Service Agreement - Professional Services (Arizona)

PROFESSIONAL SERVICES AGREEMENT

(Arizona Jurisdiction)

ARIZONA ATTORNEY DRAFTING NOTE — READ BEFORE USE:
This agreement is governed by Arizona law and reflects several provisions unique to Arizona:
(1) A.R.S. § 12-341.01 imposes a mandatory attorney's fee award on the prevailing party in any contested contract action — both parties face this exposure. Include or exclude an attorney's fee waiver only after careful consideration.
(2) A.R.S. § 23-902(D) creates a rebuttable presumption that a worker is an employee — document the independent contractor relationship carefully throughout performance.
(3) A.R.S. § 32-1101 et seq. requires an Arizona Registrar of Contractors ("ROC") license for any work constituting "contracting." Verify license status if the services involve construction, installation, or physical improvements.
(4) Arizona does not observe daylight saving time (except the Navajo Nation) — deadlines and notice periods are in Mountain Standard Time (MST) year-round.
Remove this note block before execution.

TABLE OF CONTENTS

1. Parties and Recitals
2. Definitions
3. Services and Deliverables
4. Compensation and Payment
5. Independent Contractor Status
6. Representations and Warranties
7. Intellectual Property
8. Confidentiality and Trade Secrets
9. Restrictive Covenants
10. Data Security and Privacy
11. Default and Remedies
12. Risk Allocation
13. Dispute Resolution
14. General Provisions
15. Execution Block
16. Exhibit A — Statement of Work

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) [SERVICE PROVIDER FULL LEGAL NAME], a [STATE] [ENTITY TYPE — LLC / Corporation / Sole Proprietorship / PLLC] with its principal place of business at [STREET ADDRESS, CITY, AZ ZIP] ("Provider");

(b) [CLIENT FULL LEGAL NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [STREET ADDRESS, CITY, STATE ZIP] ("Client");

(Provider and Client are each a "Party" and collectively the "Parties.")

1.2 Arizona Registrar of Contractors License

[Include if Provider's services involve construction, installation, or physical work on real property.]

☐ ROC License Required: Provider represents that it holds a current, valid Arizona Registrar of Contractors license, License No. [________________], Class [____], issued under A.R.S. § 32-1101 et seq. Provider shall maintain this license in good standing throughout the term of this Agreement. Any lapse in licensure shall constitute a material default.

☐ ROC License Not Required: The services described herein constitute professional services (e.g., consulting, technology, management, creative, or advisory services) and do not involve work that requires an ROC license under A.R.S. § 32-1101 et seq.

1.3 Recitals

(A) Provider is qualified and experienced in providing the professional services described herein and is legally authorized to perform those services in the State of Arizona.

(B) Client desires to engage Provider on the terms set forth herein, and Provider agrees to perform the services on those terms.

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

2. DEFINITIONS

"Applicable Law" means all federal, Arizona state, and local laws, regulations, and orders applicable to a Party's performance, including without limitation the Arizona Revised Statutes, the Arizona Consumer Fraud Act (A.R.S. § 44-1521 et seq.), the Arizona Wage Act (A.R.S. § 23-350 et seq.), Arizona data security laws (A.R.S. § 18-551 et seq.), and ROC requirements (A.R.S. § 32-1101 et seq.) as applicable.

"Confidential Information" has the meaning set forth in Section 8.1.

"Deliverables" means all reports, analyses, designs, code, documentation, work product, and other tangible materials Provider is required to deliver under an applicable SOW.

"Force Majeure Event" has the meaning set forth in Section 12.4.

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

"Services" means the professional services described in each SOW.

"SOW" means a Statement of Work executed by the Parties in substantially the form of Exhibit A.

"Trade Secret" means information qualifying as a trade secret under the Arizona Uniform Trade Secrets Act, A.R.S. § 44-401 et seq., and the federal Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq.

