Consulting Services Agreement

CONSULTING SERVICES AGREEMENT

Commonwealth of Virginia

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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: [________________________________]
Virginia State Corporation Commission (SCC) ID (if applicable): [________________________________]

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

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 Commonwealth of Virginia;

WHEREAS, the Parties acknowledge that Virginia law (Va. Code § 40.1-28.7:8) prohibits non-compete agreements with low-wage workers and that any restrictive covenants herein must comply with such prohibition; and

WHEREAS, the Parties acknowledge that the Virginia Consumer Data Protection Act (VCDPA, Va. Code § 59.1-575 et seq.) may apply to certain data processing activities in connection with the Services;

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 the Commonwealth of Virginia.

(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, or materials 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.

(h) "Low-Wage Worker" means, pursuant to Va. Code § 40.1-28.7:8, an employee whose average weekly earnings are less than the average weekly wage of the Commonwealth, or who is entitled to overtime compensation under the FLSA, or an independent contractor compensated at an hourly rate less than the median hourly wage of the Commonwealth.

(i) "Pre-Existing Materials" means materials, methodologies, tools, software, frameworks, or intellectual property owned or licensed by a Party prior to the Effective Date or developed independently.

(j) "Services" means the consulting, advisory, and professional services described herein and in any SOW.

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

(l) "Trade Secret" has the meaning ascribed under the Virginia Uniform Trade Secrets Act (Va. Code § 59.1-336 et seq.).

(m) "Work Product" means all Deliverables, inventions, discoveries, improvements, designs, documents, data, software, and materials created by Consultant in performing 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 SOWs. No Services performed absent an executed SOW.

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

2.3 Independent Contractor Status. Consultant is an independent contractor, not an employee, agent, partner, or joint venturer. This classification is consistent with Va. Code § 60.2-212 and applicable Virginia common law:

(a) Control. Consultant retains full control over the means, methods, and manner of performance. Client specifies desired results only;

(b) Independently Established Business. Consultant is engaged in an independently established trade, occupation, profession, or business. Consultant provides its own tools, office space, and equipment;

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

(d) Taxes. Consultant is solely responsible for federal and Virginia taxes, including Virginia individual income tax (2-5.75% graduated rates), self-employment taxes, and estimated payments. Consultant shall obtain a Virginia business license if required;

(e) Virginia Employment Commission (VEC). Consultant acknowledges that the VEC may assess whether this relationship is an employment relationship under Va. Code § 60.2-212. The Parties intend the relationship to qualify as an independent contractor arrangement under applicable law;

(f) Tools and Equipment. Consultant furnishes its own resources unless otherwise specified;

(g) Subcontractors. Permitted with Client's prior written approval. Consultant remains responsible;

(h) Multiple Clients. Consultant may serve other clients, provided no conflicts arise.

2.4 No Authority to Bind. 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 Virginia professional licensing requirements and registration with the Virginia State Corporation Commission (SCC) as required.

2.6 Virginia SCC Registration. If Consultant is a foreign entity transacting business in Virginia, Consultant shall register with the Virginia State Corporation Commission as required by law (Va. Code § 13.1-757 for corporations; Va. Code § 13.1-1052 for LLCs).

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ARTICLE 3: TERM AND TERMINATION

3.1 Initial Term. Commences on the Effective Date and continues for [________________] (the "Initial Term").

3.2 Renewal. (Select one)

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

☐ No Automatic Renewal. Expires at end of Initial Term unless extended in writing.

3.3 Termination for Convenience. [____] days' prior written notice.

3.4 Termination for Cause. Immediate upon written notice if:

(a) Material breach not cured within [____] days;
(b) Insolvency, bankruptcy, or assignment for creditors' benefit;
(c) Cessation of business;
(d) Violation of applicable law.

3.5 Termination of SOWs. Agreement termination terminates all SOWs. SOWs may be terminated independently.

3.6 Effects of Termination.

(a) Payment. For satisfactorily performed Services, approved expenses, and non-cancellable commitments;

(b) Return of Materials. Within [____] days;

(c) Wind-Down. Up to [____] days at current rates, upon request;

(d) Survival. Articles 1, 5, 6, 7 (warranty period), 8, 9, 11 (if applicable), 12, 13, 14, and 15 survive, plus 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.

☐ Monthly Retainer: $[________________] for [____] hours/month; additional 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. ☐ Monthly ☐ Bi-monthly ☐ Upon milestone ☐ Other: [________________].

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

4.5 Late Payment. (Select one)

☐ Option A — Virginia Statutory Rate. Undisputed amounts accrue interest at six percent (6%) per annum, the legal rate under Va. Code § 6.2-301, from due date until paid.

