Consulting Services Agreement

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CONSULTING SERVICES AGREEMENT

State of Louisiana

(Civil Law Jurisdiction)

THIS CONSULTING SERVICES AGREEMENT (this "Agreement" or "Contract") is made and entered into as of the [____] day of [________________], 20[____] (the "Effective Date"), by and between:

CLIENT (Principal):
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" or "Principal")

AND

CONSULTANT (Contractor):
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: [________________________________]
Louisiana Business Registration (if applicable): [________________________________]

(hereinafter referred to as "Consultant" or "Contractor")

Client and Consultant are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

CIVIL LAW NOTICE: This Agreement is entered into under and shall be governed by the laws of the State of Louisiana. Louisiana is the only civil law jurisdiction in the United States. The Louisiana Civil Code, rather than common law principles, governs the interpretation, construction, and enforcement of this contract. The Parties acknowledge that Louisiana's civil law framework applies to all aspects of this Agreement, including but not limited to the formation of obligations, the interpretation of contracts, and the remedies available for breach.

RECITALS AND CAUSE

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 to perform such consulting services in compliance with all applicable laws and professional standards; and

WHEREAS, the Parties intend to establish an independent contractor relationship pursuant to Louisiana law, and not an employment, partnership, joint venture, or agency relationship; and

WHEREAS, this Agreement is supported by lawful cause pursuant to La. C.C. art. 1966 et seq., including the mutual stipulations, obligations, and considerations hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual obligations and stipulations hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree and stipulate 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 Louisiana 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 stipulations 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 Louisiana Uniform Trade Secrets Act (LUTSA), La. R.S. § 51:1431 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.

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 "Obligation" as used in this Agreement has the meaning ascribed by the Louisiana Civil Code, i.e., a legal relationship whereby a person, called the obligor, is bound to render a performance in favor of another, called the obligee (La. C.C. art. 1756).

1.9 "Parish" means a parish of the State of Louisiana (the Louisiana equivalent of a county in other states).

1.10 "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 independently of the Services.

1.11 "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.

1.12 "Statement of Work" or "SOW" means the document attached hereto as Exhibit A, and any subsequent statements of work executed by the Parties, which describe the specific Services, Deliverables, timelines, milestones, acceptance criteria, and fees.

1.13 "Stipulation" means any term, condition, or provision agreed upon by the Parties in this Agreement, as recognized under Louisiana law (La. C.C. art. 1906 et seq.).

1.14 "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 AND OBLIGATIONS

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

2.2 Standard of Performance. Consultant shall perform the Services:

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

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

(d) Using personnel with 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 Louisiana; and

(f) Free from material defects and errors.

2.3 Service Deliverables. Consultant shall provide all Deliverables in accordance with the delivery schedule, format requirements, and acceptance criteria in the applicable SOW.

2.4 Additional Services. Any additional services must be documented in a written amendment to an existing SOW or a new SOW signed by both Parties before being performed.

2.5 Consultant Personnel.

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

(b) Client may request replacement of unsatisfactory personnel. Consultant shall promptly replace such personnel at no additional cost.

(c) Consultant may, with Client's prior written consent, engage subcontractors, provided Consultant remains fully responsible for their performance and ensures they are bound by obligations at least as restrictive as this Agreement.

2.6 Client Cooperation and Obligations. Client shall:

(a) Provide reasonable and timely access to Client's personnel, facilities, systems, information, data, and resources;

(b) Designate a representative as the primary point of contact;

(d) Ensure accuracy and completeness of information provided to Consultant;

(e) Perform Client obligations identified in the Statement of Work.

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

2.8 Project Management. Consultant shall provide regular status reports, prompt notice of issues or delays, and participation in project meetings as reasonably requested.

ARTICLE 3: TERM AND DISSOLUTION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue for an initial term of [________________] (the "Initial Term"), unless earlier dissolved 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: This Agreement shall automatically renew for successive [________________] periods (each, a "Renewal Term"), unless either Party provides written notice of non-renewal at least [____] days prior to the expiration of the then-current term.

3.2 Statement of Work Term. Each SOW shall have its own term. Expiration or dissolution of a SOW shall not affect this Agreement or any other SOW.

3.3 Dissolution for Convenience.

(a) Either Party may dissolve this Agreement or any SOW upon [____] days' prior written notice.

(b) Upon dissolution for convenience by Client, Client shall pay Consultant for all Services satisfactorily performed and non-cancelable expenses incurred through the effective date of dissolution.

3.4 Dissolution for Cause. Pursuant to La. C.C. art. 2013 (judicial dissolution for failure to perform), either Party may dissolve this Agreement immediately upon written notice if:

(a) The other Party commits a material breach and fails to cure within [____] days after written notice;

(b) The other Party commits an incurable material breach;

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

3.5 Dissolution for Non-Payment. Consultant may dissolve this Agreement upon [____] days' written notice if Client fails to pay any undisputed amount when due and such failure continues for [____] days after written notice (consistent with La. C.C. art. 2013).

