Professional Services Agreement — Arkansas

PROFESSIONAL SERVICES AGREEMENT

Governed by the Laws of the State of Arkansas

TABLE OF CONTENTS

1. Parties and Recitals
2. Definitions
3. Scope of Services and Performance
4. Compensation and Payment
5. Term and Termination
6. Representations and Warranties
7. Confidentiality and Trade Secrets
8. Intellectual Property
9. Non-Competition and Non-Solicitation
10. Data Security and Privacy
11. Indemnification
12. Limitation of Liability
13. Insurance
14. Dispute Resolution
15. General Provisions
16. Execution

1. PARTIES AND RECITALS

1.1 Parties

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

(a) Provider:
[________________________________] (Legal Entity Name)
a [________________________________] (Entity Type: Arkansas LLC, corporation, sole proprietorship, etc.)
Principal place of business: [________________________________]
Arkansas Secretary of State Filing Number (if applicable): [________________________________]

(b) Client:
[________________________________] (Legal Entity Name)
a [________________________________] (Entity Type)
Principal place of business: [________________________________]

(each a "Party" and together the "Parties").

1.2 Recitals

A. Provider is engaged in the business of providing professional services in the field of [________________________________] and possesses the qualifications, experience, and capacity to perform the services described herein.

B. Client desires to retain Provider to perform such professional services, and Provider is willing to do so, subject to the terms set forth below.

C. The Parties intend for this Agreement to be governed by Arkansas law and to comply with all applicable Arkansas statutes, including the Arkansas Trade Secrets Act (Ark. Code Ann. §§ 4-75-601 through 4-75-607), the non-compete provisions of Ark. Code Ann. § 4-75-101, and the Arkansas Deceptive Trade Practices Act (Ark. Code Ann. §§ 4-88-101 et seq.).

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

2. DEFINITIONS

"Applicable Law" means all federal, Arkansas state, and local laws, statutes, ordinances, regulations, and orders applicable to a Party's performance, including the Arkansas Code Annotated, rules of the Arkansas Contractors Licensing Board (where applicable), and professional licensing requirements under Ark. Code Ann. Title 17.

"Confidential Information" means any non-public information disclosed by either Party to the other that is designated as confidential or that reasonably should be understood as confidential, including Trade Secrets as defined under the Arkansas Trade Secrets Act.

"Deliverables" means all reports, analyses, work product, documentation, and other materials Provider is required to deliver under an applicable Statement of Work.

"Force Majeure Event" has the meaning set forth in Section 15.6.

"Intellectual Property Rights" means all worldwide patent, copyright, trademark, trade secret, moral, and other proprietary rights.

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

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

"Trade Secret" has the meaning ascribed by the Arkansas Trade Secrets Act, Ark. Code Ann. § 4-75-601: 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 who can obtain economic value from its disclosure or use, and that is the subject of efforts reasonable under the circumstances to maintain its secrecy.

3. SCOPE OF SERVICES AND PERFORMANCE

3.1 Engagement

Provider shall perform the Services described in each SOW in accordance with the timelines, milestones, and specifications set forth therein.

3.2 Performance Standards

Provider shall:

(a) Perform the Services in a diligent, professional, and workmanlike manner consistent with prevailing industry standards;

(b) Assign personnel with appropriate skill, training, and experience;

(c) Comply with all Applicable Law, including any Arkansas professional licensing requirements applicable to the Services (see Section 3.3); and

(d) Notify Client promptly of any circumstance that may materially affect the quality, cost, or schedule of the Services.

3.3 Arkansas Professional Licensing

☐ Contractor licensing: If the Services include construction, renovation, or home improvement work, Provider represents that it holds a valid license from the Arkansas Contractors Licensing Board (Ark. Code Ann. §§ 17-25-101 et seq.) and will maintain such license throughout the term of this Agreement. Commercial contractors must be licensed for projects of $50,000 or more; residential builders for projects exceeding $2,000.

☐ Professional licensing (Title 17): If the Services fall within a profession regulated under Ark. Code Ann. Title 17, Subtitle 3 (e.g., engineering, architecture, accounting, surveying), Provider represents that all personnel performing regulated services hold current, valid Arkansas licenses.

