Consulting Services Agreement - Mississippi

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CONSULTING SERVICES AGREEMENT

STATE OF MISSISSIPPI

THIS CONSULTING SERVICES AGREEMENT (this "Agreement") is entered into as of [__/__/____] (the "Effective Date"), by and between:

CLIENT:
Name: [________________________________]
Address: [________________________________]
City: [________________________________] State: [____] ZIP: [________]
Phone: [________________________________]
Email: [________________________________]
Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________________]
State of Formation (if entity): [________________________________]

CONSULTANT:
Name: [________________________________]
Address: [________________________________]
City: [________________________________] State: [____] ZIP: [________]
Phone: [________________________________]
Email: [________________________________]
Entity Type: ☐ Individual ☐ Corporation ☐ LLC ☐ Partnership ☐ Other: [________________]
State of Formation (if entity): [________________________________]
Mississippi Secretary of State Registration Number (if applicable): [________________________________]

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

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 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 legal holiday in the State of Mississippi.

1.3 "Confidential Information" means all non-public information disclosed by one Party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including but not limited to trade secrets as defined under the Mississippi Uniform Trade Secrets Act (Miss. Code Ann. § 75-26-3).

1.4 "Deliverables" means all documents, work product, materials, reports, analyses, recommendations, presentations, software, data, and other tangible or intangible items created, developed, or produced by Consultant in the performance of the Services.

1.5 "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights recognized under federal, state, or common law.

1.6 "Services" means the consulting services to be performed by Consultant as described in Article 2 and any applicable Statement of Work.

1.7 "Statement of Work" or "SOW" means a written document executed by both Parties that describes specific Services, Deliverables, timelines, and compensation terms, substantially in the form attached hereto as Exhibit A.

1.8 "Trade Secret" has the meaning set forth in the Mississippi Uniform Trade Secrets Act, Miss. Code Ann. § 75-26-3, meaning information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (a) derives independent economic value, actual or potential, 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 (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

1.9 "Work Product" means all inventions, discoveries, improvements, developments, ideas, concepts, designs, specifications, and other work created by Consultant solely or jointly with others in connection with the performance of Services under this Agreement.

ARTICLE 2: SCOPE OF SERVICES AND DELIVERABLES

2.1 General Description of Services. Consultant agrees to provide the following consulting services to Client:

[________________________________]
[________________________________]
[________________________________]
[________________________________]
[________________________________]

2.2 Statement of Work. The Parties may execute one or more Statements of Work that describe specific Services to be performed. Each SOW shall include:

☐ Detailed description of Services to be performed
☐ Specific Deliverables to be provided
☐ Timeline and milestones
☐ Compensation terms specific to that SOW
☐ Acceptance criteria for Deliverables
☐ Key personnel assignments
☐ Any project-specific terms and conditions

2.3 Standard of Performance. Consultant shall perform all Services:

(a) In a professional, workmanlike, and timely manner consistent with industry standards;

(b) Using personnel with the skills, experience, and qualifications necessary to perform the Services;

(c) In compliance with all applicable federal, state, and local laws, regulations, and ordinances, including those of the State of Mississippi;

(d) In accordance with Client's reasonable policies and procedures as communicated to Consultant in writing; and

(e) With due regard to the protection of Client's Confidential Information and property.

2.4 Deliverables. Consultant shall provide the following Deliverables:

Deliverable Description	Due Date	Format
[________________________________]	[__/__/____]	[________________]
[________________________________]	[__/__/____]	[________________]
[________________________________]	[__/__/____]	[________________]
[________________________________]	[__/__/____]	[________________]
[________________________________]	[__/__/____]	[________________]

2.5 Acceptance of Deliverables. Client shall have [____] Business Days following receipt of each Deliverable to review and either accept or reject such Deliverable. Rejection must be in writing with specific reasons. If Client fails to respond within this period, the Deliverable shall be deemed accepted. If rejected, Consultant shall have [____] Business Days to cure any deficiencies and resubmit.