☐ Option B — Contractual Rate. Undisputed amounts accrue interest at [____]% per annum. Note: Virginia usury limits under Va. Code § 6.2-303 generally cap interest at 12% per annum for loans; however, this limitation may not apply to contractual late payment charges in commercial agreements between sophisticated parties. Consult Virginia counsel.

☐ Option C — Combined. Interest at the higher of 6% per annum or the contractual rate of [____]% per annum, not to exceed the maximum rate permitted by Virginia law.

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

4.7 Taxes. Fees are exclusive of taxes. Virginia imposes a retail sales and use tax (Va. Code § 58.1-600 et seq.) that may apply to certain services. Each Party is responsible for its own Virginia income tax obligations. Virginia localities impose a Business, Professional and Occupational License (BPOL) tax (Va. Code § 58.1-3700 et seq.) on businesses operating within their jurisdictions; Consultant shall obtain applicable BPOL licenses and comply with local tax requirements.

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, including:

(a) Trade secrets under VUTSA (Va. Code § 59.1-336 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) Information marked or reasonably understood as confidential.

5.2 Exclusions. Not Confidential Information if:

(a) Publicly available through no fault of Receiving Party;
(b) Previously known without obligation;
(c) Received from a third party without restriction;
(d) Independently developed;
(e) Required by law (with prompt notice and cooperation).

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 without consent;
(e) Promptly notify of unauthorized disclosure.

5.4 Duration. [________________] after termination; Trade Secrets protected indefinitely under VUTSA.

5.5 Return or Destruction. Upon termination or request, return or destroy and certify. One archival copy permitted in legal files; routine backups may persist under ongoing obligations.

5.6 Data Breach Notification — Virginia Law. Pursuant to Va. Code § 18.2-186.6:

(a) If either Party experiences a breach involving unencrypted personal information of Virginia residents, it shall notify affected individuals without unreasonable delay after discovery, consistent with law enforcement needs and measures to determine breach scope and restore system integrity;

(b) If the breach affects more than one thousand (1,000) Virginia residents, notice must be provided to the Virginia Attorney General and major credit reporting agencies;

(c) If the breach involves income tax information (taxpayer ID numbers with income tax withheld), the Office of the Attorney General must be notified;

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

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

5.7 Virginia Consumer Data Protection Act (VCDPA). The VCDPA (Va. Code § 59.1-575 et seq.), effective January 1, 2023, establishes data privacy requirements:

(a) Applicability. The VCDPA applies to persons that conduct business in Virginia or produce products or services targeted to Virginia residents and that (i) control or process personal data of at least 100,000 consumers, or (ii) control or process personal data of at least 25,000 consumers and derive over 50% of gross revenue from the sale of personal data;

(b) Employment Exemption. Personal data processed in the course of an individual acting as an employee, contractor, or agent is exempt from VCDPA when collected in the context of that role;

(c) Data Processing Agreements. If the Services involve processing personal data subject to VCDPA on behalf of Client, the Parties shall enter into a data processing agreement that governs processing instructions, confidentiality, security measures, subprocessor engagement, data subject rights assistance, audit rights, and data return/deletion;

(d) Consumer Rights. Where applicable, the Parties shall cooperate to facilitate consumer rights under VCDPA, including the right to access, correct, delete, and obtain a copy of personal data, and the right to opt out of processing for targeted advertising, sale, or profiling;

(e) Data Protection Assessments. Client shall conduct data protection assessments for processing activities that present a heightened risk of harm, as required by Va. Code § 59.1-580.

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

5.9 Injunctive Relief. Breach may cause irreparable harm; the 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 comply within ten (10) Business Days.

6.3 Pre-Existing Materials. Each Party retains 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.

6.6 Feedback. Consultant may freely use general Feedback.

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ARTICLE 7: REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations.

(a) Duly organized and in good standing; qualified in Virginia as required, including registration with the Virginia SCC;
(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 specifications;
(c) Requisite skills, qualifications, and experience;
(d) No third-party IP infringement;
(e) All Virginia licenses and permits maintained, including BPOL licenses as applicable;
(f) No conflicting agreements;
(g) All personnel authorized to work in the U.S.;
(h) Consultant is registered with the Virginia SCC as required and has obtained all necessary local business licenses.

7.3 Warranty Period. Defective Deliverables within [________________] of acceptance shall be re-performed 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 applicable 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 or lacking full release without consent); cooperation at Indemnifying Party's expense; may participate 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, EVEN IF ADVISED OF POSSIBILITY.

