Consulting Services Agreement

CONSULTING SERVICES AGREEMENT

State of Michigan

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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: [________________________________]

(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 in compliance with all applicable laws and professional standards; and

WHEREAS, Consultant desires to provide such consulting services to Client upon the terms and conditions set forth in this Agreement; and

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

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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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 Michigan are authorized or required to close.

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

1.4 "Confidential Information" means any and all non-public information, in any form or medium, disclosed by either Party to the other Party, whether orally, in writing, electronically, or by inspection, that relates to the disclosing Party's business, products, services, research, development, trade secrets, know-how, personnel, customers, suppliers, vendors, finances, pricing, business strategies, marketing plans, technical data, inventions, processes, or other proprietary matters. Confidential Information includes, without limitation, information that qualifies as a "trade secret" under the Michigan Uniform Trade Secrets Act, MCL § 445.1902.

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

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

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

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

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

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

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

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ARTICLE 2: SCOPE OF SERVICES

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

2.2 Standard of Performance. Consultant shall perform the Services:

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

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

(c) In accordance with the specifications, requirements, and timelines set forth in the applicable Statement of Work;

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

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

(f) Free from material defects and errors.

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

2.4 Additional Services. Any services not specifically described in an executed Statement of Work that Client requests and Consultant agrees to perform shall be documented in a written amendment or new Statement of Work. No additional services shall be performed, and no fees shall be due therefor, unless documented in writing and signed by authorized representatives of both Parties.

2.5 Consultant Personnel.

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

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

(c) Consultant may, with prior written consent of Client, engage subcontractors to perform portions of the Services, provided that:

• Consultant shall remain fully responsible for subcontractor performance;
• Subcontractors shall be bound by confidentiality and IP provisions at least as restrictive as those herein;
• Consultant shall ensure subcontractors comply with all terms of this Agreement.

2.6 Client Cooperation and Responsibilities. Client shall:

(a) Provide reasonable and timely access to personnel, facilities, systems, information, and resources as necessary for Consultant to perform the Services;

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

(c) Provide timely decisions, approvals, and feedback;

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

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

2.7 Change Orders. Either Party may request changes by submitting a written change order request. No change shall be effective unless documented in a written Change Order signed by authorized representatives of both Parties.

2.8 Project Management. Unless otherwise specified in the Statement of Work, Consultant shall provide regular status reports, promptly notify Client of issues or delays, and participate in project meetings as reasonably requested.

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ARTICLE 3: TERM AND TERMINATION

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

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

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

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

3.3 Termination for Convenience.

(a) Either Party may terminate this Agreement or any SOW for any reason or no reason upon [____] days' prior written notice.

(b) Upon termination for convenience by Client, Client shall pay Consultant for all Services satisfactorily performed through the effective date of termination, all non-cancelable expenses properly incurred, and a pro-rata portion of any prepaid fixed fees for work completed.

3.4 Termination for Cause. Either Party may terminate this Agreement or any SOW immediately upon written notice if:

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

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

(c) The other Party becomes insolvent, files for bankruptcy, or ceases to conduct business in the normal course;

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

3.5 Termination for Non-Payment. Consultant may terminate upon [____] days' written notice if Client fails to pay any undisputed amount and such failure continues for [____] days after written notice.

3.6 Effect of Termination. Upon termination or expiration:

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

(b) Consultant shall deliver to Client within [____] days all completed and partially completed Deliverables, Work Product, Client materials, and a final accounting;

(c) Client shall pay for all Services satisfactorily performed through the termination date;

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

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

(f) Articles 1, 5, 6, 8, 9, 10, and 13 shall survive termination.

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

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ARTICLE 4: COMPENSATION AND PAYMENT TERMS

4.1 Fee Structure. Client shall pay Consultant fees as 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. Fee rates shall remain fixed for the Initial Term. For Renewal Terms, Consultant may increase rates by up to [____]% upon [____] days' written notice. Other adjustments require mutual written agreement.

