Professional Services Agreement — Alabama

PROFESSIONAL SERVICES AGREEMENT

STATE OF ALABAMA

TABLE OF CONTENTS

1. Parties and Recitals
2. Definitions (Alabama-Specific)
3. Scope of Services and Performance Standards
4. Compensation, Payment, and Alabama Interest Rules
5. Intellectual Property and Work Product
6. Confidentiality and Alabama Trade Secrets Act
7. Restrictive Covenants Under Alabama Code § 8-1-190 et seq.
8. Representations and Warranties
9. Indemnification
10. Limitation of Liability
11. Term, Termination, and Default
12. Data Security and Alabama Breach Notification
13. Insurance and Alabama-Specific Requirements
14. Dispute Resolution — Alabama Forums
15. General Provisions
16. Execution

1. PARTIES AND RECITALS

This Professional Services Agreement (the "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

PROVIDER:
[________________________________] ("Provider")
A [________________________________] organized under the laws of [________________________________]
Principal place of business: [________________________________]
Alabama business registration / qualifying foreign entity status: [________________________________]

CLIENT:
[________________________________] ("Client")
A [________________________________] organized under the laws of [________________________________]
Principal place of business: [________________________________]

(each a "Party" and collectively the "Parties")

Recitals

A. Provider is engaged in the business of providing professional services in the field of [________________________________] and possesses the qualifications, experience, and licensure (if applicable) to perform such services in Alabama.

B. Client desires to engage Provider to perform the professional services described in the Statements of Work attached hereto, and Provider is willing to perform such services, subject to the terms of this Agreement.

C. The Parties intend this Agreement to be governed by and construed in accordance with the laws of the State of Alabama, and the Parties have specifically negotiated the restrictive covenant, confidentiality, and trade secret provisions to comply with Alabama statutory requirements.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

2. DEFINITIONS (ALABAMA-SPECIFIC)

"Applicable Law" means all federal, state, and local laws, statutes, ordinances, regulations, and orders applicable to a Party's performance, including specifically the Alabama Code and all regulations promulgated thereunder.

"Confidential Information" has the meaning set forth in Section 6.1, and includes Trade Secrets as defined under the Alabama Trade Secrets Act.

"Deliverables" means all reports, analyses, work product, documentation, software, designs, and other materials that Provider is required to deliver to Client under a SOW.

"Protectable Interest" has the meaning set forth in Ala. Code § 8-1-191(a) and includes: (i) trade secrets; (ii) confidential information that does not rise to the level of a trade secret; (iii) relationships with specific existing customers, clients, vendors, or patients; (iv) customer, client, vendor, or patient goodwill associated with an ongoing business, a specific geographic location, or a specific marketing or trade area; and (v) extraordinary or specialized training.

"Services" means the professional services described in each Statement of Work, including delivery of any Deliverables.

"SOW" or "Statement of Work" means a written statement of work executed under this Agreement in substantially the form attached as Exhibit A.

"Trade Secret" means information that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. This definition conforms to the Alabama Trade Secrets Act, Ala. Code § 8-27-2(1), and the federal Defend Trade Secrets Act, 18 U.S.C. § 1836.

3. SCOPE OF SERVICES AND PERFORMANCE STANDARDS

3.1 Scope

Provider shall perform the Services described in each SOW in accordance with the timelines, milestones, specifications, and acceptance criteria set forth therein. No Services shall be performed except pursuant to an executed SOW.

3.2 Professional Standard of Care

Provider shall perform the Services:

(a) In a diligent, professional, and workmanlike manner consistent with the standard of care customarily exercised by qualified professionals in Provider's field practicing in the State of Alabama;

(b) Using personnel with appropriate skill, experience, and (where required) Alabama professional licensure;

(c) In compliance with all Applicable Law, including Alabama licensing and regulatory requirements applicable to Provider's profession;

(d) In accordance with the ethical standards of Provider's profession, including any rules of conduct promulgated by the relevant Alabama licensing board.

Alabama Professional Licensing Note: If Provider's services require licensure in Alabama (e.g., engineering under the Alabama Board of Licensure for Professional Engineers and Professional Land Surveyors; architecture under the Alabama Board of Architects; accounting under the Alabama State Board of Public Accountancy; general contracting under the Alabama Licensing Board for General Contractors), Provider represents that it holds a current, valid license and will maintain such license throughout the term of this Agreement. Under Ala. Code § 34-8-1 et seq., unlicensed contractors cannot enforce construction-related contracts in Alabama courts.

