Consulting Services Agreement

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CONSULTING SERVICES AGREEMENT

State of Nevada

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: [________________________________]
Nevada State Business License No.: [________________________________]

(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: [________________________________]
Nevada State Business License 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

WHEREAS, the Parties acknowledge the requirements of Nevada law, including NRS § 613.195 regarding noncompetition covenants and NRS § 612.085 regarding independent contractor classification;

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 Nevada 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 Nevada Uniform Trade Secrets Act, NRS § 600A.010 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 NRS § 603A.040, including a natural person's first name or first initial and last name in combination with certain data elements, including Social Security number, driver's license or identification card number, account number or credit/debit card number with any required security code or password, medical identification number, or health insurance identification number.

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 Nevada; 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;

(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 and fails to cure such breach within [____] days after receipt of written notice specifying the nature of the breach;

(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.

3.5 Termination for Non-Payment. Consultant may terminate this Agreement 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 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;

(d) All provisions that by their nature should survive termination shall survive.

3.7 Survival. The following provisions shall survive: Article 1, Article 5, Article 6, Article 7, Article 8, Article 9, Article 10, Article 12, Article 14, and Article 15.

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; (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 — Nevada Statutory Rate. Any undisputed amounts not paid within the Payment Period shall bear interest as set forth below. Pursuant to NRS § 99.040, when there is no express contract in writing fixing a different rate of interest, interest must be allowed at a rate equal to the prime rate at the largest bank in Nevada, as ascertained by the Commissioner of Financial Institutions, on January 1 or July 1, as the case may be, immediately preceding the date of the transaction, plus 2 percent. The rate must be adjusted accordingly on each January 1 and July 1 thereafter until the judgment is satisfied.

NEVADA INTEREST NOTICE: Under NRS § 99.040, the default rate is the prime rate at the largest Nevada bank plus 2%. The Parties may agree to a different contractual rate. Nevada does not have a general usury statute for commercial transactions, but unconscionable interest terms may be subject to judicial review.

Agreed Late Payment Rate: [____]% per annum

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) Nevada Tax Advantages:

(i) No State Income Tax: Nevada does not impose a state personal income tax or corporate income tax. Consulting fees paid under this Agreement are not subject to state income tax withholding.

(ii) No Franchise Tax: Nevada does not impose a franchise tax on businesses.

(iii) Commerce Tax (NRS § 363C): Nevada imposes a Commerce Tax on business entities with Nevada gross revenue exceeding $4,000,000 per fiscal year. The tax rate varies by industry category (NRS § 363C.530). Consultant should determine whether it is subject to the Commerce Tax based on its total Nevada gross revenue.

(iv) Modified Business Tax (MBT): Employers (but not sole proprietors with no employees) are subject to the Modified Business Tax on aggregate wages. Consultant should determine applicability.

(v) Sales Tax: Nevada imposes a sales and use tax on the sale of tangible personal property. Professional consulting services are generally not subject to Nevada sales tax, but the tax treatment of specific deliverables should be verified.

(vi) State Business License: All businesses operating in Nevada must obtain a State Business License from the Nevada Secretary of State (NRS § 76.100).

(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;

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 herein;

(e) Protect Confidential Information using at least the same degree of care as the Receiving Party uses for its own confidential information, 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;

(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;

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

5.3 Trade Secrets — Nevada Uniform Trade Secrets Act (NVUTSA). Both Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined in NRS § 600A.030(5). A trade secret under Nevada 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 NVUTSA subjects the misappropriating party to injunctive relief (NRS § 600A.040), damages including actual loss, unjust enrichment, and reasonable royalties (NRS § 600A.050), and attorney's fees in cases of willful and malicious misappropriation (NRS § 600A.060). The statute of limitations is three (3) years under NRS § 600A.070.

