Consulting Services Agreement

Ready to Edit

CONSULTING SERVICES AGREEMENT

State of Washington

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: [________________________________]
Washington UBI Number: [________________________________]

(hereinafter referred to as "Client")

AND

CONSULTANT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: ☐ Individual ☐ Sole Proprietorship ☐ LLC ☐ Corporation ☐ Partnership ☐ Other: [________________]
State of Organization (if applicable): [________________________________]
Federal Tax ID/EIN or SSN: [________________________________]
Washington UBI Number (if applicable): [________________________________]
Washington Business License No. (if applicable): [________________________________]

(hereinafter referred to as "Consultant")

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

RECITALS

WHEREAS, Client desires to engage Consultant to provide certain consulting and professional services as more particularly described herein and in the Statement of Work attached hereto as Exhibit A; and

WHEREAS, Consultant represents that it possesses the necessary qualifications, skills, experience, expertise, and professional licenses (if required) to perform such consulting services in compliance with all applicable laws, including the laws of the State of Washington, and professional standards; and

WHEREAS, Consultant desires to provide such consulting services to Client upon the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend to establish an independent contractor relationship and not an employment, partnership, joint venture, or agency relationship;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1: DEFINITIONS

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

1.2 "Business Day" means any day other than a Saturday, Sunday, or a day on which banks in the State of Washington are authorized or required to close.

1.3 "Change Order" means a written document signed by authorized representatives of both Parties that modifies the scope, schedule, fees, or other terms of a Statement of Work.

1.4 "Confidential Information" means any and all non-public information, in any form or medium, disclosed by either Party to the other Party, whether orally, in writing, electronically, or by inspection, that relates to the disclosing Party's business, products, services, research, development, trade secrets, know-how, personnel, customers, suppliers, vendors, finances, pricing, business strategies, marketing plans, technical data, inventions, processes, or other proprietary matters. Confidential Information includes, without limitation, information that qualifies as a "trade secret" under the Washington Uniform Trade Secrets Act, RCW § 19.108.010 et seq.

1.5 "Deliverables" means any and all work product, reports, analyses, recommendations, assessments, documents, data, software, code, designs, specifications, presentations, inventions, discoveries, improvements, or other materials created, developed, prepared, or produced by Consultant in connection with the performance of the Services, as specified in the applicable Statement of Work.

1.6 "Effective Date" means the date first written above.

1.7 "Intellectual Property" or "Intellectual Property Rights" means all patents, patent applications, copyrights, copyright registrations, trademarks, trademark registrations, service marks, trade names, trade dress, trade secrets, know-how, inventions, discoveries, improvements, ideas, designs, processes, techniques, methodologies, formulae, algorithms, software, databases, and other intellectual property rights, whether registered or unregistered, and all applications for and rights to apply for any of the foregoing, anywhere in the world.

1.8 "Pre-Existing Materials" means any materials, methodologies, tools, templates, frameworks, software, libraries, know-how, techniques, or other intellectual property owned by Consultant prior to the Effective Date or developed by Consultant outside the scope of this Agreement and independently of the Services.

1.9 "Services" means the consulting and professional services to be provided by Consultant as described in Article 2 hereof and in the Statement of Work attached hereto as Exhibit A, including any subsequent Statements of Work executed by the Parties.

1.10 "Statement of Work" or "SOW" means the document attached hereto as Exhibit A, and any subsequent statements of work executed by the Parties pursuant to this Agreement, which describe the specific Services, Deliverables, timelines, milestones, acceptance criteria, and fees applicable to each engagement.

1.11 "Work Product" means all Deliverables, inventions, discoveries, improvements, ideas, concepts, techniques, methods, processes, designs, works of authorship, documentation, and other work product conceived, created, developed, prepared, or reduced to practice by Consultant, solely or jointly with others, in connection with or arising out of the performance of the Services.

ARTICLE 2: SCOPE OF SERVICES

2.1 Engagement. Client hereby engages Consultant, and Consultant hereby accepts such engagement, to perform the Services described in the Statement of Work attached hereto as Exhibit A and incorporated herein by reference. The Parties may execute additional Statements of Work from time to time, each of which shall be subject to the terms and conditions of this Agreement.

2.2 Standard of Performance. Consultant shall perform the Services:

(a) In a professional, diligent, workmanlike, and timely manner;

(b) Consistent with the highest standards and practices in Consultant's industry or profession;

(d) Using personnel with the appropriate skills, training, qualifications, and experience;

(e) In compliance with all applicable federal, state, and local laws, rules, regulations, ordinances, and professional standards, including the laws of the State of Washington; and

(f) Free from material defects and errors.

2.3 Service Deliverables. Consultant shall provide the Deliverables specified in each Statement of Work in accordance with the delivery schedule, format requirements, and acceptance criteria set forth therein. Unless otherwise specified, all Deliverables shall be provided in electronic format compatible with Client's systems.

2.4 Additional Services. Any services not specifically described in an executed Statement of Work that Client requests and Consultant agrees to perform shall be documented in either:

(a) A written amendment to the existing Statement of Work; or

(b) A new Statement of Work.

No additional services shall be performed, and no fees shall be due therefor, unless documented in writing and signed by authorized representatives of both Parties.

