Consulting Services Agreement

CONSULTING SERVICES AGREEMENT

State of Tennessee

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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."

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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 Tennessee;

WHEREAS, Tennessee is a right-to-work state under Tenn. Code Ann. § 50-1-304, and the Parties acknowledge that the independent contractor relationship established herein is entered into voluntarily; and

WHEREAS, the Parties acknowledge that Tennessee imposes a franchise and excise tax on certain business entities (Tenn. Code Ann. § 67-4-2004 et seq.) and that each Party is individually responsible for its own tax obligations;

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:

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ARTICLE 1: DEFINITIONS

1.1 The following terms shall have the meanings ascribed to them below:

(a) "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means 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 Tennessee.

(c) "Change Order" means a written document signed by 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.

(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 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 describing specific Services, Deliverables, timelines, fees, and other project-specific terms, substantially in the form attached as Exhibit A.

(k) "Trade Secret" has the meaning ascribed under the Tennessee Uniform Trade Secrets Act, Tenn. Code Ann. § 47-25-1701 et seq., 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 by Consultant in performance of the Services.

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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. 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.

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 consistent with the standards set forth in Tenn. Code Ann. § 50-7-207 and applicable Tennessee common law. Specifically:

(a) Control. Consultant shall have and retain the right to exercise full control over the means, methods, techniques, and procedures of performing the Services. Client may specify desired results but shall not direct the manner of performance. Under Tennessee law, the right to control the manner and means of work is the primary test for distinguishing employees from independent contractors;

(b) Investment in Facilities. Consistent with Tenn. Code Ann. § 50-7-207, Consultant represents that it invests in its own facilities and equipment used in performing the Services, which are not typically maintained by employees;

(c) Opportunity for Profit or Loss. Consultant has the opportunity to realize a profit or suffer a loss as a result of the Services, beyond ordinary employee compensation;

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

(e) Taxes. Consultant shall be solely responsible for all federal, state, and local taxes, including Tennessee franchise and excise tax (if applicable), federal self-employment taxes, and estimated tax payments. Tennessee does not impose a general state income tax on wages or earned income;

(f) Tools and Equipment. Consultant shall furnish its own tools, equipment, supplies, and workspace unless otherwise specified in a SOW;

(g) Right to Delegate. Consultant may use subcontractors, subject to Client's prior written approval. Consultant remains responsible for all subcontractor work;

(h) Multiple Clients. Consultant is free to provide services to other clients, provided no conflict of interest arises.

2.4 No Authority to Bind. Consultant shall have no authority to bind Client without Client's prior express written authorization.

2.5 Compliance with Laws. Consultant shall comply with all applicable federal, state, and local laws, including Tennessee professional licensing requirements, in the performance of the Services.

2.6 Right-to-Work Acknowledgment. The Parties acknowledge that Tennessee is a right-to-work state under Tenn. Code Ann. § 50-1-304. Neither Party shall require membership in or payment to any labor organization as a condition of this Agreement.

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ARTICLE 3: TERM AND TERMINATION

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

3.2 Renewal. (Select one)

☐ Automatic Renewal. This Agreement shall automatically renew for successive periods of [________________] each, unless either Party provides written notice of non-renewal at least [____] days prior to expiration of the then-current term.

☐ No Automatic Renewal. This Agreement shall expire at the end of the Initial Term unless extended by written amendment.

3.3 Termination for Convenience. Either Party may terminate this Agreement at any time by providing [____] days' prior written notice.

3.4 Termination for Cause. Either Party may terminate immediately upon written notice if:

(a) The other Party commits a material breach and fails to cure within [____] days after written notice;

(b) The other Party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;

(c) The other Party ceases to conduct business in the normal course;

(d) The other Party violates any applicable law in connection with this Agreement.

3.5 Termination of Statements of Work. Termination of this Agreement automatically terminates all outstanding SOWs. A SOW may be terminated independently without terminating this Agreement.

