Consulting Services Agreement

CONSULTING SERVICES AGREEMENT

State of Wyoming

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THIS CONSULTING SERVICES AGREEMENT (this "Agreement") is made and entered into as of the [____] day of [________________], 20[____] (the "Effective Date"), by and between:

CLIENT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: ☐ Individual ☐ Sole Proprietorship ☐ LLC ☐ Corporation ☐ Partnership ☐ Other: [________________]
State of Organization: [________________________________]
Federal Tax ID/EIN: [________________________________]

(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: [________________________________]
Wyoming 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."

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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 Wyoming, 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:

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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 Wyoming 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 Wyoming Uniform Trade Secrets Act, Wyo. Stat. § 40-24-101 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, 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.

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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.

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 Wyoming; 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 authorized representatives of both Parties.

2.5 Consultant Personnel.

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

(b) Consultant may, with Client's prior written consent, engage subcontractors to perform portions of the Services, 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 and timely access to personnel, facilities, systems, and information as necessary for Consultant to perform the Services, designate a primary point of contact, and perform Client responsibilities identified in the Statement of Work in a timely manner.

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

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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.

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

☐ 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 the expiration of the then-current term.

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

3.3 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 other Party commits a material breach that by its nature cannot be cured;

(c) The other Party becomes insolvent, files or has filed against it a petition in bankruptcy, or ceases to conduct business in the normal course;

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

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

3.5 Effect of Termination. Upon termination:

(a) Consultant shall deliver all completed and partially completed Deliverables, Work Product, and Client Confidential Information within [____] days;

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

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

WYOMING NOTE — 10-Year Statute of Limitations: Under Wyo. Stat. § 1-3-105(a)(i), an action upon a contract in writing shall be commenced within ten (10) years. This is among the longest statutes of limitations for written contracts in the nation. Both Parties should be aware that contractual obligations may be enforceable for up to ten years after the cause of action accrues.

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

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ARTICLE 4: COMPENSATION AND PAYMENT TERMS

4.1 Fee Structure. Client shall pay Consultant the fees set forth in the applicable Statement of Work (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
• 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 Statement of Work.

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

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 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: $[________]

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.

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
☐ Wire Transfer
☐ Other: [________________________________]

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

4.6 Late Payment Interest. Pursuant to Wyo. Stat. § 40-14-106(e), any amounts not paid when due shall bear interest at the rate of:

☐ Seven percent (7%) per annum (Wyoming statutory default rate under Wyo. Stat. § 40-14-106(e)); or

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

from the due date until paid in full. Post-judgment interest on any judgment entered to collect amounts due shall accrue under Wyo. Stat. § 1-16-102 (10% per annum unless the contract specifies a different rate).

WYOMING NOTE: Under Wyo. Stat. § 40-14-106(e), in the absence of an agreed rate, the legal rate of interest on money due is seven percent (7%) per annum. Post-judgment interest is separately governed by Wyo. Stat. § 1-16-102 (10% per annum unless the contract specifies otherwise). Wyoming law permits parties to agree to alternative interest rates by written contract, but usury limitations may apply. Wyoming does not impose a state income tax or franchise tax.

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 in accordance with Section 4.5.

4.8 Taxes.

(a) Consultant shall be solely responsible for all federal and applicable state taxes arising from compensation received under this Agreement, including self-employment taxes.

(b) No State Income Tax: Wyoming does not impose a state personal or corporate income tax. However, Consultant shall comply with all applicable federal tax obligations and any local tax requirements.

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

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

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

(f) Unless otherwise specified, all fees are exclusive of applicable sales or use taxes.

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.

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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 to third parties 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 confidential information, and 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 Disclosing Party, cooperate with efforts to obtain protective treatment, and disclose only what is legally required.

5.5 Trade Secrets Under Wyoming Law. The Parties acknowledge that certain Confidential Information may constitute "trade secrets" as defined under the Wyoming Uniform Trade Secrets Act (WUTSA), Wyo. Stat. § 40-24-101 et seq. With respect to such trade secrets:

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

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

(c) The remedies available under WUTSA, including injunctive relief under Wyo. Stat. § 40-24-103 and damages under Wyo. Stat. § 40-24-104, shall be in addition to any remedies under this Agreement;

(d) Under Wyo. Stat. § 40-24-105, a court may award reasonable attorneys' fees to a prevailing party if a trade secret claim is made in bad faith or if willful and malicious misappropriation exists;

(e) Criminal Trade Secret Theft: Under Wyo. Stat. § 6-3-501(a)(xi), the criminal misappropriation of trade secrets is a felony offense in Wyoming.