2.6 Client Cooperation. Client agrees to:

(a) Provide Consultant with timely access to information, materials, and personnel reasonably necessary for Consultant to perform the Services;

(b) Designate a primary contact person to facilitate communications;

(d) Provide access to Client's facilities as reasonably necessary.

2.7 Changes to Scope. Any changes to the scope of Services must be documented in a written change order signed by both Parties. Change orders shall specify any adjustments to compensation, timeline, or other terms resulting from the scope change.

ARTICLE 3: COMPENSATION

3.1 Compensation Structure. Client shall compensate Consultant for Services as follows (check all that apply):

☐ Hourly Rate:

Standard Rate: $[________] per hour
Overtime Rate (if applicable): $[________] per hour
Maximum Hours per Week/Month: [________]
Estimated Total Hours: [________]

☐ Fixed Fee:

Total Fixed Fee: $[________________________________]
Payment Schedule:
$[________] upon execution of this Agreement
$[________] upon [________________________________]
$[________] upon [________________________________]
$[________] upon completion and acceptance

☐ Retainer:

Monthly Retainer Amount: $[________________________________]
Hours Included: [________] hours per month
Additional Hours Rate: $[________] per hour
Unused Hours: ☐ Roll over ☐ Do not roll over

☐ Performance-Based/Bonus:

Performance Metrics: [________________________________]
Bonus Amount: $[________________________________]
Payment Triggers: [________________________________]

☐ As Set Forth in Statement of Work

3.2 Payment Terms.

(a) Invoice Submission: Consultant shall submit invoices ☐ weekly ☐ bi-weekly ☐ monthly ☐ upon completion of milestones ☐ other: [________________].

(b) Invoice Contents: Each invoice shall include:

Consultant name and contact information
Invoice number and date
Description of Services performed during the billing period
Hours worked (if hourly compensation)
Rate(s) applied
Itemized expenses (if reimbursable)
Supporting documentation as required
Total amount due
Payment instructions

(d) Payment Method: ☐ Check ☐ Wire transfer ☐ ACH ☐ Other: [________________]

3.3 Late Payment.

(a) Any undisputed amounts not paid when due shall bear interest at the rate of eight percent (8%) per annum (the Mississippi statutory rate), or the maximum rate permitted by Mississippi law, whichever is lower, calculated from the due date until paid in full.

(b) Client shall reimburse Consultant for reasonable costs of collection, including attorney's fees, incurred as a result of late payment.

3.4 Disputed Amounts. If Client disputes any portion of an invoice in good faith, Client shall:

(a) Notify Consultant in writing within [____] days of receipt of the invoice, specifying the nature of the dispute;

(b) Pay the undisputed portion of the invoice when due; and

3.5 Taxes. Consultant is solely responsible for all federal, state, and local taxes arising from compensation received under this Agreement, including but not limited to income taxes, self-employment taxes, and any applicable Mississippi taxes. Client shall not withhold any taxes from payments to Consultant.

ARTICLE 4: EXPENSES AND REIMBURSEMENT

4.1 Reimbursable Expenses. Client shall reimburse Consultant for the following pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with the Services:

☐ Travel expenses (airfare, ground transportation, lodging)
☐ Meals during travel
☐ Materials and supplies
☐ Third-party services and subcontractor fees
☐ Copying, printing, and shipping
☐ Long-distance communications
☐ Software and technology purchases
☐ Other: [________________________________]

4.2 Expense Limits and Guidelines.

(a) Pre-Approval Required: Expenses exceeding $[________] individually or $[________] in aggregate per month require prior written approval from Client.

(b) Travel: Air travel shall be at coach/economy class unless otherwise approved. Lodging shall be at mid-range business hotels. Rental cars shall be mid-size or smaller.

(d) Mileage: Personal vehicle mileage shall be reimbursed at the current IRS standard mileage rate.

