CONSULTING SERVICES AGREEMENT

State of Wisconsin

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: [________________________________]
Wisconsin Tax ID: [________________________________]

(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: [________________________________]
Wisconsin Tax ID (if applicable): [________________________________]
Wisconsin 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 Wisconsin, 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 Wisconsin 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 Wisconsin Uniform Trade Secrets Act, Wis. Stat. § 134.90.

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, 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.

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;

(c) In accordance with the specifications, requirements, and timelines set forth in the applicable Statement of Work;

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

(e) In compliance with all applicable federal, state, and local laws, including the laws of the State of Wisconsin; 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.

2.4 Additional Services. No additional services shall be performed, and no fees shall be due therefor, unless documented in a written amendment or new Statement of Work signed by both Parties.

2.5 Consultant Personnel.

(a) Consultant shall assign qualified personnel. Key personnel shall not be replaced without Client's prior written consent.

(b) Client may request replacement of unsatisfactory personnel. Consultant shall promptly replace at no additional cost.

(c) Consultant may, with Client's prior written consent, engage subcontractors, provided Consultant remains fully responsible for their performance and ensures they are bound by confidentiality and IP obligations at least as restrictive as those herein.

2.6 Client Cooperation. Client shall provide reasonable access to personnel, facilities, systems, and information, designate a primary contact, provide timely decisions and approvals, and perform Client responsibilities identified in the Statement of Work.

2.7 Change Orders. No change shall be effective unless documented in a written Change Order signed by both Parties.

2.8 Project Management. Consultant shall provide regular status reports, promptly notify Client of issues or delays, and participate in project meetings as reasonably requested.

ARTICLE 3: TERM AND TERMINATION

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

☐ No Automatic Renewal: This Agreement shall expire at the end of the Initial Term unless extended in writing.

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

3.2 Statement of Work Term. Each SOW shall have its own term. Expiration or termination of a SOW shall not affect this Agreement or any other SOW.

3.3 Termination for Convenience. Either Party may terminate upon [____] days' prior written notice. Upon termination by Client, Client shall pay for all Services satisfactorily performed through the effective date and all non-cancelable expenses properly incurred.

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

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

(b) The breach by its nature cannot be cured;

(c) The other Party becomes insolvent or files for bankruptcy;

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

3.5 Termination for Non-Payment. Consultant may terminate upon [____] days' written notice if Client fails to pay undisputed amounts after [____] days' written notice.

3.6 Effect of Termination. Upon termination:

(a) Consultant shall deliver all Deliverables, Work Product, and Client materials within [____] days;

(b) Client shall pay for Services performed through the effective date;

(c) Each Party shall return or destroy the other Party's Confidential Information;

(d) Articles 1, 5, 6, 8, 9, 10, and 13 shall survive.

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

ARTICLE 4: COMPENSATION AND PAYMENT TERMS

4.1 Fee Structure. Client shall pay Consultant the fees set forth in the applicable SOW (check all that apply):

☐ Fixed Fee: Total fixed fee of $[________________] 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. Additional hours at $[________] per hour. Unused hours ☐ shall ☐ shall not roll over.

☐ Milestone-Based: Per milestone schedule in the SOW.

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

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

4.2 Rate Adjustments. Fee rates shall remain fixed during the Initial Term. For Renewal Terms, Consultant may increase rates by up to [____]% upon [____] days' written notice.

4.3 Expenses and Reimbursement.

(a) Client shall reimburse Consultant for all reasonable, pre-approved out-of-pocket expenses with itemized receipts.

(b) Expense Approval Thresholds:
- Expenses up to $[________]: No pre-approval required
- Expenses exceeding $[________]: Prior written approval required
- Monthly cap: $[________]

(c) Expense Documentation: Itemized receipts required for expenses exceeding $[____].