3.3 Changes to Scope

Either Party may propose changes to the scope, schedule, or fees for any SOW. No change shall be effective unless memorialized in a written change order executed by authorized representatives of both Parties.

3.4 Client Responsibilities

Client shall provide timely access to personnel, information, facilities, and systems reasonably necessary for Provider to perform the Services. Provider's ability to meet deadlines is contingent on Client's timely cooperation.

4. COMPENSATION, PAYMENT, AND ALABAMA INTEREST RULES

4.1 Fees

Client shall pay Provider the fees set forth in each SOW. Unless otherwise specified in the SOW, fees are due within [____] days of Provider's invoice.

4.2 Expenses

Client shall reimburse Provider for pre-approved, reasonable, and documented out-of-pocket expenses incurred in performing the Services, in accordance with any expense limits set forth in the SOW.

4.3 Late Payment — Alabama Statutory Interest

Past due amounts shall accrue interest at the rate of [____]% per annum, not to exceed the maximum rate permitted by Alabama law. For reference:

• Alabama legal rate of interest: 6% per annum (Ala. Code § 8-8-1)
• Alabama contractual rate: Alabama does not have a general usury statute for commercial transactions; however, specific industries may be subject to rate limitations. For consumer transactions, the maximum rate varies by type. Parties to a commercial contract may agree to a rate above 6% if specified in writing.
• Default rate if no rate specified: Alabama courts apply the 6% legal rate under § 8-8-1 where the parties have not agreed to a different rate.

4.4 Taxes

All fees are exclusive of applicable sales, use, and similar taxes. Client shall be responsible for all such taxes except taxes imposed on Provider's net income. Alabama's state sales tax rate is 4%, with additional county and municipal taxes varying by locality.

4.5 Right of Set-Off

Neither Party may set off amounts owed under this Agreement against amounts owed under any other agreement without the prior written consent of the other Party, except for undisputed amounts owed under this same Agreement.

5. INTELLECTUAL PROPERTY AND WORK PRODUCT

5.1 Pre-Existing IP

Each Party retains all right, title, and interest in its pre-existing intellectual property. Neither Party grants the other any rights in its pre-existing IP except as expressly set forth herein.

5.2 Ownership of Deliverables

Upon Client's full payment of all fees due under the applicable SOW:

☐ Option A — Assignment to Client: Provider hereby assigns to Client all right, title, and interest in the Deliverables, including all intellectual property rights therein. To the extent any Deliverable constitutes a "work made for hire" under the U.S. Copyright Act (17 U.S.C. § 101), it shall be deemed a work made for hire for Client. To the extent any Deliverable is not a work made for hire, Provider irrevocably assigns all rights to Client.

☐ Option B — Licensed to Client: Provider retains ownership of the Deliverables and grants Client a non-exclusive, perpetual, irrevocable, worldwide license to use, reproduce, modify, and display the Deliverables for Client's internal business purposes.

5.3 Provider Tools and Methodologies

Provider retains all rights in its pre-existing tools, methodologies, frameworks, and know-how that are used in performing the Services but are not created specifically for Client ("Provider Tools"). To the extent Provider Tools are incorporated into any Deliverable, Provider grants Client a non-exclusive, perpetual, royalty-free license to use such Provider Tools solely as embedded in the Deliverable.

5.4 Third-Party Materials

If any Deliverable incorporates third-party materials, Provider shall identify such materials in the SOW and ensure that Client receives the necessary licenses.

6. CONFIDENTIALITY AND ALABAMA TRADE SECRETS ACT

6.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either Party (the "Discloser") to the other Party (the "Recipient") in connection with this Agreement that is: (i) designated as confidential in writing; or (ii) given the nature of the information or circumstances of disclosure, reasonably understood to be confidential. Confidential Information includes, without limitation, Trade Secrets, business plans, customer lists, pricing information, financial data, and technical specifications.

