Consulting Services Agreement

CONSULTING SERVICES AGREEMENT

State of Montana

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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, and Consultant acknowledges that this distinction is particularly significant under Montana law given the Montana Wrongful Discharge From Employment Act (MCA § 39-2-901 et seq.);

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 Montana 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 Montana Uniform Trade Secrets Act, MCA § 30-14-402.

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, 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 and the Statement of Work attached hereto as Exhibit A, including any subsequent Statements of Work.

1.10 "Statement of Work" or "SOW" means the document attached hereto as Exhibit A, and any subsequent statements of work, describing 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 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.

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 SOW specifications, requirements, and timelines;

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

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

(f) Free from material defects and errors.

2.3 Service Deliverables. Consultant shall provide Deliverables per the SOW delivery schedule and acceptance criteria.

2.4 Additional Services. No additional services shall be performed unless documented in writing and signed by both Parties.

2.5 Consultant Personnel.

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

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

(c) Consultant may engage subcontractors with Client's consent, remaining responsible for their performance and requiring equivalent confidentiality and IP protections.

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

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

2.8 Project Management. Consultant shall provide status reports, notify Client of issues, and participate in meetings.

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ARTICLE 3: TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of [________________] (the "Initial Term").

☐ No Automatic Renewal: Expires at end of Initial Term unless extended in writing.

☐ Automatic Renewal: Renews for successive [________________] periods unless either Party provides [____] days' written notice of non-renewal.

3.2 Statement of Work Term. Each SOW has its own term. Termination of one SOW does not affect the Agreement or other SOWs.

3.3 Termination for Convenience. Either Party may terminate upon [____] days' written notice. Client shall pay for Services performed through termination, non-cancelable expenses, and pro-rata prepaid fees.

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

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

(b) Incurable material breach;

(c) Insolvency, bankruptcy, or cessation of business;

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

3.5 Termination for Non-Payment. Consultant may terminate upon [____] days' notice if payment remains [____] days overdue after notice.

3.6 Effect of Termination.

(a) Consultant ceases Services unless otherwise directed;

(b) Consultant delivers all Work Product, Client materials, and final accounting within [____] days;

(c) Client pays for Services performed through termination;

(d) Parties return or destroy Confidential Information;

(e) Licenses for completed, paid-for Deliverables survive;

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

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

3.8 Montana Wrongful Discharge Act Notice. The Parties acknowledge that the Montana Wrongful Discharge From Employment Act (MCA § 39-2-901 et seq.) applies to employment relationships, not independent contractor relationships. The WDEA provides that "employee" does not include a person who is an independent contractor (MCA § 39-2-903(3)). The Parties have structured this Agreement to establish an independent contractor relationship. However, if a court or agency determines that Consultant is an employee rather than an independent contractor, the WDEA's protections (including the prohibition against termination without "good cause" after a probationary period) would apply. The Parties should be aware that Montana is the only state that has abolished at-will employment through statute.

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ARTICLE 4: COMPENSATION AND PAYMENT TERMS

4.1 Fee Structure. (Check all that apply):

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

☐ Hourly Rate:

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

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

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

☐ Milestone-Based: Per SOW.

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

☐ Blended Rate: $[________] per hour.

4.2 Rate Adjustments. Rates fixed for the Initial Term. Increases up to [____]% for Renewal Terms with [____] days' notice. Other adjustments require mutual agreement.

4.3 Expenses and Reimbursement.

(a) Client shall reimburse reasonable, pre-approved expenses.

(b) Thresholds: Up to $[________] without approval; over $[________] requires approval; monthly cap $[________].

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

(d) Receipts required for expenses exceeding $[____].

4.4 Invoicing.

(a) Invoices submitted:
☐ Monthly, by the [____] day
☐ Bi-weekly
☐ Per milestone
☐ Upon completion
☐ Other: [________________________________]

(b) Include standard invoice details.

(c) Submit to:
Contact: [________________________________]
Email: [________________________________]
Address: [________________________________]

4.5 Payment Terms.

(a) Payment within [____] days of proper invoice.

(b) Payment by:
☐ Check to [________________________________]
☐ ACH/Electronic Transfer
☐ Wire Transfer
☐ Credit Card (subject to [____]% fee)
☐ Other: [________________________________]

(c) All payments in U.S. Dollars.

