Consulting Services Agreement

CONSULTING SERVICES AGREEMENT

State of Vermont

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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 Vermont;

WHEREAS, the Parties acknowledge that Vermont law has historically disfavored restrictive covenants, and that any such covenants in this Agreement must be narrowly tailored and reasonable to be enforceable; and

WHEREAS, Vermont is a small-business-friendly jurisdiction with unique regulatory requirements including environmental compliance under Act 250 (10 V.S.A. § 6001 et seq.) and data privacy protections, and the Parties shall comply with all applicable Vermont-specific requirements;

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 State of Vermont.

(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 of any kind.

(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.

(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 Vermont Trade Secrets Act (9 V.S.A. § 4601 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 the performance of the Services.

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ARTICLE 2: SCOPE OF SERVICES AND INDEPENDENT CONTRACTOR STATUS

2.1 Engagement. Client engages Consultant to perform Services described in executed SOWs. 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. This classification is consistent with Vermont employment law, including 21 V.S.A. § 1301 et seq. and applicable Vermont common law:

(a) Control. Consultant retains 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 Vermont law, the "right to control" test is central to distinguishing employment from independent contractor relationships;

(b) Independently Established Business. Consultant represents that it operates an independently established trade, occupation, profession, or business. Under Vermont's independent contractor test (21 V.S.A. § 1301(6)), the following factors are relevant:

• Consultant has the right to control and direct the work, free from supervision;
• Consultant is customarily engaged in an independently established trade, occupation, or business;
• Consultant has the opportunity for profit or loss;
• Consultant invests in its own facilities and tools;

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

(d) Taxes. Consultant is solely responsible for all federal and Vermont state taxes, including Vermont income tax (3.35% to 8.75% graduated rates under 32 V.S.A. § 5822), self-employment taxes, and estimated tax payments. Vermont does not exempt consulting income from state income tax;

(e) Tools and Equipment. Consultant furnishes its own tools, equipment, supplies, and workspace unless otherwise specified;

(f) Subcontractors. Permitted with Client's prior written approval. Consultant remains responsible for subcontractor performance and compliance;

(g) 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 Vermont professional licensing requirements and registration with the Vermont Secretary of State as required.

2.6 Vermont Environmental Compliance. If the Services involve land use planning, development, construction, or environmental consulting in Vermont, the Parties acknowledge that Vermont's Act 250 (10 V.S.A. § 6001 et seq.) may apply. Consultant shall advise Client of any Act 250 permit requirements that may be triggered by activities under this Agreement and shall assist Client in obtaining necessary permits if such assistance is within the scope of the Services.

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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 is provided.

☐ No Automatic Renewal. Expires at end of 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. Immediate upon written notice if:

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

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

3.6 Effects of Termination.

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

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

(c) Wind-Down. Up to [____] days of transition assistance 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, 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 with contemporaneous time records.

☐ Monthly Retainer: $[________________] for up to [____] 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 or documentation 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: [________________]. Invoices include description, hours, milestones, expenses, SOW number, and total due.

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

4.5 Late Payment. (Select one)

☐ Option A — Vermont Statutory Rate. Undisputed amounts accrue interest at twelve percent (12%) per annum, the legal rate under 9 V.S.A. § 41a, from the due date until paid.

☐ Option B — Contractual Rate. Undisputed amounts accrue interest at [____]% per annum, not to exceed the maximum rate permitted by Vermont law. Note: Vermont imposes usury limits; consult 9 V.S.A. § 41a and applicable case law to confirm permissible rates for commercial contracts.

☐ Option C — Judgment Rate. Amounts reduced to judgment shall bear interest at the rate established under 12 V.S.A. § 2903 (currently 12% per annum or as otherwise set).

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

4.7 Taxes. Fees are exclusive of taxes. Vermont imposes a sales and use tax (32 V.S.A. § 9701 et seq.) on certain services; the Parties shall determine applicability. Each Party is responsible for its own Vermont income tax obligations (Vermont graduated rates from 3.35% to 8.75%). Consultant shall make appropriate estimated tax payments to the Vermont Department of Taxes.

4.8 Right to Audit. Client may audit billing records upon [____] days' notice for [____] years following each invoice. 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 the Disclosing Party, including:

(a) Trade secrets as defined under the Vermont Trade Secrets Act (9 V.S.A. § 4601 et seq.);
(b) Business plans, financial data, pricing, customer lists, and 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 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 by law (with prompt notice and cooperation in seeking 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 without consent;
(e) Promptly notify of unauthorized disclosure.

