Consulting Services Agreement - North Carolina

CONSULTING SERVICES AGREEMENT

State of North Carolina

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."

RECITALS

WHEREAS, Client desires to engage Consultant to provide certain consulting and professional services as more particularly described herein and in the Statement of Work attached hereto as Exhibit A; and

WHEREAS, Consultant represents that it possesses the necessary qualifications, skills, experience, expertise, and professional licenses (if required) to perform such consulting services in compliance with all applicable laws and professional standards; and

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

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

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

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 North Carolina 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 North Carolina Trade Secrets Protection Act, N.C.G.S. § 66-152.

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

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

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

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

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

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

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

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 specifications, requirements, and timelines set forth in the applicable Statement of Work;

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

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

(f) Free from material defects and errors.

2.3 Service Deliverables. Consultant shall provide Deliverables per the SOW schedule, format, 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 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; ensure accuracy of information; and perform SOW responsibilities.

2.7 Change Orders. No change is effective unless documented 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.

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 does not affect this Agreement or other SOWs.

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

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

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

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 including travel, lodging, meals, materials, and third-party fees.

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

(c) Travel: Coach 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) Invoices shall include standard details (number, date, SOW reference, period, description, hours, rates, milestones, expenses, total, payment instructions).

(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. Select a charge only after North Carolina counsel classifies the completed transaction and determines whether the proposed charge is interest, a late fee, a finance charge, or another obligation:

☐ No contractual late-payment interest.

☐ Interest at [____]% per annum beginning [________________________________], after transaction-specific review.

N.C.G.S. § 24-1 states the eight-percent legal rate except as otherwise provided; it is not a categorical ceiling for every contract. N.C.G.S. § 24-1.1 applies to specified written loans, purchase-money loans, advances, loan commitments, and forbearances. If that section applies, subsection (a) sends principal amounts of $25,000 or less to the Commissioner-set rate in subsection (c), while amounts over $25,000 may use any rate agreed by the parties, subject to other applicable law. Do not use a stock sixteen- or eighteen-percent cap without completing that classification.

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) North Carolina imposes a state income tax (currently a flat rate). Consultant is responsible for all NC income tax obligations. North Carolina sales tax of 4.75% (plus applicable local rates) applies to certain services; the Parties shall determine applicability.

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

ARTICLE 5: CONFIDENTIALITY AND TRADE SECRETS

5.1 Confidentiality Obligations. Each Party (as "Receiving Party") agrees to hold in strict confidence all Confidential Information of the other Party, 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. Obligations do not apply to information that is publicly available, was already known, obtained from a third party without restriction, independently developed, or approved for release.

5.4 Required Disclosure. If compelled by law, provide prompt notice, cooperate in protective orders, disclose only what is required, and seek confidential treatment.

5.5 Trade Secrets Under North Carolina Law. The Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined under the North Carolina Trade Secrets Protection Act (NCTPA), N.C.G.S. § 66-152:

(a) Under N.C.G.S. § 66-152(3), a "trade secret" means business or technical information, including formula, pattern, program, device, compilation of information, method, technique, or process that derives independent actual or potential commercial value from not being generally known or readily ascertainable and is the subject of reasonable efforts to maintain its secrecy;

(b) Confidentiality obligations shall continue for as long as the information remains a trade secret;

(c) Under N.C.G.S. § 66-154, a court may issue an injunction for actual or threatened misappropriation of trade secrets;

(d) Under N.C.G.S. § 66-154(b), actual damages are measured by economic loss or unjust enrichment, whichever is greater. In circumstances described in § 66-154(a), an injunction may condition use on payment of a reasonable royalty. For willful and malicious misappropriation, § 66-154(c) permits the trier of fact to award punitive damages in its discretion;

(e) Under N.C.G.S. § 66-154(d), attorneys' fees may be awarded if willful and malicious misappropriation exists, or if a claim of misappropriation is made in bad faith;

(f) Under N.C.G.S. § 66-157, the statute of limitations for trade secret misappropriation is three (3) years;

(g) North Carolina Law: Apply the definitions and remedies in N.C.G.S. §§ 66-152 and 66-154 to any claim under the North Carolina Trade Secrets Protection Act. A compilation of information can qualify as a trade secret if it meets § 66-152(3)'s value and secrecy requirements;

(h) NCTPA remedies are in addition to remedies under this Agreement.

