Consulting Services Agreement

CONSULTING SERVICES AGREEMENT

State of Utah

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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 Utah;

WHEREAS, the Parties acknowledge that Utah's Post-Employment Restrictions Act (Utah Code § 34-51-101 et seq.) limits the duration of post-employment non-compete covenants to one (1) year, and any restrictive covenants in this Agreement are intended to comply with such limitation; and

WHEREAS, Utah imposes a flat individual income tax rate (currently 4.65%) and a corporate franchise tax, and 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 voting securities or equivalent interests.

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

(c) "Change Order" means a written document signed by both Parties modifying 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 as specified in a SOW.

(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, and all other intellectual property rights under the laws of any jurisdiction.

(h) "Pre-Existing Materials" means materials, methodologies, tools, software, frameworks, templates, or 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 described in this Agreement and any SOW.

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

(k) "Trade Secret" has the meaning ascribed under the Utah Uniform Trade Secrets Act, Utah Code § 13-24-1 et seq.

(l) "Work Product" means all Deliverables, inventions, discoveries, improvements, designs, documents, data, software, and other materials created by Consultant in the performance of the Services.

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ARTICLE 2: SCOPE OF SERVICES AND INDEPENDENT CONTRACTOR STATUS

2.1 Engagement. Client engages Consultant, and Consultant accepts, to perform Services described in executed Statements of Work. No Services shall be performed absent an executed SOW.

2.2 Standard of Performance. Consultant shall perform Services professionally, competently, and consistent with generally accepted industry standards.

2.3 Independent Contractor Status. Consultant is an independent contractor and not an employee, agent, partner, or joint venturer of Client. This classification is consistent with Utah Code § 35A-4-204 and applicable Utah common law:

(a) Control. Consultant retains full control over the means, methods, and procedures of performance. Client may specify desired results but not the manner of achievement;

(b) Independently Established Business. Consultant is customarily engaged in an independently established trade, occupation, or business. Consultant invests in its own facilities, equipment, and tools, consistent with the independent contractor factors under Utah law;

(c) Opportunity for Profit or Loss. Consultant can realize a profit or suffer a loss from the Services beyond ordinary compensation;

(d) No Employment Benefits. Consultant is not entitled to any employee benefits, including health insurance, retirement, PTO, workers' compensation, or unemployment insurance;

(e) Taxes. Consultant is solely responsible for all federal and Utah state taxes, including Utah individual income tax (currently a flat 4.65% rate under Utah Code § 59-10-104), self-employment taxes, and estimated tax payments. Utah does not exempt consulting income from state income tax;

(f) Tools and Equipment. Consultant furnishes its own tools and workspace unless otherwise specified in a SOW;

(g) Subcontractors. Consultant may use subcontractors with Client's prior written approval. Consultant remains responsible for subcontractor performance;

(h) Multiple Clients. Consultant may serve other clients, provided no conflict of interest arises.

2.4 No Authority to Bind. Consultant has no authority to bind Client without express written authorization.

2.5 Compliance with Laws. Consultant shall comply with all applicable federal, state, and local laws, including Utah professional licensing requirements and business registration with the Utah Division of Corporations and Commercial Code.

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ARTICLE 3: TERM AND TERMINATION

3.1 Initial Term. This Agreement commences on the Effective Date and continues for [________________] (the "Initial Term"), unless earlier terminated.

3.2 Renewal. (Select one)

☐ Automatic Renewal. Automatically renews for successive [________________] periods unless [____] days' written notice of non-renewal is given.

☐ No Automatic Renewal. Expires at the end of the Initial Term unless extended by written amendment.

3.3 Termination for Convenience. Either Party may terminate with [____] days' prior written notice.

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

(a) Material breach not cured within [____] days after written notice;
(b) Insolvency, bankruptcy filing, or assignment for benefit of creditors;
(c) Cessation of business in the normal course;
(d) Violation of applicable law in connection with this Agreement.

3.5 Termination of SOWs. Termination of this Agreement terminates all outstanding SOWs. A SOW may be terminated independently.

3.6 Effects of Termination.

(a) Payment. Client pays for Services satisfactorily performed through termination, plus approved expenses and non-cancellable commitments;

(b) Return of Materials. Within [____] days, return or destroy Confidential Information. Consultant delivers all Work Product;

(c) Wind-Down. Transition assistance for up to [____] days at current rates, if requested;

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

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ARTICLE 4: COMPENSATION AND PAYMENT

4.1 Fee Structure. Per the applicable SOW:

☐ Fixed Fee: $[________________]

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

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

☐ Milestone-Based: Per SOW milestones.

