Consulting Services Agreement

CONSULTING SERVICES AGREEMENT

State of Maryland

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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: [________________________________]
Maryland 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."

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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; and

WHEREAS, Consultant desires to provide such services upon the terms and conditions herein; 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:

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ARTICLE 1: DEFINITIONS

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of voting securities.

1.2 "Business Day" means any day other than a Saturday, Sunday, or a day on which banks in the State of Maryland are authorized or required to close.

1.3 "Change Order" means a written document signed by both Parties modifying the scope, schedule, fees, or other terms of a Statement of Work.

1.4 "Confidential Information" means all non-public information disclosed by either Party relating to its business, products, services, trade secrets, know-how, personnel, customers, finances, or proprietary matters. Confidential Information includes information qualifying as a "trade secret" under the Maryland Uniform Trade Secrets Act (MUTSA), Md. Code, Com. Law § 11-1201 et seq.

1.5 "Deliverables" means all work product, reports, analyses, recommendations, documents, data, software, code, designs, specifications, presentations, inventions, or other materials created by Consultant in connection with the Services.

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

1.7 "Intellectual Property" or "Intellectual Property Rights" means all patents, copyrights, trademarks, service marks, trade names, trade secrets, know-how, inventions, designs, processes, techniques, software, databases, and other IP rights worldwide.

1.8 "Personal Information" means an individual's first name or first initial and last name in combination with one or more of the following data elements when not encrypted, redacted, or otherwise protected: Social Security number, driver's license number, financial account number, individual taxpayer identification number, health information, health insurance information, or a user name or email address in combination with a password or security question and answer (as defined in Md. Code, Com. Law § 14-3501).

1.9 "Pre-Existing Materials" means materials, methodologies, tools, templates, frameworks, software, or other IP owned by Consultant prior to the Effective Date or developed independently.

1.10 "Services" means the consulting and professional services described in Article 2 and the Statement of Work attached as Exhibit A.

1.11 "Statement of Work" or "SOW" means the document attached as Exhibit A, and any subsequent SOWs, describing specific Services, Deliverables, timelines, milestones, acceptance criteria, and fees.

1.12 "Work Product" means all Deliverables, inventions, discoveries, improvements, ideas, designs, works of authorship, documentation, and other work product created by Consultant in connection with the Services.

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ARTICLE 2: SCOPE OF SERVICES

2.1 Engagement. Client engages Consultant to perform the Services in the SOW. Additional SOWs may be executed from time to time, 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 industry standards;

(c) In accordance with SOW specifications, requirements, and timelines;

(d) Using qualified personnel;

(e) In compliance with all applicable federal, state, and local laws, including Maryland law; and

(f) Free from material defects and errors.

2.3 Deliverables. Consultant shall deliver per SOW schedule, format, and acceptance criteria.

2.4 Additional Services. Must be documented in writing and signed by both Parties.

2.5 Consultant Personnel.

(a) Qualified personnel assigned; key personnel changes require Client's consent.

(b) Client may request replacement of unsatisfactory personnel at no additional cost.

(c) Subcontractors permitted with Client's prior written consent; Consultant remains responsible.

2.6 Client Cooperation. Client shall provide reasonable access to personnel, facilities, systems, and information; designate a contact; provide timely decisions; ensure accuracy of information; and perform SOW responsibilities.

2.7 Change Orders. No changes effective unless in a signed Change Order.

2.8 Project Management. Consultant shall provide status reports, prompt notice of issues, and attend project meetings.

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ARTICLE 3: TERM AND TERMINATION

3.1 Term. Commences on the Effective Date and continues for [________________] (the "Initial Term").

☐ No Automatic Renewal.

☐ Automatic Renewal for successive [________________] periods, unless [____] days' written notice.

3.2 SOW Term. Each SOW has its own term.

3.3 Termination for Convenience. Either Party may terminate upon [____] days' written notice. Client pays for Services performed through termination date.