3. SERVICES AND DELIVERABLES

3.1 Scope

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

3.2 Performance Standard

Provider shall perform the Services:
(a) In a professional, diligent, and workmanlike manner consistent with industry standards;
(b) Using personnel with skill and experience appropriate to the scope of the SOW; and
(c) In compliance with all Applicable Law, including applicable Arizona professional licensing requirements.

3.3 Change Orders

No change to scope, schedule, or fees is binding unless documented in a written change order signed by authorized representatives of both Parties.

3.4 Client Cooperation

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

4. COMPENSATION AND PAYMENT

4.1 Fees

Client shall pay Provider the fees set forth in each SOW.

4.2 Payment Timing — Arizona Wage Act Considerations

(a) Unless otherwise specified in the applicable SOW, fees are due NET [____] DAYS from the invoice date.

(b) Arizona Wage Act Notice: If Provider is a sole proprietor or individual (not a business entity) and the compensation under this Agreement could be characterized as "wages" under A.R.S. § 23-350, Arizona law may impose additional obligations regarding payment timing and method. The Parties acknowledge this Agreement is for professional services rendered by an independent contractor, and compensation constitutes contract fees, not wages within the meaning of A.R.S. § 23-350. [Consult Arizona employment counsel if Provider is an individual.]

4.3 Late Payment

Past-due amounts shall accrue interest at [____]% per annum, provided that if no rate is specified, interest shall accrue at 10% per annum — the statutory rate under A.R.S. § 44-1201. Commercial parties may agree to a higher rate in a written contract. The Parties agree the rate stated above is commercially reasonable and shall apply.

[GUIDANCE: Arizona usury limit is 10% per annum unless agreed otherwise in writing (A.R.S. § 44-1201). For B2B contracts, rates above 10% are enforceable if agreed in writing. Confirm the selected rate is appropriate.]

4.4 Disputed Invoices

Client shall notify Provider of any invoice dispute within [____] days of receipt, specifying the disputed amount and basis. Undisputed amounts shall be paid when due regardless of any dispute regarding other amounts.

4.5 Taxes

Fees exclude applicable Transaction Privilege Tax ("TPT"), sales tax, use tax, and similar taxes. Client shall pay all applicable taxes assessed on services delivered in Arizona. Arizona imposes TPT on certain service transactions — the Parties shall identify the applicable tax treatment in each SOW.

4.6 Expenses

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

5. INDEPENDENT CONTRACTOR STATUS

5.1 Independent Contractor

Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, franchise, or agency relationship. Provider retains sole discretion over the manner and means of performing the Services, subject to the specifications in each SOW.

5.2 Arizona Rebuttable Presumption — A.R.S. § 23-902(D)

IMPORTANT ARIZONA LAW: Under A.R.S. § 23-902(D), there is a rebuttable presumption that a person performing services for another is an employee, not an independent contractor. To rebut this presumption, the independent contractor relationship must be established by affirmative evidence, typically including:

(a) The contractor operates a separately established business;
(b) The contractor is customarily engaged in performing services of the type contracted for;
(c) The contractor is free from direction and control over the performance of services;
(d) The contractor holds the requisite license(s) independently; and
(e) The contractor's services are outside the usual course of business of the hiring entity.

The Parties affirm:

☐ Provider operates an independently established business ([BUSINESS NAME / DBA]) regularly offering services of the type described herein to the general public.

☐ Provider independently determines the manner, means, and schedule for performing the Services, subject to the agreed-upon specifications.

☐ Provider supplies its own equipment, tools, and materials unless otherwise specified in the SOW.

☐ Provider is free to perform services for other clients during the term of this Agreement.

☐ Provider is responsible for all federal, state, and local taxes on compensation received under this Agreement, including self-employment tax. Client will not withhold any taxes and will issue a Form 1099 if required.

☐ Provider carries its own workers' compensation, liability, and professional liability insurance.