4.6 Late Payment Interest. Pursuant to Montana interest rate limitations:

☐ Ten percent (10%) per annum (Montana statutory rate per MCA § 27-1-211); or

☐ [____]% per annum as agreed by the Parties (not to exceed the maximum rate permitted by Montana law — per MCA § 31-1-107, the maximum contract rate is the greater of 15% per annum or 6% above the prime rate published in the Wall Street Journal); or

☐ One and one-half percent (1.5%) per month (18% per annum) subject to Montana usury limitations

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

4.7 Disputed Invoices. Client shall notify within [____] days, pay undisputed amounts, and Parties shall resolve within thirty (30) days.

4.8 Taxes.

(a) Consultant is solely responsible for all taxes on compensation received.

(b) Client shall not withhold taxes.

(c) Consultant shall provide IRS Form W-9. Client shall issue Form 1099 as required.

(d) Montana No Sales Tax: Montana does not impose a general sales tax or use tax. However, Montana does impose a state income tax, and Consultant shall be solely responsible for all applicable Montana income tax obligations. Certain Montana localities may impose resort taxes or other local taxes; Consultant shall determine applicability.

4.9 Records and Audit. Consultant shall maintain records for [____] years. Client may audit upon reasonable notice. Overcharges exceeding [____]% require reimbursement plus audit costs.

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ARTICLE 5: CONFIDENTIALITY AND TRADE SECRETS

5.1 Confidentiality Obligations. Each Party shall hold Confidential Information in strict confidence, not disclose it, not use it for purposes other than this Agreement, and take reasonable precautions.

5.2 Protective Measures. Same degree of care as own confidential information, not less than reasonable care. Access limited to persons with need to know bound by written confidentiality obligations.

5.3 Exclusions. Public information, prior possession, third-party source, independent development, or authorized release.

5.4 Required Disclosure. Prompt notice, cooperation in protective orders, limited disclosure, seek confidential treatment.

5.5 Trade Secrets Under Montana Law. The Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined under the Montana Uniform Trade Secrets Act (MUTSA), MCA § 30-14-402:

(a) Confidentiality obligations continue as long as information remains a trade secret;

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

(c) Under MCA § 30-14-403, injunctive relief is available for actual or threatened misappropriation;

(d) Under MCA § 30-14-404, damages may include actual loss and unjust enrichment, plus exemplary damages not exceeding twice any compensatory award for willful and malicious misappropriation;

(e) Under MCA § 30-14-405, attorneys' fees may be awarded for bad faith claims or willful misappropriation;

(f) Under MCA § 30-14-406, the statute of limitations for misappropriation claims is three (3) years;

(g) MUTSA remedies are in addition to remedies under this Agreement;

(h) Montana Note: Because Montana generally voids non-compete agreements (MCA § 28-2-703), robust trade secret protections and non-disclosure agreements are particularly critical in Montana consulting relationships as the primary mechanism for protecting proprietary business information.

5.6 Return or Destruction. Return or destroy upon termination or request; certify compliance.

5.7 Injunctive Relief. Breach may cause irreparable harm; injunctive relief available without proof of actual damages.

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

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ARTICLE 6: INTELLECTUAL PROPERTY AND WORK PRODUCT

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

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

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

6.4 Further Assurances. Consultant shall execute documents, cooperate in IP prosecution, provide legal assistance, and grant irrevocable power of attorney.

6.5 Consultant's Pre-Existing Materials.

(a) Consultant retains all rights.

(b) Consultant grants Client a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license (with sublicense rights) for Pre-Existing Materials incorporated into Deliverables.

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

6.6 Third-Party Materials. No incorporation without prior written consent. If approved, Consultant identifies, obtains licenses, ensures compatibility, and indemnifies Client.

6.7 Moral Rights. To the extent permitted, Consultant waives moral rights.

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

6.9 Residual Knowledge. Consultant may use general skills retained in unaided memory, but not Confidential Information or trade secrets.

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ARTICLE 7: INDEPENDENT CONTRACTOR STATUS

7.1 Independent Contractor Relationship. The relationship is that of independent contractor. Nothing herein creates a partnership, joint venture, agency, or employer-employee relationship. This distinction is critical under Montana law given the Montana Wrongful Discharge From Employment Act (MCA § 39-2-901 et seq.).

7.2 Control and Discretion. Consultant has sole control over manner, means, and methods, subject only to SOW deadlines and specifications.