3.4 Termination for Cause. Either Party may terminate immediately if:

(a) Material breach not cured within [____] days;

(b) Incurable material breach;

(c) Insolvency or bankruptcy;

(d) Fraud, gross negligence, or willful misconduct.

3.5 Termination for Non-Payment. Consultant may terminate upon [____] days' written notice for unpaid undisputed amounts.

3.6 Effect of Termination.

(a) Consultant ceases Services and delivers Work Product within [____] days;

(b) Client pays for Services performed;

(c) Confidential Information returned or destroyed;

(d) Licenses for paid-for Deliverables survive;

(e) Articles 1, 5, 6, 8, 9, 10, and 13 survive.

3.7 Transition Assistance. Up to [____] days at Client's expense.

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ARTICLE 4: COMPENSATION AND PAYMENT TERMS

4.1 Fee Structure. (Check all that apply)

☐ Fixed Fee: $[________________], payable: [________________________________].

☐ Hourly Rate:

• Senior Consultant/Principal: $[________]/hour
• Consultant: $[________]/hour
• Associate/Analyst: $[________]/hour
• Administrative: $[________]/hour
• Not-to-Exceed: $[________________]

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

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

☐ Milestone-Based: Per SOW.

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

☐ Blended Rate: $[________]/hour.

4.2 Rate Adjustments. Fixed for Initial Term. Renewal adjustments up to [____]% with [____] days' notice.

4.3 Expenses. Pre-approved expenses reimbursed. Threshold: up to $[________] no approval needed; over $[________] requires approval. Monthly cap: $[________]. Receipts for expenses over $[____].

4.4 Invoicing. Consultant invoices:
☐ Monthly ☐ Bi-weekly ☐ Per milestone ☐ Upon completion ☐ Other: [________]

Invoices to: [________________________________] at [________________________________].

4.5 Payment Terms. Client pays within [____] days of proper invoice.
Payment by: ☐ Check ☐ ACH ☐ Wire ☐ Credit Card ([____]% fee) ☐ Other

4.6 Late Payment Interest. Pursuant to Md. Code, Com. Law § 12-102, any amounts not paid when due shall bear interest at:

☐ Six percent (6%) per annum (Maryland legal interest rate under Md. Code, Com. Law § 12-102); or

☐ [____]% per annum as agreed by the Parties (not to exceed the maximum rate permitted by Maryland law — generally 8% per annum by written agreement under Md. Code, Com. Law § 12-103, but higher rates may apply to business transactions under Md. Code, Com. Law § 12-103(e)); or

☐ One and one-half percent (1.5%) per month (18% per annum, permitted for certain commercial transactions under Md. Code, Com. Law § 12-103(e))

from the due date until paid in full.

4.7 Disputed Invoices. Client gives written notice within [____] days, pays undisputed amounts, and resolves disputes in good faith within thirty (30) days.

4.8 Taxes.

(a) Consultant is solely responsible for all taxes.

(b) Client shall not withhold taxes except as may be required under Md. Code, Tax-Gen. § 7-237 regarding payments to certain independent contractors.

(c) Consultant shall provide IRS Form W-9.

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

(e) All fees are exclusive of Maryland sales tax unless specified.

(f) Maryland Personal Property Tax: Consultant acknowledges that if Consultant maintains business personal property in Maryland (equipment, furniture, supplies, etc.), such property may be subject to the Maryland personal property tax under Md. Code, Tax-Prop. § 7-101 et seq. Consultant shall be solely responsible for filing annual personal property tax returns and paying all applicable personal property taxes.

4.9 Records and Audit. Consultant maintains records for [____] years. Client may audit upon reasonable notice. Overcharges exceeding [____]% reimbursed with audit costs.

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ARTICLE 5: CONFIDENTIALITY AND TRADE SECRETS

5.1 Obligations. Each Party shall hold Confidential Information in strict confidence, not disclose without written consent, not use except for this Agreement, and take reasonable protective measures.

5.2 Protective Measures. Use at least reasonable care, limit access to those with need to know, bind all such persons by written confidentiality obligations.

5.3 Exclusions. Standard exclusions: publicly available, prior possession, third-party source, independently developed, authorized release.