5.4 Duration. Confidentiality obligations continue for [________________] after termination. Trade Secret protections under 9 V.S.A. § 4601 et seq. continue for as long as the information qualifies as a trade secret.

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

5.6 Data Breach Notification — Vermont Law. Pursuant to 9 V.S.A. § 2435 (Vermont Security Breach Notice Act):

(a) If either Party becomes aware of a security breach involving personal information (as defined in 9 V.S.A. § 2430) of Vermont residents, it shall notify affected consumers within forty-five (45) days of discovery or notification of the breach;

(b) Regulatory Notification. The breaching Party shall notify the Vermont Attorney General and the Vermont Department of Financial Regulation within fourteen (14) business days of discovering the breach, regardless of the number of affected individuals. This is a notably short regulatory notification timeline;

(c) Consumer Notification Content. Notice to consumers must include: (i) a description of the incident; (ii) the type of information involved; (iii) what is being done to protect affected individuals; (iv) contact information for the notifying entity; and (v) contact information for the Vermont Attorney General;

(d) Trade Secret Designation. The data collector may designate its notice and detailed explanation as a "trade secret" if it meets the definition under 1 V.S.A. § 317(c)(9);

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

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

5.7 Vermont Data Privacy — Data Broker Act. Vermont enacted the nation's first Data Broker Act (9 V.S.A. § 2446 et seq.), requiring data brokers to register with the Vermont Secretary of State. If Consultant's activities under this Agreement involve the collection, aggregation, or sale of personal information of Vermont residents, Consultant shall determine whether it qualifies as a "data broker" and comply with applicable registration and disclosure requirements.

5.8 Data Security. Each Party shall implement reasonable administrative, technical, and physical safeguards to protect Confidential Information and personal information, consistent with industry standards and Vermont law, including 9 V.S.A. § 2446a (Security of Personal Information).

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 under 17 U.S.C. § 101. 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 obligations.

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 rights in Pre-Existing Materials. If incorporated into Work Product, Consultant grants Client a perpetual, royalty-free license 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 permitted by 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.

(a) Duly organized and in good standing; qualified in Vermont as required, including registration with the Vermont Secretary of State;
(b) Full power and authority to enter into and perform this Agreement;
(c) Execution does not violate any law, regulation, or existing agreement;
(d) Valid and binding obligation.

7.2 Consultant Representations.

(a) Services performed in professional and workmanlike manner;
(b) Work Product conforms to SOW specifications;
(c) Requisite skills, qualifications, and experience;
(d) No third-party IP infringement;
(e) All Vermont licenses and permits maintained;
(f) No conflicting agreements;
(g) All personnel authorized to work in the U.S.;
(h) Consultant is registered with the Vermont Secretary of State 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 of Consultant or its personnel;
(c) IP infringement or misappropriation by Work Product or Deliverables;
(d) Employee misclassification claims;
(e) Violation of applicable law;
(f) Bodily injury or property damage caused by Consultant.

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, WHICHEVER IS GREATER.

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

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 THE POSSIBILITY.

9.3 Exceptions. The limitations do not apply to:

(a) Breach of Article 5 or trade secret misappropriation under 9 V.S.A. § 4601 et seq.;
(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. Liability 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 and licensed or admitted in Vermont:

(a) Commercial General Liability:

• Per Occurrence: $[________________]
• Aggregate: $[________________]

(b) Professional Liability (E&O):

• Per Claim: $[________________]
• Aggregate: $[________________]
• Claims-made with [____]-year tail

(c) Workers' Compensation:

• As required by Vermont law (21 V.S.A. § 601 et seq.) if Consultant has employees
• Vermont requires coverage for all employers with one (1) or more employees
• Employers' Liability: $[________________] per accident

(d) Business Automobile Liability (if applicable):

• $[________________] combined single limit

(e) Cyber Liability (if applicable):

• $[________________] per claim

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

10.3 Waiver of Subrogation. Consultant shall obtain waiver of subrogation in favor of Client.

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

10.5 Certificates. Upon request, Consultant provides certificates, endorsements, and [____] days' notice of cancellation.

10.6 No Limitation. Insurance requirements do 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 with whom Consultant had contact for competitive purposes.

