Consulting Services Agreement - New Hampshire

CONSULTING SERVICES AGREEMENT

State of New Hampshire

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: [________________________________]
Professional or Occupational License No. (if applicable): [________________________________]

(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 New Hampshire 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 New Hampshire Uniform Trade Secrets Act, RSA 350-B:1 et seq.

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 "Personal Information" means information as defined in RSA 359-C:19, including an individual's first name or first initial and last name in combination with certain data elements such as Social Security number, driver's license number, or financial account numbers.

1.9 "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.

1.10 "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.

1.11 "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.

1.12 "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, each of which shall be subject to the terms and conditions of this Agreement.

2.2 Standard of Performance. Consultant shall perform the Services:

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

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

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

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

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

(f) Free from material defects and errors.

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

2.4 Additional Services. Any services not specifically described in an executed Statement of Work that Client requests and Consultant agrees to perform shall be documented in either:

(a) A written amendment to the existing Statement of Work; or

(b) A new Statement of Work.

No additional services shall be performed, and no fees shall be due therefor, unless documented in writing and signed by authorized representatives of both Parties.

2.5 Consultant Personnel.

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

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

(c) Consultant may, with prior written consent of Client (which shall not be unreasonably withheld), engage subcontractors to perform portions of the Services, provided that:

• Consultant shall remain fully responsible for the performance and conduct of such subcontractors;
• Subcontractors shall be bound by confidentiality and intellectual property provisions at least as restrictive as those in this Agreement;
• Consultant shall ensure subcontractors comply with all terms of this Agreement.

2.6 Client Cooperation and Responsibilities. Client shall:

(a) Provide Consultant with reasonable and timely access to Client's personnel, facilities, systems, information, data, and resources as reasonably necessary for Consultant to perform the Services;

(b) Designate a representative to serve as the primary point of contact for communications with Consultant regarding the Services;

(c) Provide timely decisions, approvals, and feedback as required under the applicable Statement of Work;

(d) Ensure that all information and materials provided to Consultant are accurate and complete;

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

2.7 Change Orders. Either Party may request changes to the scope, schedule, or other aspects of the Services by submitting a written change order request to the other Party. No change to the Services shall be effective unless documented in a written Change Order signed by authorized representatives of both Parties.

2.8 Project Management. Unless otherwise specified in the Statement of Work, Consultant shall:

(a) Provide regular status reports to Client at intervals specified in the Statement of Work;

(b) Promptly notify Client of any issues, delays, or circumstances that may affect the timely or successful completion of the Services;

(c) Participate in project meetings as reasonably requested by Client.

ARTICLE 3: TERM AND TERMINATION

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

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

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

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

3.3 Termination for Convenience.

(a) Either Party may terminate this Agreement or any Statement of Work for any reason or no reason upon [____] days' prior written notice to the other Party.

(b) Upon termination for convenience by Client, Client shall pay Consultant for:

• All Services satisfactorily performed through the effective date of termination;
• All non-cancelable expenses properly incurred prior to receipt of termination notice;
• Pro-rata portion of any prepaid fixed fees for work completed.

3.4 Termination for Cause. Either Party may terminate this Agreement or any Statement of Work immediately upon written notice to the other Party if:

(a) The other Party commits a material breach of any provision of this Agreement or the applicable Statement of Work and fails to cure such breach within [____] days after receipt of written notice specifying the nature of the breach in reasonable detail;

(b) The other Party commits a material breach that by its nature cannot be cured;

(c) The other Party becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, has a receiver or trustee appointed for a substantial portion of its assets, or ceases to conduct business in the normal course;

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

3.5 Termination for Non-Payment. Consultant may terminate this Agreement or any Statement of Work upon [____] days' written notice if Client fails to pay any undisputed amount when due and such failure continues for [____] days after written notice thereof.

3.6 Effect of Termination. Upon termination or expiration of this Agreement for any reason:

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

(b) Consultant shall deliver to Client within [____] days:

• All completed Deliverables and Work Product;
• All partially completed Deliverables and Work Product in their then-current state;
• All Client materials, data, and Confidential Information in Consultant's possession or control;
• A final accounting of all time spent and expenses incurred;

(c) Client shall pay Consultant for all Services satisfactorily performed and expenses properly incurred through the effective date of termination, less any amounts previously paid;

(d) All provisions of this Agreement that by their nature should survive termination shall survive, including Articles 5, 6, 7, 8, 9, 10, and 15.

