Professional Services Agreement — Kansas

PROFESSIONAL SERVICES AGREEMENT

State of Kansas

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Agreement Date: [__/__/____]

Agreement Number: [________________________________]

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PARTIES

SERVICE PROVIDER ("Provider"):

Field	Information
Legal Name	[________________________________]
Entity Type	☐ Corporation ☐ LLC ☐ LLP ☐ Sole Proprietorship ☐ Partnership
State of Formation	[________________________________]
Principal Address	[________________________________]
Kansas Registered Agent	[________________________________]
Tax ID (EIN)	[________________________________]
Contact Person	[________________________________]
Email	[________________________________]
Phone	[________________________________]
Professional License(s)	[________________________________]

CLIENT ("Client"):

Field	Information
Legal Name	[________________________________]
Entity Type	☐ Corporation ☐ LLC ☐ Partnership ☐ Individual
State of Formation	[________________________________]
Principal Address	[________________________________]
Billing Address	[________________________________]
Tax ID (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 engage Provider to perform certain professional services as described herein;

WHEREAS, Provider desires to be engaged by Client under the terms and conditions of this Agreement;

WHEREAS, the Parties intend that their relationship be governed by Kansas law, and acknowledge that Kansas is a right-to-work state under Article 15, Section 12 of the Kansas Constitution, and that the independent contractor relationship established herein is distinct from employment;

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

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ARTICLE 1: DEFINITIONS

1.1 "Applicable Law" means all federal, state, and local laws applicable to the Services or either Party's obligations, including the Kansas Statutes Annotated, the Kansas Consumer Protection Act (K.S.A. § 50-623 et seq.), the Kansas Uniform Trade Secrets Act (K.S.A. § 60-3320 et seq.), the Kansas Protection of Consumer Information Act (K.S.A. § 50-7a01 et seq.), and the Kansas Restraint of Trade Act (K.S.A. § 50-101 et seq.).

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

1.3 "Change Order" means a written document signed by both Parties that modifies a Statement of Work.

1.4 "Confidential Information" means any information or data with commercial value or utility to the disclosing Party, including trade secrets, technical data, know-how, customer lists, financial information, and business strategies. See Section 7.4 for the intersection with the Kansas Uniform Trade Secrets Act.

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

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

1.7 "Fees" means all compensation payable to Provider as set forth in Article 4.

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 other project-specific terms, substantially in the form of Exhibit A.

1.12 "Term" has the meaning set forth in Section 13.1.

1.13 "Trade Secret" has the meaning defined in the Kansas Uniform Trade Secrets Act, K.S.A. § 60-3320(4): information, including a formula, pattern, compilation, program, device, method, technique, or process, that (i) derives independent economic value from not being generally known to or readily ascertainable by proper means by persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts reasonable under the circumstances to maintain its secrecy.

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

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ARTICLE 2: SCOPE OF SERVICES

2.1 Description of Services

Provider agrees to perform the following professional services:

[________________________________]

Alternatively, Provider shall perform Services as described in one or more Statements of Work executed by both Parties. Each SOW shall include at minimum:

☐ Description of Services to be performed
☐ Deliverables and acceptance criteria
☐ Timeline and milestones
☐ Fees and payment schedule
☐ Project-specific terms
☐ Client responsibilities and dependencies

2.2 Standard of Performance

Provider shall perform all Services:

(a) In a professional, workmanlike manner consistent with industry standards applicable to the professional services being provided;

(b) Using Personnel with appropriate qualifications and professional licensure as required by the applicable Kansas licensing authority (including, where relevant, the Kansas Board of Healing Arts, Kansas Board of Accountancy, Kansas Board of Technical Professions, Kansas Real Estate Commission, or Kansas Supreme Court Office of Judicial Administration for attorneys);

(c) In compliance with all Applicable Laws, including Kansas professional licensing requirements;

(d) In accordance with the specifications and timelines 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 Licensing

(a) If the Services require professional licensing in Kansas, Provider warrants that Provider and all Personnel hold required licenses in good standing.

(b) Provider shall perform Services in accordance with applicable professional conduct and ethics standards governing Provider's profession in Kansas.

2.4 Key Personnel

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

Provider shall not substitute Key Personnel without Client's prior written consent.

2.5 Subcontracting

Provider shall not subcontract any Services without Client's prior written consent. Provider remains fully responsible for all subcontracted work.

