Consulting Services Agreement

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CONSULTING SERVICES AGREEMENT

State of Oregon

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: [________________________________]
Oregon Business Registry Number (if applicable): [________________________________]

(hereinafter referred to as "Consultant")

Client and Consultant are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

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

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

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

WHEREAS, the Parties intend to establish an independent contractor relationship and not an employment, partnership, joint venture, or agency relationship, consistent with ORS § 670.600; and

WHEREAS, the Parties acknowledge that Oregon law places significant restrictions on noncompetition agreements pursuant to ORS § 653.295, and that the restrictive covenants in this Agreement are drafted to comply with Oregon statutory requirements;

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 Oregon 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 Oregon Uniform Trade Secrets Act (OUTSA), ORS § 646.461 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 "Pre-Existing Materials" means any materials, methodologies, tools, templates, frameworks, software, libraries, know-how, techniques, or other intellectual property owned by Consultant prior to the Effective Date or developed by Consultant outside the scope of this Agreement and independently of the Services.

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

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

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

ARTICLE 2: SCOPE OF SERVICES

2.1 Engagement. Client hereby engages Consultant, and Consultant hereby accepts such engagement, to perform the Services described in the Statement of Work attached hereto as Exhibit A and incorporated herein by reference. The Parties may execute additional Statements of Work from time to time, 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 Oregon; 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 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) Each Party shall return or destroy all Confidential Information of the other Party.

3.7 Survival. The following provisions shall survive the termination or expiration of this Agreement: Article 1 (Definitions), Article 5 (Confidentiality), Article 6 (Intellectual Property), Article 7 (Restrictive Covenants — to the extent permitted under Oregon law), Article 8 (Representations and Warranties — survival period), Article 9 (Indemnification), Article 10 (Limitation of Liability), Article 14 (Dispute Resolution), Article 15 (General Provisions), and any provisions that by their nature or express terms survive.

ARTICLE 4: COMPENSATION AND PAYMENT

4.1 Compensation Structure. Client shall pay Consultant for the Services in accordance with the fee structure selected below:

☐ Fixed Fee: A total fixed fee of $[________________] for the Services described in the Statement of Work, payable as follows: [________________________________]

☐ Hourly Rate: At the rate of $[____] per hour for Consultant's services. Additional personnel rates (if applicable):

[________________________________]: $[____] per hour
[________________________________]: $[____] per hour
[________________________________]: $[____] per hour

☐ Monthly Retainer: A monthly retainer fee of $[________________] for up to [____] hours of service per month. Hours in excess of the retainer shall be billed at $[____] per hour.

☐ Milestone-Based: Fees payable upon completion and acceptance of defined milestones as set forth in the Statement of Work.

☐ Other: [________________________________]

4.2 Invoicing. Consultant shall submit detailed invoices to Client:

☐ Monthly, on or before the [____] day of each month for services performed during the prior month
☐ Bi-weekly
☐ Upon completion of milestones
☐ Other: [________________________________]

Each invoice shall include: a description of the Services performed; the dates of service; the hours worked (if hourly); the applicable rate; an itemization of reimbursable expenses with receipts; and the total amount due.

4.3 Payment Terms. Client shall pay all undisputed invoices within [____] days of receipt. Payment shall be made by:

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

4.4 Late Payment Interest. Any undisputed amount not paid when due shall accrue interest at the rate of [____]% per annum (not to exceed the maximum rate permitted under Oregon law). Pursuant to ORS § 82.010, the legal rate of interest in Oregon is nine percent (9%) per annum unless otherwise agreed by the parties.

OREGON LAW NOTE: Under ORS § 82.010, the legal rate of interest in Oregon is 9% per annum. This rate applies in the absence of a written agreement specifying a different rate. For judgments, the rate is also 9% per annum. Oregon courts may find interest rates that are unconscionable to be unenforceable.

