Consulting Services Agreement

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CONSULTING SERVICES AGREEMENT

State of New Jersey

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: [________________________________]
New Jersey Business Registration Certificate No.: [________________________________]

(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, and acknowledge that New Jersey applies the ABC test (N.J.S.A. § 43:21-19) to determine worker classification; and

WHEREAS, the Parties acknowledge the heightened compliance obligations under New Jersey employment and consumer protection law;

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 Jersey 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 Jersey Trade Secrets Act, N.J.S.A. § 56:15-1 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 N.J.S.A. § 56:8-161, including an individual's first name or first initial and last name linked with certain data elements such as Social Security number, driver's license number, or account number with any required security code, access code, or password, in a form that is not encrypted or not redacted.

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;

(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 Jersey; 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;
Consultant shall properly classify all subcontractors under New Jersey's ABC test.

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;

(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;

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.

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 — New Jersey Statutory Rate. Any undisputed amounts not paid within the Payment Period shall bear interest at the agreed rate specified below. Pursuant to N.J.S.A. § 31:1-1, the legal rate of interest in New Jersey is six percent (6%) per annum when not otherwise agreed by the parties. Parties may agree in a written contract to a higher rate, up to a maximum of sixteen percent (16%) for loans and forbearances; rates exceeding thirty percent (30%) per annum may constitute criminal usury under N.J.S.A. § 2C:21-19.

NEW JERSEY INTEREST NOTICE: The default legal rate is 6% per annum (N.J.S.A. § 31:1-1). For business-to-business transactions, the parties may agree to a higher contractual rate. Criminal usury under N.J.S.A. § 2C:21-19 applies to rates exceeding 30% per annum.

Agreed Late Payment Rate: [____]% per annum (not to exceed applicable limits)

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.

(a) Consultant shall be solely responsible for the payment of all federal, state, and local taxes arising from the compensation paid under this Agreement, including but not limited to income taxes, self-employment taxes, and estimated tax payments.

(b) New Jersey Tax Considerations:

(i) State Income Tax: New Jersey imposes a graduated income tax on individuals earning income from New Jersey sources. Consultant is responsible for filing and paying applicable New Jersey income tax on consulting income.

(ii) Corporation Business Tax (CBT): If Consultant is a corporation or LLC taxed as a corporation, Consultant may be subject to the New Jersey Corporation Business Tax (N.J.S.A. § 54:10A-1 et seq.).

(iii) BAIT Election: Pursuant to N.J.S.A. § 54A:12-1 et seq., pass-through entities may elect the Business Alternative Income Tax (BAIT), which allows the entity to pay New Jersey income tax at the entity level, providing a federal deduction that may circumvent the SALT cap. Consultant should consult with a tax professional regarding potential BAIT election benefits.

(iv) Sales Tax: New Jersey imposes a 6.625% sales tax (N.J.S.A. § 54:32B-1 et seq.). Professional consulting services are generally not subject to sales tax, but information services and certain specified digital products may be taxable. Consultant should verify the tax treatment of the specific services provided.

(v) Business Registration: Consultant must hold a valid New Jersey Business Registration Certificate if conducting business in New Jersey, as required by N.J.S.A. § 52:32-44.

(c) Client shall not withhold any taxes from payments to Consultant, and Consultant shall indemnify Client against any tax liability arising from Consultant's failure to pay applicable taxes.

(d) Each Party shall provide the other with any tax forms or documentation reasonably requested, including IRS Form W-9.

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;

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;

(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 Jersey Trade Secrets Act (NJTSA). Both Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined in N.J.S.A. § 56:15-2. A trade secret under New Jersey law means information, held by one or more persons, without regard to form, including a formula, pattern, business data compilation, program, device, method, technique, design, diagram, drawing, invention, plan, procedure, prototype, 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 NJTSA subjects the misappropriating party to injunctive relief (N.J.S.A. § 56:15-3), damages including actual loss and unjust enrichment (N.J.S.A. § 56:15-4), and attorney's fees in cases of willful and malicious misappropriation (N.J.S.A. § 56:15-5). The statute of limitations is three (3) years under N.J.S.A. § 56:15-6.

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 or regulation, provided such retained copies remain subject to the confidentiality obligations herein.

