Alabama service contract template

Alabama Service Contract

This Service Contract is made and entered into as of this [Date], by and between:

• [Service Provider Full Legal Name], a [Service Provider Legal Status, e.g., LLC] with its principal place of business at [Service Provider Address], hereinafter referred to as "Service Provider," and
• [Client Full Legal Name], a [Client Legal Status, e.g., Corporation] with its principal place of business at [Client Address], hereinafter referred to as "Client."

1. Description of Services

• Scope of Work: The Service Provider shall provide the following services: [Detailed Description of Services]
• Service Deliverables: The Service Provider shall deliver the following deliverables: [List of Deliverables]
• Milestones: The Services will be completed according to the following milestones: [List of Milestones and Dates]
• Timelines/Schedule: The Services shall be performed according to the following schedule: [Detailed Timeline]
• Performance Standards: The Services shall meet the following performance standards: [Specific Performance Benchmarks]
• Type of Service:
  • Option A: One-Time Service
  • Option B: Ongoing Service
  • Option C: Project-Based Service
• Scope Adjustments:
  • Option A: Any changes to the scope of services must be documented in a written change order signed by both parties.
  • Option B: The scope of services may be amended by mutual written agreement of both parties.

2. Contract Term

• Start Date: [Start Date]
• End Date:
  • Option A: Fixed-Term: [End Date]
  • Option B: Indefinite, until terminated as provided herein.
• Renewal Process:
  • Option A: This Contract shall automatically renew for successive [Number] [Days/Months/Years] periods unless either party provides written notice of non-renewal at least [Number] [Days/Months] prior to the end of the then-current term.
  • Option B: This Contract will not automatically renew.
• Early Termination:
  • Termination for Cause: Either party may terminate this Contract for cause if the other party materially breaches this Contract and fails to cure such breach within [Number] [Days] after written notice thereof.
  • Termination Without Cause:
    • Option A: Either party may terminate this Contract without cause upon [Number] [Days/Months] written notice to the other party.
    • Option B: Client may terminate this Contract without cause upon [Number] [Days/Months] written notice. Service provider may not terminate without cause.
• Termination Process: Upon termination, the Service Provider shall deliver to the Client all work in progress and completed deliverables, and the Client shall pay the Service Provider for all services performed and expenses incurred up to the date of termination.

3. Compensation

• Fee Structure:
  • Option A: Flat Fee: [Dollar Amount]
  • Option B: Hourly Rate: [Dollar Amount] per hour
  • Option C: Milestone Payments: [Description of Milestones and Associated Payments]
• Payment Schedule:
  • Option A: Payment shall be made upon completion of the services.
  • Option B: Payment shall be made according to the following schedule: [Payment Schedule]
  • Option C: Payments will be invoiced and due net 30 days from the date of invoice.
• Invoicing Procedures: The Service Provider shall submit invoices to the Client at [Invoice Email Address or Mailing Address].
• Late Payment Penalties: Late payments shall accrue interest at a rate of [Percentage] per month, or the highest rate permitted by Alabama law, whichever is lower.
• Reimbursement Arrangements:
  • Option A: The Service Provider shall be reimbursed for reasonable and necessary expenses incurred in connection with the performance of the services, provided that such expenses are pre-authorized by the Client in writing.
  • Option B: No reimbursement for expenses.
• Taxes: The [Service Provider/Client] shall be responsible for all applicable federal, state, and local taxes.

4. Client Obligations

• The Client shall provide the Service Provider with access to all necessary information, resources, materials, and personnel required for the performance of the services.
• The Client shall cooperate with the Service Provider in a timely and efficient manner.

5. Service Provider Warranties and Representations

• The Service Provider warrants that it is qualified to perform the services and that it will perform the services in a professional and workmanlike manner in accordance with industry standards. The Service Provider is compliant with all relevant Alabama and federal regulations related to the services being provided.
• Warranty Options:
  • Option A: Express Warranty: The Service Provider expressly warrants that [Specific Warranty Details].
  • Option B: No Warranties: The Service Provider makes no warranties, express or implied, other than those expressly stated herein.

6. Deliverable Acceptance

• Acceptance Procedures: Upon delivery of any deliverable, the Client shall have [Number] [Days] to review and accept or reject the deliverable.
• Approval Criteria: The deliverable shall be deemed accepted if it meets the following criteria: [Detailed Acceptance Criteria].
• Revision Opportunities: If the deliverable is rejected, the Service Provider shall have [Number] [Days] to revise and resubmit the deliverable.
• Consequences of Rejection: If the deliverable is rejected and the Service Provider is unable to revise it to meet the acceptance criteria, the Client shall have the right to terminate this Contract and receive a refund of any payments made for the rejected deliverable.

7. Confidentiality and Non-Disclosure

• Confidential Information: Both parties agree to hold each other's confidential information in confidence and not to disclose it to any third party without the other party's prior written consent. Confidential information includes, but is not limited to, [List of Confidential Information].
• Limits/Exceptions: The obligations of confidentiality shall not apply to information that is: (a) already known to the receiving party; (b) publicly available; (c) received from a third party without restriction; or (d) required to be disclosed by law or court order.
• Mutual vs. Unilateral:
  • Option A: Mutual Confidentiality: Both parties have confidentiality obligations.
  • Option B: Unilateral Confidentiality: Only the Service Provider has confidentiality obligations.