3.6 Effects of Dissolution. Upon dissolution or expiration:

(a) Consultant shall immediately cease performing the Services;

(b) Consultant shall deliver to Client within [____] days all completed and partially completed Work Product, Client materials, and Confidential Information;

(d) Each Party shall return or destroy the other Party's Confidential Information;

(e) Licenses granted for completed and paid-for Deliverables shall survive;

(f) Articles 1, 5, 6, 8, 9, 10, and 15 shall survive dissolution.

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

ARTICLE 4: COMPENSATION AND PAYMENT OBLIGATIONS

4.1 Fee Structure. Client shall pay Consultant the fees set forth in the applicable Statement of Work (check all that apply):

☐ Fixed Fee: Total fixed fee of $[________________], 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: $[________________]

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

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

☐ Milestone-Based: Payment upon completion and acceptance of milestones per the SOW.

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

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

4.2 Rate Adjustments.

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

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

4.3 Expenses and Reimbursement.

(a) Client shall reimburse Consultant for reasonable, pre-approved expenses including travel, lodging, meals, materials, and third-party fees.

(b) Expense Thresholds:

Up to $[________]: No pre-approval required
Over $[________]: Prior written approval required
Monthly cap: $[________]

4.4 Invoicing.

(a) Consultant shall submit invoices:
☐ 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, date, SOW reference, billing period, description of Services, hours, rates, expenses, total amount due, and payment instructions.

(c) Invoices 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 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 La. C.C. art. 2924, any amounts not paid when due shall bear interest at the rate of:

☐ The Louisiana legal interest rate as published annually by the Commissioner of Financial Institutions (currently [____]% per annum — verify current rate at time of execution); or

☐ [____]% per annum as agreed by the Parties (not to exceed the maximum rate permitted by Louisiana law); or

☐ The judicial interest rate as specified in La. R.S. § 13:4202 (verify current rate)

from the due date until paid in full. Pursuant to La. C.C. art. 2000, when the object of the performance is a sum of money, damages for delay in performance are measured by the interest on that sum from the time it is due, at the rate agreed by the parties or, in the absence of agreement, at the rate of legal interest.

4.7 Disputed Invoices.

(a) Client shall notify Consultant in writing within [____] days of receipt;

(b) Client shall pay all undisputed amounts on time;

4.8 Taxes.

(a) Consultant shall be solely responsible for all taxes arising from compensation under this Agreement.

(b) Client shall not withhold taxes.

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

(e) Unless otherwise specified, all fees are exclusive of Louisiana state and local sales and use taxes. If applicable, Client shall pay such taxes or provide a valid exemption certificate.

4.9 Records and Audit.

(a) Consultant shall maintain records for [____] years following dissolution.

(b) Upon reasonable notice, Client may audit Consultant's records.

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

ARTICLE 5: CONFIDENTIALITY AND TRADE SECRETS

5.1 Obligations of Confidentiality. Each Party (as "Receiving Party") obliges itself to:

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

(b) Not disclose any Confidential Information to third parties without prior written consent;

(d) Not copy or reproduce Confidential Information except as reasonably necessary;

(e) Take all reasonable precautions to prevent unauthorized disclosure.

5.2 Protective Measures. The Receiving Party shall protect Confidential Information using at least reasonable care, shall limit access to those with a legitimate need to know, and shall ensure all such persons are bound by appropriate confidentiality obligations.

5.3 Exclusions. Confidentiality obligations shall not apply to information that:

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

(b) Was in the Receiving Party's possession prior to disclosure;

(d) Is independently developed without reference to the Disclosing Party's information; or

(e) Is approved for release in writing by the Disclosing Party.

5.4 Required Disclosure. If compelled by law, the Receiving Party shall provide prompt notice, cooperate in seeking a protective order, and disclose only the minimum required.

5.5 Trade Secrets Under Louisiana Law (LUTSA). The Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined under the Louisiana Uniform Trade Secrets Act (LUTSA), La. R.S. § 51:1431 et seq. With respect to such trade secrets:

(a) The confidentiality obligations shall continue for as long as such information remains a trade secret under Louisiana law;

(b) Under La. R.S. § 51:1431(4), 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 and is the subject of reasonable efforts to maintain its secrecy;

(c) La. R.S. § 51:1432 provides for injunctive relief for actual or threatened misappropriation. An injunction shall be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period to eliminate commercial advantage;

(d) La. R.S. § 51:1433 provides for damages, including actual loss and unjust enrichment. In lieu of damages measured by other methods, the court may impose liability for a reasonable royalty. If willful and malicious misappropriation exists, the court may award exemplary damages not exceeding twice the actual damages;

(e) La. R.S. § 51:1434 allows for attorney's fees to be awarded if a claim of misappropriation is made in bad faith or if willful and malicious misappropriation exists;

(f) The prescriptive period (statute of limitations) for misappropriation claims is three (3) years under La. R.S. § 51:1436.

