Consulting Services Agreement

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CONSULTING SERVICES AGREEMENT

State of Indiana

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 Indiana 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 Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3-2.

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, 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 Indiana 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, information, and resources as necessary for Consultant to perform the Services.

2.7 Change Orders. No change shall be effective unless documented in a signed Change Order.

2.8 Project Management. Consultant shall provide regular status reports and promptly notify Client of any issues affecting completion.

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: Expires at end of Initial Term unless extended in writing.

☐ Automatic Renewal: Automatically renews for successive [________________] periods, unless either Party provides [____] days' written notice of non-renewal.

3.2 SOW Term. Each SOW has its own term. Expiration of a SOW does not affect this Agreement.

3.3 Termination for Convenience. Either Party may terminate upon [____] days' prior written notice. Client shall pay for Services performed and non-cancelable expenses incurred.

3.4 Termination for Cause. Either Party may terminate immediately 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 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 submitted to:
Contact: [________________________________]
Email: [________________________________]
Address: [________________________________]

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

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

4.6 Late Payment Interest. Pursuant to Indiana law, any amounts not paid when due shall bear interest at the rate of:

☐ Eight percent (8%) per annum (Indiana default statutory rate under Ind. Code § 24-4.6-1-101 for amounts due on contracts where no rate is specified); or

☐ [____]% per annum as agreed by the Parties in writing (Indiana law permits parties to agree to a higher rate; however, for loans or forbearances of money, Ind. Code § 24-4.6-1-102 limits the rate to the greater of 21% or the rate determined under a federal discount rate formula — consult counsel for commercial contract rate limits); or

☐ The applicable prejudgment interest rate as determined by the court under Ind. Code § 34-51-4-9 (not less than 6% and not more than 10% per annum)

from the due date until paid in full.

4.7 Disputed Invoices. Client shall notify Consultant within [____] days of invoice receipt and pay undisputed amounts. Disputes shall be resolved within thirty (30) days.

4.8 Taxes.

(a) Consultant shall be solely responsible for all federal, state, and local taxes arising from compensation received, including income taxes, self-employment taxes, and Indiana's adjusted gross income tax.

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

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

(e) Indiana does not impose sales tax on most professional consulting services. However, certain specified services (e.g., data processing, information services) may be subject to Indiana's 7% sales tax — the Parties should verify applicability.

4.9 Records and Audit. Consultant shall maintain accurate 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 unauthorized purposes 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, previously known, received from a third party without restriction, independently developed, or 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 Indiana Law (IUTSA). The Parties acknowledge that certain Confidential Information may constitute "trade secrets" under the Indiana Uniform Trade Secrets Act, Ind. Code § 24-2-3-1 et seq.:

(a) A "trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (i) 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 (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (Ind. Code § 24-2-3-2);

(b) "Misappropriation" means: (i) acquisition of a trade secret by a person who knows or has reason to know that the trade secret was acquired by improper means (theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means); or (ii) disclosure or use of a trade secret without consent (Ind. Code § 24-2-3-2);

(c) The IUTSA provides for injunctive relief (Ind. Code § 24-2-3-3), compensatory damages including actual loss and unjust enrichment (Ind. Code § 24-2-3-4), and exemplary damages up to twice the compensatory award for willful and malicious misappropriation;

(d) Attorney's fees may be awarded where misappropriation was willful and malicious or where a claim was brought in bad faith (Ind. Code § 24-2-3-5);

(e) The statute of limitations is three (3) years from discovery of the misappropriation (Ind. Code § 24-2-3-7);

(f) The confidentiality obligations for trade secrets continue for as long as the 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; 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 owned by Client. All other Work Product is assigned.

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 for Pre-Existing Materials incorporated into Deliverables.

6.6 Third-Party Materials. No incorporation without Client's prior written consent.

6.7 Moral Rights. Waived to the extent permitted by law.

6.8 Client Materials. Client retains all rights. Consultant uses only for Services.

6.9 Residual Knowledge. Consultant may use general skills and knowledge retained in unaided memory, but not 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 Indiana Independent Contractor Classification. The Parties intend Consultant to be classified as an independent contractor under Indiana law:

(a) Common Law Control Test (General). Indiana primarily applies the common law right-to-control test to determine whether a worker is an employee or independent contractor. The Indiana Supreme Court considers the following factors:

The extent of control exercised by the employer 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 in the occupation;
Whether the employer or worker supplies tools, equipment, and place of work;
The length of time the worker is employed;
The method of payment (by time or by job);
Whether the work is part of the employer's regular business;
The intent of the parties;
Whether the employer has the right to discharge the worker;

(b) Unemployment Insurance (Ind. Code § 22-4-8-1). For unemployment insurance purposes, Indiana applies a modified test examining whether the individual performs services free from the employer's direction and control, whether the service is outside the employer's usual course of business, and whether the individual is customarily engaged in an independently established trade or business;

(c) Workers' Compensation (Ind. Code § 22-3-6-1(b)). Indiana's workers' compensation statute defines "employee" broadly. Independent contractors are excluded where the putative employer does not control the manner and means of performance;

(d) Additional Factors Supporting Independent Contractor Status:

Consultant has the right to work for others;
Consultant can realize profit or loss;
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 maintains its own business licenses and insurance.