4.3 Expense Documentation. Consultant shall submit expense reports with original receipts or copies thereof for all expenses exceeding $[________]. Expense reports shall be submitted with regular invoices or within [____] days of incurring the expense.

4.4 Non-Reimbursable Expenses. Client shall not reimburse Consultant for:

(a) Overhead costs, including office rent, utilities, and general business expenses;
(b) Equipment and tools that are standard for Consultant's business;
(c) Expenses not pre-approved when approval is required;
(d) Personal expenses unrelated to Services;
(e) Expenses incurred outside the term of this Agreement; or
(f) [________________________________]

ARTICLE 5: INDEPENDENT CONTRACTOR STATUS

5.1 Independent Contractor Relationship. The Parties expressly acknowledge and agree that Consultant is an independent contractor and not an employee, agent, joint venturer, or partner of Client. This Agreement does not create an employment relationship, and nothing herein shall be construed to create such relationship.

5.2 Mississippi Independent Contractor Standards. This relationship is intended to satisfy the definition of "independent contractor" under Mississippi law, including Miss. Code Ann. § 71-3-3(r), which defines an independent contractor as "any individual, firm or corporation who contracts to do a piece of work according to his own methods without being subject to the control of his employer except as to the results of the work."

5.3 Control and Methods. Consultant shall:

(a) Determine the method, details, and means of performing the Services;

(b) Control the time, place, and manner of work, subject only to delivery schedules and Client's reasonable coordination requirements;

(d) Provide Consultant's own tools, equipment, and supplies unless otherwise agreed;

(e) Maintain the right to perform services for other clients during the term of this Agreement, subject to confidentiality and conflict of interest provisions herein.

5.4 No Employee Benefits. Consultant shall not be entitled to any employee benefits from Client, including but not limited to:

☐ Health, dental, or vision insurance
☐ Life or disability insurance
☐ Retirement or pension benefits
☐ Paid vacation, sick leave, or holidays
☐ Workers' compensation coverage (as Consultant is excluded under Miss. Code Ann. § 71-3-3)
☐ Unemployment insurance benefits
☐ Any other fringe benefits

5.5 Consultant's Responsibilities. Consultant shall be solely responsible for:

(a) Payment of all federal, state, and local income taxes, including estimated tax payments;

(b) Payment of self-employment taxes (Social Security and Medicare);

(d) Compliance with all applicable Mississippi business registration requirements;

(e) Maintaining appropriate liability insurance coverage; and

(f) Any workers' compensation coverage for Consultant's own employees or subcontractors.

5.6 Tax Forms. Consultant shall provide Client with a completed IRS Form W-9 prior to receiving any payments. Client shall provide Consultant with an IRS Form 1099-NEC as required by law.

5.7 Indemnification for Misclassification. Consultant shall indemnify, defend, and hold harmless Client from and against any claims, liabilities, damages, costs, and expenses (including attorney's fees) arising from any assertion that Consultant or Consultant's personnel are employees of Client, including any claims for unpaid taxes, benefits, or penalties.

ARTICLE 6: INTELLECTUAL PROPERTY OWNERSHIP

6.1 Work Product Ownership. Select one:

☐ Option A - Client Ownership: All Work Product and Deliverables created by Consultant in connection with this Agreement shall be the sole and exclusive property of Client. To the extent permitted by law, all such Work Product shall be considered "work made for hire" under the United States Copyright Act. To the extent any Work Product does not qualify as work made for hire, Consultant hereby irrevocably assigns to Client all right, title, and interest in and to such Work Product, including all Intellectual Property rights therein.

☐ Option B - Consultant Ownership with License: Consultant shall retain all right, title, and interest in and to the Work Product and Deliverables. Consultant hereby grants to Client a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, display, distribute, and create derivative works from the Work Product and Deliverables for Client's internal business purposes.