2.6 Client Responsibilities

Client shall:

(a) Provide timely access to information, materials, facilities, and personnel reasonably necessary for performance;
(b) Designate a representative with decision-making authority;
(c) Review and approve or provide feedback on Deliverables within [____] Business Days;
(d) Perform all Client responsibilities identified in each SOW;
(e) Notify Provider promptly of changes affecting the Services.

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ARTICLE 3: DELIVERABLES AND ACCEPTANCE

3.1 Delivery

Provider shall deliver all Deliverables in accordance with each applicable SOW.

3.2 Acceptance Process

(a) Client has [____] Business Days (the "Review Period") to accept or provide written rejection specifying deficiencies.

(b) Provider shall correct deficiencies and redeliver within [____] Business Days. Client then has [____] additional Business Days to accept or reject.

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

3.3 Acceptance Criteria

Deliverables shall be accepted if they:

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

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ARTICLE 4: FEES AND PAYMENT

4.1 Fee Structure

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

☐ Time and Materials:

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

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

☐ Milestone-Based: Payable upon achievement of milestones per SOW.

☐ Other: [________________________________]

4.2 Expenses

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

(b) Reimbursable expenses (pre-approved):
☐ Travel (coach airfare, standard hotel, rental car, per diem)
☐ Third-party fees (filing fees, specialized equipment)
☐ Other: [________________________________]

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

(d) Reimbursable expenses must be supported by itemized receipts.

4.3 Invoicing

Provider shall submit invoices [________________________________] to:

Item	Details
Billing Contact	[________________________________]
Email	[________________________________]
Address	[________________________________]

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

4.4 Payment Terms and Kansas Interest Rates

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

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

(c) Late Payment Interest — Kansas Statutory Framework:

Under K.S.A. § 16-201, the legal rate of interest in Kansas (applicable when no rate is agreed) is ten percent (10%) per annum. Under K.S.A. § 16-207, the maximum contractual rate is fifteen percent (15%) per annum for most transactions, with exceptions for certain supervised loans under the Kansas Uniform Consumer Credit Code (K.S.A. § 16a-1-101 et seq.).

The agreed late-payment rate under this Agreement shall be [____]% per annum (not to exceed 15%).

(d) Disputed Amounts: Client shall pay undisputed amounts when due, provide written notice of disputes within [____] days specifying reasons, and work in good faith to resolve. Resolved amounts paid within [____] days.

4.5 Kansas Sales Tax

Kansas imposes a 6.5% state retail sales tax plus applicable local sales taxes. Most professional services are exempt from Kansas sales tax under K.S.A. § 79-3603, but the parties should confirm the applicable treatment for the specific services contemplated. If Client is tax-exempt, Client shall provide a valid Kansas Exemption Certificate (Form ST-28).

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: INDEPENDENT CONTRACTOR STATUS

5.1 Independent Contractor Relationship

Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client.

5.2 Kansas Classification Tests

Kansas courts use a multi-factor control test to distinguish independent contractors from employees. The primary factor is whether the putative employer has the right to control the manner and means by which the work is performed. Additional factors Kansas courts consider include: (a) whether the worker operates an independent business; (b) whether the worker provides their own tools and equipment; (c) the method of compensation (per-project vs. hourly wage); (d) whether the worker offers services to the general public; (e) whether the worker can hire and fire their own helpers; and (f) the degree of skill required.

The Parties intend and acknowledge that this relationship satisfies the Kansas independent contractor tests:

(a) Control: Client controls desired results but not the manner, means, or methods of performance;
(b) Specialized Skill: The Services require professional expertise that Provider possesses independently;
(c) Tools and Equipment: Provider furnishes its own;
(d) Location: Provider determines work location unless the Services inherently require on-site performance;
(e) Compensation: Provider is compensated per project, milestone, or fee structure — not by hourly wage;
(f) Multiple Clients: Provider is free to serve other clients during the Term;
(g) Independent Business: Provider maintains its own business registration, insurance, and licenses.

5.3 Kansas Right-to-Work

Kansas has been a right-to-work state since 1958 under Article 15, Section 12 of the Kansas Constitution, which prohibits requiring membership in or payment to a labor organization as a condition of employment. While this provision primarily applies to employment relationships, the Parties acknowledge that Provider, as an independent contractor, is not subject to union membership, collective bargaining, or similar requirements.

5.4 Tax Responsibilities

Provider is solely responsible for all federal and Kansas state income taxes, self-employment taxes, Kansas withholding, unemployment insurance, and workers' compensation. Client will not withhold taxes or provide employment benefits.