☐ Not applicable: The Services do not require an Arkansas professional or contractor license.

3.4 Independent Contractor Relationship

Provider is an independent contractor, not an employee, agent, partner, or joint venturer of Client. Provider is responsible for its own tax obligations, including self-employment taxes. Nothing in this Agreement creates an employment relationship for purposes of the Arkansas Minimum Wage Act (Ark. Code Ann. § 11-4-201 et seq.) or the Arkansas Workers' Compensation Law (Ark. Code Ann. § 11-9-101 et seq.). Arkansas is a Right to Work state (Ark. Const. Amend. 34), and nothing herein shall be construed to require membership in any labor organization.

3.5 Changes

Either Party may request changes to scope, schedule, or fees. No change is binding unless memorialized in a written change order signed by authorized representatives of both Parties.

4. COMPENSATION AND PAYMENT

4.1 Fees

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

Fee structure (select one or more):

☐ Fixed fee: $[________________________________] for the SOW
☐ Hourly rate: $[________________________________] per hour
☐ Monthly retainer: $[________________________________] per month
☐ Milestone-based: See SOW schedule
☐ Other: [________________________________]

4.2 Expenses

Client shall reimburse Provider for pre-approved, documented, reasonable out-of-pocket expenses incurred in performing the Services.

4.3 Late Payment — Arkansas Usury Compliance

Past-due amounts shall accrue interest at the rate of [____]% per month, not to exceed seventeen percent (17%) per annum, which is the maximum lawful rate for commercial contracts under Arkansas Constitution Amendment 89 and Ark. Code Ann. § 4-57-104. Any contractual interest rate exceeding this cap is void and unenforceable under Arkansas usury law, and the creditor forfeits the right to collect any interest. Ark. Code Ann. § 4-57-108.

Practitioner note: Arkansas has one of the most restrictive usury regimes in the United States. Amendment 89 is a constitutional provision — it cannot be waived by contract. Verify that the stated rate does not exceed 17% per annum under any calculation method.

4.4 Taxes

Fees are exclusive of applicable sales, use, and similar taxes. Client shall pay all such taxes except those based on Provider's net income. Arkansas imposes a 6.5% state sales tax (Ark. Code Ann. § 26-52-301), plus local taxes, on certain services. The Parties shall cooperate to determine whether the Services are subject to Arkansas gross receipts tax.

4.5 Right to Suspend

If Client fails to pay undisputed amounts within [____] days after written notice of non-payment, Provider may suspend performance until payment is received, without liability for delay.

5. TERM AND TERMINATION

5.1 Term

This Agreement commences on the Effective Date and continues until [__/__/____] or until all SOWs have been completed, unless earlier terminated under this Section 5 (the "Term").

☐ Auto-renewal: This Agreement automatically renews for successive [________________________________]-month periods unless either Party provides written notice of non-renewal at least [____] days before the end of the then-current term.

5.2 Termination for Convenience

Either Party may terminate this Agreement or any SOW upon [____] days' prior written notice to the other Party.

5.3 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 a petition under the U.S. Bankruptcy Code, or has a receiver or trustee appointed for a substantial part of its assets; or

(c) Client fails to pay undisputed amounts within [____] days after written notice.

5.4 Effect of Termination

Upon termination:

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

(b) Provider shall deliver to Client all completed and in-progress Deliverables;

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

(d) Sections 2, 7, 8, 9, 10, 11, 12, 14, and 15 survive termination.

5.5 Statute of Limitations for Contract Claims

Under Ark. Code Ann. § 16-56-111, any action to enforce this Agreement (a written instrument) must be commenced within five (5) years after the cause of action accrues. For oral modifications or side agreements, the limitations period is three (3) years under Ark. Code Ann. § 16-56-105.

6. REPRESENTATIONS AND WARRANTIES

6.1 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 not an Arkansas entity, is qualified to do business in Arkansas 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; and

(d) It will comply with all Applicable Law in performing its obligations.

6.2 Provider Warranties

Provider further warrants that:

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

(b) Provider will not knowingly infringe any third-party Intellectual Property Rights in performing the Services; and

(c) Provider holds all licenses, permits, and registrations required under Arkansas law to perform the Services.

