Independent IT Consulting Services Agreement

Lacy Moore

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1. SERVICES

1.1 Scope of Services. Consultant agrees to provide information technology consulting services to Client on a project or hourly basis as requested by Client and accepted by Consultant. Services may include, but are not limited to: Microsoft 365 consulting, open source system implementation, network infrastructure design, phone system deployment (FreePBX/Asterisk), business automation consulting, and general IT strategy advisory services.

1.2 No Ongoing Obligations. This Agreement is for consulting and project-based work only. Consultant does not provide managed services, break/fix support, ongoing maintenance, monitoring, or any continuous service obligations. Each engagement is discrete and limited to the specific scope discussed and agreed upon.

1.3 Independent Contractor. Consultant is an independent contractor and not an employee, agent, or partner of Client. Consultant retains full control over the manner and means of performing services.

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2. COMPENSATION AND PAYMENT

2.1 Hourly Rate. Client agrees to pay Consultant at the rate of $200.00 per hour for all services rendered during standard business hours (Monday through Friday, 9:00 AM to 4:00 PM Central Time, excluding federal holidays).

2.2 After-Hours Rate. Services requested or performed outside of standard business hours shall be billed at a premium rate of $300.00 per hour (1.5x standard rate), or as otherwise agreed in writing.

2.3 Retainer Requirement. Prior to commencement of services, Client shall pay an initial retainer deposit of $800.00 (4 hours at standard rate). For larger engagements, Consultant may require a retainer covering the estimated project hours or a mutually agreed amount. The retainer will be applied against invoiced services. Consultant is not obligated to commence or continue work if the retainer balance is exhausted or if Client’s account is not in good standing.

2.4 Session Minimums and Billing Increments.

• Remote Work: Each remote session has a minimum of one (1) hour. Time beyond the initial hour is billed in half-hour (30-minute) increments.
• Onsite Work: Each onsite visit has a minimum of four (4) hours, for both initial and subsequent visits. Time beyond the initial four hours is billed in half-hour (30-minute) increments.

2.5 Invoicing. Consultant shall invoice Client for services rendered. Invoices will detail the date, duration, and description of work performed. Invoices are due upon receipt.

2.6 Retainer Replenishment. When the retainer balance falls below one (1) hour of the applicable rate, Client shall replenish the retainer to the original amount within five (5) business days of notification. Failure to replenish the retainer may result in suspension of services.

2.7 Pre-Purchased Hours. Client may pre-purchase blocks of consulting hours at the standard rate. Pre-purchased hours expire one (1) year from the date of purchase and are non-refundable.

2.8 Late Payment. Invoices not paid within fifteen (15) days of the invoice date shall accrue interest at the rate of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less. Client shall also be responsible for all costs of collection, including reasonable attorney’s fees.

2.9 Billable Time. All time spent on Client’s matters is billable, including but not limited to:

• Meetings, calls, and consultations
• Research and planning
• Hands-on technical work
• Travel time (if applicable)
• Pre-session document review (at Consultant’s discretion)
• Communication via email, phone, or messaging
• Administrative tasks related to the engagement

2.10 Estimates. Any time or cost estimates provided by Consultant are good-faith approximations only and are not binding. Actual time and costs may vary. Client is responsible for communicating budget constraints in advance.

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3. CLIENT RESPONSIBILITIES

3.1 Access and Cooperation. Client shall provide Consultant with timely access to systems, information, personnel, and resources reasonably necessary to perform the services.

3.2 Credentials and Security. Client is solely responsible for:

• Providing necessary credentials and access in a secure manner
• Maintaining the security of Client’s systems, networks, and data
• Implementing Consultant’s recommendations (or choosing not to)
• Backing up all data before Consultant performs any work
• Revoking Consultant’s access upon completion of engagement

3.3 Decision Authority. Client shall designate an authorized representative with authority to make decisions, approve work, and bind Client to this Agreement.

3.4 Accurate Information. Client shall provide accurate and complete information. Consultant is not responsible for issues arising from inaccurate, incomplete, or withheld information.

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4. NO WARRANTIES; LIMITATION OF LIABILITY

4.1 AS-IS Services. ALL SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

4.2 No Guarantee of Outcome. CONSULTANT DOES NOT GUARANTEE ANY PARTICULAR OUTCOME, RESULT, OR SUCCESS OF THE SERVICES. Technology projects involve inherent risks and uncertainties. Client acknowledges that:

• Technical solutions may not work as anticipated
• Third-party systems, software, or services may behave unexpectedly
• Unforeseen complications may arise
• Prior work by others may affect outcomes

4.3 No Ongoing Maintenance or Security Responsibility. Consultant’s engagement is limited to the specific services performed. Consultant has NO responsibility for:

• Ongoing maintenance or monitoring of any systems
• Security of Client’s systems, networks, or data (before, during, or after engagement)
• Updates, patches, or security fixes after the engagement concludes
• Actions or inactions of Client or third parties
• Data loss, breaches, or security incidents
• Business interruption or operational issues

4.4 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONSULTANT’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO CONSULTANT DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.

