Consulting Services Agreement

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CONSULTING SERVICES AGREEMENT

State of South Carolina

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: [________________________________]
South Carolina Business License No. (if applicable): [________________________________]
County Business License No. (if applicable): [________________________________]

(hereinafter referred to as "Consultant")

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

RECITALS

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

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

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

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

WHEREAS, the Parties acknowledge that South Carolina law permits restrictive covenants that are reasonable in scope, duration, and geographic limitation, and that the covenants in this Agreement are drafted in compliance with South Carolina common law 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 South Carolina 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 South Carolina Trade Secrets Act (SCTSA), S.C. Code Ann. § 39-8-10 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 South Carolina and applicable county and municipal ordinances; 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), 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 South Carolina law). Pursuant to S.C. Code Ann. § 34-31-20, the legal rate of interest in South Carolina is 8.75% per annum in the absence of a contractual agreement.

SOUTH CAROLINA LAW NOTE: Under S.C. Code Ann. § 34-31-20, the legal rate of interest is 8.75% per annum. For contractual obligations, parties may agree in writing to a higher rate. The maximum lawful interest rate under South Carolina usury law varies by transaction type; for most consumer transactions the ceiling applies, while commercial transactions between businesses have more flexibility. South Carolina courts may refuse to enforce interest rates that are unconscionable.

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, South Carolina income taxes, and any applicable local taxes. Client shall not withhold any amounts for taxes from Consultant's compensation unless required by law.

(b) South Carolina Income Tax. Consultant is responsible for reporting and paying South Carolina individual income tax on all net income from self-employment. South Carolina uses a graduated income tax system.

(c) South Carolina Sales Tax. South Carolina imposes a sales tax (currently 6%, plus applicable local option taxes). Most professional consulting services are generally exempt from South Carolina sales tax; however, certain services involving the transfer of tangible personal property may be taxable. Consultant and Client shall determine the applicability of sales tax to the Services.

(d) County/Municipal Business License Tax. South Carolina counties and municipalities impose business license taxes on businesses operating within their jurisdictions. Consultant shall be solely responsible for obtaining required county and municipal business licenses and paying applicable business license taxes in the jurisdictions where Services are performed.

SOUTH CAROLINA TAX NOTE: South Carolina has a unique county/municipal business license tax system. Nearly all South Carolina counties and municipalities require businesses (including independent contractors) to obtain a local business license and pay a business license tax based on gross income or volume of business. The South Carolina Business Licensing Uniformity Act (S.C. Code Ann. § 6-1-400 et seq.) provides standardization. Consultant should verify business license requirements for each county and municipality where Services are performed. Failure to obtain a business license can result in fines and penalties.

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 — South Carolina Trade Secrets Act (SCTSA). The Parties acknowledge that certain Confidential Information may constitute "trade secrets" under S.C. Code Ann. § 39-8-10 et seq. The obligations of this Article 5 supplement and do not limit any rights or remedies available under the SCTSA, including:

(a) Injunctive relief for actual or threatened misappropriation (S.C. Code Ann. § 39-8-30);

(b) Recovery of actual damages caused by misappropriation, including unjust enrichment (S.C. Code Ann. § 39-8-40);

(c) Exemplary damages not exceeding twice the award for willful and malicious misappropriation (S.C. Code Ann. § 39-8-40);

(d) Attorney's fees if willful and malicious misappropriation exists or if a claim of misappropriation is made in bad faith (S.C. Code Ann. § 39-8-50);

(e) A three-year (3-year) statute of limitations for misappropriation claims (S.C. Code Ann. § 39-8-60).

SOUTH CAROLINA TRADE SECRETS NOTE: Under the SCTSA, every employee who is informed of or should reasonably have known of the existence of any employer's trade secret has a duty to refrain from using or disclosing the trade secret without the employer's permission, independently of and in addition to any written agreement. Importantly, a contractual duty to maintain secrecy of a trade secret must NOT be considered void or unenforceable for lack of a durational or geographical limitation (S.C. Code Ann. § 39-8-30). This is a significant advantage for employers under South Carolina law — trade secret non-disclosure provisions do not require time or geographic limits to be enforceable.