5.3 Workers' Compensation

Provider acknowledges that, as an independent contractor, Provider is not covered under Client's workers' compensation insurance. Provider shall maintain its own workers' compensation coverage as required by Arizona law (A.R.S. § 23-901 et seq.) if Provider employs personnel.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations

Each Party represents and warrants that:
(a) It is duly organized and in good standing under applicable law;
(b) It has full authority to execute and perform this Agreement; and
(c) Execution does not violate any other agreement to which it is a party.

6.2 Provider Warranties

Provider additionally warrants that:
(a) Services will conform in all material respects to the specifications in the applicable SOW for [____] days after delivery;
(b) Provider holds all licenses, permits, and certifications required by Arizona law to perform the Services (including any required ROC license);
(c) Provider will not knowingly infringe any third-party Intellectual Property Rights in performing the Services; and
(d) Provider has no conflicts of interest that would impair its ability to provide the Services.

6.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.2, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. INTELLECTUAL PROPERTY

7.1 Pre-Existing IP

Each Party retains all right, title, and interest in its pre-existing Intellectual Property Rights ("Background IP"). Nothing in this Agreement transfers any rights in Background IP except as expressly provided herein.

7.2 Deliverables — Assignment Upon Payment

Upon Client's 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 Background IP and any Third-Party Materials. Provider's Background IP and Third-Party Materials incorporated in Deliverables are licensed to Client on a non-exclusive, perpetual, irrevocable, worldwide, royalty-free basis solely for Client's use of those Deliverables.

7.3 Work Made for Hire

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

7.4 Moral Rights

Provider waives any moral rights in the Deliverables to the extent permitted by applicable law.

8. CONFIDENTIALITY AND TRADE SECRETS

8.1 Definition of Confidential Information

"Confidential Information" means non-public information disclosed by one Party ("Discloser") to the other ("Recipient") that is designated as confidential, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes Trade Secrets under the Arizona Uniform Trade Secrets Act, A.R.S. § 44-401 et seq., and the Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq.

8.2 Recipient Obligations

Recipient shall:
(a) Use Confidential Information solely for performance under this Agreement;
(b) Restrict disclosure to its personnel with a bona fide need to know who are bound by equivalent confidentiality obligations; and
(c) Protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

8.3 Exceptions

Obligations under Section 8.2 do not apply to information that:
(a) Is or becomes publicly available without breach by Recipient;
(b) Was known to Recipient without restriction before disclosure;
(c) Is independently developed without use of Discloser's Confidential Information; or
(d) Is obtained from a third party without restriction.

8.4 Compelled Disclosure

Recipient may disclose Confidential Information pursuant to court order or Applicable Law, provided it gives Discloser prompt advance written notice (to the extent legally permitted) and reasonably cooperates with Discloser's efforts to seek a protective order.

8.5 Arizona Trade Secret Injunctions

Each Party acknowledges that unauthorized disclosure or use of the other Party's Trade Secrets would cause irreparable harm for which monetary damages would be inadequate. Either Party may seek injunctive relief under A.R.S. § 44-403 (Arizona UTSA) and 18 U.S.C. § 1836(b) (DTSA) without posting bond. This provision survives termination.

9. RESTRICTIVE COVENANTS

9.1 Non-Solicitation

During the Term and for [____] months following expiration or termination, neither Party shall directly solicit or hire any employee of the other Party who was materially involved in performing or receiving the Services under this Agreement, without prior written consent. This provision does not restrict responses to general, non-targeted public job postings.

9.2 Non-Competition

[INCLUDE ONLY IF COMMERCIALLY JUSTIFIED — Arizona courts evaluate non-competes under a common-law reasonableness standard; blue-penciling is permitted.]

During the Term and for [____] months following termination, Provider shall not, within [GEOGRAPHIC SCOPE — e.g., State of Arizona / Maricopa County / specific cities], directly engage in or provide services to a business that is in direct competition with Client's [SPECIFICALLY DEFINED BUSINESS LINE], without Client's prior written consent.