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

5.7 Injunctive Relief. Breach may cause irreparable harm. The non-breaching Party may seek injunctive relief without proof of actual damages.

5.8 Duration. Except for trade secrets (protected as long as they qualify), confidentiality obligations survive for [____] years.

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 right, title, and interest.

6.2 Work Made for Hire. To the extent qualifying under 17 U.S.C. § 101, Client is author and owner. Otherwise, Consultant 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 consent. If approved, Consultant identifies, obtains licenses, ensures compatibility, and indemnifies Client.

6.7 Moral Rights. This Agreement does not waive an author's rights under 17 U.S.C. § 106A. For a covered work of visual art, any waiver must be in a writing signed by the author identifying the specific work and covered uses. The parties may document any such waiver separately when the work and uses are known.

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.

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.

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

7.3 North Carolina Independent Contractor Classification. The Parties intend Consultant to be an independent contractor under North Carolina law, including the Employment Security Law (N.C.G.S. § 96-1 et seq.) and common law. North Carolina applies a common law "right of control" test, examining:

(a) Control Factors:

☐ Consultant controls how work is performed;
☐ Consultant sets its own work schedule;
☐ Consultant provides its own tools, equipment, and workspace;
☐ Consultant is not required to work exclusively for Client;
☐ Consultant can profit or lose 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 its own business licenses and registrations;
☐ Client does not provide training to Consultant;
☐ The relationship is of limited duration;
☐ The Services are not integral to Client's regular business;

(b) Employment Security Law: N.C.G.S. § 96-1(b)(19) defines an independent contractor as an individual who contracts to do work and is not subject to the hiring person's control or direction over how the details of the work are performed or what the individual must do as the work progresses. Section 96-1(b)(12) excludes independent-contractor services from “employment.” The actual working relationship, including the degree of control, must be evaluated under applicable law.

(c) The Parties intend the actual performance of the Services to reflect the independent contractor relationship described above. This Agreement alone does not determine legal classification.

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

7.5 Taxes and Withholding. Client shall not withhold taxes. Consultant is responsible for all taxes. Consultant shall indemnify Client for 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.

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 of law or agreements; no pending litigation affecting performance.

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 have been or will be granted;

(e) Holds all required North Carolina licenses and registrations;

(f) No conflicts with third-party obligations;

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

(h) Software free of malicious code;

(i) Warranty Period: For [____] days following acceptance, Deliverables shall conform to specifications and be free from material defects. 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 IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, OR NON-INFRINGEMENT.

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 wrongful acts; (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; (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 North Carolina Contributory Negligence. THE PARTIES ACKNOWLEDGE THAT NORTH CAROLINA IS ONE OF VERY FEW STATES THAT FOLLOWS THE DOCTRINE OF CONTRIBUTORY NEGLIGENCE. Under this doctrine:

(a) A plaintiff who is contributorily negligent — that is, who fails to exercise due care and whose negligence is a proximate cause of the plaintiff's injury — is completely barred from recovery, regardless of the degree of the defendant's fault;

(b) This is a harsher standard than the comparative negligence or comparative fault systems used in most other states;

(c) The Parties should be aware that any contributory negligence by the Party seeking indemnification could completely bar recovery in tort claims, even if the other Party bears the majority of fault;

(d) The last clear chance doctrine may provide a limited exception, allowing a contributorily negligent plaintiff to recover if the defendant had the last clear chance to avoid the harm;

(e) The indemnification provisions in this Article 9 are contractual obligations and are not subject to the contributory negligence defense unless the indemnification obligation is conditioned on the absence of the Indemnified Party's negligence.

9.5 North Carolina Construction Contract Indemnification. If the Services involve design, engineering, construction, or similar activities, the Parties acknowledge that N.C.G.S. § 22B-1 voids indemnification provisions that purport to indemnify a party against its own negligence in construction or design contracts. This limitation may affect the scope of indemnification under this Agreement.

9.6 IP Infringement Remedies. If a Deliverable is subject to an infringement claim, Consultant shall procure continuing rights, replace, or modify at its expense. If none is commercially reasonable, Client may terminate for a refund.

