, customer goodwill, and extraordinary or specialized training;

(f) Judicial Modification (Blue Pencil). Under Idaho Code § 44-2703, if a court finds a restrictive covenant is overbroad, the court shall modify the covenant and grant only the relief reasonably necessary to protect the employer's legitimate business interests;

(g) Adequate Consideration. For new engagements, the engagement itself constitutes adequate consideration. For existing relationships, continued engagement and access to confidential information may suffice.

12.6 Reasonableness Acknowledgment. Consultant acknowledges the covenants are reasonable, necessary, and supported by adequate consideration. Consultant has had opportunity to consult independent counsel.

ARTICLE 13: GENERAL PROVISIONS

13.1 Governing Law. This Agreement shall be governed by Idaho law, without regard to conflict of laws principles.

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

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 [________________], Idaho.
☐ Option C: Binding Arbitration. By [________________________________] in [________________], Idaho.
☐ 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. In any action to enforce this Agreement, the prevailing Party shall be entitled to reasonable attorneys' fees and costs, consistent with Idaho Code § 12-120(3) (commercial transactions) and § 12-121 (frivolous claims).

ARTICLE 15: DATA PROTECTION AND PRIVACY

15.1 Data Protection Obligations. If Consultant receives or processes personal information of Idaho residents, Consultant shall implement reasonable security measures and comply with all applicable data protection laws.

15.2 Data Breach Notification (Idaho Code § 28-51-105).

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

(b) Under Idaho Code § 28-51-105, a commercial entity that becomes aware of a breach shall conduct a good-faith, reasonable, and prompt investigation to determine the likelihood that personal information has been or will be misused;

(c) If the investigation determines that misuse has occurred or is reasonably likely, notice must be given to affected Idaho residents "as soon as possible";

(d) "Personal information" under Idaho Code § 28-51-104 includes an individual's first name or first initial and last name in combination with: Social Security number, driver's license number or state identification number, financial account number or credit/debit card number with required access codes, or medical or health insurance information;

(e) If the breach affects more than five hundred (500) Idaho residents, notice must also be provided to the Idaho Attorney General;

(f) Failure to provide required notification is a violation of Idaho law and may result in civil penalties of up to twenty-five thousand dollars ($25,000) per breach under Idaho Code § 28-51-107;

(g) Consultant shall cooperate with Client in investigating and remediating any breach and shall bear costs attributable to Consultant's acts or omissions.

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

ARTICLE 16: IDAHO-SPECIFIC PROVISIONS

16.1 Idaho Independent Contractor Classification — Summary.

(a) General Standard: Idaho applies the common law right-to-control test, focusing on whether the putative employer controls the manner and means of the worker's performance;

(b) Employment Security (Idaho Code § 72-1316): For unemployment insurance purposes, Idaho examines whether the worker: operates an independent business, has a substantial investment in facilities, bears the risk of profit or loss, and is free from control over the manner and means of performance;

(c) Workers' Compensation (Idaho Code § 72-102): Independent contractors are generally excluded from workers' compensation coverage. The determination focuses on the right to control the details of the work;

(d) Substance Over Form: Idaho courts examine the actual working relationship rather than labels. A written agreement designating a party as an independent contractor, while relevant, is not dispositive.

16.2 Idaho Interest Rate Provisions.

(a) Default Rate (Idaho Code § 28-22-104(1)): When there is no express written contract fixing a different rate, the legal rate of interest is twelve percent (12%) per annum;

(b) Contract Rate (Idaho Code § 28-22-105): Parties may agree in writing to any rate of interest. Idaho does not impose a statutory usury ceiling for business-to-business commercial transactions;

(c) Judgment Interest (Idaho Code § 28-22-104(2)): The legal rate of interest on judgments is five percent (5%) plus the base rate set by the Idaho State Treasurer on July 1 of each year, based on the weekly average yield on one-year U.S. Treasury securities, rounded to the nearest 1/8%;

(d) Three-Month Rule: Interest on open accounts accrues after three (3) months from the date of the last item under Idaho Code § 28-22-104(1).