6.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

7. CONFIDENTIALITY AND TRADE SECRETS

7.1 Confidentiality Obligations

The receiving Party ("Recipient") shall:

(a) Use Confidential Information solely for the purposes of this Agreement;

(b) Restrict disclosure to employees, agents, or subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those herein; and

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

7.2 Exceptions

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available without breach by Recipient; (ii) was lawfully in Recipient's possession before disclosure without confidentiality restriction; (iii) is independently developed without use of the disclosing Party's Confidential Information; or (iv) is rightfully received from a third party without obligation of confidentiality.

7.3 Compelled Disclosure

Recipient may disclose Confidential Information as required by court order, subpoena, or Applicable Law, provided it gives the disclosing Party prompt written notice (to the extent legally permissible) and cooperates in seeking protective treatment.

7.4 Trade Secret Protection Under Arkansas Law

Arkansas Trade Secrets Act (Ark. Code Ann. §§ 4-75-601 through 4-75-607):

(a) Injunctive relief is available to prevent actual or threatened misappropriation. Ark. Code Ann. § 4-75-604. An injunction may be conditioned on payment of a reasonable royalty for no longer than the period of time the use could have been prohibited.

(b) Damages may include both the actual loss caused by misappropriation and unjust enrichment not accounted for in computing actual loss. In lieu of these measures, damages may be measured by a reasonable royalty. Ark. Code Ann. § 4-75-606.

(c) Exemplary damages up to twice the compensatory amount may be awarded if misappropriation is willful and malicious. Ark. Code Ann. § 4-75-606(b).

(d) Attorney fees may be awarded to the prevailing party if a claim of misappropriation was made in bad faith, or if willful and malicious misappropriation exists. Ark. Code Ann. § 4-75-607.

(e) Federal remedy: The federal Defend Trade Secrets Act, 18 U.S.C. § 1836, provides a parallel federal cause of action and ex parte seizure remedy.

(f) Statute of limitations: A trade secret misappropriation claim must be brought within three (3) years after discovery or when it should have been discovered. Ark. Code Ann. § 4-75-608.

7.5 Duration

Confidentiality obligations survive for [____] years after termination of this Agreement. Obligations with respect to Trade Secrets survive for as long as the information qualifies as a Trade Secret under applicable law.

8. INTELLECTUAL PROPERTY

8.1 Pre-Existing IP

Each Party retains all right, title, and interest in its pre-existing Intellectual Property Rights. Neither Party grants the other any rights in pre-existing IP except as expressly stated herein.

8.2 Ownership of Deliverables

Select one:

☐ Option A — Client Ownership: Upon full payment of all fees due under the applicable SOW, Provider assigns to Client all right, title, and interest in the Deliverables, excluding Provider's pre-existing IP and third-party materials embedded therein. Provider grants Client a non-exclusive, perpetual, royalty-free license to use such embedded materials solely in connection with the Deliverables.

☐ Option B — Provider Ownership with License: Provider retains ownership of the Deliverables and grants Client a non-exclusive, perpetual, royalty-free license to use the Deliverables for Client's internal business purposes.

8.3 Work Made for Hire

To the extent permissible under the U.S. Copyright Act (17 U.S.C. § 101), Deliverables created specifically for Client under this Agreement are deemed "works made for hire." To the extent any Deliverable does not qualify as a work made for hire, Provider hereby irrevocably assigns all copyright interest to Client upon full payment.

9. NON-COMPETITION AND NON-SOLICITATION

9.1 Arkansas Non-Compete Law — Statutory Framework

This section is governed by Ark. Code Ann. § 4-75-101, as amended by Act 921 of 2015. Key Arkansas rules:

(a) Statutory (not common-law) basis: Unlike many states, Arkansas has a specific non-compete statute that codifies the enforceability standards and grants courts express authority to reform overbroad covenants.

(b) Protectable business interests that justify a non-compete are limited to:

• Confidential business information that increases in value from not being known by a competitor;
• Training and education provided by the employer to the employee; and
• Other valuable data the employer has provided that it would reasonably seek to protect from a competitor.
  Ark. Code Ann. § 4-75-101(b)(3).