3.6 Effects of Termination.

(a) Payment. Client shall pay for all Services satisfactorily performed through the effective date of termination, plus approved expenses and non-cancellable commitments;

(b) Return of Materials. Within [____] days, each Party shall return or destroy all Confidential Information. Consultant shall deliver all completed and in-progress Work Product;

(c) Wind-Down. If requested, Consultant shall provide transition assistance for up to [____] days at then-current rates;

(d) Survival. Articles 1, 5, 6, 7 (warranty period), 8, 9, 11 (if applicable), 12, 13, 14, and 15 shall survive termination, as shall accrued payment obligations.

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ARTICLE 4: COMPENSATION AND PAYMENT

4.1 Fee Structure. Client shall compensate Consultant in accordance with each SOW:

☐ Fixed Fee: $[________________] for the Services in the applicable SOW.

☐ Hourly Rate: $[________________] per hour with contemporaneous time records.

☐ Monthly Retainer: $[________________] for up to [____] hours per month. Additional hours at $[________________]/hour.

☐ Milestone-Based: Per milestones specified in the applicable SOW.

☐ Other: [________________________________]

4.2 Expenses. Client shall reimburse reasonable, documented expenses subject to:

(a) Pre-approval in writing for expenses exceeding $[________________] individually or $[________________] monthly;
(b) Receipts or documentation for all expenses;
(c) Travel at actual cost (coach airfare, standard hotel);
(d) Mileage at the IRS standard rate.

4.3 Invoicing. Consultant shall submit invoices: ☐ Monthly ☐ Bi-monthly ☐ Upon milestone completion ☐ Other: [________________]. Invoices shall include description of Services, hours (if applicable), milestones completed, itemized expenses, SOW number, and total amount due.

4.4 Payment Terms. Client shall pay undisputed amounts within [____] days of receipt. Payment by: ☐ Check ☐ ACH/Wire ☐ Credit Card ☐ Other: [________________].

4.5 Late Payment. (Select one)

☐ Option A — Tennessee Statutory Rate. Undisputed amounts not paid when due shall accrue interest at ten percent (10%) per annum, the maximum effective rate for commercial transactions under Tenn. Code Ann. § 47-14-103, from the due date until paid.

☐ Option B — Contractual Rate. Undisputed amounts not paid when due shall accrue interest at [____]% per month ([____]% per annum), subject to the maximum effective rate limitations under Tenn. Code Ann. § 47-14-103. Note: Tennessee law establishes usury limits; the agreed rate must not exceed the formula rate under Tenn. Code Ann. § 47-14-104.

☐ Option C — Post-Judgment Rate. Any amounts reduced to judgment shall bear interest at the post-judgment rate specified in Tenn. Code Ann. § 47-14-123.

4.6 Invoice Disputes. Client shall: (a) pay undisputed portions by the due date; (b) provide detailed written notice of dispute within [____] days; and (c) work in good faith to resolve promptly.

4.7 Taxes. All fees are exclusive of taxes. Client is responsible for applicable sales, use, or excise taxes, excluding taxes on Consultant's income. Tennessee imposes a franchise and excise tax (Tenn. Code Ann. § 67-4-2004 et seq.) on entities with substantial nexus; each Party is responsible for its own franchise and excise tax obligations. Tennessee's sales tax (Tenn. Code Ann. § 67-6-102) may apply to certain services; the Parties shall determine applicability and allocate responsibility.

4.8 Right to Audit. Client may audit Consultant's billing records upon [____] days' notice for [____] years following each invoice. If an overcharge exceeding 5% is found, Consultant shall reimburse the audit cost.

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ARTICLE 5: CONFIDENTIALITY AND DATA PROTECTION

5.1 Definition of Confidential Information. "Confidential Information" means all non-public, proprietary, or confidential information disclosed by the Disclosing Party, including:

(a) Trade secrets as defined under TUTSA (Tenn. Code Ann. § 47-25-1701 et seq.);
(b) Business plans, financial information, pricing, customer lists, and marketing strategies;
(c) Technical data, inventions, processes, algorithms, software code, and specifications;
(d) Personnel information and organizational structures;
(e) Legal matters and regulatory compliance information;
(f) Any information marked "confidential" or that should reasonably be understood as confidential.

5.2 Exclusions. Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault of the Receiving Party;
(b) Was known to the Receiving Party prior to disclosure without confidentiality obligations;
(c) Is received from a third party without restriction;
(d) Is independently developed without use of Confidential Information;
(e) Is required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates in seeking protective measures.

