Service Agreement — Professional Services — Delaware

PROFESSIONAL SERVICES AGREEMENT

Governed by the Laws of the State of Delaware

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Agreement Date: [__/__/____]

Agreement No.: [________________________________]

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PARTIES

SERVICE PROVIDER ("Provider"):

Field	Information
Legal Name	[________________________________]
Entity Type	☐ Corporation ☐ LLC ☐ LLP ☐ Sole Proprietor ☐ Professional Corporation (8 Del. C. Ch. 6)
State of Formation	[________________________________]
Delaware Qualification	☐ Formed in Delaware ☐ Qualified as foreign entity ☐ Not applicable
Principal Address	[________________________________]
Delaware Registered Agent	[________________________________]
Federal EIN	[________________________________]
Contact Person	[________________________________]
Email / Phone	[________________________________]
Professional License(s)	[________________________________] (Issuing Body: Delaware Division of Professional Regulation)

CLIENT ("Client"):

Field	Information
Legal Name	[________________________________]
Entity Type	☐ Corporation ☐ LLC ☐ Partnership ☐ Individual
State of Formation	[________________________________]
Principal Address	[________________________________]
Billing Address	[________________________________]
Federal EIN	[________________________________]
Contact Person	[________________________________]
Email / Phone	[________________________________]

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

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RECITALS

WHEREAS, Provider is engaged in the business of providing [________________________________] and possesses the professional skills, expertise, and qualifications necessary to perform such services;

WHEREAS, Client desires to retain Provider to perform certain professional services as more particularly described in this Agreement and any Statement(s) of Work;

WHEREAS, Provider desires to perform such services in accordance with the terms herein;

WHEREAS, the Parties elect to govern this Agreement under Delaware law pursuant to 6 Del. C. § 2708, which validates the choice of Delaware law for agreements involving consideration of not less than $100,000, regardless of whether the agreement bears any other relationship to Delaware — a provision reflecting Delaware's status as the premier jurisdiction for commercial and corporate transactions; and

WHEREAS, the Parties acknowledge that Delaware has no sales tax (Article VIII, § 1, Delaware Constitution), which may affect the tax treatment of services fees depending on the nature of the engagement and the locations of the parties.

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

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ARTICLE 1: DEFINITIONS

1.1 "Applicable Law" means all federal, state, and local laws applicable to the Services or the Parties' obligations under this Agreement, including the Delaware Code, the Delaware Consumer Fraud Act (6 Del. C. § 2511 et seq.), the Delaware Uniform Trade Secrets Act (6 Del. C. § 2001 et seq.), the Delaware Personal Data Privacy Act (6 Del. C. Ch. 12D), and applicable professional licensing requirements administered by the Delaware Division of Professional Regulation.

1.2 "Business Day" means any day other than Saturday, Sunday, or a day on which banks in Wilmington, Delaware are authorized or required to close.

1.3 "Change Order" means a written amendment to a Statement of Work, executed by both Parties.

1.4 "Confidential Information" means any information or data that has or could have commercial value or utility in the business of the disclosing Party, or which if disclosed without authorization could be detrimental to the disclosing Party. This includes, without limitation: Trade Secrets, technical data, know-how, product plans, customer lists, financial information, business strategies, and other proprietary information. As used herein, "Trade Secret" has the meaning set forth in the Delaware Uniform Trade Secrets Act, 6 Del. C. § 2001.

1.5 "Deliverables" means all documents, work product, reports, data, materials, software, and other items to be delivered by Provider to Client as specified in a Statement of Work.

1.6 "Effective Date" means [__/__/____].

1.7 "Fees" means all compensation payable to Provider for the Services as set forth in Article 4 and any applicable Statement of Work.

1.8 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights, whether registered or unregistered.

1.9 "Personnel" means Provider's employees, agents, contractors, and subcontractors who perform Services under this Agreement.

1.10 "Services" means the professional services described in Article 2 and any Statement of Work.

1.11 "Statement of Work" or "SOW" means a document executed by both Parties describing specific Services, Deliverables, timelines, Fees, and project-specific terms, substantially in the form of Exhibit A.

1.12 "Term" has the meaning set forth in Section 7.1.

1.13 "Work Product" means all Deliverables, inventions, discoveries, improvements, data, reports, analyses, recommendations, and other materials created by Provider in the course of performing the Services.