☐ Option C - Joint Ownership: The Work Product and Deliverables shall be jointly owned by Client and Consultant, with each Party having the right to use, license, and exploit such work without accounting to the other Party, subject to confidentiality obligations herein.

☐ Option D - As Specified in Statement of Work

6.2 Pre-Existing Materials. Consultant may incorporate pre-existing materials, tools, methodologies, know-how, and intellectual property owned by Consultant prior to the Effective Date or developed outside the scope of this Agreement ("Pre-Existing Materials") into the Deliverables. Consultant retains all right, title, and interest in Pre-Existing Materials. To the extent any Pre-Existing Materials are incorporated into Deliverables, Consultant grants Client a perpetual, irrevocable, non-exclusive, royalty-free license to use such Pre-Existing Materials solely as part of the Deliverables.

6.3 Client Materials. Client retains all right, title, and interest in and to any materials, data, information, trademarks, and intellectual property provided by Client to Consultant ("Client Materials"). Consultant shall use Client Materials solely for the purpose of performing the Services and shall return or destroy all Client Materials upon termination of this Agreement.

6.4 Third-Party Materials. If Consultant incorporates any third-party materials into the Deliverables, Consultant shall:

(a) Obtain all necessary licenses and permissions for such use;

(b) Ensure that Client receives sufficient rights to use such materials as part of the Deliverables;

(d) Indemnify Client against any claims arising from unauthorized use of third-party materials.

6.5 Moral Rights. To the extent permitted by law, Consultant waives any moral rights in the Work Product and Deliverables, including rights of attribution and integrity.

6.6 Further Assurances. Consultant agrees to execute such documents and take such actions as Client may reasonably request to perfect, evidence, or enforce Client's rights in the Work Product and Deliverables, including assignments, applications for registration, and other instruments.

ARTICLE 7: CONFIDENTIALITY

7.1 Confidentiality Obligations. Each Party agrees to:

(a) Hold the other Party's Confidential Information in strict confidence;

(b) Not disclose Confidential Information to any third party without the prior written consent of the disclosing Party;

(c) Use Confidential Information solely for the purpose of performing obligations or exercising rights under this Agreement;

(d) Protect Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than reasonable care;

(e) Limit access to Confidential Information to employees, agents, and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

7.2 Exclusions. Confidential Information does not include information that:

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

(b) Was rightfully in the receiving Party's possession prior to disclosure, as evidenced by written records;

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

(e) Is required to be disclosed by law, regulation, or court order, provided that the receiving Party gives prompt notice to the disclosing Party (to the extent legally permitted) and cooperates in seeking protective treatment.

7.3 Trade Secret Protection. The Parties acknowledge that certain Confidential Information may constitute Trade Secrets under the Mississippi Uniform Trade Secrets Act (Miss. Code Ann. § 75-26-1 et seq.). The Parties agree to take reasonable measures to maintain the secrecy of Trade Secrets, and the obligations with respect to Trade Secrets shall survive for so long as such information qualifies as a Trade Secret under Mississippi law.

7.4 Return of Confidential Information. Upon termination of this Agreement or upon request by the disclosing Party, the receiving Party shall:

(a) Promptly return or destroy all Confidential Information in tangible form;

(b) Delete all electronic copies of Confidential Information from its systems;

(d) Retain only such copies as required by law or professional standards, subject to continued confidentiality obligations.

7.5 Survival. The confidentiality obligations under this Article 7 shall survive termination or expiration of this Agreement for a period of [____] years, except that obligations with respect to Trade Secrets shall survive for so long as such information remains a Trade Secret.

7.6 Injunctive Relief. The Parties acknowledge that breach of confidentiality obligations may cause irreparable harm for which monetary damages would be inadequate. Accordingly, either Party may seek injunctive or other equitable relief to prevent breach or threatened breach, without the necessity of posting bond, in addition to any other remedies available at law or in equity.