6.2 Protection Obligations

The Recipient shall:

(a) Use Confidential Information solely for the purposes of performing or receiving the Services under this Agreement;

(b) Not disclose Confidential Information to any third party except employees, contractors, and agents of the Recipient who have a need to know and are bound by confidentiality obligations at least as protective as those herein;

(c) Protect Confidential Information using at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

6.3 Enhanced Protection for Trade Secrets Under Alabama Law

The Parties acknowledge that certain Confidential Information may constitute Trade Secrets protected by the Alabama Trade Secrets Act, Ala. Code § 8-27-1 et seq., and the federal Defend Trade Secrets Act (DTSA), 18 U.S.C. § 1836 et seq.

Alabama Trade Secrets Act — Key Provisions:

• Misappropriation remedies (§ 8-27-3): Injunctive relief, including affirmative acts to protect the trade secret
• Damages (§ 8-27-4): Actual loss, unjust enrichment, or a reasonable royalty; exemplary damages up to twice the award for willful and malicious misappropriation; plus reasonable attorney fees
• Statute of limitations (§ 8-27-5): Two (2) years from the date the misappropriation is discovered or should have been discovered
• Preservation of secrecy (§ 8-27-6): Alabama courts shall take reasonable means to preserve the secrecy of trade secrets during litigation

Federal DTSA Notice (18 U.S.C. § 1833(b)): An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

6.4 Exceptions

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no breach by the Recipient; (ii) was known to the Recipient before disclosure without confidentiality restriction; (iii) is independently developed by the Recipient without use of the Discloser's Confidential Information; or (iv) is rightfully received from a third party without confidentiality obligation.

6.5 Compelled Disclosure

The Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided the Recipient: (i) gives the Discloser prompt written notice (to the extent legally permitted); and (ii) cooperates with the Discloser's efforts to obtain protective treatment.

6.6 Return or Destruction

Upon termination of this Agreement or upon request, the Recipient shall promptly return or destroy all Confidential Information and certify compliance in writing. This obligation does not apply to copies retained in automated backup systems or as required by law, provided such retained copies remain subject to the confidentiality obligations herein.

7. RESTRICTIVE COVENANTS UNDER ALABAMA CODE § 8-1-190 et seq.

Critical Alabama Law Note: Alabama's Restrictive Covenants Act, Ala. Code §§ 8-1-190 through 8-1-197, effective January 1, 2016, is one of the few state statutes that comprehensively codifies the law governing non-compete, non-solicitation, and non-recruitment agreements. The 2015 reform replaced Alabama's prior bare-bones statute with a detailed framework that defines protectable interests, establishes presumptive reasonableness standards, and mandates judicial reformation of overbroad covenants.

7.1 Non-Solicitation of Clients

During the term of this Agreement and for a period of [____] months thereafter (the "Restricted Period"), Provider shall not, directly or indirectly, solicit, contact, or provide services to any client, customer, or account of Client with whom Provider had material contact during the course of performing the Services, for the purpose of providing services competitive with those provided under this Agreement.

7.2 Non-Solicitation of Personnel

During the term and for a period of [____] months thereafter, neither Party shall directly or indirectly solicit for employment, hire, or engage any employee of the other Party who was materially involved in performing or receiving the Services, without the other Party's prior written consent. This restriction does not apply to general advertisements or job postings not specifically targeted at such individuals.

7.3 Non-Competition (If Applicable)

☐ Non-Competition Elected: During the Restricted Period, Provider shall not, within the geographic area of [________________________________], engage in or provide services that are directly competitive with the Services provided under this Agreement.

☐ Non-Competition Not Elected: The Parties do not include a non-competition covenant in this Agreement.

7.4 Alabama Restrictive Covenants Act — Compliance Framework

The Parties have negotiated the covenants in Sections 7.1 through 7.3 to comply with Alabama Code § 8-1-190 et seq. The following statutory provisions are incorporated by reference:

(a) General Rule — Restraints Are Void Unless Excepted (§ 8-1-190(a)):
Every contract by which anyone is restrained from exercising a lawful profession, trade, or business of any kind is void, except as provided in § 8-1-190(b).

(b) Statutory Exceptions (§ 8-1-190(b)):
Restrictive covenants are enforceable when ancillary to a valid relationship (including employer-employee, independent contractor, commercial, or partnership/LLC relationships) and are designed to protect a "protectable interest" as defined in § 8-1-191(a).