7.3 Montana Independent Contractor Classification. The Parties intend Consultant to be an independent contractor under Montana law, including the Montana Unemployment Insurance Law (MCA § 39-51-201 et seq.) and the Workers' Compensation Act (MCA § 39-71-101 et seq.). The Parties acknowledge:

(a) Montana Independent Contractor Test: Montana applies a multi-factor test to determine worker classification. The following factors support independent contractor status:

☐ Consultant has control over how work is performed;
☐ Consultant provides its own tools, equipment, and workspace;
☐ Consultant is not required to work exclusively for Client;
☐ Consultant can realize profit or loss based on managerial skill;
☐ Consultant is responsible for its own business expenses;
☐ Consultant maintains its own business location;
☐ Consultant provides services to multiple clients;
☐ Consultant has made a significant investment in its business;
☐ Consultant has its own business licenses and registrations;
☐ Consultant controls its own work schedule;
☐ The relationship is defined by a written contract;
☐ Client does not provide training to Consultant;

(b) Montana Independent Contractor Exemption Certificate (ICEC): Montana's Department of Labor and Industry issues Independent Contractor Exemption Certificates. Consultant ☐ has ☐ has not obtained an ICEC. If Consultant has obtained an ICEC, a copy is attached hereto. An ICEC creates a rebuttable presumption that the holder is an independent contractor for workers' compensation purposes under MCA § 39-71-417;

(c) Critical Montana Distinction — Wrongful Discharge Act: Under MCA § 39-2-903(3), the term "employee" does not include an independent contractor. If Consultant is properly classified as an independent contractor, the Wrongful Discharge From Employment Act does NOT apply. However, if Consultant is reclassified as an employee by a court or agency, the WDEA would apply, meaning termination without "good cause" (after any probationary period) could give rise to a wrongful discharge claim. This makes proper classification particularly critical in Montana.

7.4 No Employee Benefits. Consultant is not entitled to any employee benefits including health insurance, retirement plans, paid leave, workers' compensation, unemployment insurance, or fringe benefits.

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

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

7.7 Business Expenses. Consultant is responsible for its own business expenses except those Client has agreed to reimburse.

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ARTICLE 8: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each Party represents: duly organized and in good standing; full authority; valid and binding obligation; no violations; no pending litigation.

8.2 Consultant's Representations. Consultant represents:

(a) Necessary qualifications, skills, and licenses;

(b) Services will comply with all laws and be performed professionally;

(c) Work Product will be original, non-infringing, and lien-free;

(d) No conflicting rights granted;

(e) Holds all required Montana licenses and registrations;

(f) No third-party conflicts;

(g) All personnel legally authorized to work in the U.S.;

(h) Software free from malicious code;

(i) Warranty Period: For [____] days following acceptance, Deliverables shall conform to SOW specifications and be defect-free. Consultant shall correct defects at no additional cost.

8.3 Client's Representations. Authority to grant access; accurate information; rights to Client Materials.

8.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH, NO WARRANTIES ARE MADE, INCLUDING MERCHANTABILITY, FITNESS FOR 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 from: (a) Consultant's breach; (b) negligence or misconduct; (c) IP infringement (except Client Materials); (d) non-compliance with laws; (e) misclassification claims; (f) personal injury or property damage; and (g) confidentiality breaches.

9.2 Indemnification by Client. Client shall indemnify Consultant Indemnitees from Losses arising from: (a) Client's breach; (b) Client's negligence or misconduct; (c) Client Materials infringement; and (d) unauthorized use of Deliverables.

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

9.4 Montana Comparative Negligence. Montana follows a modified comparative negligence system under MCA § 27-1-702. A claimant's damages are reduced by the percentage of fault attributable to the claimant. If the claimant's fault is equal to or greater than the fault of the defendant, the claimant may not recover. The Parties acknowledge this may affect indemnification obligations.

9.5 IP Infringement Remedies. Consultant shall procure rights, replace, or modify at its expense. If none is commercially reasonable, Client may terminate for a refund.

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ARTICLE 10: LIMITATION OF LIABILITY

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

10.2 Cap on Liability. EXCEPT FOR CARVE-OUTS:

☐ Option A: Fees paid in twelve (12) months preceding the claim; or
☐ Option B: Fees under the applicable SOW; or
☐ Option C: $[________________]; or
☐ Option D: [____] times fees under the applicable SOW.