7.4 No Employee Benefits. Consultant is not entitled to any employee benefits, including:

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

7.5 Taxes and Withholding.

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

(b) Consultant is solely responsible for all federal and Indiana state income taxes, self-employment taxes, county income taxes (Indiana's adjusted gross income tax and county option income tax), and all other applicable taxes.

(d) 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 agrees to reimburse.

ARTICLE 8: REPRESENTATIONS AND WARRANTIES

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

8.2 Consultant's Representations. Consultant represents and warrants:

(a) Qualifications: Necessary qualifications, skills, and licenses;

(b) Performance: Professional performance in compliance with Indiana law;

(d) Compliance: All required Indiana licenses and registrations held;

(e) No Conflicts: No conflict with third-party obligations;

(f) Personnel: All personnel legally authorized to work in the US;

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

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

8.3 Client's Representations. Client has authority to provide access and materials; Client Materials are non-infringing.

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 by Work Product; (d) legal non-compliance; (e) 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; (b) negligent or wrongful acts; (c) Client Materials infringement; (d) unauthorized use of Work Product.

9.3 Procedures. Prompt notice required. Indemnifying Party controls defense. Indemnified Party cooperates reasonably.

9.4 Indiana Comparative Fault. The Parties acknowledge that Indiana's Comparative Fault Act (Ind. Code § 34-51-2-1 et seq.) may affect the allocation of liability. Under Indiana law, a claimant's contributory fault reduces the claimant's recovery in proportion to the claimant's percentage of fault, and if the claimant's fault is greater than fifty percent (50%), the claimant may not recover damages. The indemnification obligations herein are subject to the principles of Indiana's Comparative Fault Act.

9.5 IP Remedies. If Deliverables face an infringement claim, Consultant shall at its expense: (a) procure continued use; (b) replace; 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: Fees paid in the twelve (12) months preceding the claim; or
☐ Option B: Fees under the applicable SOW; or
☐ Option C: $[________________]; or
☐ Option D: [____] times the applicable SOW fees.

10.3 Indiana Punitive Damages. The Parties acknowledge that under Indiana law (Ind. Code § 34-51-3-4), punitive damages may not exceed the greater of three (3) times the compensatory damages or fifty thousand dollars ($50,000). Seventy-five percent (75%) of punitive damages is paid to the State of Indiana.

10.4 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 Ind. Code § 22-3-2-1 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: [________________________________].

12.5 Indiana Non-Compete Enforceability Rules.

(a) General Standard. Indiana courts evaluate non-compete agreements using a reasonableness standard. To be enforceable, a non-compete must be: (i) supported by adequate consideration; (ii) reasonably necessary to protect the employer's legitimate business interests; and (iii) reasonable in scope as to time, geography, and activity;

(b) Legitimate Interests. Indiana courts have recognized the following as protectable interests: trade secrets and confidential information, customer and client relationships, goodwill, and specialized training;

(c) Duration. Indiana courts have generally found durations of six (6) months to twenty-four (24) months acceptable, depending on the circumstances. Longer periods may be upheld where trade secrets are involved;

(d) Blue Pencil Doctrine. Indiana courts apply the blue pencil doctrine, which permits courts to modify (reform) overbroad restrictive covenants to make them enforceable, rather than voiding them entirely. The Indiana Supreme Court has endorsed this approach, reforming covenants to reasonable terms;

(e) Adequate Consideration. For new engagements, the engagement itself and access to confidential information constitute adequate consideration. For modifications to existing relationships, additional consideration may be required;

(f) Disfavored but Enforceable. Indiana courts have consistently held that non-compete agreements are disfavored and are in restraint of trade, but they are enforceable if they are reasonable and supported by adequate consideration;

(g) Independent Contractors. Indiana courts will enforce reasonable non-competes against independent contractors, evaluating the same reasonableness factors applied to employment non-competes.

