Consulting Services Agreement

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CONSULTING SERVICES AGREEMENT

State of South Dakota

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: [________________________________]

CONSULTANT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: ☐ Individual ☐ Sole Proprietorship ☐ LLC ☐ Corporation ☐ Partnership ☐ Other: [________________]
State of Organization: [________________________________]
Federal Tax ID/EIN: [________________________________]

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

RECITALS

WHEREAS, Client desires to retain the services of a qualified consultant to provide certain professional consulting services as described herein and in one or more Statements of Work;

WHEREAS, Consultant represents that it possesses the qualifications, expertise, and resources necessary to perform such services in a professional and competent manner;

WHEREAS, the Parties desire to set forth the terms and conditions governing their engagement, including the relationship, compensation, intellectual property rights, confidentiality obligations, and other matters;

WHEREAS, the Parties intend that this Agreement shall be governed by the laws of the State of South Dakota; and

WHEREAS, the Parties acknowledge that South Dakota does not impose a state income tax, and that the tax treatment of compensation paid under this Agreement shall be governed by applicable federal tax law and South Dakota's no-income-tax status;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties set forth herein, 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 The following terms shall have the meanings ascribed to them below when used in this Agreement:

(a) "Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, where "control" means the ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interests.

(b) "Business Day" means any day other than a Saturday, Sunday, or a day on which banks are authorized or required to close in the State of South Dakota.

(c) "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.

(d) "Confidential Information" has the meaning set forth in Section 5.1.

(e) "Deliverables" means any tangible or intangible work product, reports, analyses, documents, software, data, materials, or other items to be delivered by Consultant to Client as specified in a Statement of Work.

(f) "Effective Date" means the date first written above.

(g) "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, trade dress, domain names, moral rights, rights of publicity, and all other intellectual property rights of any kind under the laws of any jurisdiction.

(h) "Pre-Existing Materials" means any materials, methodologies, tools, software, frameworks, templates, data, know-how, or other intellectual property owned or licensed by a Party prior to the Effective Date or developed by a Party independently of this Agreement.

(i) "Services" means the consulting, advisory, and professional services to be performed by Consultant as described in this Agreement and any Statement of Work.

(j) "Statement of Work" or "SOW" means a written document executed by both Parties that describes specific Services, Deliverables, timelines, fees, and other project-specific terms, substantially in the form attached hereto as Exhibit A.

(k) "Trade Secret" has the meaning ascribed under the South Dakota Uniform Trade Secrets Act, SDCL § 37-29-1, including information that derives independent economic value from not being generally known and is the subject of reasonable efforts to maintain its secrecy.

(l) "Work Product" means all Deliverables, inventions, discoveries, improvements, designs, documents, data, software, and other materials created, conceived, or developed by Consultant, solely or jointly with Client, in the performance of the Services under this Agreement.

ARTICLE 2: SCOPE OF SERVICES AND INDEPENDENT CONTRACTOR STATUS

2.1 Engagement. Client hereby engages Consultant, and Consultant hereby accepts such engagement, to perform the Services described in one or more Statements of Work executed by the Parties from time to time during the term of this Agreement. No Services shall be performed except pursuant to an executed Statement of Work.

2.2 Standard of Performance. Consultant shall perform the Services in a professional, competent, and timely manner, consistent with generally accepted industry standards and practices applicable to the type of consulting services being provided. Consultant shall devote sufficient time, attention, and resources to ensure the successful completion of the Services.

2.3 Independent Contractor Status. The Parties expressly acknowledge and agree that Consultant is an independent contractor and not an employee, agent, partner, or joint venturer of Client. This classification is intended to be consistent with the standards set forth in SDCL § 61-1-11 and applicable South Dakota common law regarding independent contractor status. Specifically:

(a) Control. Consultant shall have and retain the right to exercise full control and discretion over the means, methods, techniques, sequences, and procedures of performing the Services. Client may specify the desired results but shall not direct or control the manner in which Consultant achieves those results. Pursuant to SDCL § 61-1-11, Consultant represents that it is free from control or direction over the performance of services, both under this Agreement and in fact;

(b) Independently Established Business. Consultant represents and warrants that it is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as the Services provided under this Agreement, as required by SDCL § 61-1-11;

(c) No Employment Benefits. Consultant shall not be entitled to or eligible for any employee benefits from Client, including but not limited to health insurance, retirement plans, paid time off, workers' compensation, or unemployment insurance benefits;

(d) Taxes. Consultant shall be solely responsible for all federal, state, and local taxes arising from compensation received under this Agreement, including self-employment taxes, estimated tax payments, and any applicable South Dakota sales or use taxes. South Dakota does not impose a state individual or corporate income tax; however, Consultant acknowledges the applicability of the South Dakota Contractor's Excise Tax (SDCL § 10-46A-1 et seq.) where applicable to certain construction or improvement services;

(e) Tools and Equipment. Consultant shall furnish its own tools, equipment, supplies, and workspace necessary to perform the Services, unless otherwise specified in a Statement of Work;

(f) Right to Delegate. Consultant may use subcontractors or employees to assist in performing the Services, subject to Client's prior written approval. Consultant shall remain fully responsible for all work performed by its subcontractors or employees and shall ensure their compliance with this Agreement;

(g) Multiple Clients. Consultant is free to provide services to other clients during the term of this Agreement, provided that such other engagements do not create a conflict of interest with the Services or violate any other provision of this Agreement.

2.4 No Authority to Bind. Consultant shall have no authority to enter into any contracts, agreements, or commitments on behalf of Client, or to bind Client in any manner, without Client's prior express written authorization.

2.5 Compliance with Laws. Consultant shall comply with all applicable federal, state, and local laws, regulations, ordinances, and orders in the performance of the Services, including but not limited to applicable South Dakota licensing requirements and professional regulations.