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 or personal injury, intentional misconduct, fraud, or amounts owed for accepted Services.

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

ARTICLE 11: INSURANCE REQUIREMENTS

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

(a) Commercial General Liability:

• Per Occurrence: $[________________]
• General Aggregate: $[________________]
• Products/Completed Operations: $[________________]
• Personal and Advertising Injury: $[________________]

(b) Professional Liability (E&O):

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

(c) Workers' Compensation:

• Workers' compensation insurance or authorized self-insurance if Consultant is subject to the North Carolina Act (N.C.G.S. §§ 97-2, 97-93)
• Employers' Liability: $[________________] per accident, $[________________] per employee for disease, $[________________] policy limit for disease
• North Carolina Note: Section 97-2 generally covers private employment with three or more regular employees, subject to its other coverage rules and exceptions. A contractor's label does not resolve worker status; § 97-19 may also create liability in a subcontracting chain.

(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; [____] days' notice of cancellation or change.

11.6 No Limitation. Insurance does not limit Consultant's liability.

11.7 Failure to Maintain. Material breach.

ARTICLE 12: RESTRICTIVE COVENANTS

12.1 Applicability. This Article 12 applies only if checked:

☐ Restrictive Covenants Apply

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

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

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

12.5 North Carolina Non-Compete Enforceability. The Parties acknowledge that:

(a) Non-compete agreements are enforceable in North Carolina if they meet certain requirements. North Carolina courts analyze non-competes using a strict reasonableness standard;

(b) Requirements for Enforceability: A non-compete must be: (i) in writing; (ii) supported by valuable consideration; (iii) reasonable as to time; (iv) reasonable as to territory; and (v) designed to protect a legitimate business interest rather than merely to prevent competition;

(c) Consideration: Before signing a restriction during an existing relationship, identify in writing the separate consideration exchanged for that restriction. Do not assume that merely continuing the existing engagement supplies it;

(d) Time Limitations: Assess the proposed duration together with the territory, restricted activities, and business interest to be protected. No fixed number of years is automatically reasonable or enforceable;

(e) Geographic Limitations: The geographic scope must be reasonable in relation to the business interest being protected. North Carolina courts have upheld restrictions ranging from specific counties to multi-state areas, depending on the scope of the business;

(f) Strict Blue Pencil Doctrine: A court may remove a distinctly separable unreasonable restriction and enforce a reasonable remainder; it may not rewrite an overbroad restriction to supply a narrower time, territory, or scope. If no enforceable restriction remains, the covenant fails. Draft each proposed restriction to stand on its own. See Beverage Systems of the Carolinas, LLC v. Associated Beverage Repair, LLC, 368 N.C. 693 (2016);

(g) Independent Contractor Restrictions: Review any restriction on Consultant under the consideration, time, territory, scope, and business-interest requirements above; the independent contractor label does not replace that review;

(h) The Parties intend all restrictive covenants to be reasonable and enforceable under North Carolina law.

12.6 Reasonableness Acknowledgment. Consultant acknowledges the covenants are reasonable and necessary, adequate consideration has been received, and enforcement will not impose undue hardship.

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

ARTICLE 13: DATA PROTECTION AND PRIVACY

13.1 Compliance. Each Party shall comply with all applicable data protection and privacy laws.

13.2 North Carolina Data Breach Notification. In the event of a security breach involving personal information (as defined in N.C.G.S. § 75-61(10)) of North Carolina residents:

(a) Notification shall be provided without unreasonable delay, consistent with law enforcement needs and measures to determine scope, as required by N.C.G.S. § 75-65;

(b) Notice to an affected person must be clear and conspicuous and include the information listed in N.C.G.S. § 75-65(d), including a general incident description, the type of personal information involved, protective measures taken, a business telephone number if one exists, advice to review account statements and free credit reports, the toll-free numbers and addresses of the major consumer reporting agencies, and the toll-free numbers, addresses, and websites of the Federal Trade Commission and North Carolina Attorney General's Office with a statement about identity-theft-prevention information available from them;

(c) If a business provides notice to an affected person under N.C.G.S. § 75-65, it must also notify the Consumer Protection Division of the North Carolina Attorney General's Office without unreasonable delay under subsection (e1). If it provides notice to more than 1,000 persons at one time, subsection (f) also requires notice to nationwide consumer reporting agencies;

