Consulting Services Agreement

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CONSULTING SERVICES AGREEMENT

State of Kansas

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: [________________________________]
Kansas Business Registration (if applicable): [________________________________]

(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 Kansas 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 Kansas Uniform Trade Secrets Act, K.S.A. § 60-3320 et seq.

1.5 "Deliverables" means any and all work product, reports, analyses, recommendations, assessments, documents, data, software, code, designs, specifications, presentations, inventions, discoveries, improvements, or other materials created, developed, prepared, or produced by Consultant in connection with the performance of the Services, as specified in the applicable Statement of Work.

1.6 "Effective Date" means the date first written above.

1.7 "Intellectual Property" or "Intellectual Property Rights" means all patents, patent applications, copyrights, copyright registrations, trademarks, trademark registrations, service marks, trade names, trade dress, trade secrets, know-how, inventions, discoveries, improvements, ideas, designs, processes, techniques, methodologies, formulae, algorithms, software, databases, and other intellectual property rights, whether registered or unregistered, and all applications for and rights to apply for any of the foregoing, anywhere in the world.

1.8 "Pre-Existing Materials" means any materials, methodologies, tools, templates, frameworks, software, libraries, know-how, techniques, or other intellectual property owned by Consultant prior to the Effective Date or developed by Consultant outside the scope of this Agreement and independently of the Services.

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

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

1.11 "Work Product" means all Deliverables, inventions, discoveries, improvements, ideas, concepts, techniques, methods, processes, designs, works of authorship, documentation, and other work product conceived, created, developed, prepared, or reduced to practice by Consultant, solely or jointly with others, in connection with or arising out of the performance of the Services.

ARTICLE 2: SCOPE OF SERVICES

2.1 Engagement. Client hereby engages Consultant, and Consultant hereby accepts such engagement, to perform the Services described in the Statement of Work attached hereto as Exhibit A and incorporated herein by reference. The Parties may execute additional Statements of Work from time to time, each of which shall be subject to the terms and conditions of this Agreement.

2.2 Standard of Performance. Consultant shall perform the Services:

(a) In a professional, diligent, workmanlike, and timely manner;

(b) Consistent with the highest standards and practices in Consultant's industry or profession;

(d) Using personnel with the appropriate skills, training, qualifications, and experience;

(e) In compliance with all applicable federal, state, and local laws, rules, regulations, ordinances, and professional standards, including the laws of the State of Kansas; and

(f) Free from material defects and errors.

2.3 Service Deliverables. Consultant shall provide the Deliverables specified in each Statement of Work in accordance with the delivery schedule, format requirements, and acceptance criteria set forth therein. Unless otherwise specified, all Deliverables shall be provided in electronic format compatible with Client's systems.

2.4 Additional Services. Any services not specifically described in an executed Statement of Work that Client requests and Consultant agrees to perform shall be documented in either:

(a) A written amendment to the existing Statement of Work; or

(b) A new Statement of Work.

No additional services shall be performed, and no fees shall be due therefor, unless documented in writing and signed by authorized representatives of both Parties.

2.5 Consultant Personnel.

(a) Consultant shall assign qualified personnel to perform the Services. Key personnel, if designated in the Statement of Work, shall not be removed or replaced without Client's prior written consent.

(b) Client may request replacement of any Consultant personnel who, in Client's reasonable judgment, do not perform satisfactorily. Consultant shall promptly replace such personnel at no additional cost to Client.

(c) Consultant may, with prior written consent of Client (which shall not be unreasonably withheld), engage subcontractors to perform portions of the Services, provided that:

Consultant shall remain fully responsible for the performance and conduct of such subcontractors;
Subcontractors shall be bound by confidentiality and intellectual property provisions at least as restrictive as those in this Agreement;
Consultant shall ensure subcontractors comply with all terms of this Agreement.

2.6 Client Cooperation and Responsibilities. Client shall:

(a) Provide Consultant with reasonable and timely access to Client's personnel, facilities, systems, information, data, and resources as reasonably necessary for Consultant to perform the Services;

(b) Designate a representative to serve as the primary point of contact for communications with Consultant regarding the Services;

(d) Ensure that all information and materials provided to Consultant are accurate and complete;

(e) Perform Client responsibilities identified in the Statement of Work in a timely manner.

2.7 Change Orders. Either Party may request changes to the scope, schedule, or other aspects of the Services by submitting a written change order request to the other Party. No change to the Services shall be effective unless documented in a written Change Order signed by authorized representatives of both Parties.

2.8 Project Management. Unless otherwise specified in the Statement of Work, Consultant shall:

(a) Provide regular status reports to Client at intervals specified in the Statement of Work;

(b) Promptly notify Client of any issues, delays, or circumstances that may affect the timely or successful completion of the Services;

ARTICLE 3: TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue for an initial term of [________________] (the "Initial Term"), unless earlier terminated in accordance with this Article 3.

☐ No Automatic Renewal: This Agreement shall expire at the end of the Initial Term unless the Parties execute a written extension.

☐ Automatic Renewal: Following the Initial Term, this Agreement shall automatically renew for successive [________________] periods (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least [____] days prior to the expiration of the then-current term.

3.2 Statement of Work Term. Each Statement of Work shall have its own term as specified therein. Expiration or termination of a Statement of Work shall not affect the validity of this Agreement or any other Statement of Work.

3.3 Termination for Convenience.

(a) Either Party may terminate this Agreement or any Statement of Work for any reason or no reason upon [____] days' prior written notice to the other Party.

