Alaska service contract template

Alaska Service Contract

This Alaska Service Contract (the "Agreement") is made and entered into as of this [Date], by and between:

[Service Provider Legal Name], with a principal place of business at [Service Provider Address], Phone: [Service Provider Phone], Email: [Service Provider Email] (hereinafter referred to as "Service Provider"),

and

[Client Legal Name], with a principal place of business at [Client Address], Phone: [Client Phone], Email: [Client Email] (hereinafter referred to as "Client").

Scope of Services:

Option A: Detailed Description: The Service Provider shall provide the following services (the "Services") as described in Exhibit A, attached hereto and incorporated herein by reference. Exhibit A contains a detailed description of tasks, deliverables, methods, quality standards, and performance milestones.

Option B: General Description: The Service Provider shall provide the following services (the "Services"): [Description of Services].

Service Location:

Option A: Client Site: The Services shall be performed primarily at the Client's location at [Client Location Address].

• If travel is required: The Service Provider [Shall/Shall Not] be reimbursed for reasonable travel expenses. Travel to the following locations is anticipated: [List of anticipated travel locations].

Option B: Remote: The Services shall be performed remotely.

Option C: Combination: The Services shall be performed both at the Client's location and remotely, as mutually agreed upon.

Contract Term:

Option A: Fixed Term: This Agreement shall commence on [Start Date] and shall continue until [End Date].

Option B: Ongoing/Evergreen: This Agreement shall commence on [Start Date] and shall continue until terminated by either party as provided herein.

• Renewal Option: This Agreement [Shall/Shall Not] automatically renew for successive terms of [Number] [Months/Years] unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.

Option C: Project Based: This agreement shall continue until the project [Project Name] is completed. Estimated completion is [Estimated Completion Date].

Payment:

Service Fees:

• Option A: Fixed Fee: The Client shall pay the Service Provider a fixed fee of [Amount] for the Services.
• Option B: Hourly Rate: The Client shall pay the Service Provider at an hourly rate of [Amount] per hour.
• Option C: Milestone-Based: The Client shall pay the Service Provider according to the following milestone schedule: [Milestone 1: Amount], [Milestone 2: Amount], [Milestone 3: Amount].
• Option D: Retainer: The Client shall pay the Service Provider a retainer fee of [Amount] per [Month/Quarter/Year].

Invoicing and Payment:

• Invoicing Frequency: The Service Provider shall invoice the Client [Monthly/Quarterly/Upon Completion].
• Payment Due Date: Payment is due [Number] days from the date of invoice.
• Payment Methods: Payment shall be made by [Check/ACH/Online Payment].
• Taxes: The Client is responsible for all applicable taxes.
• Expense Reimbursement: The Client shall reimburse the Service Provider for reasonable and pre-approved expenses incurred in connection with the Services, subject to the Client's expense policy.
• Late Payment Penalty: A late payment penalty of [Percentage] per month shall be applied to any invoices not paid within [Number] days of the due date.

Responsibilities:

Service Provider Responsibilities: The Service Provider shall perform the Services in a professional and workmanlike manner.

Client Responsibilities:

• Option A: Cooperation: The Client shall provide reasonable cooperation to the Service Provider to enable the Service Provider to perform the Services.
• Option B: Materials and Access: The Client shall provide the Service Provider with necessary materials and access to the Client's premises, systems, and personnel as required.
• Option C: Approval Process: The Client shall promptly review and approve deliverables submitted by the Service Provider.
• Option D: Point of Contact: The Client designates [Name] as the primary point of contact for the Service Provider.

Change Order Process:

Option A: Written Approval Required: Any changes to the scope of Services must be documented in a written change order, signed by both parties.

Option B: Fee Adjustment: Any change order may result in an adjustment to the service fees. The fee adjustment will be calculated as follows: [Method of Fee Adjustment].

Option C: No Change Order Required: The parties may modify the scope of the agreement by mutual agreement without a formal change order.

Intellectual Property:

Ownership:

• Option A: Client Ownership: All work product created by the Service Provider in connection with the Services shall be owned exclusively by the Client.
• Option B: Service Provider Ownership: All work product created by the Service Provider in connection with the Services shall be owned exclusively by the Service Provider. The client shall have a license to use the work product in perpetuity.
• Option C: Joint Ownership: All work product created by the Service Provider in connection with the Services shall be jointly owned by the Client and the Service Provider.

Use of Materials: The Service Provider shall use any Client or third-party materials only in connection with the Services.

Licensing: [Specific licensing terms, if applicable].

Waiver: The Service Provider [Does/Does Not] waive all moral rights in the work product.

Confidentiality:

Definition of Confidential Information: "Confidential Information" means any non-public information disclosed by one party to the other.

Duration: The obligation of confidentiality shall continue for [Number] years after the termination of this Agreement.

Exceptions: The obligation of confidentiality shall not apply to information that is publicly available, already known to the receiving party, or required to be disclosed by law.

Return/Destruction: Upon termination of this Agreement, each party shall return or destroy all Confidential Information of the other party.

Conflict of Interest/Exclusivity/Non-Solicitation/Non-Compete:

Conflict of Interest: The Service Provider represents and warrants that its performance under this Agreement will not create a conflict of interest with any other client or project.