5.6 Return or Destruction. Upon dissolution or upon request, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing.

5.7 Injunctive Relief. The Parties acknowledge that breach may cause irreparable harm and the non-breaching Party may seek injunctive relief without demonstrating actual damages, consistent with La. C.C.P. art. 3601 et seq.

5.8 Duration. Except for trade secrets, confidentiality obligations shall survive for [____] years after dissolution.

ARTICLE 6: INTELLECTUAL PROPERTY AND WORK PRODUCT

6.1 Ownership of Work Product. All Work Product shall be the sole and exclusive property of Client. Consultant hereby irrevocably cedes, transfers, and assigns (consistent with Louisiana law on transfer of rights, La. C.C. art. 2642 et seq.) all right, title, and interest in all Work Product worldwide, including all Intellectual Property Rights therein.

6.2 Work Made for Hire. To the extent any Work Product constitutes a "work made for hire" under 17 U.S.C. § 101 et seq., Client shall be the author and owner. To the extent it does not so qualify, Consultant assigns all copyrights to Client.

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

6.4 Further Assurances. Consultant shall execute documents, cooperate in prosecution of patents and copyrights, assist in legal proceedings, and grants Client an irrevocable power of attorney (procuration) for these purposes pursuant to La. C.C. art. 2989 et seq.

6.5 Pre-Existing Materials.

(a) Consultant retains all rights in Pre-Existing Materials (listed in Exhibit B, if applicable).

(b) Consultant grants Client a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use Pre-Existing Materials incorporated into the Deliverables.

6.6 Third-Party Materials. Consultant shall not incorporate third-party materials without Client's prior written consent.

6.7 Moral Rights. To the extent permitted by law, Consultant waives moral rights in the Work Product.

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

6.9 Residual Knowledge. Consultant may use general skills and experience retained in unaided memory, but this does not constitute a license to Client's Confidential Information or IP.

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 creates a partnership, joint venture, agency, franchise, or employer-employee relationship. Consultant is not an employee, agent, mandatary, or legal representative of Client. This engagement is a "letting out of labor or industry" (louage d'ouvrage et d'industrie) as recognized under Louisiana civil law, not an employment contract (louage de services).

7.2 Control and Discretion. Consistent with the Louisiana Civil Code distinction between an employee (whose work is performed under the direction and control of the employer) and an independent contractor (who undertakes to perform a physical task or intellectual effort according to his own means and methods), Consultant shall have sole control over the manner, means, and methods of performing the Services, including time, place, sequence, tools, equipment, and personnel.

7.3 Louisiana Independent Contractor Classification. Under Louisiana law, the distinction between an employee and an independent contractor turns on the degree of control exercised by the principal over the work. The Parties stipulate and acknowledge the following factors demonstrating independent contractor status:

(a) Control over Manner and Means: Client does not control the manner in which Consultant performs the Services. Client specifies only the desired results and outcomes;

(b) Consultant's Own Business: Consultant maintains an independently established business, advertises its services, and provides services to multiple clients;

(d) Method of Payment: Consultant is paid upon submission of invoices for completed work, not through wages or salary;

(e) Right to Hire Assistants: Consultant has the right to hire its own employees or subcontractors;

(f) No Integration into Client's Business: The Services are not integrated into Client's regular business operations;

(g) Skill and Expertise: Consultant's specialized knowledge and skill are the primary reasons for the engagement;

(h) Duration: The engagement is for a defined term and specific project, not indefinite.

7.4 Louisiana Employment Security Law (La. R.S. § 23:1472 et seq.). For purposes of unemployment insurance, Louisiana applies the ABC test under La. R.S. § 23:1472(12)(E). Services performed by an individual for wages shall be deemed "employment" unless the employer demonstrates:

(a) The individual is free from control or direction over the performance of the services, both under the contract and in fact;

(b) The service is either outside the usual course of the business for which the service is performed, or is performed outside all places of business of the enterprise; and

The Parties stipulate that all three conditions are satisfied under this Agreement.

7.5 No Employee Benefits. Consultant shall not be entitled to any employee benefits from Client.

7.6 Taxes and Withholding. Client shall not withhold taxes. Consultant is solely responsible for all taxes. Consultant shall indemnify Client from any tax liability arising from misclassification.

7.7 No Authority to Bind. Consultant has no authority (mandat) to bind Client without prior written consent.

7.8 Consultant's Business Expenses. Consultant bears all its own business expenses except for approved reimbursements under Section 4.3.

ARTICLE 8: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each Party represents and warrants that:

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

(b) It has full power and authority to enter into this Agreement;

(d) This Agreement constitutes a valid and binding obligation;

(e) Performance will not violate any applicable law or existing agreement;

(f) There is no pending or threatened litigation affecting performance.