4.3 Expenses and Reimbursement.

(a) Pre-Approved Expenses: Client shall reimburse reasonable, pre-approved out-of-pocket expenses including travel, lodging, meals, materials, and third-party fees.

(b) Expense Approval Thresholds:

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

(c) Travel Guidelines: Coach class for flights under [____] hours; standard business hotels; meals up to $[____] per day.

(d) Expense Documentation: Itemized receipts for reimbursement requests exceeding $[____].

4.4 Invoicing.

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

(b) Each invoice shall include invoice number, date, SOW reference, billing period, detailed description, hours worked, rates, milestones, itemized expenses, total due, and payment instructions.

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

4.5 Payment Terms.

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

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

(c) All payments shall be made in U.S. Dollars.

4.6 Late Payment Interest. Pursuant to Michigan interest rate limitations under MCL § 438.31 et seq., any amounts not paid when due shall bear interest at the rate of:

☐ Five percent (5%) per annum (Michigan statutory default rate per MCL § 438.31); or

☐ [____]% per annum as agreed by the Parties (not to exceed the maximum rate permitted by Michigan law — generally 7% per annum for amounts under $500,000 per MCL § 438.31, or higher rates for commercial transactions per MCL § 438.61); or

☐ One and one-half percent (1.5%) per month (18% per annum) as permitted for commercial accounts by agreement under MCL § 438.61

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

4.7 Disputed Invoices.

(a) If Client disputes any portion of an invoice, Client shall notify Consultant in writing within [____] days, specify the nature and amount of the dispute, and pay all undisputed amounts.

(b) The Parties shall resolve disputed amounts within thirty (30) days. If unresolved, either Party may pursue dispute resolution under Article 14.

4.8 Taxes.

(a) Consultant shall be solely responsible for all federal, state, and local taxes on compensation received hereunder.

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

(c) Consultant shall provide a completed IRS Form W-9 upon execution.

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

(e) Michigan City Income Tax Notice: Certain Michigan cities (including Detroit, Grand Rapids, Saginaw, Flint, Lansing, and others) impose a city income tax on income earned within their boundaries. Consultant shall be solely responsible for determining applicability and paying any applicable Michigan city income taxes. If Services are performed within a city that imposes a city income tax, Consultant acknowledges this obligation.

(f) Michigan sales tax of 6% applies to certain services. The Parties shall determine applicability, and if applicable, Client shall pay such taxes or provide a valid exemption certificate.

4.9 Records and Audit. Consultant shall maintain accurate records for [____] years following termination. Client may audit Consultant's records upon reasonable notice. If an audit reveals overcharges exceeding [____]%, Consultant shall reimburse Client for the overcharge plus audit costs.

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ARTICLE 5: CONFIDENTIALITY AND TRADE SECRETS

5.1 Confidentiality Obligations. Each Party (as "Receiving Party") agrees to hold in strict confidence all Confidential Information of the other Party (as "Disclosing Party"), not disclose it to third parties, not use it for purposes other than this Agreement, and take all reasonable precautions to prevent unauthorized disclosure.

5.2 Protective Measures. The Receiving Party shall protect Confidential Information using the same degree of care as its own confidential information, but not less than reasonable care, and shall limit access to persons with a legitimate need to know who are bound by written confidentiality obligations.

5.3 Exclusions. Obligations do not apply to information that: (a) is or becomes publicly available without fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; (d) is independently developed; or (e) is approved for release by the Disclosing Party.

5.4 Required Disclosure. If compelled by law to disclose, the Receiving Party shall provide prompt notice to the Disclosing Party, cooperate in seeking a protective order, disclose only what is legally required, and seek confidential treatment.