4.4 Invoicing. Consultant shall submit invoices:
☐ Monthly, by the [____] day of the following month
☐ Bi-weekly
☐ Upon milestone completion
☐ Upon completion of Services
☐ Other: [________________________________]

Each invoice shall include: invoice number, SOW reference, billing period, description of Services, hours worked (if hourly), itemized expenses, total amount due, and payment instructions.

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: [________________________________]

(c) All payments shall be in U.S. Dollars.

4.6 Late Payment Interest. Pursuant to Wis. Stat. § 138.04, any amounts not paid when due shall bear interest at the rate of:

☐ Five percent (5%) per annum (Wisconsin statutory default rate under Wis. Stat. § 138.04); or

☐ [____]% per annum (not to exceed the maximum rate permitted by Wisconsin law under Wis. Stat. § 138.05); or

☐ One and one-half percent (1.5%) per month (18% per annum), if permitted under applicable law for commercial transactions

from the due date until paid in full.

WISCONSIN NOTE: Under Wis. Stat. § 138.04, the legal rate of interest in the absence of a contract is 5% per annum. Under Wis. Stat. § 138.05, the maximum rate of interest for most commercial transactions is 12% per annum, though certain exceptions apply. Interest in excess of statutory limits may constitute usury. Parties should confirm the applicable maximum rate for their transaction type.

4.7 Disputed Invoices. If Client disputes any portion of an invoice, Client shall notify Consultant in writing within [____] days, specifying the nature and amount of the dispute, and pay all undisputed amounts per Section 4.5. The Parties shall attempt to resolve 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, including Wisconsin income tax, self-employment taxes, and any other required taxes or contributions.

(b) Client shall not withhold any taxes from payments to Consultant.

(c) Consultant shall provide a completed IRS Form W-9 upon execution.

(d) Client shall issue IRS Form 1099 as required by law.

(e) Unless otherwise specified, all fees are exclusive of applicable Wisconsin sales and use taxes. If applicable, Client shall pay such taxes or provide a valid exemption certificate.

4.9 Records and Audit. Consultant shall maintain accurate records for [____] years following termination. Client may audit upon [____] Business Days' notice. If an audit reveals an overcharge exceeding [____]%, Consultant shall reimburse the overcharged amount plus Client's reasonable audit costs.

ARTICLE 5: CONFIDENTIALITY

5.1 Confidentiality Obligations. Each Party (as "Receiving Party") agrees to hold in strict confidence all Confidential Information of the other Party (as "Disclosing Party"), not disclose it without consent, not use it for purposes other than this Agreement, and take all reasonable precautions against unauthorized disclosure.

5.2 Protective Measures. The Receiving Party shall protect Confidential Information using at least the same degree of care it uses for its own, but in no event less than reasonable care.

5.3 Exclusions. The obligations shall not apply to information that is or becomes publicly available through no fault of the Receiving Party, was rightfully possessed prior to disclosure, is rightfully obtained from a third party, is independently developed, or is approved for release by the Disclosing Party.

5.4 Required Disclosure. If compelled by law, the Receiving Party shall provide prompt notice (to the extent legally permitted), cooperate with efforts to obtain protective treatment, and disclose only what is legally required.

5.5 Trade Secrets Under Wisconsin Law. The Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined under the Wisconsin Uniform Trade Secrets Act (WUTSA), Wis. Stat. § 134.90. With respect to such trade secrets:

(a) Under Wis. Stat. § 134.90(1)(c), a "trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process that derives independent economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons, and is the subject of efforts to maintain its secrecy that are reasonable under the circumstances;

(b) Confidentiality obligations shall continue for as long as such information remains a trade secret;

(c) The remedies available under WUTSA, including injunctive relief under Wis. Stat. § 134.90(2) and damages under Wis. Stat. § 134.90(3), shall be in addition to any remedies under this Agreement;

(d) Under Wis. Stat. § 134.90(4), a court may award reasonable attorneys' fees to a prevailing party if a claim is made in bad faith or if willful and malicious misappropriation exists;

(e) The WUTSA provides that the statute does not supersede contractual remedies for trade secret misappropriation, whether or not based upon misappropriation of a trade secret.

