Free Consulting Agreement Template

CONSULTING AGREEMENT

Independent Consulting Services Agreement · Governed By The Law Of The State Of California

This Consulting Agreement (this "Agreement") is entered into as of March 15, 2026 by and between NorthStar Retail Group, Inc. (tel. (415) 555-0190 · email contracts@northstarretail.com) ("Client") and Apex Digital Solutions, LLC (tel. (408) 555-0247 · email hello@apexdigital.io · Tax ID/EIN 84-2931057) ("Consultant"), an independent business entity. This Agreement shall be governed by the law of the State of California. In consideration of the mutual covenants set forth herein, the Parties agree as follows:

Consultant agrees to provide the following consulting services to Client (the "Services"): Full redesign and optimization of the Client’s e-commerce platform, including UX/UI audit, wireframing, front-end development, performance optimization, and inventory-system integration.

Deliverables: UX audit report
Interactive prototypes
Front-end codebase (React/Next.js)
Performance optimization report
Post-launch support documentation

The Services shall be performed remotely. Consultant shall perform the Services in a professional and workmanlike manner consistent with the standards customary in Consultant’s profession, and shall determine the method, details, and means of performing the Services subject to the results required by this Agreement.

In consideration for the Services, Client shall compensate Consultant as follows: a total fixed fee of $45,000.00 for the complete performance of the Services. Consultant shall submit invoices monthly, and all undisputed invoices shall be paid within thirty (30) days of invoice receipt (Net 30). Client shall reimburse Consultant for reasonable, pre-approved, out-of-pocket expenses supported by receipts, up to a total of $5,000.00 without prior written approval. Late payments shall accrue interest at 1.5% per month or the maximum rate permitted by the usury law of the State of California, whichever is less.

The Parties expressly intend that Consultant is an independent contractor and not an employee, partner, agent, or joint venturer of Client for any purpose, including federal and state taxation, wage-and-hour law, workers’ compensation, and unemployment insurance.

Federal Classification Standard. Consultant’s status is to be assessed under U.S. Department of Labor Independent Contractor Rule, 29 C.F.R. Part 795 (the 2024 six-factor "economic-reality" totality test) and the IRS common-law test, which weighs three categories of evidence — behavioral control, financial control, and the relationship of the parties (IRS Rev. Rul. 87-41, 20-factor analysis). The 2024 economic-reality rule (29 C.F.R. Part 795) is currently in effect, but on February 26, 2026 the DOL issued a Notice of Proposed Rulemaking (RIN 1235-AA46) to rescind it and restore the January 7, 2021 rule, which centers the analysis on control and entrepreneurial opportunity; the DOL has paused enforcement of the 2024 rule pending that rulemaking. The federal test is therefore in transition. Nothing in this Agreement waives the Fair Labor Standards Act (29 U.S.C. §201 et seq. (Fair Labor Standards Act)), which provides the backstop wage-and-hour framework.

State Classification Standard (California). This State applies the ABC test under Cal. Lab. Code §2775 (AB 5, codifying Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018)). California presumes a worker is an employee unless the hiring entity proves ALL three prongs of the ABC test: (A) the worker is free from the control and direction of the hirer in connection with the performance of the work, both under contract and in fact; (B) the worker performs work that is OUTSIDE the usual course of the hiring entity’s business; and (C) the worker is customarily engaged in an independently established trade, occupation, or business of the same nature as the work performed.

Exemptions. If the engagement falls within a statutory exemption — the bona fide business-to-business contracting exemption (Cal. Lab. Code §2776, 12 conditions), the professional-services exemption (§2778, e.g. marketing, HR administration, graphic design, grant writers, fine artists, freelance writers/editors/photographers, licensed estheticians/barbers/cosmetologists), or the licensed-professional and specified-occupation exemptions (§2783, e.g. physicians, dentists, lawyers, architects, engineers, accountants, securities broker-dealers, direct salespersons) — classification reverts to the multifactor Borello test (S.G. Borello and Sons, Inc. v. Dep’t of Industrial Relations, 48 Cal. 3d 341 (1989)). The Parties have evaluated whether the engagement qualifies for an exemption and, if so, agree that the multifactor test governs.

Misclassification Exposure. Willful misclassification carries a civil penalty of $5,000–$15,000 per violation, rising to $10,000–$25,000 per violation where a pattern or practice is found. On reclassification, the worker may also claim business-expense reimbursement under Cal. Lab. Code §2802. (Cal. Lab. Code §226.8).

Taxes and Benefits. Consultant is solely responsible for all federal, state, and local taxes on the compensation, including self-employment tax (IRC §§1401–1402 (self-employment tax; Schedule SE)). Client shall not withhold income, Social Security, or Medicare taxes; Client shall obtain a completed IRS Form W-9 and report payments on IRS Form 1099-NEC, required under IRC §6041A for non-employee compensation of $600 or more. Consultant is not entitled to any employee benefits (health insurance, retirement, paid leave, workers’ compensation, or unemployment benefits).