(d) N.C.G.S. § 75-65(g) voids a waiver of the statute's provisions. The Parties may agree to additional contractual breach-response duties in this Article, subject to the nonwaivable statute. A violation of § 75-65 is a violation of § 75-1.1 under subsection (i);

(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 North Carolina Identity Theft Protection Act. The Parties shall comply with the Identity Theft Protection Act (N.C.G.S. § 75-60 et seq.), including the proper disposal of personal information (N.C.G.S. § 75-64) and the security freeze requirements.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Informal Resolution. Parties shall first attempt good faith negotiation. Representatives with settlement authority 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 [________________], North Carolina. If unresolved within [____] days, proceed to litigation.

☐ Option C: Binding Arbitration. By [________________________________] in [________________], North Carolina, under Commercial Arbitration Rules. Note: N.C.G.S. § 22B-10 prohibits contractual jury waivers but does NOT prohibit arbitration clauses. Arbitration is a valid alternative for parties who wish to avoid jury trials.

☐ 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. Each Party may request reasonable attorneys' fees and expenses from the other Party to the extent authorized by applicable law. North Carolina Note: Under N.C.G.S. § 6-21.6, a court or arbitrator may award reasonable fees on a reciprocal clause in a qualifying business contract signed by every party using a signature method permitted by that section. That section excludes a contract for an individual's personal services, including services as an independent contractor. The parties must identify whether this Agreement qualifies before relying on this clause for fee recovery.

ARTICLE 15: GENERAL PROVISIONS

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

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

15.3 NO CONTRACTUAL JURY TRIAL WAIVER.

N.C.G.S. § 22B-10 DECLARES CONTRACTUAL JURY TRIAL WAIVERS UNENFORCEABLE UNDER NORTH CAROLINA LAW. THIS AGREEMENT CONTAINS NO CONTRACTUAL JURY TRIAL WAIVER. REVIEW JURY-TRIAL RIGHTS SEPARATELY IF A CLAIM IS BROUGHT IN FEDERAL COURT.

The Parties acknowledge that:

(a) N.C.G.S. § 22B-10 declares contractual jury trial waivers unenforceable under North Carolina law;

(b) The statute does not distinguish commercial agreements between sophisticated parties;

(c) N.C.G.S. § 22B-10 does NOT prohibit parties from entering into agreements to arbitrate or engage in other forms of alternative dispute resolution;

(d) If the Parties wish to avoid a jury trial, they should select the arbitration option in Article 14;

(e) Any proposed amendment addressing jury-trial rights requires review for the court in which a claim may be heard.

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. If a provision is invalid, any valid independent provision remains effective. For restrictive covenants, Section 12.5(f)'s strict blue pencil rule applies: a court may remove distinctly separable terms, but the parties do not authorize judicial rewriting of an overbroad restriction.

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 North Carolina Uniform Electronic Transactions Act (N.C.G.S. § 66-311 et seq.) and the federal E-SIGN Act, electronic signatures are valid. If the Parties intend to rely on the reciprocal attorneys' fees rule in N.C.G.S. § 6-21.6, each Party should sign by hand or use a signature method specified in § 6-21.6(b), including an electronic signature originating from that Party's affirmative action to execute this Agreement.

15.12 Headings; Construction. Headings for convenience only. No presumption against drafter. "Including" means "including without limitation."

15.13 Publicity. No public statements without consent.

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

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.

ARTICLE 16: NORTH CAROLINA-SPECIFIC PROVISIONS

16.1 Jury Trial Waiver (N.C.G.S. § 22B-10). The Parties acknowledge:

(a) N.C.G.S. § 22B-10 declares a contract provision requiring a party to waive a jury trial unconscionable and unenforceable under North Carolina law;

(b) This Agreement includes no contractual jury-trial waiver;

(c) The prohibition does not extend to agreements to arbitrate (N.C.G.S. § 22B-10);

(d) Parties who wish to avoid jury trials should utilize the arbitration provision in Article 14;

(e) The Parties have omitted a contractual jury waiver from this Agreement. Any amendment addressing jury-trial rights requires separate review for the court in which a claim may be heard.