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ARTICLE 6: INTELLECTUAL PROPERTY

6.1 Work Product Ownership

☐ OPTION A — CLIENT OWNERSHIP (Work-for-Hire):

All Work Product created specifically for Client shall be Client's sole property. To the extent any Work Product does not qualify as "work made for hire" under 17 U.S.C. § 101, Provider irrevocably assigns all right, title, and interest to Client. Provider shall execute documents necessary to perfect Client's rights and waives moral rights to the fullest extent permitted.

☐ OPTION B — PROVIDER RETAINS OWNERSHIP WITH LICENSE:

Provider retains all rights in Work Product and grants Client a [☐ non-exclusive / ☐ exclusive], perpetual, worldwide, royalty-free license to use, copy, modify, and create derivative works for Client's business purposes.

☐ OPTION C — JOINT OWNERSHIP:

The Parties jointly own all Work Product with equal, undivided interests. Neither Party must account to the other for exploitation.

6.2 Pre-Existing Materials

Provider retains all rights in materials developed prior to or independently of this Agreement ("Provider Materials"). 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.

6.3 Third-Party Materials

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

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ARTICLE 7: CONFIDENTIALITY

7.1 Obligations

Each Party shall:

(a) Hold all Confidential Information in strict confidence;
(b) Use it solely for purposes of this Agreement;
(c) Not disclose it to third parties without prior written consent;
(d) Protect it with at least the same care used for its own confidential information, but no less than reasonable care;
(e) Limit access to Personnel with a need to know who are bound by equivalent confidentiality obligations.

7.2 Exceptions

Confidential Information does not include information that: (a) is publicly available through no fault of the receiving Party; (b) was already in the receiving Party's possession; (c) is lawfully obtained from a third party; or (d) is independently developed without reference to the disclosing Party's information.

7.3 Permitted Disclosures

A Party may disclose Confidential Information to attorneys, accountants, and professional advisors under professional duties of confidentiality, or as required by law or court order (with prompt notice and cooperation in seeking protective orders).

7.4 Kansas Uniform Trade Secrets Act — K.S.A. § 60-3320 et seq.

Where Confidential Information constitutes a "Trade Secret" under the Kansas UTSA (adopted in 1981), it is entitled to all protections available under that Act:

(a) Injunctive Relief — K.S.A. § 60-3321: Actual or threatened misappropriation may be enjoined. Kansas courts must preserve trade secret confidentiality through protective orders, in-camera hearings, sealed records, and non-disclosure orders.

(b) Compensatory Damages — K.S.A. § 60-3322(a): Recovery for actual loss and unjust enrichment caused by misappropriation.

(c) Exemplary Damages — K.S.A. § 60-3322(b): For willful and malicious misappropriation, exemplary damages not exceeding twice (2x) the compensatory award.

(d) Attorney Fees — K.S.A. § 60-3323: Reasonable attorney fees may be awarded if: (i) a misappropriation claim is made in bad faith; (ii) a motion to terminate an injunction is made or resisted in bad faith; or (iii) willful and malicious misappropriation exists.

(e) Statute of Limitations — K.S.A. § 60-3325: Three (3) years after the misappropriation is discovered or should have been discovered through reasonable diligence.

7.5 Return of Confidential Information

Upon termination or request, the receiving Party shall promptly return or destroy all Confidential Information and certify such action, except for one archival copy for legal compliance and information in automated backup systems (subject to ongoing confidentiality).

7.6 Duration

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

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ARTICLE 8: RESTRICTIVE COVENANTS — KANSAS COMMON LAW FRAMEWORK

8.1 Kansas Non-Competition Law — Common Law Reasonableness Standard

Kansas has no statute specifically governing non-compete agreements. Enforceability is determined entirely under common law, applying a reasonableness test developed through Kansas case law. The seminal standard was articulated in Eastern Distribution Co. v. Flynn, 222 Kan. 666 (1977), and subsequent decisions.

Under Kansas common law, a non-compete covenant is enforceable only if it is:

1. Ancillary to a valid contract or transaction (such as an employment, services, or business-sale agreement);
2. Supported by adequate consideration (new employment, continued employment in an at-will state, or independent contractor engagement);
3. Reasonable in scope, assessed by three factors:
   - Duration — Not longer than necessary to protect the legitimate interest;
   - Geographic area — Limited to the territory where the restricted party operated or had influence;
   - Activity restricted — Narrowly tailored to the specific competitive activity, not a blanket prohibition;
4. Not injurious to the public welfare; and
5. Not unduly burdensome on the restricted party.