5.4 Required Disclosure. Notice, cooperation, and minimum disclosure.

5.5 Maryland Uniform Trade Secrets Act (MUTSA). Pursuant to Md. Code, Com. Law § 11-1201 et seq.:

(a) 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 to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (Md. Code, Com. Law § 11-1201(e));

(b) "Misappropriation" includes acquisition by improper means, disclosure without consent, and use in breach of a duty of confidentiality (Md. Code, Com. Law § 11-1201(c));

(c) Remedies include injunctive relief (Md. Code, Com. Law § 11-1202), actual damages, unjust enrichment, and reasonable royalties (Md. Code, Com. Law § 11-1203);

(d) If willful and malicious misappropriation exists, the court may award exemplary damages not exceeding twice the actual damages (Md. Code, Com. Law § 11-1203(b));

(e) Attorney's fees may be awarded for bad faith claims or willful and malicious misappropriation (Md. Code, Com. Law § 11-1204);

(f) The statute of limitations is three (3) years from the date of discovery (Md. Code, Com. Law § 11-1205);

(g) MUTSA does not preempt contractual remedies or other civil remedies not based upon misappropriation (Md. Code, Com. Law § 11-1206).

5.6 Return or Destruction. Upon termination, return or destroy all Confidential Information and certify in writing.

5.7 Injunctive Relief. Breach may cause irreparable harm; equitable remedies available.

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

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ARTICLE 6: INTELLECTUAL PROPERTY AND WORK PRODUCT

6.1 Ownership. All Work Product is Client's sole property. Consultant irrevocably assigns all right, title, and interest worldwide.

6.2 Work Made for Hire. To the extent qualifying as "work made for hire" under 17 U.S.C. § 101, Client is author and owner. Otherwise, Consultant assigns copyrights.

6.3 Inventions. Consultant assigns all inventions conceived in connection with the Services.

6.4 Further Assurances. Consultant shall execute documents, cooperate in IP prosecution, assist in proceedings, and grants Client irrevocable power of attorney.

6.5 Pre-Existing Materials. Consultant retains rights (Exhibit B). Perpetual, irrevocable, royalty-free, worldwide license to Client for Pre-Existing Materials in Deliverables.

6.6 Third-Party Materials. Not incorporated without Client's consent. Consultant identifies, licenses, and indemnifies.

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

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

6.9 Residual Knowledge. General skills and knowledge retained in unaided memory may be used; not a license to Confidential Information or IP.

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ARTICLE 7: INDEPENDENT CONTRACTOR STATUS

7.1 Independent Contractor Relationship. The relationship is that of independent contractor. No partnership, joint venture, agency, or employment relationship is created.

7.2 Control and Discretion. Consultant has sole control over manner, means, and methods of performing the Services. Client specifies only results.

7.3 Maryland Independent Contractor Classification.

(a) Maryland Workplace Fraud Act (Md. Code, Lab. & Emp. § 3-901 et seq.): Maryland applies the ABC test for certain purposes under the Workplace Fraud Act. An individual is presumed to be an employee unless the engaging entity demonstrates:

(i) Prong 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;

(ii) Prong B — Outside Usual Course or Place of Business: The services are performed outside the usual course of the business for which the services are performed, or the services are performed outside all places of business of the enterprise for which the services are performed; and

(iii) Prong C — Independently Established Business: The individual is customarily engaged in an independent business or occupation of the same nature as that involved in the service performed.

(b) Maryland Unemployment Insurance Law: Maryland also applies the ABC test for unemployment insurance purposes under Md. Code, Lab. & Emp. § 8-205.

(c) Common Law Test: For other purposes (e.g., tort liability, tax), Maryland may apply the common law right-to-control test, examining: the extent of control; whether the worker is engaged in a distinct occupation; whether the work is usually done under supervision; the skill required; who supplies the tools; the length of time of employment; the method of payment; and whether the work is part of the employer's regular business.