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 posting bond, to the extent permitted by law.

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

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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, including all Intellectual Property Rights therein.

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

6.3 Assignment of Inventions. Consultant hereby assigns to Client all inventions, discoveries, improvements, and innovations 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, perfect, 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.

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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 Wyoming Independent Contractor Classification. The Parties intend that Consultant be classified as an independent contractor under Wyoming law, including for purposes of the Wyoming Employment Security Law, Wyo. Stat. § 27-3-104 et seq. In furtherance of this intent:

(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;

(b) Outside Usual Course 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) Independently Established Business: Consultant is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as the Services, as evidenced by:

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

(d) Additional Factors:

• Consultant has the right to work for others;
• Consultant can realize profit or loss;
• Consultant furnishes its own tools and equipment;
• Consultant controls its own schedule;
• Client does not provide training to Consultant;
• Consultant operates under its own business name.

WYOMING PRACTICE NOTE: Wyoming is generally considered one of the most business-friendly states in the nation. Wyoming does not impose a state personal income tax, corporate income tax, or franchise tax. Independent contractor classification in Wyoming is determined under the common law and statutory tests, including the multi-factor analysis under the Wyoming Employment Security Law, Wyo. Stat. § 27-3-104.

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 Taxes and Withholding.

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

(b) Consultant shall be solely responsible for all applicable taxes, including federal 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 on Client's behalf 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.

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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 to perform the Services;

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

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

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

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

(f) For a period of [____] days following acceptance (the "Warranty Period"), each Deliverable will conform to its 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.

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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.

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, or accept return and refund fees.

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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.

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ARTICLE 11: INSURANCE REQUIREMENTS

11.1 Insurance Coverage. Throughout the term, Consultant shall maintain at its sole expense:

(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 Wyoming law (Wyo. Stat. § 27-14-101 et seq.) if Consultant has employees
• WYOMING NOTE: Wyoming operates a monopolistic state-funded workers' compensation system. Employers must obtain coverage through the Wyoming Workers' Safety and Compensation Division. Private carriers may not provide statutory workers' compensation coverage in Wyoming.
• Employers' Liability: Not less than $[________________] per accident

(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 policy.

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

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ARTICLE 12: RESTRICTIVE COVENANTS

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

☐ Restrictive Covenants Apply

CRITICAL WYOMING NON-COMPETE NOTICE — SF 107 (2025):
Effective July 1, 2025, Wyoming Senate File 107 makes void any covenant not to compete that restricts the right of any person to receive compensation for performance of labor. This law applies to contracts entered into on or after July 1, 2025, and broadly covers employees, independent contractors, and any other persons.

Exceptions: The law does NOT prohibit:
(a) Covenants not to compete in a contract for the purchase or sale of a business or the assets of a business;
(b) Covenants not to compete to the extent the covenant provides for the protection of trade secrets as defined by Wyo. Stat. § 6-3-501(a)(xi);
(c) Covenants not to compete with executive and management personnel, officers, and employees who constitute professional staff to executive and management personnel;
(d) Provisions for the recovery of education and training expenses.

Non-solicitation agreements are NOT addressed by the Act and are not considered covenants not to compete for purposes of the prohibition.

12.2 Non-Competition (Highly Restricted Under Wyoming Law).

(a) General Prohibition: As of July 1, 2025, non-competition covenants restricting a person's right to receive compensation for the performance of labor are generally void under Wyoming law. This restriction applies to both employees and independent contractors.

(b) Permitted Non-Competition (Select if applicable):
☐ Executive/Management Exception: Consultant is executive or management personnel, an officer, or professional staff to executive or management personnel. In such case, the following non-competition restriction shall apply: During the term and for [________________] following termination, within the geographic area of [________________________________], Consultant shall not compete with Client in: [________________________________].
☐ Trade Secret Protection Exception: To the extent the following restrictions protect trade secrets as defined by Wyo. Stat. § 6-3-501(a)(xi), Consultant agrees not to use or disclose Client's trade secrets for the purpose of competing with Client for a period of [________________] following termination.
☐ Sale of Business Exception: This Agreement is entered into in connection with the purchase or sale of a business or the assets of a business, and the following non-competition restrictions apply: [________________________________].