2.5 Consultant Personnel.

(a) Consultant shall assign qualified personnel to perform the Services. Key personnel, if designated in the Statement of Work, shall not be removed or replaced without Client's prior written consent.

(b) Client may request replacement of any Consultant personnel who, in Client's reasonable judgment, do not perform satisfactorily. Consultant shall promptly replace such personnel at no additional cost to Client.

(c) Consultant may, with prior written consent of Client (which shall not be unreasonably withheld), engage subcontractors to perform portions of the Services, provided that:

Consultant shall remain fully responsible for the performance and conduct of such subcontractors;
Subcontractors shall be bound by confidentiality and intellectual property provisions at least as restrictive as those in this Agreement;
Consultant shall ensure subcontractors comply with all terms of this Agreement.

2.6 Client Cooperation and Responsibilities. Client shall:

(a) Provide Consultant with reasonable and timely access to Client's personnel, facilities, systems, information, data, and resources as reasonably necessary for Consultant to perform the Services;

(b) Designate a representative to serve as the primary point of contact for communications with Consultant regarding the Services;

(d) Ensure that all information and materials provided to Consultant are accurate and complete;

(e) Perform Client responsibilities identified in the Statement of Work in a timely manner.

2.7 Change Orders. Either Party may request changes to the scope, schedule, or other aspects of the Services by submitting a written change order request to the other Party. No change to the Services shall be effective unless documented in a written Change Order signed by authorized representatives of both Parties.

2.8 Project Management. Unless otherwise specified in the Statement of Work, Consultant shall:

(a) Provide regular status reports to Client at intervals specified in the Statement of Work;

(b) Promptly notify Client of any issues, delays, or circumstances that may affect the timely or successful completion of the Services;

ARTICLE 3: TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue for an initial term of [________________] (the "Initial Term"), unless earlier terminated in accordance with this Article 3.

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

☐ Automatic Renewal: Following the Initial Term, this Agreement shall automatically renew for successive [________________] periods (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least [____] days prior to the expiration of the then-current term.

3.2 Statement of Work Term. Each Statement of Work shall have its own term as specified therein. Expiration or termination of a Statement of Work shall not affect the validity of this Agreement or any other Statement of Work.

3.3 Termination for Convenience.

(a) Either Party may terminate this Agreement or any Statement of Work for any reason or no reason upon [____] days' prior written notice to the other Party.

(b) Upon termination for convenience by Client, Client shall pay Consultant for:

All Services satisfactorily performed through the effective date of termination;
All non-cancelable expenses properly incurred prior to receipt of termination notice;
Pro-rata portion of any prepaid fixed fees for work completed.

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

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

(b) The other Party commits a material breach that by its nature cannot be cured;

(c) The other Party becomes insolvent, makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, has a receiver or trustee appointed for a substantial portion of its assets, or ceases to conduct business in the normal course;

(d) The other Party engages in fraud, gross negligence, or willful misconduct in connection with this Agreement.

3.5 Termination for Non-Payment. Consultant may terminate this Agreement upon [____] days' written notice if Client fails to pay any undisputed amount when due and such failure continues for [____] days after written notice thereof.

3.6 Effect of Termination. Upon termination or expiration of this Agreement for any reason:

(a) Consultant shall immediately cease performing the Services unless otherwise directed by Client;

(b) Consultant shall deliver to Client within [____] days:

All completed Deliverables and Work Product;
All partially completed Deliverables and Work Product in their then-current state;
All Client materials, data, and Confidential Information in Consultant's possession or control;
A final accounting of all time spent and expenses incurred;

(c) Client shall pay Consultant for all Services satisfactorily performed and expenses properly incurred through the effective date of termination;

(d) Each Party shall return or destroy, at the disclosing Party's election, all Confidential Information of the other Party, except as required to be retained by law or professional standards;

(e) All licenses granted by Consultant to Client for completed and paid-for Deliverables and Work Product shall survive termination;

(f) The provisions of Articles 1 (Definitions), 5 (Confidentiality), 6 (Intellectual Property), 8 (Representations and Warranties), 9 (Indemnification), 10 (Limitation of Liability), and 13 (General Provisions) shall survive termination or expiration of this Agreement.

3.7 Transition Assistance. Upon request by Client and at Client's expense, Consultant shall provide reasonable transition assistance for a period of up to [____] days following termination.

ARTICLE 4: COMPENSATION AND PAYMENT TERMS

4.1 Fee Structure. Client shall pay Consultant the fees set forth in the applicable Statement of Work. Unless otherwise specified, fees shall be calculated as follows (check all that apply):

☐ Fixed Fee: Total fixed fee of $[________________] for the complete scope of Services described in the Statement of Work, payable as follows: [________________________________].

☐ Hourly Rate:

Senior Consultant/Principal: $[________] per hour
Consultant: $[________] per hour
Associate/Analyst: $[________] per hour
Administrative/Support: $[________] per hour
Not-to-Exceed Amount (if applicable): $[________________]

☐ Daily Rate: $[________] per day (minimum [____] hours per day).