3.7 Survival. The following provisions shall survive any termination or expiration: Article 1 (Definitions), Article 5 (Confidentiality), Article 6 (Intellectual Property), Article 7 (Representations and Warranties), Article 8 (Indemnification), Article 9 (Limitation of Liability), Article 10 (Restrictive Covenants), Article 12 (Insurance), Article 14 (Dispute Resolution), and Article 15 (General Provisions).

ARTICLE 4: COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Consultant for the Services in accordance with the fee structure set forth in the applicable Statement of Work:

☐ Fixed Fee: A total fixed fee of $[________________] for the Services described in the SOW.

☐ Time and Materials: Based on Consultant's actual hours at the following rates:

• [Role/Title]: $[____] per hour
• [Role/Title]: $[____] per hour
• [Role/Title]: $[____] per hour
• Not-to-exceed amount: $[________________] (if applicable)

☐ Retainer: A monthly retainer of $[________________] for up to [____] hours per month.

• Additional hours beyond retainer: $[____] per hour
• Unused hours: ☐ Roll over ☐ Do not roll over

☐ Milestone-Based: Payments tied to the completion and acceptance of milestones as set forth in the SOW.

☐ Other: [________________________________]

4.2 Invoicing. Consultant shall submit invoices to Client:

☐ Monthly, within [____] days after the end of each calendar month
☐ Upon completion of milestones as set forth in the SOW
☐ Other: [________________________________]

Each invoice shall include: (a) a description of Services performed during the billing period; (b) hours worked (if time-based); (c) applicable rates; (d) itemized expenses with receipts; (e) the total amount due; and (f) the SOW to which the invoice relates.

4.3 Payment Terms. Client shall pay each undisputed invoice within [____] days of receipt (the "Payment Period"). Payment shall be made by:

☐ Check ☐ ACH/Wire Transfer ☐ Credit Card ☐ Other: [________________]

4.4 Late Payment Interest. Select one for undisputed amounts not paid within the Payment Period:

☐ Written Agreed Rate: [____]% per annum, subject to applicable law.

☐ RSA 336:1(I) Default: For a covered business transaction, 10% annually unless the Parties otherwise agree in writing. RSA 336:1(I) excludes consumer credit transactions; counsel must confirm that this engagement is a covered business transaction.

4.5 Expenses. Client shall reimburse Consultant for reasonable, pre-approved, out-of-pocket expenses incurred in performing the Services, including:

☐ Travel expenses (airfare, mileage at IRS rate, lodging, meals)
☐ Materials and supplies
☐ Third-party vendor costs
☐ Other: [________________________________]

All expenses exceeding $[________________] individually, or $[________________] in the aggregate per month, require Client's prior written approval.

4.6 Taxes. Each Party is responsible for taxes legally imposed on that Party. Consultant shall provide a completed IRS Form W-9 or other required tax documentation. The Parties shall not rely on this Agreement alone to determine worker classification, withholding, information-reporting, or New Hampshire business-tax obligations.

4.7 Disputed Invoices. If Client disputes any portion of an invoice, Client shall:

(a) Pay the undisputed portion in accordance with Section 4.3;

(b) Provide Consultant with a detailed written explanation of the disputed amount within [____] days of receipt of the invoice;

(c) The Parties shall negotiate in good faith to resolve the dispute.

ARTICLE 5: CONFIDENTIALITY AND DATA PROTECTION

5.1 Confidentiality Obligations. During the term of this Agreement and for a period of [____] years following termination or expiration, each Party (the "Receiving Party") shall:

(a) Hold in strict confidence all Confidential Information of the other Party (the "Disclosing Party");

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

(c) Use Confidential Information solely for the purposes of performing or receiving the Services under this Agreement;

(d) Limit access to Confidential Information to those employees, agents, and subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein;

(e) Protect Confidential Information using at least the same degree of care as the Receiving Party uses to protect its own confidential information of similar nature and importance, but in no event less than reasonable care.

5.2 Exclusions. Confidential Information shall not include information that:

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

(b) Was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party;

(c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;

(d) Is rightfully received from a third party without restriction on disclosure;

(e) Is required to be disclosed by law, regulation, court order, or governmental authority, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in any effort to obtain protective treatment.