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.

WYOMING NOTE: Non-solicitation agreements are not addressed by SF 107 and are not considered covenants not to compete. Non-solicitation provisions may be enforceable under Wyoming common law if reasonable in scope, duration, and geographic area.

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.

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

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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 Wyoming, 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, Wyoming, or the United States District Court for the District of Wyoming. 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.

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ARTICLE 14: DISPUTE RESOLUTION

14.1 Informal Resolution. The Parties shall first attempt in good faith to resolve disputes 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 [________________], Wyoming, before proceeding to litigation.

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

☐ 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.

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ARTICLE 15: DATA PROTECTION AND BREACH NOTIFICATION

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

15.2 Data Breach Notification Under Wyoming Law. Pursuant to Wyo. Stat. § 40-12-501 et seq.:

(a) "Breach of the security of the data system" means unauthorized acquisition of computerized data that materially compromises the security, confidentiality, or integrity of personal identifying information and causes or is reasonably believed to cause loss or injury to a Wyoming resident;

(b) If a breach occurs and an investigation determines that misuse of personal information has occurred or is reasonably likely to occur, Consultant shall give notice as soon as possible to affected Wyoming residents. Notice shall be made in the most expedient time possible and without unreasonable delay, consistent with the legitimate needs of law enforcement;

(c) Consultant shall notify Client promptly (and in no event later than [____] days) after discovering any breach affecting personal information obtained in connection with the Services;

(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 measures.

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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 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 thereof.

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

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 Wyoming Uniform Electronic Transactions Act, Wyo. Stat. § 40-21-101 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. "Including" means "including without limitation."

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

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ARTICLE 17: SIGNATURES

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

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CLIENT:

[________________________________]
(Print Name of Entity)

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

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CONSULTANT:

[________________________________]
(Print Name of Entity or Individual)

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

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OPTIONAL NOTARIZATION

STATE OF WYOMING
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 Wyoming
My Commission Expires: [__/__/____]

[NOTARY SEAL]

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EXHIBIT A: STATEMENT OF WORK

STATEMENT OF WORK NO. [____]

Effective Date: [__/__/____]

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

Client: [________________________________]
Consultant: [________________________________]

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

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1. PROJECT OVERVIEW

Project Name: [________________________________]

Project Description:
[________________________________]
[________________________________]

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

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2. SCOPE OF SERVICES

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

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

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

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3. DELIVERABLES

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

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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

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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: $[________________]

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6. CLIENT RESPONSIBILITIES

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

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7. KEY PERSONNEL

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

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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.

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9. SOW SIGNATURES

CLIENT:

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

CONSULTANT:

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

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EXHIBIT B: PRE-EXISTING MATERIALS

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

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

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EXECUTION CHECKLIST

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

Term and Termination (Article 3):
☐ Initial Term specified
☐ Renewal option selected
☐ Notice and cure periods specified
☐ 10-year statute of limitations on written contracts noted (Wyo. Stat. § 1-3-105)

Compensation (Article 4):
☐ Fee structure selected
☐ Late payment interest rate selected (7% statutory default or agreed rate)
☐ No state income tax — confirmed Consultant understands federal tax obligations
☐ Payment terms and method specified

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

Intellectual Property (Article 6):
☐ Pre-Existing Materials identified
☐ IP assignment provisions reviewed

Independent Contractor (Article 7):
☐ Classification factors documented
☐ Workers' compensation through Wyoming state fund confirmed (if Consultant has employees)

Restrictive Covenants (Article 12):
☐ Determined applicability
☐ If applicable, verified compliance with SF 107 (2025) non-compete restrictions
☐ Exception category identified (executive/management, trade secrets, or sale of business)
☐ Non-solicitation provisions reviewed (not affected by SF 107)

Data Protection (Article 15):
☐ Breach notification obligations understood under Wyo. Stat. § 40-12-501

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

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

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This template is intended for use under the laws of the State of Wyoming. The statutory citations referenced herein were current as of the last updated date and should be verified before execution. Wyoming's non-compete ban (SF 107, effective July 1, 2025) significantly restricts non-competition covenants — users should carefully review the exceptions to determine enforceability. This document does not constitute legal advice and should be reviewed by qualified legal counsel before use.