Consulting Services Agreement - North Dakota

CONSULTING SERVICES AGREEMENT

STATE OF NORTH DAKOTA

Use gate. Complete the Engagement Classification and Operating Facts
Schedule before work begins. Do not use this general form for an individual who
will function like Client personnel, a regulated professional engagement, public
procurement, construction, staffing, consumer services, clinical research,
investment advice, legal services, or work involving regulated data without a
tailored agreement and classification review.

1. PARTIES AND AGREEMENT CONTROL

Effective Date: [__/__/____]

Client

Legal Name: [________________________________]

Entity Type and Jurisdiction: [________________________________]

Address: [________________________________]

Business Contact: [________________________________]

Project Contact: [________________________________]

Consultant

Legal Name: [________________________________]

Entity Type and Jurisdiction: [________________________________]

Address: [________________________________]

Business Contact: [________________________________]

Project Contact: [________________________________]

Each is a "Party"; together, the "Parties."

Initial Term: [________________________________]

Initial Statement of Work: [________________________________]

Currency: [________________________________]

2. ENGAGEMENT CLASSIFICATION AND OPERATING FACTS

The Parties shall record facts, not labels, in Exhibit A.

2.1 Business Model

☐ Consultant is an entity with personnel

☐ Consultant is a sole owner or individual business

☐ Consultant has other clients

☐ Consultant markets the same services to the public

☐ Consultant may realize profit or loss from its operations

☐ Consultant provides material tools, systems, insurance, and workspace

☐ Consultant may hire or assign personnel under the limits below

2.2 Direction and Integration

Client controls desired results, deadlines, and acceptance criteria:
[________________________________]

Consultant controls methods, sequence, staffing, and ordinary work time:
[________________________________]

Required Client policies and site rules: [________________________________]

Client systems, email, title, equipment, or workspace provided:
[________________________________]

Work integrated into Client's ordinary operations: [___________________]

2.3 Review Gate

Work locations: [________________________________]

Services requiring license or credential: [________________________________]

Worker-status review completed by: [________________________________]

Tax and insurance review completed by: [________________________________]

The Parties' independent-contractor label does not override the actual
relationship or decide duties imposed by a law, agency, policy, insurer, or
benefit plan.

3. AGREEMENT DOCUMENTS AND PRECEDENCE

This Agreement includes each checked document:

☐ Exhibit A — Engagement Classification and Operating Facts

☐ Exhibit B — Statement of Work

☐ Exhibit C — Fees, Tax, Expenses, and Invoice Schedule

☐ Exhibit D — Deliverables, Acceptance, and Change Schedule

☐ Exhibit E — IP, Confidentiality, Data, and Security Schedule

☐ Exhibit F — Personnel, Subcontractor, Insurance, and Risk Schedule

☐ Exhibit G — Dispute and Exit Schedule

☐ Additional signed Statements of Work

☐ Signed change orders

Unless a signed document expressly identifies an override, conflicts are
resolved in this order:

1. Signed regulated-service or data addendum for its subject
2. Signed change order
3. Exhibits C through G for their subjects

4. Signed Statement of Work for project scope, Deliverables, fees, dependencies,
   and stated overrides

5. This Agreement

6. Incorporated proposal only to the extent identified

An invoice, time entry, portal term, purchase order, email, or status report does
not amend this Agreement by itself.

4. DEFINITIONS

"Client Materials" means data, content, equipment, access, instructions,
designs, and other materials Client provides for the Services.

"Consultant Materials" means tools, templates, methods, software, know-how,
and materials Consultant developed independently of the Services or identifies
as background material in Exhibit E.

"Deliverable" means a specific work product identified in a Statement of
Work with an objective delivery and acceptance record.

"Services" means only the activities described in a signed Statement of
Work.

"Statement of Work" or "SOW" means a signed project schedule under this
Agreement.

5. SERVICES AND STATEMENTS OF WORK

No Service is authorized without a signed SOW identifying:

• Business objective and scope
• Activities and excluded activities
• Deliverables, formats, and objective acceptance criteria
• Milestones, schedule, and work locations
• Client and Consultant leads
• Staffing and key-person requirements
• Client and Consultant dependencies
• Required systems, data, access, tools, licenses, and approvals
• Fee model, budget, expenses, and invoice events
• Risks, assumptions, and change procedure

Each SOW is a separate project under this Agreement. Ending one SOW does not end
another unless the notice expressly says so.