5.3 Trade Secrets — New Hampshire Uniform Trade Secrets Act (NHUTSA). Both Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined in RSA 350-B:1. A trade secret under New Hampshire law means information, including a formula, pattern, compilation, program, device, method, technique, or process, that:

(a) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and

(b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

Misappropriation of trade secrets under the NHUTSA may support injunctive relief (RSA 350-B:2) and damages including actual loss and unjust enrichment (RSA 350-B:3). RSA 350-B:4 permits attorney's fees for a bad-faith misappropriation claim, a bad-faith motion concerning termination of an injunction, or willful and malicious misappropriation. The statute of limitations is three years under RSA 350-B:6.

5.4 Return of Confidential Information. Upon termination or expiration of this Agreement, or upon request of the Disclosing Party, the Receiving Party shall promptly:

(a) Return or destroy all Confidential Information of the Disclosing Party;

(b) Certify in writing that all such Confidential Information has been returned or destroyed;

(c) Notwithstanding the foregoing, the Receiving Party may retain copies as required by law, regulation, or its document retention policies, provided such retained copies remain subject to the confidentiality obligations herein.

5.5 Data Breach Notification — New Hampshire Law (RSA 359-C:19 through 359-C:21). In the event of a security breach involving Personal Information as defined in RSA 359-C:19, the responsible Party shall:

(a) Notify the other Party within twenty-four (24) hours of discovery. This is a negotiated contractual deadline, not a statement of the statutory deadline;

(b) Determine whether it owns or licenses the affected information or instead maintains it for another. Under RSA 359-C:20, I, an owner or licensee must assess the likelihood of misuse and, when misuse occurred, is reasonably likely, or cannot be determined, notify affected individuals as soon as possible; a maintainer must notify and cooperate with the owner or licensee immediately after discovery when an unauthorized person acquired the information;

(c) When RSA 359-C:20 requires regulator notice from the owner or licensee, notify the regulator with primary regulatory authority or, for other covered persons, the New Hampshire Attorney General's office;

(d) Include in the notice at minimum: a description of the incident, the approximate date of the breach, the type of personal information involved, and telephonic contact information of the notifying person;

(e) Provide all reasonable cooperation in investigating and remedying the breach;

(f) Bear the costs of notification and remediation to the extent the breach resulted from such Party's negligence or failure to comply with its obligations under this Agreement.

5.6 Data Security Standards. Each Party handling Personal Information shall implement and maintain reasonable safeguards appropriate to the information and the Services. The Statement of Work should identify any required security framework, audit, encryption, retention, or incident-response controls.

ARTICLE 6: INTELLECTUAL PROPERTY

6.1 Work Product Ownership. Select one:

☐ Option A — Client Ownership: All Work Product shall be considered "work made for hire" to the maximum extent permitted under applicable law. To the extent any Work Product does not qualify as work made for hire, Consultant hereby irrevocably assigns to Client all right, title, and interest in and to such Work Product, including all Intellectual Property Rights therein.

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

☐ Option C — Joint Ownership: The Parties shall jointly own all Work Product created under this Agreement, with each Party having the right to use such Work Product without accounting to the other.

6.2 Pre-Existing Materials. Consultant retains all right, title, and interest in and to the Pre-Existing Materials. To the extent any Pre-Existing Materials are incorporated into the Deliverables, Consultant hereby grants to Client a perpetual, irrevocable, non-exclusive, royalty-free license to use such Pre-Existing Materials solely as part of and in connection with the Deliverables.

6.3 Assignment Assistance. Consultant shall, at Client's request and expense, execute all documents and take all actions reasonably necessary to perfect, register, or enforce Client's Intellectual Property Rights in the Work Product.

6.4 Client Materials. Client retains all right, title, and interest in and to all materials, data, information, and other content provided by Client to Consultant in connection with the Services. Client grants Consultant a limited, non-exclusive, non-transferable license to use Client Materials solely for the purpose of performing the Services.

6.5 No Other Rights. Except as expressly set forth in this Agreement, neither Party grants the other any rights in or to its Intellectual Property.

ARTICLE 7: REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations and Warranties. Each Party represents and warrants that:

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

(b) It has the full power and authority to enter into and perform its obligations under this Agreement;

(c) The execution and performance of this Agreement do not conflict with any other agreement to which it is a party;

(d) It shall comply with all applicable federal, state (including the State of New Hampshire), and local laws, rules, regulations, and ordinances.