8.2 Kansas Blue-Pencil Doctrine

Kansas courts will blue-pencil (reform) overbroad non-compete covenants rather than void them entirely. If a court finds the duration too long, the geographic scope too broad, or the activity restriction too expansive, the court may modify the covenant to make it reasonable and enforce it as modified. This judicial reformation power makes Kansas more enforcement-friendly than states that follow the "all-or-nothing" approach to non-competes.

Key case law:

• Eastern Distribution Co. v. Flynn, 222 Kan. 666 (1977) — established Kansas reasonableness factors
• Idbeis v. Wichita Surgical Specialists, P.A., 285 Kan. 485 (2007) — physician non-compete upheld; reformation applied
• Puritan-Bennett Corp. v. Richter, 235 Kan. 251 (1984) — court reformed overbroad covenant

8.3 Non-Competition Covenant

☐ OPTION A — NON-COMPETE INCLUDED:

During the Term and for [____] months after termination (the "Restricted Period"), Provider shall not directly or indirectly engage in [________________________________] within [________________________________] (the "Restricted Area").

Kansas reasonableness confirmation:
(a) This covenant protects Client's legitimate business interests in: ☐ Trade secrets ☐ Customer relationships ☐ Goodwill ☐ Specialized training provided by Client
(b) The Restricted Period of [____] months is reasonable for the interests protected
(c) The Restricted Area is limited to territory where Provider performed Services or had material contact with Client's customers
(d) The activity restriction is narrowly tailored to competitive services, not all professional activities
(e) The covenant does not impose undue hardship or injure public welfare

☐ OPTION B — NO NON-COMPETE:

No non-competition restriction applies under this Agreement.

8.4 Non-Solicitation Covenant

During the Term and for [____] months after termination, Provider shall not:

(a) Solicit, recruit, or hire any employee of Client with whom Provider had material contact during the Term;

(b) Solicit or induce any customer or client of Client with whom Provider had material contact during the Term to terminate or reduce their business relationship with Client.

8.5 Remedies for Breach of Restrictive Covenants

In the event of breach or threatened breach of this Article, Client may seek injunctive relief (including temporary restraining orders and preliminary injunctions under K.S.A. § 60-903), actual damages, and any other remedies available at law or in equity. Provider agrees that monetary damages alone would not adequately compensate Client.

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ARTICLE 9: DATA PROTECTION — KANSAS LAW

9.1 Kansas Protection of Consumer Information Act — K.S.A. § 50-7a01 et seq.

To the extent Provider processes, stores, or accesses personal information of Kansas residents (as defined in K.S.A. § 50-7a01), Provider shall:

(a) Implement and maintain reasonable security measures to protect personal information from unauthorized access, acquisition, use, or disclosure;

(b) In the event of a security breach (as defined in K.S.A. § 50-7a01(h)), notify Client within [____] hours of discovery;

(c) Cooperate with Client in providing notice to affected Kansas consumers in the most expedient time possible and without unreasonable delay as required by K.S.A. § 50-7a02(a);

(d) If the breach affects more than 1,000 Kansas residents, cooperate in providing notice to nationwide consumer reporting agencies regarding the timing, distribution, and content of notifications (K.S.A. § 50-7a02(e));

(e) Acknowledge that the Kansas Attorney General has enforcement authority over data breach notification under K.S.A. § 50-7a02.

9.2 Data Security Measures

Provider shall maintain administrative, technical, and physical safeguards including:

(a) Encryption during transmission and at rest;
(b) Access controls limited to authorized Personnel;
(c) Regular security assessments;
(d) Secure disposal of data no longer needed.

9.3 Kansas Privacy Landscape

As of the date of this Agreement, Kansas has not enacted a comprehensive consumer data privacy statute comparable to the CCPA, VCDPA, or CPA. However, Provider shall comply with all applicable federal privacy laws (including GLBA, HIPAA, and sector-specific regulations) and the Kansas Consumer Protection Act (K.S.A. § 50-623 et seq.) to the extent it governs data-handling practices.

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ARTICLE 10: REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations

Each Party represents and warrants that:

(a) It is duly organized, validly existing, and in good standing;
(b) It has full authority to enter into and perform this Agreement;
(c) Execution does not violate any law or agreement to which it is bound;
(d) This Agreement is a legal, valid, and binding obligation.