☐ Monthly Retainer: $[________] per month for up to [____] hours of Services. Additional hours beyond the retainer shall be billed at $[________] per hour. Unused retainer hours ☐ shall ☐ shall not roll over to subsequent months.

☐ Milestone-Based: Payment upon completion and acceptance of milestones as specified in the Statement of Work.

☐ Value-Based/Success Fee: [________________________________].

☐ Blended Rate: $[________] per hour regardless of the personnel performing the Services.

4.2 Rate Adjustments. Unless otherwise specified:

(a) Fee rates shall remain fixed for the Initial Term of this Agreement.

(b) For Renewal Terms, Consultant may increase fee rates by up to [____]% upon [____] days' written notice prior to the start of the Renewal Term.

4.3 Expenses and Reimbursement.

(a) Pre-Approved Expenses: Client shall reimburse Consultant for all reasonable and pre-approved out-of-pocket expenses incurred in connection with the Services, including travel, lodging, meals, materials, and third-party fees.

(b) Expense Approval Thresholds:

Expenses up to $[________] individually: No pre-approval required
Expenses exceeding $[________] individually: Prior written approval required
Monthly expense cap: $[________]

(c) Expense Documentation: Consultant shall provide itemized receipts and supporting documentation for all expense reimbursement requests exceeding $[____].

4.4 Invoicing.

(a) Consultant shall submit invoices to Client:
☐ Monthly, by the [____] day of the following month
☐ Bi-weekly
☐ Upon completion of each milestone
☐ Upon completion of the Services
☐ Other: [________________________________]

(b) Each invoice shall include: invoice number and date, SOW reference, billing period, description of Services performed, hours worked (if hourly), rates and calculations, milestones completed (if applicable), itemized expenses with receipts, total amount due, and payment instructions.

(c) Invoices shall be submitted to:
Contact: [________________________________]
Email: [________________________________]
Address: [________________________________]

4.5 Payment Terms.

(a) Client shall pay all undisputed amounts within [____] days of receipt of a proper invoice.

(b) Payments shall be made by:
☐ Check payable to [________________________________]
☐ ACH/Electronic Transfer to:
Bank Name: [________________________________]
Routing Number: [________________________________]
Account Number: [________________________________]
☐ Wire Transfer to: [________________________________]
☐ Credit Card (subject to [____]% processing fee)
☐ Other: [________________________________]

4.6 Late Payment Interest. Pursuant to RCW § 19.52.010, any amounts not paid when due shall bear interest at the rate of:

☐ Twelve percent (12%) per annum (Washington statutory maximum rate per RCW § 19.52.020); or

☐ [____]% per annum (not to exceed the maximum rate permitted by Washington law); or

☐ One and one-half percent (1.5%) per month (18% per annum) as permitted for commercial transactions under RCW § 19.52.010

from the due date until paid in full.

WASHINGTON NOTE: Under RCW § 19.52.020, the maximum rate of interest is 12% per annum for consumer loans, except that higher rates may apply to certain commercial transactions. Interest in excess of statutory limits may constitute usury. However, parties to written contracts involving amounts over $100,000 may agree to any rate of interest under RCW § 19.52.080.

4.7 Disputed Invoices.

(a) If Client disputes any portion of an invoice in good faith, Client shall notify Consultant in writing within [____] days of receipt of such invoice, specifying the nature and amount of the dispute, and pay all undisputed amounts in accordance with Section 4.5.

(b) The Parties shall work diligently and in good faith to resolve any disputed amounts within thirty (30) days.

4.8 Taxes.

(a) Consultant shall be solely responsible for all federal, state, and local taxes arising from compensation paid under this Agreement, including income taxes, self-employment taxes, and any other taxes or contributions required by law.

(b) Washington Business and Occupation (B&O) Tax: Consultant acknowledges that the State of Washington does not impose a personal income tax but does impose a Business and Occupation (B&O) tax under RCW § 82.04.010 et seq. on the gross receipts of persons engaged in business activities in Washington. Consultant shall be solely responsible for payment of any B&O tax applicable to Consultant's business activities under this Agreement.

(d) Consultant shall provide Client with a completed IRS Form W-9 upon execution of this Agreement.

(e) Client shall issue IRS Form 1099 to Consultant as required by law.

(f) Unless otherwise specified, all fees are exclusive of applicable sales, use, or value-added taxes. If any such taxes apply to the Services, Client shall pay such taxes or provide a valid exemption certificate.

4.9 Records and Audit.

(a) Consultant shall maintain accurate and complete records of all time spent, expenses incurred, and work performed for a period of [____] years following termination or expiration.

(b) Upon reasonable notice (not less than [____] Business Days), Client may audit Consultant's records related to invoices submitted under this Agreement.

(c) If an audit reveals an overcharge of more than [____]%, Consultant shall reimburse Client for the overcharged amount plus Client's reasonable audit costs.

ARTICLE 5: CONFIDENTIALITY

5.1 Confidentiality Obligations. Each Party (as "Receiving Party") agrees to:

(a) Hold in strict confidence all Confidential Information of the other Party (as "Disclosing Party");

(b) Not disclose, publish, or otherwise disseminate any Confidential Information to any third party without the Disclosing Party's prior written consent;

(c) Not use any Confidential Information for any purpose other than the performance of obligations or exercise of rights under this Agreement;

(d) Not copy or reproduce any Confidential Information except as reasonably necessary for purposes of this Agreement;

(e) Take all reasonable precautions to prevent unauthorized disclosure or use of Confidential Information.