Consultant shall promptly identify an ambiguity, dependency failure, safety
issue, conflict, or instruction reasonably likely to affect scope, schedule,
cost, quality, or compliance.

6. PERFORMANCE AND RESPONSIBILITIES

6.1 Consultant Responsibilities

Consultant shall:

• Perform the Services with the skill and care selected in the SOW
• Use personnel with the stated qualifications
• Maintain the licenses, tools, and approvals assigned to Consultant
• Follow the approved scope, security, site, and safety requirements
• Provide the reports, records, and notices in the SOW
• Avoid commitments on Client's behalf without written authority

6.2 Client Responsibilities

Client shall provide the decisions, information, access, personnel, systems,
materials, approvals, and dependencies assigned to Client in the SOW.

Consultant may rely on Client Materials only to the extent and under the review
assumptions stated in the SOW. Consultant shall notify Client of a material
inconsistency or omission it actually identifies.

6.3 Key Personnel

Consultant key personnel: [________________________________]

Client key personnel: [________________________________]

Replacement approval and transition: [________________________________]

6.4 No Authority

Consultant may not sign, purchase, hire, fire, direct Client employees, make a
public statement, bind Client, or represent itself as Client's agent unless a
signed authorization states the precise authority and period.

7. CHANGE CONTROL

Either Party may request a change. Before approval, the responding Party shall
state reasonably identifiable effects on scope, Deliverables, acceptance,
schedule, staffing, dependencies, fees, expenses, IP, data, security, and risk.

No requested change is effective until authorized representatives sign a change
order, except that the Parties may document an urgent safety or security action
after taking reasonable immediate protective steps.

Change approvers: [________________________________]

Emergency procedure: [________________________________]

Work-pause rights pending decision: [________________________________]

8. DELIVERABLES AND ACCEPTANCE

8.1 Delivery

For each Deliverable, Exhibit D shall identify version, format, repository,
delivery event, dependencies, and required supporting materials.

8.2 Review Period

Review period: [____] Business Days after [____________________________]

8.3 Decision

Client shall issue:

☐ Acceptance

☐ Conditional Acceptance with a signed punch list

☐ Deficiency Notice identifying each material failed criterion and evidence

Acceptance by silence or use applies only if selected:

☐ Client accepts if it does not timely decide after Consultant gives a written
expiration reminder and [____] additional days pass

☐ Productive use beyond [____] days constitutes Acceptance, excluding review,
testing, training, emergency, and mitigation use

8.4 Correction and Retest

Consultant shall correct an accepted deficiency within [____] days or the period
stated in Exhibit D. Retesting is limited to affected criteria unless the change
could affect other functions.

Maximum correction cycles: [____]

Long-stop date and remedy: [________________________________]

Acceptance does not waive a warranty, confidentiality, IP, data, or security
obligation that by its terms continues after Acceptance.

9. FEES, TAX, EXPENSES, AND PAYMENT

9.1 Fee Model

☐ Fixed fee

☐ Time and materials

☐ Retainer

☐ Milestone fee

☐ Success or contingent component after separate legal review

☐ Other: [________________________________]

Rates, roles, units, minimums, maximums, included work, and overage approvals are
stated in Exhibit C.

9.2 Invoice

Invoice frequency or event: [________________________________]

Required time, milestone, expense, and SOW support: [__________________]

Payment period: [____] days after [________________________________]

Client shall notify Consultant of a good-faith invoice dispute within [____]
days, state the disputed amount and basis, and timely pay undisputed amounts.

9.3 Expenses

☐ No reimbursable expenses

☐ Preapproved actual expenses with receipts

☐ Per diem or allowance stated in Exhibit C

Individual and aggregate approval thresholds: [________________________]

9.4 Tax Treatment

The Parties shall complete Exhibit C after transaction-specific tax review.

☐ Fees include identified taxes

☐ Identified taxes are separately stated

☐ Client will provide identified exemption or deduction documentation

☐ Each Party bears taxes imposed on its own income, property, personnel, and
operations

No worker, service, location, tax, certificate, deduction, or rate
classification is part of the Agreement unless Exhibit C states it.