(b) Upon termination for convenience by Client, Client shall pay Consultant for:

All Services satisfactorily performed through the effective date of termination;
All non-cancelable expenses properly incurred prior to receipt of termination notice;
Pro-rata portion of any prepaid fixed fees for work completed.

3.4 Termination for Cause. Either Party may terminate this Agreement or any Statement of Work immediately upon written notice to the other Party if:

(a) The other Party commits a material breach of any provision of this Agreement or the applicable Statement of Work and fails to cure such breach within [____] days after receipt of written notice specifying the nature of the breach in reasonable detail;

(b) The other Party commits a material breach that by its nature cannot be cured;

(c) The other Party becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, has a receiver or trustee appointed for a substantial portion of its assets, or ceases to conduct business in the normal course;

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

3.5 Termination for Non-Payment. Consultant may terminate this Agreement or any Statement of Work upon [____] days' written notice if Client fails to pay any undisputed amount when due and such failure continues for [____] days after written notice thereof.

3.6 Effect of Termination. Upon termination or expiration of this Agreement for any reason:

(a) Consultant shall immediately cease performing the Services unless otherwise directed by Client;

(b) Consultant shall deliver to Client within [____] days:

All completed Deliverables and Work Product;
All partially completed Deliverables and Work Product in their then-current state;
All Client materials, data, and Confidential Information in Consultant's possession or control;
A final accounting of all time spent and expenses incurred;

(c) Client shall pay Consultant for all Services satisfactorily performed and expenses properly incurred through the effective date of termination, less any amounts previously paid;

(d) Each Party shall return or destroy, at the disclosing Party's election, all Confidential Information of the other Party, except as required to be retained by law or professional standards;

(e) All licenses granted by Consultant to Client for completed and paid-for Deliverables and Work Product shall survive termination;

(f) The provisions of Articles 1, 5, 6, 8, 9, 10, and 13 shall survive termination or expiration of this Agreement.

3.7 Transition Assistance. Upon request by Client and at Client's expense, Consultant shall provide reasonable transition assistance for a period of up to [____] days following termination to facilitate the orderly transfer of the Services to Client or a successor consultant.

ARTICLE 4: COMPENSATION AND PAYMENT TERMS

4.1 Fee Structure. Client shall pay Consultant the fees set forth in the applicable Statement of Work. Unless otherwise specified, fees shall be calculated as follows (check all that apply):

☐ Fixed Fee: Total fixed fee of $[________________] for the complete scope of Services described in the Statement of Work, payable as follows: [________________________________].

☐ Hourly Rate:

Senior Consultant/Principal: $[________] per hour
Consultant: $[________] per hour
Associate/Analyst: $[________] per hour
Administrative/Support: $[________] per hour
Not-to-Exceed Amount (if applicable): $[________________]

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

☐ Monthly Retainer: $[________] per month for up to [____] hours of Services. Additional hours beyond the retainer shall be billed at $[________] per hour. Unused retainer hours ☐ shall ☐ shall not roll over to subsequent months.

☐ Milestone-Based: Payment upon completion and acceptance of milestones as specified in the Statement of Work.

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

☐ Blended Rate: $[________] per hour regardless of the personnel performing the Services.

4.2 Rate Adjustments. Unless otherwise specified:

(a) Fee rates shall remain fixed for the Initial Term of this Agreement.

(b) For Renewal Terms, Consultant may increase fee rates by up to [____]% upon [____] days' written notice prior to the start of the Renewal Term.

4.3 Expenses and Reimbursement.

(a) Pre-Approved Expenses: Client shall reimburse Consultant for all reasonable and pre-approved out-of-pocket expenses incurred in connection with the performance of the Services, including:

Travel (airfare, rail, car rental, mileage at the then-current IRS standard rate)
Lodging
Meals (reasonable and customary amounts)
Parking and ground transportation
Materials, supplies, and equipment specifically required for the Services
Third-party fees and licenses required for the Services
Other: [________________________________]

(b) Expense Approval Thresholds:

Expenses up to $[________] individually: No pre-approval required
Expenses exceeding $[________] individually: Prior written approval required
Monthly expense cap: $[________] (unless otherwise approved in writing)

(c) Expense Documentation: Consultant shall provide itemized receipts and supporting documentation for all expense reimbursement requests exceeding $[____].

4.4 Invoicing.

(a) Consultant shall submit invoices to Client:
☐ Monthly, by the [____] day of the following month
☐ Bi-weekly
☐ Upon completion of each milestone
☐ Upon completion of the Services
☐ Other: [________________________________]

(b) Each invoice shall include:

Invoice number and date
Statement of Work reference number
Billing period covered
Detailed description of Services performed
Hours worked by personnel (if hourly billing)
Hourly rates and calculations
Milestones completed (if milestone billing)
Itemized expenses with receipts attached
Total amount due
Payment instructions

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

4.5 Payment Terms.

(a) Client shall pay all undisputed amounts within [____] days of receipt of a proper invoice.

(b) Payments shall be made by:
☐ Check payable to [________________________________]
☐ ACH/Electronic Transfer to:
Bank Name: [________________________________]
Routing Number: [________________________________]
Account Number: [________________________________]
☐ Wire Transfer to: [________________________________]
☐ Credit Card (subject to [____]% processing fee)
☐ Other: [________________________________]

4.6 Late Payment Interest. Pursuant to K.S.A. § 16-201, any amounts not paid when due shall bear interest at the rate of:

☐ Ten percent (10%) per annum (Kansas statutory default rate under K.S.A. § 16-201); or

☐ Fifteen percent (15%) per annum (maximum rate for written contracts under K.S.A. § 16-201); or

☐ [____]% per annum (not to exceed the maximum rate permitted by Kansas law)

from the due date until paid in full. Interest charges shall be in addition to all other remedies available to Consultant.