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

11.5 Vermont Non-Compete Law Compliance (IMPORTANT). The Parties acknowledge:

(a) Vermont Disfavors Non-Competes. Vermont courts have historically disfavored non-compete agreements and will enforce them only when they are reasonable and no more restrictive than necessary to protect legitimate business interests;

(b) Vermont H.0205 (2025). Vermont introduced H.0205 in 2025, which significantly restricts non-compete agreements. Under this legislation, if enacted:

• Non-compete agreements are prohibited for "covered employees" earning less than $2,000 per week;
• Non-competes are limited to: (i) sale of business transactions; (ii) partnership dissolutions; (iii) severance agreements; and (iv) employees earning $100,000 or more annually;
• Employers with existing non-compete covenants may be required to notify affected individuals that such covenants are no longer enforceable;
• Practitioners should verify the current status of this legislation before relying on any non-compete provision in this Agreement;

(c) Enforceability Standards. Vermont courts evaluate non-compete agreements based on: (i) protection of a legitimate business interest (trade secrets, customer relationships, goodwill); (ii) reasonableness in duration, geographic scope, and scope of prohibited activity; (iii) no undue hardship on the restricted party; and (iv) consistency with public policy;

(d) Narrow Tailoring Required. Given Vermont's hostility to non-competes, the Parties have made every effort to narrowly tailor the restrictions in this Article to protect only legitimate business interests;

(e) Severability. If any restrictive covenant is found overbroad, the Parties request the court modify it to the minimum extent necessary to make it enforceable. Vermont courts have discretion to reform or sever overbroad provisions;

(f) Non-Solicitation and Confidentiality. Non-solicitation and confidentiality provisions are generally more favorably viewed by Vermont courts and are not subject to the same level of scrutiny as non-compete provisions;

(g) Adequate Consideration. Vermont requires that a non-compete be supported by adequate and independent consideration. For existing consulting relationships, additional consideration beyond continued engagement may be required.

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

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

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ARTICLE 12: VERMONT-SPECIFIC PROVISIONS

12.1 Vermont Trade Secrets Act (VTUTSA). Trade secret obligations are governed by 9 V.S.A. § 4601 et seq.:

(a) Injunctive relief available under 9 V.S.A. § 4602 for actual or threatened misappropriation;

(b) Damages for actual loss and unjust enrichment recoverable under 9 V.S.A. § 4603;

(c) Willful and malicious misappropriation: exemplary damages up to twice actual damages under 9 V.S.A. § 4603;

(d) Attorney's fees for bad faith claims or willful misappropriation under 9 V.S.A. § 4604;

(e) Statute of limitations: three (3) years from discovery under 9 V.S.A. § 4605;

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

12.2 Vermont Interest Rate Provisions.

(a) The legal rate of interest in Vermont is twelve percent (12%) per annum under 9 V.S.A. § 41a;

(b) Vermont usury law restricts the maximum interest rate that may be charged. Parties should confirm that the contractual late payment rate does not exceed permissible limits;

(c) Judgment interest accrues at the rate established under 12 V.S.A. § 2903;

(d) The late payment rate specified herein is intended to comply with Vermont law.

12.3 Vermont Income Tax. Vermont imposes graduated individual income tax rates ranging from 3.35% to 8.75% (32 V.S.A. § 5822) and a corporate income tax under 32 V.S.A. § 5811 et seq. Each Party is independently responsible for its tax obligations. Consultant shall make appropriate estimated tax payments to the Vermont Department of Taxes.

12.4 Act 250 Environmental Compliance. Vermont's Act 250 (10 V.S.A. § 6001 et seq.) requires a land use permit for certain development, subdivision, and construction activities:

(a) If the Services involve consulting on development, construction, land use, or environmental matters in Vermont, the Parties acknowledge that Act 250 permits may be required;

(b) Consultant shall advise Client of Act 250 requirements as part of the Services where applicable;

(c) Consultant shall not take any action in connection with the Services that would violate Act 250 or any conditions of an existing Act 250 permit;

(d) Act 250 jurisdiction is triggered by, among other things: commercial or industrial development above 2,500 feet elevation; construction of housing involving 10 or more units; commercial, industrial, or state or municipal development on more than one acre in towns without permanent zoning and subdivision bylaws, or more than 10 acres in towns with such bylaws;

(e) If Act 250 compliance is within the scope of the Services, the specific requirements and deliverables shall be set forth in the applicable Statement of Work.

12.5 Vermont Consumer Protection Act. The Parties shall conduct activities in compliance with the Vermont Consumer Protection Act (9 V.S.A. § 2451 et seq.). Vermont's Attorney General has broad enforcement authority under this Act, and unfair or deceptive practices may give rise to substantial penalties.