9.5 Late Charge

☐ None

☐ Rate and calculation in Exhibit C after transaction-specific counsel review

10. PERSONNEL AND SUBCONTRACTORS

Consultant is responsible for selecting, directing, compensating, and supervising
its personnel except for Client site, security, safety, and deliverable
requirements expressly stated in the SOW.

Subcontracting:

☐ Not permitted

☐ Permitted for identified work with prior notice

☐ Requires prior written approval

Approved subcontractors: [________________________________]

Exhibit F shall state qualification, screening, confidentiality, IP, data,
security, insurance, location, and flow-down requirements. Consultant's
responsibility for subcontractor performance is selected in Exhibit F.

Client may request removal from Client systems or sites for a documented
security, safety, conduct, qualification, or performance reason. The Parties
shall address replacement cost and schedule effects under the change procedure.

11. INTELLECTUAL PROPERTY AND DELIVERABLE RIGHTS

11.1 Background Materials

Each Party retains its preexisting materials and rights. Exhibit E shall identify
Consultant Materials embedded in a Deliverable and Client Materials used for the
Services.

11.2 Deliverable Selection

For each Deliverable, select in Exhibit E:

☐ Client ownership by signed assignment

☐ Consultant ownership with a defined Client license

☐ Divided ownership by component

☐ No IP transfer; advisory report or service only

The schedule shall address drafts, source files, editable formats, inventions,
documentation, repositories, open-source and third-party items, generic skills,
reusable tools, attribution, and further assurances.

11.3 Client License to Consultant

Client grants Consultant only the limited rights in Client Materials needed to
perform the SOW. Consultant shall not reuse Client Materials or Client-specific
Deliverables for another person unless Exhibit E expressly permits it.

11.4 Feedback and Portfolio Use

☐ No portfolio, testimonial, logo, or public reference use

☐ Limited use under Exhibit E after written approval

12. CONFIDENTIALITY, DATA, AND SECURITY

"Confidential Information" means nonpublic commercial, financial, technical,
security, personnel, or operational information marked confidential or
reasonably understood to be confidential in context. It excludes information the
receiving Party can document was independently developed, rightfully known
without duty, rightfully received from another source, or public without breach.

The receiving Party shall use Confidential Information only for the Agreement,
protect it with at least reasonable care, and disclose it only to persons who
need it and are bound to protect it. A legally compelled disclosure may be made
after legally permitted notice and reasonable cooperation.

Ordinary confidentiality term: [____] years

Designated sensitive information term: [________________________________]

If Consultant receives, hosts, or can retrieve personal, regulated, production,
or security-sensitive data, the Parties shall complete Exhibit E and any needed
data-processing or security addendum before access. The schedule shall identify
data, roles, purposes, locations, access, controls, incidents, subprocessors,
retention, return, and deletion.

Return or deletion procedure: [________________________________]

13. CONFLICTS, ETHICS, AND COMPLIANCE

Consultant shall disclose an actual conflict or conflicting commitment it knows
would materially impair the Services or misuse Confidential Information.

Conflict check scope: [________________________________]

Competitor or customer restrictions approved after counsel review:
[________________________________]

This general form contains no noncompetition or nonsolicitation covenant. Any
such covenant requires a separate tailored addendum addressing the actual work,
people, locations, protectable interests, duration, scope, consideration,
termination path, and current law.

Exhibit F shall identify transaction-specific licensing, professional,
anti-corruption, export, sanctions, accessibility, privacy, security, records,
public-sector, and industry requirements and allocate responsibility.

14. WARRANTIES

14.1 Selected Express Warranties

Consultant warrants only the selected and completed promises:

☐ Services conform materially to the SOW standard

☐ Deliverables conform materially to objective acceptance criteria for [____]
days after Acceptance

☐ Consultant has the rights needed to grant the selected Deliverable rights

☐ Consultant holds the licenses identified in Exhibit F

☐ Other: [________________________________]

14.2 Warranty Remedy

For a timely supported claim, Consultant shall:

☐ Reperform

☐ Correct the Deliverable

☐ Refund the allocated fee after return or termination of the affected right

☐ Other: [________________________________]

Response and completion period: [________________________________]

14.3 Optional Disclaimer

☐ EXCEPT FOR THE EXPRESS WARRANTIES SELECTED IN THIS AGREEMENT, EACH PARTY
DISCLAIMS WARRANTIES NOT EXPRESSLY STATED, INCLUDING THE IMPLIED WARRANTY OF
MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,
TO THE EXTENT THE COMPLETED TRANSACTION PERMITS THAT DISCLAIMER.