(d) The Parties stipulate that Consultant satisfies all prongs of the ABC test and all common law factors, as evidenced by:

• Consultant maintains its own business location;
• Consultant provides services to multiple clients;
• Consultant advertises and holds itself out as a business;
• Consultant has its own licenses, insurance, and tax registrations;
• Consultant furnishes its own tools and equipment;
• Consultant controls its own schedule;
• Consultant bears the risk of profit or loss.

(e) Workplace Fraud Act Penalties: Violations of the Workplace Fraud Act may result in fines of up to $5,000 per misclassified worker for first violations and up to $10,000 per worker for subsequent violations, plus debarment from public contracts for up to three years.

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

7.5 Taxes and Withholding.

(a) Client shall not withhold taxes, except that Maryland requires certain payors to withhold Maryland income tax from payments to certain independent contractors under Md. Code, Tax-Gen. § 7-237 unless an exemption applies.

(b) Consultant is responsible for all taxes.

(c) Consultant shall indemnify Client from any tax liability arising from misclassification.

7.6 No Authority to Bind. No authority without prior written consent.

7.7 Business Expenses. Consultant bears all its own business expenses except approved reimbursements.

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ARTICLE 8: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each Party is duly organized, has full authority, has authorized execution, this Agreement is binding, performance will not violate law or other agreements, and no material litigation is pending.

8.2 Consultant's Representations. Consultant: has necessary qualifications and licenses; will perform professionally and in compliance with law; Work Product will be original and non-infringing; has not granted conflicting rights; holds required Maryland licenses; no conflicts with third parties; personnel authorized to work in the U.S.; software free from malicious code; Deliverables will conform to specifications for [____] days post-acceptance.

8.3 Client's Representations. Has authority to grant access, will provide accurate information, owns or has rights to 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.

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ARTICLE 9: INDEMNIFICATION

9.1 Indemnification by Consultant. From all Losses arising from: breach of representations or obligations; negligent or wrongful acts; IP infringement (except Client Materials); non-compliance with laws; misclassification claims; personal injury/property damage; and breach of confidentiality.

9.2 Indemnification by Client. From all Losses arising from: breach of representations or obligations; negligent or wrongful acts; Client Materials infringement; unauthorized use of Work Product.

9.3 Procedures. Prompt notice; Indemnifying Party controls defense; cooperation; no unauthorized settlement.

9.4 IP Infringement Remedies. Consultant shall procure continued use, replace, or modify. If not commercially reasonable, Client may terminate for a refund.

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ARTICLE 10: LIMITATION OF LIABILITY

10.1 Limitation on Consequential Damages. EXCEPT FOR BREACHES OF ARTICLES 5 AND 6, CLAIMS UNDER ARTICLE 9, IP INFRINGEMENT, AND FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

10.2 Cap on Liability. Subject to the same exceptions:

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

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

☐ Option C: $[________________]; or

☐ Option D: [____] times SOW fees.

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

10.4 Application. These limitations apply regardless of legal theory but do not limit liability for death or personal injury, intentional misconduct, fraud, or amounts owed for Services performed.

10.5 Essential Basis of Bargain. THE PARTIES ACKNOWLEDGE THESE LIMITATIONS REFLECT A FAIR RISK ALLOCATION AND ARE AN ESSENTIAL BASIS OF THE BARGAIN.

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ARTICLE 11: INSURANCE REQUIREMENTS

11.1 Insurance Coverage. Consultant shall maintain:

(a) Commercial General Liability:

• Per Occurrence: $[________________]
• General Aggregate: $[________________]

(b) Professional Liability (E&O):

• Per Claim: $[________________]
• Annual Aggregate: $[________________]
• Claims-made tail: [____] years.

