California service contract template

California Service Contract

Date of Execution: [Date]

Contract Reference Number: [Reference Number]

Parties:

• Service Provider:
  • Legal Name: [Service Provider Legal Name]
  • Address: [Service Provider Address]
  • Phone: [Service Provider Phone]
  • Email: [Service Provider Email]
• Client:
  • Legal Name: [Client Legal Name]
  • Address: [Client Address]
  • Phone: [Client Phone]
  • Email: [Client Email]

Definitions:

• "Service Provider" refers to [Service Provider Legal Name].
• "Client" refers to [Client Legal Name].

Description of Services:

• Scope of Services: [Detailed description of services]
• Standards: [Industry standards, quality expectations]
• Deliverables: [Specific outputs or results]
• Milestones: [Key project stages with deadlines]
• Methods: [Techniques and processes used]
• Timeline: [Start and end dates, key deadlines]
• Required Materials/Equipment: [List of necessary resources]
• Excluded Services: [List of services not included]
• Optional Services: [List of services available at an additional cost]

Service Location:

• Option A: On-site at [Client Address].
• Option B: Remotely.
• Option C: At the discretion of the parties: [Specify conditions for location changes].
• Option D: Multiple locations: [List of locations].

Term and Duration:

• Option A: Fixed-Term:
  • Effective Date: [Start Date]
  • Expiration Date: [End Date]
• Option B: Project-Based: Upon completion of the deliverables outlined in Section 3.
• Option C: Ongoing: Commencing on [Start Date].
  • Renewal Clause: This contract will [automatically renew / not automatically renew] for [Number] year(s) unless either party provides written notice of termination [Number] days prior to the end of the current term.

Service Scheduling and Work Hours:

• Option A: Standard Hours: [Days of the week], [Start Time] to [End Time].
• Option B: On-Call Requirements: [Specify on-call availability and response times].
• Option C: Flexible Arrangement: [Describe the flexible schedule].

Compensation:

• Payment Type:
  • Option A: Hourly Rate: [Dollar Amount] per hour.
  • Option B: Flat Fee: [Dollar Amount] for the entire project.
  • Option C: Retainer: [Dollar Amount] per [Month/Quarter/Year].
  • Option D: Per Deliverable: [Dollar Amount] per [Specific Deliverable].
• Estimation Procedures: [How estimates will be provided and approved]
• Invoicing Requirements: [Invoice frequency, format, and content]
• Due Dates: Invoices are due [Number] days from the date of the invoice.
• Late Fee Policy: A late fee of [Dollar Amount or Percentage] will be applied to invoices not paid within [Number] days of the due date.
• Reimbursement of Expenses: [Specify reimbursable expenses and procedures]
• Bonus/Performance-Based Payments: [Describe bonus criteria and amounts]

Client Obligations:

• Timely Provision of Information/Materials/Access/Approvals/Cooperation: Client shall provide all necessary information, materials, access, and approvals in a timely manner to enable the Service Provider to perform the services.
• Penalties for Client-Caused Delays: [Specify penalties or adjustments to the schedule for client-caused delays].

Provider Obligations:

• Compliance with Laws/Industry Standards/Licensing: Service Provider shall comply with all applicable laws, industry standards, and licensing requirements.
• Option A: Background Checks: Service Provider shall undergo a background check.
• Option B: Training: Service Provider shall complete [Specific training requirements].
• Option C: Insurance: Service Provider shall maintain [Specific insurance requirements and policy limits].

Intellectual Property:

• Ownership of Work Product: [Specify ownership of work product]
• Licenses Granted: [Specify any licenses granted to the Client]
• Rights to Background IP: [Specify rights to pre-existing intellectual property]
• Option A: Copyright Assignment: Service Provider agrees to assign all copyrights in the work product to the Client.
• Procedures for Dispute Over IP: [Describe the dispute resolution process for intellectual property issues].

Confidentiality and Non-Disclosure:

• Protected Information: [Define confidential information]
• Obligations During and After Contract: [Specify obligations to maintain confidentiality during and after the contract term]
• Exclusions: [Specify information not considered confidential, e.g., public domain information]
• Duration of Confidentiality: This confidentiality obligation shall continue for [Number] years after the termination of this contract.
• Recovery and Destruction of Confidential Property: Upon termination, Service Provider shall return or destroy all confidential property.
• Option A: Tailored Confidentiality Obligations: [Include additional, specific confidentiality requirements].

Non-Solicitation/Non-Circumvention/Non-Compete:

• Non-Solicitation: Service Provider agrees not to solicit the Client's employees or customers for [Number] years after the termination of this contract.
• Non-Circumvention: Service Provider agrees not to circumvent the Client's business relationships.
• Non-Compete: [IMPORTANT: In California, non-compete agreements are generally unenforceable except in very limited statutory exceptions (e.g., sale of business interest). Consider carefully whether this clause is appropriate.] If included, specify clear time, location, and scope limitations: Service Provider agrees not to compete with the Client within [Geographic Area] for [Number] years after the termination of this contract with respect to [Specific services/products].
  • Option A: Exclude Non-Compete Clause.

Data Privacy and Information Security:

• Compliance with Industry Standards: Service Provider shall comply with all applicable data privacy and information security laws and regulations, including [CCPA / HIPAA / other relevant standards].
• Data Handling Procedures: [Describe procedures for handling and protecting client data].

Representations and Warranties:

• Authority to Contract: Both parties represent that they have the authority to enter into this contract.
• Accuracy of Information: Both parties represent that the information they have provided is accurate.
• Absence of Conflicts: Both parties represent that entering into this contract does not conflict with any other agreements.
• Provider's Qualifications: Service Provider warrants that they possess the necessary qualifications and expertise to perform the services.
• Option A: Custom Representations and Warranties: [Include additional representations and warranties specific to the services].