Arizona Non-Compete Guidance: Arizona has no specific non-compete statute (unlike California's ban). Arizona courts apply a reasonableness standard derived from Olliver/Pilcher Insurance, Inc. v. Daniels, 148 Ariz. 530 (1986), assessing: (1) duration; (2) geographic scope; (3) scope of prohibited activity; and (4) whether the covenant is necessary to protect a legitimate business interest. Arizona courts may blue-pencil (rewrite) overbroad covenants rather than void them entirely. For solo attorneys or licensed professionals, Arizona State Bar ethics rules may override this provision.

9.3 Non-Disparagement

During the Term and for [____] months following termination, neither Party shall make any materially false or disparaging statements about the other Party, its principals, employees, products, or services, whether publicly or in communications with third parties.

10. DATA SECURITY AND PRIVACY

10.1 Data Security Standards

Provider shall implement and maintain administrative, technical, and physical safeguards to protect Client's data that are (a) no less rigorous than industry standards for the type of data involved; and (b) sufficient to comply with A.R.S. § 18-551 et seq. (Arizona data security requirements).

10.2 Arizona Data Breach Notification — A.R.S. § 18-551 et seq.

If Provider discovers or is notified of a breach of security affecting Client's data, Provider shall:
(a) Notify Client in writing within [____] hours / days of discovery (not to exceed the time required by A.R.S. § 18-552, which requires expedient notice to affected individuals and the Arizona AG for breaches affecting 500 or more Arizona residents);
(b) Provide all information reasonably required for Client to comply with its own notice obligations;
(c) Cooperate fully with Client's investigation; and
(d) At Client's election, use commercially reasonable efforts to mitigate the effects of the breach.

10.3 Data Processing

If the Services involve processing personal data of Arizona residents, the Parties shall execute a mutually agreed data processing addendum compliant with Applicable Law before any such data is transferred to Provider.

11. DEFAULT AND REMEDIES

11.1 Events of Default

An "Event of Default" occurs when:
(a) A Party materially breaches this Agreement and fails to cure within 30 days after written notice describing the breach in reasonable detail;
(b) A Party becomes insolvent, makes a general assignment for the benefit of creditors, or has a receiver or trustee appointed; or
(c) Client fails to pay any undisputed amount within 15 days after written notice of non-payment.

11.2 Remedies

Upon an Event of Default, the non-defaulting Party may:
(a) Suspend performance;
(b) Terminate this Agreement and all outstanding SOWs by written notice;
(c) Seek injunctive or equitable relief in any Arizona court of competent jurisdiction; and
(d) Pursue all other remedies at law or in equity.

11.3 Attorney's Fees — A.R.S. § 12-341.01 (Mandatory)

CRITICAL ARIZONA PROVISION: In any contested action to enforce or interpret this Agreement, the prevailing Party is entitled to recover its reasonable attorney's fees, costs, and expenses pursuant to A.R.S. § 12-341.01. This award is mandatory, not discretionary — Arizona courts must award fees to the prevailing party in contested contract actions. Both Parties acknowledge this exposure and are encouraged to resolve disputes without litigation.

[OPTION — MUTUAL WAIVER (consult counsel before including):]
[If the Parties prefer to avoid fee-shifting entirely, insert: "Notwithstanding A.R.S. § 12-341.01, each Party waives its right to seek attorney's fees from the other Party, and each Party shall bear its own attorney's fees in any dispute arising from this Agreement." Note: This waiver is enforceable in Arizona for commercial contracts but should be reviewed by counsel.]

12. RISK ALLOCATION

12.1 Mutual Indemnification

Each Party ("Indemnitor") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents ("Indemnitees") from and against any third-party claims, losses, and liabilities arising from:
(a) Indemnitor's gross negligence or willful misconduct;
(b) Indemnitor's material breach of this Agreement; or
(c) Indemnitor's violation of Applicable Law, including any Arizona regulatory violations.