5.6 Return or Destruction. Upon termination or request, the Receiving Party shall promptly return or destroy all Confidential Information and certify compliance in writing.

5.7 Injunctive Relief. The Parties acknowledge that breach may cause irreparable harm. The non-breaching Party shall be entitled to seek injunctive relief without necessity of posting bond, to the extent permitted by law.

5.8 Duration. Except for trade secrets, confidentiality obligations shall survive for [____] years following termination.

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 to Client all right, title, and interest in all Work Product worldwide.

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

6.3 Assignment of Inventions. Consultant assigns to Client all inventions, discoveries, and improvements conceived or developed in connection with the Services or using Client's Confidential Information.

6.4 Further Assurances. Consultant shall execute documents and take actions to evidence and enforce Client's ownership, including granting Client an irrevocable power of attorney for such purposes if Consultant fails to do so.

6.5 Consultant's Pre-Existing Materials.

(a) Consultant retains all rights in Pre-Existing Materials listed in Exhibit B.

(b) To the extent Pre-Existing Materials are incorporated into Deliverables, Consultant grants Client a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license, with the right to sublicense, to use such Pre-Existing Materials solely as part of the Deliverables.

6.6 Third-Party Materials. Consultant shall not incorporate third-party materials without Client's prior written consent and shall obtain all necessary licenses and indemnify Client.

6.7 Moral Rights. To the extent permitted by law, Consultant waives all moral rights in the Work Product.

6.8 Client Materials. Client retains all rights in Client Materials. Consultant shall use them only for performing the Services.

6.9 Residual Knowledge. Consultant may use general skills, knowledge, and experience retained in unaided memory, provided this does not permit disclosure of Confidential Information or infringement of Client's IP.

ARTICLE 7: INDEPENDENT CONTRACTOR STATUS

7.1 Independent Contractor Relationship. The relationship is that of independent contractor. Nothing herein creates a partnership, joint venture, agency, franchise, or employer-employee relationship.

7.2 Control and Discretion. Consultant shall have sole control over the manner, means, and methods of performing the Services. Client shall specify only the desired results.

7.3 Wisconsin Independent Contractor Classification. The Parties intend that Consultant be classified as an independent contractor under Wisconsin law, including for purposes of the Wisconsin Unemployment Insurance Law, Wis. Stat. § 108.02(12)(bm). In furtherance of this intent, the Parties acknowledge and agree that:

(a) Part One — Freedom from Control or Direction: Consultant is free from control or direction over the performance of the Services, both under this Agreement and in fact. Client does not control when, where, or how Consultant performs the Services.

(b) Part Two — Independent Business Indicators: Consultant meets the following conditions indicating an independently established business (at least six of the following, as required under Wis. Stat. § 108.02(12)(bm)):

☐ (i) Consultant holds or has applied for a federal employer identification number or has filed business or self-employment income tax returns with the IRS for the previous year;

☐ (ii) Consultant maintains a separate business with its own office, equipment, materials, and other facilities;

☐ (iii) Consultant operates under contracts to perform specific services for specific amounts and controls the means of performing such services;

☐ (iv) Consultant incurs the main expenses related to the services performed under a contract;

☐ (v) Consultant is responsible for the satisfactory completion of the contracted services and is liable for failure to complete the services;

☐ (vi) Consultant receives compensation for services performed under the contract on a commission or per-job or competitive-bid basis, and not on any other basis;

☐ (vii) Consultant may realize a profit or suffer a loss under the contract;

☐ (viii) Consultant has continuing or recurring business liabilities or obligations;

☐ (ix) The success or failure of Consultant's business depends on the relationship of business receipts to expenditures.