5.5 Trade Secrets Under Michigan Law. The Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined under the Michigan Uniform Trade Secrets Act (MUTSA), MCL § 445.1902. With respect to such trade secrets:

(a) Confidentiality obligations shall continue for as long as such information remains a trade secret under applicable law;

(b) Each Party shall implement reasonable measures to preserve trade secret status;

(c) Under MCL § 445.1903, injunctive relief is available for actual or threatened misappropriation, including remedies to prevent future misappropriation;

(d) Under MCL § 445.1904, damages may include actual loss and unjust enrichment, and in cases of willful and malicious misappropriation, exemplary damages not to exceed twice any compensatory award;

(e) Under MCL § 445.1905, attorneys' fees may be awarded to the prevailing party if a claim of misappropriation is made in bad faith or if willful and malicious misappropriation is established;

(f) MUTSA remedies shall be in addition to any remedies available under this Agreement.

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

5.7 Injunctive Relief. The Parties acknowledge that breach of confidentiality may cause irreparable harm. The non-breaching Party shall be entitled to seek injunctive relief without proof of actual damages, in addition to all other remedies available.

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

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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 irrevocably assigns all right, title, and interest in Work Product to Client, including all Intellectual Property Rights.

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

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

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

6.5 Consultant's Pre-Existing Materials.

(a) Consultant retains all rights in Pre-Existing Materials.

(b) To the extent Pre-Existing Materials are incorporated into Deliverables, Consultant grants Client a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and sublicense such materials as part of the Deliverables.

(c) Consultant warrants it has the right to grant such license.

6.6 Third-Party Materials. Consultant shall not incorporate third-party materials without prior written consent. If approved, Consultant shall identify materials, obtain licenses, and indemnify Client.

6.7 Moral Rights. To the extent permitted by law, Consultant waives all 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, knowledge, and experience retained in unaided memory, provided this does not constitute use of Confidential Information or trade secrets.

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ARTICLE 7: INDEPENDENT CONTRACTOR STATUS

7.1 Independent Contractor Relationship. The relationship between Client and Consultant is that of independent contractor. Nothing herein shall create a partnership, joint venture, agency, or employer-employee relationship.

7.2 Control and Discretion. Consultant shall have sole control over the manner, means, and methods of performing the Services, subject only to the deadlines and specifications in the SOW.

7.3 Michigan Independent Contractor Classification. The Parties intend that Consultant shall be classified as an independent contractor under Michigan law, including the Michigan Employment Security Act (MCL § 421.1 et seq.). In furtherance of this intent, the Parties acknowledge:

(a) Economic Reality Test: Michigan applies the "economic reality" test to determine worker classification, considering the following factors:

☐ Consultant has control over how the work is performed;
☐ Consultant has the opportunity for profit or loss depending on managerial skill;
☐ Consultant has an investment in equipment or materials required for the task;
☐ The Services require a special skill;
☐ The degree of permanence of the working relationship is limited;
☐ The Services are not an integral part of Client's business;

(b) IRS 20-Factor Analysis Considerations: The Parties further acknowledge the following factors consistent with independent contractor status:

☐ Consultant sets its own hours and work schedule;
☐ Consultant may work for other clients simultaneously;
☐ Consultant provides its own tools, equipment, and workspace;
☐ Consultant is paid by the project or task, not by the hour;
☐ Consultant is responsible for its own business expenses;
☐ Consultant can hire assistants or subcontractors at its own expense;
☐ Client does not provide training to Consultant;
☐ Consultant markets its services to the general public;
☐ Consultant maintains its own business licenses and registrations;
☐ The relationship is defined by a written contract;

(c) Michigan Employment Security Act: The Parties have structured this Agreement to satisfy the requirements of MCL § 421.42 regarding independent contractor status for unemployment insurance purposes.

7.4 No Employee Benefits. Consultant shall not be entitled to any employee benefits from Client, including health insurance, retirement plans, paid time off, workers' compensation, unemployment insurance, or any other fringe benefits.

7.5 Taxes and Withholding. Client shall not withhold taxes. Consultant is solely responsible for all taxes including federal and state income taxes, self-employment taxes, and Michigan city income taxes (if applicable). Consultant shall indemnify Client from any liability arising from misclassification.

7.6 No Authority to Bind. Consultant shall have no authority to bind Client without prior written consent.

7.7 Consultant's Business Expenses. Consultant is responsible for all business expenses except those Client has agreed to reimburse.