5.3 Obligations. The Receiving Party shall:

(a) Use Confidential Information solely for purposes of this Agreement;
(b) Protect it with at least the same care used for its own confidential information, but no less than reasonable care;
(c) Limit access to those with a need to know who are bound by comparable confidentiality obligations;
(d) Not disclose to third parties without prior written consent;
(e) Promptly notify the Disclosing Party of any unauthorized disclosure.

5.4 Duration. Confidentiality obligations continue for [________________] after termination, except Trade Secrets under TUTSA, which are protected for as long as they qualify under applicable law.

5.5 Return or Destruction. Upon termination or request, the Receiving Party shall return or destroy all Confidential Information and certify compliance. One archival copy may be retained in legal files, and copies in routine electronic backups may be retained, subject to ongoing confidentiality obligations.

5.6 Data Breach Notification — Tennessee Law. In accordance with Tenn. Code Ann. § 47-18-2107:

(a) If either Party becomes aware of a breach of system security involving personal information of Tennessee residents, the breaching Party shall notify affected individuals no later than forty-five (45) days from discovery or notification of the breach;

(b) If the breach affects more than one thousand (1,000) persons, the breaching Party shall also notify all nationwide consumer reporting agencies without unreasonable delay;

(c) The breaching Party shall cooperate with the other Party in investigation and notification;

(d) The Parties shall take reasonable steps to mitigate effects and prevent future breaches;

(e) Records of breach investigation shall be maintained for at least three (3) years.

5.7 Data Security. Each Party shall implement reasonable administrative, technical, and physical safeguards to protect Confidential Information and personal information, consistent with industry standards and Tennessee law.

5.8 Injunctive Relief. Each Party acknowledges that breach of this Article may cause irreparable harm. The non-breaching Party may seek injunctive relief without posting bond or proving actual damages, in addition to all other remedies.

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ARTICLE 6: INTELLECTUAL PROPERTY

6.1 Work Product Ownership. (Select one)

☐ Option A — Client Ownership. All Work Product is the sole property of Client. To the extent it qualifies as a "work made for hire" under 17 U.S.C. § 101, it is deemed such. Otherwise, Consultant irrevocably assigns all rights to Client.

☐ Option B — Consultant Ownership with License. Consultant retains ownership and grants Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute the Work Product.

☐ Option C — Joint Ownership. Work Product is jointly owned with each Party having unrestricted use rights, subject to confidentiality obligations.

6.2 Assignment of Rights. Consultant shall execute all documents needed to perfect Client's rights. Consultant irrevocably appoints Client as attorney-in-fact for this purpose if Consultant fails to comply within ten (10) Business Days.

6.3 Pre-Existing Materials. Each Party retains rights in Pre-Existing Materials. If incorporated into Work Product, Consultant grants Client a perpetual, royalty-free license for such materials as incorporated. Pre-Existing Materials are identified in Exhibit B.

6.4 Third-Party Materials. No third-party materials shall be incorporated without Client's prior written consent.

6.5 Moral Rights. Consultant waives moral rights in Work Product to the fullest extent permitted by law.

6.6 Feedback. Consultant may freely use any Feedback provided by Client regarding Consultant's general services or Pre-Existing Materials.

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ARTICLE 7: REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that:

(a) It is duly organized and in good standing under the laws of its jurisdiction and qualified to do business in Tennessee;
(b) It has full power and authority to enter into and perform this Agreement;
(c) Execution and performance do not violate any law, regulation, or existing agreement;
(d) This Agreement is a valid and binding obligation.

7.2 Consultant Representations. Consultant further represents that:

(a) Services shall be performed in a professional and workmanlike manner;
(b) Work Product shall conform to SOW specifications;
(c) Consultant has requisite skills and qualifications;
(d) Work Product shall not infringe third-party rights;
(e) Consultant holds all necessary Tennessee licenses and permits;
(f) No conflicting agreements exist;
(g) All personnel are authorized to work in the United States;
(h) Consultant is registered and in compliance with Tennessee Secretary of State requirements.