(c) Workers' Compensation:

• As required by Maryland law (Md. Code, Lab. & Emp. § 9-101 et seq.) if Consultant has employees
• Employers' Liability: $[________________] per accident

(d) Business Auto Liability (if applicable):

• Combined Single Limit: $[________________]

(e) Cyber Liability (if applicable):

• Per Claim: $[________________]

11.2 Additional Insured. Client named as additional insured on CGL.

11.3 Waiver of Subrogation. Consultant causes waiver.

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

11.5 Certificates. Provided upon request with [____] days' notice of changes.

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ARTICLE 12: RESTRICTIVE COVENANTS

12.1 Applicability. This Article applies only if checked:

☐ Restrictive Covenants Apply

12.2 Non-Solicitation of Employees. During the term and for [________________] following termination, Consultant shall not solicit, recruit, hire, or induce Client's employees with whom Consultant had material contact.

12.3 Non-Solicitation of Clients/Customers. During the term and for [________________] following termination, Consultant shall not solicit Client's customers with whom Consultant had material contact or about whom Consultant received Confidential Information, for competitive purposes.

12.4 Non-Competition. During the term and for [________________] following termination, within [________________________________], Consultant shall not engage in the following competitive activities: [________________________________].

12.5 Maryland Noncompete Enforceability.

(a) Noncompete and Conflict of Interest Clauses Act (Md. Code, Lab. & Emp. § 3-716): Maryland law restricts the enforceability of noncompete and conflict of interest provisions for certain employees. Effective October 1, 2019 (as amended in 2023), a noncompete or conflict of interest provision is void and unenforceable for an employee who earns equal to or less than 150% of the State minimum wage (currently $15.00/hour, making the threshold $22.50/hour or approximately $46,800 annually).

(b) Healthcare Workers (effective July 1, 2025): Noncompete or conflict of interest clauses that restrict healthcare professionals required to be licensed under the Health Occupations Article and who provide direct patient care and earn $350,000 or less are void and unenforceable.

(c) Application to Independent Contractors: The Maryland Noncompete Act applies specifically to "employees." Whether it applies to independent contractors is unsettled. However, if Consultant is reclassified as an employee under the Maryland Workplace Fraud Act or common law, the Act's restrictions may apply. The Parties should consult Maryland counsel regarding applicability.

(d) Reasonableness Standard: For non-compete provisions not subject to the Act's outright prohibition, Maryland courts evaluate enforceability based on whether the restriction: is necessary to protect a legitimate business interest; is reasonable in time, geographic scope, and scope of prohibited activities; and does not impose undue hardship on the restricted party.

(e) Blue Pencil Doctrine: Maryland courts will generally "blue pencil" or reform overbroad restrictive covenants rather than voiding them entirely, provided the reformation does not create a fundamentally different agreement.

(f) Adequate Consideration: For restrictive covenants entered into at the inception of the consulting relationship, the engagement itself typically provides adequate consideration. For restrictive covenants entered into during an existing relationship, additional independent consideration may be required.

12.6 Reasonableness. Consultant acknowledges the restrictive covenants are reasonable and necessary.

12.7 Tolling. Violation extends the restriction period.

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ARTICLE 13: DATA PROTECTION AND PRIVACY

13.1 Data Protection Obligations. If Consultant receives Personal Information, Consultant shall:

(a) Comply with all applicable privacy and data protection laws, including Md. Code, Com. Law § 14-3501 et seq.;

(b) Implement and maintain reasonable security procedures and practices to protect Personal Information;

(c) Not use Personal Information except for the Services;

(d) Not disclose without Client's consent;

(e) Promptly notify Client of any data breach.

13.2 Maryland Data Breach Notification (Md. Code, Com. Law § 14-3504).

(a) Consultant shall notify Client without unreasonable delay, and in no event later than forty-eight (48) hours after discovery, of any breach involving Personal Information of Maryland residents;

(b) A "breach of the security of a system" means the unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of Personal Information maintained by a business (Md. Code, Com. Law § 14-3501(b));

(c) The business shall conduct in good faith a reasonable and prompt investigation to determine the likelihood that Personal Information has been or will be misused;

(d) Notice to affected Maryland residents must be provided as soon as reasonably practicable, but not later than forty-five (45) days after the business discovers or is notified of the breach (Md. Code, Com. Law § 14-3504(b)(3));

(e) Notice must also be provided to the Maryland Attorney General before notifying affected residents (Md. Code, Com. Law § 14-3504(e));

(f) If the breach affects 1,000 or more Maryland residents, the business must also notify consumer reporting agencies;

(g) The notice to residents must include: a description of the categories of information compromised, contact information for the business, toll-free numbers for major credit reporting agencies, contact information for the Attorney General, and a statement that the individual can obtain information about steps to avoid identity theft from the Attorney General and the Federal Trade Commission;

(h) Consultant shall cooperate with Client in fulfilling notification obligations and bear costs attributable to its acts or omissions.