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ARTICLE 2: SERVICES

2.1 Scope of Services

Provider shall perform the following professional services:

☐ OPTION A — General Description:

[________________________________]

☐ OPTION B — SOW-Based Engagement:

Provider shall perform Services as described in one or more Statements of Work, each incorporating the following minimum elements:

☐ Description of Services
☐ Deliverables and acceptance criteria
☐ Timeline and milestones
☐ Fees and payment schedule
☐ Client responsibilities and dependencies
☐ Project-specific terms (if any)

2.2 Standard of Performance

Provider shall perform all Services:

(a) In a professional, workmanlike manner consistent with the prevailing standards of care applicable to Provider's profession and industry;

(b) Using Personnel with appropriate qualifications, experience, and professional licensure as required by Delaware law and the rules of the Delaware Division of Professional Regulation;

(c) In compliance with all Applicable Law;

(d) In accordance with the specifications, timelines, and requirements set forth in this Agreement and any applicable SOW;

(e) With the degree of care, skill, and diligence that a reasonably prudent professional would exercise under similar circumstances.

2.3 Professional Responsibility and Delaware Licensing

(a) Professional Licensing. If the Services require professional licensing in Delaware, Provider represents and warrants that Provider and all Personnel hold all required licenses and certifications in good standing with the Delaware Division of Professional Regulation (DDPR), which regulates over 30 professions and occupations in Delaware. Provider shall promptly notify Client of any change in licensure status.

(b) Personal Liability for Professional Corporations. Pursuant to 8 Del. C. Chapter 6 (Professional Corporations Act), if Provider is organized as a professional corporation under Delaware law, Provider's individual professionals remain personally and fully liable for their own negligent, wrongful acts, or misconduct in rendering professional services. The corporate form does not shield individual practitioners from professional malpractice liability.

(c) Professional Standards. Provider shall perform Services in accordance with applicable standards of professional conduct and ethics governing Provider's profession, including the rules of any applicable Delaware licensing board.

2.4 Personnel

(a) Provider shall assign qualified Personnel. Key Personnel for this engagement are:

Name	Role	Qualifications / License
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]

(b) Provider shall not substitute Key Personnel without Client's prior written consent, not to be unreasonably withheld.

(c) Client may request removal of Personnel who fail to perform satisfactorily; Provider shall promptly provide qualified replacements.

2.5 Subcontracting

Provider shall not subcontract any Services without Client's prior written consent. If subcontracting is approved:

(a) Provider remains fully responsible for subcontracted Services;

(b) All subcontractors must agree to confidentiality, IP, and compliance obligations consistent with this Agreement;

(c) Provider shall provide subcontractor names and qualifications upon Client's request.

2.6 Client Responsibilities

Client shall:

(a) Provide timely access to information, materials, facilities, and personnel reasonably necessary for the Services;

(b) Designate a representative authorized to make decisions and give approvals;

(c) Review and respond to Deliverables within [____] Business Days of submission;

(d) Perform all Client responsibilities identified in each SOW;

(e) Notify Provider promptly of changes that may affect the Services or timeline.

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ARTICLE 3: DELIVERABLES AND ACCEPTANCE

3.1 Delivery

Provider shall deliver all Deliverables in accordance with the schedule and specifications in the applicable SOW.

3.2 Acceptance Process

(a) Upon delivery, Client shall have [____] Business Days (the "Review Period") to accept or provide written rejection with specified deficiencies.

(b) If Client timely rejects, Provider shall correct deficiencies and redeliver within [____] Business Days. Client then has [____] additional Business Days to review the corrected Deliverable.

(c) Failure to respond within the Review Period constitutes deemed acceptance.

3.3 Acceptance Criteria

Deliverables are accepted if they:

☐ Substantially conform to the SOW specifications
☐ Are free from material defects
☐ Meet objective acceptance criteria specified in the SOW
☐ Are delivered in the required format(s)

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ARTICLE 4: FEES AND PAYMENT

4.1 Fee Structure

Select applicable structure(s):

☐ Fixed Fee: $[________________________________] for the Services described in the SOW.

☐ Time and Materials:

• [________________________________]: $[________________________________] per hour
• [________________________________]: $[________________________________] per hour
• [________________________________]: $[________________________________] per hour

☐ Monthly Retainer: $[________________________________] per month for up to [____] hours. Excess hours billed at $[________________________________] per hour.

☐ Milestone-Based: Fees payable upon milestone achievement per the SOW schedule.

☐ Success Fee / Percentage: [________________________________]

4.2 Expenses

(a) Included: Provider's Fees include ordinary business expenses.