Exclusivity:

• Option A: Exclusive: The Service Provider shall provide the Services exclusively to the Client during the term of this Agreement.
• Option B: Non-Exclusive: The Service Provider may provide similar services to other clients.

Non-Solicitation: During the term of this Agreement and for a period of [Number] years thereafter, neither party shall solicit the employees or contractors of the other party.

Non-Compete:

• Option A: Non-Compete Included (Alaska requires narrow tailoring): During the term of this agreement, and for [Number] [Days/Months/Years] thereafter, the Service Provider shall not provide services similar to the Services provided under this agreement to other businesses within [Distance] miles of [Location].
• Option B: No Non-Compete. This agreement does not contain a non-compete clause.

Termination:

Termination for Cause: Either party may terminate this Agreement for cause upon [Number] days written notice if the other party breaches any material provision of this Agreement.

Termination Without Cause: Either party may terminate this Agreement without cause upon [Number] days written notice.

Obligations Upon Termination: Upon termination, the Service Provider shall deliver to the Client all work product completed to date, and the Client shall pay the Service Provider for all Services performed and expenses incurred up to the date of termination.

Right to Cure: The breaching party shall have [Number] days to cure the breach before termination becomes effective.

Indemnification/Liability Limitation/Warranty:

Indemnification: Each party shall indemnify and hold harmless the other party from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with its negligence or willful misconduct.

Liability Limitation: In no event shall either party be liable for any indirect, incidental, consequential, or punitive damages.

Warranty:

• Option A: No Warranty: The Services are provided "as is" without any warranty, express or implied.
• Option B: Limited Warranty: The Service Provider warrants that the Services will be performed in a professional and workmanlike manner. The Client's sole remedy for breach of this warranty is re-performance of the Services.

Force Majeure:

Definition: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, natural disasters (including extreme weather events and earthquakes common in Alaska), government orders, or war.

Alternative Language specific to Alaska: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to: blizzards, floods, landslides, ice jams, tsunamis, volcanic eruptions, wildfires, earthquakes, and remote location challenges.

Insurance:

Option A: Insurance Required: The Service Provider shall maintain the following insurance coverage:

• General Liability Insurance: [Amount]
• Professional Liability Insurance: [Amount]
• Workers' Compensation Insurance (if required by Alaska law): [Amount]
• The Service Provider shall provide proof of insurance to the Client upon request.

Option B: Insurance Not Required. The Service Provider is not required to carry any insurance.

Compliance with Laws:

The Service Provider shall comply with all applicable federal, state, and local laws and regulations, including but not limited to Alaska's public contracting, licensing, consumer protection, and employment laws.

Additional Compliance Options:

• Option A: Alaska Native Entity Contracting: The Service Provider shall adhere to all applicable requirements for contracting with Alaska Native corporations.
• Option B: Environmental/Wildlife Protection: The Service Provider shall comply with all applicable environmental and wildlife protection regulations, particularly those relevant to [Industry: timber, mining, oil and gas, fisheries].

Independent Contractor Status:

The Service Provider is an independent contractor and not an employee of the Client. The Client shall not be responsible for withholding taxes or providing benefits to the Service Provider. The Service Provider is responsible for all applicable self-employment taxes and compliance with all applicable laws.

Dispute Resolution:

Option A: Mediation: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City], Alaska.

Option B: Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City], Alaska, in accordance with the rules of the American Arbitration Association.

Option C: Court: Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [City], Alaska, and governed by Alaska law.

Notice:

All notices shall be in writing and shall be delivered by [Mail/Email/Hand Delivery] to the addresses set forth above.

Notice is deemed given [Number] days after mailing or upon confirmation of email receipt or hand delivery.

Assignment and Subcontracting:

Option A: No Assignment/Subcontracting: The Service Provider shall not assign or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Client.

Option B: Assignment/Subcontracting Permitted: The Service Provider may assign or subcontract its rights or obligations under this Agreement with prior written notice to the Client.

Severability:

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

Entire Agreement:

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

Amendment:

This Agreement may be amended only by a written instrument signed by both parties.

Waiver:

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Alaska Specific Clauses (Optional):

Sales Tax/Withholding: [Specify sales tax or withholding obligations, if applicable].

Alaska Native Entity Contracting: [Specific provisions for contracting with Alaska Native corporations, if applicable].

Environmental/Wildlife Protection: [Specific provisions for environmental or wildlife protection, if applicable - e.g., relating to timber, mining, oil and gas, fisheries].

Remote Access/Safety: The service provider is solely responsible for their safety and wellbeing in the remote locations. All injuries or incidents will be the responsibility of the service provider.

Hospitality and Travel (Optional):

• Accommodations: The client [shall/shall not] provide accommodations for the service provider. [Specify details].
• Travel Arrangements: The Client [Shall/Shall Not] be responsible for booking travel arrangements. Service Provider shall seek client approval prior to arranging travel.
• Travel Insurance: The Service Provider is responsible for obtaining travel insurance at their own expense to cover for travel within Alaska, specifically including bush plane, boat, and snow machine travel, if applicable.

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

[Service Provider Legal Name]

By: [Service Provider Signature]

Name: [Service Provider Printed Name]

Title: [Service Provider Title]

[Client Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

Exhibit A (Scope of Services - Detailed Description) (To be attached if Option A is chosen above)

(Note: Exhibit A should include detailed information about tasks, deliverables, methods, quality standards, and performance milestones)