16.2 Contributory Negligence. North Carolina is one of only a few remaining U.S. jurisdictions that follows the contributory negligence doctrine (along with Alabama, the District of Columbia, Maryland, and Virginia). Under this doctrine:

(a) A party that is even 1% at fault may be completely barred from recovering damages in a negligence action;

(b) The last clear chance doctrine provides a narrow exception;

(c) Contributory negligence is an affirmative defense that must be pleaded and proven by the defendant;

(d) This doctrine does NOT apply to breach of contract claims, only to tort claims, but may affect mixed claims involving both contract and tort theories;

(e) The Parties should structure their risk allocation and indemnification provisions with this doctrine in mind.

16.3 North Carolina Non-Compete — Strict Blue Pencil Doctrine. For restrictive covenants, a court may strike a distinctly separable unreasonable term while leaving a reasonable independent restriction in force; it may not write new limits for the parties:

(a) If an overbroad term cannot be removed while leaving an enforceable independent restriction, the covenant fails;

(b) This makes precise drafting critically important. Restrictive covenants should be narrowly tailored to the minimum scope necessary;

(c) The Parties have drafted any applicable restrictive covenants in Article 12 to be as narrow as reasonably necessary to protect Client's legitimate business interests.

16.4 North Carolina Interest Rate Limitations. The Parties acknowledge:

(a) N.C.G.S. § 24-1 states an eight-percent legal rate except where another provision applies;

(b) N.C.G.S. § 24-1.1 does not impose the former stock sixteen- and eighteen-percent tiers stated in this template. For a transaction within that section, principal of $25,000 or less uses the Commissioner-set subsection (c) rate, and principal over $25,000 may bear any written rate agreed by the parties, subject to other applicable law; and

(c) Counsel must classify the invoice obligation, any forbearance, the principal amount, the parties, the purpose, and every charge before approving Section 4.6. This template does not declare the selected rate lawful.

16.5 North Carolina Workers' Compensation. Under N.C.G.S. § 97-2, private employment with three or more regular employees is generally covered, subject to the statute's other coverage rules and exceptions. An employer subject to the Act must insure its liability or qualify for authorized self-insurance under § 97-93. The Parties note:

(a) Worker status depends on the actual relationship, not the independent-contractor label;

(b) Misclassification can result in the North Carolina Industrial Commission imposing penalties;

(c) Consultant shall maintain insurance or authorized self-insurance if it is subject to the Act. Before subcontracting work, Consultant shall assess § 97-19's certificate and principal-contractor liability rules, which may apply even when the subcontractor has fewer than three employees.

16.6 North Carolina Unfair and Deceptive Trade Practices. Under N.C.G.S. § 75-1.1, unfair methods of competition and unfair or deceptive acts or practices in or affecting commerce are declared unlawful. The Parties acknowledge:

(a) A breach of contract alone does not constitute an unfair or deceptive trade practice, but a breach coupled with aggravating or deceptive circumstances may give rise to a UDTP claim;

(b) If a UDTP violation is proven, the court shall award treble damages (N.C.G.S. § 75-16) and may award attorneys' fees (N.C.G.S. § 75-16.1);

(c) The Parties shall conduct themselves in compliance with N.C.G.S. § 75-1.1.

16.7 North Carolina Statute of Limitations. Under N.C.G.S. § 1-52(1), the statute of limitations for breach of contract in North Carolina is three (3) years. For sealed instruments, the period is ten (10) years under N.C.G.S. § 1-47(2). The Parties should consider whether to execute this Agreement under seal.

16.8 North Carolina Business Registration. If Consultant is a foreign entity, Consultant shall obtain a certificate of authority from the North Carolina Secretary of State before transacting business in North Carolina (N.C.G.S. § 55-15-01 for corporations; N.C.G.S. § 57D-7-01 for LLCs).

16.9 Indemnification in Construction Contracts. If any portion of the Services relates to design, construction, or engineering, the indemnification provisions shall comply with N.C.G.S. § 22B-1, which voids provisions that require indemnification for the negligence of the indemnitee in connection with construction contracts.