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ARTICLE 8: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations and Warranties. Each Party represents and warrants that: it is duly organized and in good standing; has full power and authority to enter into this Agreement; this Agreement constitutes a valid and binding obligation; performance will not violate any law or agreement; and there is no pending litigation affecting performance.

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

(a) Consultant possesses the necessary qualifications, skills, and licenses to perform the Services;

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

(c) Work Product will be original, will not infringe third-party IP rights, and will be free from liens;

(d) Consultant has not granted and will not grant conflicting rights in the Work Product;

(e) Consultant holds all required licenses and registrations in Michigan;

(f) No conflicts exist with third-party obligations;

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

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

(i) For a period of [____] days following acceptance (the "Warranty Period"), Deliverables will conform to specifications and be free from material defects. Consultant shall promptly correct defects at no additional cost.

8.3 Client's Representations and Warranties. Client represents that it has authority to provide access to facilities and information, will provide accurate information, and owns or has rights to all Client Materials.

8.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

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ARTICLE 9: INDEMNIFICATION

9.1 Indemnification by Consultant. Consultant shall indemnify, defend, and hold harmless Client Indemnitees from Losses arising out of: (a) breach of this Agreement by Consultant; (b) negligent or wrongful acts of Consultant; (c) IP infringement claims (except to the extent caused by Client Materials); (d) failure to comply with applicable laws; (e) misclassification claims; (f) personal injury or property damage; and (g) unauthorized disclosure of Confidential Information.

9.2 Indemnification by Client. Client shall indemnify, defend, and hold harmless Consultant Indemnitees from Losses arising out of: (a) breach of this Agreement by Client; (b) negligent or wrongful acts of Client; (c) IP infringement by Client Materials; and (d) unauthorized use of Deliverables.

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

9.4 Michigan Comparative Fault. The Parties acknowledge that Michigan follows a modified comparative fault system under MCL § 600.2957. Indemnification obligations shall be apportioned in accordance with each Party's percentage of fault as determined under Michigan law. Under Michigan law, a Party that is more than 50% at fault may be jointly and severally liable for economic damages.

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

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ARTICLE 10: LIMITATION OF LIABILITY

10.1 Limitation on Consequential Damages. EXCEPT FOR BREACHES OF CONFIDENTIALITY, IP BREACHES, INDEMNIFICATION CLAIMS, THIRD-PARTY IP INFRINGEMENT, AND FRAUD/GROSS NEGLIGENCE/WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

10.2 Cap on Liability. EXCEPT FOR THE FOREGOING CARVE-OUTS, EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED:

☐ Option A: Fees paid in the twelve (12) months preceding the claim; or
☐ Option B: Fees paid or payable 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 the legal theory and shall not limit liability for death or personal injury, intentional misconduct, fraud, or amounts owed for accepted Services and Deliverables.

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

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ARTICLE 11: INSURANCE REQUIREMENTS

11.1 Insurance Coverage. Consultant shall maintain, at its sole expense, insurance from companies licensed in Michigan with A.M. Best rating of A- or better:

(a) Commercial General Liability:

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

(b) Professional Liability (E&O):

• Per Claim: Not less than $[________________]
• Annual Aggregate: Not less than $[________________]
• If claims-made, maintain for [____] years post-completion or purchase tail coverage.

(c) Workers' Compensation:

• As required by Michigan law (MCL § 418.101 et seq.) if Consultant has employees
• Employers' Liability: Not less than $[________________] per accident
• Michigan Note: Under the Workers' Disability Compensation Act, employers with one or more employees are generally required to carry workers' compensation insurance. Three or more employees triggers mandatory coverage for most employers.

(d) Business Auto Liability (if applicable):

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

(e) Cyber Liability (if applicable):

• Per Claim: Not less than $[________________]

(f) Umbrella/Excess Liability (optional):

• Per Occurrence: Not less than $[________________]

11.2 Additional Insured. Client shall be named as additional insured on CGL and auto policies.

11.3 Waiver of Subrogation. Consultant shall obtain waiver of subrogation against Client.

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

11.5 Certificates. Consultant shall provide certificates of insurance and [____] days' notice of cancellation or material change.

