CONSULTING SERVICES AGREEMENT 
This Consulting Services Agreement (“Agreement”) is made between ___________________ with a mailing address of ___________________, City of  ___________________, State of ___________________ (“Client”)  
AND 
___________________ with a principal place of business at ___________________,  City of ___________________, State of ___________________ (“Consultant”). The  Client and Consultant shall be known collectively as the “Parties”. 
WHEREAS this Agreement shall be made effective on the ____ day of  ___________________, 20____. 
THE PARTIES AGREE AS FOLLOWS: 
1. Services to Be Performed 
Consultant agrees to perform the following services: ____________________________ ______________________________________________________________________ ____________________________________________________________ (“Services”) 
2. Payment 
In consideration for the Services to be performed by Consultant, Client agrees to pay  Consultant in the following manner: _________________________________________ ______________________________________________________________________ ______________________________________________________________________ 
Consultant shall be paid within a reasonable time after Consultant submits an invoice to  Client. The invoice should include the following: an invoice number, the dates covered  by the invoice, a summary of the work performed, and any other information or details in  accordance with this Agreement. 
3. Expenses (check one) 
☐ - Consultant shall be responsible for all expenses incurred while performing Services under this Agreement. This includes automobile, truck, and other travel expenses;  vehicle maintenance and repair costs; vehicle and other license fees and permits;  insurance premiums; road, fuel, and other taxes; fines; radio, pager, and cell phone  expenses; meals; and all salary, expenses, and other compensation paid to employees  or contract personnel the Consultant hires to complete the work under this Agreement.
Client’s Initials - _____ Consultant’s Initials - ______  
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☐ - Client shall reimburse Consultant within thirty (30) days after receipt of an itemized  statement for the following expenses that are attributable directly to the Services performed under this Agreement: ___________________________________________ ______________________________________________________________________ 
4. Vehicles and Equipment 
Consultant will furnish all vehicles, equipment, tools, and materials used to provide the  Services required by this Agreement. Client will not require Consultant to rent or  purchase any equipment, product, or service as a condition of entering into this  Agreement. 
5. Independent Contractor Status 
Consultant is an independent contractor, and neither Consultant nor Consultant’s employees or contract personnel are, or shall be deemed, Client's employees. In its  capacity as an independent contractor, Consultant agrees and represents, and Client  agrees, as follows: 
(check all that apply) 
☐ - Consultant has the right to perform Services for others during the term of this  Agreement. 
☐ - Consultant has the sole right to control and direct the means, manner, and method  by which the Services required by this Agreement will be performed. Consultant shall  select the routes taken, starting and quitting times, days of work, and order the work is  performed. 
☐ - Consultant has the right to hire assistants as subcontractors or to use employees to  provide the Services required by this Agreement. 
☐ - Neither Consultant nor Consultant’s employees or contract personnel shall be  required to wear any uniforms provided by Client. 
☐ - The Services required by this Agreement shall be performed by Consultant,  Consultant’s employees, or contract personnel, and Client shall not hire, supervise, or  pay any assistants to help Consultant. 
☐ - Neither Consultant nor Consultant’s employees or contract personnel shall receive  any training from Client in the professional skills necessary to perform the Services required by this Agreement.
Client’s Initials - _____ Consultant’s Initials - ______  
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☐ - Neither Consultant nor Consultant’s employees or contract personnel shall be  required by Client to devote full time to the performance of the Services required by this  Agreement.  
6. Business Licenses, Permits, and Certificates 
Consultant represents and warrants that Consultant and Consultant’s employees and  contract personnel will comply with all federal, state, and local laws requiring drivers and  other licenses, business permits, and certificates required to carry out the Services to  be performed under this Agreement. 
7. State and Federal Taxes 
Client shall not: Withhold FICA (Social Security and Medicare taxes) from Consultant’s  payments or make FICA payments on Consultant’s behalf; Make state or federal  unemployment compensation contributions on Consultant’s behalf; or Withhold state or  federal income tax from Consultant’s payments. 
Consultant shall pay all taxes incurred while performing Services under this  Agreement—including all applicable income taxes and, if Consultant is not a  corporation, self-employment (Social Security) taxes. Upon demand, Consultant shall  provide Client with proof that such payments have been made. 
8. Fringe Benefits 
Consultant understands that neither Consultant nor Consultant’s employees or contract  personnel are eligible to participate in any employee pension, health benefits, vacation  pay, sick pay, or other fringe benefit plan of Client. 
9. Unemployment Compensation 
Client shall make no state or federal unemployment compensation payments on behalf  of Consultant or Consultant’s employees or contract personnel. Consultant will not be  entitled to these benefits in connection with work or Services performed under this  Agreement. 
10. Workers' Compensation 
Client shall not obtain workers' compensation insurance on behalf of Consultant or  Consultant’s employees. If Consultant hires employees to perform any work under this  Agreement, Consultant will cover them with workers' compensation insurance to the  extent required by law and provide Client with a certificate of workers' compensation  insurance before the employees begin work. 
11. Insurance
Client’s Initials - _____ Consultant’s Initials - ______  
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Client shall not provide insurance coverage of any kind for Consultant or Consultant’s  employees or contract personnel. Consultant shall obtain the following insurance  coverage and maintain it during the entire term of this Agreement: 
(check all that apply) 
☐ - Automobile liability insurance for each vehicle used in the performance of this  Agreement -- including owned, non-owned (for example, owned by Consultant’s employees), leased, or hired vehicles -- in the minimum amount of  $___________________ combined single limit per occurrence for bodily injury and  property damage.  