NEVADA TRADE SECRET IMPORTANCE NOTICE: Given Nevada's restrictions on non-compete agreements (NRS § 613.195), trade secret protection under the NVUTSA assumes heightened importance as a primary mechanism for protecting business interests. Both Parties should implement robust trade secret identification and protection measures.

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

(a) Return or destroy all Confidential Information;

(b) Certify in writing that all information has been returned or destroyed;

(c) The Receiving Party may retain copies as required by law, provided they remain subject to confidentiality obligations.

5.5 Data Breach Notification — Nevada Law (NRS § 603A.220). In the event of a security breach involving Personal Information as defined in NRS § 603A.040, the responsible Party shall:

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

(b) Comply with NRS § 603A.220, disclosing the breach to any Nevada resident whose unencrypted Personal Information was, or is reasonably believed to have been, acquired by an unauthorized person;

(c) Provide notification in the most expedient time possible and without unreasonable delay, consistent with legitimate needs of law enforcement and measures necessary to determine the scope of the breach and restore system integrity;

(d) Comply with NRS § 603A.220(3) regarding methods of notification (written notice, electronic notice, or substitute notice as applicable);

(e) Bear the costs of notification and remediation to the extent the breach resulted from such Party's negligence.

5.6 Nevada Privacy Requirements. Each Party handling Personal Information shall comply with:

(a) NRS § 603A.210 — requirements for implementing and maintaining reasonable security measures to protect Personal Information;

(b) NRS § 603A.215 — requirements for businesses that accept payment cards to comply with PCI-DSS standards;

(c) NRS § 603A.100 — Nevada's opt-out rights for consumers regarding the sale of personal data (SB 220, effective October 1, 2019).

5.7 Data Security Standards. Each Party handling Personal Information shall implement and maintain reasonable security measures appropriate to the nature of the information, consistent with NRS § 603A.210 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.

6.2 Pre-Existing Materials. Consultant retains all rights in Pre-Existing Materials. To the extent Pre-Existing Materials are incorporated into the Deliverables, Consultant grants Client a perpetual, irrevocable, non-exclusive, royalty-free license to use such materials solely 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 rights in Client Materials. Client grants Consultant a limited, non-exclusive, non-transferable license to use Client Materials solely for performing the Services.

6.5 No Other Rights. Except as expressly set forth herein, 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 Nevada), and local laws.

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 in the applicable SOW;

(d) Consultant possesses all necessary licenses, permits, and qualifications required in Nevada, including a valid Nevada State Business License;

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

(f) Consultant shall comply with all applicable anti-corruption and anti-bribery laws.

7.3 Warranty Period. Consultant warrants that the Deliverables shall conform to specifications for [____] days following acceptance. During this period, Consultant shall correct material errors 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, 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;

(d) Any failure by Consultant to comply with applicable laws, including Nevada law;

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

(f) Any claim 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, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

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

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

(d) Client Materials infringing the rights of any third party.

8.3 Indemnification Procedure. The indemnified Party shall:

(a) Provide prompt written notice of any claim;

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

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

ARTICLE 9: LIMITATION OF LIABILITY

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

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

9.2 Exclusion of Consequential Damages. EXCEPT FOR BREACHES OF ARTICLES 5, 6, OR CLAIMS ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY.

9.3 Nevada Law Considerations. Nothing in this Article 9 shall be construed to limit liability in a manner prohibited by Nevada law. Nevada courts may decline to enforce liability limitations deemed unconscionable. Nevada's strong charging order protection laws (NRS § 86.401 for LLCs) may affect the collectability of judgments against LLC members.

ARTICLE 10: RESTRICTIVE COVENANTS — NEVADA PROVISIONS (NRS § 613.195)

CRITICAL NEVADA NON-COMPETE NOTICE: Nevada regulates non-compete agreements under NRS § 613.195, as significantly revised by AB 276 (2017) and subsequent amendments. Non-compete agreements in Nevada must be supported by valuable consideration, must not impose restrictions greater than necessary, must not impose undue hardship, and must not impose restrictions inappropriate in relation to the consideration. Nevada also prohibits non-competes for hourly workers (NRS § 613.195(6)) and limits customer non-solicitation clauses under certain conditions.