☐ Other: [________________________________]

4.2 Expenses. Reasonable, documented expenses reimbursed subject to:

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

4.3 Invoicing. Consultant invoices: ☐ Monthly ☐ Bi-monthly ☐ Upon milestone ☐ Other: [________________]. Invoices include description, hours, milestones, expenses, SOW reference, and total due.

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

4.5 Late Payment. (Select one)

☐ Option A — Utah Default Rate. Undisputed amounts accrue interest at ten percent (10%) per annum, the default legal rate under Utah Code § 15-1-1(2), from the due date until paid.

☐ Option B — Contractual Rate. Undisputed amounts accrue interest at [____]% per annum. Note: Utah generally does not impose a maximum contractual interest rate between parties who agree in writing; however, the agreed rate must not be unconscionable.

☐ Option C — Judgment Rate. Amounts reduced to judgment shall bear interest at the post-judgment rate as published by the Utah State Courts.

4.6 Invoice Disputes. Client shall: (a) pay undisputed portions; (b) provide detailed dispute notice within [____] days; and (c) resolve in good faith.

4.7 Taxes. Fees are exclusive of taxes. Client is responsible for applicable sales, use, or similar taxes, excluding taxes on Consultant's income. Utah imposes a 4.85% state sales tax (with local additions) on certain services; the Parties shall determine applicability. Each Party is responsible for its own Utah corporate franchise and income tax obligations (Utah Code § 59-7-101 et seq.).

4.8 Right to Audit. Client may audit billing records upon [____] days' notice for [____] years. Overcharges exceeding 5% require Consultant to reimburse audit costs.

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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 either Party, including:

(a) Trade secrets as defined under UUTSA (Utah Code § 13-24-1 et seq.);
(b) Business plans, financial information, pricing, customer lists, and strategies;
(c) Technical data, inventions, processes, algorithms, software, and specifications;
(d) Personnel information and organizational structures;
(e) Legal matters and regulatory compliance information;
(f) Any information marked or reasonably understood to be confidential.

5.2 Exclusions. Not Confidential Information if:

(a) Publicly available through no fault of Receiving Party;
(b) Previously known without confidentiality obligation;
(c) Received from a third party without restriction;
(d) Independently developed without reference to Confidential Information;
(e) Required to be disclosed by law (with prompt notice and cooperation in protective measures).

5.3 Obligations. Receiving Party shall:

(a) Use solely for Agreement purposes;
(b) Protect with at least the same care as its own, no less than reasonable care;
(c) Limit access to those with need to know, bound by comparable obligations;
(d) Not disclose to third parties without consent;
(e) Promptly notify of unauthorized disclosure.

5.4 Duration. Obligations continue for [________________] after termination; Trade Secret protections under UUTSA continue for as long as information qualifies.

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

5.6 Data Breach Notification — Utah Law. Pursuant to Utah Code § 13-44-202:

(a) Any Party that becomes aware of a breach of system security involving personal information of Utah residents shall conduct a good faith, reasonable, and prompt investigation to determine the likelihood that personal information has been or will be misused for identity theft or fraud;

(b) If the investigation reveals that misuse has occurred or is reasonably likely, the Party shall provide notification to each affected Utah resident without unreasonable delay;

(c) If the breach affects more than five hundred (500) Utah residents, the Party shall also notify the Utah Attorney General within the same timeframe;

(d) Notice to credit reporting agencies is required if more than one thousand (1,000) Utah residents are affected;

(e) The Parties shall cooperate in investigation, notification, and mitigation;

(f) Records of the breach and response shall be maintained for at least three (3) years.

5.7 Utah Consumer Privacy Act (UCPA). The Parties acknowledge the Utah Consumer Privacy Act (Utah Code § 13-61-101 et seq.), effective December 31, 2023. To the extent the Services involve processing personal data of Utah consumers, the Parties shall comply with UCPA requirements, including provisions regarding data minimization, consumer rights, and data processing agreements.

5.8 Data Security. Each Party shall implement reasonable administrative, technical, and physical safeguards.

5.9 Injunctive Relief. Breach may cause irreparable harm; non-breaching Party may seek injunctive relief without bond or proof of actual damages.

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ARTICLE 6: INTELLECTUAL PROPERTY

6.1 Work Product Ownership. (Select one)

☐ Option A — Client Ownership. All Work Product is Client's sole property. "Work made for hire" to the extent applicable. Otherwise, Consultant irrevocably assigns all rights.

☐ Option B — Consultant Ownership with License. Consultant retains ownership; Client receives a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license.