4.5 Expense Reimbursement. Client shall reimburse Consultant for reasonable, pre-approved, out-of-pocket expenses incurred in connection with the Services. Consultant shall:

(a) Obtain Client's prior written approval for any single expense exceeding $[________________];

(b) Submit expense reports with supporting receipts and documentation;

4.6 Taxes.

(a) Consultant shall be solely responsible for the payment of all federal, state, and local taxes arising from Consultant's compensation under this Agreement, including self-employment taxes, Oregon income taxes, and any applicable local taxes. Client shall not withhold any amounts for taxes from Consultant's compensation unless required by law.

(b) Oregon has no general sales tax. Professional consulting services are not subject to Oregon sales tax.

(c) Oregon Corporate Activity Tax (CAT). Consultant acknowledges that the Oregon Corporate Activity Tax (ORS § 317A.100 et seq.) may apply to businesses with Oregon commercial activity exceeding $1,000,000. Consultant shall be solely responsible for its own CAT obligations.

(d) Portland Metro/TriMet Transit Taxes. If Services are performed in the Portland metropolitan area, Consultant may be subject to the TriMet transit district self-employment tax and the Metro Supportive Housing Services personal income tax. Consultant shall be solely responsible for any such taxes.

OREGON TAX NOTE: Oregon imposes no general sales tax. However, Consultant should be aware of: (1) Oregon personal income tax; (2) Oregon Corporate Activity Tax (CAT) for businesses with commercial activity exceeding $1,000,000; (3) TriMet transit district payroll/self-employment tax (currently 0.8037%) for work performed in the TriMet district; (4) Lane Transit District payroll tax for work performed in the Lane County transit district; and (5) Metro Supportive Housing Services personal income tax (1% on taxable income above $125,000 for individuals, $200,000 for joint filers) applicable in greater Portland metro area.

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

(a) Pay all undisputed amounts by the due date;

(b) Provide written notice to Consultant of the disputed amount and the basis for the dispute within [____] days of receipt of the invoice;

ARTICLE 5: CONFIDENTIALITY AND DATA PROTECTION

5.1 Confidentiality Obligations. Each Party (as "Receiving Party") agrees with respect to the Confidential Information of the other Party (as "Disclosing Party") to:

(a) Hold and maintain all Confidential Information in strict confidence;

(b) Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted herein;

(d) Restrict access to Confidential Information to those employees, agents, and subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement;

(e) Protect Confidential Information using the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care.

5.2 Exclusions. Confidential Information shall not include information that:

(a) Is or becomes generally available to the public other than through a breach of this Agreement by the Receiving Party;

(b) Was in the Receiving Party's possession prior to disclosure by the Disclosing Party, as evidenced by written records;

(d) Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

5.3 Permitted Disclosures. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party:

(a) Gives the Disclosing Party prompt written notice of the required disclosure (to the extent legally permitted);

(b) Cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy;

5.4 Trade Secret Protection — Oregon Uniform Trade Secrets Act (OUTSA). The Parties acknowledge that certain Confidential Information may constitute "trade secrets" under ORS § 646.461 et seq. The obligations of this Article 5 supplement and do not limit any rights or remedies available under the OUTSA, including:

(a) Injunctive relief for actual or threatened misappropriation (ORS § 646.463);

(b) Recovery of actual damages caused by misappropriation, including unjust enrichment (ORS § 646.465);

(d) Attorney's fees for willful and malicious misappropriation or bad faith claims (ORS § 646.467);

(e) A three-year (3-year) statute of limitations for misappropriation claims (ORS § 646.469).

OREGON TRADE SECRETS NOTE: Under OUTSA (ORS § 646.461), a "trade secret" means information, including a drawing, cost data, customer list, formula, pattern, compilation, program, device, method, technique or process that: (1) derives independent economic value, actual or potential, from not being generally known to the public or other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

5.5 Return of Confidential Information. Upon termination or expiration of this Agreement, or upon the Disclosing Party's earlier written request, the Receiving Party shall, at the Disclosing Party's option:

(a) Promptly return all Confidential Information and all copies thereof; or

(b) Destroy all Confidential Information and all copies thereof and certify such destruction in writing.

The Receiving Party may retain one archival copy of Confidential Information solely for legal compliance purposes, subject to the continuing confidentiality obligations of this Agreement.