4.7 Disputed Invoices.

(a) If Client disputes any portion of an invoice in good faith, Client shall:

Notify Consultant in writing within [____] days of receipt of such invoice;
Specify in reasonable detail the nature of the dispute and the amount disputed;
Pay all undisputed amounts in accordance with Section 4.5.

(b) The Parties shall work diligently and in good faith to resolve any disputed amounts within thirty (30) days of Client's dispute notice.

(c) If the Parties cannot resolve the dispute within thirty (30) days, either Party may pursue the dispute resolution procedures set forth in Article 14.

4.8 Taxes.

(a) Consultant shall be solely responsible for all federal, state, and local taxes arising from the compensation paid to Consultant under this Agreement, including without limitation income taxes, self-employment taxes, employment taxes, and any other taxes or contributions required by law.

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

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

(e) Unless otherwise specified, all fees are exclusive of Kansas sales and use taxes. If any Kansas Retailers' Sales Tax (K.S.A. § 79-3603) applies to the Services, Client shall pay such taxes or provide Consultant with a valid Kansas exemption certificate.

4.9 Records and Audit.

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

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

(c) If an audit reveals an overcharge of more than [____]%, Consultant shall reimburse Client for the overcharged amount plus Client's reasonable audit costs.

ARTICLE 5: CONFIDENTIALITY AND TRADE SECRETS

5.1 Confidentiality Obligations. Each Party (as "Receiving Party") agrees to:

(a) Hold in strict confidence all Confidential Information of the other Party (as "Disclosing Party");

(b) Not disclose, publish, or otherwise disseminate any Confidential Information to any third party without the Disclosing Party's prior written consent;

(c) Not use any Confidential Information for any purpose other than the performance of its obligations or exercise of its rights under this Agreement;

(d) Not copy or reproduce any Confidential Information except as reasonably necessary for the purposes of this Agreement;

(e) Take all reasonable precautions to prevent unauthorized disclosure or use of Confidential Information.

5.2 Protective Measures. The Receiving Party shall protect the Disclosing Party's Confidential Information using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. The Receiving Party shall:

(a) Limit access to Confidential Information to those employees, agents, contractors, and professional advisors who have a legitimate need to know;

(b) Ensure that all persons with access to Confidential Information are bound by written confidentiality obligations at least as restrictive as those contained herein;

(c) Implement appropriate physical, electronic, and administrative safeguards to protect Confidential Information from unauthorized access, use, or disclosure.

5.3 Exclusions. The obligations set forth in this Article 5 shall not apply to information that the Receiving Party can demonstrate:

(a) Is or becomes publicly available through no fault or wrongful act of the Receiving Party;

(b) Was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party, without obligation of confidentiality;

(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or

(e) Is approved for release by prior written authorization of the Disclosing Party.

5.4 Required Disclosure. If the Receiving Party is compelled by law, regulation, legal process, or governmental authority to disclose any Confidential Information, the Receiving Party shall:

(a) Provide the Disclosing Party with prompt written notice of such requirement (to the extent legally permitted);

(b) Cooperate with the Disclosing Party's reasonable efforts to obtain a protective order or other confidential treatment;

(d) Use reasonable efforts to ensure that any Confidential Information so disclosed is accorded confidential treatment.

5.5 Trade Secrets Under Kansas Law. The Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined under the Kansas Uniform Trade Secrets Act (KUTSA), K.S.A. § 60-3320 et seq. With respect to such trade secrets:

(a) The confidentiality obligations under this Article 5 shall continue for as long as such information remains a trade secret under applicable law;

(b) Each Party shall implement and maintain reasonable measures to preserve the trade secret status of such information, including confidentiality agreements, access controls, and security protocols;

(c) The remedies available under the KUTSA, including injunctive relief (K.S.A. § 60-3321), actual damages, unjust enrichment, and reasonable royalties (K.S.A. § 60-3322), and attorney's fees for willful and malicious misappropriation (K.S.A. § 60-3323), shall be in addition to any remedies available under this Agreement;

(d) Pursuant to K.S.A. § 60-3322(b), if willful and malicious misappropriation exists, the court may award exemplary damages in an amount not exceeding twice the actual damages awarded under K.S.A. § 60-3322(a).

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

(a) The Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party, including all copies, extracts, and summaries thereof;

(b) The Receiving Party shall certify in writing that it has complied with this Section 5.6;

(c) Notwithstanding the foregoing, the Receiving Party may retain copies required by law, regulation, or professional standards, subject to continuing confidentiality obligations.

5.7 Injunctive Relief. The Parties acknowledge that a breach of this Article 5 may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies from any court of competent jurisdiction, in addition to any other remedies available at law or in equity.

5.8 Duration of Confidentiality Obligations. Except for trade secrets (which shall be protected for as long as they remain trade secrets under Kansas law), the confidentiality obligations under this Article 5 shall survive termination or expiration of this Agreement for a period of [____] years.

ARTICLE 6: INTELLECTUAL PROPERTY AND WORK PRODUCT

6.1 Ownership of Work Product. All Work Product created by Consultant in the performance of the Services shall be the sole and exclusive property of Client. Consultant hereby irrevocably assigns and agrees to assign to Client all right, title, and interest in and to all Work Product worldwide, including all Intellectual Property Rights therein, free and clear of all liens, claims, and encumbrances.