ARTICLE 8: NON-SOLICITATION

8.1 Non-Solicitation of Employees. During the term of this Agreement and for a period of [____] months following termination (the "Restricted Period"), neither Party shall, directly or indirectly:

(a) Solicit, recruit, or hire any employee of the other Party who was involved in the performance of this Agreement; or

(b) Induce or attempt to induce any such employee to terminate their employment with the other Party.

8.2 Non-Solicitation of Clients/Customers. During the Restricted Period, Consultant shall not, directly or indirectly:

(a) Solicit or attempt to solicit any client or customer of Client with whom Consultant had contact or about whom Consultant received Confidential Information during the term of this Agreement; or

(b) Interfere with Client's business relationships with such clients or customers.

8.3 Exceptions. This Article 8 shall not prohibit:

(a) General advertising or recruiting efforts not specifically targeted at the other Party's employees;

(b) Hiring any person who responds to general advertising without direct solicitation;

(d) Any action taken with the prior written consent of the other Party.

8.4 Reasonableness Under Mississippi Law. The Parties acknowledge that Mississippi courts enforce non-solicitation provisions that are reasonable in scope, geography, and duration. The Parties agree that the restrictions in this Article 8 are reasonable and necessary to protect legitimate business interests, including Confidential Information and client relationships.

8.5 Blue Pencil. If any court of competent jurisdiction determines that any provision of this Article 8 is unenforceable, the Parties agree that such court shall have the power to modify and reform such provision to the minimum extent necessary to make it enforceable, consistent with Mississippi's recognition of the "blue pencil" doctrine.

ARTICLE 9: REPRESENTATIONS AND WARRANTIES

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

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

(b) The execution and performance of this Agreement does not violate any agreement to which it is a party or by which it is bound;

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

(e) It has obtained all necessary approvals and consents to enter into this Agreement; and

(f) It shall comply with all applicable laws, regulations, and ordinances in performing its obligations hereunder.

9.2 Consultant's Representations and Warranties. Consultant represents and warrants that:

(a) Consultant has the skills, experience, and qualifications necessary to perform the Services in a professional and competent manner;

(b) The Services will be performed in accordance with industry standards and the terms of this Agreement;

(c) The Deliverables will conform to the specifications and acceptance criteria set forth herein or in any applicable Statement of Work;

(d) The Deliverables will be original work (except for Pre-Existing Materials and licensed third-party materials) and will not infringe upon any Intellectual Property rights of third parties;

(e) Consultant has not previously assigned, transferred, or encumbered any rights in the Work Product that would conflict with Client's rights hereunder;

(f) Consultant is properly licensed, registered, and qualified to perform the Services in Mississippi to the extent required by law;

(g) Consultant shall not use any materials, software, or intellectual property of third parties in performing the Services without proper authorization;

(h) Consultant is not subject to any non-compete, non-solicitation, or confidentiality agreement that would prevent or limit Consultant's performance hereunder; and

(i) All personnel assigned to perform Services are legally authorized to work in the United States.

9.3 Client's Representations and Warranties. Client represents and warrants that:

(a) Client has all rights necessary to provide the Client Materials to Consultant;

(b) Use of Client Materials as contemplated herein will not infringe upon any third-party rights; and

(c) Client will provide accurate and complete information as reasonably necessary for Consultant to perform the Services.

9.4 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

ARTICLE 10: INDEMNIFICATION

10.1 Consultant's Indemnification. Consultant shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or relating to:

(a) Consultant's breach of any representation, warranty, or obligation under this Agreement;

(b) Consultant's negligent or wrongful acts or omissions in the performance of Services;

(d) Any claim by Consultant's employees, subcontractors, or agents for wages, benefits, or other compensation;

(e) Any claim that Consultant or its personnel are employees of Client; or

(f) Consultant's violation of any applicable law, regulation, or ordinance.