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. Pursuant to S.C. Code Ann. § 39-8-30, the duty to maintain secrecy of trade secrets is not subject to durational limitations.

5.7 Data Breach Notification — South Carolina Law. In the event of a breach of security involving personal information as defined in S.C. Code Ann. § 39-1-90, the Parties agree as follows:

(a) Each Party shall implement and maintain reasonable security procedures and practices to protect personal information from unauthorized access, destruction, use, modification, or disclosure;

(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 S.C. Code Ann. § 39-1-90, the Party experiencing the breach shall provide notification to affected South Carolina residents of a breach of the security of the system following discovery or notification of the breach when the illegal use of the information has occurred or is reasonably likely to occur, or when use of the information creates a material risk of harm to the resident;

(d) The disclosure shall be made in the most expedient time possible and without unreasonable delay, consistent with the legitimate needs of law enforcement or any measures necessary to determine the scope of the breach and restore the reasonable integrity of the data system;

(e) If the breach affects more than 1,000 residents, the Party experiencing the breach shall also notify the consumer reporting agencies and the South Carolina Department of Consumer Affairs;

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

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

SOUTH CAROLINA DATA BREACH NOTE: Under S.C. Code Ann. § 39-1-90, "personal identifying information" means the first name or first initial and last name in combination with any one or more of the following unencrypted data elements: Social Security number, driver's license number or state ID number, financial account number, or other numbers or information that could be used to access an individual's financial accounts. A person who violates this section is subject to penalties including injunction and actual damages. Willful violations may result in penalties up to $1,000 per resident, not to exceed $250,000 per breach.

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 — SOUTH CAROLINA-SPECIFIC PROVISIONS

SOUTH CAROLINA LAW NOTE: South Carolina courts generally disfavor restrictive covenants but will enforce them if they are: (1) necessary to protect a legitimate business interest of the employer (such as trade secrets, customer relationships, or specialized training); (2) reasonably limited in time; (3) reasonably limited in geographic scope; and (4) reasonably limited in scope of activity restricted. South Carolina courts apply a strict reasonableness standard and will NOT blue-pencil or reform overly broad restrictive covenants — if a covenant is unreasonable, it is void in its entirety. Additionally, unlike some states, continued at-will employment alone is NOT sufficient consideration for a restrictive covenant in South Carolina; separate, additional consideration must be provided.

7.1 Non-Competition Covenant. Select one:

☐ Non-Competition Included: During the term of this Agreement and for a period of [____] months after the termination or expiration of this Agreement, Consultant agrees not to directly or indirectly provide consulting services that are substantially similar to the Services to any business that directly competes with Client within the following geographic area: [________________________________].

This non-competition covenant satisfies the following South Carolina requirements:

(a) Legitimate Business Interest: Client has a legitimate business interest to protect, including:
☐ Trade secrets and confidential information
☐ Customer relationships and goodwill
☐ Specialized training provided to Consultant
☐ Other: [________________________________]

(b) Consideration: This non-competition covenant is supported by the following consideration beyond the engagement itself (required under South Carolina law):
☐ Additional monetary consideration of $[________________]
☐ Access to trade secrets or confidential information
☐ Specialized training or professional development valued at $[________________]
☐ Other: [________________________________]

Duration: [____] months (South Carolina courts generally find periods of 1-2 years reasonable, depending on the circumstances)
Geographic Scope: [________________________________] (must be specifically defined and related to Client's actual business territory)
Scope of Activity: Limited to [________________________________] (must be narrowly tailored to the specific services provided)

(d) No Greater Restriction Than Necessary: The restrictions do not impose greater restrictions than necessary to protect Client's legitimate business interests, and do not impose an undue hardship on Consultant.

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

SOUTH CAROLINA NON-COMPETE WARNING: South Carolina courts will NOT blue-pencil or reform overly broad restrictive covenants. If any element (time, geographic scope, or activity) is found unreasonable, the ENTIRE non-compete provision will be struck down and rendered void. Draft all restrictive covenants conservatively. Additional consideration beyond continued employment/engagement is required. Consult a South Carolina-licensed attorney before including any non-compete 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 or indirectly 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;

(c) Is limited to clients or customers with whom Consultant had a direct relationship or about whom Consultant received Confidential Information during the engagement.