8.2 Consultant's Representations. Consultant represents and warrants that:

(a) Consultant possesses necessary qualifications, skills, and licenses;

(b) Services will be performed in a professional manner in compliance with all laws;

(d) Consultant has not granted conflicting rights;

(e) Consultant holds all required Louisiana licenses and permits;

(f) No conflicts with third-party obligations;

(g) All personnel are legally authorized to work in the United States;

(h) Software delivered will be free from malicious code;

(i) For [____] days following acceptance, Deliverables will conform to specifications. Consultant shall correct non-conformities at no additional cost.

8.3 Client's Representations. Client represents it has authority to grant access, will provide accurate information, and owns or has the right to use all Client Materials.

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. PURSUANT TO LA. C.C. ART. 2548, THE CONSULTANT DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL ACHIEVE ANY PARTICULAR RESULT UNLESS SUCH RESULT IS EXPRESSLY STIPULATED IN THE STATEMENT OF WORK.

ARTICLE 9: INDEMNIFICATION

9.1 Indemnification by Consultant. Consultant shall indemnify, defend, and hold harmless Client Indemnitees from all Losses arising from:

(a) Breach of Consultant's representations, warranties, or obligations;

(b) Negligent, reckless, or intentionally wrongful acts of Consultant;

(d) Failure to comply with applicable laws;

(e) Claims relating to Consultant's independent contractor classification;

(f) Personal injury or property damage caused by Consultant;

(g) Breach of confidentiality.

9.2 Indemnification by Client. Client shall indemnify, defend, and hold harmless Consultant Indemnitees from all Losses arising from:

(a) Breach of Client's representations, warranties, or obligations;

(b) Negligent, reckless, or intentionally wrongful acts of Client;

(d) Unauthorized use of Work Product.

9.3 Indemnification Procedures. The Indemnified Party shall provide prompt notice, allow the Indemnifying Party to control the defense, cooperate, and not settle without consent.

9.4 Louisiana Solidary Obligation. The Parties acknowledge that indemnification obligations under this Article 9 may give rise to solidary obligations (La. C.C. art. 1794 et seq.) in certain circumstances. Each Party's indemnification obligation shall be several and not solidary except as required by law.

9.5 IP Infringement Remedies. If any Deliverable is subject to an infringement claim, Consultant shall: (a) procure the right to continue use; (b) replace with a non-infringing equivalent; or (c) modify to be non-infringing. If none is commercially reasonable, Client may dissolve this Agreement and receive a refund.

ARTICLE 10: LIMITATION OF LIABILITY

10.1 Limitation on Consequential Damages. EXCEPT FOR BREACHES OF ARTICLES 5 (CONFIDENTIALITY) AND 6 (INTELLECTUAL PROPERTY), CLAIMS UNDER ARTICLE 9 (INDEMNIFICATION), IP INFRINGEMENT, AND FRAUD, GROSS NEGLIGENCE, OR INTENTIONAL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES. THIS STIPULATION IS MADE PURSUANT TO THE PARTIES' FREEDOM OF CONTRACT UNDER LA. C.C. ART. 2046.

10.2 Cap on Liability. Subject to the same exceptions, total liability shall not exceed:

☐ Option A: Total fees paid during the twelve (12) months preceding the event; or

☐ Option B: Total fees under the applicable SOW; or

☐ Option C: $[________________]; or

☐ Option D: [____] times the fees under the applicable SOW.

10.3 Minimum Liability Floor. Each Party's liability shall not be limited below $[________________].

10.4 Application. These limitations apply regardless of legal theory. Pursuant to La. C.C. art. 2004, a clause that excludes or limits liability for intentional or gross fault shall be null and of no effect. The limitations in this Article do not limit liability for fraud or intentional fault.

10.5 Essential Basis of Bargain. THE PARTIES STIPULATE THAT THESE LIMITATIONS REFLECT A FAIR ALLOCATION OF RISK AND ARE AN ESSENTIAL CAUSE OF THIS AGREEMENT UNDER LA. C.C. ART. 1966.

ARTICLE 11: INSURANCE REQUIREMENTS

11.1 Insurance Coverage. Throughout the term, Consultant shall maintain at its sole expense the following coverages from insurers authorized to do business in Louisiana with an A.M. Best rating of A- or better:

(a) Commercial General Liability:

Per Occurrence: Not less than $[________________]
General Aggregate: Not less than $[________________]

(b) Professional Liability (Errors and Omissions):

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

As required by Louisiana law (La. R.S. § 23:1021 et seq.) if Consultant has employees
Employers' Liability: Not less than $[________________] per accident

(d) Business Automobile Liability (if applicable):

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

(e) Cyber Liability (if applicable):

Per Claim: Not less than $[________________]

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

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

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

11.5 Certificates. Upon request, Consultant shall provide certificates and [____] days' advance notice of cancellation or material change.