ARTICLE 3: TERM AND TERMINATION

3.1 Initial Term. This Agreement shall commence on the Effective Date and shall continue for a period of [________________] (the "Initial Term"), unless earlier terminated as provided herein.

3.2 Renewal. (Select one)

☐ Automatic Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive periods of [________________] each (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.

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

3.3 Termination for Convenience. Either Party may terminate this Agreement at any time, with or without cause, by providing [____] days' prior written notice to the other Party.

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

(a) The other Party commits a material breach of this Agreement and fails to cure such breach within [____] days after receiving written notice specifying the breach in reasonable detail;

(b) The other Party becomes insolvent, files or has filed against it a petition in bankruptcy, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed for a substantial portion of its assets;

(d) The other Party violates any applicable law or regulation in connection with its performance under this Agreement.

3.5 Termination of Statements of Work. Termination of this Agreement shall automatically terminate all outstanding Statements of Work. A Statement of Work may be terminated independently in accordance with its own terms or the termination provisions of this Agreement without terminating this Agreement.

3.6 Effects of Termination.

(a) Payment for Services Rendered. Upon termination or expiration, Client shall pay Consultant for all Services satisfactorily performed and all approved expenses incurred through the effective date of termination, as well as any non-cancellable commitments reasonably made by Consultant in connection with the Services prior to receipt of notice of termination.

(b) Return of Materials. Within [____] days after termination, each Party shall return or destroy all Confidential Information, materials, and property of the other Party in its possession, subject to the provisions of Article 5. Consultant shall deliver to Client all completed and in-progress Work Product and Deliverables.

(c) Wind-Down Services. If requested by Client, Consultant shall provide reasonable transition assistance for a period of up to [____] days following termination, at Consultant's then-current hourly rates.

(d) Survival. The following provisions shall survive any termination or expiration of this Agreement: Articles 1 (Definitions), 5 (Confidentiality), 6 (Intellectual Property), 8 (Representations and Warranties, to the extent of the warranty period), 9 (Indemnification), 10 (Limitation of Liability), 12 (Restrictive Covenants, if applicable), 13 (Governing Law; Jurisdiction), 14 (Dispute Resolution), and 15 (Additional General Provisions), as well as any payment obligations accrued prior to termination.

ARTICLE 4: COMPENSATION AND PAYMENT

4.1 Fee Structure. Client shall pay Consultant for the Services in accordance with the fee structure specified in each Statement of Work. The fee structure may include one or more of the following:

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

☐ Hourly Rate: Consultant's hourly rate shall be $[________________] per hour. Consultant shall maintain contemporaneous time records and submit them with each invoice.

☐ Monthly Retainer: Client shall pay Consultant a monthly retainer of $[________________] for up to [____] hours of Services per month. Additional hours shall be billed at $[________________] per hour.

☐ Milestone-Based: Compensation shall be tied to the completion and acceptance of specified milestones as set forth in the applicable SOW.

☐ Other: [________________________________]

4.2 Expenses. Client shall reimburse Consultant for reasonable, documented, out-of-pocket expenses incurred in connection with the Services, subject to the following conditions:

(a) Expenses exceeding $[________________] individually or $[________________] in the aggregate during any calendar month must be pre-approved in writing by Client;

(b) Consultant shall provide receipts or other reasonable documentation for all expenses;

(c) Travel expenses shall be reimbursed at actual cost (coach-class airfare, standard hotel accommodations) or at rates specified in the applicable SOW;

(d) Mileage shall be reimbursed at the then-current IRS standard mileage rate.

4.3 Invoicing. Consultant shall submit invoices to Client: ☐ Monthly ☐ Bi-monthly ☐ Upon milestone completion ☐ Other: [________________]. Each invoice shall include:

(a) A description of the Services performed during the billing period;
(b) The hours worked (for time-based billing), including the date, description, and personnel for each time entry;
(c) The milestones completed (for milestone-based billing);
(d) Itemized expenses with supporting documentation;
(e) The applicable SOW number and reference;
(f) The total amount due.

4.4 Payment Terms. Client shall pay all undisputed invoiced amounts within [____] days of receipt of a proper invoice. Payment shall be made by: ☐ Check ☐ ACH/Wire Transfer ☐ Credit Card ☐ Other: [________________].

4.5 Late Payment. (Select one)

☐ Option A — South Dakota Statutory Rate. Any undisputed amount not paid when due shall accrue interest at the rate of fifteen percent (15%) per annum, which is the legal rate of interest in South Dakota under SDCL § 54-3-4, from the date such payment was due until the date of actual payment.

☐ Option B — Contractual Rate. Any undisputed amount not paid when due shall accrue interest at the rate of [____]% per month ([____]% per annum) from the date such payment was due until the date of actual payment. Note: Pursuant to SDCL § 54-3-1.1, parties may establish any interest rate by written agreement without maximum or usury restriction when both parties are business entities.

☐ Option C — Lower of Contractual and Statutory Rate. Any undisputed amount not paid when due shall accrue interest at the lower of [____]% per annum or the maximum rate permitted by applicable law.

4.6 Invoice Disputes. If Client disputes any portion of an invoice in good faith, Client shall: (a) pay the undisputed portion by the due date; (b) provide written notice of the dispute, including a reasonably detailed description of the basis for the dispute, within [____] days of receipt of the invoice; and (c) work in good faith with Consultant to resolve the dispute promptly. Consultant shall not suspend or withhold Services while an invoice dispute is being resolved in good faith, provided Client has paid all undisputed amounts.