6.2 Work Made for Hire. To the extent any Work Product constitutes a "work made for hire" as defined under the U.S. Copyright Act, 17 U.S.C. § 101 et seq., such Work Product shall be deemed a work made for hire, with Client as the author and owner. To the extent any Work Product does not qualify as a work made for hire, Consultant hereby irrevocably assigns to Client all copyrights and related rights in and to such Work Product.

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

6.4 Further Assurances. Consultant agrees to:

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

(b) Cooperate with Client in the preparation and prosecution of any patent, trademark, or copyright applications related to the Work Product;

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

6.5 Consultant's Pre-Existing Materials.

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

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

6.6 Third-Party Materials.

(a) Consultant shall not incorporate any third-party materials, including open source software, into the Deliverables without the prior written consent of Client.

(b) If Client consents, Consultant shall identify all such materials and applicable licenses, obtain all necessary permissions, and indemnify Client against any claims arising from their use.

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

6.8 Client Materials. Client retains all right, title, and interest in any materials provided by Client to Consultant for use in connection with the Services. Consultant shall use Client Materials only for performing the Services.

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

ARTICLE 7: INDEPENDENT CONTRACTOR STATUS

7.1 Independent Contractor Relationship. The relationship between Client and Consultant is that of independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employer-employee relationship. Consultant is not an employee, agent, partner, or legal representative of Client for any purpose.

7.2 Control and Discretion. Consultant shall have sole control over the manner, means, and methods of performing the Services, including:

(a) The time, place, and method of performance, subject only to the deadlines and specifications in the Statement of Work;

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

(d) The personnel assigned to perform the Services.

Client shall have no right to control or direct the details, manner, or means of Consultant's work, and shall only specify the desired results and outcomes.

7.3 Kansas Independent Contractor Classification. The Parties intend that Consultant shall be classified as an independent contractor under Kansas law, including for purposes of the Kansas Employment Security Law, K.S.A. § 44-703(i)(3)(D). Under Kansas law, services performed by an individual for remuneration shall be deemed employment unless the employer demonstrates all three factors of the ABC test:

(a) Factor A — Freedom from Control: The individual is free from control and direction over the performance of the services, both under the contract and in fact;

(b) Factor B — Outside Usual Course of Business or Place of Business: The service is either performed outside the usual course of the employer's business, or performed outside all the places of business of the employer; and

(c) Factor C — Independently Established Trade or Business: The individual is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as that involved in the service performed.

The Parties acknowledge and agree that all three factors are satisfied under this Agreement as evidenced by:

Consultant maintains its own business location;
Consultant provides services to multiple clients;
Consultant advertises and holds itself out as providing services to the public;
Consultant has its own business licenses, insurance, and tax registrations;
Consultant has made significant investment in its business;
Consultant can realize profit or loss from the engagement;
Consultant furnishes its own tools and equipment;
Consultant controls its own work schedule.

7.4 No Employee Benefits. Consultant acknowledges and agrees that:

(a) Consultant shall not be entitled to any employee benefits from Client, including but not limited to health insurance, retirement benefits, paid leave, workers' compensation coverage, unemployment insurance benefits, stock options, or bonuses;

(b) Consultant shall be solely responsible for obtaining and paying for any insurance, benefits, or retirement savings Consultant deems necessary or appropriate.

7.5 Taxes and Withholding.

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

(b) Consultant shall be solely responsible for the payment of all taxes arising from compensation received under this Agreement.

(c) Consultant shall indemnify and hold harmless Client from any liability for taxes, penalties, or interest arising from Consultant's failure to pay taxes or from any determination that Consultant is an employee of Client.

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

7.7 Consultant's Business Expenses. Consultant shall be responsible for all of its own business expenses, except for those expenses Client has agreed in writing to reimburse under Section 4.3.

ARTICLE 8: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:

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

(b) It has the full power, authority, and legal capacity to enter into this Agreement and to perform its obligations hereunder;

(d) This Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws;

(e) The performance of its obligations under this Agreement will not violate any applicable law, regulation, or agreement to which it is a party;

(f) There is no pending or threatened litigation that would materially affect its ability to perform under this Agreement.

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

(a) Qualifications: Consultant possesses the necessary qualifications, skills, training, experience, expertise, and professional licenses to perform the Services competently;

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

(c) Originality and Non-Infringement: The Work Product will be original and will not infringe any Intellectual Property Rights or other rights of any third party;

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

(e) Compliance: Consultant holds all licenses, permits, and registrations required to perform the Services in Kansas;

(f) No Conflicts: The performance of Services does not conflict with any obligation Consultant owes to any third party;

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

(h) No Viruses: Any software or code delivered as part of the Deliverables will be free from malicious code;

(i) Warranty Period: For a period of [____] days following Client's acceptance of any Deliverable, such Deliverable will conform to the specifications and acceptance criteria set forth in the applicable Statement of Work. Consultant shall correct any non-conformity at no additional cost.

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

(a) Client has the authority to provide Consultant with access to Client's facilities, systems, and information;

(b) Client will provide accurate and complete information to Consultant;

(d) The use of Client Materials will not infringe any third party's rights.

8.4 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

ARTICLE 9: INDEMNIFICATION

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

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

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

(c) Any claim that the Work Product or Deliverables infringe any third party's Intellectual Property Rights, except to the extent arising from Client Materials;

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

(e) Any claim relating to the classification of Consultant as an independent contractor, including claims for unpaid taxes, wages, benefits, penalties, or interest;

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

(g) Any breach of confidentiality or unauthorized disclosure of Client's Confidential Information.