10.3 Minimum Liability Floor. $[________________].

10.4 Application. Regardless of legal theory. Does not limit liability for death/personal injury, intentional misconduct, fraud, or owed amounts.

10.5 Essential Basis of Bargain. THE LIMITATIONS REFLECT A FAIR ALLOCATION OF RISK AND ARE ESSENTIAL TO THE BARGAIN.

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ARTICLE 11: INSURANCE REQUIREMENTS

11.1 Insurance Coverage. Consultant shall maintain from insurers licensed in Montana with A.M. Best rating A- or better:

(a) Commercial General Liability:

• Per Occurrence: $[________________]
• General Aggregate: $[________________]
• Products/Completed Operations: $[________________]

(b) Professional Liability (E&O):

• Per Claim: $[________________]
• Aggregate: $[________________]
• If claims-made, maintain for [____] years post-completion or purchase tail coverage.

(c) Workers' Compensation:

• As required by Montana law (MCA § 39-71-101 et seq.) if Consultant has employees
• Employers' Liability: $[________________] per accident
• Montana Note: Under MCA § 39-71-401, every employer in Montana must have workers' compensation coverage. Independent contractors with an ICEC are exempt. If Consultant does not have an ICEC and is later determined to be an employee, Client could be liable for workers' compensation coverage.

(d) Business Auto Liability (if applicable):

• Combined Single Limit: $[________________] per accident

(e) Cyber Liability (if applicable):

• Per Claim: $[________________]

(f) Umbrella/Excess (optional):

• Per Occurrence: $[________________]

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

11.3 Waiver of Subrogation. Consultant shall obtain waiver.

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

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

11.6 No Limitation. Insurance does not limit liability.

11.7 Failure to Maintain. Material breach.

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ARTICLE 12: RESTRICTIVE COVENANTS

CRITICAL MONTANA NON-COMPETE LAW NOTICE

Montana generally voids non-compete agreements. The Parties must review this Article 12 carefully.

12.1 Montana Non-Compete Prohibition (MCA § 28-2-703). Montana law provides:

(a) General Rule: Under MCA § 28-2-703, every contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind, otherwise than as provided by MCA § 28-2-704 or § 28-2-705, is to that extent void;

(b) Sale of Business Exception (MCA § 28-2-704): Non-compete agreements are enforceable when made in connection with the sale of the goodwill of a business, the sale of all or part of a business entity, or the dissociation of a partner from a partnership. Such agreements may restrict competition within the county or city where the business was conducted, as well as any adjacent county or city;

(c) Employment Exception (MCA § 28-2-705): An employer may require an employee to agree not to solicit or accept business from the employer's established customers. This narrow exception applies only to non-solicitation of established customers — not to broader non-compete restrictions;

(d) No General Non-Compete Provision: Accordingly, this Agreement does NOT contain a general non-compete provision. Any such provision would be void and unenforceable under Montana law;

(e) ☐ Sale/Dissolution Exception Applies: If this engagement involves the sale of a business, goodwill, or ownership interest, the non-compete provisions in Section 12.5 apply.

12.2 Permitted Protective Provisions. The following provisions ARE enforceable under Montana law:

(a) Confidentiality and Non-Disclosure: The confidentiality provisions in Article 5 are fully enforceable. Montana courts have consistently upheld non-disclosure agreements as distinct from non-compete agreements;

(b) Trade Secret Protection: Obligations to protect trade secrets under Article 5 and the Montana Uniform Trade Secrets Act (MCA § 30-14-401 et seq.) are fully enforceable;

(c) Non-Solicitation of Established Customers (MCA § 28-2-705): During the term and for [________________] following termination, Consultant shall not solicit or accept business from Client's established customers with whom Consultant had material contact during the performance of the Services:

☐ This non-solicitation of established customers provision applies.

(d) 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:

☐ This non-solicitation of employees provision applies.

12.3 Importance of Trade Secret Protections in Montana. Given Montana's prohibition on general non-compete agreements, the Parties acknowledge that:

(a) Trade secret and confidentiality protections in Article 5 serve as the primary mechanism for protecting Client's proprietary business information and competitive advantages;

(b) The non-solicitation provisions permitted under MCA § 28-2-705 are narrow and limited to solicitation of established customers;

(c) Broader competitive restrictions are not available under Montana law;

(d) Client should ensure that all valuable proprietary information is properly documented and maintained as trade secrets with appropriate security measures.