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.

ARTICLE 8: INDEPENDENT CONTRACTOR STATUS — SOUTH CAROLINA-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 South Carolina Four-Factor Right-of-Control Test. The Parties acknowledge that South Carolina courts apply a four-factor "right of control" test to determine whether a worker is an employee or independent contractor. The Parties represent that the following factors support Consultant's independent contractor classification:

(a) Direct Evidence of Right or Exercise of Control: Client retains the right to specify the desired results of the Services but shall NOT control or direct the manner, means, or methods by which Consultant accomplishes the results. Consultant shall have full control over the manner of performing the Services.

(b) Furnishing of Equipment: Consultant shall furnish its own tools, equipment, materials, and supplies necessary to perform the Services. Client shall NOT provide the primary tools or equipment used by Consultant, except as specifically noted:
☐ Consultant provides all tools and equipment
☐ Client provides the following (specify): [________________________________]

(c) Method of Payment: Consultant is compensated per project, per engagement, per milestone, or at an agreed hourly/daily rate — NOT as a salaried employee on a regular payroll. Payment is made upon submission of invoices, not through regular payroll.

(d) Right to Fire: Client may terminate this Agreement for cause or convenience as described in Article 3, but the manner and timing of termination are governed by this Agreement, not by an at-will employment relationship. Consultant similarly has the right to terminate.

SOUTH CAROLINA IC CLASSIFICATION NOTE: South Carolina courts apply a four-factor right-of-control test, with the right to control the manner and means of the work being the most important factor. The test examines: (1) direct evidence of right or exercise of control; (2) furnishing of equipment; (3) method of payment; and (4) right to fire. The analysis focuses on the right of control, not whether control is actually exercised. Misclassification can result in liability under the South Carolina Employment Security Law (S.C. Code Ann. § 41-27-230), workers' compensation obligations (S.C. Code Ann. § 42-1-10 et seq.), and tax liability.

8.3 Additional Independent Contractor Factors. The following factors further support Consultant's independent contractor status:

☐ Consultant maintains a separate business location;
☐ Consultant bears the risk of loss related to the business;
☐ Consultant provides services to multiple clients;
☐ Consultant is responsible for correcting defective work at own expense;
☐ Consultant does not receive employee benefits from Client;
☐ Consultant has the ability to hire and fire its own employees;
☐ Consultant holds applicable business licenses and registrations.

8.4 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 South Carolina income tax.

8.5 Workers' Compensation. Consultant acknowledges that it is not covered by Client's workers' compensation insurance under the South Carolina Workers' Compensation Law (S.C. Code Ann. § 42-1-10 et seq.) and shall maintain its own coverage if required by law or as prudent for its business.

SOUTH CAROLINA NOTE: Under S.C. Code Ann. § 42-1-360, certain occupations and businesses with fewer than four employees may be exempt from mandatory workers' compensation coverage. However, independent contractors are generally not covered regardless of the size of the hiring entity's workforce.

8.6 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 South Carolina laws and local ordinances.

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 restrictive covenant or agreement that would conflict with or restrict Consultant's ability to perform the Services;

(e) Consultant holds all necessary licenses, permits, and certifications required to perform the Services in the State of South Carolina, including any required county or municipal business licenses;

(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 South Carolina 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 SOUTH CAROLINA 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 South Carolina Workers' Compensation Law (S.C. Code Ann. § 42-1-10 et seq.), if Consultant has four (4) or more 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: SOUTH CAROLINA-SPECIFIC COMPLIANCE PROVISIONS

13.1 County and Municipal Business License Requirements. Consultant represents that it has obtained or shall obtain all necessary county and municipal business licenses required in the jurisdiction(s) where Services are to be performed, as required under the South Carolina Business Licensing Uniformity Act (S.C. Code Ann. § 6-1-400 et seq.).