9.2 Indemnification by Client. Client shall indemnify, defend, and hold harmless Consultant and its Affiliates, and their respective officers, directors, members, managers, employees, agents, successors, and assigns (collectively, "Consultant Indemnitees") from and against any and all Losses arising out of or relating to:

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

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

(d) Client's use of the Work Product in a manner not authorized by this Agreement.

9.3 Indemnification Procedures. The Indemnified Party shall:

(a) Provide prompt written notice of any claim for which indemnification is sought;

(b) Allow the Indemnifying Party to assume sole control of the defense and settlement;

(d) Not settle or compromise any claim without the Indemnifying Party's prior written consent.

9.4 IP Infringement Remedies. If any Deliverable becomes the subject of an infringement claim, Consultant shall, at its sole expense: (a) procure for Client the right to continue using the Deliverable; (b) replace it with a non-infringing equivalent; or (c) modify it to be non-infringing while maintaining substantially similar functionality. If none of the foregoing is commercially reasonable, Client may terminate this Agreement and receive a refund of fees paid for the infringing Deliverable.

ARTICLE 10: LIMITATION OF LIABILITY

10.1 Limitation on Consequential Damages. EXCEPT FOR BREACHES OF ARTICLE 5 (CONFIDENTIALITY), BREACHES OF ARTICLE 6 (INTELLECTUAL PROPERTY), CLAIMS ARISING UNDER ARTICLE 9 (INDEMNIFICATION), CONSULTANT'S INFRINGEMENT OF THIRD-PARTY IP RIGHTS, AND FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability. SUBJECT TO THE SAME EXCEPTIONS IN SECTION 10.1, THE TOTAL CUMULATIVE LIABILITY OF EACH PARTY SHALL NOT EXCEED:

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

☐ Option B: The total fees paid or payable under the applicable Statement of Work; or

☐ Option C: $[________________]; or

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

10.3 Minimum Liability Floor. Notwithstanding the foregoing, each Party's liability shall not be limited below $[________________].

10.4 Application of Limitations. The limitations set forth in this Article 10:

(a) Shall apply regardless of the legal theory;

(b) Shall apply even if a Party has been advised of the possibility of such damages;

(c) Shall not limit either Party's liability for death or personal injury caused by negligence, intentional misconduct or fraud, or amounts owed for Services properly performed.

10.5 Essential Basis of Bargain. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY REFLECT AN INFORMED, VOLUNTARY, AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN.

ARTICLE 11: INSURANCE REQUIREMENTS

11.1 Insurance Coverage. Throughout the term of this Agreement, Consultant shall maintain, at Consultant's sole expense, the following insurance coverages from insurance companies licensed to do business in the State of Kansas with an A.M. Best rating of A- or better:

(a) Commercial General Liability Insurance:

Per Occurrence Limit: Not less than $[________________]
General Aggregate Limit: Not less than $[________________]
Products/Completed Operations Aggregate: Not less than $[________________]

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

Per Claim Limit: Not less than $[________________]
Annual Aggregate: Not less than $[________________]
If claims-made, Consultant shall maintain tail coverage for [____] years.

As required by Kansas law (K.S.A. § 44-501 et seq.) if Consultant has employees
Employers' Liability: Not less than $[________________] per accident, $[________________] per employee for disease, $[________________] policy limit for disease

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

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

(e) Cyber Liability/Technology Errors and Omissions Insurance (if applicable):

Per Claim Limit: Not less than $[________________]

(f) Umbrella/Excess Liability Insurance (optional):

Per Occurrence Limit: Not less than $[________________]

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

11.3 Waiver of Subrogation. Consultant shall cause its insurers to waive all rights of subrogation against Client.

11.4 Primary Coverage. Consultant's insurance shall be primary and non-contributory.

11.5 Certificates of Insurance. Upon request, Consultant shall provide certificates of insurance, endorsements, and written notice of any cancellation or material change at least [____] days prior.

11.6 No Limitation of Liability. The insurance requirements shall not limit Consultant's liability under this Agreement.

ARTICLE 12: RESTRICTIVE COVENANTS

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

☐ Restrictive Covenants Apply

12.2 Non-Solicitation of Employees. During the term of this Agreement and for a period of [________________] following the later of (i) termination or expiration of this Agreement, or (ii) completion of the last Statement of Work, Consultant shall not, directly or indirectly:

(a) Solicit, recruit, hire, or engage any employee of Client with whom Consultant had material contact during the performance of the Services;

(b) Induce or encourage any such employee to leave Client's employment;

(c) Hire any person who was an employee of Client at any time during the term of this Agreement and who left Client's employment within the preceding six (6) months.

12.3 Non-Solicitation of Clients and Customers. During the term of this Agreement and for a period of [________________] following the later of (i) termination or expiration of this Agreement, or (ii) completion of the last Statement of Work, Consultant shall not, directly or indirectly solicit any customer, client, or business partner of Client with whom Consultant had material contact or about whom Consultant received Confidential Information, for the purpose of providing competitive services.