5.6 Duration of Confidentiality. The obligations of confidentiality under this Article 5 shall survive the termination or expiration of this Agreement for a period of [____] years from the date of disclosure; provided, however, that the obligations with respect to trade secrets shall continue for as long as such information qualifies as a trade secret under applicable law.

5.7 Data Breach Notification — Oregon Law. In the event of a breach of security involving personal information as defined in the Oregon Consumer Identity Theft Protection Act (ORS §§ 646A.600-628), the Parties agree as follows:

(a) Each Party shall implement and maintain reasonable safeguards to protect the security, confidentiality, and integrity of personal information, as required by ORS § 646A.622;

(b) In the event of a data breach affecting the other Party's data, the Party experiencing the breach shall notify the other Party without unreasonable delay and no later than seventy-two (72) hours after discovery;

(c) Pursuant to ORS § 646A.604, the Party experiencing the breach shall notify affected Oregon consumers no later than forty-five (45) days after discovery of the breach;

(d) If the breach affects more than 250 Oregon consumers, the breaching Party shall also notify the Oregon Attorney General within forty-five (45) days and provide a sample copy of the breach notice;

(e) Each Party shall cooperate with the other in any required notifications and regulatory filings;

(f) The Party responsible for the breach shall bear all reasonable costs of notification, credit monitoring (if required), and remediation.

OREGON DATA BREACH NOTE: Oregon's data breach notification law (ORS § 646A.604) requires notification to affected Oregon consumers within 45 days of discovering the breach. If more than 250 consumers are affected, notification to the Oregon Attorney General is also required within 45 days. Oregon law also requires entities to develop, implement, and maintain reasonable safeguards for personal information (ORS § 646A.622).

ARTICLE 6: INTELLECTUAL PROPERTY

6.1 Work Product Ownership. Select one of the following:

☐ Option A — Client Ownership: All Work Product created by Consultant in the performance of the Services shall be the sole and exclusive property of Client. To the extent the Work Product includes copyrightable works, such works shall be deemed "works made for hire" as defined under the United States Copyright Act (17 U.S.C. § 101). To the extent any Work Product does not qualify as a 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 ownership of all Work Product. Consultant hereby grants to Client a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, modify, distribute, and display the Work Product for Client's internal business purposes.

☐ Option C — Joint Ownership: The Parties shall jointly own all Work Product, with each Party having the right to use, license, and exploit the Work Product independently without accounting to the other Party, unless otherwise specified in the applicable Statement of Work.

6.2 Pre-Existing Materials. Consultant retains all right, title, and interest in and to Consultant's Pre-Existing Materials. To the extent Consultant incorporates any Pre-Existing Materials into the Work Product, Consultant hereby grants to Client a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, modify, and distribute such Pre-Existing Materials solely as part of or in connection with the Work Product.

6.3 Third-Party Materials. Consultant shall not incorporate any third-party materials into the Deliverables or Work Product without Client's prior written approval. If third-party materials are approved for inclusion, Consultant shall ensure that appropriate licenses are obtained and assigned or sublicensed to Client.

6.4 Moral Rights. To the extent permitted by applicable law, Consultant hereby waives and agrees never to assert any "moral rights" or equivalent rights in or to the Work Product.

6.5 Further Assurances. Consultant shall execute and deliver such documents and take such actions as Client may reasonably request to perfect, evidence, or vest in Client the rights assigned under this Article 6.

ARTICLE 7: RESTRICTIVE COVENANTS — OREGON-SPECIFIC PROVISIONS

CRITICAL OREGON LAW NOTE: Oregon law (ORS § 653.295) places strict limitations on noncompetition agreements. As amended (effective January 1, 2022), a noncompetition agreement is voidable and may not be enforced by a court unless: (1) the employee is engaged in administrative, executive, or professional work and performs predominantly intellectual, managerial, or creative tasks, exercises discretion and independent judgment, and earns a salary and is paid on a salary basis; (2) the employer has a protectable interest (such as trade secrets, competitively sensitive confidential business or professional information, or access to clients/customers); (3) the total gross salary and commissions of the employee at the time of termination exceed the median family income for a four-person family (adjusted annually — $116,427 as of January 2025); (4) the noncompetition agreement does not exceed 12 months; and (5) the employer provides a signed, written copy of the terms of the noncompetition agreement at least two weeks before the first day of employment, or the noncompetition agreement is entered into upon a subsequent bona fide advancement and the employee is given a copy of the agreement. A noncompetition agreement that does not comply with these requirements is void and unenforceable.