10.2 Client's Indemnification. Client shall indemnify, defend, and hold harmless Consultant and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or relating to:

(a) Client's breach of any representation, warranty, or obligation under this Agreement;

(b) Client's negligent or wrongful acts or omissions;

(d) Client's violation of any applicable law, regulation, or ordinance.

10.3 Indemnification Procedures. The Party seeking indemnification (the "Indemnified Party") shall:

(a) Provide prompt written notice to the indemnifying Party (the "Indemnifying Party") of any claim for which indemnification is sought;

(b) Allow the Indemnifying Party to control the defense and settlement of such claim;

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

10.4 Mississippi Anti-Indemnity Notice. The Parties acknowledge that Miss. Code Ann. § 31-5-41 voids indemnification provisions in construction contracts that require indemnification for a party's own negligence. While this Agreement is not a construction contract, the Parties agree that neither Party shall be required to indemnify the other for the other Party's own negligence, gross negligence, or willful misconduct.

10.5 Limitation on Indemnification. Indemnification obligations shall be subject to any limitation of liability provisions set forth in this Agreement to the extent permitted by law.

ARTICLE 11: LIMITATION OF LIABILITY

11.1 Limitation of Consequential Damages. EXCEPT FOR BREACHES OF CONFIDENTIALITY, INTELLECTUAL PROPERTY INFRINGEMENT, INDEMNIFICATION OBLIGATIONS, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY, INTELLECTUAL PROPERTY INFRINGEMENT, INDEMNIFICATION OBLIGATIONS, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE TOTAL LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED:

☐ The total fees paid or payable to Consultant under this Agreement
☐ The total fees paid or payable during the twelve (12) months preceding the claim
☐ $[________________________________]
☐ Other: [________________________________]

11.3 Essential Basis of Bargain. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS ARTICLE 11 ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND THAT, IN THE ABSENCE OF SUCH LIMITATIONS, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

11.4 Applicability. The limitations in this Article 11 shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and shall survive any termination or expiration of this Agreement.

ARTICLE 12: INSURANCE REQUIREMENTS

12.1 Required Insurance. Consultant shall maintain, at Consultant's sole expense, the following insurance coverage during the term of this Agreement:

☐ Commercial General Liability Insurance:

Per Occurrence Limit: $[________________________________]
General Aggregate Limit: $[________________________________]
Coverage for bodily injury, property damage, personal injury, and advertising injury

☐ Professional Liability (Errors & Omissions) Insurance:

Per Claim Limit: $[________________________________]
Annual Aggregate Limit: $[________________________________]
Claims-made basis with tail coverage of [____] years

☐ Workers' Compensation Insurance:

Statutory limits as required by Mississippi law (Miss. Code Ann. § 71-3-1 et seq.)
Employer's Liability: $[________] per accident / $[________] disease policy limit

☐ Commercial Automobile Insurance:

Combined Single Limit: $[________________________________]
Coverage for owned, hired, and non-owned vehicles

☐ Cyber Liability Insurance:

Per Occurrence Limit: $[________________________________]
Coverage for data breach, network security, and privacy liability

☐ Umbrella/Excess Liability Insurance:

Limit: $[________________________________]

12.2 Insurance Requirements. All required insurance policies shall:

(a) Be issued by insurers with an A.M. Best rating of A- VII or better;

(b) Be primary and non-contributory with respect to any insurance carried by Client;

(d) Provide at least thirty (30) days' advance written notice to Client of cancellation, non-renewal, or material change;

(e) Name Client as an additional insured on Commercial General Liability and Umbrella policies (except for Professional Liability and Workers' Compensation).

12.3 Certificate of Insurance. Upon request, Consultant shall provide Client with a certificate of insurance evidencing the required coverage. Consultant shall provide updated certificates upon renewal or upon any material change in coverage.

12.4 No Limitation on Liability. Maintenance of insurance shall not limit Consultant's liability under this Agreement or otherwise.