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

ARTICLE 13: GENERAL PROVISIONS

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

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

13.3 Waiver of Jury Trial. EACH PARTY WAIVES THE RIGHT TO JURY TRIAL IN ANY ACTION ARISING OUT OF THIS AGREEMENT. (Note: Indiana courts generally enforce contractual jury trial waivers between sophisticated commercial parties, though the Indiana Constitution guarantees the right to trial by jury under Article I, Section 20. Enforceability should be confirmed with counsel.)

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 [________________], Indiana.
☐ Option C: Binding Arbitration. By [________________________________] in [________________], Indiana, in accordance with its Commercial Arbitration Rules.
☐ 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. Unless otherwise provided by Indiana law or the terms of this Agreement, each Party shall bear its own attorneys' fees. However, the Parties agree that in any action to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing Party. (Note: Indiana follows the "American Rule" — each party bears its own fees absent contractual or statutory authorization. This provision contractually authorizes fee-shifting.)

ARTICLE 15: DATA PROTECTION AND PRIVACY

15.1 Data Protection Obligations. If Consultant receives or processes personal information of Indiana residents, Consultant shall implement reasonable security measures and comply with applicable data protection laws, including Ind. Code § 24-4.9-1-1 et seq.

15.2 Data Breach Notification (Ind. Code § 24-4.9-3-1 et seq.).

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

(b) Under Ind. Code § 24-4.9-3-1, any person that owns or licenses computerized data that includes personal information shall disclose a breach of the security of the data to an Indiana resident whose unencrypted personal information was or is reasonably believed to have been acquired by an unauthorized person;

(c) Notification must be made without unreasonable delay, but not more than forty-five (45) days after discovery of the breach (Ind. Code § 24-4.9-3-4(a));

(d) "Personal information" under Ind. Code § 24-4.9-2-10 includes an individual's first name or first initial and last name in combination with: Social Security number, driver's license number, state identification number, credit card number, financial account number with access codes, or medical or health insurance information;

(e) If more than one thousand (1,000) Indiana residents are affected, the entity must also notify the Indiana Attorney General (Ind. Code § 24-4.9-3-1(d));

(f) If more than one thousand (1,000) individuals are affected, notice must also be given to consumer reporting agencies (Ind. Code § 24-4.9-3-2);

(g) A person who fails to comply may be subject to an action by the Indiana Attorney General for damages, injunctive relief, and civil penalties up to $150,000 per deceptive act (Ind. Code § 24-4.9-4-2);

(h) Consultant shall cooperate with Client and bear costs attributable to Consultant's acts or omissions.

15.3 Indiana Consumer Data Protection Act (Ind. Code § 24-15-1-1 et seq.).

(a) Effective January 1, 2026, the Indiana Consumer Data Protection Act (ICDPA) provides Indiana consumers with rights regarding their personal data;

(b) If Consultant processes personal data of Indiana consumers on behalf of Client, Consultant shall act as a "processor" under the ICDPA;

(d) Consultant shall implement appropriate technical and organizational security measures;

(e) Consultant shall assist Client in meeting obligations under the ICDPA, including responding to consumer rights requests (access, correction, deletion, data portability, opt-out of targeted advertising, profiling, and sale of personal data);

(f) Consultant shall delete or return all personal data at Client's request upon termination;

(g) Violations may result in civil penalties up to $7,500 per violation, enforceable by the Indiana Attorney General.

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

ARTICLE 16: INDIANA-SPECIFIC PROVISIONS

16.1 Indiana Independent Contractor Classification — Summary.

(a) General Test: Indiana applies the common law right-to-control test, focusing on whether the employer controls the manner and means of performance. Indiana courts consider a non-exhaustive list of factors including control, distinct occupation, supervision, skill, tools, length of employment, method of payment, regularity of business, and party intent;

(b) Unemployment Insurance (Ind. Code § 22-4-8-1): Indiana applies a modified test examining freedom from control, whether the service is outside the usual course of business, and whether the individual is customarily engaged in an independently established trade or business;

(c) Workers' Compensation (Ind. Code § 22-3-6-1(b)): Independent contractors are excluded. The determination focuses on the right to control details of the work;

(d) Substance Over Form: Indiana courts examine the actual working relationship, not merely the contractual designation. A written agreement calling a worker an independent contractor is relevant but not dispositive.