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

11.7 Failure to Maintain. Failure to maintain coverage is a material breach.

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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 [________________] following termination, Consultant shall not directly or indirectly solicit, recruit, or hire Client's employees with whom Consultant had material contact during the Services.

12.3 Non-Solicitation of Clients and Customers. During the term and for [________________] following termination, Consultant shall not solicit Client's customers or business partners for competitive purposes.

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

12.5 Michigan Antitrust Reform Act (MARA) Compliance. The Parties acknowledge that:

(a) Non-compete agreements between employers and employees are governed by MCL § 445.774a (the Michigan Antitrust Reform Act). For employee non-competes, the agreement must: (i) protect a reasonable competitive business interest; (ii) be reasonable as to duration; (iii) be reasonable as to geographical area; and (iv) be reasonable as to the type of employment or line of business;

(b) Independent Contractor Distinction: Because Consultant is an independent contractor and not an employee, non-compete provisions in this Agreement may be analyzed under the common law "rule of reason" applicable to commercial agreements between businesses, rather than the employee-specific test under MCL § 445.774a. Under the rule of reason, a court will consider the overall reasonableness of the restraint, its effect on the relevant market, and its proportionality to the legitimate interests being protected;

(c) Michigan courts may reform or "blue pencil" overbroad non-compete provisions to make them enforceable to the extent reasonable. Under MCL § 445.774a(2), a court may limit the duration, geographic area, or scope to render the agreement reasonable;

(d) The Parties intend all restrictive covenants to be reasonable and enforceable under Michigan law. If any provision is found overbroad, it shall be reformed to the minimum extent necessary;

(e) For non-solicitation covenants, Michigan courts have generally enforced periods of one to two years as reasonable;

(f) The Michigan Supreme Court has held that the federal "rule of reason" applies to commercial non-compete agreements between businesses (Innovation Ventures, LLC v. Liquid Mfg., LLC, 499 Mich. 491 (2016)).

12.6 Reasonableness Acknowledgment. Consultant acknowledges the covenants are reasonable and necessary, that adequate consideration has been received, and that enforcement will not prevent Consultant from earning a livelihood.

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

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ARTICLE 13: DATA PROTECTION AND PRIVACY

13.1 Compliance with Data Protection Laws. Each Party shall comply with all applicable federal, state, and local data protection and privacy laws.

13.2 Michigan Data Breach Notification. In the event of a security breach involving personal information (as defined in MCL § 445.63) of Michigan residents:

(a) The responsible Party shall provide notice without unreasonable delay, as required by MCL § 445.72;

(b) The notice shall describe the breach in general terms, the type of personal information involved, steps taken to protect data, a contact number, and a reminder about vigilance for identity theft;

(c) If the breach affects more than 1,000 Michigan residents, the responsible Party shall also notify consumer reporting agencies;

(d) A person who knowingly fails to provide notice may be ordered to pay a civil fine of not more than $250 per failure to provide notice, not to exceed $750,000 in total per breach, pursuant to MCL § 445.72b;

(e) The responsible Party shall promptly notify the other Party to this Agreement if the breach involves information received from or on behalf of that Party.

13.3 Personal Information Protection. Consultant shall implement reasonable security measures, use personal information only for the Services, and return or destroy personal information upon termination.

13.4 Michigan Information Security. Consultant shall comply with all applicable Michigan data security requirements, including but not limited to maintaining appropriate administrative, technical, and physical safeguards.

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ARTICLE 14: DISPUTE RESOLUTION

14.1 Informal Resolution. Prior to formal proceedings, the Parties shall attempt good faith negotiation. Representatives with settlement authority shall meet within ten (10) Business Days of a dispute notice. If unresolved after thirty (30) days, formal resolution may proceed.