10.2 Provider Warranties

Provider represents and warrants that:

(a) Provider and all Personnel hold required Kansas licenses and certifications;
(b) Services will be performed in a professional and workmanlike manner;
(c) Work Product will be original or properly licensed;
(d) Work Product will not infringe third-party IP rights;
(e) Provider will comply with all Applicable Laws, including the KCPA (K.S.A. § 50-623 et seq.);
(f) No pending or threatened litigation or regulatory proceeding materially affects Provider's ability to perform.

10.3 Client Warranties

Client represents and warrants that: (a) Client has rights in all Client-provided materials; (b) Client's use of Services and Deliverables will not violate Applicable Law.

10.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

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ARTICLE 11: INDEMNIFICATION

11.1 Provider Indemnification

Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, and successors from third-party claims arising from:

(a) Provider's breach of this Agreement;
(b) Provider's gross negligence or willful misconduct;
(c) IP infringement by Services or Deliverables (except claims from Client Materials or Client's modifications);
(d) Injury to persons or property by Provider or its Personnel;
(e) Provider's violation of Applicable Law;
(f) Claims by Provider's Personnel asserting employment with Client.

11.2 Client Indemnification

Client shall indemnify, defend, and hold harmless Provider from third-party claims arising from:

(a) Client's breach of this Agreement;
(b) Client's gross negligence or willful misconduct;
(c) IP infringement by Client Materials;
(d) Client's violation of Applicable Law.

11.3 Procedures

(a) Notice: Prompt notice required; failure does not relieve obligation unless materially prejudicial.
(b) Defense: Indemnifying Party controls the defense.
(c) Settlement: No settlement requiring admission of liability or imposing obligations on the indemnified Party without written consent.
(d) Cooperation: Indemnified Party shall reasonably cooperate.

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ARTICLE 12: LIMITATION OF LIABILITY

12.1 Consequential Damages Exclusion

EXCEPT FOR INDEMNIFICATION (ARTICLE 11), CONFIDENTIALITY BREACH (ARTICLE 7), 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.

12.2 Liability Cap

EXCEPT FOR INDEMNIFICATION (ARTICLE 11), CONFIDENTIALITY BREACH (ARTICLE 7), IP INDEMNIFICATION (SECTION 11.1(c)), OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED:

☐ Total Fees paid or payable during the [____]-month period preceding the event; OR
☐ $[________________________________]; OR
☐ Other: [________________________________]

12.3 Essential Basis of Bargain

These limitations are an essential element of the Parties' bargain and allocate risk. Fees reflect this allocation.

12.4 Kansas Statute of Limitations

Claims under this Agreement must be brought within the applicable Kansas limitations period. For written contracts, the statute of limitations is five (5) years under K.S.A. § 60-511(1). For oral contracts, the limitation is three (3) years under K.S.A. § 60-512(1). For fraud, the limitation is two (2) years under K.S.A. § 60-513(a)(3).

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ARTICLE 13: TERM AND TERMINATION

13.1 Term

This Agreement commences on the Effective Date and continues for an initial term of [________________________________] (the "Initial Term"). Thereafter, it automatically renews for successive [________________________________] periods unless either Party provides [____] days' prior written notice of non-renewal.

13.2 Termination for Convenience

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

13.3 Termination for Cause

Either Party may terminate immediately upon written notice if:

(a) Material breach uncured within [____] days after written notice;
(b) Insolvency, assignment for creditors' benefit, or bankruptcy filing;
(c) Cessation of business operations;
(d) Suspension, revocation, or impairment of Provider's professional license by a Kansas licensing authority.

13.4 Effect of Termination

Upon termination:

(a) Client pays for Services satisfactorily performed through termination, non-cancelable expenses, and (if terminated for convenience) reasonable wind-down costs;
(b) Provider delivers all completed or partially completed Work Product for which Client has paid;
(c) Parties comply with Section 7.5 (return of Confidential Information);
(d) All outstanding SOWs terminate unless otherwise agreed.

13.5 Survival

Articles 1 (Definitions), 6 (IP), 7 (Confidentiality), 8 (Restrictive Covenants), 10 (Warranties), 11 (Indemnification), 12 (Limitation of Liability), 14 (Dispute Resolution), and 15 (General Provisions) survive termination.