(b) Reimbursable Expenses (pre-approved):
☐ Travel (coach airfare, standard lodging, per diem)
☐ Third-party fees (filing fees, specialized equipment, etc.)
☐ [________________________________]

(c) Approval Threshold: Individual expenses exceeding $[________________________________] or aggregate expenses exceeding $[________________________________] require Client's prior written approval.

(d) Documentation: All reimbursable expenses must be supported by itemized receipts.

4.3 Invoicing

(a) Provider shall submit invoices [________________________________] (monthly / upon milestone / per SOW schedule) to:

Billing Contact: [________________________________]
Email: [________________________________]

(b) Each invoice shall include: invoice number and date; Agreement and SOW reference; itemized description of Services; hours worked (if time-based); rates; reimbursable expenses with receipts; total due; and payment instructions.

4.4 Payment Terms

(a) Due Date: Undisputed invoices are due within [____] days of invoice date.

(b) Payment Method: ☐ Check ☐ ACH ☐ Wire Transfer

(c) Late Payment Interest: Pursuant to 6 Del. C. § 2301(a), overdue amounts shall bear interest at the rate of 5% over the Federal Reserve discount rate (or the contractually agreed rate, or the maximum rate permitted by law, whichever is less) from the due date until paid. Delaware law does not impose a usury cap on commercial transactions, but the parties should specify an agreed rate.

(d) Disputed Amounts: If Client disputes any invoice portion, Client shall: (i) pay all undisputed amounts when due; (ii) provide written notice of the dispute within [____] days; and (iii) work in good faith to resolve the dispute. Resolved amounts due within [____] days of resolution.

4.5 Taxes — Delaware Has No Sales Tax

(a) Delaware does not impose a state or local sales tax (Article VIII, § 1, Delaware Constitution). However, if Services are performed in or delivered to jurisdictions that do impose sales, use, or similar taxes, Client is responsible for such taxes unless exempt.

(b) All Fees are exclusive of taxes based on Provider's income. Client shall pay all applicable taxes, excluding taxes on Provider's net income.

(c) If Client is tax-exempt, Client shall provide a valid exemption certificate.

4.6 Records and Audit

Provider shall maintain accurate books and records relating to the Services for [____] years following completion. Client may audit such records upon reasonable notice.

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ARTICLE 5: INTELLECTUAL PROPERTY

5.1 Work Product Ownership

Select one:

☐ OPTION A — Client Ownership (Work-for-Hire):

(a) All Work Product created by Provider for Client under this Agreement shall be Client's sole and exclusive property. To the extent any Work Product does not qualify as "work made for hire" under U.S. copyright law, Provider irrevocably assigns to Client all right, title, and interest, including all IP Rights.

(b) Provider shall execute documents and take actions reasonably requested to perfect Client's rights.

(c) Provider waives moral rights to the fullest extent permitted by law.

☐ OPTION B — Provider Retains Ownership with License:

(a) Provider retains all right, title, and interest in Work Product.

(b) Provider grants Client a [non-exclusive / exclusive], perpetual, worldwide, royalty-free license to use, copy, modify, and create derivative works of the Work Product for Client's [internal business purposes / commercial purposes].

☐ OPTION C — Joint Ownership:

(a) The Parties jointly own all Work Product with equal undivided interests.

(b) Neither Party is required to account to the other for exploitation of jointly owned Work Product.

5.2 Pre-Existing Materials

(a) Provider retains all rights in materials, methodologies, tools, and IP owned or developed before or independently of this Agreement ("Provider Materials").

(b) To the extent Provider Materials are incorporated into Deliverables, Provider grants Client a non-exclusive, perpetual, royalty-free license to use such materials solely in connection with the Deliverables.

(c) Client retains all rights in Client-provided materials ("Client Materials"). Client grants Provider a limited license to use Client Materials solely to perform the Services.

5.3 Third-Party Materials

Provider shall not incorporate third-party materials into Deliverables without Client's prior written consent and shall ensure Client receives appropriate license rights.

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ARTICLE 6: CONFIDENTIALITY AND TRADE SECRET PROTECTION

6.1 Obligations

Each Party shall:

(a) Hold all Confidential Information in strict confidence;

(b) Use Confidential Information solely to perform its obligations or exercise its rights under this Agreement;

(c) Not disclose to third parties without prior written consent, except as permitted herein;

(d) Apply at least the same degree of care used for its own confidential information, but in no event less than reasonable care;

(e) Limit access to Personnel with a need to know who are bound by confidentiality obligations at least as protective as those herein.