12.4 Liquidated Damages for Solicitation Violations. If Consultant violates the non-solicitation provisions, Consultant shall pay Client liquidated damages of $[________________] per violation, which the Parties agree represents a reasonable estimate of the damages that would be difficult to ascertain.

12.5 Sale/Dissolution Non-Compete (If Applicable). If the box in Section 12.1(e) is checked, during the term and for [________________] following termination, Consultant shall not engage in competitive business within [________________________________] County/City, Montana, and adjacent counties/cities, as permitted by MCA § 28-2-704.

12.6 Tolling. If Consultant violates a permissible 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. Each Party shall comply with all applicable data protection and privacy laws.

13.2 Montana Data Breach Notification. In the event of a breach of security (as defined in MCA § 30-14-1704) involving personal information of Montana residents:

(a) Notification shall be provided without unreasonable delay after discovery, as required by MCA § 30-14-1704(3);

(b) Notification is not required if, after an appropriate investigation, the entity reasonably determines that the breach does not create a reasonable likelihood of harm;

(c) If notification is required, it must include: (i) the date, estimated date, or date range of the breach; (ii) a description of the personal information involved; (iii) contact information for the entity; (iv) the toll-free number and address for major consumer reporting agencies; (v) advice to the individual to monitor financial accounts;

(d) If more than 500 Montana residents are affected, the entity must also notify the Montana Attorney General's office;

(e) The responsible Party shall promptly notify the other Party if a 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 upon termination.

13.4 Montana Constitution — Right to Privacy. The Montana Constitution, Article II, Section 10, guarantees the right of individual privacy, which Montana courts have interpreted broadly. The Parties shall conduct their activities under this Agreement in a manner that respects this constitutional right.

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ARTICLE 14: DISPUTE RESOLUTION

14.1 Informal Resolution. Parties shall first attempt good faith negotiation. Representatives shall meet within ten (10) Business Days. If unresolved after thirty (30) days, formal resolution may proceed.

14.2 Formal Dispute Resolution. (Select one)

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

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

☐ Option C: Binding Arbitration. By [________________________________] in [________________], Montana, under Commercial Arbitration Rules.

☐ Option D: Mediation Then Arbitration.

14.3 Injunctive Relief. Either Party may seek injunctive relief without exhausting informal procedures.

14.4 Continued Performance. Parties shall continue to perform during disputes.

14.5 Attorneys' Fees. Prevailing Party may recover reasonable attorneys' fees and costs.

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ARTICLE 15: GENERAL PROVISIONS

15.1 Governing Law. This Agreement shall be governed by the laws of the State of Montana, without regard to conflict of laws principles.

15.2 Jurisdiction and Venue. Actions shall be brought exclusively in [________________] County, Montana, or the United States District Court for the District of Montana. Each Party submits to exclusive jurisdiction.

15.3 Waiver of Jury Trial. EACH PARTY WAIVES THE RIGHT TO JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY MONTANA LAW. Note: Montana courts have generally upheld contractual jury trial waivers in commercial agreements, but parties should consult with Montana counsel.

15.4 Entire Agreement. This Agreement with all Exhibits and SOWs constitutes the entire agreement.

15.5 Amendment. Written signature of both Parties required.

15.6 Waiver. No waiver unless in writing and signed.

15.7 Severability. Invalid provisions shall be modified or severed.

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

15.9 Notices. Written notices deemed given when delivered personally, one (1) Business Day after overnight courier, or three (3) Business Days after certified mail.

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

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

15.10 Force Majeure. No liability for failure beyond reasonable control. If continuing more than [____] days, either Party may terminate.

15.11 Counterparts; Electronic Signatures. Pursuant to the Montana Uniform Electronic Transactions Act (MCA § 30-18-101 et seq.) and the federal E-SIGN Act, electronic signatures are valid.