14.2 Formal Dispute Resolution. (Select one)

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

☐ Option B: Mediation Then Litigation. Mediation administered by [________________________________] in [________________], Michigan. If unresolved within [____] days, proceed to litigation.

☐ Option C: Binding Arbitration. Arbitration administered by [________________________________] in [________________], Michigan, under Commercial Arbitration Rules.

☐ Option D: Mediation Then Arbitration. Mediation first, then arbitration if unresolved.

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

14.4 Continued Performance. Parties shall continue to perform during disputes to the extent reasonably practicable.

14.5 Attorneys' Fees. The prevailing Party shall recover reasonable attorneys' fees and costs.

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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 Michigan, without regard to its conflict of laws principles.

15.2 Jurisdiction and Venue. Actions shall be brought exclusively in the state courts located in [________________] County, Michigan, or the United States District Court for the [________________] District of Michigan. Each Party submits to exclusive jurisdiction, waives objections to venue, and consents to service of process.

15.3 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES IT HAS READ THIS WAIVER AND CONSULTED WITH COUNSEL.

15.4 Entire Agreement. This Agreement, together with all Exhibits and SOWs, constitutes the entire agreement and supersedes all prior agreements and understandings.

15.5 Amendment. This Agreement may not be amended except in writing signed by both Parties.

15.6 Waiver. No waiver shall be effective unless in writing. No failure or delay shall operate as a waiver.

15.7 Severability. Invalid provisions shall be modified to the minimum extent necessary. Invalidity of one provision shall not affect the remaining provisions.

15.8 Assignment. Consultant shall not assign without Client's prior written consent. Client may assign to Affiliates or successors. This Agreement binds and benefits permitted successors and assigns.

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

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

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

15.10 Force Majeure. Neither Party is liable for failure or delay due to causes beyond reasonable control. If a Force Majeure Event continues for more than [____] days, either Party may terminate upon notice.

15.11 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts. Pursuant to the Michigan Uniform Electronic Transactions Act, MCL § 450.831 et seq., and the federal E-SIGN Act, electronic signatures have the same legal effect as original ink signatures.

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

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

15.14 Publicity. Neither Party shall issue public statements regarding this Agreement without the other Party's written consent.

15.15 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns.

15.16 Order of Precedence. (a) Written amendments; (b) this Agreement; (c) Change Orders; (d) SOWs; (e) Exhibits.

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

15.18 Anti-Corruption. Each Party certifies compliance with the Foreign Corrupt Practices Act and applicable anti-corruption laws.

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ARTICLE 16: MICHIGAN-SPECIFIC PROVISIONS

16.1 Michigan City Income Taxes. The Parties acknowledge that certain Michigan cities impose a city income tax on income earned within their boundaries (currently up to 2.4% for non-residents in Detroit, and varying rates in approximately 24 other Michigan cities). Consultant shall determine whether the Services are performed within a city that imposes a city income tax and shall be solely responsible for any applicable city income tax obligations. If Client is located in a city that imposes a city income tax, Consultant shall comply with all applicable withholding or reporting requirements.

16.2 Michigan Antitrust Reform Act — Non-Compete Standards. As detailed in Section 12.5, non-compete provisions involving an employee are governed by MCL § 445.774a. For independent contractors, the commercial "rule of reason" standard applies. The Parties represent that they have considered these standards in drafting the restrictive covenants herein.

16.3 Workers' Disability Compensation Act. Under MCL § 418.101 et seq., Michigan requires employers with three or more employees (or one or more in certain industries) to carry workers' compensation insurance. Consultant represents that if it has employees, it maintains the required coverage. Consultant further represents that its independent contractor status is properly established and that Client shall have no workers' compensation obligations with respect to Consultant or Consultant's personnel.

16.4 Michigan Statute of Limitations. Under MCL § 600.5807(8), the statute of limitations for breach of a written contract in Michigan is six (6) years from the date the claim accrues. The Parties should be aware of this extended period.