13.3 Maryland Online Privacy. Consultant shall comply with applicable Maryland privacy laws, including the Maryland Online Data Privacy Act if applicable to the Services.

13.4 Data Security. Consultant shall encrypt Personal Information during transmission and at rest, maintain access controls, conduct security assessments, and maintain a written information security program.

13.5 Data Return and Destruction. Upon termination, Consultant shall securely return or destroy all Personal Information and certify in writing.

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ARTICLE 14: DISPUTE RESOLUTION

14.1 Informal Resolution. Good faith negotiation for thirty (30) days before formal proceedings.

14.2 Formal Resolution. (Select one)

☐ Option A: Litigation. Courts specified in Section 15.2.

☐ Option B: Mediation Then Litigation. Mediation in [________________], Maryland, administered by [________________________________]. Costs shared. If unresolved within [____] days, litigation.

☐ Option C: Binding Arbitration. In [________________], Maryland, administered by [________________________________]. Single arbitrator for disputes under $[________________]; three otherwise. Final and binding.

☐ Option D: Mediation Then Arbitration.

14.3 Injunctive Relief. Either Party may seek injunctive relief without first engaging in informal resolution.

14.4 Continued Performance. Parties continue performing during dispute resolution.

14.5 Attorney's Fees. Prevailing Party recovers reasonable attorney's fees and costs.

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ARTICLE 15: GENERAL PROVISIONS

15.1 Governing Law. This Agreement is governed by the laws of the State of Maryland, without regard to conflict of laws principles.

15.2 Jurisdiction and Venue. Any action shall be brought exclusively in the Circuit Court for [________________] County, Maryland, or the United States District Court for the District of Maryland. Each Party submits to exclusive jurisdiction and waives venue objections.

15.3 Waiver of Jury Trial. EACH PARTY WAIVES ANY RIGHT TO JURY TRIAL IN ANY ACTION ARISING OUT OF THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY MARYLAND LAW.

15.4 Entire Agreement. This Agreement and all Exhibits, SOWs, and Change Orders constitute the entire agreement and supersede all prior agreements.

15.5 Amendment. Only by written instrument signed by both Parties.

15.6 Waiver. Only in writing. No failure to exercise any right is a waiver.

15.7 Severability. Invalid provisions modified to the minimum extent or severed. Remaining provisions continue.

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

15.9 Notices. In writing, deemed given upon personal delivery, confirmed email, next 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. Neither Party liable for failure to perform (except payment) due to circumstances beyond reasonable control. If continuing more than [____] days, either Party may terminate.

15.11 Counterparts; Electronic Signatures. Executed in counterparts. Pursuant to the Maryland Uniform Electronic Transactions Act, Md. Code, Com. Law § 21-101 et seq., electronic signatures have the same legal effect as original signatures.

15.12 Headings. For convenience only.

15.13 Construction. No presumption against the drafting Party.

15.14 Third-Party Beneficiaries. None.

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

15.16 Export Compliance. Parties shall comply with all applicable export control laws.

15.17 Anti-Corruption. Parties warrant FCPA and anti-corruption compliance.

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ARTICLE 16: MARYLAND-SPECIFIC PROVISIONS

16.1 Independent Contractor Classification Under Maryland Law.

(a) Maryland Workplace Fraud Act (Md. Code, Lab. & Emp. § 3-901 et seq.): Maryland's Workplace Fraud Act applies to construction and landscaping services and prohibits the knowing misclassification of employees as independent contractors. While the Act specifically targets construction and landscaping, Maryland courts and agencies may apply its principles more broadly.