WISCONSIN PRACTICE NOTE: Under Wis. Stat. § 108.02(12)(bm), a person performing services for pay is presumed to be an "employee" unless the employer demonstrates BOTH that the worker is free from control or direction (Part One) AND that the worker satisfies at least six of the nine conditions in Part Two. If BOTH parts are not satisfied, the worker will be classified as an employee for Wisconsin unemployment insurance purposes. Misclassification can result in back taxes, penalties, interest, and potential liability for workers' compensation premiums under Wis. Stat. § 102.01 et seq.

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

7.5 Taxes and Withholding.

(a) Client shall not withhold any taxes from payments to Consultant.

(b) Consultant shall be solely responsible for payment of all applicable taxes, including Wisconsin income taxes and self-employment taxes.

(c) Consultant shall indemnify Client from any liability for taxes, penalties, or interest arising from misclassification or Consultant's failure to pay taxes.

7.6 No Authority to Bind. Consultant has no authority to bind Client to any contract, make representations on Client's behalf, or incur expenses without prior written consent.

7.7 Consultant's Business Expenses. Consultant shall bear all of its own business expenses except those Client has agreed in writing to reimburse.

ARTICLE 8: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations and Warranties. Each Party represents and warrants that it is duly organized and in good standing, has the authority to enter into this Agreement, and performance will not violate any law or other agreement.

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

(a) Consultant possesses the necessary qualifications and licenses;

(b) The Services will comply with all applicable laws, including Wisconsin law;

(c) The Work Product will be original, will not infringe third-party rights, and will be free from liens;

(d) Consultant holds all required licenses and permits for Wisconsin;

(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 [____] days following acceptance (the "Warranty Period"), each Deliverable will conform to specifications and be free from material defects.

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

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

ARTICLE 9: INDEMNIFICATION

9.1 Indemnification by Consultant. Consultant shall indemnify, defend, and hold harmless Client Indemnitees from any third-party Losses arising out of:

(a) Breach of any representation, warranty, or obligation by Consultant;

(b) Negligent or intentionally wrongful acts of Consultant or its personnel;

(c) Claims that Work Product or Services infringe third-party IP rights;

(d) Failure to comply with applicable laws;

(e) Claims relating to independent contractor classification;

(f) Personal injury or property damage caused by Consultant;

(g) Breach of confidentiality.

9.2 Indemnification by Client. Client shall indemnify, defend, and hold harmless Consultant Indemnitees from Losses arising out of:

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

(b) Negligent or intentionally wrongful acts of Client;

(c) Claims that Client Materials infringe third-party rights;

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

9.3 Procedures. The Indemnified Party shall provide prompt notice, allow the Indemnifying Party to assume control of the defense, and cooperate in the defense. No settlement without the Indemnifying Party's consent.

9.4 IP Infringement Remedies. If a Deliverable becomes subject to an infringement claim, Consultant shall procure the right to continue use, replace or modify the Deliverable to make it non-infringing, or accept return 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 INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

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

☐ Option A: Total fees paid during the twelve (12) months preceding the event giving rise to liability; or

☐ Option B: Total fees paid or payable under the applicable SOW; or

☐ Option C: $[________________]; or

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

10.3 Essential Basis of Bargain. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS REFLECT A FAIR ALLOCATION OF RISK AND ARE AN ESSENTIAL PART OF THE BARGAIN.

ARTICLE 11: INSURANCE REQUIREMENTS

11.1 Insurance Coverage. Throughout the term, Consultant shall maintain at its sole expense from carriers licensed in Wisconsin with an A.M. Best rating of A- or better:

(a) Commercial General Liability:
- Per Occurrence: Not less than $[________________]
- General Aggregate: Not less than $[________________]

(b) Professional Liability (E&O):
- Per Claim: Not less than $[________________]
- Annual Aggregate: Not less than $[________________]

(c) Workers' Compensation:
- As required by Wisconsin law (Wis. Stat. § 102.01 et seq.) if Consultant has three or more employees
- Employers' Liability: Not less than $[________________] per accident

WISCONSIN NOTE: Under Wis. Stat. § 102.04, workers' compensation is mandatory for employers with three or more employees (or one or more employees for certain hazardous occupations). Wisconsin permits employers to obtain coverage through private insurance carriers, the State's self-insurance program, or the Wisconsin Compensation Rating Bureau-approved carriers.