(c) Blue-pencil / judicial reformation: If a covenant is found unreasonable, Arkansas courts shall reform (not void) the covenant to the extent necessary to make the restrictions reasonable, and shall enforce the reformed terms. Ark. Code Ann. § 4-75-101(d). This is a mandatory reformation rule — courts do not have discretion to strike the entire covenant.

(d) Two-year presumption of reasonableness: A post-termination restriction of two (2) years or less is presumptively reasonable in duration. Employment-related non-competes may not exceed two years. Ark. Code Ann. § 4-75-101(c)(1).

(e) Geographic scope not required: The absence of a specific geographic restriction does not make the covenant overbroad if it is otherwise limited in time and scope. Ark. Code Ann. § 4-75-101(c)(2).

(f) Physician exception (Act 232 of 2025): Non-compete covenants that restrict a physician's right to practice within their scope of practice are void as of 2025. Ark. Code Ann. § 4-75-101(h).

(g) Professional licensing exception: The statute does not apply to persons holding professional licenses under Ark. Code Ann. Title 17, Subtitle 3 — separate analysis under common law may apply to those professionals.

9.2 Non-Competition Covenant

☐ Non-compete included:

During the term of this Agreement and for a period of [____] months (not to exceed 24 months) after termination, Provider shall not, directly or indirectly, engage in, own, manage, operate, or provide services to any business that competes with Client in the field of [________________________________] within [________________________________] (geographic area, if specified — not required under Arkansas law).

☐ Non-compete not included (delete Section 9.2 if not applicable)

9.3 Non-Solicitation of Employees

During the term and for [____] months thereafter, neither Party shall, directly or indirectly, solicit, recruit, or hire any employee of the other Party who was materially involved in performing or receiving the Services, without the other Party's prior written consent. General advertisements or postings not targeted to specific individuals are excluded.

9.4 Non-Solicitation of Clients

During the term and for [____] months thereafter, Provider shall not solicit or divert any client or customer of Client with whom Provider had material contact through the performance of Services under this Agreement.

9.5 Remedies for Breach of Restrictive Covenants

(a) The Parties acknowledge that a breach of this Section 9 would cause irreparable harm not adequately compensable by monetary damages.

(b) In the event of breach or threatened breach, the non-breaching Party is entitled to seek injunctive relief in any Arkansas court of competent jurisdiction, without the necessity of posting bond (to the extent permitted by law), in addition to all other available remedies.

(c) If any restriction is found unreasonable, the court shall reform (not void) the provision in accordance with Ark. Code Ann. § 4-75-101(d).

10. DATA SECURITY AND PRIVACY

10.1 Data Security

If Provider processes, stores, or transmits Client data, Provider shall implement and maintain administrative, technical, and physical safeguards consistent with industry standards to protect such data from unauthorized access, use, or disclosure.

10.2 Arkansas Personal Information Protection Act (Ark. Code Ann. §§ 4-110-101 et seq.)

If Provider acquires, uses, or maintains personal information (as defined in § 4-110-103) of Arkansas residents in connection with the Services:

(a) Breach notification: Provider shall notify Client within [____] days of discovering a breach of the security of the system involving personal information. Under Ark. Code Ann. § 4-110-105(a), notification to affected Arkansas residents must be made in the most expedient time and manner possible and without unreasonable delay.

(b) Destruction of records: Upon termination, Provider shall dispose of records containing personal information by shredding, erasing, or otherwise modifying the information to make it unreadable or undecipherable. Ark. Code Ann. § 4-110-104.

(c) AG enforcement: The Attorney General has exclusive enforcement authority for the Personal Information Protection Act. Ark. Code Ann. § 4-110-108.

11. INDEMNIFICATION

11.1 Mutual Indemnification

Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents (collectively, "Indemnified Parties") from and against any third-party claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or relating to:

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

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

(c) An allegation that the Services, Deliverables, or materials supplied by the Indemnifying Party infringe a third party's Intellectual Property Rights.