7.1 Non-Competition Covenant (If Applicable). The Parties acknowledge that Oregon law significantly restricts noncompetition agreements. A non-competition covenant is included in this Agreement ONLY if the following conditions are met:

☐ Non-Competition Included: If checked, during the term of this Agreement and for a period of [____] months (not to exceed twelve (12) months) after the termination or expiration of this Agreement, Consultant agrees not to provide services that are directly competitive with the Services to any direct competitor of Client within [________________________________] (geographic area or industry), subject to the following Oregon-specific conditions:

(a) Income Threshold: Consultant's total annual gross salary and commissions at the time of termination or expiration exceed $[________________] (as of January 2025, the Oregon threshold is $116,427; this amount is adjusted annually by the Oregon Bureau of Labor and Industries based on the Consumer Price Index for All Urban Consumers, West Region);

(b) Garden Leave or Consideration: Client shall provide:
☐ Garden Leave Compensation: Client shall pay Consultant compensation equal to at least fifty percent (50%) of Consultant's annual gross base salary and commissions at the rate in effect at the time of termination, for the duration of the non-compete period, less any compensation received from other employment during the period; OR
☐ Additional Consideration: Client provided the non-competition agreement terms at least two (2) weeks before the first day of engagement; OR
☐ Bona Fide Advancement: The non-competition agreement was entered into upon a subsequent bona fide advancement of Consultant;

(c) Protectable Interest: Client has a protectable interest in:
☐ Trade secrets
☐ Competitively sensitive confidential business or professional information that otherwise would not qualify as trade secrets
☐ Client's access to customers or other significant relationships

(d) Maximum Duration: The non-competition period shall not exceed twelve (12) months from the date of termination, as required by ORS § 653.295;

(e) Notice: A signed, written copy of the noncompetition terms was provided to Consultant at least two (2) weeks before the first day of engagement OR upon a bona fide advancement.

☐ Non-Competition NOT Included: The Parties have elected not to include a non-competition covenant in this Agreement.

OREGON NON-COMPETE WARNING: Any noncompetition agreement that does not satisfy ALL requirements of ORS § 653.295 is void and unenforceable. The income threshold is adjusted annually. As of January 2025, the threshold is $116,427. Oregon courts will not blue-pencil or reform a non-compliant noncompetition agreement. Consult an Oregon-licensed attorney before including any non-competition provision.

7.2 Non-Solicitation of Customers. During the term of this Agreement and for a period of [____] months thereafter, Consultant agrees not to directly solicit the customers or clients of Client with whom Consultant had material contact or about whom Consultant received Confidential Information during the course of the engagement. This restriction:

(a) Does not prohibit Consultant from accepting unsolicited business;

(b) Does not prohibit general advertising or marketing not specifically targeted at Client's customers;

OREGON NOTE: Non-solicitation covenants are generally analyzed separately from noncompetition agreements under Oregon law. However, if a non-solicitation covenant is so broad that it effectively operates as a non-compete, Oregon courts may subject it to the ORS § 653.295 requirements.

7.3 Non-Solicitation of Employees and Contractors. During the term of this Agreement and for a period of [____] months thereafter, Consultant agrees not to directly or indirectly solicit, recruit, or hire, or attempt to solicit, recruit, or hire, any employee or independent contractor of Client with whom Consultant had material contact during the engagement. This restriction shall not apply to general job postings or advertisements not specifically targeted at Client's personnel.

7.4 Remedies for Breach. In the event of a breach or threatened breach of the restrictive covenants in this Article 7:

(a) The non-breaching Party shall be entitled to seek injunctive relief without the necessity of proving actual damages;

(b) The non-breaching Party may recover actual damages suffered as a result of the breach;

(c) The prevailing party in any action to enforce this Article 7 shall be entitled to recover reasonable attorney's fees and costs pursuant to ORS § 20.096.