The following business licenses have been obtained or will be obtained:

Jurisdiction	License Type	License Number	Expiration Date
[________________________________]	[________________________________]	[________________________________]	[__/__/____]
[________________________________]	[________________________________]	[________________________________]	[__/__/____]
[________________________________]	[________________________________]	[________________________________]	[__/__/____]

SOUTH CAROLINA BUSINESS LICENSE NOTE: Nearly every South Carolina county and municipality requires a business license. The South Carolina Business Licensing Uniformity Act (S.C. Code Ann. § 6-1-400 et seq.) standardizes the business license process. Business license taxes are typically based on gross income and vary by jurisdiction. The South Carolina Municipal Association and individual county/city offices can provide specific requirements. Failure to obtain a required business license may result in fines and penalties.

13.2 South Carolina Illegal Immigration Reform Act. To the extent applicable, Consultant shall comply with the South Carolina Illegal Immigration Reform Act (S.C. Code Ann. § 41-8-10 et seq.), including verification of employment eligibility of its employees through the federal E-Verify program if required.

13.3 South Carolina E-Signatures. The Parties agree that this Agreement and related documents may be executed and delivered electronically in accordance with the South Carolina Uniform Electronic Transactions Act (S.C. Code Ann. § 26-6-10 et seq.), and that electronic signatures shall have the same legal force and effect as manual signatures.

13.4 South Carolina Professional Licensing. If the Services require professional licensing in the State of South Carolina, Consultant represents that it holds all required licenses, certifications, and registrations under the applicable provisions of S.C. Code Ann. § 40-1-10 et seq.:

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

13.5 South Carolina Unfair Trade Practices Act. The Parties acknowledge the South Carolina Unfair Trade Practices Act (S.C. Code Ann. § 39-5-10 et seq.) and agree that neither Party shall engage in any unfair or deceptive acts or practices in connection with this Agreement.

13.6 Right-to-Work State. The Parties acknowledge that South Carolina is a right-to-work state under the South Carolina Right to Work Law (S.C. Code Ann. § 41-7-10 et seq.), and that no provision of this Agreement shall be construed to require membership in or financial support of any labor organization as a condition of engagement.

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 South Carolina, 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 [________________________________], South Carolina, administered by:

☐ American Arbitration Association (AAA)
☐ JAMS
☐ South Carolina Bar Dispute Resolution
☐ 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 [________________________________], South Carolina, 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. The South Carolina Uniform Arbitration Act (S.C. Code Ann. § 15-48-10 et seq.) shall govern procedural matters.

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

14.5 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY SOUTH CAROLINA 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. In any action or proceeding to enforce any provision of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney's fees and costs from the non-prevailing Party.

SOUTH CAROLINA NOTE: South Carolina follows the "American Rule" — each party bears its own attorney's fees absent a contractual or statutory provision. This contractual provision permits the prevailing party to recover fees.

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 South Carolina 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 severed from this Agreement, and the remaining provisions shall continue in full force and effect. The Parties acknowledge that South Carolina courts do NOT blue-pencil or reform overly broad restrictive covenants; therefore, if any restrictive covenant in Article 7 is found unreasonable, it will be void in its entirety and severable from the remaining provisions.

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 South Carolina-specific events such as hurricanes, tropical storms, flooding, tornadoes, and severe thunderstorms), 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 South Carolina Uniform Electronic Transactions Act (S.C. Code Ann. § 26-6-10 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 South Carolina statutes, including the SCTSA (S.C. Code Ann. § 39-8-10 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 — South Carolina)

STATE OF SOUTH CAROLINA
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 with adequate consideration (beyond continued engagement)
☐ Non-compete duration, geographic scope, and activity scope are conservative and narrowly tailored (SC does NOT blue-pencil)
☐ 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)
☐ South Carolina-licensed attorney has reviewed this Agreement
☐ Both Parties have received executed copies
☐ Consultant's independent contractor status verified under South Carolina four-factor test
☐ County and municipal business licenses obtained
☐ 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 South Carolina before use. South Carolina law regarding restrictive covenants (no blue-pencil doctrine), independent contractor classification (four-factor right-of-control test), trade secrets (SCTSA, S.C. Code Ann. § 39-8-10 et seq.), data breach notification (S.C. Code Ann. § 39-1-90), and county/municipal business licensing (S.C. Code Ann. § 6-1-400 et seq.) 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