11.2 Indemnification Procedure

The Indemnified Party shall: (i) promptly notify the Indemnifying Party of any claim; (ii) allow the Indemnifying Party to control the defense and settlement; and (iii) cooperate at the Indemnifying Party's expense. The Indemnifying Party may not settle any claim imposing liability on the Indemnified Party without the Indemnified Party's written consent.

12. LIMITATION OF LIABILITY

12.1 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS (SECTION 12.3), EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED [________________________________] (e.g., the total fees paid or payable under the applicable SOW during the 12 months preceding the claim).

12.2 No Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Excluded Claims

The limitations in Sections 12.1 and 12.2 do not apply to: (i) indemnification obligations under Section 11; (ii) breaches of confidentiality or misappropriation of Trade Secrets; (iii) infringement of Intellectual Property Rights; (iv) willful misconduct or fraud; or (v) obligations to pay fees owed under Section 4.

13. INSURANCE

Provider shall maintain, at its own expense, the following insurance during the Term and for [____] years thereafter:

(a) Commercial general liability: Not less than $[________________________________] per occurrence and $[________________________________] aggregate;

(b) Professional liability / errors and omissions: Not less than $[________________________________] per claim;

(c) Workers' compensation: As required by the Arkansas Workers' Compensation Law, Ark. Code Ann. § 11-9-101 et seq.; and

(d) Automobile liability (if applicable): Not less than $[________________________________] combined single limit.

Provider shall furnish certificates of insurance upon request and name Client as an additional insured on the CGL policy.

14. DISPUTE RESOLUTION

14.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Arkansas, without regard to its conflict-of-laws principles.

14.2 Forum Selection

Select one:

☐ Option A — Exclusive Court Jurisdiction:

The state and federal courts located in [________________________________] County, Arkansas shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement. Each Party irrevocably submits to such courts' personal jurisdiction and waives any objection to venue. The federal courts for the [☐ Eastern ☐ Western] District of Arkansas shall have jurisdiction over federal claims.

☐ Option B — Binding Arbitration:

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by [☐ AAA ☐ JAMS] under its [________________________________] Rules then in effect. The arbitration shall be conducted by [☐ one ☐ three] arbitrator(s) in [________________________________], Arkansas. Judgment on the award may be entered in any court of competent jurisdiction. Arkansas law (Ark. Code Ann. § 16-108-201 et seq., the Arkansas Uniform Arbitration Act) shall govern the arbitration.

14.3 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.

14.4 Attorney Fees

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

14.5 Injunctive Relief Carve-Out

Nothing in this Section 14 prohibits either Party from seeking interim injunctive or equitable relief in any court of competent jurisdiction to prevent or curtail actual or threatened misappropriation of Trade Secrets, infringement of Intellectual Property Rights, or breach of the restrictive covenants in Section 9.

15. GENERAL PROVISIONS

15.1 Entire Agreement

This Agreement, together with all SOWs, Exhibits, and amendments, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, and agreements.

15.2 Amendment; Waiver

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

15.3 Assignment

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

15.4 Severability and Reformation

If any provision is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions remain in full force and effect. Consistent with the Arkansas blue-pencil doctrine codified at Ark. Code Ann. § 4-75-101(d), any overbroad restrictive covenant shall be reformed to the minimum extent necessary to make it enforceable, and shall be enforced as reformed.

15.5 Notices

All notices must be in writing and delivered by personal delivery, recognized overnight courier, certified mail (return receipt requested), or email (with confirmation of receipt), to the addresses in Section 1.1 (or such updated address as a Party designates in writing). Notices are effective: (i) upon receipt if personally delivered; (ii) one business day after deposit with an overnight courier; (iii) three business days after deposit in certified mail; or (iv) upon confirmed receipt if by email.

15.6 Force Majeure

Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters (tornadoes, flooding, ice storms, and other severe weather events common to Arkansas), fire, epidemic, pandemic, war, terrorism, government action, civil unrest, or labor disputes (a "Force Majeure Event"), provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

15.7 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Electronic signatures are valid and enforceable under the Arkansas Uniform Electronic Transactions Act (Ark. Code Ann. §§ 25-32-101 et seq.) and the federal E-SIGN Act (15 U.S.C. §§ 7001-7031).