☐ Option C — Joint Ownership. Jointly owned; each Party may use without accounting, subject to confidentiality.

6.2 Assignment of Rights. Consultant shall execute all necessary documents. Consultant irrevocably appoints Client as attorney-in-fact if Consultant fails to act within ten (10) Business Days.

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

6.4 Third-Party Materials. Not incorporated without Client's consent.

6.5 Moral Rights. Waived to the fullest extent of law.

6.6 Feedback. Consultant may freely use Client's general Feedback.

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ARTICLE 7: REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents:

(a) Duly organized and in good standing; qualified in Utah as required;
(b) Full power and authority;
(c) No violation of law, regulation, or agreement;
(d) Valid and binding obligation.

7.2 Consultant Representations.

(a) Professional and workmanlike Services;
(b) Work Product conforms to SOW;
(c) Requisite skills and qualifications;
(d) No third-party IP infringement;
(e) All Utah licenses and permits maintained;
(f) No conflicting agreements;
(g) Personnel authorized to work in the U.S.;
(h) Registered with the Utah Division of Corporations and Commercial Code as required.

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

7.4 Disclaimer. EXCEPT AS EXPRESSLY STATED, NO WARRANTIES EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, OR NON-INFRINGEMENT.

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ARTICLE 8: INDEMNIFICATION

8.1 By Consultant. Consultant indemnifies Client Indemnitees from Losses arising from:

(a) Breach of representations, warranties, or obligations;
(b) Negligence or wrongful acts;
(c) IP infringement or misappropriation;
(d) Employee misclassification claims;
(e) Violation of law;
(f) Bodily injury or property damage.

8.2 By Client. Client indemnifies Consultant Indemnitees from Losses arising from:

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

8.3 Procedures. Prompt notice; sole defense control (no settlement imposing obligations without consent or lacking full release); cooperation at Indemnifying Party's expense; participation at own expense.

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ARTICLE 9: LIMITATION OF LIABILITY

9.1 Cap. (Select one)

☐ Option A — Capped. TOTAL LIABILITY SHALL NOT EXCEED $[________________] OR [____] TIMES FEES IN THE PRECEDING [____] MONTHS.

☐ Option B — Uncapped.

9.2 Exclusion of Consequential Damages. NEITHER PARTY LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, REGARDLESS OF THEORY.

9.3 Exceptions. Limitations do not apply to:

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

9.4 Minimum Floor. Not 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+ by A.M. Best:

(a) CGL: Per Occurrence: $[________________]; Aggregate: $[________________]

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

(c) Workers' Compensation: Per Utah Code § 34A-2-101 et seq. if employees. Employers' Liability: $[________________] per accident.

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

(e) Cyber Liability (if applicable): $[________________] per claim.

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

10.3 Waiver of Subrogation. Obtained against Client.

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

10.5 Certificates. Provided upon request with [____] days' cancellation notice.

10.6 No Limitation. Insurance does not limit liability.

10.7 Failure to Maintain. 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 a period not to exceed one (1) year following termination (as required by Utah Code § 34-51-201), within [________________________________], Consultant shall not engage in competitive business as described: [________________________________].

11.5 Utah Post-Employment Restrictions Act Compliance (CRITICAL). The Parties acknowledge and agree:

(a) One-Year Maximum. Under Utah Code § 34-51-201, an employer and employee may not enter into a post-employment restrictive covenant for a period of more than one (1) year from the day on which the employee is no longer employed. This limitation applies to agreements entered into on or after May 10, 2016;

(b) Void if Exceeding One Year. Any non-compete provision that exceeds one (1) year is void and unenforceable under Utah Code § 34-51-201;

(c) Non-Solicitation and Non-Disclosure Exempt. The Post-Employment Restrictions Act does not apply to non-solicitation agreements, non-disclosure agreements, or confidentiality agreements (Utah Code § 34-51-102). Accordingly, the non-solicitation covenants in Sections 11.2 and 11.3 are not subject to the one-year limitation;

(d) Exceptions. The one-year limitation does not apply to non-compete provisions: (i) included in a bona fide severance agreement; or (ii) related to the sale of a business where the individual receives value from the sale;

(e) Penalties for Enforcement of Unenforceable Covenant. If a court determines that a post-employment restrictive covenant is unenforceable under the Act, the employer may be liable for the employee's costs of arbitration, attorney fees and court costs, and actual damages (Utah Code § 34-51-201);

(f) Applicability to Independent Contractors. The application of the Post-Employment Restrictions Act to independent contractors (as opposed to employees) may be subject to interpretation. The Parties intend for the non-compete provisions herein to comply with the Act to the maximum extent applicable;

(g) Blue Pencil. Utah courts may modify an overbroad restrictive covenant to the extent necessary to make it enforceable rather than voiding it entirely;

(h) The non-compete period specified in Section 11.4 shall not exceed one (1) year from termination.