15. INDEMNITY, LIABILITY, AND INSURANCE

15.1 Indemnity

No indemnity applies unless Exhibit F identifies indemnified persons, covered
third-party claims, required connection to conduct, exclusions, defense control,
counsel, notice, cooperation, settlement, costs, and relationship to limits.

☐ Consultant indemnity: [________________________________]

☐ Client indemnity: [________________________________]

☐ Mutual indemnity: [________________________________]

☐ No contractual indemnity

15.2 Liability Limit

☐ No contractual aggregate cap

☐ Aggregate cap of $[________________________________]

☐ Aggregate cap calculated as [________________________________]

Claims outside the cap: [________________________________]

15.3 Damage Categories

☐ No contractual exclusion

☐ Defined excluded categories: [________________________________]

Exceptions: [________________________________]

Exhibit F should address foreseeable losses material to the Services, including
reperformance, replacement consultant, delay, data restoration, security
response, regulatory response, and transition costs.

15.4 Insurance

Insurance does not expand or reduce contractual liability unless Exhibit F
expressly says so.

16. TERM, SUSPENSION, AND TERMINATION

16.1 Term

☐ Fixed term ending [__/__/____]

☐ Continues until terminated

☐ Renews under Exhibit G

16.2 Material Default

Payment cure period: [____] days

Other cure period: [____] days

No-cure events, if any: [________________________________]

16.3 Convenience Termination

☐ No convenience termination

☐ Client may terminate an SOW on [____] days' notice

☐ Either Party may terminate the Agreement on [____] days' notice

16.4 Work Suspension

Consultant may suspend only under the grounds, notice, cure, safety, security,
data-protection, and restoration rules in Exhibit G.

16.5 Exit

On expiration or termination, the Parties shall document completed and partial
work, fees, expenses, Client Materials, Deliverables, repositories, credentials,
data export and deletion, subcontractors, transition, and outstanding warranty
or security matters.

Transition assistance and rates: [________________________________]

17. EXCUSED DELAY

A Party is excused from a delayed nonpayment obligation only to the extent an
event beyond its reasonable control prevents performance despite reasonable
mitigation. The affected Party shall promptly identify the event, affected
obligation, mitigation, dependencies, and expected duration and provide updates.

Included events: [________________________________]

Excluded events: [________________________________]

Alternate staffing or continuity duties: [________________________________]

Long-stop termination period: [____] days

18. DISPUTE SCHEDULE

18.1 Governing Law

The Parties select North Dakota law, excluding its conflict-of-laws rules, except
to the extent a mandatory rule or valid conflict-of-laws analysis requires a
different result.

18.2 Escalation

Project leads shall meet within [____] days after written dispute notice. If
unresolved, executives with settlement authority shall meet within [____]
additional days. A Party may seek time-sensitive relief without completing
escalation.

18.3 Forum Option

☐ Courts located in [________________] County, North Dakota, subject to their
jurisdiction and any mandatory venue

☐ Nonexclusive court forum: [________________________________]

☐ Mediation followed by court litigation

☐ Counsel-approved arbitration addendum stating administrator, rules, seat,
arbitrator count, selection, scope, provisional relief, confidentiality, fees,
and award procedure

18.4 Jury Waiver

☐ No contractual jury waiver

☐ Separate counsel-approved jury-waiver addendum attached and initialed

18.5 Fees and Costs

☐ Each Party bears its own fees and costs except as otherwise required

☐ Defined prevailing-party provision in Exhibit G

19. GENERAL TERMS

19.1 Notices

Client Notice Contact: [________________________________]

Consultant Notice Contact: [________________________________]

Approved Methods and Effective Event: [________________________________]

19.2 Assignment

Neither Party may assign without the other Party's prior written consent, except
as expressly permitted here: [________________________________]. No assignment
releases the assigning Party unless the other Party expressly agrees in writing.