4.7 Taxes. All fees stated in this Agreement are exclusive of all applicable taxes. Client shall be responsible for all sales, use, excise, value-added, or similar taxes imposed on the Services, excluding taxes based on Consultant's income. South Dakota does not impose a state income tax on individuals or corporations. However, certain services may be subject to South Dakota sales tax (SDCL § 10-45-1 et seq.) or Contractor's Excise Tax (SDCL § 10-46A-1 et seq.); the Parties shall determine the applicability of such taxes and allocate responsibility accordingly.

4.8 Right to Audit. Client shall have the right, upon [____] days' prior written notice, to audit Consultant's books, records, and time records related to invoicing under this Agreement for a period of [____] years following each invoice. If an audit reveals an overcharge of more than five percent (5%), Consultant shall reimburse Client for the reasonable cost of the audit in addition to refunding the overcharge.

ARTICLE 5: CONFIDENTIALITY AND DATA PROTECTION

5.1 Definition of Confidential Information. "Confidential Information" means any and all non-public, proprietary, or confidential information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by any other means, including but not limited to:

(a) Trade secrets as defined under the South Dakota Uniform Trade Secrets Act, SDCL § 37-29-1 et seq.;

(b) Business plans, strategies, financial information, pricing, customer lists, supplier information, marketing plans, and projections;

(c) Technical data, know-how, inventions, processes, techniques, algorithms, software code, designs, specifications, and formulas;

(d) Personnel information, organizational structures, and human resources data;

(e) Legal matters, pending or threatened litigation, and regulatory compliance information;

(f) Any information that is marked or designated as "confidential," "proprietary," or with similar designation, or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Exclusions. Confidential Information shall not include information that:

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

(b) Was rightfully known to the Receiving Party prior to disclosure, without obligation of confidentiality, as evidenced by written records;

(c) Is rightfully received from a third party without restriction on disclosure and without breach of any obligation of confidentiality;

(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records;

(e) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party: (i) provides prompt written notice to the Disclosing Party (to the extent legally permitted); (ii) cooperates with the Disclosing Party's reasonable efforts to obtain a protective order or other remedy; and (iii) discloses only the minimum information required.

5.3 Obligations. The Receiving Party shall:

(a) Use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement;

(b) Protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care;

(c) Limit access to Confidential Information to those employees, contractors, agents, and professional advisors who have a need to know and who are bound by obligations of confidentiality at least as restrictive as those set forth herein;

(d) Not disclose, publish, or disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party;

(e) Promptly notify the Disclosing Party of any unauthorized disclosure or use of Confidential Information of which the Receiving Party becomes aware.

5.4 Duration of Obligations. The obligations of confidentiality set forth in this Article 5 shall continue for a period of [________________] following the termination or expiration of this Agreement; provided, however, that with respect to Trade Secrets (as defined under SDCL § 37-29-1), such obligations shall continue for so long as the information qualifies as a Trade Secret under applicable law.

5.5 Return or Destruction. Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all tangible and intangible embodiments of the Disclosing Party's Confidential Information. The Receiving Party shall certify in writing that it has complied with this Section. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Confidential Information in its legal files solely for the purpose of establishing its rights and obligations under this Agreement, and may retain copies stored in routine electronic backup systems, provided such retained copies remain subject to the confidentiality obligations herein.

5.6 Data Breach Notification — South Dakota Law. In accordance with SDCL § 22-40-19 et seq., if either Party becomes aware of a breach of system security involving personal information (as defined in SDCL § 22-40-19) of the other Party's employees, customers, or other individuals, the Party experiencing the breach shall:

(a) Notify the affected Party and all affected South Dakota residents no later than sixty (60) days from the date of discovery or notification of the breach, as required by SDCL § 22-40-20;

(b) Notify the South Dakota Attorney General if the breach affects more than two hundred fifty (250) residents of South Dakota, as required by SDCL § 22-40-22;

(d) Take reasonable steps to mitigate the effects of the breach and prevent future breaches;

(e) Maintain records of the breach investigation and notification for a minimum of three (3) years.

5.7 Data Security. Each Party shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect the other Party's Confidential Information and any personal information processed in connection with the Services, consistent with industry best practices and applicable law.

5.8 Injunctive Relief. Each Party acknowledges that a breach of this Article 5 may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of any actual or threatened breach, the non-breaching Party shall be entitled to seek injunctive relief, specific performance, or other equitable relief, in addition to all other available legal remedies, without the necessity of posting a bond or proving actual damages.

ARTICLE 6: INTELLECTUAL PROPERTY

6.1 Work Product Ownership. (Select one)

☐ Option A — Client Ownership. All Work Product shall be the sole and exclusive property of Client. To the extent that any Work Product constitutes a "work made for hire" under the U.S. Copyright Act (17 U.S.C. § 101), it shall be deemed a work made for hire. To the extent any Work Product does not qualify as a work made for hire, Consultant hereby irrevocably assigns and transfers to Client all right, title, and interest in and to such Work Product, including all Intellectual Property Rights therein.

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

☐ Option C — Joint Ownership. The Work Product shall be jointly owned by Client and Consultant, with each Party having the right to use, license, and exploit the Work Product without accounting to the other Party, subject to the confidentiality obligations of this Agreement.

6.2 Assignment of Rights. Consultant shall, at Client's request and expense, execute all documents and take all actions reasonably necessary to perfect, protect, and enforce Client's rights in the Work Product, including executing patent applications, copyright registrations, and assignment documents. Consultant hereby irrevocably appoints Client as its attorney-in-fact for the sole purpose of executing such documents if Consultant fails to do so within ten (10) Business Days of Client's request.