12.4 Non-Competition. During the term of this Agreement and for a period of [________________] following the later of (i) termination or expiration of this Agreement, or (ii) completion of the last Statement of Work, Consultant shall not, within the geographic area of [________________________________], directly or indirectly:

(a) Engage in any business that competes with Client's business in the following areas: [________________________________];

(b) Be employed by or consult for any competing business;

12.5 Kansas Restrictive Covenant Compliance.

(a) Non-Compete Enforceability: The Parties acknowledge that Kansas courts enforce non-compete agreements where they are reasonable in scope, duration, and geographic area, and where they protect a legitimate business interest such as trade secrets, customer relationships, or specialized training. Kansas courts apply a reasonableness analysis weighing the employer's interests against the restriction's burden on the individual and the public interest.

(b) Non-Solicitation Presumption of Enforceability (SB 241, effective July 1, 2025): Pursuant to K.S.A. § 50-163 as amended by Senate Bill 241 (2025), written non-solicitation covenants in which an individual agrees not to solicit customers or employees shall be conclusively presumed enforceable where they seek to protect confidential or trade secret business information, or customer or supplier relationships, goodwill, or loyalty. SB 241 also provides that Kansas courts must reform overbroad non-solicitation provisions rather than void them entirely.

(c) Blue Pencil / Reformation: Kansas courts have authority to reform restrictive covenants to make them enforceable, particularly non-solicitation covenants under SB 241.

(d) The Parties intend for all restrictive covenants to comply with Kansas law, and any court of competent jurisdiction may modify any covenant to the minimum extent necessary to render it enforceable.

12.6 Reasonableness Acknowledgment. Consultant acknowledges that the restrictive covenants are reasonable and necessary to protect Client's legitimate business interests.

12.7 Tolling. If Consultant violates any restrictive covenant, the duration of such covenant shall be extended by the period of the violation.

ARTICLE 13: DATA PROTECTION AND PRIVACY

13.1 Data Protection Obligations. If Consultant receives, accesses, processes, or stores any personal information (as defined under applicable law) in connection with the Services, Consultant shall:

(a) Comply with all applicable federal, state, and local privacy and data protection laws and regulations;

(b) Implement and maintain reasonable administrative, technical, and physical safeguards to protect personal information from unauthorized access, acquisition, use, modification, disclosure, or destruction;

(d) Not disclose personal information to any third party without Client's prior written consent, except as required by law;

(e) Promptly notify Client of any actual or suspected unauthorized access to, acquisition of, or breach involving personal information.

13.2 Kansas Data Breach Notification. Pursuant to K.S.A. § 50-7a02:

(a) Consultant shall notify Client without unreasonable delay, and in no event later than forty-eight (48) hours after discovery, of any breach of the security of the system involving personal information of Kansas residents that was in Consultant's possession or control;

(b) "Personal information" under K.S.A. § 50-7a01 includes a Kansas resident's first name or first initial and last name in combination with any one or more of the following unencrypted or unredacted data elements: Social Security number, driver's license number or state identification card number, financial account number, or medical information;

(c) Client shall be responsible for providing notification to affected Kansas residents and consumer reporting agencies (if more than 1,000 residents are affected) in the most expedient time possible and without unreasonable delay, as required by K.S.A. § 50-7a02;

(d) Consultant shall cooperate with Client and provide all information necessary for Client to fulfill its notification obligations.

13.3 Data Security Standards. Consultant shall:

(a) Encrypt personal information during transmission over public networks and at rest;

(b) Maintain access controls and authentication procedures;

(d) Maintain a written information security program appropriate to the nature and volume of personal information processed.

13.4 Data Return and Destruction. Upon termination of this Agreement or completion of the Services, Consultant shall return or securely destroy all personal information in its possession, and certify in writing that it has done so.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Informal Resolution. Prior to initiating any formal dispute resolution proceeding, the Parties shall first attempt in good faith to resolve any dispute through informal negotiation. Within ten (10) Business Days of notice, representatives with authority to settle shall meet to attempt to resolve the dispute. If not resolved within thirty (30) days, either Party may proceed with formal dispute resolution.

14.2 Formal Dispute Resolution. (Select one)

☐ Option A: Litigation. Any dispute not resolved through informal negotiation may be submitted to the courts specified in Section 15.2.

☐ Option B: Mediation Then Litigation. The Parties shall attempt mediation administered by [________________________________] in [________________], Kansas, before a single mediator. Costs of mediation shall be shared equally. If not resolved within [____] days after commencement of mediation, either Party may proceed with litigation.

☐ Option C: Binding Arbitration. Any dispute shall be resolved by binding arbitration administered by [________________________________] in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in [________________], Kansas, before a single arbitrator (for disputes under $[________________]) or three arbitrators (for disputes of $[________________] or more). The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

☐ Option D: Mediation Then Arbitration. The Parties shall first attempt mediation as in Option B, and if unresolved, proceed to arbitration as in Option C.

14.3 Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive relief from any court of competent jurisdiction to prevent irreparable harm, without first engaging in informal negotiation, mediation, or arbitration.

14.4 Continued Performance. During any dispute resolution proceeding, the Parties shall continue to perform their obligations to the extent reasonably practicable.

14.5 Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, court costs, and other expenses of litigation or arbitration.

ARTICLE 15: GENERAL PROVISIONS

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to its conflict of laws principles that would require application of the laws of another jurisdiction.

15.2 Jurisdiction and Venue. Any action arising out of or relating to this Agreement shall be brought exclusively in the state courts located in [________________] County, Kansas, or the United States District Court for the District of Kansas. Each Party hereby:

(a) Irrevocably submits to the exclusive jurisdiction of such courts;

(b) Waives any objection to the laying of venue in such courts;

15.3 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS WAIVER APPLIES WHETHER THE CLAIM ARISES IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY ACKNOWLEDGES IT HAS READ AND UNDERSTANDS THIS WAIVER AND HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL.