16.3 Idaho Non-Compete Enforceability (Idaho Code § 44-2701 et seq.).

(a) The Idaho Noncompete Act governs restrictive covenants for key employees and key independent contractors;

(b) Non-competes must protect legitimate business interests and be reasonable in scope, duration, and geography;

(c) The 18-month safe harbor: covenants of 18 months or less are presumed reasonable as to duration (Idaho Code § 44-2704);

(d) Geographic restrictions must be limited to actual areas where services were provided;

(e) Courts may modify (blue pencil) overbroad covenants rather than void them entirely (Idaho Code § 44-2703);

(f) Non-solicitation agreements are also governed by the Act and are generally more readily enforced than non-competes.

16.4 Community Property Considerations (Idaho Code § 32-906).

(a) Idaho is a community property state. Property acquired during marriage is generally community property unless acquired by gift, bequest, devise, or descent;

(b) If Consultant is a married individual, compensation received under this Agreement may constitute community property;

(d) Consultant represents and warrants that Consultant has obtained or will obtain any necessary spousal consent for the assignments and obligations contained herein.

16.5 Idaho Workers' Compensation (Idaho Code § 72-101 et seq.).

(a) If Consultant has employees performing Services in Idaho, Consultant shall maintain workers' compensation insurance as required;

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

(d) Failure to provide required coverage may result in criminal penalties and personal liability for work-related injuries.

16.6 Idaho Attorney's Fees (Idaho Code § 12-120(3)).

(a) In any civil action arising from a commercial transaction, the prevailing party shall be entitled to reasonable attorney's fees;

(b) "Commercial transaction" is defined broadly to include all transactions except transactions for personal or household purposes;

16.7 Electronic Signatures (Idaho Code § 28-50-101 et seq.). This Agreement may be executed electronically in accordance with the Idaho Uniform Electronic Transactions Act. Electronic signatures have the same legal effect as original ink signatures.

ARTICLE 17: ADDITIONAL GENERAL PROVISIONS

17.1 Entire Agreement. This Agreement constitutes the entire agreement 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, or three Business Days after certified mail.

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 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 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: [__/__/____]

SPOUSAL CONSENT (if applicable — Idaho Community Property):

I, [________________________________], spouse of Consultant, hereby consent to the terms of this Agreement, including the intellectual property assignments and restrictive covenants contained herein, and agree that any community property interest I may have in the Work Product or compensation arising under this Agreement shall be subject to the terms hereof.

Signature: [________________________________]
Print Name: [________________________________]
Date: [__/__/____]

OPTIONAL NOTARIZATION

STATE OF IDAHO
COUNTY OF [________________]

Before me, the undersigned notary public, on this [____] day of [________________], 20[____], personally appeared [________________________________], known to me to be the person whose name is subscribed to the within instrument and acknowledged that he/she executed the same in his/her authorized capacity.

WITNESS my hand and official seal.

[________________________________]
Notary Public, State of Idaho
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 [Phase 1]: [________________________________]
☐ [________________________________]
☐ [________________________________]

2.2 [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
☐ Expense thresholds specified
☐ Payment terms and method selected
☐ Late payment interest rate selected

Confidentiality (Article 5):
☐ Duration specified

IP (Article 6):
☐ Community property consent addressed (if applicable)

Insurance (Article 11):
☐ Coverage amounts specified

Restrictive Covenants (Article 12):
☐ Applicability determined
☐ If applicable, duration specified (recommended: 18 months or less per Idaho Noncompete Act)
☐ Geographic scope specified (limited to areas of service)

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

Idaho-Specific (Article 16):
☐ Independent contractor factors reviewed
☐ Community property considerations addressed
☐ Interest rate compliance verified
☐ Non-compete Idaho Noncompete Act compliance verified

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

This template is intended for use under the laws of the State of Idaho. 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 Idaho 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