(c) Protectable Interests (§ 8-1-191(a)):

• Trade secrets and other confidential information
• Relationships with specific existing customers, clients, vendors, or patients
• Goodwill associated with the business, geographic location, or trade area
• Extraordinary or specialized training that is substantial, set forth in writing, and directed to the specific employee/contractor

(d) Presumptive Reasonableness — Duration (§ 8-1-190(b)):
Alabama law creates a presumption that a restrictive covenant of two (2) years or less in duration is reasonable. A covenant exceeding two years is not automatically void but bears a heavier burden of justification. The Restricted Period in this Agreement has been set within the presumptively reasonable two-year period.

(e) Geographic Scope:
Alabama does not prescribe a specific presumptive geographic area but requires that the geographic restriction bear a reasonable relationship to the area of the employer's competitive activity or the area where the restricted party had material contact with customers.

(f) Mandatory Judicial Reformation (§ 8-1-196):
If a court determines that a restrictive covenant is overbroad in time, geographic scope, or activity, the court must reform (not void) the covenant to render it reasonable and enforceable. This "blue pencil plus reformation" approach is codified by statute — Alabama courts may not simply strike an overbroad covenant; they must narrow it.

(g) Choice of Law (§ 8-1-197):
Alabama law applies to any agreement restricting competition that is entered into in Alabama or involves services performed primarily in Alabama, regardless of any choice-of-law provision to the contrary, unless the individual is not an Alabama resident and the agreement is governed by the law of the state where the individual resides.

7.5 Remedies for Breach of Restrictive Covenants

In the event of a breach or threatened breach of Sections 7.1 through 7.3:

(a) The non-breaching Party shall be entitled to seek injunctive relief without the necessity of posting a bond, in addition to all other remedies available at law or in equity;

(b) The restrictive period shall be tolled during any period of violation;

(c) The breaching Party shall reimburse the non-breaching Party's reasonable attorney fees and costs incurred in enforcing the covenants.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations

Each Party represents and warrants that:

(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and (if a foreign entity) is qualified to do business in Alabama to the extent required;

(b) It has full power and authority to enter into and perform this Agreement;

(c) Execution of this Agreement does not violate any other agreement to which it is a party, including any existing restrictive covenant.

8.2 Provider Warranties

Provider further warrants that:

(a) The Services will conform in all material respects to the specifications in the applicable SOW for a period of [____] days following delivery ("Warranty Period");

(b) Provider will not knowingly infringe any third-party intellectual property rights in performing the Services;

(c) Provider holds all licenses, permits, and registrations required under Alabama law to perform the Services, and will maintain them throughout the term;

(d) Provider's personnel assigned to perform the Services are not subject to any restrictive covenants that would prohibit or impair their performance.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Mutual Indemnification

Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, and agents (the "Indemnified Parties") from and against all third-party claims, damages, losses, costs, and expenses (including reasonable attorney fees) arising from:

(a) The Indemnifying Party's gross negligence or willful misconduct;

(b) The Indemnifying Party's violation of Applicable Law;

(c) The Indemnifying Party's breach of confidentiality obligations or misappropriation of Trade Secrets;

(d) An allegation that materials provided by the Indemnifying Party infringe a third party's intellectual property rights.

9.2 Indemnification Procedure

The Indemnified Party shall: (i) promptly notify the Indemnifying Party of any claim; (ii) permit the Indemnifying Party to control the defense and settlement (provided no settlement imposes obligations on the Indemnified Party without consent); and (iii) cooperate reasonably at the Indemnifying Party's expense.

10. LIMITATION OF LIABILITY

10.1 Cap on Liability

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED [________________________________] (e.g., the total fees paid or payable under the applicable SOW, or a stated dollar amount).

10.2 Exclusion of Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Excluded Claims

The limitations in Sections 10.1 and 10.2 do not apply to: (i) indemnification obligations under Section 9; (ii) breaches of confidentiality or misappropriation of Trade Secrets (including claims under the Alabama Trade Secrets Act); (iii) infringement of intellectual property rights; (iv) a Party's gross negligence or willful misconduct; or (v) Provider's breach of restrictive covenants under Section 7.

11. TERM, TERMINATION, AND DEFAULT

11.1 Term

This Agreement commences on the Effective Date and continues for an initial term of [________________________________], unless earlier terminated. The Agreement shall automatically renew for successive [________________________________] periods unless either Party provides written notice of non-renewal at least [____] days before the end of the then-current term.