9.3 Exceptions. Limitations do not apply to:

(a) Breach of Article 5 or VUTSA misappropriation;
(b) Breach of Article 6;
(c) IP infringement and misclassification indemnification;
(d) Willful misconduct, gross negligence, or fraud;
(e) Bodily injury or death;
(f) Violations of Va. Code § 40.1-28.7:8 (non-compete ban for low-wage workers).

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, 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 Va. Code § 65.2-100 et seq. if Consultant has 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 on CGL and auto policies.

10.3 Waiver of Subrogation. Obtained against Client.

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

10.5 Certificates. 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 [________________] following termination, within [________________________________], Consultant shall not engage in competitive business: [________________________________].

11.5 Virginia Non-Compete Law Compliance (CRITICAL). The Parties acknowledge and agree:

(a) Low-Wage Worker Prohibition. Under Va. Code § 40.1-28.7:8, no employer shall enter into, enforce, or threaten to enforce a covenant not to compete with any "low-wage employee." Effective July 1, 2025 (as amended), a "low-wage employee" includes:

• Any employee whose average weekly earnings are less than the average weekly wage of the Commonwealth;
• Any employee who, regardless of average weekly earnings, is entitled to overtime compensation under the FLSA (i.e., any non-exempt employee);
• Any independent contractor compensated at an hourly rate less than the median hourly wage of the Commonwealth;

(b) Civil Penalty. An employer that violates Va. Code § 40.1-28.7:8 is subject to a civil penalty of $10,000 for each violation, in addition to remedies available to the worker, including liquidated damages, lost compensation, attorney fees, and costs;

(c) Non-Compete Certification. If Article 11.4 applies, Client certifies that Consultant is NOT a low-wage worker as defined by Va. Code § 40.1-28.7:8. Client shall verify Consultant's compensation meets applicable thresholds before enforcing any non-compete covenant;

(d) Blue Pencil Doctrine. Virginia courts apply a "blue pencil" doctrine that permits courts to strike overbroad provisions from a restrictive covenant to render it enforceable, but courts may not rewrite or add terms. Provisions that are not severable from overbroad terms may be rendered entirely unenforceable;

(e) Enforceability Factors. Virginia courts evaluate non-compete agreements based on whether: (i) they protect a legitimate business interest; (ii) they are no broader than necessary to protect that interest; and (iii) the restriction is reasonable in duration, geographic scope, and activity;

(f) Non-Solicitation and Confidentiality. Non-solicitation and confidentiality provisions are not subject to the low-wage worker prohibition and remain enforceable under Virginia common law;

(g) Consultant Acknowledgment. Consultant shall indicate compensation status:
☐ Consultant's average weekly earnings EXCEED the average weekly wage of the Commonwealth
☐ Consultant is an EXEMPT employee under the FLSA
☐ Consultant's hourly rate EXCEEDS the median hourly wage of the Commonwealth
☐ Consultant is a business entity (not an individual) — low-wage worker restrictions may not apply

11.6 Reasonableness Acknowledgment. Consultant acknowledges restrictions are reasonable, independent counsel was available, and 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: VIRGINIA-SPECIFIC PROVISIONS

12.1 Virginia Uniform Trade Secrets Act (VUTSA). Trade secret obligations are governed by Va. Code § 59.1-336 et seq.:

(a) Injunctive relief available under Va. Code § 59.1-337 for actual or threatened misappropriation;

(b) Damages for actual loss and unjust enrichment recoverable under Va. Code § 59.1-338;

(c) Willful and malicious misappropriation: exemplary damages up to twice actual damages under Va. Code § 59.1-338;

(d) Attorney's fees for bad faith or willful misappropriation under Va. Code § 59.1-339;

(e) Statute of limitations: five (5) years from discovery under Va. Code § 59.1-340;

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

12.2 Virginia State Corporation Commission (SCC). The Parties acknowledge:

(a) Virginia requires business entities to register with the SCC. Corporations file under Va. Code § 13.1-601 et seq.; LLCs under Va. Code § 13.1-1000 et seq.;

(b) Foreign entities transacting business in Virginia must obtain a certificate of authority from the SCC;

(c) Failure to register may result in inability to maintain actions in Virginia courts;

(d) Each Party shall maintain current registration with the SCC as required.