7.2 Consultant Representations and Warranties. Consultant further represents and warrants that:

(a) The Services shall be performed in a professional and workmanlike manner in accordance with the highest industry standards;

(b) The Deliverables shall conform to the specifications and requirements set forth in the applicable Statement of Work;

(c) The Deliverables and Work Product shall be original works of Consultant and shall not infringe, misappropriate, or violate the Intellectual Property Rights or other rights of any third party;

(d) Consultant possesses all necessary licenses, permits, certifications, and qualifications required to perform the Services in the State of New Hampshire;

(e) Consultant has not entered into any agreement that would conflict with its obligations under this Agreement;

(f) Consultant shall perform the Services in compliance with all applicable anti-corruption, anti-bribery, and anti-money laundering laws.

7.3 Warranty Period. Consultant warrants that the Deliverables shall conform to the applicable specifications for a period of [____] days following acceptance by Client. During this period, Consultant shall, at no additional cost to Client, correct any material errors or deficiencies.

7.4 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

ARTICLE 8: INDEMNIFICATION

8.1 Indemnification by Consultant. Consultant shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

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

(b) Any negligent act, omission, or willful misconduct by Consultant or its personnel in connection with the Services;

(c) Any claim that the Deliverables or Work Product infringe, misappropriate, or violate the Intellectual Property Rights or other rights of any third party;

(d) Any failure by Consultant to comply with applicable laws or regulations, including New Hampshire law;

(e) Any personal injury or property damage caused by Consultant or its personnel;

(f) Any claim by any governmental authority or third party that Consultant or its personnel are employees rather than independent contractors.

8.2 Indemnification by Client. Client shall indemnify, defend, and hold harmless Consultant and its officers, directors, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

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

(b) Any negligent act, omission, or willful misconduct by Client or its personnel;

(c) Any claim arising from Client's use of the Deliverables in a manner not authorized by this Agreement;

(d) Client Materials infringing, misappropriating, or violating the rights of any third party.

8.3 Indemnification Procedure. The indemnified Party shall:

(a) Provide prompt written notice to the indemnifying Party of any claim;

(b) Grant the indemnifying Party sole control of the defense and settlement;

(c) Provide reasonable cooperation at the indemnifying Party's expense;

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

ARTICLE 9: LIMITATION OF LIABILITY

9.1 Limitation Cap. EXCEPT FOR OBLIGATIONS UNDER ARTICLES 5 (CONFIDENTIALITY), 6 (INTELLECTUAL PROPERTY), 8 (INDEMNIFICATION), AND CLAIMS ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, NEITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED:

☐ The total fees paid or payable under this Agreement during the [____]-month period preceding the claim
☐ $[________________]
☐ Other: [________________________________]

9.2 Exclusion of Consequential Damages. EXCEPT FOR BREACHES OF ARTICLE 5 (CONFIDENTIALITY), ARTICLE 6 (INTELLECTUAL PROPERTY), OR CLAIMS ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

9.3 Applicable-Law Review. The selected cap, exclusions, carveouts, and insured obligations must be reviewed for the particular Services and applicable law. Nothing in this Article limits liability that cannot lawfully be limited.

ARTICLE 10: OPTIONAL RESTRICTIVE COVENANTS

10.1 Selection and Separate Review. No non-competition covenant is created by this template. A non-competition, customer non-solicitation, or worker non-solicitation covenant should be added only through a separately reviewed rider identifying the protected interest, restricted conduct, duration, territory if any, consideration, covered relationships, and required exclusions.

☐ No restrictive-covenant rider applies.

☐ A restrictive-covenant rider reviewed by New Hampshire counsel is attached as Exhibit [____].

10.2 Confidentiality Is Separate. Article 5 governs Confidential Information and trade secrets independently of whether a restrictive-covenant rider is selected.

10.3 Remedies. A Party may seek only the damages, injunctive relief, and other remedies available under the Agreement and applicable law. This section does not waive any required proof, defense, or equitable prerequisite.

ARTICLE 11: INDEPENDENT CONTRACTOR STATUS — NEW HAMPSHIRE CLASSIFICATION

11.1 Independent Contractor Relationship. The Parties intend and agree that Consultant is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the Parties.