11.2 Termination for Convenience

Either Party may terminate this Agreement upon [____] days' prior written notice. Upon such termination, Client shall pay Provider for all Services satisfactorily performed and all non-cancellable expenses incurred through the termination date.

11.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if:

(a) The other Party materially breaches this Agreement and fails to cure within [____] days after receipt of written notice specifying the breach;

(b) The other Party becomes insolvent, files for bankruptcy, has a receiver appointed, or makes an assignment for the benefit of creditors;

(c) The other Party loses a license required to perform its obligations under this Agreement.

11.4 Effect of Termination

Upon termination: (i) Provider shall deliver all completed and in-progress Deliverables; (ii) Client shall pay all undisputed amounts due; (iii) each Party shall return or destroy the other Party's Confidential Information in accordance with Section 6.6; and (iv) Sections 5, 6, 7, 8.3, 9, 10, 14, and 15 shall survive termination.

12. DATA SECURITY AND ALABAMA BREACH NOTIFICATION

12.1 Data Security Standards

If Provider processes, stores, or has access to Client's data (including personal information of Client's employees, customers, or other individuals), Provider shall implement and maintain administrative, technical, and physical safeguards consistent with industry standards to protect such data against unauthorized access, disclosure, or destruction.

12.2 Alabama Data Breach Notification Act (Ala. Code § 8-38-1 et seq.)

Alabama enacted its Data Breach Notification Act in 2018 (effective June 1, 2018), one of the last states to do so. Key requirements that affect this Agreement:

(a) Covered Entity Obligations (§ 8-38-2): Any entity that acquires or uses sensitive personally identifying information of Alabama residents must implement and maintain reasonable security measures to protect such information.

(b) Third-Party Contractor Obligations (§ 8-38-2(b)): If Provider is a third-party agent that maintains, stores, or processes covered data on Client's behalf, Provider must implement and maintain reasonable security measures and promptly notify Client of any breach.

(c) Breach Notification (§ 8-38-5): In the event of a qualifying breach:

• Notification must be provided to affected individuals within 45 days of the determination that a breach has or is reasonably likely to have occurred
• If the breach affects more than 1,000 individuals, the entity must also notify the Alabama Attorney General and all consumer reporting agencies
• Notification must include specific content required by § 8-38-6

(d) Definition of Sensitive PII (§ 8-38-1(6)): First name or initial + last name, combined with Social Security number, driver's license number, financial account information, medical or health information, or username/password combinations.

12.3 Provider Breach Notification Obligations

Provider shall notify Client within [____] hours (not to exceed 72 hours) of discovering or being notified of any actual or suspected breach of security involving Client data. Provider shall cooperate fully with Client's investigation and notification obligations under § 8-38-5.

12.4 No Alabama State Privacy Law

As of the date of this Agreement, Alabama has not enacted a comprehensive consumer privacy law comparable to the California Consumer Privacy Act (CCPA) or similar state privacy statutes. If Alabama enacts such legislation during the term, the Parties agree to negotiate in good faith any amendments necessary for compliance.

13. INSURANCE AND ALABAMA-SPECIFIC REQUIREMENTS

13.1 Required Coverage

Provider shall maintain, at its own expense, throughout the term of this Agreement:

(a) Commercial General Liability insurance with limits of at least $[________________________________] per occurrence and $[________________________________] annual aggregate;

(b) Professional Liability / Errors & Omissions insurance with limits of at least $[________________________________] per claim and $[________________________________] annual aggregate;

(c) Workers' Compensation insurance as required by Alabama law. Under Ala. Code § 25-5-1 et seq., Alabama employers with five (5) or more employees must carry workers' compensation insurance. Alabama does not permit employers to opt out of workers' compensation coverage;

(d) Commercial Automobile Liability insurance (if Provider's personnel operate vehicles in performing Services) with limits of at least $[________________________________] per occurrence.

13.2 Additional Requirements

Provider shall: (i) name Client as an additional insured on the CGL policy; (ii) provide certificates of insurance upon request; and (iii) provide at least 30 days' prior written notice of any material change or cancellation of coverage.

14. DISPUTE RESOLUTION — ALABAMA FORUMS

14.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict-of-laws principles. With respect to any restrictive covenant provisions, Alabama law shall apply in accordance with Ala. Code § 8-1-197, regardless of any choice-of-law provision to the contrary.