6.3 Pre-Existing Materials. Each Party shall retain all right, title, and interest in its Pre-Existing Materials. If Consultant incorporates any of its Pre-Existing Materials into any Work Product or Deliverables, Consultant hereby grants Client a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free license to use, reproduce, modify, distribute, display, and create derivative works of such Pre-Existing Materials, but solely as incorporated into or necessary for the use of the Work Product or Deliverables. Pre-Existing Materials to be incorporated are identified in Exhibit B.

6.4 Third-Party Materials. Consultant shall not incorporate any third-party materials into the Work Product or Deliverables without Client's prior written consent. If Client consents, Consultant shall ensure that Client receives a license to use such third-party materials to the extent necessary for Client's intended use of the Work Product or Deliverables.

6.5 Moral Rights. To the fullest extent permitted by applicable law, Consultant hereby waives and agrees never to assert any moral rights, droit moral, or similar rights in the Work Product.

6.6 Feedback. If Client provides any suggestions, ideas, feedback, or recommendations regarding Consultant's Pre-Existing Materials or services generally ("Feedback"), Consultant shall be free to use such Feedback for any purpose without obligation to Client.

ARTICLE 7: REPRESENTATIONS AND WARRANTIES

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

(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and is qualified to do business in South Dakota to the extent required;

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

(c) The execution and performance of this Agreement do not violate any law, regulation, or agreement to which it is bound;

(d) This Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws.

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

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

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

(d) The Work Product and Deliverables shall not infringe upon or misappropriate any Intellectual Property Rights of any third party;

(e) Consultant shall maintain all licenses and permits required to perform the Services in South Dakota;

(f) Consultant is not a party to any agreement that would prevent or impair Consultant's ability to perform the Services or grant the rights contemplated by this Agreement;

(g) All personnel assigned to perform the Services are authorized to work in the United States;

(h) Consultant shall comply with all applicable South Dakota professional licensing requirements.

7.3 Warranty Period. If any Deliverable fails to conform to the warranties set forth in Section 7.2 during a period of [________________] following acceptance of such Deliverable (the "Warranty Period"), Consultant shall, at its own cost and expense, promptly re-perform the Services or correct the Deliverable to achieve conformance.

7.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CONSULTANT DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL ACHIEVE ANY PARTICULAR RESULTS OR OUTCOMES.

ARTICLE 8: INDEMNIFICATION

8.1 Indemnification by Consultant. Consultant shall defend, indemnify, and hold harmless Client and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "Client Indemnitees"), from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of or resulting from:

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

(b) Any negligent or wrongful act or omission of Consultant or its personnel in connection with the performance of the Services;

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

(d) Any claim that Consultant or its personnel are employees of Client rather than independent contractors, including any liability for taxes, benefits, penalties, or interest arising therefrom;

(e) Any violation by Consultant of applicable law, regulation, or professional standard;

(f) Any bodily injury, death, or property damage caused by Consultant or its personnel.

8.2 Indemnification by Client. Client shall defend, indemnify, and hold harmless Consultant and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "Consultant Indemnitees"), from and against any and all Losses arising out of or resulting from:

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

(b) Any negligent or wrongful act or omission of Client in connection with this Agreement;

(c) Any claim arising from Client's use of the Work Product or Deliverables in a manner not contemplated by this Agreement or the applicable Statement of Work;

(d) Any claim arising from materials, data, or instructions provided by Client to Consultant.

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

(a) Provide the indemnifying Party (the "Indemnifying Party") with prompt written notice of any claim for which indemnification is sought;

(b) Grant the Indemnifying Party sole control of the defense and settlement of such claim, provided that the Indemnifying Party shall not settle any claim without the Indemnified Party's prior written consent if such settlement would impose any obligation on the Indemnified Party (other than the payment of money covered by the indemnification) or would not include a full and unconditional release of all Indemnified Parties;

(d) The Indemnified Party may participate in the defense at its own expense with counsel of its choosing.

ARTICLE 9: LIMITATION OF LIABILITY

9.1 Limitation of Direct Damages. (Select one)

☐ Option A — Cap on Liability. EXCEPT FOR THE OBLIGATIONS SET FORTH IN SECTIONS 9.3 AND 9.4, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED $[________________] OR [____] TIMES THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE [____]-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY, WHICHEVER IS GREATER.

☐ Option B — No Cap. The Parties agree that there shall be no cap on direct damages recoverable under this Agreement.

9.2 Exclusion of Consequential Damages. EXCEPT AS PROVIDED IN SECTIONS 9.3 AND 9.4, IN NO EVENT SHALL EITHER PARTY 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, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Exceptions — Unlimited Liability. The limitations set forth in Sections 9.1 and 9.2 shall not apply to:

(a) Losses arising from a Party's breach of Article 5 (Confidentiality) or misappropriation of Trade Secrets under SDCL § 37-29-1 et seq.;

(b) Losses arising from a Party's breach of Article 6 (Intellectual Property);

(c) Consultant's indemnification obligations under Section 8.1(c) (IP infringement) and Section 8.1(d) (employee misclassification);

(d) Losses arising from a Party's willful misconduct, gross negligence, or fraud;

(e) Bodily injury or death caused by a Party's negligence or willful misconduct.

9.4 Minimum Liability Floor. Notwithstanding Section 9.1, neither Party's liability shall be limited to an amount less than $[________________].