5.2 Protective Measures. The Receiving Party shall protect the Disclosing Party's Confidential Information using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

5.3 Exclusions. The confidentiality obligations shall not apply to information that the Receiving Party can demonstrate:

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

(b) Was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party, as evidenced by written records;

(d) Is independently developed without use of or reference to the Disclosing Party's Confidential Information; or

(e) Is approved for release by prior written authorization of the Disclosing Party.

5.4 Required Disclosure. If the Receiving Party is compelled by law, regulation, legal process, or governmental authority to disclose Confidential Information, the Receiving Party shall provide prompt written notice to the Disclosing Party (to the extent legally permitted), cooperate with efforts to obtain protective treatment, and disclose only that portion legally required.

5.5 Trade Secrets Under Washington Law. The Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined under the Washington Uniform Trade Secrets Act (WUTSA), RCW § 19.108.010 et seq. With respect to such trade secrets:

(a) The confidentiality obligations shall continue for as long as such information remains a trade secret under applicable law;

(b) Each Party shall implement and maintain reasonable measures to preserve trade secret status;

(c) The remedies available under WUTSA, including injunctive relief under RCW § 19.108.020 and damages under RCW § 19.108.030, shall be in addition to any remedies available under this Agreement;

(d) Under RCW § 19.108.040, a court may award reasonable attorneys' fees to a prevailing party if a claim of misappropriation is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith, or willful and malicious misappropriation exists.

5.6 Washington My Health My Data Act Compliance. If any Services involve the collection, sharing, or processing of "consumer health data" as defined under the Washington My Health My Data Act, RCW § 19.373.010 et seq., both Parties shall:

(a) Comply with all applicable requirements of the Act, including requirements for consumer consent, privacy policies, and data security;

(b) Not collect, share, or sell consumer health data except as permitted under the Act;

(d) Provide notice and obtain affirmative consent as required by RCW § 19.373.030.

5.7 Return or Destruction of Confidential Information. Upon termination or expiration of this Agreement, or upon request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such compliance in writing.

5.8 Duration of Confidentiality Obligations. Except for trade secrets (which shall be protected for as long as they remain trade secrets), the confidentiality obligations shall survive termination or expiration of this Agreement for a period of [____] years.

ARTICLE 6: INTELLECTUAL PROPERTY

6.1 Ownership of Work Product. All Work Product created by Consultant in the performance of the Services shall be the sole and exclusive property of Client. Consultant hereby irrevocably assigns and agrees to assign to Client all right, title, and interest in and to all Work Product worldwide, including all Intellectual Property Rights therein.

6.2 Work Made for Hire. To the extent any Work Product constitutes a "work made for hire" as defined under the U.S. Copyright Act, 17 U.S.C. § 101 et seq., such Work Product shall be deemed a work made for hire, with Client as the author and owner. To the extent any Work Product does not qualify as a work made for hire, Consultant hereby irrevocably assigns to Client all copyrights therein.

6.3 Assignment of Inventions. Consultant hereby assigns to Client all inventions, discoveries, improvements, and innovations, whether or not patentable, that are conceived, created, developed, or reduced to practice by Consultant in connection with the Services or using Client's Confidential Information ("Assigned Inventions").

6.4 Washington Employee Invention Statute (RCW § 49.44.140–.150). The Parties acknowledge and agree that:

(a) To the extent Consultant is an individual and the relationship is later determined to constitute employment, the assignment provisions of this Agreement shall not apply to any invention for which no equipment, supplies, facilities, or trade secret information of Client was used and which was developed entirely on Consultant's own time, unless:

(i) The invention relates directly to Client's business, or to Client's actual or demonstrably anticipated research or development; or
(ii) The invention results from any work performed by Consultant for Client;

(b) Pursuant to RCW § 49.44.150, a provision requiring an employee to assign rights to inventions must include a conspicuous notice that the provision does not apply to inventions described in RCW § 49.44.140;

(c) NOTICE TO CONSULTANT: Pursuant to RCW § 49.44.140, the assignment provisions of this Agreement do not apply to an invention for which no equipment, supplies, facility, or trade secret information of Client was used and which was developed entirely on the inventor's own time, unless (a) the invention relates directly to Client's business, or to Client's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the inventor for Client.

6.5 Further Assurances. Consultant agrees to execute any documents and take any actions reasonably requested by Client to evidence, perfect, register, or enforce Client's ownership of Work Product and Assigned Inventions, including granting Client an irrevocable power of attorney for such purposes if Consultant fails or refuses to do so.

6.6 Consultant's Pre-Existing Materials.

(a) Consultant retains all right, title, and interest in Pre-Existing Materials. A list of Pre-Existing Materials is attached as Exhibit B (if applicable).

(b) To the extent any Pre-Existing Materials are incorporated into the Deliverables, Consultant hereby grants to Client a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license, with the right to sublicense, to use, reproduce, modify, create derivative works from, distribute, publicly display, and publicly perform such Pre-Existing Materials solely as part of or in connection with the Deliverables.