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ARTICLE 14: DISPUTE RESOLUTION

14.1 Governing Law

This Agreement is governed by the laws of the State of Kansas without regard to conflict-of-laws principles.

14.2 Informal Resolution

The Parties shall first attempt good-faith informal resolution. A Party initiates by written notice describing the dispute. If unresolved within [____] days, formal proceedings may commence.

14.3 Mediation

If informal resolution fails, the Parties agree to non-binding mediation before a mutually agreed mediator in [________________________________], Kansas, before initiating arbitration or litigation. Mediation costs shared equally.

14.4 Dispute Resolution Method

☐ OPTION A — ARBITRATION:

Disputes not resolved through negotiation or mediation shall be settled by binding arbitration administered by [________________________________] under its [________________________________] Rules. Arbitration shall be conducted by [____] arbitrator(s) in [________________________________], Kansas. The Kansas Uniform Arbitration Act (K.S.A. § 5-401 et seq.) governs.

☐ OPTION B — LITIGATION:

Disputes shall be resolved exclusively in the state or federal courts in [________________________________] County, Kansas. Each Party submits to exclusive jurisdiction and waives venue objections.

14.5 Jury Trial — Kansas Constitutional Protections

IMPORTANT: The Kansas Constitution, Bill of Rights, Section 5, declares that "the right of trial by jury shall be inviolate." Kansas courts have consistently held that contractual jury waivers are not enforceable under Kansas law. See In re Universal Fin. Corp., 760 F.2d 1034 (10th Cir. 1985) (applying Kansas law); K.S.A. § 60-238 (preserving jury right).

☐ OPTION A — ATTEMPTED JURY WAIVER (with caveat):

EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY. Caveat: This provision may not be enforceable under Kansas law. If unenforceable, the remaining Agreement provisions are unaffected. Parties seeking to avoid jury trials should strongly consider arbitration (Option A above).

☐ OPTION B — NO JURY WAIVER (Recommended for Kansas):

Given Kansas constitutional protections, the Parties do not waive the right to trial by jury. Parties retain all jury trial rights under the Kansas Bill of Rights, Section 5.

14.6 Injunctive Relief

Either Party may seek injunctive or equitable relief in any court of competent jurisdiction to protect Confidential Information, Trade Secrets, or IP Rights, without posting bond or proving actual damages.

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ARTICLE 15: GENERAL PROVISIONS

15.1 Entire Agreement

This Agreement (including Exhibits and SOWs) constitutes the entire agreement and supersedes all prior agreements and understandings.

15.2 Amendments

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

15.3 Waiver

No waiver is effective unless in writing. Failure to enforce a right is not a waiver.

15.4 Severability

If any provision is held invalid under Kansas law, the remaining provisions continue in full force. The Parties shall negotiate a valid replacement that achieves the original intent.

15.5 Assignment

Neither Party may assign without the other's written consent, except to an affiliate or in connection with a merger, acquisition, or asset sale. Unauthorized assignments are void.

15.6 Notices

All notices shall be in writing and deemed given when: (a) personally delivered; (b) sent by confirmed email; (c) one Business Day after overnight courier deposit; or (d) three Business Days after certified mail, return receipt requested.

15.7 Force Majeure

Neither Party is liable for delays due to causes beyond reasonable control, including acts of God, severe weather events common in Kansas (tornadoes, ice storms, flooding, hail), war, terrorism, labor disputes, government actions, epidemics, or infrastructure failures. The affected Party shall provide prompt notice and mitigate effects.

15.8 No Publicity

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

15.9 No Third-Party Beneficiaries

This Agreement benefits only the Parties and their permitted successors and assigns.

15.10 Electronic Signatures — Kansas UETA

Pursuant to the Kansas Uniform Electronic Transactions Act (K.S.A. § 16-1601 et seq.), electronic signatures have the same legal effect as original ink signatures.

15.11 Interpretation

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

15.12 Insurance

Provider shall maintain during the Term:

☐ Commercial General Liability: $[________________________________] per occurrence / $[________________________________] aggregate
☐ Professional Liability / E&O: $[________________________________] per claim / $[________________________________] aggregate
☐ Workers' Compensation: Kansas statutory limits under the Kansas Workers Compensation Act (K.S.A. § 44-501 et seq.)
☐ Automobile Liability: $[________________________________] combined single limit (if applicable)

Provider shall furnish certificates of insurance upon request and name Client as additional insured where applicable.