ARTICLE 8: INDEPENDENT CONTRACTOR STATUS — OREGON-SPECIFIC

8.1 Independent Contractor Relationship. Consultant is and shall remain an independent contractor with respect to all Services performed under this Agreement. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the Parties.

8.2 ORS § 670.600 Compliance. The Parties intend and agree that Consultant's status as an independent contractor is consistent with the definition set forth in ORS § 670.600. To qualify as an independent contractor under Oregon law, an individual or business entity must:

(a) Be free from direction and control over the means and manner of providing the services, subject only to the right of the person for whom the services are provided to specify the desired results;

(b) Be customarily engaged in an independently established business, as demonstrated by meeting three or more of the following criteria:

☐ (i) Consultant maintains a business location that is separate from the business or work location of Client, or is in a portion of Consultant's residence used primarily for business;

☐ (ii) Consultant bears the risk of loss related to the business or provision of services, as shown by factors such as entering into fixed-price contracts, being required to correct defective work, or having warranties or carrying liability insurance;

☐ (iii) Consultant has contracted with Client or will contract with two or more other entities to provide services within a twelve (12)-month period, or routinely engages in business advertising, solicitation, or other marketing efforts that reasonably can be expected to result in earning the right to perform services;

☐ (iv) Consultant makes a significant investment in the business through means such as purchasing tools or equipment, paying for the premises or facilities where services are provided, or paying for licenses, certificates, or specialized training;

☐ (v) Consultant has the authority to hire and fire other persons to provide or assist in providing services.

OREGON IC CLASSIFICATION NOTE: Under ORS § 670.600, a person is an independent contractor only if: (1) the person is free from direction and control over the means and manner of performing services; (2) the person is customarily engaged in an independently established business (satisfying at least 3 of 5 statutory factors); and (3) the person holds any required licenses. The Oregon Employment Department, Bureau of Labor and Industries (BOLI), and Department of Revenue may each apply this test. Misclassification can result in liability for unpaid payroll taxes, workers' compensation premiums, and penalties.

8.3 No Withholding. Client shall not withhold any federal, state, or local income taxes, Social Security taxes, or other payroll taxes from payments to Consultant. Consultant acknowledges sole responsibility for paying all such taxes, including Oregon personal income tax.

8.4 Workers' Compensation. Consultant acknowledges that it is not covered by Client's workers' compensation insurance under ORS § 656.001 et seq. and shall maintain its own coverage if required by law or as prudent for its business.

8.5 Tax Reporting. Client shall issue IRS Form 1099-NEC to Consultant for each calendar year in which Consultant receives compensation of $600 or more under this Agreement, as required by the Internal Revenue Code.

ARTICLE 9: REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:

(a) It has the legal power and authority to enter into this Agreement and to perform its obligations hereunder;

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

(c) It shall comply with all applicable federal, state, and local laws, rules, and regulations in performing its obligations under this Agreement, including all applicable Oregon laws.

9.2 Consultant Representations and Warranties. Consultant represents and warrants that:

(a) Consultant possesses the qualifications, skills, experience, and expertise necessary to perform the Services in accordance with the standards described in this Agreement;

(b) The Services shall be performed in a professional and workmanlike manner consistent with industry standards;

(c) The Deliverables and Work Product will be original to Consultant or properly licensed and will not infringe or misappropriate any Intellectual Property Rights of any third party;

(d) Consultant has not entered into any agreement that would conflict with or restrict Consultant's ability to perform the Services, including any noncompetition agreement subject to ORS § 653.295;

(e) Consultant holds all necessary licenses, permits, and certifications required to perform the Services in the State of Oregon;

(f) Consultant shall maintain appropriate professional liability insurance (errors and omissions) during the term of this Agreement;

(g) No Work Product will contain any viruses, malware, backdoors, or disabling code.