15.12 Headings; Construction. Headings for convenience only. No presumption against drafter.

15.13 Publicity. No public statements without consent.

15.14 Third-Party Beneficiaries. No third-party rights except for indemnification purposes.

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

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

15.17 Anti-Corruption. Parties represent compliance with anti-corruption laws.

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ARTICLE 16: MONTANA-SPECIFIC PROVISIONS

16.1 Montana Wrongful Discharge From Employment Act (MCA § 39-2-901 et seq.). This is the most significant distinction of Montana employment law. The Parties acknowledge:

(a) Only Non-At-Will State: Montana is the only U.S. state that has abolished the at-will employment doctrine through statute. Under the WDEA, an employer may not discharge an employee without "good cause" after the employee has completed a probationary period;

(b) Probationary Period: Unless the employer establishes a specific probationary period by written notice, the probationary period is twelve (12) months from the date of hire. The employer may extend the period by up to six (6) additional months, for a maximum of eighteen (18) months (MCA § 39-2-904(2));

(c) Good Cause Defined: "Good cause" means reasonable, job-related grounds for dismissal based on a failure to satisfactorily perform job duties, disruption of the employer's operation, or other legitimate business reason (MCA § 39-2-903(5));

(d) Independent Contractor Exemption: The WDEA does not apply to independent contractors (MCA § 39-2-903(3)). However, if a court or administrative agency determines that Consultant is in fact an employee, the WDEA protections would apply, and termination without good cause could result in liability;

(e) Damages Under WDEA: Damages for wrongful discharge are limited to lost wages and fringe benefits for a period not to exceed four (4) years from the date of discharge, less interim earnings and amounts earnable with reasonable diligence (MCA § 39-2-905). Punitive damages are available only if the employer engaged in actual fraud or malice;

(f) Implications for This Agreement: Proper independent contractor classification is critically important in Montana to avoid potential WDEA claims. The Parties have structured this Agreement to ensure bona fide independent contractor status.

16.2 Montana Non-Compete Prohibition. As detailed in Article 12:

(a) General non-compete agreements are void under MCA § 28-2-703;

(b) Exceptions exist only for sale of business (MCA § 28-2-704) and non-solicitation of established customers by employees (MCA § 28-2-705);

(c) This Agreement relies on confidentiality, trade secret, and narrow non-solicitation provisions rather than non-compete restrictions;

(d) The Montana Supreme Court has noted that covenants not to compete that go beyond the statutory exceptions are void, regardless of reasonableness (Wrigg v. Junkermier, Clark, Campanella, Stevens, P.C., 2011 MT 29).

16.3 Montana No Sales Tax. Montana does not impose a general state sales tax or use tax. This is relevant to compensation calculations under this Agreement. However, Montana does impose:

(a) A state income tax on individuals and corporations;

(b) A lodging facility use tax in certain jurisdictions;

(c) Resort taxes in certain resort communities;

(d) Certain local option taxes.

Consultant is responsible for determining and paying any applicable taxes on income and activities under this Agreement.

16.4 Montana Interest Rates. The Parties acknowledge:

(a) The legal rate of interest in Montana is 10% per annum (MCA § 27-1-211);

(b) The maximum contract rate is the greater of 15% per annum or 6% above the prime rate published in the Wall Street Journal (MCA § 31-1-107);

(c) Agreements for interest exceeding the maximum rate are void as to the excess interest;

(d) The late payment provisions in this Agreement comply with these limitations.

16.5 Montana Workers' Compensation. Under MCA § 39-71-401, all Montana employers must provide workers' compensation coverage. The Parties note:

(a) Consultant ☐ has ☐ has not obtained a Montana Independent Contractor Exemption Certificate (ICEC) from the Montana Department of Labor and Industry;

(b) If Consultant has an ICEC, it creates a rebuttable presumption of independent contractor status for workers' compensation purposes (MCA § 39-71-417);

(c) If Consultant does not have an ICEC and is later determined to be an employee, Client could be liable for workers' compensation premiums and coverage;

(d) Consultant shall maintain the ICEC in good standing throughout the term if applicable.

16.6 Montana Constitution — Individual Rights. The Montana Constitution contains certain individual rights provisions that may affect this Agreement:

(a) Right to Privacy (Art. II, § 10): Montana has a constitutional right to individual privacy that is interpreted more broadly than many other states. Consultant shall conduct its activities in a manner that respects the privacy of Montana residents;

(b) Right to Know (Art. II, § 9): Montana has a constitutional right to know about government operations. If Client is a governmental entity, this right may affect the confidentiality provisions herein;

(c) Clean and Healthful Environment (Art. IX, § 1): If the Services involve any environmental aspect, the Parties shall comply with Montana's constitutional and statutory environmental requirements.