4.5 Exclusion of Consequential Damages. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Lost profits or revenue
• Lost data or data corruption
• Business interruption
• Loss of goodwill
• Cost of substitute services

EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.6 Client Assumption of Risk. Client assumes all risk associated with implementing Consultant’s recommendations and with the operation of Client’s technology systems.

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5. INDEMNIFICATION

5.1 Client Indemnification. Client shall indemnify, defend, and hold harmless Consultant from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorney’s fees) arising out of or related to:

• Client’s use or implementation of Consultant’s work product or recommendations
• Client’s systems, data, or operations
• Any breach of this Agreement by Client
• Any third-party claims related to Client’s business or technology

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6. CONFIDENTIALITY

6.1 Mutual Confidentiality. Each party agrees to maintain the confidentiality of the other party’s confidential information and not to disclose it to third parties without prior written consent, except as required by law.

6.2 Credential Handling. Consultant will handle Client credentials with reasonable care. Client should never transmit passwords via email or contact forms. Client is responsible for rotating credentials after engagement concludes.

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7. INTELLECTUAL PROPERTY

7.1 Client Materials. Client retains all rights to Client’s pre-existing materials, data, and intellectual property.

7.2 Work Product. Upon full payment, Client shall own deliverables specifically created for Client. Consultant retains rights to general knowledge, skills, techniques, tools, and methodologies.

7.3 Third-Party Materials. Work product may incorporate third-party or open-source components subject to their respective licenses. Client is responsible for compliance with such licenses.

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8. TERM AND TERMINATION

8.1 Term. This Agreement is effective upon Client’s acceptance and continues until terminated.

8.2 Termination for Convenience. Either party may terminate this Agreement at any time with written notice. Client remains responsible for payment of all services rendered through the termination date.

8.3 Termination for Cause. Either party may terminate immediately upon material breach by the other party.

8.4 Effect of Termination. Upon termination:

• Client shall pay all outstanding fees within five (5) business days
• Unused retainer balances (less outstanding fees) will be refunded within thirty (30) days
• Consultant shall return or destroy Client’s confidential information upon request
• Sections 4, 5, 6, 9, and 10 shall survive termination

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9. DISPUTE RESOLUTION

9.1 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules.

9.2 Location. Arbitration shall take place in Texas, or remotely via video conference at Consultant’s discretion.

9.3 Arbitrator Authority. The arbitrator shall have no authority to award punitive or exemplary damages, or any damages excluded by this Agreement.

9.4 Costs. Each party shall bear its own costs and attorney’s fees, unless the arbitrator determines that a claim was frivolous, in which case the non-prevailing party shall pay the prevailing party’s reasonable costs and fees.

9.5 Waiver of Class Action. All claims must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

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10. GENERAL PROVISIONS

10.1 Governing Law. This Agreement shall be governed by the laws of the State of Texas, without regard to its conflict of laws principles.

10.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements.

10.3 Amendments and Updates. Consultant reserves the right to update or modify the terms of this Agreement at any time. The current version of this Agreement will always be available at https://lacymoore.com/agreement. By continuing to engage Consultant’s services after any such update, Client agrees to be bound by the updated terms.

10.4 Severability. If any provision is found unenforceable, the remaining provisions shall continue in effect.

10.5 Waiver. Failure to enforce any provision shall not constitute a waiver of future enforcement.

10.6 Assignment. Client may not assign this Agreement without Consultant’s written consent. Consultant may assign this Agreement to a successor entity.

10.7 Notices. Notices shall be in writing and sent via email with confirmation or certified mail.

10.8 Force Majeure. Neither party shall be liable for delays or failures due to circumstances beyond reasonable control.

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11. ACKNOWLEDGMENT

BY ACCEPTING THIS AGREEMENT, CLIENT ACKNOWLEDGES AND AGREES THAT:

• Client has read and understands this Agreement in its entirety
• All services are billed hourly with no guarantee of outcome
• Consultant provides no warranties of any kind
• Consultant is not responsible for the security or maintenance of Client’s systems
• Client is responsible for backing up data before any work is performed
• Acceptance of this Agreement is required before any project discussions may take place
• No work will be performed until the initial retainer of $800.00 has been received
• The terms of this Agreement may be updated, and the current version is always available at https://lacymoore.com/agreement
• Client has had the opportunity to seek legal counsel

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This document was prepared for general business use. For specific legal advice, consult with a licensed attorney in your jurisdiction.

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