5.5 Data Breach Notification — New Jersey Law (N.J.S.A. § 56:8-163). In the event of a security breach involving Personal Information as defined in N.J.S.A. § 56:8-161, the responsible Party shall:

(a) Notify the other Party within twenty-four (24) hours of discovery of the breach;

(b) Comply with all notification requirements under N.J.S.A. § 56:8-163, including disclosure to affected New Jersey residents in the most expedient time possible and without unreasonable delay;

(c) If the breach is determined unlikely to result in misuse of Personal Information, document such determination in writing and retain the documentation for five (5) years as required by N.J.S.A. § 56:8-163;

(d) If more than 1,000 New Jersey residents are affected, notify all nationwide consumer reporting agencies without unreasonable delay;

(e) Notify the New Jersey Division of Consumer Affairs in the New Jersey Attorney General's Office as required;

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

(g) 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.

NEW JERSEY CONSUMER FRAUD ACT WARNING: Violations of New Jersey's data breach notification requirements may also constitute unfair or deceptive practices under the New Jersey Consumer Fraud Act (N.J.S.A. § 56:8-1 et seq.), potentially exposing the violating party to treble damages and attorney's fees.

5.6 Data Security Standards. Each Party handling Personal Information shall implement and maintain reasonable security measures appropriate to the nature of the information, consistent with N.J.S.A. § 56:8-163 and applicable industry standards.

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. 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;

(d) It shall comply with all applicable federal, state (including the State of New Jersey), 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 Jersey, including a valid Business Registration Certificate;

(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;

(g) Consultant is an independently established business or trade, consistent with the requirements of New Jersey's ABC test.

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 correct any material errors or deficiencies at no additional cost.

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;

(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 Jersey 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, including claims for unpaid taxes, unemployment insurance contributions, temporary disability insurance contributions, workers' compensation premiums, benefits, or penalties;

(g) Any claim under the New Jersey Consumer Fraud Act (N.J.S.A. § 56:8-1 et seq.) arising from Consultant's acts or omissions.

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;

(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;

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

8.4 New Jersey Consumer Fraud Act — Treble Damages Risk. The Parties acknowledge that the New Jersey Consumer Fraud Act (N.J.S.A. § 56:8-1 et seq.) imposes liability for unconscionable commercial practices, deception, fraud, or misrepresentation in connection with the sale or advertisement of merchandise or services. Successful plaintiffs may recover treble damages (three times actual damages) plus reasonable attorneys' fees and costs. Both Parties shall conduct all activities under this Agreement in a manner that avoids triggering CFA liability.

ARTICLE 9: LIMITATION OF LIABILITY

9.1 Limitation Cap. EXCEPT FOR OBLIGATIONS UNDER ARTICLES 5 (CONFIDENTIALITY), 6 (INTELLECTUAL PROPERTY), 8 (INDEMNIFICATION), CLAIMS ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, AND CLAIMS UNDER THE NEW JERSEY CONSUMER FRAUD ACT, 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, ARTICLE 6, CLAIMS ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, AND CLAIMS UNDER THE NEW JERSEY CONSUMER FRAUD ACT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY.

9.3 New Jersey Law Considerations. Nothing in this Article 9 shall be construed to limit liability in a manner prohibited by New Jersey law. New Jersey courts apply principles of unconscionability and public policy. The New Jersey Consumer Fraud Act provides for treble damages and attorney's fees that cannot be waived by contract. The New Jersey Law Against Discrimination (N.J.S.A. § 10:5-1 et seq.) remedies also cannot be limited by contract.

ARTICLE 10: RESTRICTIVE COVENANTS — NEW JERSEY PROVISIONS

10.1 Non-Compete Covenants — New Jersey Enforceability. New Jersey courts will enforce reasonable non-compete agreements that protect legitimate business interests. However, non-competes are disfavored and are strictly construed. To be enforceable under New Jersey law, a restrictive covenant must:

(a) Protect a legitimate business interest (e.g., trade secrets, confidential information, customer relationships, or specialized training);

(b) Not impose an undue hardship on the restricted party;

(d) Be reasonable in scope, duration, and geographic limitation.

NEW JERSEY NON-COMPETE NOTICE: New Jersey courts apply a three-part reasonableness test derived from Solari Industries, Inc. v. Malady (55 N.J. 571 (1970)) and Whitmyer Bros., Inc. v. Doyle (58 N.J. 25 (1971)). Courts may reform overly broad covenants rather than void them entirely.