16.7 Montana Statute of Limitations. Under MCA § 27-2-202, the statute of limitations for breach of a written contract in Montana is five (5) years. The Parties should be aware of this limitation period.

16.8 Montana Business Registration. If Consultant is a foreign (out-of-state) entity, Consultant shall obtain any required certificate of authority to transact business in Montana from the Montana Secretary of State before performing Services.

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ARTICLE 17: SIGNATURES

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

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CLIENT:

[________________________________]
(Print Name of Entity)

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

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CONSULTANT:

[________________________________]
(Print Name of Entity or Individual)

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

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OPTIONAL NOTARIZATION

STATE OF MONTANA
COUNTY OF [________________]

Before me, the undersigned notary public, on this [____] day of [________________], 20[____], personally appeared [________________________________], known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity.

WITNESS my hand and official seal.

[________________________________]
Notary Public for the State of Montana
Residing at [________________________________]
My Commission Expires: [__/__/____]

[NOTARY SEAL]

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EXHIBIT A: STATEMENT OF WORK

STATEMENT OF WORK NO. [____]

Effective Date: [__/__/____]

This Statement of Work ("SOW") is entered into pursuant to the Consulting Services Agreement dated [__/__/____] (the "Agreement") between:

Client: [________________________________]
Consultant: [________________________________]

Capitalized terms have the meanings 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 [Phase 1]: [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

2.2 [Phase 2]: [________________________________]
☐ [________________________________]
☐ [________________________________]

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

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3. DELIVERABLES

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

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4. TIMELINE AND MILESTONES

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

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

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5. COMPENSATION

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

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

Not-to-Exceed: $[________________]

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

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

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6. CLIENT RESPONSIBILITIES

☐ Personnel Access: [________________________________]
☐ Systems/Data: [________________________________]
☐ Approval Response Time: [____] Business Days
☐ Other: [________________________________]

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7. KEY PERSONNEL

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

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8. ACCEPTANCE

☐ Conformance to specifications
☐ Free from material defects
☐ [________________________________]

Review Period: [____] Business Days.

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9. SOW SIGNATURES

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

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

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EXHIBIT B: PRE-EXISTING MATERIALS

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

☐ No Pre-Existing Materials anticipated.

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EXECUTION CHECKLIST

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

Term and Termination (Article 3):
☐ Initial Term specified
☐ Renewal option selected
☐ Notice and cure periods specified
☐ Wrongful Discharge Act implications reviewed

Compensation (Article 4):
☐ Fee structure selected
☐ Late payment rate selected (within MCA § 31-1-107 limits)
☐ No sales tax applicable (Montana has no general sales tax)

Confidentiality (Article 5):
☐ Duration specified
☐ Trade secret protections reviewed under MUTSA (MCA § 30-14-401)
☐ Enhanced protections considered given non-compete prohibition

Independent Contractor (Article 7):
☐ Classification criteria verified
☐ ICEC status determined (☐ has ICEC ☐ does not have ICEC)
☐ Wrongful Discharge Act exemption confirmed for independent contractors

Restrictive Covenants (Article 12):
☐ NO general non-compete included (MCA § 28-2-703)
☐ Sale of business exception determined (if applicable)
☐ Non-solicitation of established customers provision considered (MCA § 28-2-705)
☐ Non-solicitation of employees provision considered

Data Protection (Article 13):
☐ Breach notification procedures reviewed (MCA § 30-14-1704)
☐ Montana constitutional privacy rights considered

Montana-Specific (Article 16):
☐ Wrongful Discharge Act implications fully reviewed
☐ Non-compete prohibition compliance confirmed
☐ No sales tax; income tax obligations acknowledged
☐ Interest rates within statutory limits
☐ ICEC status documented
☐ Foreign entity registration confirmed (if applicable)

Final Review:
☐ Agreement reviewed by Montana-licensed legal counsel
☐ Both Parties received copies
☐ W-9 provided; 1099 to be issued
☐ Insurance certificates provided
☐ ICEC copy attached (if applicable)

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This template is intended for use under the laws of the State of Montana. CRITICAL: Montana is the only U.S. state that is NOT an at-will employment state (Wrongful Discharge From Employment Act, MCA § 39-2-901 et seq.), and non-compete agreements are generally void under MCA § 28-2-703. These unique provisions make independent contractor classification and robust trade secret protections particularly important. 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.