10.1 Non-Competition Covenant — Nevada Requirements (NRS § 613.195). If the Parties agree to include a non-competition covenant, it must comply with all requirements of NRS § 613.195:

(a) Valuable Consideration Required: The non-competition covenant must be supported by valuable consideration. For the purposes of this Agreement, the Parties agree that the following constitutes valuable consideration:

☐ The consulting engagement itself and the fees paid hereunder
☐ Access to Client's Confidential Information and trade secrets
☐ Additional consideration of $[________________]
☐ Other: [________________________________]

(b) Statutory Limitations. Under NRS § 613.195(1), a non-competition covenant is void and unenforceable if it:

(i) Is not supported by valuable consideration;

(ii) Imposes a restraint greater than is required for the protection of the employer for whose benefit the restraint is imposed;

(iii) Imposes undue hardship on the person restricted;

(iv) Imposes restrictions that are not appropriate in relation to the valuable consideration supporting the noncompetition covenant.

(c) Court Revision Authority. Under NRS § 613.195(3), if a court finds a noncompetition covenant is supported by valuable consideration but contains limitations that are not reasonable, the court shall revise the covenant to the extent necessary and enforce the covenant as revised.

(d) Prevailing Party Attorneys' Fees. Under NRS § 613.195(4), if an employer brings an action to enforce a noncompetition covenant and the court or arbitrator determines the covenant is void and unenforceable, the court or arbitrator shall award reasonable attorney's fees and costs to the employee or former employee.

(e) Hourly Worker Prohibition. Under NRS § 613.195(6), a noncompetition covenant is void and unenforceable against an employee who is paid solely on an hourly wage basis, exclusive of tips or gratuities.

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.

NEVADA NON-SOLICITATION NOTICE: Under NRS § 613.195(5), an employer shall not restrict a former employee from providing services to a former customer or client if (a) the former employee did not solicit the customer or client, (b) the customer or client voluntarily chose to leave and seek services from the former employee, and (c) the former employee is otherwise complying with the limitations in the noncompetition covenant. This provision may apply by analogy to independent contractor relationships.

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, without 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 NVUTSA (NRS § 600A.010 et seq.).

10.6 Remedies. In the event of a breach or threatened breach:

(a) The non-breaching Party may seek injunctive relief without the necessity of proving actual damages;

(b) The non-breaching Party may recover monetary damages;

(c) Under NRS § 613.195(4), if Client brings an action to enforce a noncompetition covenant and the court determines the covenant is void, the court shall award reasonable attorneys' fees and costs to Consultant.

ARTICLE 11: INDEPENDENT CONTRACTOR STATUS — NEVADA 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 Nevada ABC Test (NRS § 612.085). Nevada uses the ABC test under NRS § 612.085 for unemployment insurance purposes. Under this test, services performed by an individual are deemed to be employment unless 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 a contract of service and in fact.

(B) Outside Usual Course or Outside All Places of Business: The service is either outside the usual course of the 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.

(C) Independently Established Trade: The service is performed in the course of an independently established trade, occupation, profession, or business in which the individual is customarily engaged, of the same nature as that involved in the contract of service.

NEVADA CLASSIFICATION NOTE: Under NRS § 612.085(2), a written contract stating a worker is an independent contractor does not, by itself, create a presumption that the worker is an independent contractor. The actual relationship must satisfy all three prongs.

The Parties agree to the following to support independent contractor classification:

(a) Consultant controls the manner, method, and means of performing the Services;

(b) Consultant sets its own work schedule;

(d) Consultant may perform services for other clients;

(e) Client does not provide training to Consultant;

(f) Consultant maintains its own business registration, insurance, and business identity;

(g) Consultant bears the risk of profit or loss.