ARTICLE 13: TERM AND TERMINATION

13.1 Term. This Agreement shall commence on the Effective Date and shall continue for:

☐ A period of [________________________________], ending on [__/__/____] ("Initial Term")
☐ An indefinite period until terminated as provided herein
☐ The duration specified in each Statement of Work

13.2 Renewal. This Agreement shall:

☐ Automatically renew for successive periods of [________________________________] unless either Party provides written notice of non-renewal at least [____] days prior to the end of the then-current term
☐ Terminate at the end of the Initial Term unless the Parties execute a written renewal agreement
☐ Not automatically renew

13.3 Termination for Convenience. Either Party may terminate this Agreement at any time, for any reason or no reason, by providing [____] days' prior written notice to the other Party.

13.4 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if:

(a) The other Party materially breaches this Agreement and fails to cure such breach within [____] days after receiving written notice specifying the breach;

(b) The other Party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;

(d) The other Party is convicted of, or pleads guilty or no contest to, a felony or crime involving moral turpitude; or

(e) The other Party engages in conduct that materially damages the reputation of the terminating Party.

13.5 Effect of Termination.

(a) Payment for Services: Upon termination, Client shall pay Consultant for all Services performed and expenses incurred through the effective date of termination, subject to any offsets for damages caused by Consultant's breach.

(b) Deliverables: Consultant shall deliver to Client all completed and in-progress Deliverables and Work Product upon termination, subject to Client's payment of amounts due.

(c) Return of Property: Each Party shall return or destroy all Confidential Information, property, and materials belonging to the other Party within [____] days of termination.

(d) Survival: The following provisions shall survive termination: Articles 6 (Intellectual Property), 7 (Confidentiality), 8 (Non-Solicitation), 9 (Representations and Warranties), 10 (Indemnification), 11 (Limitation of Liability), 14 (Governing Law), and any other provisions that by their nature should survive.

13.6 Transition Assistance. Upon termination or during any notice period, Consultant shall, at Client's request and expense, provide reasonable assistance to facilitate the transition of Services to Client or a successor consultant.

ARTICLE 14: GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to its conflict of laws principles.

14.2 Jurisdiction and Venue. The Parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [________________________________] County, Mississippi. Each Party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to venue in such courts.

14.3 Dispute Resolution Process. The Parties agree to attempt to resolve any dispute arising under this Agreement in the following order:

(a) Informal Negotiation: The Parties shall first attempt to resolve any dispute through good-faith informal negotiations between the Parties' designated representatives for a period of [____] days.

(b) Mediation: If informal negotiation fails, the Parties shall submit the dispute to non-binding mediation before a mutually agreed-upon mediator in Mississippi. The Parties shall share the cost of mediation equally.

☐ Litigation: Filing suit in the courts specified in Section 14.2

☐ Binding Arbitration: Arbitration administered by [________________________________] in accordance with its rules. The arbitration shall be conducted in [________________________________], Mississippi, by a single arbitrator. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

14.4 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.5 Attorney's Fees. In any action or proceeding to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney's fees and costs from the non-prevailing Party.

14.6 Statute of Limitations. Any claim arising under this Agreement must be brought within [____] years from the date the claim accrues, or within the applicable statute of limitations under Mississippi law, whichever is shorter.

ARTICLE 15: GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement, together with all Exhibits and Statements of Work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

15.2 Amendments. This Agreement may be amended only by a written instrument signed by both Parties.

15.3 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall operate as a waiver thereof.

15.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' intent.

15.5 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be void.

15.6 Notices. All notices under this Agreement shall be in writing and shall be deemed given when:

(a) Delivered personally;
(b) Sent by email with confirmation of receipt;
(c) One (1) Business Day after deposit with a nationally recognized overnight courier; or
(d) Three (3) Business Days after mailing by certified mail, return receipt requested.

Notices shall be sent to the addresses set forth in the preamble or to such other address as a Party may designate by written notice.