9.3 Client Representations and Warranties. Client represents and warrants that:

(a) Client has the authority to disclose and provide to Consultant the information and materials necessary for Consultant to perform the Services;

(b) To the best of Client's knowledge, the materials and information provided to Consultant do not infringe the rights of any third party;

9.4 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 10: INDEMNIFICATION

10.1 Consultant Indemnification. Consultant shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or relating to:

(a) Any breach of Consultant's representations, warranties, or obligations under this Agreement;

(b) Any negligent or wrongful act or omission of Consultant or Consultant's personnel in the performance of the Services;

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

(d) Any failure by Consultant to comply with applicable laws, including Oregon tax, employment, and licensing requirements;

(e) Any claim by a third party (including any government agency) that Consultant or Consultant's personnel are employees rather than independent contractors.

10.2 Client Indemnification. Client shall indemnify, defend, and hold harmless Consultant and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or relating to:

(a) Any breach of Client's representations, warranties, or obligations under this Agreement;

(b) Any negligent or wrongful act or omission of Client or Client's personnel;

(c) Any claim arising from Client's use of the Deliverables or Work Product, except to the extent caused by Consultant's breach of this Agreement;

(d) Any materials or information provided by Client that infringe the Intellectual Property Rights of any third party.

10.3 Indemnification Procedures. The Party seeking indemnification (the "Indemnified Party") shall:

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

(b) Grant the indemnifying Party sole control of the defense and settlement (provided that the indemnifying Party shall not settle any claim without the Indemnified Party's consent if such settlement imposes any obligation on the Indemnified Party);

ARTICLE 11: LIMITATION OF LIABILITY

11.1 Limitation on Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY OREGON LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability. Select one:

☐ Capped: THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED $[________________] OR THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE [____]-MONTH PERIOD PRECEDING THE CLAIM, WHICHEVER IS [GREATER/LESSER].

☐ Uncapped: The Parties agree that no cap on liability shall apply to this Agreement.

11.3 Exceptions. The limitations set forth in Sections 11.1 and 11.2 shall not apply to:

(a) Breaches of confidentiality or trade secret obligations under Article 5;

(b) Intellectual property infringement claims under Article 6;

(d) Fraud, gross negligence, or willful misconduct;

(e) Breaches of the restrictive covenants in Article 7;

(f) Obligations to pay fees and expenses due under Article 4.

ARTICLE 12: INSURANCE

12.1 Required Coverage. Consultant shall obtain and maintain during the term of this Agreement, at Consultant's sole expense, the following insurance coverage:

(a) Commercial General Liability: Minimum coverage of $[________________] per occurrence and $[________________] aggregate;

(b) Professional Liability (Errors and Omissions): Minimum coverage of $[________________] per claim and $[________________] aggregate;

(c) Workers' Compensation: Statutory limits as required by the Oregon Workers' Compensation Law (ORS § 656.001 et seq.), if Consultant has employees;

(d) Employer's Liability: Minimum coverage of $[________________] per accident (if Consultant has employees);

(e) Cyber Liability Insurance (if applicable): Minimum coverage of $[________________] per occurrence for data breach and cyber incidents;

☐ Additional Insurance: [________________________________]

12.2 Certificates of Insurance. Upon Client's request, Consultant shall provide certificates of insurance evidencing the required coverage and naming Client as an additional insured under the Commercial General Liability policy.

12.3 Subcontractor Insurance. Consultant shall require all subcontractors to maintain comparable insurance coverage.

ARTICLE 13: OREGON-SPECIFIC COMPLIANCE PROVISIONS

13.1 Oregon Business Registration. Consultant represents that it has registered or will register with the Oregon Secretary of State as required for its entity type and has obtained any required Oregon business licenses.

13.2 No General Sales Tax. The Parties acknowledge that Oregon does not impose a general sales tax. However, Consultant shall be responsible for compliance with the Oregon Corporate Activity Tax (ORS § 317A.100 et seq.) if applicable to Consultant's business.

13.3 Oregon Pay Equity Act. To the extent applicable, the Parties acknowledge the Oregon Pay Equity Act (ORS § 652.220) and agree that compensation under this Agreement was determined based on legitimate business factors unrelated to protected class membership.