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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

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

5. FEES

Structure: ☐ Fixed Fee ☐ Time and Materials ☐ Milestone ☐ Other

Estimated Total: $[________________________________]

Payment Trigger	Amount
Upon execution	$[________________________________]
[________________________________]	$[________________________________]
Upon completion	$[________________________________]

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:

[________________________________]

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

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CLIENT:

[________________________________]

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

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KANSAS-SPECIFIC NOTES

Non-Compete Enforcement — Common Law Only, With Blue-Pencil

Kansas is one of the states that has no statute specifically governing non-compete agreements. Enforceability is determined entirely under common law, applying the reasonableness factors from Eastern Distribution Co. v. Flynn, 222 Kan. 666 (1977). Critically, Kansas courts will blue-pencil (reform) overbroad covenants — modifying duration, geography, or scope to make them reasonable rather than voiding them entirely. This makes Kansas relatively enforcement-friendly for well-drafted restrictive covenants. However, practitioners should ensure covenants are as narrowly tailored as possible; courts are more likely to enforce covenants that require only minor judicial trimming.

Jury Waiver Non-Enforcement

Unlike most commercial-law states, Kansas generally does not enforce contractual jury waivers due to the strong protections in the Kansas Bill of Rights, Section 5. This is a critical drafting consideration — parties that want bench-trial-like proceedings should use a binding arbitration clause rather than relying on a jury waiver.

Right-to-Work State Since 1958

Kansas constitutionalized right-to-work protections in Article 15, Section 12, making it one of the earliest right-to-work states. While primarily relevant to employment/union contexts, this signals a generally business-friendly legal environment and reinforces the importance of clearly establishing independent contractor status.

Interest Rate Caps

Kansas law caps the default legal rate at 10% (K.S.A. § 16-201) and the maximum contractual rate at 15% (K.S.A. § 16-207). Late-payment provisions exceeding 15% are unenforceable as usurious.

Five-Year Written Contract SOL

The five-year statute of limitations for written contracts (K.S.A. § 60-511(1)) is longer than many states' four-year UCC limitation. However, oral contract claims are subject to a shorter three-year period (K.S.A. § 60-512(1)), making written agreements strongly preferable.

Kansas UTSA — 2x Exemplary Damages

The Kansas Uniform Trade Secrets Act allows exemplary damages up to twice the compensatory award for willful and malicious misappropriation (K.S.A. § 60-3322(b)), plus attorney fees (K.S.A. § 60-3323). The three-year limitations period runs from discovery (K.S.A. § 60-3325).

No Comprehensive Privacy Law

Kansas has not enacted a comprehensive consumer data privacy statute. Data protection obligations arise primarily from the Kansas Protection of Consumer Information Act (breach notification) and sector-specific federal laws.

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Sources and References

1. K.S.A. § 60-511(1) — Five-year statute of limitations for written contracts
2. K.S.A. § 60-3320 et seq. — Kansas Uniform Trade Secrets Act
3. K.S.A. § 50-101 et seq. — Kansas Restraint of Trade Act
4. K.S.A. § 16-201 — Legal rate of interest (10% per annum)
5. K.S.A. § 16-207 — Maximum contractual interest rate (15% per annum)
6. K.S.A. § 50-623 et seq. — Kansas Consumer Protection Act
7. K.S.A. § 50-7a01 et seq. — Kansas Protection of Consumer Information Act (breach notification)
8. K.S.A. § 16-1601 et seq. — Kansas Uniform Electronic Transactions Act
9. K.S.A. § 44-501 et seq. — Kansas Workers Compensation Act
10. Kansas Constitution, Bill of Rights, § 5 — Right to trial by jury
11. Kansas Constitution, Art. 15, § 12 — Right to work
12. Eastern Distribution Co. v. Flynn, 222 Kan. 666 (1977) — Non-compete reasonableness test
13. Idbeis v. Wichita Surgical Specialists, P.A., 285 Kan. 485 (2007) — Non-compete reformation
14. Puritan-Bennett Corp. v. Richter, 235 Kan. 251 (1984) — Blue-pencil doctrine
15. Kansas Secretary of State — Business Entity Filings — https://www.sos.ks.gov/
16. Kansas Judicial Branch — District Court Filing — https://www.kscourts.org/

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This template is for informational purposes only and does not constitute legal advice. Kansas non-compete and trade secrets law are shaped by evolving case law; verify current requirements with a licensed Kansas attorney before use.