12.3 BPOL Tax. Virginia localities impose a Business, Professional and Occupational License (BPOL) tax under Va. Code § 58.1-3700 et seq.:

(a) Businesses with a definite place of business or performing services in a Virginia locality may be required to obtain a local business license and pay BPOL tax;

(b) BPOL tax rates vary by locality and business classification;

(c) Consultant shall determine whether its activities under this Agreement trigger BPOL obligations in any Virginia locality and shall comply with applicable requirements;

(d) BPOL tax is the sole obligation of the Party required to pay it and is not reimbursable under this Agreement unless expressly agreed.

12.4 Virginia Income Tax. Virginia imposes graduated individual income tax rates ranging from 2% to 5.75% (Va. Code § 58.1-320 et seq.) and corporate income tax at 6% (Va. Code § 58.1-400 et seq.). Each Party is independently responsible for its own state income tax obligations. Consultant shall make appropriate estimated tax payments to the Virginia Department of Taxation.

12.5 Virginia Interest Rate Provisions.

(a) The legal rate of interest in Virginia is six percent (6%) per annum under Va. Code § 6.2-301;

(b) Virginia usury statutes (Va. Code § 6.2-303) generally cap interest at 12% per annum for loans; however, this limitation may not apply to late payment charges in commercial contracts between business entities;

(c) Judgments bear interest at the judgment rate set annually by the Virginia State Treasurer;

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

12.6 Virginia Consumer Protection Act. The Parties shall conduct activities in compliance with the Virginia Consumer Protection Act (Va. Code § 59.1-196 et seq.). Deceptive or misleading practices may give rise to liability.

12.7 Virginia Workers' Compensation. If Consultant has employees performing Services in Virginia, Consultant shall maintain workers' compensation coverage as required by Va. Code § 65.2-100 et seq. Virginia requires coverage for employers with three (3) or more employees (or one in certain industries).

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ARTICLE 13: GOVERNING LAW AND JURISDICTION

13.1 Governing Law. This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict of laws principles.

13.2 Jurisdiction and Venue. Actions shall be brought exclusively in the Circuit Court of [________________] County/City, Virginia, or the United States District Court for the [________________] District of Virginia. 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.

14.2 Formal Dispute Resolution. (Select one)

☐ Option A: Litigation. Courts in Section 13.2.

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

☐ Option C: Binding Arbitration. By [________________________________] in [________________], Virginia, 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.

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

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ARTICLE 15: ADDITIONAL GENERAL PROVISIONS

15.1 Entire Agreement. Complete agreement superseding all prior.

15.2 Amendment. Written, signed by both Parties.

15.3 Waiver. Written only. No failure to exercise constitutes waiver.

15.4 Severability. Invalid provisions modified minimally. Remaining unaffected.

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

15.6 Notices. Written, 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 Virginia UETA (Va. Code § 59.1-479 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 required by law.

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

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

15.14 No Implied Licenses.

15.15 Export Compliance.

15.16 Anti-Corruption. No improper payments under 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

COMMONWEALTH OF VIRGINIA
COUNTY/CITY 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, Commonwealth of Virginia
My Commission Expires: [__/__/____]
Registration Number: [________________________________]

[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. Agreement controls in case of conflict.

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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
☐ Other: [________________________________]

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7. KEY PERSONNEL

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

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8. ACCEPTANCE

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

Procedure: [____] Business Days review; [____] Business Days cure; 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, including Virginia SCC IDs
☐ 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 VA 6% statutory rate; 12% usury limit)
☐ BPOL tax obligations identified

Confidentiality (Article 5):
☐ Duration specified
☐ Data breach procedures reviewed per Va. Code § 18.2-186.6
☐ VCDPA applicability assessed; data processing agreement executed if needed

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
☐ Consultant's compensation verified to exceed low-wage thresholds per Va. Code § 40.1-28.7:8
☐ If Consultant is a low-wage worker, NON-COMPETE MUST NOT BE INCLUDED ($10,000 penalty per violation)
☐ Compensation certification completed (Section 11.5(g))
☐ Blue pencil doctrine limitations understood (courts strike but do not rewrite)

Virginia-Specific (Article 12):
☐ VUTSA provisions reviewed (5-year statute of limitations — different from most states)
☐ SCC registration confirmed for both Parties
☐ BPOL tax obligations identified
☐ Virginia income tax obligations reviewed
☐ VCDPA compliance assessed

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

General Provisions (Article 15):
☐ Jurisdiction specified (Circuit Court or federal district)
☐ Notice addresses completed

SOW (Exhibit A):
☐ Complete

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

Final Review:
☐ Virginia-licensed counsel review completed
☐ Both Parties received executed copies
☐ W-9 provided
☐ Insurance certificates provided
☐ Virginia SCC registrations current

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This template is intended for use under the laws of the Commonwealth of Virginia. 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.