8. Intellectual Property

• Ownership:
  • Option A: Work for Hire: All deliverables and inventions created by the Service Provider in connection with this Contract shall be considered "work for hire" and shall be owned by the Client.
  • Option B: Provider Ownership: All deliverables and inventions created by the Service Provider in connection with this Contract shall remain the property of the Service Provider.
• Assignment:
  • Option A: The Service Provider hereby assigns all right, title, and interest in and to the deliverables and inventions to the Client.
  • Option B: No assignment.
• Licensing:
  • Option A: The Service Provider grants the Client a non-exclusive, perpetual, irrevocable license to use the deliverables and inventions.
  • Option B: The Service Provider retains ownership but grants the Client a license limited to [Specific Use Restrictions].

9. Data Protection and Privacy

• The Service Provider shall comply with all applicable federal and state laws regarding the protection of personal information and sensitive business data. The Service Provider shall implement and maintain appropriate security measures to protect such data from unauthorized access, use, or disclosure.
• Specific Requirements:
  • Option A: The Service Provider shall comply with the Alabama Data Breach Notification Law.
  • Option B: The Service Provider shall comply with HIPAA regulations.

10. Indemnification and Limitation of Liability

• Indemnification: The [Service Provider/Client] shall defend, indemnify, and hold harmless the other party from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with [Description of Events Triggering Indemnification].
• Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. THE SERVICE PROVIDER'S TOTAL LIABILITY UNDER THIS CONTRACT SHALL NOT EXCEED [Dollar Amount].

11. Insurance

• The Service Provider shall maintain the following insurance coverage:
  • General Liability: [Dollar Amount] per occurrence
  • Professional Liability: [Dollar Amount] per claim
  • Workers' Compensation: As required by Alabama law.
• Proof of Coverage: The Service Provider shall provide the Client with proof of insurance upon request.

12. Non-Solicitation, Non-Compete, and Non-Circumvention

• Non-Solicitation: During the term of this Contract and for a period of [Number] [Months/Years] after termination, the Service Provider shall not solicit, hire, or attempt to solicit or hire any employee or client of the Client.
• Non-Compete:
  • Option A: (If Allowed Under Alabama Law) During the term of this Contract and for a period of [Number] [Months/Years] after termination, within a geographic area of [Specific Geographic Area], the Service Provider shall not engage in any business that is competitive with the Client's business. This non-compete provision is intended to protect the Client's legitimate business interests and is reasonable in scope and duration under Alabama law (Ala. Code § 8-1-190 et seq.).
  • Option B: (If Non-Compete Is Not Desired) No non-compete clause.
• Non-Circumvention: The Service Provider shall not circumvent the Client's relationship with its clients, customers, or suppliers.

13. Independent Contractor

• The Service Provider is an independent contractor and not an employee, partner, or joint venturer of the Client. The Client shall not be responsible for withholding taxes, providing benefits, or paying workers' compensation insurance on behalf of the Service Provider. The Service Provider is solely responsible for all such obligations.
• Compliance with Laws: The Service Provider acknowledges it is responsible for complying with all applicable Alabama and federal laws relating to independent contractors, including proper worker classification.

14. Dispute Resolution

• Negotiation: The parties shall first attempt to resolve any dispute arising out of or in connection with this Contract through good faith negotiation.
• Mediation: If negotiation fails, the parties shall attempt to resolve the dispute through mediation administered by [Mediation Organization] in [City, Alabama].
• Arbitration:
  • Option A: Any dispute arising out of or in connection with this Contract shall be finally resolved by binding arbitration administered by [Arbitration Organization] in accordance with its rules. The arbitration shall take place in [City, Alabama].
  • Option B: No Arbitration.
• Litigation: If negotiation, mediation, and/or arbitration fail, the parties may pursue litigation in the courts of [County], Alabama.
• Choice of Law: This Contract shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of laws principles.
• Venue: The venue for any legal action arising out of or in connection with this Contract shall be in [County], Alabama.
• Attorney's Fees:
  • Option A: The prevailing party in any legal action arising out of or in connection with this Contract shall be entitled to recover its reasonable attorneys' fees and costs.
  • Option B: Each party shall bear its own attorneys' fees and costs.

15. Force Majeure

• Neither party shall be liable for any delay or failure to perform its obligations under this Contract to the extent that such delay or failure is caused by a force majeure event, such as natural disasters, war, government action, or pandemics.
• Notification: The affected party shall promptly notify the other party of the force majeure event and its expected duration.
• Resumption: The affected party shall resume performance of its obligations as soon as reasonably practicable after the force majeure event ceases.

16. Assignment and Subcontracting

• Assignment:
  • Option A: Neither party may assign this Contract without the other party's prior written consent.
  • Option B: The Client may assign this contract without the Service Provider's consent. Service provider cannot assign this contract without client's consent.
• Subcontracting:
  • Option A: The Service Provider may not subcontract any of its obligations under this Contract without the Client's prior written consent.
  • Option B: The Service Provider may subcontract its obligations under this Contract.

17. Amendment

This Contract may be amended only by a written agreement signed by both parties.

18. Severability

If any provision of this Contract is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. Entire Agreement

This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

20. Counterparts/Electronic Signatures

This Contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

21. Waiver

No waiver of any provision of this Contract shall be effective unless in writing and signed by the waiving party. No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.

22. Alabama Specific Compliance

This contract is intended to comply with all applicable laws and regulations of the State of Alabama. Any provisions found to be non-compliant will be interpreted in a manner consistent with Alabama law.

IN WITNESS WHEREOF, the parties have executed this Contract as of the date first written above.

[Service Provider Full Legal Name]

By: [Service Provider Signature]

Name: [Service Provider Printed Name]

Title: [Service Provider Title]

[Client Full Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]