15.7 Force Majeure. Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, civil unrest, government actions, epidemics, pandemics, power failures, or communication disruptions, provided that the affected Party gives prompt notice and uses reasonable efforts to mitigate the impact.

15.8 Independent Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency relationship, or employer-employee relationship between the Parties.

15.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein shall create any right in any third party.

15.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15.11 Electronic Signatures. In accordance with the Mississippi Uniform Electronic Transactions Act (Miss. Code Ann. § 75-12-1 et seq.) and the federal Electronic Signatures in Global and National Commerce Act, the Parties agree that electronic signatures shall have the same legal effect as original signatures. This Agreement may be executed and delivered electronically.

15.12 Headings. The headings in this Agreement are for convenience only and shall not affect its interpretation.

15.13 Construction. This Agreement shall be construed without regard to the Party that drafted it. Any ambiguity shall not be construed against the drafting Party.

15.14 Time is of the Essence. Time is of the essence with respect to all dates, deadlines, and time periods specified in this Agreement.

ARTICLE 16: SIGNATURES

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

CLIENT:

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CONSULTANT:

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A: STATEMENT OF WORK TEMPLATE

STATEMENT OF WORK NO. [____]

Pursuant to the Consulting Services Agreement dated [__/__/____] (the "Agreement"), Client and Consultant agree to the following Statement of Work:

1. Project Name/Description:
[________________________________]
[________________________________]

2. Scope of Services:
[________________________________]
[________________________________]
[________________________________]

3. Deliverables:

Deliverable	Description	Due Date	Acceptance Criteria
[________]	[________________________________]	[__/__/____]	[________________________________]
[________]	[________________________________]	[__/__/____]	[________________________________]
[________]	[________________________________]	[__/__/____]	[________________________________]

4. Timeline/Milestones:

Milestone	Description	Target Date
[________]	[________________________________]	[__/__/____]
[________]	[________________________________]	[__/__/____]
[________]	[________________________________]	[__/__/____]

5. Compensation:
☐ Hourly: $[________] per hour, estimated [________] hours
☐ Fixed Fee: $[________________________________]
☐ Other: [________________________________]

6. Payment Schedule:
[________________________________]

7. Key Personnel:

Name	Role	Hourly Rate (if applicable)
[________________________________]	[________________]	$[________]
[________________________________]	[________________]	$[________]

8. Client Responsibilities:
[________________________________]
[________________________________]

9. Assumptions:
[________________________________]
[________________________________]

10. Special Terms (if any):
[________________________________]

11. Intellectual Property Ownership for This SOW:
☐ Per Agreement ☐ Client Ownership ☐ Consultant Ownership ☐ Joint Ownership

ACCEPTED AND AGREED:

CLIENT:

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CONSULTANT:

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

PRE-EXECUTION CHECKLIST

☐ All blank fields completed with accurate information
☐ Compensation structure selected and amounts filled in
☐ Expense limits and approval thresholds determined
☐ IP ownership option selected
☐ Insurance requirements reviewed and limits set
☐ Term and renewal provisions selected
☐ Dispute resolution method selected
☐ Confidentiality period determined
☐ Non-solicitation period determined
☐ Limitation of liability cap determined
☐ Venue county specified
☐ Statement of Work attached (if applicable)
☐ W-9 obtained from Consultant
☐ Certificate of Insurance obtained from Consultant
☐ Mississippi-licensed attorney review completed
☐ Both Parties have authority to sign
☐ Copies distributed to both Parties after execution

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About This Template

A contract is a written record of what two or more parties agreed to and what happens if someone does not follow through. Clear language, defined terms, and clean signature blocks keep disputes small and enforceable. The most common mistakes in contracts come from vague promises, missing details about timing or payment, and skipping standard protective clauses like governing law and dispute resolution.

Important Notice

This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.

Last updated: February 2026

Consulting Services Agreement - Mississippi