11.2 New Hampshire Seven-Criteria Test (RSA 281-A:2, VI(b)(1)). For private workers' compensation, a paid service provider within RSA 281-A:2, VI(b)(1) is presumed to be an employee unless the presumption is rebutted by proof that the individual meets all seven criteria below. The Parties should select only statements that are true in practice:

(a) Consultant possesses or has applied for a federal employer identification number or Social Security number, or has agreed to carry out the responsibilities imposed on employers under RSA 281-A;

(b) Consultant has control and discretion over the means and manner of performing the Services, subject only to the results to be achieved;

(c) Consultant has control over the time the Services are performed, and the schedule is mutually agreed upon rather than dictated by Client;

(d) Consultant hires and pays its own assistants, if any, and supervises the details of work performed by such assistants;

(e) Consultant holds itself out to be in business for itself or is registered with the State as a business, and has continuing or recurring business liabilities or obligations;

(f) Consultant is responsible for satisfactory completion of the Services and may be held contractually responsible for failure to complete them; and

(g) Consultant is not required to work exclusively for Client.

Written-Agreement Evidence: Under RSA 281-A:2, VI(c), a written agreement signed on or about the engagement date that describes the services and affirms performance under all seven criteria is prima facie evidence that the criteria are met. The writing is evidence, not a substitute for actual working conditions. Each Party shall promptly disclose any practice inconsistent with the selected statements.

11.3 Workers' Compensation. Each Party shall maintain workers' compensation coverage or documented exemption to the extent legally required for that Party and its personnel. This Agreement alone does not determine whether Consultant or any worker is covered by Client's policy.

11.4 Tax and Reporting. Each Party shall perform the withholding, payment, and information-reporting duties legally assigned to that Party after applying the correct classification. No label in this Agreement overrides applicable classification law.

11.5 Reclassification. If an authority challenges the classification, the Parties shall cooperate and preserve relevant records. Responsibility for resulting amounts shall be determined by applicable law and the Parties' actual conduct, not solely by the label used in this Agreement.

ARTICLE 12: INSURANCE

12.1 Required Insurance. During the term of this Agreement and for a period of [____] years thereafter, Consultant shall maintain, at its own expense, the following insurance coverages:

(a) Commercial General Liability: $[________________] per occurrence / $[________________] aggregate;

(b) Professional Liability (Errors & Omissions): $[________________] per occurrence / $[________________] aggregate;

(c) Cyber Liability / Data Breach Insurance: $[________________] per occurrence (if handling Personal Information);

(d) Workers' Compensation: As required by New Hampshire law (RSA 281-A), or evidence of exemption;

(e) Commercial Automobile Liability: $[________________] per occurrence (if applicable);

(f) Umbrella/Excess Liability: $[________________] (if applicable).

12.2 Insurance Requirements. All insurance policies shall:

(a) Be issued by insurers licensed in the State of New Hampshire with a minimum A.M. Best rating of A-VII or equivalent;

(b) Name Client as an additional insured on the Commercial General Liability and Umbrella policies;

(c) Provide for thirty (30) days' prior written notice to Client of cancellation or material change;

(d) Be primary and non-contributory with respect to any insurance maintained by Client.

12.3 Certificates of Insurance. Consultant shall provide Client with certificates of insurance evidencing the required coverage prior to commencing the Services and upon each renewal.

ARTICLE 13: NEW HAMPSHIRE EXECUTION AND COMPLIANCE

13.1 Electronic Transactions. Under RSA 294-E:5, the Act applies only when each Party has agreed to conduct the transaction electronically. Subject to the Act's scope, exclusions, and other applicable law, RSA 294-E:7 provides that a record, signature, or contract may not be denied legal effect solely because it is electronic. The Parties agree that this Agreement and related records may be signed and delivered electronically.

13.2 Licensing and Regulated Services. Before work begins, Consultant shall identify any license, permit, registration, regulated-profession rule, or client-specific approval applicable to the Services and provide evidence reasonably requested by Client.

13.3 Public-Entity or Regulated Data. If either Party is a public entity or the Services involve regulated records, the Statement of Work must identify applicable disclosure, retention, security, and confidentiality requirements. A confidentiality label does not itself override mandatory law.

13.4 Subcontractors. Consultant shall use a written subcontract that allocates scope, payment, confidentiality, intellectual property, security, insurance, and compliance obligations consistently with this Agreement.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Negotiation. The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation between senior representatives of each Party for a period of [____] days.

14.2 Mediation. If the dispute is not resolved through negotiation, the Parties shall submit the dispute to mediation administered by:

☐ The American Arbitration Association (AAA) under its Commercial Mediation Procedures
☐ A mutually agreed mediator licensed in New Hampshire
☐ Other: [________________________________]

14.3 Arbitration (if selected). ☐ If mediation is unsuccessful, the dispute shall be resolved by binding arbitration:

(a) Administered by: ☐ AAA ☐ JAMS ☐ Other: [________________]

(b) Under the rules of: [________________________________]

(c) Conducted in [________________], New Hampshire

(d) Before [____] arbitrator(s)

(e) The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction in the State of New Hampshire.