6.7 Third-Party Materials. Consultant shall not incorporate any third-party materials into the Deliverables without Client's prior written consent. If approved, Consultant shall obtain all necessary licenses and indemnify Client against related claims.

6.8 Moral Rights. To the extent permitted by applicable law, Consultant hereby irrevocably waives and agrees not to assert any "moral rights" or equivalent rights in the Work Product.

6.9 Client Materials. Client retains all rights in any materials provided by Client to Consultant for use in the Services. Consultant shall use Client Materials only for performing the Services.

6.10 Residual Knowledge. Consultant shall be free to use Residual Knowledge in the conduct of its business, meaning general skills, knowledge, experience, ideas, concepts, know-how, and techniques retained in the unaided memory of Consultant's personnel, provided this Section shall not be construed to permit disclosure of Confidential Information, trade secrets, or infringement of Intellectual Property Rights.

ARTICLE 7: INDEPENDENT CONTRACTOR STATUS

7.1 Independent Contractor Relationship. The relationship between Client and Consultant is that of independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employer-employee relationship between the Parties.

7.2 Control and Discretion. Consultant shall have sole control over the manner, means, and methods of performing the Services, including the time, place, and method of performance, subject only to the deadlines and specifications set forth in the Statement of Work. Client shall have no right to control or direct the details, manner, or means of Consultant's work.

7.3 Washington Independent Contractor Classification — ABC Test. The Parties intend that Consultant shall be classified as an independent contractor under Washington law, including under the Washington Employment Security Act, RCW § 50.04.140. In furtherance of this intent, the Parties acknowledge and agree that:

(a) Prong A — Freedom from Control and Direction: Consultant is free from control and direction in the performance of the Services, both under this Agreement and in fact. Client does not control when, where, or how Consultant performs the Services, except as to the results to be achieved.

(b) Prong B — Outside Usual Course of Business or Place of Business: The Services are either:
☐ Performed outside the usual course of Client's business; or
☐ Performed outside all of Client's places of business.

(c) Prong C — Independently Established Trade or Business: Consultant is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as that involved in the Services, as evidenced by:

Consultant maintains its own business location;
Consultant provides services to multiple clients;
Consultant advertises and holds itself out as providing services to the public;
Consultant has its own business licenses, insurance, and tax registrations;
Consultant has made significant investment in its business.

(d) Additional Washington Factors: The Parties further acknowledge that:

Consultant has the right to work for others during the term of this Agreement;
Consultant can realize profit or loss from the engagement;
Consultant furnishes its own tools and equipment;
Consultant controls its own work schedule;
Client does not provide training to Consultant;
Consultant operates under its own business name and UBI number.

WASHINGTON PRACTICE NOTE: Washington applies the ABC test under RCW § 50.04.140 for unemployment insurance purposes. The Department of Labor and Industries may also apply a separate test for workers' compensation under RCW § 51.08.180 et seq. Failure to meet all three prongs of the ABC test creates a presumption of employment. Misclassification may result in liability for back taxes, penalties, benefits, and workers' compensation premiums.

7.4 No Employee Benefits. Consultant shall not be entitled to any employee benefits from Client, including health insurance, retirement benefits, paid leave, workers' compensation, unemployment insurance, or any other fringe benefits.

7.5 Washington Paid Family and Medical Leave. The Parties acknowledge that under the Washington Paid Family and Medical Leave Act, RCW § 50A.04.010 et seq., independent contractors are not covered. However, if Consultant is reclassified as an employee, Client and Consultant may become subject to the premium obligations of the Act.

7.6 Taxes and Withholding.

(a) Client shall not withhold any federal, state, or local taxes from payments to Consultant.

(b) Consultant shall be solely responsible for the payment of all taxes, including self-employment taxes and Washington B&O tax.

(c) Consultant shall indemnify and hold harmless Client from any liability for taxes, penalties, or interest arising from Consultant's failure to pay taxes or from any determination that Consultant is an employee of Client.

7.7 No Authority to Bind. Consultant shall have no authority to bind Client to any contract, make any representation on behalf of Client, or incur any expense on behalf of Client without prior written consent.

7.8 Consultant's Business Expenses. Consultant shall be responsible for all of its own business expenses, including office space, utilities, supplies, equipment, software, professional dues, continuing education, and business insurance.

ARTICLE 8: REPRESENTATIONS AND WARRANTIES

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

(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;

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

(c) The execution and performance of this Agreement will not violate any applicable law or any agreement to which it is a party;

(d) There is no pending or threatened litigation that would materially affect its ability to perform.

8.2 Consultant's Representations and Warranties. Consultant represents and warrants that:

(a) Consultant possesses the necessary qualifications, skills, and licenses to perform the Services;

(b) The Services will be performed in compliance with all applicable laws, including the laws of Washington;

(d) Consultant holds all licenses and permits required to conduct business and perform Services in the State of Washington;

(e) All personnel are legally authorized to work in the United States;

(f) Any software or code will be free from viruses and malicious code;

(g) For a period of [____] days following acceptance of any Deliverable (the "Warranty Period"), such Deliverable will conform to the specifications in the applicable Statement of Work.