ARTICLE 10: INSURANCE

10.1 Required Insurance. Throughout the term of this Agreement and for a period of [____] years following its termination, Consultant shall maintain in full force and effect the following insurance coverages with insurance carriers licensed or admitted in South Dakota having an A.M. Best rating of A- VII or better:

(a) Commercial General Liability Insurance:

Per Occurrence Limit: Not less than $[________________]
General Aggregate Limit: Not less than $[________________]
Coverage shall include premises and operations, products and completed operations, personal and advertising injury, and contractual liability

(b) Professional Liability (Errors and Omissions) Insurance:

Per Claim Limit: Not less than $[________________]
Annual Aggregate: Not less than $[________________]
If coverage is written on a claims-made basis, Consultant shall maintain coverage for a period of [____] years following completion of the Services

As required by South Dakota law (SDCL § 62-1-1 et seq.) if Consultant has employees
Employers' Liability: Not less than $[________________] per accident, $[________________] per employee for disease, $[________________] policy limit for disease

(d) Business Automobile Liability Insurance (if applicable):

Combined Single Limit: Not less than $[________________] per accident
Coverage for owned, non-owned, and hired vehicles if used in connection with the Services

(e) Cyber Liability/Technology Errors and Omissions Insurance (if applicable):

Per Claim Limit: Not less than $[________________]
Coverage shall include data breach response, network security liability, privacy liability, and technology errors and omissions

10.2 Additional Insured. Client, its Affiliates, and their respective officers, directors, employees, and agents shall be named as additional insureds on Consultant's Commercial General Liability policy and Business Automobile Liability policy (if applicable).

10.3 Waiver of Subrogation. Consultant shall cause its insurers to waive all rights of subrogation against Client, its Affiliates, and their respective officers, directors, employees, and agents.

10.4 Primary Coverage. Consultant's insurance shall be primary and non-contributory with respect to any insurance or self-insurance maintained by Client.

10.5 Certificates of Insurance. Upon Client's request, Consultant shall provide Client with:

(a) Certificates of insurance evidencing the coverages required by this Article 10;
(b) Copies of endorsements naming Client as additional insured;
(c) Evidence of waiver of subrogation;
(d) Written notice of any cancellation, non-renewal, or material change in coverage at least [____] days prior to such cancellation, non-renewal, or change.

10.6 No Limitation of Liability. The insurance requirements in this Article 10 shall not limit Consultant's liability under this Agreement.

10.7 Failure to Maintain Insurance. Failure to maintain the required insurance coverage shall constitute a material breach of this Agreement.

ARTICLE 11: RESTRICTIVE COVENANTS

11.1 Applicability. This Article 11 shall apply only if the following box is checked:

☐ Restrictive Covenants Apply

11.2 Non-Solicitation of Employees. During the term of this Agreement and for a period of [________________] following the later of (i) termination or expiration of this Agreement, or (ii) completion of the last Statement of Work, Consultant shall not, directly or indirectly:

(a) Solicit, recruit, hire, or engage any employee of Client with whom Consultant had material contact during the performance of the Services;

(b) Induce, encourage, or attempt to induce or encourage any such employee to leave Client's employment;

(c) Hire or engage any person who was an employee of Client at any time during the term of this Agreement and who left Client's employment within the preceding six (6) months.

11.3 Non-Solicitation of Clients and Customers. During the term of this Agreement and for a period of [________________] following the later of (i) termination or expiration of this Agreement, or (ii) completion of the last Statement of Work, Consultant shall not, directly or indirectly:

(a) Solicit, contact, or approach any customer, client, vendor, or business partner of Client with whom Consultant had material contact or about whom Consultant received Confidential Information, for the purpose of providing competitive services or inducing such party to reduce or terminate its business relationship with Client;

(b) Divert or attempt to divert any business opportunity from Client that Consultant learned about through the Services.

11.4 Non-Competition. During the term of this Agreement and for a period of [________________] following the later of (i) termination or expiration of this Agreement, or (ii) completion of the last Statement of Work, Consultant shall not, within the geographic area of [________________________________], directly or indirectly:

(a) Engage in, own, manage, operate, or participate in any business that competes with Client's business in the following areas: [________________________________];

(b) Be employed by, provide services to, or consult for any competing business;

(c) Have any ownership interest (other than ownership of less than 5% of publicly traded securities) in any competing business.

11.5 South Dakota Non-Compete Law Compliance. The Parties acknowledge and agree that:

(a) Under SDCL § 53-9-11, an employee may agree with an employer at the time of employment or at any time during employment not to engage in the same business or profession as the employer within a specified area and for a specified period of time after termination of employment, and such agreement is enforceable if reasonable in scope, geography, and duration;

(b) South Dakota courts evaluate the enforceability of non-compete agreements based on reasonableness. If the Consultant quits or is terminated for good cause, the non-compete is enforceable on its terms under SDCL § 53-9-11. If the Consultant is terminated without fault, the non-compete will be enforceable only if the court finds it is reasonable under the circumstances;

(c) The restrictive covenants herein are intended to be reasonable and narrowly tailored to protect Client's legitimate business interests, including Confidential Information, trade secrets, and customer relationships;

(d) If any court of competent jurisdiction determines that any restrictive covenant is unreasonable or unenforceable as written, the Parties request that the court modify (blue pencil) such covenant to the minimum extent necessary to make it enforceable, and such modified covenant shall be enforceable;

(e) South Dakota courts may reform overbroad restrictive covenants rather than striking them entirely.

11.6 Reasonableness Acknowledgment. Consultant acknowledges and agrees that the restrictive covenants are reasonable, that Consultant has had the opportunity to consult with independent counsel, and that enforcement will not prevent Consultant from earning a livelihood.

11.7 Tolling. If Consultant violates any restrictive covenant in this Article 11, the duration of such covenant shall be extended by the period of the violation.

ARTICLE 12: SOUTH DAKOTA-SPECIFIC PROVISIONS

12.1 No State Income Tax. The Parties acknowledge that South Dakota does not impose a state individual or corporate income tax. Compensation paid under this Agreement is not subject to South Dakota income tax withholding. However, Consultant remains solely responsible for all federal income taxes, self-employment taxes, and any other applicable taxes.

