Consulting Services Agreement - Maryland

CONSULTING SERVICES AGREEMENT

State of Maryland

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."

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:

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" has the meaning in Md. Code, Com. Law § 14-3501(e), including the covered combinations of a name with identification, account, health, biometric, or other listed data, and a user name or email address combined with a password or security question and answer permitting access to an email account even without a name. It also includes any additional information the Parties identify as protected in a Statement of Work.

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.

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.

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.

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. Undisputed amounts not paid when due bear simple interest at the selected contractual rate:

☐ Six percent (6%) per annum; or

☐ [____]% per annum as agreed by the Parties

from the due date until paid in full, subject to any lower rate required by applicable law.

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 withhold taxes from payments only when applicable law requires withholding.

(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 assessment and tax under Md. Code, Tax-Prop. § 6-101. Consultant shall be responsible for filing any return applicable to its business form and paying taxes assessed on its property. SDAT uses Form 2 for sole proprietorships and general partnerships that possess business personal property or need a business license; registered entities use Form 1.

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

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(d));

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

(f) A misappropriation action must be brought within three (3) years after discovery or when reasonable diligence should have discovered it (Md. Code, Com. Law § 11-1206);

(g) MUTSA does not preempt contractual remedies or other civil remedies not based upon misappropriation (Md. Code, Com. Law § 11-1207).

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.

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. This Agreement does not waive an author’s rights under 17 U.S.C. § 106A. For a covered work of visual art, obtain a writing signed by the actual author identifying the specific work and covered uses. Attach it as [ATTACHMENT] before relying on a waiver.

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.

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) Workplace Fraud Act scope (Md. Code, Lab. & Empl. § 3-902): That subtitle applies only to construction and landscaping services. Its classification presumption is not a general test for this consulting relationship. If the Services include either covered industry, review the statute separately.

(b) Maryland Unemployment Insurance Law: Md. Code, Lab. & Empl. § 8-205 supplies an unemployment-insurance exclusion test distinct from tax or workers' compensation classification.

(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) Classification facts. The Parties will document actual control, business independence, work location, services, payment, and any other facts relevant under the applicable classification rule. Neither this label nor a stipulation replaces that review.

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

7.5 Taxes and Withholding.

(a) Client shall determine whether any tax withholding applies to these payments under current law and shall withhold only as required.

(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.

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.

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.

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.

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.

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: The 2024 amendment took effect June 1, 2024, but its healthcare restriction applies to employment agreements executed on or after July 1, 2025 (2024 Md. Laws ch. 378, §§ 3-4). 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 classified as an employee under applicable 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: A Maryland court may excise overbroad language only if it is neatly severable from the remaining restriction. The court may not rearrange, supplement, or rewrite an indivisible covenant to make it reasonable.

(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.

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 § 14-3504(a));

(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(h));

(f) A business that maintains affected information it does not own or license must notify the owner or licensee as soon as practicable, and, except for a delay permitted by § 14-3504(d), no later than ten (10) days after discovering or being notified of the breach (Md. Code, Com. Law § 14-3504(c)(1)-(2));

(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.

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.

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.

Separate consent to electronic transactions (Md. Code, Com. Law § 21-104): Client initials [____] Consultant initials [____]

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.

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. Its statutory presumption and penalties do not automatically apply to services outside those industries.

(b) Unemployment Insurance Test: Under Md. Code, Lab. & Empl. § 8-205(a), work under a contract of hire is excluded from covered employment only if the Secretary is satisfied that the worker is free from control and direction in fact and under the contract, customarily has an independent same-nature business or occupation, and performs the work outside the hiring person's usual course of business or outside any of that person's places of 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) Maryland Tax Withholding: Review any withholding obligation that applies to these payments under current tax law. Section 10-906(a) directs employers or payors to withhold income tax required under § 10-908; it does not establish a general withholding duty for every independent contractor payment.

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: For employment agreements executed on or after July 1, 2025, noncompetes are void for licensed healthcare workers providing direct patient care who earn $350,000 or less annually (2024 Md. Laws ch. 378, § 3).

(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: A court may excise neatly severable overbroad language, but may not rewrite an indivisible restriction to make it reasonable.

(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(d)), and attorney's fees (§ 11-1204).

(d) Three-year statute of limitations from discovery or when reasonable diligence should have discovered the misappropriation (§ 11-1206).

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) The Maryland Attorney General must be notified before required individual notice, without a resident-count threshold.

(d) Personal Information is defined in Md. Code, Com. Law § 14-3501(e). Its covered data includes passport and state identification numbers and biometric data; a qualifying user name or email address with account credentials does not also require a person's name. The section separately addresses genetic information and other listed data.

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

16.5 Maryland Interest Rate Provisions. The rate selected in Section 4.6 is a contract term. The Parties shall apply it only to the extent permitted by Maryland law. Md. Code, Com. Law §§ 12-102 and 12-103 address interest on loans and do not themselves set the late-payment rate for consulting invoices.

16.6 Maryland Personal Property Tax.

(a) Maryland subjects property located in the State to assessment and property tax, subject to statutory exceptions, under Md. Code, Tax-Prop. § 6-101. Intangible personal property is excluded by subsection (b).

(b) SDAT's 2026 instructions direct sole proprietorships and general partnerships that possess business personal property or need a business license to file Form 2; registered entities file Form 1. The instructions set April 15, 2026 as the due date for the 2026 Form 2 return.

(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) Maryland has no state personal property tax rate. Applicable rates, if any, are set by the county or municipality where the property is assessed.

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.

Separate consent to electronic transactions (Md. Code, Com. Law § 21-104): Client initials [____] Consultant initials [____]

16.8 Maryland Prompt Payment of Government Contractors. If this is a procurement contract covered by Maryland's State prompt-payment subtitle, Md. Code, State Fin. & Proc. § 15-103 states the State's payment policy: payment within 30 days after payment is due and the unit receives a proper invoice, or 15 days for a small business reserve contract. Section 15-104 separately governs interest on qualifying overdue amounts. The parties shall apply the covered contract's payment and invoice terms together with those sections.

ARTICLE 17: SIGNATURES

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

CLIENT:

[________________________________]
(Print Name of Entity)

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

CONSULTANT:

[________________________________]
(Print Name of Entity or Individual)

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

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]

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: [________________________________]

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

4. MILESTONES

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

5. COMPENSATION

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

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

6. KEY PERSONNEL AND RESPONSIBILITIES

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

7. ACCEPTANCE

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

8. SOW SIGNATURES

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

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

EXHIBIT B: PRE-EXISTING MATERIALS

☐ No Pre-Existing Materials anticipated.

EXECUTION CHECKLIST

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

Independent Contractor Classification (Article 7 and 16):
☐ Workplace Fraud Act scope reviewed if construction or landscaping services are involved
☐ Common law factors reviewed
☐ Any applicable tax withholding obligation reviewed
☐ Maryland counsel confirmed classification

Compensation (Article 4):
☐ Fee structure selected
☐ Payment terms specified
☐ Late payment interest term selected and reviewed for this consulting invoice transaction
☐ 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):
☐ Classification facts documented under the rules applicable to the actual services
☐ 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)

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.