10.2 Non-Competition (if applicable). ☐ Select if applicable:

During the term of this Agreement and for a period of [____] months following termination or expiration, Consultant shall not, directly or indirectly, within the following geographic area: [________________________________], engage in any business or provide services that are substantially similar to the Services provided under this Agreement to any:

☐ Direct competitor of Client identified in Exhibit [____]
☐ Business operating in the same industry as Client
☐ Other: [________________________________]

10.3 Non-Solicitation of Clients. During the term of this Agreement and for a period of [____] months following termination, Consultant shall not directly or indirectly solicit any clients of Client with whom Consultant had material contact during the performance of Services, for the purpose of providing substantially similar services.

10.4 Non-Solicitation of Employees. During the term of this Agreement and for a period of [____] months following termination, neither Party shall directly solicit or recruit any employee of the other Party who was involved in the Services under this Agreement, without the other Party's prior written consent.

10.5 Non-Disclosure. The Parties' obligations regarding Confidential Information and trade secrets as set forth in Article 5 constitute a separate and independent covenant enforceable under the NJTSA (N.J.S.A. § 56:15-1 et seq.).

10.6 Reformation. The Parties agree that if any court of competent jurisdiction in New Jersey determines that any restrictive covenant in this Article 10 is unreasonable, such court may reform the provision to the minimum extent necessary to make it enforceable.

10.7 Remedies. In the event of a breach or threatened breach of the restrictive covenants, the non-breaching Party shall be entitled to seek:

(a) Injunctive relief without the necessity of proving actual damages or posting a bond;

(b) Monetary damages;

ARTICLE 11: INDEPENDENT CONTRACTOR STATUS — NEW JERSEY ABC TEST

CRITICAL NEW JERSEY COMPLIANCE NOTICE: New Jersey applies one of the strictest independent contractor classification tests in the nation — the "ABC test" under N.J.S.A. § 43:21-19. Under this test, services are presumed to be employment unless ALL THREE prongs are satisfied. Misclassification can result in liability for unpaid taxes, unemployment insurance, temporary disability insurance, workers' compensation, and penalties. In 2025, the New Jersey Department of Labor proposed additional regulatory clarification of the ABC test (N.J.A.C. 12:11). Both Parties should consult with New Jersey employment counsel to confirm proper 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.

11.2 New Jersey ABC Test (N.J.S.A. § 43:21-19). Under the ABC test, services performed by an individual are deemed to be employment subject to the provisions of the New Jersey Unemployment Compensation Law unless the engaging entity demonstrates that ALL THREE of the following conditions are met:

(A) Freedom from Control: The individual has been and will continue to be free from control or direction over the performance of the services, both under the contract of service and in fact.

The Parties agree that:

Consultant has the right to control the manner, method, and means of performing the Services;
Client may specify the desired results and deadlines but shall not direct the specific manner of performance;
Consultant sets its own work schedule and hours;
Client does not supervise Consultant's day-to-day activities.

(B) Outside Usual Course of Business or Outside All Places of Business: The service is either outside the usual course of business for which the service is performed, OR the service is performed outside of all the places of business of the enterprise for which the service is performed.

The Parties represent that (select one or both):

☐ The Services are outside Client's usual course of business (i.e., Client does not routinely perform the type of consulting services described in the SOW as part of its regular business operations); and/or

☐ The Services will be performed outside of all Client's places of business (i.e., Consultant will perform the Services at Consultant's own office, remotely, or at locations other than Client's premises).

IMPORTANT NJ COMPLIANCE NOTE: Prong B is the most challenging prong to satisfy. If the consulting services are within Client's usual course of business AND are performed at Client's place of business, independent contractor classification will not be sustained under New Jersey law.

(C) Independently Established Trade: The individual is customarily engaged in an independently established trade, occupation, profession, or business.

The Parties agree and Consultant represents that:

Consultant maintains an independently established business;
Consultant provides similar services to multiple clients (or actively markets to multiple clients);
Consultant maintains its own business entity registration, tax identification, and business insurance;
Consultant holds itself out to the public as available to perform similar services;
Consultant invests in its own tools, equipment, and business infrastructure;
Consultant bears the risk of profit or loss.