11.6 No Limitation. Insurance requirements do not limit Consultant's liability.

ARTICLE 12: RESTRICTIVE COVENANTS

12.1 Applicability. This Article 12 applies only if checked:

☐ Restrictive Covenants Apply

12.2 Non-Solicitation of Employees. During the term and for a period of [________________] (not to exceed two years) following the later of dissolution or completion of the last SOW, Consultant shall not solicit, recruit, hire, or induce any employee of Client with whom Consultant had material contact.

12.3 Non-Solicitation of Clients/Customers. During the term and for a period of [________________] (not to exceed two years), Consultant shall not solicit any customer or business partner of Client with whom Consultant had material contact, for the purpose of providing competitive services, within the following parishes and/or municipalities: [________________________________].

12.4 Non-Competition. During the term and for a period not exceeding two (2) years from the date of the last work performed under this Agreement, Consultant shall not carry on or engage in a business similar to Client's business within the following parishes and/or municipalities of the State of Louisiana:

☐ [________________________________] Parish
☐ [________________________________] Parish
☐ [________________________________] Parish
☐ [________________________________] Municipality
☐ Other: [________________________________]

The prohibited competitive activities are as follows: [________________________________].

12.5 Louisiana Non-Compete Enforceability (La. R.S. § 23:921).

(a) General Prohibition: Louisiana law generally prohibits any agreement restraining a person from exercising a lawful profession, trade, or business. La. R.S. § 23:921(A)(1) provides that "every contract or agreement, or provision thereof, by which anyone is restrained from exercising a lawful profession, trade, or business of any kind" is null and void, except as provided in the statutory exceptions.

(b) Independent Contractor Exception: Pursuant to La. R.S. § 23:921(D), an independent contractor whose work is performed pursuant to a written contract may enter into an agreement to refrain from carrying on or engaging in a business similar to the business of the person with whom the independent contractor has contracted, on the same basis as if the independent contractor were an employee, for a period not to exceed two (2) years from the date of the last work performed under the written contract.

(c) Parish/Municipality Requirement: Louisiana courts strictly construe non-compete agreements and generally require that the agreement specify, by name, the parish or parishes, municipality or municipalities, or parts thereof in which the restriction applies. Failure to specify the geographic scope by naming specific parishes or municipalities may render the non-compete unenforceable.

(d) Maximum Duration: Non-compete agreements may not exceed two (2) years in duration, measured from the date of the last work performed under the written contract.

(e) Narrow Construction: Louisiana courts narrowly construe non-compete agreements in favor of the restricted party. The agreement must clearly and specifically define the type of business or activity prohibited.

(f) No Blue Pencil / Reformation: Unlike many other states, Louisiana courts generally do not reform or "blue pencil" overbroad non-compete agreements. If the agreement is overbroad or fails to comply with La. R.S. § 23:921, it may be held null and void in its entirety.

(g) Injunctive Relief: Pursuant to La. R.S. § 23:921(H), if a non-compete agreement is valid, the employer/principal is entitled to injunctive relief to enforce the agreement upon demonstration of irreparable harm.

12.6 Acknowledgments. Consultant acknowledges that the non-compete and non-solicitation stipulations identify specific parishes/municipalities, do not exceed two years in duration, and are narrowly tailored to protect Client's legitimate business interests.

12.7 Tolling. If Consultant violates any restrictive covenant, the duration shall be extended by the period of violation, to the extent permitted by Louisiana law.

ARTICLE 13: DATA PROTECTION AND PRIVACY

13.1 Data Protection Obligations. If Consultant receives personal information in connection with the Services, Consultant shall:

(a) Comply with all applicable privacy and data protection laws;

(b) Implement and maintain reasonable security procedures and practices appropriate to the nature of the information, as required by La. R.S. § 51:3074;

(d) Not disclose personal information without Client's consent;

(e) Promptly notify Client of any data breach.

13.2 Louisiana Data Breach Notification (La. R.S. § 51:3071 et seq.).

(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 data involving personal information of Louisiana residents;

(b) Under La. R.S. § 51:3073(4), "personal information" includes a Louisiana resident's first name or first initial and last name in combination with one or more of: Social Security number, driver's license number, account number, or passport number;

(c) Notification to affected Louisiana residents must be made in the most expedient time possible and without unreasonable delay, and in no event later than sixty (60) days from discovery of the breach (La. R.S. § 51:3074(A));

(d) If more than 1,000 Louisiana residents must be notified, the entity must also notify consumer reporting agencies;

(e) The Louisiana Attorney General must be notified if more than 500 Louisiana residents are affected;

(f) Notification may be by written notice, electronic notice, or substitute notice;

(g) Consultant shall cooperate with Client in fulfilling all notification obligations.

13.3 Data Security. Consultant shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information to protect personal information from unauthorized access, destruction, use, modification, or disclosure, as required by La. R.S. § 51:3074.