For Provider, this indemnity includes any third-party claim that the Deliverables infringe a third party's Intellectual Property Rights. For Client, this indemnity includes any third-party claim arising from materials or data supplied by Client.

12.2 Indemnification Procedure

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

12.3 Limitation of Liability

(a) Cap: Except for Excluded Claims (defined below), each Party's aggregate liability shall not exceed [THE FEES PAID UNDER THE APPLICABLE SOW IN THE TWELVE MONTHS PRECEDING THE CLAIM / $[________]].

(b) No Consequential Damages: EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

(c) Excluded Claims: The cap and exclusion do not apply to: (i) breaches of Section 8 (Confidentiality/Trade Secrets); (ii) infringement of Intellectual Property Rights; (iii) a Party's gross negligence or willful misconduct; or (iv) a Party's indemnification obligations.

12.4 Force Majeure

Neither Party is liable for delay or non-performance caused by events beyond its reasonable control, including acts of God, extreme heat events, wildfires, dust storms (haboobs), monsoon flooding (endemic to Arizona's summer monsoon season, typically June–September), earthquakes, terrorism, civil unrest, pandemics, or governmental actions ("Force Majeure Event"), provided the affected Party: (a) gives prompt written notice; (b) uses commercially reasonable efforts to resume performance; and (c) the delay does not exceed [____] days, after which either Party may terminate the affected SOW on written notice.

12.5 Insurance

Provider shall maintain throughout the Term:
(a) Commercial general liability insurance — minimum $[________] per occurrence / $[________] aggregate;
(b) Professional liability / errors and omissions insurance — minimum $[________] per claim;
(c) Workers' compensation insurance as required by Arizona law (A.R.S. § 23-901 et seq.), if Provider employs personnel; and
(d) [Such additional coverage as required by the applicable SOW.]

Provider shall name Client as an additional insured on policies (a) and (b) and shall furnish certificates of insurance upon request.

13. DISPUTE RESOLUTION

13.1 Governing Law

This Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-laws principles. The Arizona Uniform Commercial Code (A.R.S. § 47-1101 et seq.) applies to the extent applicable to the Services.

13.2 Forum Selection

The state and federal courts located in [Maricopa County / Pima County / Pinal County], Arizona shall have exclusive jurisdiction over any legal proceedings arising from this Agreement not subject to arbitration, and each Party irrevocably submits to personal jurisdiction in those courts.

[MARICOPA COUNTY NOTE: Maricopa County Superior Court (Phoenix) is the most active commercial court in Arizona. Pima County Superior Court (Tucson) is appropriate for southern Arizona clients. Both have commercial divisions with experienced judges.]

13.3 Dispute Resolution — Tiered Process

Before commencing formal proceedings, the Parties shall:

(a) Senior Representative Negotiation: Within [____] days of written notice of a dispute, senior representatives with settlement authority shall meet (in person or by video conference) and negotiate in good faith for at least [____] days.

(b) Optional Mediation: If negotiation fails, either Party may initiate non-binding mediation before a mutually agreed mediator or through [JAMS / AAA / Judicial Arbitration and Mediation Services of Arizona], with costs split equally. Arizona courts encourage mediation; referral fees for mediators in Maricopa and Pima County are competitive.

13.4 Arbitration (Optional — Select One)

[OPTION A — ARBITRATION ELECTED]
Any dispute not resolved by the process in Section 13.3 shall be submitted to binding arbitration administered by [JAMS / AAA] pursuant to its Commercial Arbitration Rules then in effect. The seat of arbitration shall be [Phoenix / Tucson / Scottsdale], Arizona. The arbitral tribunal shall consist of [one / three] arbitrator(s). The arbitrator(s) shall apply Arizona substantive law. Judgment on the award may be entered in any court of competent jurisdiction. The prevailing Party's right to attorney's fees under A.R.S. § 12-341.01 applies to arbitration proceedings.