6.2 Exceptions

Confidential Information excludes information that: (a) is or becomes publicly available without fault of the receiving Party; (b) was in the receiving Party's lawful possession before disclosure; (c) is lawfully obtained from a third party without breach; or (d) is independently developed without use of the disclosing Party's Confidential Information.

6.3 Permitted Disclosures

A Party may disclose Confidential Information: (a) to attorneys, accountants, and professional advisors bound by professional confidentiality duties; and (b) as compelled by law or court order, provided the receiving Party gives prompt notice (to the extent legally permitted), cooperates with efforts to obtain a protective order, and discloses only the minimum required.

6.4 Delaware Uniform Trade Secrets Act — 6 Del. C. §§ 2001–2007

To the extent Confidential Information constitutes a "Trade Secret" as defined in 6 Del. C. § 2001, the disclosing Party is entitled to all protections and remedies available under the Delaware Uniform Trade Secrets Act (DUTSA), including:

• Injunctive relief to prevent actual or threatened misappropriation — 6 Del. C. § 2002;
• Damages for actual loss caused by misappropriation and unjust enrichment not captured by actual loss — 6 Del. C. § 2003;
• Exemplary damages up to twice the compensatory award for willful and malicious misappropriation — 6 Del. C. § 2003(b);
• Attorney's fees to the prevailing party where misappropriation was willful and malicious, or where a claim of misappropriation was made in bad faith — 6 Del. C. § 2004.

The DUTSA three-year statute of limitations (6 Del. C. § 2005) applies to trade secret claims, running from discovery of the misappropriation or when it should reasonably have been discovered.

6.5 Return of Confidential Information

Upon termination or expiration, or upon request, the receiving Party shall return or destroy all Confidential Information and certify such action in writing, except: (i) one archival copy may be retained for legal compliance; and (ii) Confidential Information in automated backup systems remains subject to ongoing confidentiality obligations.

6.6 Duration

Confidentiality obligations survive termination for [____] years, except that Trade Secret obligations continue for as long as the information qualifies as a Trade Secret under the DUTSA.

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ARTICLE 7: TERM AND TERMINATION

7.1 Term

This Agreement commences on the Effective Date and continues for an initial term of [________________________________] (the "Initial Term"), unless earlier terminated. The Agreement automatically renews for successive [________________________________] periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least [____] days prior to the end of the then-current term.

7.2 Termination for Convenience

☐ Either Party may terminate upon [____] days' written notice.
☐ Client only may terminate upon [____] days' written notice.
☐ No termination for convenience permitted.

7.3 Termination for Cause

Either Party may terminate immediately upon written notice if the other Party:

(a) Materially breaches and fails to cure within [____] days of written notice (or a longer period if the breaching Party commences cure and diligently pursues it);

(b) Becomes insolvent, makes an assignment for creditors' benefit, or files or has filed against it a bankruptcy petition;

(c) Ceases to conduct business in the ordinary course;

(d) (As to Provider) Provider's professional license required for the Services is suspended, revoked, or otherwise impaired.

7.4 Effect of Termination

Upon termination or expiration:

(a) Payment: Client shall pay for all Services satisfactorily performed through termination, non-cancelable expenses, and (if terminated for convenience by Client) reasonable wind-down costs.

(b) Deliverables: Provider shall deliver all completed or partially completed Work Product for which Client has paid.

(c) Confidential Information: Each Party shall comply with Section 6.5.

(d) Outstanding SOWs: Unless otherwise agreed, termination of this Agreement terminates all SOWs.

7.5 Survival

The following survive termination: Article 1 (Definitions), Article 5 (IP), Article 6 (Confidentiality), Article 8 (Representations), Article 9 (Indemnification), Article 10 (Limitation of Liability), Article 11 (Dispute Resolution), Article 12 (General Provisions), and any provisions that by their nature should survive.

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ARTICLE 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;

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

(c) Execution and performance do not violate any law, regulation, or binding agreement;

(d) This Agreement constitutes a legal, valid, and binding obligation enforceable in accordance with its terms.

8.2 Provider Representations

Provider represents and warrants that:

(a) Provider and all Personnel hold all licenses and certifications required by Applicable Law, including any required by the Delaware Division of Professional Regulation;

(b) Services will be performed in a professional and workmanlike manner;

(c) Work Product will be original to Provider or Provider has obtained all necessary rights;

(d) Work Product will not infringe any third party's IP Rights;

(e) Provider will comply with all Applicable Law, including the Delaware Personal Data Privacy Act (if applicable);

(f) No litigation or regulatory proceeding is pending or threatened that would materially impair Provider's ability to perform.