13.4 Data Return and Destruction. Upon dissolution, Consultant shall return or securely destroy all personal information and certify in writing.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Informal Resolution. The Parties shall first attempt to resolve disputes through good faith negotiation. If unresolved within thirty (30) days, either Party may proceed with formal dispute resolution.

14.2 Formal Dispute Resolution. (Select one)

☐ Option A: Litigation. Disputes may be submitted to the courts specified in Section 15.2.

☐ Option B: Mediation Then Litigation. Mediation administered by [________________________________] in [________________], Louisiana. Costs shared equally. If unresolved within [____] days, either Party may proceed to litigation.

☐ Option C: Binding Arbitration. Arbitration administered by [________________________________] in [________________], Louisiana. Single arbitrator for disputes under $[________________]; three arbitrators otherwise. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction. The Parties acknowledge that Louisiana courts recognize and enforce arbitration agreements under La. R.S. § 9:4201 et seq. (Louisiana Binding Arbitration Law).

☐ Option D: Mediation Then Arbitration.

14.3 Injunctive Relief. Either Party may seek injunctive relief pursuant to La. C.C.P. art. 3601 et seq. without first engaging in informal dispute resolution.

14.4 Continued Performance. During dispute resolution, the Parties shall continue performing to the extent practicable.

14.5 Attorney's Fees. The prevailing Party shall be entitled to recover reasonable attorney's fees and costs.

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 Louisiana, including the Louisiana Civil Code, the Louisiana Code of Civil Procedure, and applicable Louisiana revised statutes, without regard to conflict of laws principles (La. C.C. art. 3537 et seq.) that would require application of the laws of another jurisdiction. The Parties expressly acknowledge that Louisiana is a civil law jurisdiction and that common law principles shall not be applied to the interpretation of this Agreement except where consistent with Louisiana civil law.

15.2 Jurisdiction and Venue. Any action shall be brought exclusively in the state courts located in [________________] Parish, Louisiana, or the United States District Court for the [________________] District of Louisiana. Each Party:

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

(b) Waives any objection to venue (exception of improper venue under La. C.C.P. art. 44);

15.3 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LOUISIANA LAW. NOTE: LOUISIANA CONSTITUTIONAL LAW (LA. CONST. ART. I, § 17) PROVIDES A RIGHT TO JURY TRIAL IN CIVIL CASES WHERE THE AMOUNT IN CONTROVERSY EXCEEDS THE STATUTORY MINIMUM. THE ENFORCEABILITY OF THIS WAIVER MAY BE SUBJECT TO LOUISIANA CONSTITUTIONAL REQUIREMENTS.

15.4 Entire Agreement. This Agreement, including all Exhibits, SOWs, and Change Orders, constitutes the entire agreement and supersedes all prior agreements. Pursuant to La. C.C. art. 1848, parol evidence shall not be admissible to contradict or vary the terms of this written Agreement.

15.5 Amendment. This Agreement may be amended only by written instrument signed by both Parties (La. C.C. art. 1945).

15.6 Waiver. No waiver shall be effective unless in writing. No failure to exercise any right shall constitute a waiver. Pursuant to La. C.C. art. 1884, a renunciation of a right must be express and in writing.

15.7 Severability. If any stipulation is held null or unenforceable under Louisiana law, such stipulation shall be severed. The invalidity of any stipulation shall not affect the remaining stipulations. NOTE: Unlike many common law states, Louisiana courts generally do not reform overbroad non-compete provisions; they may be held null in their entirety (see Article 12).

15.8 Assignment (Cession of Rights).

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

(b) Client may assign to an Affiliate, successor, or purchaser of substantially all assets.

15.9 Notices. All notices shall be in writing and deemed given when delivered personally, by confirmed email, one (1) Business Day after overnight courier, or three (3) Business Days after certified mail.

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

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

15.10 Force Majeure (Fortuitous Event). Pursuant to La. C.C. art. 1873 (obligor not liable for failure caused by fortuitous event), neither Party shall be liable for failure to perform (other than payment obligations) due to circumstances beyond its reasonable control, including but not limited to acts of God, hurricanes, floods, earthquakes, war, terrorism, civil unrest, epidemics, pandemics, governmental actions, labor disputes, or failures of third-party infrastructure. If a fortuitous event continues for more than [____] days, either Party may dissolve this Agreement.

15.11 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts. Pursuant to the Louisiana Uniform Electronic Transactions Act, La. R.S. § 9:2601 et seq., electronic signatures have the same legal effect as original signatures.