14.2 Forum Selection

☐ Option A — Alabama Circuit Court:
Any suit arising out of or relating to this Agreement that is not subject to arbitration shall be brought exclusively in the Circuit Court of [________________________________] County, Alabama, and each Party irrevocably submits to the personal jurisdiction of such court.

☐ Option B — Federal Court:
Any suit arising out of or relating to this Agreement that is not subject to arbitration shall be brought exclusively in the United States District Court for the [Northern / Middle / Southern] District of Alabama, and each Party irrevocably submits to the personal jurisdiction of such court.

☐ Option C — Either State or Federal:
Disputes may be filed in either the Circuit Court of [________________________________] County, Alabama, or the United States District Court for the [Northern / Middle / Southern] District of Alabama, at the filing Party's election.

Alabama Federal Court Districts:

• Northern District (Birmingham) — covers north-central Alabama including Jefferson, Madison, Marshall, Morgan, and Tuscaloosa counties
• Middle District (Montgomery) — covers central Alabama including Montgomery, Lee, Macon, and Elmore counties
• Southern District (Mobile) — covers southern Alabama including Mobile, Baldwin, and Escambia counties

14.3 Arbitration (Optional)

☐ Arbitration Elected: Any dispute arising under this Agreement shall be resolved by binding arbitration administered by [________________________________] (e.g., AAA, JAMS) under its [Commercial Arbitration Rules] then in effect. The arbitration shall be conducted in [________________________________], Alabama by [one / three] arbitrator(s). Judgment on the award may be entered in any court of competent jurisdiction.

☐ Arbitration Not Elected: Disputes shall be resolved exclusively in the courts specified in Section 14.2.

14.4 Jury Trial Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.5 Attorney Fees

The prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorney fees, costs, and expenses.

14.6 Statute of Limitations Reference

For planning purposes, the following Alabama statutes of limitations apply:

• Written contracts: 6 years (Ala. Code § 6-2-34)
• Oral contracts: 6 years (Ala. Code § 6-2-34)
• Trade secret misappropriation: 2 years from discovery (Ala. Code § 8-27-5)
• Fraud: 2 years from discovery (Ala. Code § 6-2-3)
• Tort claims: 2 years (Ala. Code § 6-2-38)

15. GENERAL PROVISIONS

15.1 Entire Agreement

This Agreement, together with all SOWs and Exhibits, constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements.

15.2 Amendment; Waiver

No amendment is effective unless in writing and signed by authorized representatives of both Parties. No waiver is effective unless in writing. A waiver on one occasion does not constitute a waiver on any other occasion.

15.3 Assignment

Neither Party may assign or delegate its rights or obligations without the other Party's prior written consent, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of substantially all assets, upon written notice. Any purported assignment in violation of this section is void.

15.4 Independent Contractor

Provider is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Provider shall be solely responsible for all taxes, including self-employment taxes, and for providing its own employee benefits. Nothing in this Agreement creates an employment relationship for purposes of Alabama law, including Alabama workers' compensation and unemployment insurance statutes.

15.5 Severability and Reformation

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force. With respect to restrictive covenants under Section 7, Alabama Code § 8-1-196 mandates that an overbroad covenant be reformed by the court to render it reasonable and enforceable, rather than being voided entirely.

15.6 Notices

All notices must be in writing and delivered by: (i) personal delivery; (ii) recognized overnight courier; (iii) certified mail, return receipt requested; or (iv) email with confirmation of receipt, to the addresses specified in Section 1 or as updated by notice. Notices are deemed given: (i) upon receipt if personally delivered; (ii) one business day after deposit with overnight courier; (iii) three business days after deposit in certified mail; or (iv) upon confirmed receipt if by email.

15.7 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts (including by PDF or electronic signature), each of which is an original, and all of which together constitute one instrument. Electronic signatures are valid and enforceable under the Alabama Uniform Electronic Transactions Act (Ala. Code § 8-1A-1 et seq.) and the federal E-SIGN Act (15 U.S.C. §§ 7001-7031).