☐ - Comprehensive or commercial general liability insurance coverage in the minimum  amount of $___________________ combined single limit, including coverage for bodily  injury, personal injury, broad form property damage, contractual liability, and cross liability. 
Before commencing any Services, Consultant shall provide Client with proof of this  insurance and with proof that Client has been made an additional insured under the  policies. 
12. Indemnification 
Consultant shall indemnify and hold Client harmless from any loss or liability arising  from performing Services under this Agreement. 
13. Term of Agreement 
This agreement will become effective on the Effective Date after being signed by both  parties and will terminate on the earlier of the date Consultant completes the Services required by this Agreement or the Client or Consultant terminates this Agreement in  accordance with Section 14. 
14. Terminating the Agreement 
With reasonable cause, either Client or Consultant may terminate this Agreement,  effective immediately upon giving written notice. Reasonable cause includes: A material  violation of this Agreement; Any act exposing the other party to liability to others for  personal injury or property damage; or Either party terminating this Agreement at any  time by giving ____ days' written notice to the other party of the intent to terminate. 
15. Exclusive Agreement 
This is the entire Agreement between Consultant and Client.
Client’s Initials - _____ Consultant’s Initials - ______  
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16. Modifying the Agreement 
This Agreement may be modified only in writing and signed by both parties. 17. Resolving Disputes (check one) 
☐ - If a dispute arises under this Agreement, any party may take the matter to  ___________________ state court, jurisdiction of the county of  
___________________; or 
☐ - If a dispute arises under this Agreement, the parties agree to first try to resolve the  dispute with the help of a mutually agreed-upon mediator in ___________________ County, State of ___________________. Any costs and fees other than attorney fees  associated with the mediation shall be shared equally by the parties. If it proves  impossible to arrive at a mutually satisfactory solution through mediation, the parties  agree to submit the dispute to a mutually agreed-upon arbitrator in  ___________________ County, State of ___________________. Judgment upon the  award rendered by the arbitrator may be entered in any court having jurisdiction to do  so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator. 
18. Confidentiality 
Consultant acknowledges that it will be necessary for Client to disclose certain  confidential and proprietary information to Consultant in order for Consultant to perform  duties under this Agreement. Consultant acknowledges that disclosure to a third party  or misuse of this proprietary or confidential information would irreparably harm Client.  Accordingly, Consultant will not disclose or use, either during or after the term of this  Agreement, any proprietary or confidential information of Client without Client's prior  written permission except to the extent necessary to perform Services on Client's  behalf.  
Proprietary or confidential information includes:  
The written, printed, graphic, or electronically recorded materials furnished by Client for  Consultant to use; Any written or tangible information stamped “confidential,”  “proprietary,” or with a similar legend, or any information that Client makes reasonable  efforts to maintain the secrecy of; Business or marketing plans or strategies, customer  lists, operating procedures, trade secrets, design formulas, know-how and processes,  computer programs and inventories, discoveries and improvements of any kind, sales  projections, and pricing information; Information belonging to customers and suppliers  of Client about whom Consultant gained knowledge as a result of Consultant’s Services to Client; and Other (if any): _______________________________________________
Client’s Initials - _____ Consultant’s Initials - ______  
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Upon termination of Consultant’s Services to Client, or at Client's request, Consultant shall deliver to Client all materials in Consultant’s possession relating to Client's  business. 
Consultant acknowledges that any breach or threatened breach of Section 18 of this  Agreement will result in irreparable harm to Client for which damages would be an  inadequate remedy. Therefore, Client shall be entitled to equitable relief, including an  injunction, in the event of such breach or threatened breach of Section 18 of this  Agreement. Such equitable relief shall be in addition to Client's rights and remedies  otherwise available at law. 
19. Proprietary Information.  
The product of all work performed under this Agreement (“Work Product”), including  without limitation all notes, reports, documentation, drawings, computer programs,  inventions, creations, works, devices, models, works-in-progress, and deliverables will  be the sole property of the Client, and Consultant hereby assigns to the Client all right,  title, and interest therein, including, but not limited to, all audiovisual, literary, moral  rights and other copyrights, patent rights, trade secret rights, and other proprietary rights  therein. Consultant retains no right to use the Work Product and agrees not to challenge  the validity of the Client’s ownership in the Work Product. 
Consultant hereby assigns to the Client all right, title, and interest in any and all  photographic images and videos or audio recordings made by the Client during  Consultant’s work for them, including, but not limited to, any royalties, proceeds, or  other benefits derived from such photographs or recordings.  
The Client will be entitled to use Consultant’s name and/or likeness use in advertising  and other materials. 
20. No Partnership 
This Agreement does not create a partnership relationship. Consultant does not have  authority to enter into contracts on Client's behalf. 
21. Assignment and Delegation (check one) 
☐ - Either Consultant or Client may assign rights and may delegate duties under this  Agreement. 
☐ - Consultant may not assign or subcontract any rights or delegate any of its duties  under this Agreement without Client's prior written approval. 
22. Applicable Law
Client’s Initials - _____ Consultant’s Initials - ______  
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This Agreement shall be governed under the laws in the State of 
___________________, without giving effect to conflict of laws principles. 23. Attachments. (check one) 
☐ - There are no additional attachments or addendums to this Agreement. 
☐ - There are additional attachments or addendums to this Agreement described as:  ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ 
24. Signature Area 
Client’s Signature __________________________ Date ____________________ Print Name ____________________ 
Consultant’s Signature __________________________ Date ____________________ Print Name ____________________ 
Name of Company ____________________ Title of Signer ____________________ Taxpayer ID Number (EIN) ____________________
Client’s Initials - _____ Consultant’s Initials - ______  
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