This Agreement commences on March 15, 2026 and continues until September 15, 2026, unless earlier terminated in accordance with its terms.

All work product, deliverables, inventions, and materials created by Consultant in performing the Services (the "Work Product") shall be the sole and exclusive property of Client. Consultant hereby irrevocably assigns to Client all right, title, and interest in the Work Product, including all intellectual property rights.

To the extent eligible, all copyrightable Work Product shall be a "work made for hire" under 17 U.S.C. §§101, 201(b) (work made for hire). To the extent any Work Product does not so qualify, Consultant assigns it to Client under 17 U.S.C. §204(a) (copyright) and 35 U.S.C. §261 (patent), and agrees to execute any further instruments needed to perfect Client’s ownership.

Pre-Existing IP. The following pre-existing tools, frameworks, and materials remain Consultant’s sole property and are excluded from any assignment: Apex Component Library (React UI framework), ApexAnalytics performance toolkit.

Statutory Invention Carve-Out (California). Notwithstanding the foregoing, the assignment does not extend to any invention that qualifies for protection under Cal. Lab. Code §2870. Invention assignment clauses do not extend to inventions developed entirely on the employee's own time, without using employer equipment, supplies, facilities, or trade-secret information, that do not relate to the employer's business or actual/demonstrably-anticipated RandD, and do not result from any work performed for the employer. Employers must provide §2872 written notice of these limitations.

Each Party shall hold the other’s Confidential Information in strict confidence, use it solely to perform this Agreement, and not disclose it to third parties without prior written consent. "Confidential Information" includes business plans, financial data, customer lists, trade secrets, technical data, and any information a reasonable person would understand to be confidential. Trade secrets receive the additional protection of the federal Defend Trade Secrets Act (18 U.S.C. §§1836–1839 (Defend Trade Secrets Act of 2016)) and the trade-secret law of the State of California.

DTSA Whistleblower Immunity Notice (18 U.S.C. §1833(b)(3)). An individual shall not be held criminally or civilly liable under any federal or state trade-secret law for disclosing a trade secret (A) in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or (B) in a sealed court filing.

This obligation survives termination for two (2) years.

During the term and for the restriction period specified below, Consultant shall not solicit Client’s clients, customers, employees, or contractors with whom Consultant had material contact during the engagement.

Scope: Clients and personnel with whom Consultant had material contact during the engagement.

State-Law Limitation (California). In this State, customer non-solicitation is generally limited to the protection of trade secrets and employee non-solicitation covenants are void (e.g., Edwards v. Arthur Andersen LLP, 44 Cal. 4th 937 (2008); AMN Healthcare, Inc. v. Aya Healthcare Servs., Inc., 28 Cal. App. 5th 923 (2018)). This Section shall be construed to prohibit only actual or threatened misappropriation of trade secrets.

Either Party may terminate this Agreement for convenience by providing thirty (30) days' written notice to the other Party.

Termination for Cause. Either Party may terminate immediately on written notice if the other Party materially breaches this Agreement and fails to cure within fifteen (15) days of written notice, becomes insolvent, or engages in fraud.

On termination, Consultant shall be paid for all Services performed and pre-approved expenses incurred through the termination date, and shall deliver all completed and in-progress Work Product to Client.

Each Party’s total aggregate liability arising out of this Agreement shall not exceed the total fees paid or payable to Consultant under this Agreement. Neither Party shall be liable for indirect, incidental, consequential, or punitive damages. These limitations do not apply to gross negligence, fraud, willful misconduct, indemnification obligations, or any matter for which limitation is barred under the law of the State of California (cf. Tunkl v. Regents of the University of California, 60 Cal. 2d 92 (1963)).

Each Party shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents from claims, damages, losses, and expenses (including reasonable attorney fees) arising from its own breach of this Agreement, negligence, willful misconduct, or violation of applicable law.

Consultant shall procure and maintain, at Consultant’s expense, adequate insurance throughout the term and for one (1) year thereafter.

Required Coverage: Professional liability / EandO insurance ($2,000,000 aggregate).

Consultant shall provide certificates of insurance on request, naming Client as an additional insured where applicable.

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, governed by the Federal Arbitration Act (9 U.S.C. §§1–16), seated in the State of California. Judgment on the award may be entered in any court of competent jurisdiction.

State Choice-of-Law / Forum Protection (California). Under Cal. Lab. Code §925; Cal. Bus. and Prof. Code §16600.5, where Employee primarily resides and works in California, any provision requiring adjudication outside this State or depriving Consultant of this State’s substantive protection is voidable at Consultant’s election.

This Agreement supplements and does not replace any existing master services agreement between the Parties.

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

This Agreement constitutes the entire agreement between the Parties on its subject matter and supersedes all prior agreements and understandings. Amendments must be in writing and signed by both Parties. If any provision is held invalid or unenforceable, a court may modify it to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. This Agreement may be executed in counterparts, including by electronic signature.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.