7.3 Warranty Period. Defective Deliverables identified within [________________] of acceptance (the "Warranty Period") shall be re-performed or corrected at Consultant's expense.

7.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

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ARTICLE 8: INDEMNIFICATION

8.1 By Consultant. Consultant shall defend, indemnify, and hold harmless Client Indemnitees from Losses arising from:

(a) Breach of Consultant's representations, warranties, or obligations;
(b) Negligence or wrongful acts of Consultant or its personnel;
(c) IP infringement or misappropriation by Work Product or Deliverables;
(d) Claims of employee misclassification;
(e) Violation of applicable law by Consultant;
(f) Bodily injury or property damage caused by Consultant.

8.2 By Client. Client shall defend, indemnify, and hold harmless Consultant Indemnitees from Losses arising from:

(a) Breach of Client's representations, warranties, or obligations;
(b) Negligence or wrongful acts of Client;
(c) Client's use of Work Product beyond contemplated purposes;
(d) Materials or instructions provided by Client.

8.3 Procedures. The Indemnified Party shall: (a) provide prompt notice; (b) grant sole defense control to the Indemnifying Party (no settlement without consent that imposes obligations or lacks full release); (c) cooperate at the Indemnifying Party's expense; (d) may participate at its own expense.

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ARTICLE 9: LIMITATION OF LIABILITY

9.1 Cap on Liability. (Select one)

☐ Option A — Capped. EXCEPT FOR SECTION 9.3 EXCEPTIONS, TOTAL LIABILITY SHALL NOT EXCEED $[________________] OR [____] TIMES FEES PAID IN THE PRECEDING [____] MONTHS, WHICHEVER IS GREATER.

☐ Option B — Uncapped. No cap on direct damages.

9.2 Exclusion of Consequential Damages. EXCEPT AS PROVIDED IN SECTION 9.3, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

9.3 Exceptions. The limitations in Sections 9.1 and 9.2 do not apply to:

(a) Breach of Article 5 (Confidentiality) or TUTSA misappropriation;
(b) Breach of Article 6 (Intellectual Property);
(c) IP infringement indemnification (Section 8.1(c)) and misclassification indemnification (Section 8.1(d));
(d) Willful misconduct, gross negligence, or fraud;
(e) Bodily injury or death.

9.4 Minimum Floor. Liability shall not be limited below $[________________].

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ARTICLE 10: INSURANCE

10.1 Required Insurance. During the term and for [____] years after termination, Consultant shall maintain with carriers rated A- VII or better by A.M. Best:

(a) Commercial General Liability: Per Occurrence: $[________________]; Aggregate: $[________________]

(b) Professional Liability (E&O): Per Claim: $[________________]; Aggregate: $[________________]. Claims-made coverage shall include [____]-year tail.

(c) Workers' Compensation: As required by Tennessee law (Tenn. Code Ann. § 50-6-101 et seq.) if Consultant has employees. Employers' Liability: $[________________] per accident.

(d) Business Auto Liability (if applicable): $[________________] combined single limit.

(e) Cyber Liability (if applicable): Per Claim: $[________________].

10.2 Additional Insured. Client shall be named additional insured on CGL and auto policies.

10.3 Waiver of Subrogation. Consultant shall obtain waiver of subrogation against Client.

10.4 Primary Coverage. Consultant's insurance shall be primary and non-contributory.

10.5 Certificates. Consultant shall provide certificates, endorsements, and [____] days' notice of cancellation upon request.

10.6 No Limitation. Insurance does not limit Consultant's liability.

10.7 Failure to Maintain. Failure constitutes material breach.

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ARTICLE 11: RESTRICTIVE COVENANTS

11.1 Applicability.

☐ Restrictive Covenants Apply

11.2 Non-Solicitation of Employees. During the term and for [________________] following termination, Consultant shall not solicit, recruit, or hire Client employees with whom Consultant had material contact.

11.3 Non-Solicitation of Clients. During the term and for [________________] following termination, Consultant shall not solicit Client's customers or business partners for competitive purposes.

11.4 Non-Competition. During the term and for [________________] following termination, within [________________________________], Consultant shall not engage in competitive business as described: [________________________________].