(d) Business Automobile Liability (if applicable):
- Combined Single Limit: Not less than $[________________]

(e) Cyber Liability/Technology E&O (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.

11.3 Certificates of Insurance. Upon request, Consultant shall provide certificates, endorsements, 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

CRITICAL WISCONSIN NON-COMPETE NOTICE (Wis. Stat. § 103.465):
Wisconsin courts strictly construe restrictive covenants. Under Wis. Stat. § 103.465, a restrictive covenant must satisfy ALL FIVE of the following requirements:
(1) The covenant must be necessary for the protection of the employer;
(2) The covenant must provide a reasonable time period;
(3) The covenant must cover a reasonable territory;
(4) The covenant must not be unreasonable as to the employee;
(5) The covenant must not be unreasonable as to the general public.

WISCONSIN DOES NOT BLUE-PENCIL. If ANY portion of the restrictive covenant fails to satisfy ALL FIVE factors, the ENTIRE covenant is void and unenforceable. Wisconsin courts will NOT reform, modify, or sever an overbroad restrictive covenant. The covenant must be reasonable as written, or it will be struck down in its entirety.

Practitioners should draft restrictive covenants in Wisconsin with extreme care and precision, ensuring each provision is independently reasonable and defensible.

12.2 Non-Competition (Strictly Construed Under Wisconsin Law).

(a) During the term of this Agreement and for a period of [________________] following termination, 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: [________________________________].

(b) Wisconsin Compliance Requirements: This non-competition covenant:
- Is necessary to protect Client's legitimate business interests, including trade secrets, confidential information, and customer relationships;
- Is limited to a reasonable time period (not to exceed [________________]);
- Is limited to a reasonable geographic territory (specifically: [________________________________]);
- Does not impose undue hardship on Consultant;
- Is not injurious to the public interest;
- Has been drafted to be fully enforceable as written, without the need for judicial modification, reformation, or blue-penciling.

(c) No Blue-Penciling Acknowledgment: The Parties acknowledge that Wisconsin courts will not reform or modify an overbroad restrictive covenant. If any provision of this non-competition covenant is found to be unreasonable as to time, territory, or scope, the ENTIRE non-competition covenant shall be void and unenforceable.

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.

WISCONSIN NOTE: Non-solicitation covenants are also subject to the five-factor reasonableness test under Wis. Stat. § 103.465 and the no-blue-pencil rule. Courts have held that employee non-solicitation covenants need not include a geographic restriction but must otherwise satisfy the remaining factors. See Star Direct, Inc. v. Dal Pra, 2009 WI 76 (clarifying the scope of non-solicitation covenants).

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:

(a) The restrictive covenants are reasonable and necessary;

(b) Consultant has had adequate opportunity to consult with independent legal counsel;

(c) Consultant has received adequate consideration;

(d) Enforcement will not prevent Consultant from earning a livelihood;

(e) The restrictions are not injurious to the public interest.

12.6 Tolling. If Consultant violates any restrictive covenant, the duration shall be extended by the period of violation.

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 Wisconsin, 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, Wisconsin, or the United States District Court for the [________________] District of Wisconsin. 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 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. Disputes may be submitted to the courts specified in Section 13.2.

☐ Option B: Mediation Then Litigation. Mediation in [________________], Wisconsin, before proceeding to litigation.

☐ Option C: Binding Arbitration. Arbitration administered by [________________________________] in [________________], Wisconsin.

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

14.3 Injunctive Relief. Either Party may seek injunctive relief without first engaging in informal resolution, mediation, or arbitration.

14.4 Attorneys' Fees. 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 Wisconsin residents in connection with the Services, Consultant shall implement and maintain reasonable security measures to protect such information.