11.3 Additional New Jersey Classification Considerations.

(a) NJ Wage Theft Act (N.J.S.A. § 34:11-56.25 et seq.): Penalties for worker misclassification include fines of $250 per misclassified employee for the first violation and up to $1,000 per misclassified employee for subsequent violations, plus potential stop-work orders;

(b) Joint Liability: Under New Jersey law, companies that use staffing agencies or subcontractors may be held jointly and severally liable for worker misclassification;

11.4 Workers' Compensation. New Jersey requires employers to carry workers' compensation insurance under N.J.S.A. § 34:15-1 et seq. As an independent contractor, Consultant is not covered under Client's workers' compensation policy. Consultant shall maintain its own workers' compensation insurance for any employees, and carry adequate alternative coverage for itself.

11.5 Tax Obligations. Consultant shall be solely responsible for all tax obligations, including:

(a) Federal and New Jersey state income taxes;

(b) Self-employment taxes (Social Security and Medicare);

(d) New Jersey unemployment insurance contributions (if applicable);

(e) New Jersey temporary disability insurance contributions (if applicable);

(f) Client shall report payments to Consultant on IRS Form 1099-NEC as required by federal law.

11.6 Consequences of Reclassification. If any governmental authority determines that Consultant is an employee, Consultant shall indemnify Client for any taxes, contributions, penalties, interest, benefits, and costs resulting from such reclassification, unless such reclassification results from Client's exercise of control inconsistent with independent contractor status.

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;

(d) Workers' Compensation: As required by New Jersey law (N.J.S.A. § 34:15-1 et seq.), 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 Jersey 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;

(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 JERSEY-SPECIFIC PROVISIONS

13.1 New Jersey Law Against Discrimination (NJ LAD). The New Jersey Law Against Discrimination (N.J.S.A. § 10:5-1 et seq.) is one of the broadest civil rights statutes in the nation, prohibiting discrimination in employment, housing, and places of public accommodation based on race, creed, color, national origin, ancestry, age, sex, gender identity or expression, affectional or sexual orientation, marital status, familial status, liability for military service, disability, atypical hereditary cellular or blood trait, genetic information, and other protected categories. Although Consultant is an independent contractor, both Parties agree to comply with the NJ LAD and shall not engage in discriminatory practices in connection with the performance of this Agreement.

13.2 New Jersey Business Registration. Pursuant to N.J.S.A. § 52:32-44, Consultant represents that it holds or will obtain a valid Business Registration Certificate from the New Jersey Department of the Treasury before commencing Services. Client is prohibited from entering into a contract with an entity that does not possess a valid Business Registration Certificate.

13.3 NJ Consumer Fraud Act Compliance. The Parties acknowledge that the New Jersey Consumer Fraud Act (N.J.S.A. § 56:8-1 et seq.) provides broad consumer protection, including treble damages for violations. The Parties shall conduct all activities under this Agreement in good faith and in compliance with the CFA. Representations, advertising, and billing practices in connection with this Agreement shall be truthful and not misleading.

13.4 New Jersey Contractual Liability Act. The New Jersey Contractual Liability Act (N.J.S.A. § 2A:58C-1 et seq.) may affect certain limitation of liability and indemnification provisions. The Parties acknowledge that New Jersey law generally disfavors one-sided indemnification provisions and may limit the enforceability of indemnification clauses that are deemed unconscionable.

13.5 Electronic Transactions. This Agreement may be executed electronically in accordance with the New Jersey Uniform Electronic Transactions Act (N.J.S.A. § 12A:12-1 et seq.). Electronic signatures shall have the same legal effect as original signatures.

13.6 Compliance with New Jersey Professional Licensing. If the Services require professional licensing in New Jersey, Consultant represents that it holds all required licenses and certifications and shall maintain them in good standing throughout the term of this Agreement.

13.7 NJ Pay Transparency and Equal Pay. If applicable, the Parties shall comply with the Diane B. Allen Equal Pay Act (N.J.S.A. § 10:5-12(a)) and any New Jersey pay transparency requirements in effect.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Negotiation. The Parties shall first attempt to resolve any dispute through good faith negotiation between senior representatives 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 Jersey
☐ 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: [________________________________]

(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 Jersey.