(b) ABC Test (Unemployment Insurance): For unemployment insurance purposes (Md. Code, Lab. & Emp. § 8-205), Maryland applies the ABC test requiring all three prongs: freedom from control, outside usual course of business, and independently established business.

(c) Common Law Right-to-Control Test: For general purposes (tort liability, tax, etc.), Maryland applies the common law right-to-control test, examining factors including: the power to select and engage the worker; payment of wages; power to discharge; power to control conduct; and whether the work is part of the regular business.

(d) Workplace Fraud Act Penalties: Violations may result in fines of up to $5,000 per misclassified worker (first violation), $10,000 per worker (subsequent violations), and debarment from public contracts for up to three years.

(e) Maryland Tax Withholding (Md. Code, Tax-Gen. § 7-237): Maryland requires certain payors to withhold Maryland income tax from payments to certain independent contractors performing services in Maryland.

16.2 Maryland Noncompete Enforceability.

(a) Income Threshold: Noncompete and conflict of interest provisions are void for employees earning 150% or less of the State minimum wage (currently $22.50/hour or approximately $46,800/year).

(b) Healthcare Worker Restriction (effective July 1, 2025): Noncompetes are void for licensed healthcare workers providing direct patient care who earn $350,000 or less annually.

(c) Reasonableness Standard: For non-prohibited non-competes, Maryland courts apply a reasonableness test considering: the necessity to protect legitimate business interests (trade secrets, customer goodwill, specialized training); reasonableness of time, geography, and scope; and hardship on the restricted party.

(d) Duration: Maryland courts generally consider one to two (1-2) years reasonable, depending on circumstances.

(e) Blue Pencil: Maryland courts may reform overbroad provisions.

(f) Non-Solicitation: Non-solicitation provisions are generally not subject to the Noncompete Act's income threshold restrictions and are enforceable if reasonable.

16.3 Maryland Uniform Trade Secrets Act (MUTSA).

(a) Md. Code, Com. Law § 11-1201 et seq. protects trade secrets and provides remedies for misappropriation.

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

(c) Remedies include injunctive relief (§ 11-1202), actual damages, unjust enrichment, and reasonable royalties (§ 11-1203), exemplary damages up to twice actual damages for willful/malicious misappropriation (§ 11-1203(b)), and attorney's fees (§ 11-1204).

(d) Three-year statute of limitations from discovery (§ 11-1205).

16.4 Maryland Data Breach Notification.

(a) Md. Code, Com. Law § 14-3504 requires notification within forty-five (45) days of discovering a breach of the security of a system involving Personal Information of Maryland residents.

(b) The Maryland Attorney General must be notified before affected residents.

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

(d) Personal Information includes name plus SSN, driver's license number, financial account number, individual taxpayer ID, health information, health insurance information, or username/email with password/security Q&A.

(e) Entities must implement and maintain reasonable security procedures.

16.5 Maryland Interest Rate Provisions.

(a) The legal rate of interest in Maryland is six percent (6%) per annum under Md. Code, Com. Law § 12-102.

(b) Parties to a written contract may agree to a higher rate up to eight percent (8%) per annum under Md. Code, Com. Law § 12-103.

(c) For certain commercial transactions, higher rates may be permitted under Md. Code, Com. Law § 12-103(e), which exempts transactions of $15,000 or more from usury limits when both parties are businesses.

(d) The interest provisions in this Agreement are intended to comply with all applicable Maryland usury limitations.

16.6 Maryland Personal Property Tax.

(a) Maryland imposes a personal property tax on business personal property (equipment, furniture, fixtures, supplies, etc.) under Md. Code, Tax-Prop. § 7-101 et seq.

(b) Businesses that maintain personal property in Maryland must file an annual Personal Property Return (Form 1) with the Maryland State Department of Assessments and Taxation (SDAT) by April 15 each year.

(c) If Consultant maintains business personal property in Maryland in connection with the Services, Consultant shall be solely responsible for filing required returns and paying all applicable personal property taxes.