8.3 Client Representations

Client represents and warrants that: (a) Client has the right to provide all Client Materials; and (b) Client's use of Services and Deliverables will not violate Applicable Law.

8.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT SERVICES OR DELIVERABLES WILL MEET CLIENT'S REQUIREMENTS OR THAT DELIVERABLES WILL OPERATE WITHOUT INTERRUPTION OR ERROR.

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ARTICLE 9: INDEMNIFICATION

9.1 Provider Indemnification

Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, successors, and assigns from third-party claims arising out of or relating to:

(a) Provider's breach of this Agreement;
(b) Provider's gross negligence or willful misconduct;
(c) Claims that the Services or Deliverables infringe third-party IP Rights (except to the extent caused by Client Materials);
(d) Injury to persons or property caused by Provider or its Personnel;
(e) Provider's violation of Applicable Law.

9.2 Client Indemnification

Client shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, successors, and assigns from third-party claims arising out of or relating to:

(a) Client's breach of this Agreement;
(b) Client's gross negligence or willful misconduct;
(c) Claims that Client Materials infringe third-party IP Rights;
(d) Client's violation of Applicable Law.

9.3 Procedures

(a) Notice: Prompt notice of any claim; failure to provide prompt notice does not relieve the indemnifying Party unless materially prejudiced.

(b) Defense: The indemnifying Party controls defense using counsel of its choice. The indemnified Party may participate at its own expense.

(c) Settlement: No settlement requiring admission of liability, imposing obligations on the indemnified Party, or lacking a complete release without the indemnified Party's written consent.

(d) Cooperation: The indemnified Party shall cooperate reasonably with the defense.

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ARTICLE 10: LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages

EXCEPT FOR INDEMNIFICATION OBLIGATIONS (ARTICLE 9), BREACH OF CONFIDENTIALITY (ARTICLE 6), OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF CAUSE OF ACTION OR FORESEEABILITY.

10.2 Liability Cap

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, PROVIDER'S IP INDEMNIFICATION (SECTION 9.1(c)), OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED:

☐ Total Fees paid or payable during the [____]-month period preceding the claim.
☐ $[________________________________].
☐ [________________________________].

10.3 Essential Basis of Bargain

The Parties acknowledge that the liability limitations are an essential element of the bargain and the Fees reflect the allocation of risk.

10.4 Statute of Limitations — Delaware's Three-Year Default and Contractual Extension

(a) Default Period. Under 10 Del. C. § 8106, the default statute of limitations for breach of contract claims in Delaware is three (3) years — shorter than the four- to six-year periods in many other states. This three-year period applies to all contract claims not otherwise subject to a longer statutory period.

(b) Contractual Extension (Contracts Over $100,000). Under 10 Del. C. § 8106(c), enacted in 2014, parties to a written contract involving at least $100,000 in consideration may agree in writing to extend the limitations period up to twenty (20) years. This provision is unique to Delaware and reflects the state's pro-commercial-contracting philosophy.

(c) Agreed Limitations Period. The Parties agree that any claim arising out of or relating to this Agreement must be brought within [____] years after the cause of action accrues [, except for claims arising from breach of confidentiality obligations, which must be brought within [____] years].

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ARTICLE 11: DISPUTE RESOLUTION

11.1 Governing Law — Delaware

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

6 Del. C. § 2708 — Choice of Delaware Law. Delaware law provides that parties to any contract for $100,000 or more may select Delaware law as the governing law, and such choice is enforceable regardless of whether there is any other relationship between the parties or the transaction and the State of Delaware. This provision makes Delaware the most favorable jurisdiction in the nation for upholding contractual choice-of-law clauses.

11.2 Informal Resolution

Before initiating formal dispute resolution, the Parties shall attempt in good faith to resolve disputes through informal negotiations. A Party initiates negotiations by written notice describing the dispute. If not resolved within [____] days, either Party may proceed with formal resolution.

11.3 Mediation

If informal negotiations fail, the Parties shall participate in non-binding mediation before a mutually agreed mediator in Wilmington, Delaware before initiating arbitration or litigation. Mediation costs shall be shared equally.

11.4 Formal Dispute Resolution

Select one:

☐ OPTION A — Arbitration:

Disputes not resolved through mediation shall be resolved by binding arbitration administered by [________________________________] (AAA / JAMS / ICC) under its [________________________________] Rules. The arbitration shall be conducted by [____] arbitrator(s) in Wilmington, Delaware. The arbitrator's decision is final and binding; judgment may be entered in any court of competent jurisdiction.