12.2 South Dakota Contractor's Excise Tax. If any Services performed under this Agreement constitute "prime contracting" or "subcontracting" as defined in SDCL § 10-46A-1 et seq. (including construction, renovation, or improvement of real property), the Consultant shall be responsible for remitting the South Dakota Contractor's Excise Tax at the applicable rate. For consulting services that do not involve physical construction or improvement of real property, this excise tax does not apply.

12.3 South Dakota Sales Tax. Certain consulting or professional services may be subject to South Dakota sales tax under SDCL § 10-45-1 et seq. The Parties shall determine the applicability of sales tax to the Services and allocate responsibility for collection and remittance as follows: ☐ Consultant shall collect and remit applicable sales tax ☐ Client shall self-assess and remit applicable use tax ☐ Not applicable.

12.4 Trust Jurisdiction. The Parties acknowledge that South Dakota is a leading trust-friendly jurisdiction. If the Services involve the establishment, administration, or review of trusts or trust-related structures, Consultant shall comply with all applicable South Dakota trust laws, including the South Dakota Trust Company Act and related provisions.

12.5 South Dakota Uniform Trade Secrets Act (SDUTSA). The Parties' obligations with respect to trade secrets are governed by the South Dakota Uniform Trade Secrets Act, SDCL § 37-29-1 et seq. Key provisions include:

(a) Misappropriation of trade secrets may give rise to injunctive relief under SDCL § 37-29-2;

(b) Actual damages and unjust enrichment damages are recoverable under SDCL § 37-29-3;

(c) If willful and malicious misappropriation is established, the court may award exemplary damages not to exceed twice the actual damages under SDCL § 37-29-3;

(d) Reasonable attorney's fees may be awarded to the prevailing party if a claim is made in bad faith or willful misappropriation is established under SDCL § 37-29-4;

(e) The statute of limitations for trade secret misappropriation is three (3) years under SDCL § 37-29-6;

(f) The Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) may also apply to provide a federal cause of action for trade secret misappropriation.

12.6 South Dakota Deceptive Trade Practices. The Parties shall conduct all activities under this Agreement in compliance with the South Dakota Deceptive Trade Practices Act (SDCL § 37-24-6). Any material misrepresentation by either Party in connection with this Agreement may constitute a violation of such Act.

12.7 Usury and Interest — South Dakota Unique Provisions. The Parties acknowledge the following with respect to South Dakota interest law:

(a) The legal rate of interest in South Dakota is fifteen percent (15%) per annum (SDCL § 54-3-4), which is among the highest statutory rates in the nation;

(b) Judgments bear interest at twelve percent (12%) per annum (SDCL § 54-3-5);

(c) Pursuant to SDCL § 54-3-1.1, there is no maximum interest rate or usury restriction between or among persons, corporations, LLCs, estates, or other business entities when the rate is established by written agreement;

(d) The late payment interest rate specified in Section 4.5 reflects the Parties' negotiated agreement and is intended to be enforceable under South Dakota law.

ARTICLE 13: GOVERNING LAW AND JURISDICTION

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota, without regard to its conflict of laws principles that would require application of the laws of another jurisdiction.

13.2 Jurisdiction and Venue. Any action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts located in [________________] County, South Dakota, or the United States District Court for the District of South Dakota. Each Party hereby:

(a) Irrevocably submits to the exclusive jurisdiction of such courts;

(b) Waives any objection to the laying of venue in such courts;

(d) Consents to service of process by any means permitted by applicable law.

13.3 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS WAIVER APPLIES WHETHER THE CLAIM OR CAUSE OF ACTION ARISES IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY ACKNOWLEDGES THAT:

(a) IT HAS READ AND UNDERSTANDS THIS WAIVER;

(b) IT HAS HAD AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS WAIVER;

ARTICLE 14: DISPUTE RESOLUTION

14.1 Informal Resolution. Prior to initiating any formal dispute resolution proceeding, the Parties shall first attempt in good faith to resolve any dispute through informal negotiation. Either Party may initiate informal dispute resolution by providing written notice describing the dispute. Within ten (10) Business Days, representatives with authority to settle the dispute shall meet to attempt resolution. If the dispute is not resolved within thirty (30) days, either Party may proceed with formal dispute resolution.

14.2 Formal Dispute Resolution. (Select one)

☐ Option A: Litigation. Any dispute not resolved through informal negotiation may be submitted to the courts specified in Section 13.2.

☐ Option B: Mediation Then Litigation. The Parties shall first attempt mediation administered by [________________________________] in [________________], South Dakota, before a single mediator. If the dispute is not resolved within [____] days after commencement of mediation, either Party may proceed with litigation.

☐ Option C: Binding Arbitration. Any dispute not resolved informally shall be resolved by final and binding arbitration administered by [________________________________] in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in [________________], South Dakota, before a single arbitrator (for disputes under $[________________]) or a panel of three arbitrators (for disputes of $[________________] or more).

☐ Option D: Mediation Then Arbitration. The Parties shall first attempt mediation as described in Option B. If unresolved, the dispute shall be resolved through binding arbitration as described in Option C.

14.3 Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive relief from any court of competent jurisdiction to prevent irreparable harm, including violations of Article 5 (Confidentiality), Article 6 (Intellectual Property), or Article 11 (Restrictive Covenants).

14.4 Continued Performance. During the pendency of any dispute, the Parties shall continue to perform their respective obligations under this Agreement to the extent reasonably practicable.

14.5 Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, court costs, expert witness fees, and other costs of litigation or arbitration from the non-prevailing Party.

ARTICLE 15: ADDITIONAL GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement, together with all Exhibits, Statements of Work, Change Orders, and other documents expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

15.2 Amendment. This Agreement may not be amended except by a written instrument signed by authorized representatives of both Parties.