15.4 Entire Agreement. This Agreement, together with all Exhibits, Statements of Work, Change Orders, and other documents expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written.

15.5 Amendment. This Agreement may not be amended except by a written instrument signed by authorized representatives of both Parties.

15.6 Waiver. No waiver of any provision shall be effective unless in writing and signed by the Party against whom enforcement is sought. No failure or delay in exercising any right shall operate as a waiver thereof.

15.7 Severability. If any provision is held invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable. The invalidity of any provision shall not affect the enforceability of the remaining provisions.

15.8 Assignment.

(a) Consultant shall not assign this Agreement without Client's prior written consent.

(b) Client may assign this Agreement to any Affiliate, successor by merger, or purchaser of all or substantially all of Client's assets.

15.9 Notices. All notices shall be in writing and deemed duly given:

(a) When delivered personally;

(b) When sent by email (with confirmation) during normal business hours;

(d) Three (3) Business Days after deposit in the U.S. mail, certified, return receipt requested.

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

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

15.10 Force Majeure. Neither Party shall be liable for failure to perform (other than payment obligations) due to circumstances beyond its reasonable control. If a Force Majeure Event continues for more than [____] days, either Party may terminate this Agreement.

15.11 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each an original. Pursuant to the Kansas Uniform Electronic Transactions Act, K.S.A. § 16-1601 et seq., electronic signatures shall have the same legal effect as original ink signatures.

15.12 Headings. Headings are for convenience only and shall not affect the interpretation of this Agreement.

15.13 Construction. This Agreement shall be construed without regard to any presumption against the drafting Party.

15.14 Publicity. Neither Party shall issue any press release regarding this Agreement without the other Party's prior written consent.

15.15 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No third party is an intended beneficiary.

15.16 Order of Precedence. In the event of conflict: (a) Amendments; (b) this Agreement; (c) Change Orders; (d) Statements of Work; (e) Exhibits.

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

15.18 Anti-Corruption. Each Party represents that it has not and will not violate the Foreign Corrupt Practices Act or any other applicable anti-corruption law in connection with this Agreement.

ARTICLE 16: KANSAS-SPECIFIC PROVISIONS

16.1 Independent Contractor Classification Under Kansas Law. The Parties specifically acknowledge and incorporate the following regarding Kansas independent contractor classification:

(a) Kansas Employment Security Law (K.S.A. § 44-703): Kansas applies the ABC test for purposes of unemployment insurance, requiring that all three prongs (freedom from control, outside usual course of business, and independently established trade) be satisfied for independent contractor status. The Kansas Department of Labor examines the totality of the circumstances in making classification determinations.

(b) Kansas Workers' Compensation (K.S.A. § 44-501 et seq.): Kansas also applies a common-law right-to-control test for workers' compensation purposes. Relevant factors include the extent of control exercised by the employer, the nature of the work, whether the worker furnishes tools and equipment, the method of payment, and the right to terminate the relationship.

(c) Kansas Department of Revenue: The Kansas Department of Revenue applies its own criteria for tax withholding and reporting purposes. Misclassification of workers may result in penalties under K.S.A. § 44-766b.

16.2 Non-Compete Enforceability in Kansas.

(a) Kansas courts evaluate non-compete agreements under a reasonableness standard, considering whether the restriction is necessary to protect a legitimate business interest (trade secrets, customer relationships, specialized training), is reasonable in time, geography, and scope, and does not impose undue hardship on the restricted party.

(b) Kansas courts generally disfavor non-compete agreements but will enforce them when reasonable. Time restrictions of two (2) years or less are generally considered reasonable, though courts examine each case individually.

(c) Under the Kansas Restraint of Trade Act (K.S.A. § 50-163 et seq.), as amended by Senate Bill 241 (effective July 1, 2025), non-solicitation covenants are conclusively presumed enforceable if they protect confidential or trade secret business information, or customer or supplier relationships, goodwill, or loyalty. Kansas courts are required to reform, rather than void, overbroad non-solicitation provisions.

16.3 Kansas Uniform Trade Secrets Act (KUTSA).

(a) Under K.S.A. § 60-3320, a "trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process, that derives independent economic value from not being generally known or readily ascertainable and is the subject of reasonable efforts to maintain its secrecy.

(b) K.S.A. § 60-3321 provides for injunctive relief for actual or threatened misappropriation.

(c) K.S.A. § 60-3322 provides for damages including actual loss, unjust enrichment, and, in cases of willful and malicious misappropriation, exemplary damages not exceeding twice the actual damages.

(d) K.S.A. § 60-3323 permits an award of reasonable attorney's fees to the prevailing party if the claim of misappropriation was made in bad faith, a motion to terminate an injunction was made in bad faith, or willful and malicious misappropriation exists.

(e) The statute of limitations for misappropriation claims is three (3) years under K.S.A. § 60-3325.

16.4 Kansas Data Breach Notification Requirements.

(a) Under K.S.A. § 50-7a01 et seq., any person or entity that conducts business in Kansas and owns or licenses computerized data containing personal information must notify affected Kansas residents of a security breach in the most expedient time possible and without unreasonable delay.

(b) "Personal information" includes a resident's first name or first initial and last name in combination with Social Security number, driver's license number, financial account number (with access code or password), or medical information.

(c) If more than 1,000 Kansas residents are affected, the entity must also notify consumer reporting agencies without unreasonable delay.