• Discovery shall be limited as agreed by the parties or ordered by the arbitrator.
• The arbitrator shall issue a written, reasoned decision.
• The arbitrator has no authority to award punitive damages except as required by statute.
• The prevailing party may recover reasonable attorney's fees and costs.

☐ OPTION B — Litigation (Including Court of Chancery):

Disputes not resolved through mediation shall be resolved exclusively in the state or federal courts located in New Castle County, Delaware, including:

• Delaware Court of Chancery — Delaware's specialized equity court with unmatched expertise in business and commercial disputes, including claims for injunctive relief, specific performance, fiduciary duty, and trade secret protection. The Court of Chancery sits without a jury and is recognized as the nation's premier business court.
• Delaware Superior Court — for claims at law, including breach of contract and damages.
• U.S. District Court for the District of Delaware — for federal claims and diversity jurisdiction.

Each Party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to venue.

11.5 Jury Waiver

EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

11.6 Injunctive and Equitable Relief

Notwithstanding the dispute resolution provisions above, either Party may seek injunctive or equitable relief in the Delaware Court of Chancery or any other court of competent jurisdiction to protect its Confidential Information, Trade Secrets, or IP Rights, without posting bond or proving actual damages. The Court of Chancery's expertise in equity matters — including temporary restraining orders, preliminary injunctions, and constructive trusts — makes it the preferred forum for emergency protective relief in commercial disputes.

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ARTICLE 12: RESTRICTIVE COVENANTS

12.1 Non-Compete

☐ INCLUDE NON-COMPETE (if applicable):

During the Term and for a period of [____] months thereafter, Provider shall not, directly or indirectly, provide services substantially similar to the Services to any of the clients or customers listed on Exhibit B within the geographic area of [________________________________].

Delaware Non-Compete Enforceability — Practitioner Warning: Delaware courts apply strict scrutiny to non-compete provisions. Under Delaware common law, a restrictive covenant is enforceable only if it: (1) protects a legitimate business interest (such as trade secrets, customer relationships, or specialized training); (2) is reasonable in geographic and temporal scope; and (3) imposes no greater restraint than necessary to protect that interest.

Recent Delaware Court of Chancery decisions (including North American Fire and Payscale, 2025) have invalidated non-competes with unlimited geographic scope, insufficient consideration, or overbroad activity restrictions. The Court of Chancery will not "blue pencil" an overbroad non-compete to make it enforceable — if the restriction fails any prong of the reasonableness test, the entire provision is void.

☐ NO NON-COMPETE: The Parties agree that no non-compete obligation applies.

12.2 Non-Solicitation

During the Term and for [____] months thereafter, Provider shall not, directly or indirectly, solicit, recruit, or hire any employee or contractor of Client who was involved in or associated with the Services, or solicit any client or customer of Client with whom Provider had material contact through the Services.

12.3 Consideration

The Parties acknowledge that the restrictive covenants in this Article are supported by adequate consideration, including [________________________________] (e.g., the engagement itself, specialized training, access to trade secrets and proprietary client information, equity compensation, etc.). Delaware courts require that the consideration be more than "vanishingly small" — LKQ Corp v. Rutledge (Del. 2024).

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ARTICLE 13: DATA PROTECTION — DELAWARE PERSONAL DATA PRIVACY ACT

13.1 Applicability

The Delaware Personal Data Privacy Act (DPDPA), 6 Del. C. Ch. 12D, took effect January 1, 2025, and applies to persons who conduct business in Delaware or produce products/services targeted to Delaware residents and who, during a calendar year, either: (a) control or process personal data of 35,000 or more Delaware consumers; or (b) control or process personal data of 10,000 or more consumers and derive more than 20% of gross revenue from the sale of personal data.

13.2 Provider Obligations as Data Processor

To the extent Provider processes personal data of Delaware residents on Client's behalf, Provider shall:

(a) Process personal data only in accordance with Client's documented instructions;

(b) Implement appropriate technical and organizational security measures to protect personal data;

(c) Require any sub-processor to contractually agree to equivalent data protection obligations;

(d) Assist Client in responding to Delaware consumer rights requests (access, correction, deletion, data portability, opt-out of targeted advertising and sale of data);

(e) Notify Client of any personal data breach within [____] hours of discovery;

(f) Delete or return all personal data upon termination, unless retention is required by law;

(g) Make available information necessary to demonstrate compliance and allow audits.