15.3 Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall operate as a waiver thereof.

15.4 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable. The invalidity of any provision shall not affect the remaining provisions.

15.5 Assignment. Consultant shall not assign this Agreement without Client's prior written consent. Client may assign this Agreement to any Affiliate or successor in interest. This Agreement shall bind and inure to the benefit of the Parties and their permitted successors and assigns.

15.6 Notices. All notices shall be in writing and deemed given: (a) when delivered personally; (b) when sent by email during business hours (next Business Day if sent outside business hours); (c) one (1) Business Day after deposit with overnight courier; or (d) three (3) Business Days after deposit in U.S. mail, certified, return receipt requested.

If to Client:
Attention: [________________________________]
Email: [________________________________]
Address: [________________________________]

If to Consultant:
Attention: [________________________________]
Email: [________________________________]
Address: [________________________________]

15.7 Force Majeure. Neither Party shall be liable for failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government actions, epidemics, pandemics, labor disputes, or cyberattacks. The affected Party shall provide prompt notice and use reasonable efforts to resume performance. If a Force Majeure Event continues for more than [____] days, either Party may terminate this Agreement.

15.8 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be given the same legal effect as original signatures pursuant to the South Dakota Uniform Electronic Transactions Act (SDCL § 53-12-1 et seq.) and the federal E-SIGN Act.

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

15.10 Construction. This Agreement shall be construed without regard to any presumption against the drafting Party. "Include," "includes," and "including" mean "including without limitation."

15.11 Publicity. Neither Party shall issue any press release or public statement regarding this Agreement without the other Party's prior written consent, except as required by law.

15.12 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No third party shall have any rights hereunder, except that Client Indemnitees and Consultant Indemnitees are intended third-party beneficiaries of Article 8.

15.13 Relationship to Other Agreements. In the event of conflict between this Agreement and any SOW, this Agreement shall control unless the SOW expressly states otherwise.

15.14 No Implied Licenses. Nothing herein grants any rights by implication or estoppel, except as expressly set forth.

15.15 Export Compliance. The Parties shall comply with all applicable export control laws, including the Export Administration Regulations (15 C.F.R. Parts 730-774).

15.16 Anti-Corruption. Each Party represents that it has not and will not offer anything of value to any government official in violation of the Foreign Corrupt Practices Act or other applicable anti-corruption law.

15.17 Order of Precedence. In the event of conflict, the following order of precedence applies: (a) written amendments; (b) this Agreement; (c) Change Orders; (d) Statements of Work; (e) Exhibits.

ARTICLE 16: SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Consulting Services Agreement as of the Effective Date first written above. Each signatory represents and warrants that he or she has the authority to execute this Agreement on behalf of the Party indicated.

CLIENT:

[________________________________]
(Print Name of Entity)

By: [________________________________]
Print Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CONSULTANT:

[________________________________]
(Print Name of Entity or Individual)

By: [________________________________]
Print Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

OPTIONAL NOTARIZATION

STATE OF SOUTH DAKOTA
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 to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

[________________________________]
Notary Public, State of South Dakota
My Commission Expires: [__/__/____]

[NOTARY SEAL]

EXHIBIT A: STATEMENT OF WORK

STATEMENT OF WORK NO. [____]

Effective Date: [__/__/____]

This Statement of Work ("SOW") is entered into pursuant to and subject to the terms and conditions of the Consulting Services Agreement dated [__/__/____] (the "Agreement") between the following parties:

Client: [________________________________]
Consultant: [________________________________]

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. In the event of any conflict between this SOW and the Agreement, the Agreement shall control unless this SOW expressly states otherwise.

1. PROJECT OVERVIEW

Project Name: [________________________________]

Project Description:
[________________________________]
[________________________________]
[________________________________]

Project Objectives:
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

Business Context/Background:
[________________________________]
[________________________________]

2. SCOPE OF SERVICES

Consultant shall perform the following Services during the term of this SOW:

2.1 [Service Category/Phase 1]: [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

2.2 [Service Category/Phase 2]: [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

2.3 [Service Category/Phase 3]: [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

2.4 Out of Scope:
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

3. DELIVERABLES

No.	Deliverable	Description	Format	Due Date
1	[________________________________]	[________________________________]	[____]	[__/__/____]
2	[________________________________]	[________________________________]	[____]	[__/__/____]
3	[________________________________]	[________________________________]	[____]	[__/__/____]
4	[________________________________]	[________________________________]	[____]	[__/__/____]
5	[________________________________]	[________________________________]	[____]	[__/__/____]

4. PROJECT TIMELINE AND MILESTONES

SOW Term: [__/__/____] through [__/__/____]

Milestone	Description	Target Date	Payment Trigger
M1: Project Kickoff	[________________________________]	[__/__/____]	☐ Yes ☐ No
M2: [________________]	[________________________________]	[__/__/____]	☐ Yes ☐ No
M3: [________________]	[________________________________]	[__/__/____]	☐ Yes ☐ No
M4: [________________]	[________________________________]	[__/__/____]	☐ Yes ☐ No
M5: Project Completion	[________________________________]	[__/__/____]	☐ Yes ☐ No

5. COMPENSATION

5.1 Fee Structure: (Check applicable option)

☐ Fixed Fee: Total Fixed Fee: $[________________]

[____]% ($[________________]) upon execution of this SOW
[____]% ($[________________]) upon completion of Milestone [____]
[____]% ($[________________]) upon final acceptance

☐ Time and Materials:

Personnel Role	Hourly Rate	Estimated Hours	Estimated Total
[________________]	$[________]	[____]	$[________________]
[________________]	$[________]	[____]	$[________________]