15.12 Headings. Headings are for convenience only and shall not affect interpretation.

15.13 Construction / Interpretation. Pursuant to La. C.C. art. 2045 et seq.:

(a) The common intent of the Parties shall prevail (La. C.C. art. 2045);

(b) Words of a contract must be given their generally prevailing meaning (La. C.C. art. 2047);

(c) A doubtful provision must be interpreted in light of the nature of the contract, equity, usages, and other provisions (La. C.C. art. 2048);

(d) A provision susceptible of different meanings must be interpreted with a meaning that renders it effective (La. C.C. art. 2049);

(e) Each provision must be interpreted in light of the other provisions so that each is given the meaning suggested by the contract as a whole (La. C.C. art. 2050);

(f) In case of doubt that cannot be otherwise resolved, a contract shall be interpreted against the obligee (La. C.C. art. 2056) — however, the Parties intend this Agreement to be construed neutrally.

15.14 Publicity. Neither Party shall issue press releases regarding this Agreement without prior written consent.

15.15 Third-Party Beneficiaries (Stipulation Pour Autrui). This Agreement does not create a stipulation pour autrui (La. C.C. art. 1978) in favor of any third party unless expressly stated.

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

15.17 Prescription (Statute of Limitations). The Parties acknowledge that Louisiana applies prescriptive periods rather than statutes of limitations. The prescriptive period for contractual claims is generally ten (10) years under La. C.C. art. 3499 (personal action), while tort claims prescribe in one (1) year under La. C.C. art. 3492.

15.18 Anti-Corruption. Each Party warrants compliance with the FCPA and applicable anti-corruption laws.

ARTICLE 16: LOUISIANA-SPECIFIC PROVISIONS

16.1 Civil Law Jurisdiction.

(a) Louisiana is the only civil law jurisdiction in the United States. This Agreement is governed by the Louisiana Civil Code and other Louisiana laws, not by common law principles.

(b) The Louisiana Civil Code governs the formation (La. C.C. art. 1906 et seq.), interpretation (La. C.C. art. 2045 et seq.), and effects (La. C.C. art. 1983 et seq.) of this Agreement.

Cause vs. Consideration: Louisiana contracts require lawful cause (La. C.C. art. 1966), not common law consideration. The mutual obligations and stipulations herein constitute the cause for this Agreement.
Good Faith: Louisiana imposes an obligation of good faith in the performance and enforcement of all obligations (La. C.C. art. 1983).
Prescription vs. Statute of Limitations: Louisiana uses prescription (La. C.C. art. 3447 et seq.) rather than statutes of limitations.
Dissolution vs. Termination: Under Louisiana civil law, contracts are "dissolved" rather than "terminated" upon breach (La. C.C. art. 2013).
Obligations vs. Duties: The civil law framework speaks of "obligations" (La. C.C. art. 1756 et seq.) rather than common law "duties."

16.2 Independent Contractor Classification Under Louisiana Law.

(a) Louisiana distinguishes between employees and independent contractors based on the degree of control exercised by the principal. An independent contractor is one who performs work according to his own methods and without being subject to the control and direction of the principal, except as to the result of the work (La. C.C. art. 2756).

(b) For workers' compensation purposes under La. R.S. § 23:1021 et seq., the test examines whether the principal has the right to control the manner in which the work is performed.

(d) Misclassification may result in liability for unpaid employment taxes, workers' compensation premiums, unemployment insurance contributions, and penalties.

16.3 Non-Compete Enforceability Under Louisiana Law.

(a) La. R.S. § 23:921 strictly regulates non-compete agreements. All non-compete agreements are presumed void unless they fall within one of the statutory exceptions.

(b) For independent contractors (La. R.S. § 23:921(D)), the non-compete must: be in writing, specify the parish(es), municipality(ies), or parts thereof where the restriction applies, not exceed two (2) years from the date of the last work performed, and clearly describe the type of business prohibited.

(c) Louisiana courts do not reform or "blue pencil" overbroad non-compete agreements. If the agreement fails to comply with La. R.S. § 23:921 in any respect, it may be held null and void in its entirety.

(d) The burden of proof is on the party seeking to enforce the non-compete to demonstrate that it complies with all requirements of La. R.S. § 23:921.

16.4 Louisiana Uniform Trade Secrets Act (LUTSA).

(a) La. R.S. § 51:1431 et seq. protects trade secrets and provides remedies for misappropriation.

(b) A trade secret must derive independent economic value from not being generally known and be subject to reasonable secrecy measures.

(c) Available remedies include injunctive relief (La. R.S. § 51:1432), actual damages and unjust enrichment (La. R.S. § 51:1433), exemplary damages up to twice actual damages for willful/malicious misappropriation, and attorney's fees (La. R.S. § 51:1434).

(d) The prescriptive period for misappropriation claims is three (3) years (La. R.S. § 51:1436).

16.5 Louisiana Data Breach Notification.

(a) La. R.S. § 51:3071 et seq. (Database Security Breach Notification Law) requires notification within sixty (60) days of discovery of a breach.

(b) Entities must implement and maintain reasonable security procedures appropriate to the nature of the information.

(c) If more than 1,000 residents are affected, consumer reporting agencies must be notified. If more than 500, the Attorney General must be notified.