13.3 Data Security

Provider shall maintain administrative, technical, and physical safeguards designed to protect Client data from unauthorized access, disclosure, alteration, or destruction.

13.4 Breach Notification

Upon discovering a data breach, Provider shall: (a) notify Client within the timeframe specified in Section 13.2(e); (b) investigate and provide information about the breach's nature and scope; (c) cooperate with Client's breach response; and (d) take remedial steps to prevent recurrence.

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ARTICLE 14: GENERAL PROVISIONS

14.1 Entire Agreement

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

14.2 Amendments

No amendment is effective unless in writing and signed by authorized representatives of both Parties.

14.3 Waiver

No waiver is effective unless in writing. Failure to enforce any provision is not a waiver of that or any other provision.

14.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions continue in full force. The Parties shall negotiate in good faith to replace any invalid provision with a valid one achieving the original intent. Note: Under recent Delaware Court of Chancery precedent, courts will not blue-pencil overbroad restrictive covenants — they are struck entirely rather than reformed.

14.5 Assignment

Neither Party may assign without the other's written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Purported assignments in violation are void.

14.6 Independent Contractor

Provider is an independent contractor, not an employee, agent, partner, or joint venturer of Client. Provider is solely responsible for taxes, withholdings, and statutory obligations for its Personnel.

14.7 Notices

All notices shall be in writing and deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) one Business Day after deposit with a nationally recognized overnight courier; or (d) three Business Days after mailing by certified mail, return receipt requested. Notices shall be sent to the addresses in this Agreement or as subsequently designated in writing.

14.8 Force Majeure

Neither Party is liable for delays or failures due to causes beyond reasonable control, including natural disasters, war, terrorism, government actions, epidemics, or telecommunications failures. The affected Party shall provide prompt notice and use reasonable efforts to mitigate.

14.9 Publicity

Neither Party shall issue press releases regarding this Agreement without the other's written consent, except as required by law.

14.10 Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns.

14.11 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts. Pursuant to the Delaware Uniform Electronic Transactions Act (6 Del. C. § 12A-101 et seq.), electronic signatures have the same legal effect as original signatures.

14.12 Interpretation

Headings are for convenience only. "Including" means "including without limitation." References to laws include amendments. Days are calendar days unless otherwise specified.

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EXHIBITS

EXHIBIT A: STATEMENT OF WORK TEMPLATE

STATEMENT OF WORK NO. [____]

Effective Date: [__/__/____]

Reference Agreement: Professional Services Agreement dated [__/__/____]

1. PROJECT DESCRIPTION

[________________________________]

2. SERVICES

Task	Description	Assigned Personnel
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]

3. DELIVERABLES

Deliverable	Description	Due Date	Acceptance Criteria
[________________________________]	[________________________________]	[__/__/____]	[________________________________]
[________________________________]	[________________________________]	[__/__/____]	[________________________________]

4. TIMELINE AND MILESTONES

Milestone	Description	Target Date
Project Kickoff	[________________________________]	[__/__/____]
[________________________________]	[________________________________]	[__/__/____]
Project Completion	[________________________________]	[__/__/____]

5. FEES

Fee Structure: ☐ Fixed ☐ Time & Materials ☐ Milestone ☐ Other: [________________________________]

Total Estimated Fees: $[________________________________]

Payment Schedule:

Trigger	Amount
Upon execution	$[________________________________]
[________________________________]	$[________________________________]
Upon completion and acceptance	$[________________________________]

6. CLIENT RESPONSIBILITIES

☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

7. ASSUMPTIONS AND DEPENDENCIES

[________________________________]

8. PROJECT-SPECIFIC TERMS

[________________________________]

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AGREED AND ACCEPTED:

PROVIDER	CLIENT
Signature: _________________________________	Signature: _________________________________
Name: [________________________________]	Name: [________________________________]
Title: [________________________________]	Title: [________________________________]
Date: [__/__/____]	Date: [__/__/____]

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties have executed this Professional Services Agreement as of the date first written above.

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SERVICE PROVIDER:

[________________________________]

Field	Signature / Information
Signature	_________________________________
Print Name	[________________________________]
Title	[________________________________]
Date	[__/__/____]

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CLIENT:

[________________________________]

Field	Signature / Information
Signature	_________________________________
Print Name	[________________________________]
Title	[________________________________]
Date	[__/__/____]

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DELAWARE-SPECIFIC NOTES

1. Premier Corporate Law Jurisdiction. Delaware is the state of incorporation for more than 60% of Fortune 500 companies and the majority of publicly traded U.S. corporations. The Delaware General Corporation Law (Title 8 of the Delaware Code) provides the most developed body of corporate law in the nation. If either party is a Delaware corporation, the DGCL governs internal corporate affairs, board authority, and corporate formalities related to entering into this Agreement.