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 Jersey.

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.

14.7 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY NEW JERSEY 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 Jersey, 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 and supersedes all prior or contemporaneous oral or written agreements.

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

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

15.5 Severability. If any provision is held invalid or unenforceable by a New Jersey court, the remaining provisions shall remain in full force and effect.

15.6 Notices. All notices shall be in writing and 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;
(d) Upon transmission if sent by email with confirmation of receipt.

15.7 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

15.8 Force Majeure. Neither Party shall be liable for delays due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, fire, flood, or government actions.

15.9 Counterparts. This Agreement may be executed in counterparts. Electronic signatures under the NJ UETA (N.J.S.A. § 12A:12-1 et seq.) shall be valid and binding.

15.10 Headings. Headings are for convenience only and shall not affect interpretation.

15.11 Relationship of the Parties. Nothing herein creates a partnership, joint venture, agency, or employment relationship.

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

15.13 Construction. This Agreement shall not be construed more strictly against either Party.

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

Deliverable	Description	Due Date	Acceptance Criteria
[________________]	[________________]	[__/__/____]	[________________]
[________________]	[________________]	[__/__/____]	[________________]
[________________]	[________________]	[__/__/____]	[________________]

4. Timeline and Milestones

Milestone	Description	Target Date
[________________]	[________________]	[__/__/____]
[________________]	[________________]	[__/__/____]
[________________]	[________________]	[__/__/____]

5. Fees and Payment Schedule

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

Payment Milestone	Amount	Due Date
[________________]	$[________________]	[__/__/____]
[________________]	$[________________]	[__/__/____]
[________________]	$[________________]	[__/__/____]

Total SOW Value: $[________________]

6. Key Personnel

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

7. Client Responsibilities

[________________________________]

8. Assumptions and Dependencies

[________________________________]

9. Acceptance Criteria and Process

[________________________________]

10. ABC Test Compliance Confirmation

☐ Prong A (Freedom from Control): Confirmed — Consultant is free from control or direction
☐ Prong B (Outside Usual Course or Outside All Places of Business): Confirmed — select basis:
☐ Services are outside Client's usual course of business
☐ Services are performed outside all Client places of business
☐ Prong C (Independently Established Trade): Confirmed — Consultant maintains independent business

11. 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)
☐ Non-compete and non-solicitation provisions reviewed and periods specified (Article 10)
☐ Confidentiality period specified (Article 5)
☐ ABC test compliance confirmed for all three prongs (Article 11 / Exhibit A)
☐ Statement of Work (Exhibit A) completed and attached
☐ New Jersey Business Registration Certificate verified (Article 13)
☐ IRS Form W-9 collected from Consultant
☐ Certificates of insurance obtained
☐ NJ LAD compliance acknowledged (Article 13)
☐ Consumer Fraud Act treble damages risk reviewed (Articles 5, 8)
☐ BAIT election eligibility reviewed (Article 4)
☐ Review by New Jersey-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 Jersey before execution. New Jersey applies the ABC test for independent contractor classification, which is among the strictest in the nation. Misclassification carries significant penalties. 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 Jersey Statutory References:

N.J.S.A. § 31:1-1 — Legal Rate of Interest (6%)
N.J.S.A. § 2C:21-19 — Criminal Usury (30% threshold)
N.J.S.A. § 43:21-19 — ABC Test (Independent Contractor Classification)
N.J.S.A. § 56:15-1 et seq. — Trade Secrets Act
N.J.S.A. § 56:8-1 et seq. — Consumer Fraud Act (Treble Damages)
N.J.S.A. § 56:8-161 et seq. — Data Breach Notification
N.J.S.A. § 10:5-1 et seq. — Law Against Discrimination (NJ LAD)
N.J.S.A. § 34:15-1 et seq. — Workers' Compensation
N.J.S.A. § 34:11-56.25 et seq. — Wage Theft Act
N.J.S.A. § 12A:12-1 et seq. — Uniform Electronic Transactions Act
N.J.S.A. § 52:32-44 — Business Registration Certificate
N.J.S.A. § 54A:12-1 et seq. — BAIT Election
N.J.S.A. § 54:10A-1 et seq. — Corporation Business Tax

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About This Template

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

Important Notice

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

Last updated: March 2026

Consulting Services Agreement