15.8 Relationship of Parties

Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party may bind the other without express written authorization.

15.9 No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights in any person or entity not a party hereto.

16. EXECUTION

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

EXHIBIT A — FORM OF STATEMENT OF WORK (SOW)

SOW No.: [________________________________]
SOW Effective Date: [__/__/____]

This SOW is incorporated into and subject to the Professional Services Agreement dated [__/__/____].

ARKANSAS-SPECIFIC NOTES

☐ Arkansas Has a Non-Compete Statute (Ark. Code Ann. § 4-75-101) — Unlike states that rely solely on common law, Arkansas codified non-compete enforceability through Act 921 of 2015. Courts must reform (not void) overbroad covenants. Two years is the presumptive maximum for employment-related restrictions.

☐ Mandatory Blue-Pencil Reformation — Under § 4-75-101(d), Arkansas courts are directed to reform an unreasonable non-compete to the minimum extent necessary for enforceability. This is mandatory ("shall reform"), not discretionary.

☐ Physician Non-Competes Banned (2025) — Act 232 of 2025 prohibits non-compete covenants restricting physicians from practicing within their scope. If any party is a physician or medical practice, verify that no prohibited restriction is included.

☐ Title 17 Professional Licensing Exemption — The non-compete statute does not apply to persons holding professional licenses under Ark. Code Ann. Title 17, Subtitle 3. Non-compete claims involving such professionals are analyzed under common law reasonableness standards.

☐ 17% Usury Cap (Amendment 89) — Arkansas constitutionally caps interest at 17% per annum on most contracts. This cannot be waived. Late-payment interest provisions exceeding this rate are void, and the creditor forfeits all interest. This is among the most restrictive usury regimes in the nation.

☐ 5-Year SOL for Written Contracts — Ark. Code Ann. § 16-56-111 provides a 5-year statute of limitations for written contracts. Oral contracts have a 3-year limit (§ 16-56-105). UCC sale-of-goods contracts have a 4-year limit (§ 4-2-725).

☐ Right to Work State — Arkansas is a Right to Work state under Ark. Const. Amend. 34. This may affect provisions relating to labor organization membership or union requirements.

☐ Relatively Low Filing Fees — Arkansas has some of the lowest civil filing fees in the nation. Circuit court filing fees are typically under $200. This affects the cost-benefit analysis of enforcement actions.

☐ Arkansas Trade Secrets Act — Provides for injunctive relief, compensatory damages, exemplary damages (up to 2x for willful misappropriation), and attorney fees (§§ 4-75-604 through 4-75-607). Runs parallel with the federal Defend Trade Secrets Act.

☐ Arkansas Personal Information Protection Act — If the Services involve personal data of Arkansas residents, ensure compliance with breach notification requirements under Ark. Code Ann. §§ 4-110-101 et seq.

Sources and References

• Ark. Code Ann. § 4-75-101 — Non-compete agreements (Act 921 of 2015; Act 232 of 2025)
• Ark. Code Ann. §§ 4-75-601 through 4-75-607 — Arkansas Trade Secrets Act
• Ark. Code Ann. § 16-56-111 — 5-year SOL for written contracts
• Ark. Code Ann. § 16-56-105 — 3-year SOL for oral contracts
• Ark. Code Ann. § 4-57-104 — Maximum lawful interest rate
• Arkansas Constitution Amendment 89 — 17% usury cap
• Arkansas Constitution Amendment 34 — Right to Work
• Ark. Code Ann. §§ 4-88-101 through 4-88-115 — Deceptive Trade Practices Act
• Ark. Code Ann. §§ 4-110-101 et seq. — Personal Information Protection Act
• Ark. Code Ann. §§ 25-32-101 et seq. — Uniform Electronic Transactions Act
• Ark. Code Ann. §§ 17-25-101 et seq. — Contractors Licensing Board
• Ark. Code Ann. § 11-9-101 et seq. — Workers' Compensation Law
• Arkansas Contractors Licensing Board: https://labor.arkansas.gov/licensing/arkansas-contractors-licensing-board/

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