12.6 Vermont Data Broker Act. Vermont was the first state to enact a Data Broker Act (9 V.S.A. § 2446 et seq., effective January 1, 2019). If Consultant collects, aggregates, or sells personal information of Vermont residents in connection with the Services, Consultant shall:

(a) Determine whether it qualifies as a "data broker" under the Act;
(b) Register annually with the Vermont Secretary of State if required;
(c) Disclose its data collection practices as required by the Act;
(d) Implement and maintain a comprehensive security program;
(e) Permit consumers to opt out of the sale of their personal data if required.

12.7 Vermont Workers' Compensation. Vermont requires workers' compensation coverage for all employers with one (1) or more employees (21 V.S.A. § 601 et seq.). If Consultant has any employees performing Services in Vermont, workers' compensation coverage is mandatory regardless of the size of Consultant's workforce.

12.8 Small State Considerations. The Parties acknowledge that Vermont is a small state with unique business characteristics:

(a) Vermont's legal community is relatively small, and the Parties should be mindful of potential conflicts of interest when selecting legal counsel, arbitrators, or mediators;

(b) Venue selection should consider the geographic accessibility of Vermont courts, as most judicial districts serve rural areas;

(c) Vermont's business community values personal relationships and community engagement, and the Parties are encouraged to resolve disputes through direct communication when practicable;

(d) Vermont's regulatory environment tends to be protective of small businesses and individuals, and the Parties should draft and interpret this Agreement consistent with those values.

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ARTICLE 13: GOVERNING LAW AND JURISDICTION

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

13.2 Jurisdiction and Venue. Actions shall be brought exclusively in the Vermont Superior Court, [________________] Unit, or the United States District Court for the District of Vermont. 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 describing the dispute; representatives with settlement authority meet within ten (10) Business Days. If unresolved within thirty (30) days, proceed to formal resolution.

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 [________________], Vermont, before a single mediator. If unresolved within [____] days, proceed to litigation.

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

☐ Option D: Mediation Then Arbitration. Mediation first; if unresolved, binding 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 attorneys' fees, costs, and expenses.

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ARTICLE 15: ADDITIONAL GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement with all 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 to the minimum extent necessary. Remaining provisions unaffected.

15.5 Assignment. Consultant may not assign without Client's consent. Client may assign to Affiliates or successors. Agreement binds permitted 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, including acts of God, severe Vermont winter weather, government actions, pandemics, or infrastructure failures. Prompt notice required. If event exceeds [____] days, either Party may terminate.

15.8 Counterparts; Electronic Signatures. Counterparts valid. Electronic signatures effective under the Vermont UETA (9 V.S.A. § 270 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 or public statements without consent except as required by law.

15.12 Third-Party Beneficiaries. For the 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. No rights by implication except as expressly provided.

15.15 Export Compliance. Comply with all applicable export control laws.

15.16 Anti-Corruption. No improper payments under 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 VERMONT
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 Vermont
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 [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 AND MILESTONES

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 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 AND COMMUNICATION

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

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11. CHANGE MANAGEMENT

Changes to this SOW require a written Change Order signed by authorized representatives of 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 are anticipated to be incorporated into the Deliverables.

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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 VT 12% statutory rate)
☐ Vermont income tax obligations reviewed (3.35%-8.75% graduated)

Confidentiality (Article 5):
☐ Duration specified
☐ Data breach procedures reviewed (45-day consumer notice; 14 business day AG notice)
☐ Data Broker Act applicability assessed

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 (VT requires for 1+ employees)

Restrictive Covenants (Article 11) — IMPORTANT:
☐ Applicability determined — Vermont DISFAVORS non-competes
☐ Verify current status of H.0205 legislation before including non-compete
☐ Non-compete provisions narrowly tailored
☐ Adequate independent consideration provided
☐ Non-solicitation provisions preferred over non-compete

Vermont-Specific (Article 12):
☐ VTUTSA provisions reviewed
☐ Vermont interest rate provisions reviewed (12% statutory rate)
☐ Act 250 applicability assessed for land use/development Services
☐ Data Broker Act registration assessed
☐ Vermont Consumer Protection Act compliance reviewed
☐ Workers' compensation confirmed (mandatory for 1+ employees)

Dispute Resolution (Article 14):
☐ Option and details specified
☐ Vermont Superior Court unit specified

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

SOW (Exhibit A):
☐ Complete with all required details

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

Final Review:
☐ Vermont-licensed counsel review completed
☐ Both Parties received fully executed copies
☐ Consultant provided IRS Form W-9
☐ Insurance certificates provided
☐ Vermont Secretary of State registration confirmed

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