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: UTAH-SPECIFIC PROVISIONS

12.1 Utah Uniform Trade Secrets Act (UUTSA). Trade secret obligations are governed by Utah Code § 13-24-1 et seq.:

(a) Injunctive relief available under Utah Code § 13-24-2 for actual or threatened misappropriation;

(b) Actual damages and unjust enrichment recoverable under Utah Code § 13-24-3;

(c) Willful and malicious misappropriation: exemplary damages up to twice actual damages under Utah Code § 13-24-3;

(d) Attorney's fees for bad faith claims or willful misappropriation under Utah Code § 13-24-4;

(e) Statute of limitations: three (3) years from discovery under Utah Code § 13-24-5;

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

12.2 Utah Flat Income Tax. Utah imposes a flat individual income tax rate of 4.65% (Utah Code § 59-10-104) and a corporate franchise and income tax under Utah Code § 59-7-101 et seq. Each Party is independently responsible for its own tax obligations. Consultant shall make appropriate estimated tax payments to the Utah State Tax Commission.

12.3 Utah Business Entity Code. Utah's Revised Uniform Limited Liability Company Act (Utah Code § 48-3a-101 et seq.) and other business entity statutes were recodified in 2013. The Parties shall ensure their entity registrations and qualifications comply with current Utah business entity law and are current with the Utah Division of Corporations and Commercial Code.

12.4 Utah Consumer Sales Practices Act. The Parties shall conduct activities in compliance with the Utah Consumer Sales Practices Act (Utah Code § 13-11-1 et seq.). Deceptive or unconscionable business practices in connection with this Agreement may give rise to liability under the Act.

12.5 Utah Interest Rate Provisions.

(a) The default legal rate of interest in Utah is ten percent (10%) per annum under Utah Code § 15-1-1(2);

(b) Parties may contract for a higher rate by written agreement; however, excessively high rates may be subject to judicial review for unconscionability;

(c) Judgments bear interest at the applicable post-judgment rate as determined by the Utah courts;

(d) The late payment rate in this Agreement is intended to be enforceable under Utah law.

12.6 Utah Occupational and Professional Licensing. If the Services require any professional license or certification under Utah Code Title 58 (Occupations and Professions), Consultant shall maintain all such licenses in good standing throughout the term of this Agreement and shall provide evidence of licensure upon Client's request.

12.7 Utah Consumer Privacy Act (UCPA). Effective December 31, 2023, the UCPA (Utah Code § 13-61-101 et seq.) establishes consumer data privacy requirements for controllers and processors operating in Utah. If the Services involve processing personal data of Utah consumers:

(a) The Parties shall enter into a data processing agreement as required by the UCPA;
(b) Consultant shall provide consumers with the ability to exercise their rights under the UCPA;
(c) Consultant shall implement reasonable security practices;
(d) Data collection shall be limited to what is reasonably necessary for the specified purpose.

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ARTICLE 13: GOVERNING LAW AND JURISDICTION

13.1 Governing Law. This Agreement is governed by Utah law, without regard to conflict of laws principles.

13.2 Jurisdiction and Venue. Actions shall be brought exclusively in the state courts in [________________] County, Utah, or the United States District Court for the District of Utah. Each Party:

(a) Submits to exclusive jurisdiction;
(b) Waives venue objections;
(c) Waives inconvenient forum claims;
(d) Consents to lawful service of process.

13.3 Waiver of Jury Trial. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO JURY TRIAL IN ANY ACTION ARISING OUT OF THIS AGREEMENT. EACH PARTY ACKNOWLEDGES:

(a) IT HAS READ AND UNDERSTANDS THIS WAIVER;
(b) IT HAS HAD OPPORTUNITY TO CONSULT COUNSEL;
(c) THIS WAIVER IS A MATERIAL INDUCEMENT.

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ARTICLE 14: DISPUTE RESOLUTION

14.1 Informal Resolution. Good faith negotiation first. Written notice; representatives meet within ten (10) Business Days. If unresolved in thirty (30) days, proceed to formal resolution.

14.2 Formal Dispute Resolution. (Select one)

☐ Option A: Litigation. Courts in Section 13.2.

☐ Option B: Mediation Then Litigation. Mediation by [________________________________] in [________________], Utah. If unresolved in [____] days, proceed to litigation.