[OPTION B — NO ARBITRATION]
The Parties do not elect arbitration. Disputes shall be resolved in the courts identified in Section 13.2 after exhausting the processes in Section 13.3.

13.5 Jury Trial Waiver

EACH PARTY 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 OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.6 Injunctive Relief

Nothing in this Section 13 limits either Party's right to seek emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent or curtail actual or threatened misappropriation of Trade Secrets (under A.R.S. § 44-403 or 18 U.S.C. § 1836(b)) or infringement of Intellectual Property Rights, without the requirement to post bond.

14. GENERAL PROVISIONS

14.1 Entire Agreement

This Agreement, together with all executed SOWs and Exhibits, is the entire agreement between the Parties regarding the subject matter and supersedes all prior and contemporaneous understandings, representations, and negotiations.

14.2 Amendment and Waiver

No amendment is effective unless in writing, signed by authorized representatives of both Parties. No waiver is effective unless in writing and signed. A single waiver does not constitute a waiver of any future breach.

14.3 Severability and Blue-Penciling

If any provision is held invalid, illegal, or unenforceable, the remaining provisions remain in full force. Consistent with Arizona's blue-penciling doctrine (applied to restrictive covenants and, by analogy, other overbroad provisions), a court or arbitrator may modify the invalid provision to the minimum extent necessary to render it enforceable.

14.4 Assignment

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

14.5 Electronic Signatures and Counterparts

This Agreement may be executed in counterparts, including by electronic signature. Electronic signatures are valid and enforceable pursuant to the Arizona Electronic Transactions Act, A.R.S. § 44-7001 et seq., and the federal Electronic Signatures in Global and National Commerce Act (ESIGN), 15 U.S.C. §§ 7001–7031. Each counterpart constitutes an original; all counterparts together constitute one binding agreement.

14.6 Notices

All notices must be in writing and delivered by:
(a) Personal delivery (effective upon receipt);
(b) Recognized overnight courier (effective one business day after deposit);
(c) Certified mail, return receipt requested (effective three business days after deposit); or
(d) Email with read receipt or written acknowledgment from recipient (effective upon confirmation).

Notices shall be addressed as set forth in Section 1.1, or to such other address as a Party designates by written notice.

Arizona Time Zone: All deadlines and notice periods shall be measured in Mountain Standard Time (MST). Arizona does not observe daylight saving time. The Navajo Nation (northeast Arizona) observes daylight saving time — if either Party is located on the Navajo Nation, this should be specified.

14.7 Relationship Compliance

Each Party shall comply with all Applicable Law in connection with its performance, including without limitation:

• Arizona Registrar of Contractors license requirements (A.R.S. § 32-1101 et seq.), if applicable
• Arizona Wage Act (A.R.S. § 23-350 et seq.), to the extent applicable
• Arizona Consumer Fraud Act (A.R.S. § 44-1521 et seq.)
• Arizona data breach notification laws (A.R.S. § 18-551 et seq.)

14.8 Headings

Section headings are for convenience only and do not affect interpretation.

14.9 Construction

This Agreement shall not be construed more strictly against the Party that drafted it. Both Parties are represented by, or had the opportunity to consult with, legal counsel.

15. EXECUTION BLOCK

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

EXHIBIT A — FORM OF STATEMENT OF WORK (SOW)

Statement of Work No. [____]
Effective Date of SOW: [__/__/____]
Incorporated Into: Professional Services Agreement dated [__/__/____]

IN WITNESS WHEREOF, the Parties have executed this SOW as of the date last signed below.

ARIZONA PRACTICE NOTES FOR ATTORNEYS

☐ A.R.S. § 12-341.01 — The Most Important Arizona Contract Provision: This statute mandates that courts award attorney's fees to the prevailing party in any contested action "arising out of contract." It applies to this Agreement automatically. Clients should understand that losing a contract dispute in Arizona means paying the winner's fees. For small disputes, this creates strong incentives to settle. Consider whether to include a bilateral fee waiver for small claims.