16.5 Michigan Sales and Use Tax. Michigan imposes a 6% sales tax on certain tangible personal property and specified services. The Parties shall determine whether any portion of the Services is subject to Michigan sales tax. If applicable, Client shall pay such tax or provide a valid exemption certificate (Michigan Form 3372).

16.6 Comparative Fault Under Michigan Law. Michigan follows a modified comparative fault system under MCL § 600.2957. A Party's recovery may be reduced by its percentage of fault, and a Party that is more than 50% at fault may be barred from recovering non-economic damages in certain tort claims. The Parties acknowledge this allocation may affect indemnification obligations.

16.7 Michigan Consumer Protection Act. The Parties acknowledge that the Michigan Consumer Protection Act (MCL § 445.901 et seq.) may apply to certain aspects of this Agreement. Nothing herein shall be construed to waive any rights under the Michigan Consumer Protection Act to the extent it applies.

16.8 Michigan Business Entity Registration. If Consultant is a foreign (out-of-state) business entity, Consultant shall obtain any required certificate of authority or registration to transact business in Michigan pursuant to the applicable Michigan business entity statutes before performing Services within Michigan.

16.9 Michigan Unemployment Insurance. Under the Michigan Employment Security Act (MCL § 421.1 et seq.), individuals performing services for remuneration are presumed to be employees unless the hiring entity can demonstrate that the individual meets the applicable independent contractor criteria. The Parties have structured this Agreement to satisfy these criteria.

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ARTICLE 17: SIGNATURES

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

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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 MICHIGAN
COUNTY OF [________________]

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

WITNESS my hand and official seal.

[________________________________]
Notary Public, State of Michigan, County of [________________]
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 and subject to the terms and conditions of the Consulting Services Agreement dated [__/__/____] (the "Agreement") between:

Client: [________________________________]
Consultant: [________________________________]

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

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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. 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

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5. COMPENSATION

☐ Fixed Fee: $[________________]
☐ Time and Materials:

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

Not-to-Exceed: $[________________]

☐ Monthly Retainer: $[________] for [____] hours

Expense Budget: $[________________]

Total SOW Value: $[________________]

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6. CLIENT RESPONSIBILITIES

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

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7. KEY PERSONNEL

Client Team:

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

Consultant Team:

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

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8. ACCEPTANCE CRITERIA

Deliverables are acceptable if they:
☐ Conform to SOW specifications
☐ Are free from material defects
☐ [________________________________]

Review period: [____] Business Days.

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9. ASSUMPTIONS AND DEPENDENCIES

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

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10. 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 are anticipated to be incorporated into the Deliverables.

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EXECUTION CHECKLIST

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

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

Compensation (Article 4):
☐ Fee structure selected
☐ Late payment interest rate selected (compliant with MCL § 438.31)
☐ Michigan city income tax implications reviewed
☐ Michigan sales tax applicability determined

Confidentiality (Article 5):
☐ Duration specified
☐ Trade secret protections reviewed under MUTSA (MCL § 445.1901)

Independent Contractor (Article 7):
☐ Economic reality test factors verified
☐ Michigan Employment Security Act compliance reviewed

Restrictive Covenants (Article 12):
☐ Determined applicability
☐ If applicable, MARA compliance verified (MCL § 445.774a)
☐ If IC, rule of reason standard considered

Data Protection (Article 13):
☐ Data breach notification procedures reviewed (MCL § 445.72)

Dispute Resolution (Article 14):
☐ Option selected
☐ Venue specified

Michigan-Specific (Article 16):
☐ City income tax implications reviewed
☐ Foreign entity registration confirmed (if applicable)
☐ Workers' compensation compliance verified

Final Review:
☐ Agreement reviewed by Michigan-licensed legal counsel
☐ Both Parties have received copies
☐ Consultant provided W-9
☐ Consultant provided certificates of insurance

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This template is intended for use under the laws of the State of Michigan. The statutory citations referenced herein were current as of the last updated date and should be verified before execution. This document does not constitute legal advice and should be reviewed by qualified legal counsel before use.