☐ Option C: Binding Arbitration. By [________________________________] in [________________], Utah, under Commercial Arbitration Rules. Single arbitrator under $[________________]; three for larger disputes.

☐ Option D: Mediation Then Arbitration.

14.3 Injunctive Relief. Available from any court for irreparable harm, including violations of Articles 5, 6, or 11.

14.4 Continued Performance. Obligations continue during disputes to the extent practicable.

14.5 Attorneys' Fees. Prevailing Party recovers reasonable fees, costs, and expenses.

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ARTICLE 15: ADDITIONAL GENERAL PROVISIONS

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

15.2 Amendment. Written instrument signed by both Parties required.

15.3 Waiver. Written waivers only. No failure to exercise a right constitutes waiver.

15.4 Severability. Invalid provisions modified minimally. Remaining provisions unaffected.

15.5 Assignment. Consultant may not assign without consent. Client may assign to Affiliates or successors.

15.6 Notices. Written notices deemed given: (a) personal delivery; (b) email during business hours (next Business Day if after); (c) one Business Day after overnight courier; (d) three 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. Prompt notice required. If event exceeds [____] days, either may terminate.

15.8 Counterparts; Electronic Signatures. Counterparts valid. Electronic signatures effective under Utah UETA (Utah Code § 46-4-101 et seq.) and federal E-SIGN Act.

15.9 Headings. Convenience only.

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

15.11 Publicity. No press releases without consent except as legally required.

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

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

15.14 No Implied Licenses.

15.15 Export Compliance. Comply with export control laws.

15.16 Anti-Corruption. No improper payments under FCPA or other laws.

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 UTAH
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 Utah
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:
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

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2. SCOPE OF SERVICES

2.1 [Phase 1]: [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

2.2 [Phase 2]: [________________________________]
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

2.3 [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

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

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

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5. COMPENSATION

☐ Fixed Fee: $[________________]

• [____]% upon execution; [____]% at Milestone [____]; [____]% upon acceptance

☐ Time and Materials:

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

Not-to-Exceed: $[________________]

☐ Milestone-Based:

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

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

Expense Budget: $[________________]
Total SOW Value: $[________________]

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6. CLIENT RESPONSIBILITIES

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

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7. KEY PERSONNEL

Role	Name	Email	Phone
Client PM	[________________________________]	[________________________________]	[________________________________]
Consultant Lead	[________________________________]	[________________________________]	[________________________________]

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8. ACCEPTANCE

Criteria: ☐ Conforms to specs ☐ Defect-free ☐ [________________________________]

Procedure: Review period: [____] Business Days; Cure period: [____] Business Days; Deemed accepted if no response.

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9. ASSUMPTIONS AND RISKS

Assumptions: ☐ [________________________________] ☐ [________________________________]

Dependencies: ☐ [________________________________]

Risk	Probability	Impact	Mitigation
[________________________________]	☐ H ☐ M ☐ L	☐ H ☐ M ☐ L	[________________________________]

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10. REPORTING

Status Reports: ☐ Weekly ☐ Bi-weekly ☐ Monthly
Meetings: ☐ Weekly ☐ Bi-weekly ☐ Monthly | ☐ In-person ☐ Video ☐ Phone
Escalation: [________________________________]

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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

☐ 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
☐ Late payment rate selected (note Utah 10% default rate)
☐ Tax obligations reviewed (4.65% flat income tax)

Confidentiality (Article 5):
☐ Duration specified
☐ Data breach procedures reviewed per Utah Code § 13-44-202
☐ UCPA compliance assessed if processing consumer data

Intellectual Property (Article 6):
☐ Ownership option selected

Warranties (Article 7):
☐ Warranty Period specified

Limitation of Liability (Article 9):
☐ Cap selected

Insurance (Article 10):
☐ Coverage amounts specified

Restrictive Covenants (Article 11) — CRITICAL:
☐ Applicability determined
☐ Non-compete period does NOT exceed one (1) year per Utah Code § 34-51-201
☐ Non-solicitation and non-disclosure are EXEMPT from one-year limit
☐ Penalties for enforcing unenforceable covenant reviewed

Utah-Specific (Article 12):
☐ UUTSA provisions reviewed
☐ Tax obligations reviewed (flat 4.65% income tax; franchise tax)
☐ Business entity registration confirmed
☐ UCPA applicability assessed
☐ Professional licensing confirmed

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

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

SOW (Exhibit A):
☐ Complete

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

Final Review:
☐ Utah-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 Utah. 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.