☐ Independent Contractor Rebuttable Presumption (A.R.S. § 23-902(D)): Document the independent contractor relationship throughout the engagement. Keep records of: separate business existence, Worker's freedom from direction, use of own tools/equipment, services to other clients. If the relationship looks like employment in practice, Arizona industrial commission may reclassify the worker regardless of contract language.

☐ ROC License Verification: The Arizona ROC licenses are publicly searchable at https://roc.az.gov/. Any work involving physical improvements to real property — including technology installation, HVAC work, electrical, plumbing, or any "construction" as defined in A.R.S. § 32-1101 — requires a current ROC license. Unlicensed contracting exposes Provider to criminal penalties and voids the contract.

☐ Non-Compete Blue-Penciling: Arizona courts apply Olliver/Pilcher reasonableness and will modify (blue-pencil) overbroad covenants. Draft non-competes narrowly — specify the exact competitive activity, the precise geographic area (e.g., Maricopa County, not "Arizona"), and a reasonable duration (6–18 months for most professional services; 2 years maximum for senior executives with specific client knowledge).

☐ Arizona Wage Act Risk: If Provider is an individual sole proprietor, the Wage Act (A.R.S. § 23-350 et seq.) may characterize delayed payment as unlawful wage withholding. Use entity-to-entity contracting where possible to avoid this risk, or specify payment within 30 days and include a dispute resolution clause for disputed invoices.

☐ Arizona Data Breach — 500-Resident Threshold: Arizona's data breach notification law (A.R.S. § 18-552) requires notification to the Arizona AG if a breach affects 500 or more Arizona residents. Build this into data security obligations and incident response protocols.

☐ Force Majeure — Arizona-Specific Events: Arizona's specific climate risks (haboobs/dust storms, monsoon flooding June–September, wildfire smoke, extreme heat exceeding 115°F) are genuine force majeure events in Arizona and should be named to avoid ambiguity.

☐ Arizona Electronic Transactions Act: Arizona's ETA (A.R.S. § 44-7001 et seq.) broadly validates electronic signatures for commercial contracts. DocuSign, Adobe Sign, and similar platforms create valid, binding signatures under Arizona law.

SOURCES AND REFERENCES

• A.R.S. § 12-341.01 (Mandatory attorney fees): https://www.azleg.gov/ars/12/00341-01.htm
• A.R.S. § 23-902(D) (Independent contractor presumption): https://www.azleg.gov/ars/23/00902.htm
• A.R.S. § 23-350 et seq. (Arizona Wage Act): https://www.azleg.gov/ars/23/00350.htm
• A.R.S. § 32-1101 et seq. (Registrar of Contractors): https://www.azleg.gov/ars/32/01101.htm
• Arizona ROC License Lookup: https://roc.az.gov/
• A.R.S. § 44-401 et seq. (Arizona Uniform Trade Secrets Act): https://www.azleg.gov/ars/44/00401.htm
• A.R.S. § 44-1201 (Interest rate — usury): https://www.azleg.gov/ars/44/01201.htm
• A.R.S. § 44-7001 et seq. (Arizona Electronic Transactions Act): https://www.azleg.gov/ars/44/07001.htm
• A.R.S. § 18-551 et seq. (Data breach notification): https://www.azleg.gov/ars/18/00551.htm
• Olliver/Pilcher Insurance, Inc. v. Daniels, 148 Ariz. 530 (1986) (non-compete reasonableness standard)
• 18 U.S.C. § 1836 et seq. (Defend Trade Secrets Act): https://www.law.cornell.edu/uscode/text/18/1836
• Maricopa County Superior Court — Commercial Department: https://www.superiorcourt.maricopa.gov/

This template is for informational purposes only and does not constitute legal advice. Consult a licensed Arizona attorney before use.