15.2 Data Breach Notification Under Wisconsin Law. Pursuant to Wis. Stat. § 134.98:

(a) An entity that maintains or licenses personal information in Wisconsin must make reasonable efforts to notify affected individuals of the unauthorized acquisition of their unencrypted and unredacted personal information if there is a material risk of identity theft or fraud;

(b) Notice must be made within a reasonable time, not to exceed forty-five (45) days after discovery of the breach;

(c) If the breach involves personal information maintained by Consultant on behalf of Client, Consultant shall notify Client immediately (and in no event later than [____] days) after discovery;

(d) Consultant shall cooperate with Client in providing all legally required notifications;

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

(f) Failure to comply with Wis. Stat. § 134.98 is not per se negligence or breach of duty, but may be evidence of negligence or breach of legal duty.

ARTICLE 16: ADDITIONAL GENERAL PROVISIONS

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

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

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

16.4 Severability. If any provision is held invalid, it shall be severed and the remaining provisions shall remain in full force and effect. EXCEPTION: Restrictive covenants under Article 12 are subject to Wisconsin's no-blue-pencil rule — if any portion of a restrictive covenant is unreasonable, the entire covenant is void.

16.5 Assignment. Consultant shall not assign without Client's prior written consent. Client may assign to any Affiliate or successor.

16.6 Notices. All notices shall be in writing and deemed given when delivered personally, one (1) Business Day after deposit with overnight courier, or three (3) Business Days after deposit in 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 events beyond reasonable control. If such 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. Pursuant to the Wisconsin Uniform Electronic Transactions Act, Wis. Stat. § 137.11 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 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.

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

ARTICLE 17: SIGNATURES

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

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 WISCONSIN
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 Wisconsin
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

4. PROJECT TIMELINE AND MILESTONES

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

5. COMPENSATION

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

Expense Budget: $[________________]

Total SOW Value: $[________________]

6. CLIENT RESPONSIBILITIES

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

7. KEY PERSONNEL

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

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

EXECUTION CHECKLIST

Agreement Setup:
☐ All bracketed fields completed
☐ Party information accurate and complete
☐ Wisconsin Tax IDs verified
☐ Effective Date inserted

Term and Termination (Article 3):
☐ Initial Term specified
☐ Renewal option selected
☐ Notice and cure periods specified
☐ 6-year statute of limitations noted (Wis. Stat. § 893.43)

Compensation (Article 4):
☐ Fee structure selected
☐ Late payment interest rate selected (5% default or agreed rate not exceeding statutory maximum)
☐ Payment terms and method specified

Confidentiality (Article 5):
☐ Duration specified
☐ WUTSA trade secret protections understood

Intellectual Property (Article 6):
☐ Pre-Existing Materials identified

Independent Contractor (Article 7):
☐ Two-part test documented — Part One (freedom from control) verified
☐ At least SIX of NINE Part Two conditions satisfied and checked
☐ Workers' compensation status confirmed

Restrictive Covenants (Article 12):
☐ Determined applicability
☐ If applicable, ALL FIVE reasonableness factors documented and satisfied
☐ No-blue-pencil warning reviewed — covenant must be reasonable as written
☐ Geographic and temporal restrictions are precise and defensible
☐ Independent legal counsel consulted regarding enforceability

Data Protection (Article 15):
☐ Data breach notification obligations understood (45-day maximum under Wis. Stat. § 134.98)

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

Final Review:
☐ Agreement reviewed by Wisconsin-licensed legal counsel
☐ Both Parties have received fully executed copies
☐ Consultant has provided IRS Form W-9
☐ Certificates of insurance provided (if applicable)

This template is intended for use under the laws of the State of Wisconsin. The statutory citations referenced herein were current as of the last updated date and should be verified before execution. Wisconsin applies strict scrutiny to restrictive covenants and does NOT blue-pencil — practitioners must ensure all non-compete provisions are reasonable as written. This document does not constitute legal advice and should be reviewed by qualified legal counsel before use.