11.5 Tennessee Non-Compete Law Compliance. The Parties acknowledge:

(a) Tennessee courts enforce non-compete agreements that are reasonable in time, territory, and scope, and supported by adequate consideration;

(b) Tennessee courts will examine whether the employer has a protectable business interest, including trade secrets, confidential information, and customer relationships;

(c) Tennessee courts have the discretion to "blue pencil" or reform overbroad restrictive covenants to make them enforceable rather than striking them entirely;

(d) An agreement not to compete that is ancillary to a consulting or service agreement must be supported by independent valuable consideration beyond the agreement itself;

(e) The reason for termination may affect enforceability — restrictions may be more closely scrutinized if the consultant was terminated without cause;

(f) Time restrictions of two (2) years or less and reasonable geographic limitations are generally considered more likely to be enforceable under Tennessee case law.

11.6 Reasonableness Acknowledgment. Consultant acknowledges the restrictions are reasonable, that independent counsel was available, and that enforcement will not prevent earning a livelihood.

11.7 Tolling. Violation tolls the restriction period by the duration of the violation.

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ARTICLE 12: TENNESSEE-SPECIFIC PROVISIONS

12.1 Tennessee Uniform Trade Secrets Act (TUTSA). The Parties' obligations with respect to trade secrets are governed by TUTSA, Tenn. Code Ann. § 47-25-1701 et seq.:

(a) Injunctive relief is available under Tenn. Code Ann. § 47-25-1702 for actual or threatened misappropriation;

(b) Damages for actual loss and unjust enrichment are recoverable under Tenn. Code Ann. § 47-25-1703;

(c) Willful and malicious misappropriation may result in exemplary damages up to twice the actual damages under Tenn. Code Ann. § 47-25-1703;

(d) Attorney's fees may be awarded if a claim is made in bad faith or willful misappropriation is proven under Tenn. Code Ann. § 47-25-1704;

(e) The statute of limitations is three (3) years from discovery under Tenn. Code Ann. § 47-25-1705;

(f) The federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) may also apply.

12.2 Tennessee Franchise and Excise Tax. The Parties acknowledge:

(a) Tennessee imposes a franchise tax (at 0.25% of the greater of net worth or the book value of real or tangible personal property in Tennessee) and an excise tax (at 6.5% of net earnings) on entities with substantial nexus in Tennessee under Tenn. Code Ann. § 67-4-2004 et seq.;

(b) Each Party is independently responsible for its own franchise and excise tax obligations;

(c) If Consultant's engagement under this Agreement creates nexus in Tennessee, Consultant shall register with the Tennessee Department of Revenue and comply with all filing and payment obligations;

(d) Neither Party shall be liable to the other for the other Party's franchise or excise tax obligations arising from this Agreement.

12.3 Tennessee Income Tax. Tennessee does not impose a general state income tax on wages, salaries, or earned income. The former Hall Income Tax on interest and dividend income was fully phased out effective January 1, 2021. Consultant's compensation under this Agreement is not subject to Tennessee income tax withholding.

12.4 Right-to-Work State. Tennessee is a right-to-work state under Tenn. Code Ann. § 50-1-304. No provision of this Agreement requires membership in or financial support of any labor organization.

12.5 Tennessee Consumer Protection Act. The Parties shall conduct all activities under this Agreement in compliance with the Tennessee Consumer Protection Act (Tenn. Code Ann. § 47-18-101 et seq.). Unfair or deceptive acts or practices in connection with this Agreement may give rise to liability under the Act.

12.6 Workers' Compensation. If Consultant has employees performing Services in Tennessee, Consultant shall maintain workers' compensation insurance as required by Tenn. Code Ann. § 50-6-101 et seq. Tennessee law requires workers' compensation coverage for employers with five (5) or more employees, or one (1) or more employees in the construction, mining, or hazardous occupation industries.

12.7 Tennessee Interest Rate Provisions. The Parties acknowledge:

(a) The maximum effective rate of interest in Tennessee is governed by Tenn. Code Ann. § 47-14-103, which establishes a formula-based rate;

(b) For commercial transactions between business entities, the rate of ten percent (10%) per annum is generally the maximum effective rate unless a higher formula rate applies;

(c) Post-judgment interest accrues at the rate specified in Tenn. Code Ann. § 47-14-123;

(d) The late payment rate in this Agreement does not exceed the maximum effective rate permitted under Tennessee law.