16.2 Indiana Interest Rate Provisions.

(a) Default Rate: Under Ind. Code § 24-4.6-1-101, the legal rate of interest on contracts where no rate is specified is eight percent (8%) per annum;

(b) Contract Rate: Indiana law permits parties to agree in writing to a higher rate. For loans and forbearances of money, the maximum rate is the greater of 21% per annum or the rate determined under Ind. Code § 24-4.6-1-102 (based on federal discount rate);

(c) Prejudgment Interest: Under Ind. Code § 34-51-4-9, the court may award prejudgment interest at a rate of not less than six percent (6%) and not more than ten percent (10%) per annum;

(d) Post-Judgment Interest: Under Ind. Code § 24-4.6-1-101, post-judgment interest accrues at eight percent (8%) per annum if no rate was agreed;

(e) Usury: Indiana's usury provisions are primarily in Ind. Code § 24-4.6-1-102. Agreements exceeding the maximum lawful rate may render the excess interest unenforceable.

16.3 Indiana Non-Compete Enforceability Rules.

(a) Indiana courts evaluate non-competes under a reasonableness standard, requiring: (i) adequate consideration, (ii) protection of a legitimate business interest, and (iii) reasonableness in time, geography, and scope;

(b) Non-competes are disfavored and strictly construed, but are enforceable when reasonable;

(d) The Indiana Supreme Court applies the blue pencil doctrine, allowing courts to reform overbroad covenants;

(e) Non-competes against independent contractors are enforceable under the same reasonableness standard;

(f) Legitimate business interests include trade secrets, customer relationships, goodwill, and specialized training.

16.4 Indiana Workers' Compensation (Ind. Code § 22-3-2-1 et seq.).

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

(b) Indiana requires coverage for employers with one or more employees;

(d) Failure to carry required coverage is a criminal offense (Class A misdemeanor) and subjects the employer to personal liability.

16.5 Indiana Comparative Fault Act (Ind. Code § 34-51-2-1 et seq.).

(a) Indiana applies a modified comparative fault system;

(b) A claimant's recovery is reduced by the claimant's percentage of fault;

(d) The comparative fault principles apply to tort claims arising under this Agreement.

16.6 Indiana Punitive Damages (Ind. Code § 34-51-3-1 et seq.).

(a) Punitive damages in Indiana are limited to the greater of three (3) times compensatory damages or fifty thousand dollars ($50,000);

(b) Seventy-five percent (75%) of any punitive damage award is paid to the State of Indiana Violent Crime Victims Compensation Fund;

(d) Clear and convincing evidence is required to support a punitive damage award.

16.7 Indiana County Income Tax. Consultant acknowledges that Indiana residents are subject to county option income tax (Ind. Code § 6-3.6) in addition to state adjusted gross income tax. Consultant is solely responsible for all applicable county income tax obligations.

16.8 Electronic Signatures (Ind. Code § 26-2-8-101 et seq.). This Agreement may be executed electronically in accordance with the Indiana 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 unless in writing and signed by both Parties.

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

17.4 Severability. Invalid provisions modified or severed without affecting remaining provisions.

17.5 Assignment. Consultant may not assign without Client's consent. Client may assign to Affiliates or successors.

17.6 Notices. Written notices 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 liable for failure due to circumstances beyond reasonable control. If exceeding [____] days, either Party may terminate.

17.8 Counterparts. May be executed in counterparts. Electronic delivery is effective.

17.9 Headings. For convenience only.

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

17.11 Publicity. No press releases without consent.

17.12 Third-Party Beneficiaries. For the Parties' sole benefit.

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

17.14 Export Compliance. Compliance with all export control laws.

17.15 Anti-Corruption. Compliance with FCPA and applicable anti-corruption laws.

ARTICLE 18: SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this 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 INDIANA
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.

WITNESS my hand and official seal.

[________________________________]
Notary Public, State of Indiana
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 PM	[________________________________]	[________________________________]	[________________________________]
Consultant 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 (Indiana default: 8%)

Confidentiality (Article 5):
☐ Duration specified

Insurance (Article 11):
☐ Coverage amounts specified

Restrictive Covenants (Article 12):
☐ Applicability determined
☐ If applicable, duration specified (recommended: 6-24 months per Indiana case law)
☐ Geographic scope specified
☐ Legitimate business interest identified

Dispute Resolution (Article 14):
☐ Option selected
☐ Venue specified
☐ Attorneys' fee provision noted (Indiana American Rule exception)

Data Protection (Article 15):
☐ Data breach notification requirements reviewed
☐ Indiana Consumer Data Protection Act compliance assessed (effective 1/1/2026)

Indiana-Specific (Article 16):
☐ Independent contractor classification factors reviewed
☐ Interest rate within lawful limits
☐ Non-compete reasonableness confirmed
☐ Comparative fault principles acknowledged
☐ Punitive damages limitations noted
☐ County income tax obligations acknowledged

Final Review:
☐ Agreement reviewed by Indiana-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 Indiana. 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 Indiana 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