(d) Personal information includes name combined with SSN, driver's license number, financial account number, or passport number.

16.6 Louisiana Interest Rate Provisions.

(a) La. C.C. art. 2924 provides that the rate of legal interest in Louisiana is as fixed by La. R.S. § 9:3500, which authorizes the Commissioner of Financial Institutions to publish the rate annually.

(b) La. R.S. § 13:4202 sets the judicial interest rate, which applies from the date of judicial demand until paid.

(c) Parties to a contract may stipulate a conventional interest rate, provided it does not exceed the maximum permitted by law. Louisiana generally does not impose a usury cap on commercial transactions between businesses.

(d) La. C.C. art. 2000 provides that when the object of performance is a sum of money, damages for delay are measured by the interest on that sum from the time it is due.

16.7 Louisiana Electronic Signatures. The Louisiana Uniform Electronic Transactions Act, La. R.S. § 9:2601 et seq., gives electronic signatures the same legal effect as original ink signatures when both parties agree to conduct business electronically.

16.8 Louisiana Unfair Trade Practices Act. The Parties acknowledge that the Louisiana Unfair Trade Practices and Consumer Protection Law (La. R.S. § 51:1401 et seq.) may apply to certain conduct arising from or related to this Agreement, and each Party agrees not to engage in unfair methods of competition or unfair or deceptive acts or practices in connection with this Agreement.

ARTICLE 17: SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Consulting Services Agreement as of the Effective Date first written above.

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 LOUISIANA
PARISH 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 who 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.

IN FAITH WHEREOF, I have hereunto signed my name and affixed my seal of office.

[________________________________]
Notary Public, State of Louisiana
Bar Roll No./Notary ID: [________________________________]
My Commission: ☐ Lifetime (Attorney-Notary) ☐ Expires: [__/__/____]

[NOTARIAL SEAL]

NOTE: In Louisiana, attorneys admitted to the bar are automatically commissioned as notaries public for life. Non-attorney notaries have limited commissions.

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: [________________________________]

Capitalized terms used but not defined herein have the meanings 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

☐ Fixed Fee: $[________________]

[____]% upon execution
[____]% upon Milestone [____]
[____]% upon final acceptance

☐ Time and Materials:

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

Not-to-Exceed: $[________________]

☐ Monthly Retainer: $[________] for [____] hours; additional at $[________]/hour.

Expense Budget: $[________________]

Total SOW Value: $[________________]

6. CLIENT RESPONSIBILITIES

☐ Primary Contact: [________________________________]
☐ Systems/Data Access: [________________________________]
☐ Timely Approvals: Response time: [____] Business Days

7. KEY PERSONNEL

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

8. ACCEPTANCE CRITERIA

☐ Conform to SOW specifications
☐ Free from material defects
☐ [________________________________]

Review period: [____] Business Days. Cure period: [____] Business Days.

9. GEOGRAPHIC SCOPE OF NON-COMPETE (IF APPLICABLE)

If Article 12 (Restrictive Covenants) applies, list the specific parishes and/or municipalities within which the non-compete restriction applies (required under La. R.S. § 23:921):

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
☐ Party information accurate and complete
☐ Effective Date inserted

Term and Dissolution (Article 3):
☐ Initial Term specified
☐ Renewal option selected
☐ Notice and cure periods specified

Compensation (Article 4):
☐ Fee structure selected and rates specified
☐ Invoice frequency selected
☐ Payment terms specified
☐ Late payment interest rate selected (verify current Louisiana legal interest rate)

Confidentiality (Article 5):
☐ Duration specified

Warranties (Article 8):
☐ Warranty Period specified

Liability (Article 10):
☐ Liability cap selected
☐ Confirmed no exclusion for intentional or gross fault (La. C.C. art. 2004)

Insurance (Article 11):
☐ Coverage amounts specified

Restrictive Covenants (Article 12):
☐ Determined applicability
☐ If applicable: specific parishes/municipalities listed by name (REQUIRED under La. R.S. § 23:921)
☐ Duration does not exceed two (2) years from last work performed
☐ Competitive activities narrowly and specifically described
☐ Louisiana counsel confirmed compliance with La. R.S. § 23:921

Dispute Resolution (Article 14):
☐ Option selected
☐ Parish for venue specified

Louisiana-Specific (Article 16):
☐ Civil law framework acknowledged
☐ Independent contractor factors documented
☐ Non-compete parish requirement satisfied
☐ Interest rate verified against current Louisiana legal rate

Final Review:
☐ Reviewed by Louisiana-licensed legal counsel
☐ Both Parties have executed copies
☐ IRS Form W-9 provided
☐ Insurance certificates provided (if applicable)

This template is intended for use under the laws of the State of Louisiana, a civil law jurisdiction. The Louisiana Civil Code, rather than common law, governs this Agreement. 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 a qualified Louisiana-licensed attorney 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