8.3 Client's Representations and Warranties. Client represents and warrants that Client has the authority to provide access to facilities, systems, and information as contemplated, and that Client Materials will not infringe third-party rights.

8.4 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

ARTICLE 9: INDEMNIFICATION

9.1 Indemnification by Consultant. Consultant shall indemnify, defend, and hold harmless Client and its Affiliates, and their respective officers, directors, members, managers, employees, agents, successors, and assigns ("Client Indemnitees") from and against any and all third-party claims, demands, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or relating to:

(a) Any breach of any representation, warranty, or obligation by Consultant under this Agreement;

(b) Any negligent or intentionally wrongful act or omission of Consultant or its personnel;

(d) Any failure by Consultant to comply with applicable laws;

(e) Any claim relating to the classification of Consultant as an independent contractor;

(f) Any personal injury or property damage caused by Consultant;

(g) Any breach of confidentiality.

9.2 Indemnification by Client. Client shall indemnify, defend, and hold harmless Consultant and its Affiliates ("Consultant Indemnitees") from and against any Losses arising out of or relating to:

(a) Any breach of any representation, warranty, or obligation by Client;

(b) Any negligent or intentionally wrongful act or omission of Client;

(d) Client's unauthorized use of Work Product or Deliverables.

9.3 Indemnification Procedures. The Indemnified Party shall provide prompt written notice of any claim, allow the Indemnifying Party to assume sole control of the defense, provide reasonable cooperation, and not settle any claim without the Indemnifying Party's consent.

9.4 IP Infringement Remedies. If any Deliverable becomes subject to an infringement claim, Consultant shall, at its sole expense, procure the right to continue use, replace or modify the infringing Deliverable to make it non-infringing, or, if neither option is commercially reasonable, accept termination and refund fees paid for the infringing Deliverable.

ARTICLE 10: LIMITATION OF LIABILITY

10.1 Limitation on Consequential Damages. EXCEPT FOR BREACHES OF ARTICLES 5 OR 6, CLAIMS UNDER ARTICLE 9, IP INFRINGEMENT, FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

10.2 Cap on Liability. EXCEPT FOR THE CARVE-OUTS LISTED IN SECTION 10.1, THE TOTAL CUMULATIVE LIABILITY OF EACH PARTY SHALL NOT EXCEED:

☐ Option A: The total fees actually paid by Client to Consultant during the twelve (12) months preceding the event giving rise to liability; or

☐ Option B: The total fees paid or payable under the applicable Statement of Work; or

☐ Option C: $[________________]; or

☐ Option D: [____] times the fees paid or payable under the applicable SOW.

10.3 Essential Basis of Bargain. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY REFLECT AN INFORMED, VOLUNTARY, AND FAIR ALLOCATION OF RISK AND ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN.

ARTICLE 11: INSURANCE REQUIREMENTS

11.1 Insurance Coverage. Throughout the term, Consultant shall maintain at its sole expense the following insurance coverages from carriers licensed to do business in Washington with an A.M. Best rating of A- or better:

(a) Commercial General Liability Insurance:

Per Occurrence: Not less than $[________________]
General Aggregate: Not less than $[________________]

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

Per Claim: Not less than $[________________]
Annual Aggregate: Not less than $[________________]

As required by Washington Industrial Insurance Act (RCW § 51.04.010 et seq.) if Consultant has employees. Washington is a monopolistic state fund state; coverage must be obtained through the Washington State Department of Labor and Industries unless Consultant is an approved self-insurer.
Employers' Liability: Not less than $[________________] per accident

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

Combined Single Limit: Not less than $[________________] per accident

(e) Cyber Liability/Technology E&O Insurance (if applicable):

Per Claim: Not less than $[________________]

11.2 Additional Insured. Client shall be named as additional insured on Consultant's CGL and auto policies with respect to liability arising from this Agreement.

11.3 Certificates of Insurance. Upon request, Consultant shall provide certificates of insurance and evidence of waiver of subrogation.

ARTICLE 12: RESTRICTIVE COVENANTS

12.1 Applicability. This Article 12 shall apply only if the following box is checked:

☐ Restrictive Covenants Apply

IMPORTANT WASHINGTON NON-COMPETE ACT NOTICE (RCW § 49.62.010 et seq.):
Under Washington's Noncompetition Covenants Act, the enforceability of non-competition covenants is subject to strict requirements. As of January 1, 2026, a noncompetition covenant against an employee is void and unenforceable unless the employee's annualized earnings exceed $126,858.83 (adjusted annually for inflation). For independent contractors, the threshold is $317,147.09 (adjusted annually for inflation). These thresholds are adjusted annually by the Department of Labor and Industries effective each January 1.

12.2 Non-Competition (Subject to Washington Restrictions).

(a) During the term of this Agreement and for a period not to exceed [________________] following termination, Consultant shall not compete with Client as described below, subject to the following Washington-specific requirements:

(b) Income Threshold Requirement (RCW § 49.62.020 and .030): This non-competition covenant is enforceable only if Consultant's annualized earnings from Client meet or exceed the then-current threshold amount as adjusted by the Washington Department of Labor and Industries. If Consultant's earnings do not meet the applicable threshold, this non-competition provision is void and unenforceable.