13.4 Oregon Workplace Fairness Act. The Parties acknowledge the Oregon Workplace Fairness Act (2019 Oregon Laws, Chapter 463), which restricts the use of nondisclosure and non-disparagement provisions related to discrimination, harassment, or sexual assault. No provision of this Agreement shall be construed to restrict either Party from disclosing information related to workplace discrimination, harassment, or sexual assault as protected by Oregon law.

13.5 Oregon E-Signatures. The Parties agree that this Agreement and related documents may be executed and delivered electronically in accordance with the Oregon Uniform Electronic Transactions Act (ORS § 84.001 et seq.), and that electronic signatures shall have the same legal force and effect as manual signatures.

13.6 Oregon Professional Licensing. If the Services require professional licensing in the State of Oregon, Consultant represents that it holds all required licenses, certifications, and registrations:

☐ Oregon professional license type: [________________________________]
☐ License number: [________________________________]
☐ Expiration date: [__/__/____]
☐ No professional license required for the Services

13.7 Oregon Prevailing Wage (If Applicable). If any portion of the Services constitutes "public works" as defined under ORS § 279C.800, Consultant shall comply with all prevailing wage requirements.

ARTICLE 14: DISPUTE RESOLUTION

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without giving effect to any principles of conflicts of law that would require the application of the laws of another jurisdiction.

14.2 Informal Resolution. The Parties shall first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through good-faith negotiation between senior representatives of the Parties for a period of [____] days.

14.3 Mediation. If the dispute is not resolved through negotiation, the Parties shall submit the dispute to mediation in [________________________________], Oregon, administered by:

☐ American Arbitration Association (AAA)
☐ JAMS
☐ Oregon Mediation Association
☐ Other: [________________________________]

The costs of mediation shall be shared equally by the Parties.

14.4 Arbitration or Litigation. If the dispute is not resolved through mediation, the Parties agree to resolve the dispute by:

☐ Binding Arbitration: The dispute shall be resolved by binding arbitration in [________________________________], Oregon, administered by [☐ AAA ☐ JAMS ☐ Other: ________________] in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by [☐ one ☐ three] arbitrator(s). The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

☐ Litigation: Either Party may file suit in the state or federal courts located in [________________________________] County, Oregon. Each Party consents to the exclusive jurisdiction and venue of such courts.

14.5 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY OREGON LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.6 Attorney's Fees. Pursuant to ORS § 20.096, in any action or proceeding on a contract arising out of this Agreement, the court shall award attorney fees and costs to the prevailing Party.

14.7 Injunctive Relief. Notwithstanding anything to the contrary herein, either Party may seek injunctive or other equitable relief from a court of competent jurisdiction in Oregon to prevent irreparable harm, including enforcement of the confidentiality, intellectual property, and restrictive covenant provisions of this Agreement, without the necessity of posting bond or proving actual damages.

ARTICLE 15: GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement, including all Exhibits and Statements of Work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

15.2 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties.

15.3 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.

15.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect. If any noncompetition provision is found to violate ORS § 653.295, such provision shall be void and severable, and the remaining provisions of this Agreement shall remain in full force and effect.

15.5 Assignment. Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be void.

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

(a) Delivered personally;
(b) Sent by certified mail, return receipt requested, postage prepaid;
(c) Sent by nationally recognized overnight courier; or
(d) Sent by email with confirmed receipt.

Notices shall be addressed to the Parties at the addresses set forth above or at such other address as a Party may designate by written notice.

15.7 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, severe weather (including Oregon-specific events such as wildfires, earthquakes, volcanic activity, and severe winter storms), war, terrorism, epidemics, pandemics, government actions, labor disputes, power failures, internet or telecommunications failures, or other force majeure events. The affected Party shall promptly notify the other Party and use reasonable efforts to mitigate the effects.

15.8 Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, franchise, or agency relationship between the Parties. Neither Party has the authority to bind the other Party or incur any obligation on its behalf.

15.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures transmitted by email, facsimile, or electronic signing platform shall be deemed original signatures for all purposes under the Oregon Uniform Electronic Transactions Act (ORS § 84.001 et seq.).