19.3 Independent Parties

The Parties are independent contracting parties. Neither may bind the other
except through express written authority. Nothing in this clause decides the
status of a person for every legal or benefit purpose.

19.4 Entire Agreement and Amendment

This Agreement and incorporated documents are the complete agreement about the
Services. An amendment must be in writing, identify the change, and be signed by
authorized representatives of both Parties.

19.5 Waiver and Severability

A waiver must be in writing and applies only to the stated instance. If a
provision cannot be enforced as written, the Parties request enforcement to the
maximum extent permitted consistent with their documented allocation; the
remaining provisions continue if the essential bargain remains workable.

19.6 Counterparts and Signature Method

☐ Wet ink

☐ Approved electronic-signature platform: [________________________________]

☐ Other authenticated method: [________________________________]

19.7 No Third-Party Beneficiary

This Agreement benefits only the Parties and permitted successors and assigns,
except for an indemnified person expressly identified in Exhibit F.

19.8 Survival

Accrued payment, confidentiality, data, IP, indemnity, liability allocation,
exit, dispute, and provisions intended by their nature to continue survive to
the extent stated in the applicable section.

20. SIGNATURES

Each signatory represents that the signatory is authorized to sign for the
identified Party.

Client

Legal Name: [________________________________]

By: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Consultant

Legal Name: [________________________________]

By: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A — ENGAGEMENT CLASSIFICATION AND OPERATING FACTS

Consultant Business and Other Clients: [________________________________]

Method, Schedule, and Staffing Control: [________________________________]

Client Direction and Integration: [________________________________]

Tools, Systems, Workspace, and Expenses: [____________________________]

Work Locations and Licenses: [________________________________]

Insurance and Tax Review: [________________________________]

Classification Reviewer and Date: [________________________________]

EXHIBIT B — STATEMENT OF WORK

SOW Number and Effective Date: [________________________________]

Objective and Scope: [________________________________]

Excluded Services: [________________________________]

Client Dependencies: [________________________________]

Consultant Dependencies: [________________________________]

Staffing, Locations, and Systems: [________________________________]

Assumptions and Risks: [________________________________]

EXHIBIT C — FEES, TAX, EXPENSES, AND INVOICE SCHEDULE

Fee Model and Rates: [________________________________]

Budget / Not-to-Exceed: [________________________________]

Invoice Events and Support: [________________________________]

Payment Terms: [________________________________]

Expenses and Approvals: [________________________________]

Tax Treatment and Advisor: [________________________________]

Late-Charge Selection: [________________________________]

EXHIBIT D — DELIVERABLES, ACCEPTANCE, AND CHANGE SCHEDULE

Delivery Format and Repository: [________________________________]

Acceptance Criteria and Evidence: [________________________________]

Review Period and Decision: [________________________________]

Correction and Retest: [________________________________]

Long-Stop and Remedy: [________________________________]

Change Approvers and Procedure: [________________________________]

EXHIBIT E — IP, CONFIDENTIALITY, DATA, AND SECURITY SCHEDULE

Consultant and Client Materials: [________________________________]

Deliverable Ownership / License: [________________________________]

Third-Party and Open-Source Items: [________________________________]

Confidentiality Terms: [________________________________]

Data Inventory, Roles, and Purposes: [________________________________]

Security, Incident, Return, and Deletion: [____________________________]

EXHIBIT F — PERSONNEL, SUBCONTRACTOR, INSURANCE, AND RISK SCHEDULE

Key Personnel and Replacement: [________________________________]

Approved Subcontractors and Flow-Downs: [_____________________________]

Licenses and Compliance Controls: [________________________________]

Insurance: [________________________________]

Indemnity: [________________________________]

Liability Limit and Damage Categories: [________________________________]

EXHIBIT G — DISPUTE AND EXIT SCHEDULE

Notice and Escalation: [________________________________]

Court / Mediation / Arbitration Selection: [__________________________]

Jury Waiver Addendum: [________________________________]

Fees and Costs: [________________________________]

Suspension and Termination: [________________________________]

Transition, Data, Materials, and Deliverables: [______________________]

End of template.