(c) 18-Month Presumption (RCW § 49.62.050): Any noncompetition covenant with a duration exceeding eighteen (18) months after termination is presumed unreasonable and unenforceable. A party seeking enforcement of a duration longer than eighteen (18) months must prove by clear and convincing evidence that a longer duration is necessary to protect the party's business or goodwill.

(d) Garden Leave / Layoff Compensation (RCW § 49.62.020(1)(c)): If Consultant is an individual and the relationship is later determined to constitute employment, and if Consultant is terminated as a result of a layoff, enforcement of the noncompetition covenant is conditioned upon Client paying Consultant compensation equivalent to Consultant's base salary at the time of termination for the period of enforcement, minus compensation earned through subsequent employment during the period of enforcement.

(e) Scope of Non-Competition: If this covenant is enforceable, Consultant shall not, within the geographic area of [________________________________], directly or indirectly engage in, own, manage, operate, or provide services to any business that competes with Client in the following areas: [________________________________].

(f) Remedies for Violation (RCW § 49.62.080): If a court or arbitrator determines that a noncompetition covenant is void or unenforceable, the employee or independent contractor shall be entitled to actual damages or a statutory penalty of five thousand dollars ($5,000), plus reasonable attorneys' fees, expenses, and costs.

12.3 Non-Solicitation of Employees. During the term and for a period of [________________] following termination, Consultant shall not, directly or indirectly, solicit, recruit, or hire any employee of Client with whom Consultant had material contact during the Services.

WASHINGTON NOTE: Under RCW § 49.62.010(4), a non-solicitation agreement is not considered a "noncompetition covenant" and is therefore not subject to the income threshold requirements or other restrictions of the Act. However, non-solicitation of employees is limited to eighteen (18) months post-termination under RCW § 49.62.050.

12.4 Non-Solicitation of Clients and Customers. During the term and for a period of [________________] following termination, Consultant shall not solicit any customer or client of Client with whom Consultant had material contact for the purpose of providing competitive services.

12.5 Reasonableness Acknowledgment. Consultant acknowledges that the restrictive covenants are reasonable and necessary to protect Client's legitimate business interests.

ARTICLE 13: GOVERNING LAW, JURISDICTION, AND VENUE

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles.

13.2 Jurisdiction and Venue. Any action arising out of this Agreement shall be brought exclusively in the state courts located in [________________] County, Washington, or the United States District Court for the [________________] District of Washington. Each Party irrevocably submits to the exclusive jurisdiction of such courts.

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

ARTICLE 14: DISPUTE RESOLUTION

14.1 Informal Resolution. The Parties shall first attempt in good faith to resolve any dispute through informal negotiation within thirty (30) days of written notice.

14.2 Formal Dispute Resolution. (Select one)

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

☐ Option B: Mediation Then Litigation. If not resolved informally, the Parties shall attempt mediation in [________________], Washington, before proceeding to litigation.

☐ Option C: Binding Arbitration. Any dispute not resolved informally shall be resolved by binding arbitration administered by [________________________________] in [________________], Washington, in accordance with its Commercial Arbitration Rules.

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

14.3 Injunctive Relief. Either Party may seek injunctive relief from any court of competent jurisdiction to prevent irreparable harm without first engaging in informal negotiation, mediation, or arbitration.

14.4 Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.

ARTICLE 15: DATA PROTECTION AND BREACH NOTIFICATION

15.1 Data Protection. If Consultant receives, accesses, or processes personal information of Washington residents in connection with the Services, Consultant shall implement and maintain reasonable security measures to protect such information from unauthorized access, use, or disclosure.

15.2 Data Breach Notification Under Washington Law. Pursuant to RCW § 19.255.010 et seq.:

(a) Consultant shall notify Client without unreasonable delay and in no event later than thirty (30) calendar days after discovering any breach of security involving personal information of Washington residents;

(b) If the breach affects more than 500 Washington residents, notification to the Washington Attorney General is required;

(d) Consultant shall bear the costs of notification and remediation resulting from a breach caused by Consultant's failure to maintain reasonable security measures.

15.3 Washington My Health My Data Act (RCW § 19.373). If the Services involve consumer health data, the Parties shall comply with the requirements of the Washington My Health My Data Act, including obtaining valid consent before collecting or sharing consumer health data, maintaining required privacy policies, and implementing geofencing protections where applicable.

ARTICLE 16: ADDITIONAL GENERAL PROVISIONS

16.1 Entire Agreement. This Agreement, together with all Exhibits and Statements of Work, constitutes the entire agreement between the Parties and supersedes all prior agreements.

16.2 Amendment. This Agreement may not be amended except by a written instrument signed by both Parties.

16.3 Waiver. No waiver of any provision shall be effective unless in writing. No failure or delay in exercising any right shall operate as a waiver thereof.

16.4 Severability. If any provision is held invalid, it shall be modified to the minimum extent necessary to make it enforceable while preserving the Parties' original intent. The invalidity of any provision shall not affect the remaining provisions.

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

16.6 Notices. All notices shall be in writing and shall be deemed given when delivered personally, one (1) Business Day after deposit with a nationally recognized overnight courier, or three (3) Business Days after deposit in the U.S. mail, certified, return receipt requested.