Not-to-Exceed Amount: $[________________]

☐ Milestone-Based:

Milestone	Deliverable	Payment Amount	Due Upon
M[____]	[________________________________]	$[________________]	Acceptance
M[____]	[________________________________]	$[________________]	Acceptance

☐ Monthly Retainer: $[________] for [____] hours; Additional: $[________]/hour

5.2 Expense Budget: $[________________]

5.3 Total SOW Value: $[________________]

6. CLIENT RESPONSIBILITIES

☐ Personnel Access: Primary Contact: [________________________________]
☐ Facilities/Equipment: [________________________________]
☐ Systems/Data Access: [________________________________]
☐ Information/Materials: [________________________________]
☐ Timely Decisions/Approvals: Response time: [____] Business Days
☐ Other: [________________________________]

7. KEY PERSONNEL

Client Team:

Role	Name	Email	Phone
Project Sponsor	[________________________________]	[________________________________]	[________________________________]
Project Manager	[________________________________]	[________________________________]	[________________________________]

Consultant Team:

Role	Name	Email	Phone
Project Lead	[________________________________]	[________________________________]	[________________________________]
Senior Consultant	[________________________________]	[________________________________]	[________________________________]

8. ACCEPTANCE CRITERIA AND PROCEDURES

8.1 Acceptance Criteria:
☐ Conform to specifications set forth in this SOW
☐ Free from material defects and errors
☐ [________________________________]

8.2 Acceptance Procedure:
(a) Consultant shall deliver each Deliverable with written notice.
(b) Client shall have [____] Business Days to review and provide notice of acceptance or rejection.
(c) If rejected, Client shall provide specific written reasons.
(d) Consultant shall have [____] Business Days to cure deficiencies.
(e) If Client fails to respond within the review period, the Deliverable shall be deemed accepted.

9. ASSUMPTIONS AND DEPENDENCIES

9.1 Assumptions:
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

9.2 Dependencies:
☐ [________________________________]
☐ [________________________________]

9.3 Risks:

Risk	Probability	Impact	Mitigation
[________________________________]	☐ High ☐ Med ☐ Low	☐ High ☐ Med ☐ Low	[________________________________]
[________________________________]	☐ High ☐ Med ☐ Low	☐ High ☐ Med ☐ Low	[________________________________]

10. REPORTING AND COMMUNICATION

10.1 Status Reports: ☐ Weekly ☐ Bi-weekly ☐ Monthly ☐ Other: [________]

10.2 Status Meetings:
Frequency: ☐ Weekly ☐ Bi-weekly ☐ Monthly ☐ As needed
Format: ☐ In-person ☐ Video conference ☐ Phone

10.3 Issue Escalation:
Level 1: [________________________________]
Level 2: [________________________________]

11. CHANGE MANAGEMENT

Any changes to this SOW must be documented in a written Change Order signed by both Parties, including description, reason, and impact on schedule, fees, and Deliverables.

12. SOW SIGNATURES

CLIENT:

By: [________________________________]
Print Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CONSULTANT:

By: [________________________________]
Print Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT B: PRE-EXISTING MATERIALS

Item	Description	Ownership
[________________________________]	[________________________________]	Consultant
[________________________________]	[________________________________]	Consultant
[________________________________]	[________________________________]	Consultant

☐ No Pre-Existing Materials are anticipated to be incorporated into the Deliverables.

EXECUTION CHECKLIST

Agreement Setup:
☐ All bracketed fields completed
☐ Party information accurate and complete
☐ Effective Date inserted

Term and Termination (Article 3):
☐ Initial Term specified
☐ Renewal option selected
☐ Notice and cure periods specified

Compensation (Article 4):
☐ Fee structure selected with rates/amounts
☐ Expense thresholds specified
☐ Invoice frequency selected
☐ Payment terms specified
☐ Late payment interest rate option selected (note SD 15% statutory rate)

Confidentiality (Article 5):
☐ Duration of confidentiality obligations specified
☐ Data breach notification procedures reviewed per SDCL § 22-40-19 et seq.

Intellectual Property (Article 6):
☐ Work Product ownership option selected

Representations and Warranties (Article 7):
☐ Warranty Period specified

Limitation of Liability (Article 9):
☐ Liability cap option selected and amounts specified

Insurance (Article 10):
☐ Coverage amounts specified
☐ Notice period for changes specified

Restrictive Covenants (Article 11):
☐ Determined whether Restrictive Covenants apply
☐ If applicable, duration, geographic scope, and prohibited activities specified
☐ Compliance with SDCL § 53-9-11 confirmed

South Dakota-Specific Provisions (Article 12):
☐ Tax obligations reviewed (no state income tax)
☐ Contractor's Excise Tax applicability determined
☐ Sales tax applicability determined
☐ SDUTSA provisions reviewed

Dispute Resolution (Article 14):
☐ Dispute resolution option selected
☐ Administering organization and location specified

General Provisions (Article 15):
☐ County and court for jurisdiction specified
☐ Force majeure termination period specified
☐ Notice addresses completed

Statement of Work (Exhibit A):
☐ SOW completed with scope, deliverables, timeline, and compensation
☐ Key personnel identified
☐ Acceptance criteria specified

Pre-Existing Materials (Exhibit B):
☐ Pre-Existing Materials listed or indicated as not applicable

Final Review:
☐ Agreement reviewed by South Dakota-licensed legal counsel
☐ Both Parties received fully executed copies
☐ Consultant provided IRS Form W-9
☐ Insurance certificates provided (if applicable)

This template is intended for use under the laws of the State of South Dakota. The statutory citations referenced herein were current as of the last updated date and should be verified before execution. This document does not constitute legal advice and should be reviewed by qualified legal counsel before use.

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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