11.3 Additional Nevada Classification Factors. Nevada may also apply the common law right-to-control test in certain contexts. Factors include the extent of control exercised by the principal, the method of payment, the furnishing of equipment, and the right to terminate the relationship.

11.4 Workers' Compensation (Industrial Insurance). Nevada's industrial insurance system (NRS § 616A.010 et seq.) requires employers to provide workers' compensation coverage. As an independent contractor, Consultant is not covered under Client's workers' compensation policy. Consultant shall:

(a) Maintain its own workers' compensation insurance for any employees;

(b) Carry adequate insurance for its own protection.

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

(a) Federal income taxes;

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

(d) Nevada Commerce Tax (NRS § 363C), if applicable;

(e) Nevada Modified Business Tax, if applicable;

(f) Client shall report payments on IRS Form 1099-NEC as required.

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

ARTICLE 12: INSURANCE

12.1 Required Insurance. During the term and for [____] years thereafter, Consultant shall maintain:

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

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

(d) Workers' Compensation: As required by Nevada law, or evidence of exemption;

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

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

12.2 Insurance Requirements. All policies shall:

(a) Be issued by insurers licensed in Nevada with a minimum A.M. Best rating of A-VII;

(b) Name Client as an additional insured on CGL and Umbrella policies;

(d) Be primary and non-contributory.

12.3 Certificates of Insurance. Consultant shall provide certificates prior to commencing Services and upon each renewal.

ARTICLE 13: NEVADA-SPECIFIC PROVISIONS

13.1 No State Income Tax — Silver State Advantage. The Parties acknowledge that Nevada does not impose a state personal or corporate income tax. Consulting fees paid under this Agreement are not subject to state income tax withholding. This may provide significant advantages for consulting engagements structured through Nevada-based entities.

13.2 Commerce Tax (NRS § 363C). If Consultant has annual Nevada gross revenue exceeding $4,000,000, Consultant may be subject to the Commerce Tax. The Commerce Tax rate varies by industry category as set forth in NRS § 363C.530 (e.g., 0.051% for professional, scientific, and technical services). Consultant is responsible for determining and complying with Commerce Tax obligations.

13.3 Nevada State Business License (NRS § 76.100). Both Parties represent that they hold valid Nevada State Business Licenses, as required for all persons and entities doing business in Nevada. The annual renewal fee and requirements are set forth in NRS § 76.100 et seq.

13.4 Nevada Charging Order Protections. Nevada provides strong charging order protections for LLC members (NRS § 86.401) and limited partners. These protections may be relevant if either Party is organized as a Nevada LLC. The Parties acknowledge that a charging order is the exclusive remedy of a judgment creditor against a member's interest in a Nevada LLC.

13.5 Nevada Deceptive Trade Practices Act (NRS § 598.0903 et seq.). The Parties shall not engage in deceptive trade practices in connection with this Agreement. Violations of the Deceptive Trade Practices Act may result in civil penalties, injunctive relief, and damages.

13.6 Electronic Transactions. This Agreement may be executed electronically in accordance with the Nevada Uniform Electronic Transactions Act (NRS § 719.010 et seq.). Electronic signatures shall have the same legal effect as original signatures.

13.7 Compliance with Nevada Professional Licensing. If the Services require professional licensing in Nevada, Consultant represents that it holds all required licenses and shall maintain them throughout the term. Nevada professional licensing is administered by various boards depending on the profession.

13.8 Nevada Non-Compete Acknowledgment. Both Parties acknowledge that they have reviewed and understand the requirements and limitations of NRS § 613.195 regarding noncompetition covenants and have structured Article 10 to comply with those requirements. Consultant acknowledges receiving a copy of the restrictive covenant provisions prior to executing this Agreement.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Negotiation. The Parties shall first attempt to resolve any dispute through good faith negotiation for a period of [____] days.