15.8 Force Majeure

Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, severe weather (including tornadoes, hurricanes, and flooding), pandemic, government actions, terrorism, or labor disputes ("Force Majeure Event"), provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

15.9 Compliance with Alabama Law

Each Party shall comply with all Applicable Law in performing its obligations, including:

• Alabama Deceptive Trade Practices Act (Ala. Code § 8-19-1 et seq.)
• Alabama anti-bribery and ethics laws
• Federal and Alabama anti-discrimination and employment laws, to the extent applicable

16. EXECUTION

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

EXHIBIT A — FORM OF STATEMENT OF WORK (SOW)

SOW Number: [____]
Effective Date: [__/__/____]

This SOW is entered into pursuant to the Professional Services Agreement dated [__/__/____] between [________________________________] (Provider) and [________________________________] (Client).

ALABAMA-SPECIFIC NOTES

☐ 2015 Restrictive Covenants Act Is Mandatory Law: Alabama's Restrictive Covenants Act (§§ 8-1-190 through 8-1-197) applies to all agreements restricting competition entered into in Alabama or involving services performed primarily in Alabama, regardless of any choice-of-law clause selecting another state's law (§ 8-1-197). Do not attempt to circumvent this statute through choice-of-law provisions — Alabama courts will apply Alabama law.

☐ Two-Year Presumptive Reasonableness: A non-compete duration of two years or less is presumptively reasonable under Alabama law. Durations exceeding two years are not automatically unenforceable but face heightened judicial scrutiny and require stronger justification.

☐ Mandatory Reformation, Not Invalidation: Under § 8-1-196, if an Alabama court finds a restrictive covenant overbroad, it must reform the covenant to make it reasonable rather than striking it entirely. This "blue pencil plus reformation" approach is more employer-friendly than states that follow strict blue-pencil or all-or-nothing rules.

☐ No Comprehensive State Privacy Law: Alabama lacks a CCPA-equivalent privacy statute. The Alabama Data Breach Notification Act (§ 8-38-1 et seq.) addresses breach notification but does not create affirmative privacy rights for consumers. Monitor pending legislation.

☐ Alabama Interest Rate: The legal rate of interest in Alabama is 6% per annum (§ 8-8-1). For commercial contracts, the parties may contractually agree to a higher rate. There is no general usury cap for commercial transactions in Alabama.

☐ Six-Year SOL for Written Contracts: Alabama has a 6-year statute of limitations for both written and oral contracts (§ 6-2-34), which is longer than many states. Claims for trade secret misappropriation have a separate 2-year limitations period under § 8-27-5.

☐ Professional Licensing Is Critical: Alabama strictly enforces professional licensing requirements. Under § 34-8-1 et seq. (Alabama Licensing Board for General Contractors), contracts for construction work performed by unlicensed contractors are void and unenforceable. Similar restrictions apply to engineers, architects, and other licensed professions. Verify Provider's licensure before execution.

☐ Workers' Compensation Threshold: Alabama requires workers' compensation for employers with 5 or more employees (§ 25-5-1 et seq.). Unlike some states that allow opt-out, Alabama mandates coverage. Verify that Provider maintains coverage for its personnel.

Sources and References

• Ala. Code §§ 8-1-190 through 8-1-197 — Alabama Restrictive Covenants Act (eff. Jan. 1, 2016)
• Ala. Code § 8-1-191(a) — Definition of Protectable Interests
• Ala. Code § 8-1-196 — Mandatory Judicial Reformation of Overbroad Covenants
• Ala. Code § 8-1-197 — Choice-of-Law Provision (Alabama law applies)
• Ala. Code § 8-27-1 et seq. — Alabama Trade Secrets Act
• Ala. Code § 8-38-1 et seq. — Alabama Data Breach Notification Act (2018)
• Ala. Code § 8-19-1 et seq. — Alabama Deceptive Trade Practices Act
• Ala. Code § 8-8-1 — Legal Rate of Interest (6% per annum)
• Ala. Code § 6-2-34 — Six-Year Statute of Limitations (Written Contracts)
• Ala. Code § 8-1A-1 et seq. — Alabama Uniform Electronic Transactions Act
• Ala. Code § 25-5-1 et seq. — Alabama Workers' Compensation Act
• Ala. Code § 34-8-1 et seq. — Alabama Licensing Board for General Contractors
• 18 U.S.C. § 1836 — Federal Defend Trade Secrets Act
• Alabama Secretary of State, Business Entity Search: https://www.sos.alabama.gov

This template is for informational purposes only and does not constitute legal advice. Laws change frequently; verify current requirements with a licensed Alabama attorney.