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

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

16.7 Force Majeure. Neither Party shall be liable for delays caused by Force Majeure Events (circumstances beyond a Party's reasonable control). If a Force Majeure Event continues for more than [____] days, either Party may terminate upon written notice.

16.8 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Pursuant to the Washington Uniform Electronic Transactions Act, RCW § 1.80.010 et seq., and the federal E-SIGN Act, electronic signatures shall have the same legal effect as original ink signatures.

16.9 Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction against the drafter.

16.10 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns.

16.11 Export Compliance. The Parties shall comply with all applicable export control laws and regulations.

16.12 Order of Precedence. In the event of conflict: (a) amendments; (b) this Agreement; (c) Change Orders; (d) Statements of Work; (e) Exhibits and attachments.

ARTICLE 17: SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Consulting Services Agreement as of the Effective Date first written above.

CLIENT:

[________________________________]
(Print Name of Entity)

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

CONSULTANT:

[________________________________]
(Print Name of Entity or Individual)

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

OPTIONAL NOTARIZATION

STATE OF WASHINGTON
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.

WITNESS my hand and official seal.

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

[NOTARY SEAL]

EXHIBIT A: STATEMENT OF WORK

STATEMENT OF WORK NO. [____]

Effective Date: [__/__/____]

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

Client: [________________________________]
Consultant: [________________________________]

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

1. PROJECT OVERVIEW

Project Name: [________________________________]

Project Description:
[________________________________]
[________________________________]

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

2. SCOPE OF SERVICES

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

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

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

3. DELIVERABLES

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

4. PROJECT TIMELINE AND MILESTONES

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

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

5. COMPENSATION

5.1 Fee Structure: (Check applicable option)

☐ Fixed Fee: $[________________]
☐ Time and Materials: Estimated Total: $[________________]; NTE: $[________________]
☐ Milestone-Based: Per milestone schedule above
☐ Monthly Retainer: $[________] for [____] hours

5.2 Expense Budget: $[________________]

5.3 Total SOW Value: $[________________]

6. CLIENT RESPONSIBILITIES

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

7. KEY PERSONNEL

Role	Name	Email	Phone
Client Project Manager	[________________________________]	[________________________________]	[________________________________]
Consultant Project Lead	[________________________________]	[________________________________]	[________________________________]

8. ACCEPTANCE CRITERIA

(a) Client shall have [____] Business Days to review each Deliverable.
(b) If rejected, Consultant shall have [____] Business Days to cure deficiencies.
(c) If Client fails to provide notice within the review period, the Deliverable shall be deemed accepted.

9. SOW SIGNATURES

CLIENT:

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

CONSULTANT:

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

EXHIBIT B: PRE-EXISTING MATERIALS

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

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

EXECUTION CHECKLIST

Agreement Setup:
☐ All bracketed fields completed with appropriate information
☐ Party information (names, addresses, entity types) is accurate and complete
☐ Washington UBI numbers verified
☐ Effective Date inserted

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

Compensation (Article 4):
☐ Fee structure selected and rates/amounts specified
☐ B&O tax obligations understood by Consultant
☐ Late payment interest rate selected (within Washington statutory limits)
☐ Payment terms and method specified

Confidentiality (Article 5):
☐ Duration specified
☐ My Health My Data Act compliance assessed (if applicable)

Intellectual Property (Article 6):
☐ RCW § 49.44.140 invention assignment notice included
☐ Pre-Existing Materials identified

Independent Contractor (Article 7):
☐ All three prongs of the ABC test documented and verified
☐ Washington industrial insurance (workers' comp) status confirmed

Restrictive Covenants (Article 12):
☐ Determined whether Restrictive Covenants apply
☐ If applicable, confirmed Consultant's earnings meet the applicable threshold ($126,858.83 for employees / $317,147.09 for ICs as of 2026)
☐ Duration does not exceed 18 months (or clear and convincing evidence standard met)
☐ Garden leave / layoff compensation provisions addressed

Data Protection (Article 15):
☐ Data breach notification obligations understood
☐ My Health My Data Act applicability assessed

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

Final Review:
☐ Agreement reviewed by Washington-licensed legal counsel
☐ Both Parties have received copies of the fully executed Agreement
☐ Consultant has provided completed IRS Form W-9
☐ Consultant has provided certificates of insurance (if applicable)
☐ Non-compete income threshold verified against current year amounts

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

Ezel AI

Hi! I can rewrite every section of this to your exact case in about 5 minutes. Heads up: I'm $49 for a one-shot, or $249/mo if you want unlimited docs. But that's still less than 10 minutes of what a lawyer charges to even look at this. Want me to do it?

AI Legal Assistant

Ezel AI

Insert Image

Insert Table

Need to customize this document?

About This Template

A contract is a written record of what two or more parties agreed to and what happens if someone does not follow through. Clear language, defined terms, and clean signature blocks keep disputes small and enforceable. The most common mistakes in contracts come from vague promises, missing details about timing or payment, and skipping standard protective clauses like governing law and dispute resolution.

Important Notice

This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.

Last updated: May 2026

Consulting Services Agreement