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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 Tennessee, without regard to its conflict of laws principles.

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

(a) Irrevocably submits to exclusive jurisdiction;
(b) Waives any objection to venue;
(c) Waives any claim of inconvenient forum;
(d) Consents to service of process by any lawful means.

13.3 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT:

(a) IT HAS READ AND UNDERSTANDS THIS WAIVER;

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

(c) THIS WAIVER IS A MATERIAL INDUCEMENT FOR ENTERING INTO THIS AGREEMENT.

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ARTICLE 14: DISPUTE RESOLUTION

14.1 Informal Resolution. The Parties shall first attempt good faith negotiation. Written notice describing the dispute shall be provided, and representatives with settlement authority shall meet within ten (10) Business Days. If unresolved within thirty (30) days, formal dispute resolution may proceed.

14.2 Formal Dispute Resolution. (Select one)

☐ Option A: Litigation. Courts specified in Section 13.2.

☐ Option B: Mediation Then Litigation. Mediation administered by [________________________________] in [________________], Tennessee, before a single mediator. If unresolved within [____] days, proceed to litigation.

☐ Option C: Binding Arbitration. Administered by [________________________________] under its Commercial Arbitration Rules in [________________], Tennessee. Single arbitrator for disputes under $[________________]; three arbitrators for larger disputes.

☐ Option D: Mediation Then Arbitration. Mediation first, then binding arbitration if unresolved.

14.3 Injunctive Relief. Either Party may seek injunctive relief from any court to prevent irreparable harm, including violations of Articles 5, 6, or 11.

14.4 Continued Performance. Obligations continue during dispute resolution to the extent practicable.

14.5 Attorneys' Fees. The prevailing Party shall recover reasonable attorneys' fees, costs, and expenses.

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ARTICLE 15: ADDITIONAL GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement, with all Exhibits, SOWs, Change Orders, and incorporated documents, constitutes the entire agreement and supersedes all prior agreements.

15.2 Amendment. Amendments require written instrument signed by both Parties.

15.3 Waiver. No waiver is effective unless in writing. No failure to exercise any right constitutes a waiver.

15.4 Severability. Invalid provisions shall be modified to the minimum extent for enforceability. Remaining provisions continue in full force.

15.5 Assignment. Consultant may not assign without Client's consent. Client may assign to Affiliates or successors. Agreement binds and benefits permitted successors and assigns.

15.6 Notices. All notices in writing, deemed given: (a) upon personal delivery; (b) upon email during business hours (next Business Day if after hours); (c) one (1) Business Day after overnight courier deposit; (d) three (3) Business Days after certified mail.

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

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

15.7 Force Majeure. Neither Party liable for non-performance (except payment) due to events beyond reasonable control. Affected Party shall notify promptly and mitigate. If event continues for [____] days, either Party may terminate.

15.8 Counterparts; Electronic Signatures. May be executed in counterparts. Electronic signatures are valid under the Tennessee UETA (Tenn. Code Ann. § 47-10-101 et seq.) and federal E-SIGN Act.

15.9 Headings. For convenience only.

15.10 Construction. No presumption against drafter. "Including" means "including without limitation."

15.11 Publicity. No press releases without consent, except as required by law.

15.12 Third-Party Beneficiaries. For the Parties' sole benefit, except Indemnitees under Article 8.

15.13 Relationship to Other Agreements. Agreement controls over SOWs unless SOW expressly states otherwise.

15.14 No Implied Licenses. No rights by implication except as expressly provided.

15.15 Export Compliance. Comply with all export control laws.

15.16 Anti-Corruption. No payments to government officials in violation of the FCPA or applicable law.

15.17 Order of Precedence. (a) Amendments; (b) Agreement; (c) Change Orders; (d) SOWs; (e) Exhibits.

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ARTICLE 16: SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

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CLIENT:

[________________________________]
(Print Name of Entity)

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

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CONSULTANT:

[________________________________]
(Print Name of Entity or Individual)

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

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OPTIONAL NOTARIZATION

STATE OF TENNESSEE
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 Tennessee
My Commission Expires: [__/__/____]

[NOTARY SEAL]

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EXHIBIT A: STATEMENT OF WORK

STATEMENT OF WORK NO. [____]

Effective Date: [__/__/____]

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

Client: [________________________________]
Consultant: [________________________________]

Capitalized terms used but not defined herein have the meanings in the Agreement. In the event of conflict, the Agreement controls unless this SOW expressly states otherwise.