14.2 Mediation. If negotiation fails, the Parties shall submit to mediation administered by:

☐ The American Arbitration Association (AAA)
☐ A mutually agreed mediator licensed in Nevada
☐ Other: [________________________________]

14.3 Arbitration (if selected). ☐ If mediation is unsuccessful:

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

(b) Under the rules of: [________________________________]

(d) Before [____] arbitrator(s)

(e) The decision shall be final and binding and enforceable in any court in Nevada.

14.4 Litigation (if arbitration not selected). ☐ Exclusive jurisdiction in the state and federal courts located in [________________] County, Nevada.

14.5 Attorneys' Fees. The prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.

14.6 Equitable Relief. Either Party may seek injunctive relief 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 NEVADA LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION 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 Nevada, without regard to its conflict of laws principles.

15.2 Entire Agreement. This Agreement, together with all Exhibits and SOWs, constitutes the entire agreement and supersedes all prior agreements.

15.3 Amendments. This Agreement may be amended only by written instrument signed by both Parties.

15.4 Waiver. Failure to enforce any provision shall not constitute a waiver.

15.5 Severability. If any provision is held invalid by a Nevada court, the remaining provisions remain in effect. Consistent with NRS § 613.195(3), if a restrictive covenant is found to contain unreasonable limitations, the court may revise the covenant and enforce it as revised.

15.6 Notices. All notices shall be in writing and deemed delivered:

(a) Upon personal delivery;
(b) One (1) Business Day after overnight courier deposit;
(c) Three (3) Business Days after certified mail deposit;
(d) Upon email transmission with confirmation.

15.7 Assignment. Neither Party may assign without prior written consent, 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 reasonable control, including acts of God, war, pandemic, fire, flood, or government actions.

15.9 Counterparts. This Agreement may be executed in counterparts. Electronic signatures per the Nevada UETA (NRS § 719.010 et seq.) shall be valid and binding.

15.10 Headings. Headings are for convenience only.

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.

15.13 Construction. This Agreement shall not be construed against either Party as drafter.

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. Non-Compete Consideration (NRS § 613.195 Compliance)

☐ The engagement and fees constitute valuable consideration for non-compete
☐ Additional consideration provided: [________________________________]
☐ No non-compete covenant applies to this SOW

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 provisions reviewed for NRS § 613.195 compliance (Article 10)
☐ Valuable consideration for non-compete identified (Section 10.1)
☐ Non-solicitation periods specified (Article 10)
☐ Confidentiality period specified (Article 5)
☐ ABC test compliance confirmed for all three prongs (Article 11)
☐ Statement of Work (Exhibit A) completed and attached
☐ Nevada State Business License verified for both Parties (Article 13)
☐ Commerce Tax applicability reviewed (Section 13.2)
☐ IRS Form W-9 collected from Consultant
☐ Certificates of insurance obtained
☐ NRS § 613.195 non-compete acknowledgment completed (Section 13.8)
☐ Review by Nevada-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 Nevada before execution. Nevada's non-compete statute (NRS § 613.195) has specific requirements including valuable consideration, and non-compliant provisions may result in the employer paying the consultant's attorneys' fees. 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.

Nevada Statutory References:

NRS § 99.040 — Legal Rate of Interest (Prime + 2%)
NRS § 600A.010 et seq. — Uniform Trade Secrets Act
NRS § 613.195 — Noncompetition Covenants (Limitations and Enforceability)
NRS § 612.085 — Independent Contractor Classification (ABC Test)
NRS § 603A.010 et seq. — Security and Privacy of Personal Information
NRS § 603A.220 — Data Breach Notification
NRS § 616A.010 et seq. — Industrial Insurance (Workers' Compensation)
NRS § 719.010 et seq. — Uniform Electronic Transactions Act
NRS § 363C.010 et seq. — Commerce Tax
NRS § 76.100 — State Business License
NRS § 86.401 — LLC Charging Order Protections
NRS § 598.0903 et seq. — Deceptive Trade Practices Act

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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