16.10 North Carolina Electronic Commerce Act. The Parties acknowledge that the North Carolina Uniform Electronic Transactions Act (N.C.G.S. § 66-311 et seq.) provides that electronic signatures and records are valid and enforceable. The Parties consent to the use of electronic signatures for this Agreement and any amendments, subject to the signing-method condition in Section 15.11 if they seek an award of attorneys' fees under N.C.G.S. § 6-21.6.

ARTICLE 17: SIGNATURES

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

CLIENT:

[________________________________]
(Print Name of Entity)

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

CONSULTANT:

[________________________________]
(Print Name of Entity or Individual)

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

OPTIONAL NOTARIZATION

STATE OF NORTH CAROLINA
COUNTY OF [________________]

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

WITNESS my hand and official seal.

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

[NOTARY SEAL]

EXHIBIT A: STATEMENT OF WORK

STATEMENT OF WORK NO. [____]

Effective Date: [__/__/____]

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

Client: [________________________________]
Consultant: [________________________________]

Capitalized terms have the meanings in the Agreement.

1. PROJECT OVERVIEW

Project Name: [________________________________]

Project Description:
[________________________________]
[________________________________]

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

2. SCOPE OF SERVICES

2.1 [Phase 1]: [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

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

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

3. DELIVERABLES

4. TIMELINE AND MILESTONES

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

5. COMPENSATION

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

Not-to-Exceed: $[________________]

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

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

6. CLIENT RESPONSIBILITIES

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

7. KEY PERSONNEL

8. ACCEPTANCE

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

Review Period: [____] Business Days.

9. SOW SIGNATURES

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

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

EXHIBIT B: PRE-EXISTING MATERIALS

☐ No Pre-Existing Materials anticipated.

EXECUTION CHECKLIST

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

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

Compensation (Article 4):
☐ Fee structure selected
☐ Late-payment charge classified and reviewed under current applicable law
☐ Any reliance on N.C.G.S. § 24-1.1 documents principal, transaction type, subsection (c) rate if applicable, and other governing law
☐ North Carolina sales tax applicability determined

Confidentiality (Article 5):
☐ Duration specified
☐ Trade secret protections reviewed under NCTPA (N.C.G.S. § 66-152 et seq.)
☐ Discretionary punitive damages for willful and malicious misappropriation reviewed (N.C.G.S. § 66-154(c))

Independent Contractor (Article 7):
☐ Common law right of control test factors verified
☐ Actual work relationship reviewed under N.C.G.S. § 96-1(b)(19)

Restrictive Covenants (Article 12):
☐ Covenants drafted as reasonable, separately stated restrictions under the strict blue pencil doctrine; no judicial rewriting assumed
☐ Time, geography, and scope are reasonable
☐ Valuable consideration confirmed
☐ Independent contractor non-compete enforceability confirmed

Data Protection (Article 13):
☐ Breach notification procedures reviewed (N.C.G.S. § 75-65)
☐ Identity Theft Protection Act compliance reviewed (N.C.G.S. § 75-60 et seq.)

Dispute Resolution (Article 14):
☐ Option selected
☐ Consider arbitration if jury avoidance is desired; review § 22B-10 and the selected forum

Jury Trial:
☐ NO JURY WAIVER INCLUDED (N.C.G.S. § 22B-10 prohibition confirmed)
☐ If jury avoidance desired, arbitration clause selected in Article 14

North Carolina-Specific (Article 16):
☐ Jury waiver prohibition acknowledged
☐ Contributory negligence implications reviewed
☐ Strict blue pencil doctrine considered for restrictive covenants
☐ Interest rates within statutory limits
☐ UDTP Act (N.C.G.S. § 75-1.1) implications noted
☐ Construction indemnification limitations reviewed (if applicable)
☐ Statute of limitations noted (3 years; 10 years under seal)
☐ Foreign entity registration confirmed (if applicable)

Final Review:
☐ Agreement reviewed by North Carolina-licensed legal counsel
☐ Both Parties received copies
☐ W-9 provided; 1099 to be issued
☐ Insurance certificates provided

This template is intended for use under the laws of the State of North Carolina. Section 22B-10 declares contractual jury-trial waivers unenforceable under North Carolina law. Review jury-trial rights for the selected court. The statutory citations referenced here should be verified before execution. This document does not constitute legal advice and should be reviewed by qualified legal counsel before use.