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1. PROJECT OVERVIEW

Project Name: [________________________________]

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

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

Business Context/Background:
[________________________________]

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2. SCOPE OF SERVICES

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

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

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

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

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3. DELIVERABLES

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

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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

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5. COMPENSATION

5.1 Fee Structure:

☐ Fixed Fee: $[________________]

• [____]% upon execution
• [____]% upon Milestone [____]
• [____]% upon final acceptance

☐ Time and Materials:

Role	Hourly Rate	Est. Hours	Est. Total
[________________]	$[________]	[____]	$[________________]
[________________]	$[________]	[____]	$[________________]

Not-to-Exceed: $[________________]

☐ Milestone-Based:

Milestone	Payment	Due Upon
M[____]	$[________________]	Acceptance
M[____]	$[________________]	Acceptance

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

5.2 Expense Budget: $[________________]

5.3 Total SOW Value: $[________________]

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6. CLIENT RESPONSIBILITIES

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

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7. KEY PERSONNEL

Client Team:

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

Consultant Team:

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

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8. ACCEPTANCE CRITERIA AND PROCEDURES

8.1 Criteria:
☐ Conforms to SOW specifications
☐ Free from material defects
☐ [________________________________]

8.2 Procedure:
(a) Consultant delivers with written notice.
(b) Client has [____] Business Days to accept or reject.
(c) Rejection requires specific written reasons.
(d) Consultant has [____] Business Days to cure.
(e) Failure to respond within review period = deemed accepted.

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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	[________________________________]

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10. REPORTING

Status Reports: ☐ Weekly ☐ Bi-weekly ☐ Monthly ☐ Other: [________]
Meetings: ☐ Weekly ☐ Bi-weekly ☐ Monthly | Format: ☐ In-person ☐ Video ☐ Phone
Escalation: Level 1: [________________________________] Level 2: [________________________________]

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11. CHANGE MANAGEMENT

Changes require written Change Order signed by both Parties.

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12. SOW SIGNATURES

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

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

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EXHIBIT B: PRE-EXISTING MATERIALS

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

☐ No Pre-Existing Materials anticipated.

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EXECUTION CHECKLIST

Agreement Setup:
☐ All bracketed fields completed
☐ Party information accurate
☐ 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
☐ Expense thresholds specified
☐ Late payment rate selected (note TN 10% statutory maximum)

Confidentiality (Article 5):
☐ Duration specified
☐ Data breach procedures reviewed (45-day TN notification)

Intellectual Property (Article 6):
☐ Ownership option selected

Warranties (Article 7):
☐ Warranty Period specified

Limitation of Liability (Article 9):
☐ Cap option selected

Insurance (Article 10):
☐ Coverage amounts specified
☐ Workers' comp confirmed if employees in TN

Restrictive Covenants (Article 11):
☐ Applicability determined
☐ Tennessee blue pencil doctrine reviewed

Tennessee-Specific (Article 12):
☐ Franchise and excise tax obligations reviewed
☐ TUTSA provisions reviewed
☐ Right-to-work acknowledged

Dispute Resolution (Article 14):
☐ Option selected and details specified

General Provisions (Article 15):
☐ Jurisdiction/venue specified
☐ Notice addresses completed

SOW (Exhibit A):
☐ Complete with all details

Pre-Existing Materials (Exhibit B):
☐ Listed or marked N/A

Final Review:
☐ Tennessee-licensed counsel review completed
☐ Both Parties received executed copies
☐ W-9 provided
☐ Insurance certificates provided

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This template is intended for use under the laws of the State of Tennessee. 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.