(d) The personal property tax rate is set by each county and municipality in addition to the state rate.

16.7 Maryland E-Signatures. Pursuant to Md. Code, Com. Law § 21-101 et seq. (Maryland Uniform Electronic Transactions Act), electronic signatures have the same legal effect as original signatures.

16.8 Maryland Prompt Payment of Government Contractors. If Client is a Maryland state agency or instrumentality, the Maryland Prompt Payment Act (Md. Code, State Fin. & Proc. § 15-104) may apply, requiring payment within specified timeframes.

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ARTICLE 17: SIGNATURES

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

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CLIENT:

[________________________________]
(Print Name of Entity)

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

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CONSULTANT:

[________________________________]
(Print Name of Entity or Individual)

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

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OPTIONAL NOTARIZATION

STATE OF MARYLAND
COUNTY/CITY OF [________________]

Before me, the undersigned Notary Public, on this [____] day of [________________], 20[____], personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity.

WITNESS my hand and official seal.

[________________________________]
Notary Public, State of Maryland
My Commission Expires: [__/__/____]

[NOTARY SEAL]

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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 [__/__/____] between:

Client: [________________________________]
Consultant: [________________________________]

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1. PROJECT OVERVIEW

Project Name: [________________________________]

Project Description:
[________________________________]
[________________________________]

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

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2. SCOPE OF SERVICES

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

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

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

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3. DELIVERABLES

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

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4. MILESTONES

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

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

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5. COMPENSATION

☐ Fixed Fee: $[________________]
☐ Time and Materials: NTE: $[________________]
☐ Monthly Retainer: $[________] for [____] hours

Expense Budget: $[________________]
Total SOW Value: $[________________]

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6. KEY PERSONNEL AND RESPONSIBILITIES

Client Contact: [________________________________]
Consultant Lead: [________________________________]
Approval Response Time: [____] Business Days

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7. ACCEPTANCE

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

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8. SOW SIGNATURES

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

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

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EXHIBIT B: PRE-EXISTING MATERIALS

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

☐ No Pre-Existing Materials anticipated.

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EXECUTION CHECKLIST

Agreement Setup:
☐ All bracketed fields completed
☐ Party information verified
☐ Effective Date inserted

Independent Contractor Classification (Article 7 and 16):
☐ ABC test (Workplace Fraud Act) factors reviewed and confirmed
☐ Common law factors reviewed
☐ Tax withholding obligations under Md. Code, Tax-Gen. § 7-237 reviewed
☐ Maryland counsel confirmed classification

Compensation (Article 4):
☐ Fee structure selected
☐ Payment terms specified
☐ Late payment interest rate within Maryland limits (6% default; up to 8% by agreement; higher for commercial transactions over $15,000)
☐ Personal property tax obligations acknowledged

Confidentiality (Article 5):
☐ Duration specified

Data Protection (Article 13):
☐ Data breach procedures documented (45-day notification requirement)
☐ AG notification requirement acknowledged
☐ Written security program in place

Restrictive Covenants (Article 12):
☐ Determined applicability
☐ If applicable: confirmed Consultant's compensation exceeds 150% of minimum wage ($22.50/hour)
☐ Healthcare worker restriction checked (if applicable)
☐ Duration, scope, and geography are reasonable
☐ Maryland counsel confirmed enforceability

Dispute Resolution (Article 14):
☐ Option selected

Maryland-Specific (Article 16):
☐ ABC test and common law factors documented
☐ Noncompete income threshold verified
☐ MUTSA provisions reviewed
☐ Data breach 45-day notification requirement understood
☐ Interest rate within Maryland limits
☐ Personal property tax obligations addressed

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

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This template is intended for use under the laws of the State of Maryland. Maryland has enacted significant noncompete reforms (income threshold restrictions and healthcare worker protections) and requires 45-day data breach notification. All statutory citations were current as of the last updated date and should be verified before execution. This document does not constitute legal advice and must be reviewed by qualified Maryland-licensed counsel before use.