2. Court of Chancery — Unmatched Business Dispute Expertise. The Delaware Court of Chancery, a dedicated equity court established in 1792, has no jury and is staffed by judges with deep expertise in business and commercial litigation. For disputes involving injunctive relief, specific performance, fiduciary duties, trade secret protection, or non-compete enforcement, the Court of Chancery provides faster, more predictable resolution than general-jurisdiction courts in other states.

3. Three-Year Statute of Limitations — Shorter Than Most States. Delaware's default three-year SOL for contract claims (10 Del. C. § 8106) is meaningfully shorter than the four- to six-year periods in neighboring states (PA: 4 years; NJ: 6 years; MD: 3 years; NY: 6 years). For contracts involving $100,000 or more, consider using § 8106(c) to contractually extend the limitations period up to 20 years.

4. 6 Del. C. § 2708 — Contractual Choice of Delaware Law. Delaware enacted § 2708 specifically to encourage parties to choose Delaware law. For agreements involving $100,000+ in consideration, the selection of Delaware law is enforceable even if neither party is a Delaware entity and the agreement has no other connection to the state. This is a uniquely permissive statute.

5. Non-Compete Enforcement — Strict Scrutiny with No Blue Penciling. Following the 2025 Court of Chancery decisions in North American Fire and Payscale, and the December 2025 HKA ruling, Delaware courts will not reform overbroad non-competes. Draft conservatively: narrow geographic scope, limited duration (typically 12-24 months), and clear articulation of the legitimate business interest being protected. Ensure consideration is more than "vanishingly small."

6. Delaware Has No Sales Tax. Delaware is one of five states with no sales tax. This may provide cost advantages for services agreements where the work is performed and delivered entirely within Delaware. However, if services are delivered to clients in taxing jurisdictions, those jurisdictions' tax rules may apply.

7. Delaware Personal Data Privacy Act (DPDPA) — Effective January 1, 2025. The DPDPA applies to businesses meeting specified thresholds and imposes comprehensive data processing obligations. Service providers acting as "processors" must comply with documented instructions, assist with consumer rights requests, and maintain appropriate security measures. The 35,000-consumer threshold (or 10,000 with 20%+ revenue from data sales) is lower than some peer state privacy laws.

8. Delaware Division of Professional Regulation (DDPR). The DDPR regulates over 30 professions including accountants, architects, engineers, real estate professionals, and various healthcare providers. Verify that Provider's professional license is current and in good standing before execution. The DDPR can be reached at (302) 744-4500.

9. Delaware Uniform Trade Secrets Act — Exemplary Damages. The DUTSA (6 Del. C. §§ 2001-2007) provides for exemplary damages up to 2x compensatory damages for willful and malicious misappropriation, plus attorney's fees. This makes robust confidentiality and trade secret provisions particularly enforceable in Delaware.

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Sources and References

• 6 Del. C. § 2708 — Choice of Delaware Law: https://delcode.delaware.gov/title6/c027/index.html
• 10 Del. C. § 8106 — Statute of Limitations for Contract Claims: https://law.justia.com/codes/delaware/title-10/chapter-81/section-8106/
• 6 Del. C. §§ 2001–2007 — Delaware Uniform Trade Secrets Act: https://delcode.delaware.gov/title6/c020/index.html
• 6 Del. C. Ch. 12D — Delaware Personal Data Privacy Act
• 8 Del. C. — Delaware General Corporation Law: https://delcode.delaware.gov/title8/
• 8 Del. C. Chapter 6 — Professional Corporations
• Delaware Court of Chancery: https://courts.delaware.gov/chancery/
• Delaware Division of Professional Regulation: https://dpr.delaware.gov/
• ABA Business Law Today — "Covenants Not to Compete: The Current State of Delaware Law" (Oct. 2024)
• Foley & Lardner — "Complying With Recent Guidance From Delaware Courts Regarding Enforcement of Noncompetes" (Jan. 2025)

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This template is for informational purposes only and does not constitute legal advice. Contract law and professional services regulations are subject to change. Verify all citations and current requirements with a licensed Delaware attorney before use.