14.4 Litigation (if arbitration not selected). ☐ Any dispute not resolved through negotiation and mediation shall be submitted to the exclusive jurisdiction of the state and federal courts located in [________________] County, New Hampshire. The Parties hereby consent to personal jurisdiction in such courts.

14.5 Attorneys' Fees. The prevailing Party in any dispute arising under this Agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

14.6 Equitable Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from any court of competent jurisdiction without first engaging in negotiation, mediation, or arbitration, where necessary to prevent irreparable harm.

14.7 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY NEW HAMPSHIRE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

ARTICLE 15: GENERAL PROVISIONS

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

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

15.3 Amendments. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties.

15.4 Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.

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

15.6 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered:

(a) Upon personal delivery;
(b) One (1) Business Day after deposit with a nationally recognized overnight courier;
(c) Three (3) Business Days after deposit in the United States mail, certified, return receipt requested, postage prepaid;
(d) Upon transmission if sent by email with confirmation of receipt.

Notices shall be sent to the addresses set forth in the preamble of this Agreement or to such other address as a Party may designate in writing.

15.7 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations under this Agreement.

15.8 Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, epidemic, fire, flood, earthquake, natural disaster, government actions, or other force majeure events, provided the affected Party promptly notifies the other Party and uses reasonable efforts to mitigate the delay.

15.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. The Parties consent to electronic execution subject to Article 13 and applicable law.

15.10 Headings. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

15.11 Relationship of the Parties. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, or employment relationship between the Parties.

15.12 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns.

15.13 Construction. This Agreement shall not be construed more strictly against either Party regardless of which Party was principally responsible for its drafting.

EXECUTION

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

CLIENT:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CONSULTANT:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT A: STATEMENT OF WORK (SOW)

SOW Number: [____]
SOW Effective Date: [__/__/____]
Reference Agreement Date: [__/__/____]

1. Project Description

[________________________________]

2. Scope of Services

[________________________________]

3. Deliverables

4. Timeline and Milestones

5. Fees and Payment Schedule

Fee Structure: ☐ Fixed Fee ☐ Time & Materials ☐ Retainer ☐ Milestone-Based

Total SOW Value: $[________________]

6. Key Personnel

7. Client Responsibilities

[________________________________]

8. Assumptions and Dependencies

[________________________________]

9. Acceptance Criteria and Process

[________________________________]

10. Special Terms Applicable to This SOW

[________________________________]

SOW SIGNATURES:

CLIENT:
Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CONSULTANT:
Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXECUTION CHECKLIST

☐ All bracketed fields completed with appropriate information
☐ Fee structure selected and amounts filled in (Article 4)
☐ IP ownership option selected (Article 6)
☐ Renewal option selected (Article 3)
☐ Dispute resolution method selected (Article 14)
☐ Insurance amounts specified (Article 12)
☐ Liability cap selected and amount specified (Article 9)
☐ Restrictive-covenant rider omitted or separately reviewed and attached (Article 10)
☐ Confidentiality period specified (Article 5)
☐ Statement of Work (Exhibit A) completed and attached
☐ Seven independent-contractor criteria accurately addressed in practice (Article 11)
☐ IRS Form W-9 collected from Consultant
☐ Certificates of insurance obtained
☐ Tax, withholding, reporting, and business-tax obligations separately reviewed
☐ Review by New Hampshire-licensed attorney completed
☐ Both Parties have executed the Agreement and SOW

This Consulting Services Agreement template is provided for informational and educational purposes only. It does not constitute legal advice and should not be relied upon as such. This template must be reviewed, customized, and approved by a qualified attorney licensed in the State of New Hampshire before execution. Laws and regulations change frequently; verify all statutory citations are current at the time of use. Use of this template is at your own risk.

New Hampshire Statutory References:

• RSA Chapter 336 — Interest
• RSA Chapter 350-B — Uniform Trade Secrets Act
• RSA Chapter 281-A — Workers' Compensation; classification at RSA 281-A:2
• RSA Chapter 359-C — Security-breach provisions at RSA 359-C:19 through 359-C:21
• RSA Chapter 294-E — Uniform Electronic Transactions Act