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

15.11 Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the Party that drafted or caused the Agreement to be drafted.

15.12 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement shall confer any rights or remedies upon any third party.

15.13 Cumulative Remedies. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies available at law, in equity, or under Oregon statutes, including the OUTSA (ORS § 646.461 et seq.).

ARTICLE 16: 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: [__/__/____]

NOTARIZATION (Optional — Oregon)

STATE OF OREGON
COUNTY OF [________________________________]

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

WITNESS my hand and official seal.

Notary Public: ________________________________
My Commission Expires: [__/__/____]
Commission Number: [________________________________]

[SEAL]

EXHIBIT A: STATEMENT OF WORK (SOW)

Statement of Work No. [____]

Effective Date of SOW: [__/__/____]

SOW Expiration Date: [__/__/____]

1. PROJECT OVERVIEW

Project Name: [________________________________]

Project Description: [________________________________]

2. SCOPE OF SERVICES

Consultant shall perform the following Services:

2.1 [________________________________]

2.2 [________________________________]

2.3 [________________________________]

2.4 [________________________________]

2.5 [________________________________]

3. DELIVERABLES

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

4. TIMELINE AND MILESTONES

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

5. COMPENSATION

Fee Structure for this SOW:

☐ Fixed Fee: $[________________]
☐ Hourly Rate: $[____] per hour (estimated [____] hours)
☐ Monthly Retainer: $[________________] per month
☐ Milestone-Based (see milestone payment schedule below)

Milestone Payment Schedule (if applicable):

Milestone	Payment Amount	Due Upon
[________________________________]	$[________________]	[________________________________]
[________________________________]	$[________________]	[________________________________]
[________________________________]	$[________________]	[________________________________]

Estimated Total for this SOW: $[________________]

Expense Budget (if applicable): $[________________]

6. CLIENT RESPONSIBILITIES

Client shall provide the following for this SOW:

6.1 [________________________________]

6.2 [________________________________]

6.3 [________________________________]

7. KEY PERSONNEL

Name	Role	Availability
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]

8. ASSUMPTIONS AND DEPENDENCIES

8.1 [________________________________]

8.2 [________________________________]

8.3 [________________________________]

9. ACCEPTANCE CRITERIA

Deliverables shall be deemed accepted upon:

☐ Written approval by Client within [____] Business Days of delivery
☐ Passage of [____] Business Days without written objection by Client
☐ Successful completion of acceptance testing as described in Section 3

10. SOW SIGNATURES

CLIENT:

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

CONSULTANT:

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

EXECUTION CHECKLIST

Prior to execution, confirm the following:

☐ All bracketed fields have been completed with specific information
☐ Appropriate compensation structure selected and detailed
☐ Term and renewal provisions selected
☐ Intellectual property ownership option selected
☐ Non-competition covenant included/excluded and ORS § 653.295 requirements satisfied (income threshold, garden leave/consideration, 12-month maximum)
☐ Non-solicitation periods specified
☐ Insurance requirements specified with adequate coverage amounts
☐ Statement of Work (Exhibit A) completed and attached
☐ Dispute resolution method selected (arbitration or litigation)
☐ Liability cap amount specified (if applicable)
☐ Oregon-licensed attorney has reviewed this Agreement
☐ Both Parties have received executed copies
☐ Consultant's independent contractor status verified under ORS § 670.600
☐ Oregon business registration confirmed
☐ Oregon Corporate Activity Tax obligations assessed
☐ Portland metro transit tax obligations assessed (if applicable)
☐ Professional licenses verified (if applicable)

This Consulting Services Agreement template is provided for informational purposes only and does not constitute legal advice. This document must be reviewed and customized by a qualified attorney licensed in the State of Oregon before use. Oregon law regarding noncompetition agreements (ORS § 653.295), independent contractor classification (ORS § 670.600), trade secrets (ORS § 646.461), and data breach notification (ORS § 646A.604) is subject to change; verify all statutory citations are current before execution. The template is designed for use on the ezel.ai platform for solo practitioners and small firms.

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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