(d) Notification may be provided by written notice, electronic notice, or substitute notice (if cost exceeds $100,000 or more than 5,000 persons must be notified).

16.5 Kansas Interest Rate Limitations.

(a) The legal rate of interest in Kansas is ten percent (10%) per annum under K.S.A. § 16-201.

(b) For written contracts, parties may agree to a rate not exceeding fifteen percent (15%) per annum under K.S.A. § 16-201.

(c) For civil tort actions, prejudgment interest is set at the rate specified by K.S.A. § 16-204(e)(1), minus two percentage points.

(d) Any interest rate provision in this Agreement is intended to comply with Kansas usury limitations.

16.6 Kansas Statute of Frauds. Pursuant to K.S.A. § 5-401, certain contracts must be in writing to be enforceable. The Parties have elected to memorialize this Agreement in writing to comply with the statute of frauds and to promote certainty.

16.7 Kansas E-Signatures. Pursuant to the Kansas Uniform Electronic Transactions Act, K.S.A. § 16-1601 et seq., an electronic signature, record, or contract may not be denied legal effect or enforceability solely because it is in electronic form.

ARTICLE 17: SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Consulting Services Agreement as of the Effective Date first written above. Each signatory represents and warrants that he or she has the authority to execute this Agreement on behalf of the Party indicated.

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 KANSAS
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 Kansas
My Commission Expires: [__/__/____]

[NOTARY SEAL]

EXHIBIT A: STATEMENT OF WORK

STATEMENT OF WORK NO. [____]

Effective Date: [__/__/____]

This Statement of Work ("SOW") is entered into pursuant to and subject to the terms and conditions of the Consulting Services Agreement dated [__/__/____] (the "Agreement") between the following parties:

Client: [________________________________]
Consultant: [________________________________]

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

1. PROJECT OVERVIEW

Project Name: [________________________________]

Project Description:
[________________________________]
[________________________________]

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

2. SCOPE OF SERVICES

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

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

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

3. DELIVERABLES

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

4. PROJECT TIMELINE AND MILESTONES

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

Milestone	Description	Target Date	Payment Trigger
M1: Project Kickoff	[________________________________]	[__/__/____]	☐ Yes ☐ No
M2: [________________]	[________________________________]	[__/__/____]	☐ Yes ☐ No
M3: [________________]	[________________________________]	[__/__/____]	☐ Yes ☐ No
M4: Project Completion	[________________________________]	[__/__/____]	☐ Yes ☐ No

5. COMPENSATION

5.1 Fee Structure: (Check applicable option)

☐ Fixed Fee:
Total Fixed Fee: $[________________]
Payment Schedule:

[____]% ($[________________]) upon execution of this SOW
[____]% ($[________________]) upon completion of Milestone [____]
[____]% ($[________________]) upon final acceptance

☐ Time and Materials:

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

Estimated Total: $[________________]
Not-to-Exceed Amount: $[________________]

☐ Monthly Retainer:
Monthly Retainer: $[________] for [____] hours
Additional Hours: $[________] per hour

5.2 Expense Budget: $[________________]

5.3 Total SOW Value: $[________________]

6. CLIENT RESPONSIBILITIES

☐ Personnel Access:

Primary Contact: [________________________________]
Subject Matter Experts: [________________________________]

☐ Systems/Data Access: [________________________________]

☐ Timely Decisions/Approvals: Response time: [____] Business Days

7. KEY PERSONNEL

Client Team:

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

Consultant Team:

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

8. ACCEPTANCE CRITERIA AND PROCEDURES

8.1 Acceptance Criteria:
☐ Conform to the specifications set forth in this SOW
☐ Free from material defects and errors
☐ [________________________________]

8.2 Acceptance Procedure:
(a) Client shall have [____] Business Days to review and accept or reject each Deliverable.
(b) Consultant shall have [____] Business Days to cure any deficiencies.
(c) If Client fails to respond within the review period, the Deliverable shall be deemed accepted.

9. ASSUMPTIONS AND DEPENDENCIES

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

10. SOW SIGNATURES

CLIENT:

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

CONSULTANT:

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

EXHIBIT B: PRE-EXISTING MATERIALS

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

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

EXECUTION CHECKLIST

Agreement Setup:
☐ All bracketed fields completed with appropriate information
☐ Party information (names, addresses, entity types) is accurate and complete
☐ Effective Date has been inserted

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

Compensation (Article 4):
☐ Fee structure option(s) selected and rates/amounts specified
☐ Invoice frequency selected
☐ Payment terms specified
☐ Late payment interest rate option selected (not to exceed Kansas statutory limits)

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

Representations and Warranties (Article 8):
☐ Warranty Period duration specified

Limitation of Liability (Article 10):
☐ Liability cap option selected and amount specified

Insurance (Article 11):
☐ Insurance coverage amounts specified

Restrictive Covenants (Article 12):
☐ Determined whether Restrictive Covenants apply
☐ If applicable, duration and scope specified (SB 241 non-solicitation provisions considered)

Dispute Resolution (Article 14):
☐ Dispute resolution option selected

Kansas-Specific (Article 16):
☐ Kansas ABC test factors reviewed and confirmed
☐ Non-compete provisions reviewed for reasonableness under Kansas law
☐ Interest rate provisions confirmed within Kansas statutory limits

Final Review:
☐ Agreement has been reviewed by Kansas-licensed legal counsel
☐ Both Parties have received copies of the fully executed Agreement
☐ Consultant has provided completed IRS Form W-9
☐ Consultant has provided certificates of insurance (if applicable)

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