Insurance:

• General Liability Insurance: Service Provider shall maintain general liability insurance with a minimum coverage of [Dollar Amount].
• Professional Liability Insurance: Service Provider shall maintain professional liability insurance with a minimum coverage of [Dollar Amount].
• Workers' Compensation Insurance: Service Provider shall maintain workers' compensation insurance as required by California law.
• Certificate Provision: Service Provider shall provide Client with a certificate of insurance.
• Named Insured: [Specify who must be named as an additional insured on the policies].
• Option A: Waiver of Subrogation: [Include a waiver of subrogation clause].

Indemnification:

• Service Provider agrees to indemnify and hold harmless Client from any damages, claims, losses, or liabilities arising out of Service Provider's negligence or breach of this contract.
• Client agrees to indemnify and hold harmless Service Provider from any damages, claims, losses, or liabilities arising out of Client's negligence or breach of this contract.
• Limitations of Liability: [Specify any limitations on liability, such as a cap on damages or exclusion of consequential damages].

Amendment:

• Any amendment to this contract must be in writing and signed by both parties.
• Option A: Digital/Electronic Signatures: Digital or electronic signatures shall be accepted as valid signatures.

Termination:

• Grounds for Termination:
  • Option A: Termination by Notice: Either party may terminate this contract with [Number] days written notice.
  • Option B: Termination for Breach: Either party may terminate this contract if the other party breaches a material provision of this contract and fails to cure the breach within [Number] days of written notice.
  • Option C: Termination for Insolvency: Either party may terminate this contract if the other party becomes insolvent or files for bankruptcy.
  • Option D: Termination for Force Majeure: Either party may terminate this contract if performance is prevented by force majeure.
  • Option E: Termination At-Will: [If allowed by law]: Client may terminate at will with [Number] days notice.
• Obligations Upon Termination: Upon termination, Service Provider shall return all Client property and complete any unfinished tasks as reasonably requested by Client.
• Cure Period: [Specify any cure period for breaches].
• Settlement of Outstanding Compensation: Client shall pay Service Provider for all services performed up to the date of termination.

Dispute Resolution:

• Option A: Negotiation: The parties shall attempt to resolve any disputes through good-faith negotiation.
• Option B: Mediation: If negotiation fails, the parties shall attempt to resolve any disputes through mediation in [City, State].
• Option C: Arbitration: Any disputes arising out of this contract shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
• Option D: Litigation: Any disputes arising out of this contract shall be resolved in the courts of [County, State].
• Governing Law and Jurisdiction: This contract shall be governed by and construed in accordance with the laws of the State of California. The venue for any legal action shall be [County, State].
• Option A: Waiver of Jury Trial: Both parties waive their right to a jury trial.

Force Majeure:

• Neither party shall be liable for any delay or failure to perform its obligations under this contract due to any cause beyond its reasonable control, including but not limited to acts of God, natural disasters, governmental orders, or pandemics.
• Option A: Termination for Force Majeure: If a force majeure event continues for more than [Number] days, either party may terminate this contract.
• Option B: Service Suspension: The service will be suspended during the event of force majeure and the time of performance shall be extended for a period equivalent to the time lost by reason of the event.

Notices:

• Method of Communication: Notices shall be given by [Mail / Email / In-Person Delivery].
• Notice Addresses: Notices to Service Provider shall be sent to the address listed in Section 1. Notices to Client shall be sent to the address listed in Section 1.
• Effect of Notice Delivery: Notice shall be deemed effective upon [Receipt / Date of Mailing / Date of Email].

Assignment and Subcontracting:

• Option A: Permission Required: Neither party may assign or subcontract this contract without the prior written consent of the other party.
• Option B: Prohibition: This contract may not be assigned or subcontracted.

Severability:

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

Waiver:

• No waiver of any provision of this contract shall be effective unless in writing and signed by the waiving party. No waiver of any provision shall be deemed a waiver of any other provision.

Entire Agreement:

• This contract constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Compliance with Applicable Laws:

• Service Provider shall comply with all applicable laws and regulations, including but not limited to labor laws, tax laws, health and safety laws, and immigration laws.
• California-Specific Compliance: This contract is subject to California Business & Professions Code Section 16600 (regarding non-compete unenforceability). Service Provider shall comply with California-specific overtime and wage payment requirements, sick leave mandates, and mandatory insurance coverage (including workers' compensation). Service Provider shall also comply with anti-discrimination and harassment laws according to the Fair Employment and Housing Act (FEHA) and federal law.
• Option A: Exclude/Include Specific Clauses: [Specify any optional California-specific clauses to include or exclude].

Health and Safety:

• Service Provider shall comply with all applicable health and safety regulations, including California OSHA requirements.
• Option A: Detailed Safety Procedures: [Include detailed safety procedures].

Worker Classification:

• The parties agree that Service Provider is an independent contractor and not an employee of Client. This classification is consistent with California's AB5 "ABC test".
• Option A: IRS/EDD Language: [Include IRS and EDD worker classification language].

Immigration Law Compliance:

• Service Provider affirms compliance with all applicable immigration laws.

Business License and Permitting:

• Service Provider possesses all necessary business licenses and permits required to perform the services.
• Option A: Specific Permits: [Reference specific permits or licenses].

Special Provisions for Public Contracts:

• [If applicable to a government client]: This contract is subject to equal opportunity, prevailing wage, and public records requirements.
• Option A: Applicability: [Specify applicability of specific public contract provisions].

Modifications and Negotiation:

• The parties acknowledge that certain sections of this contract are mandatory under California law and cannot be modified. Other sections are subject to negotiation and modification as agreed upon by both parties.
• [Specify which sections are mandatory, if any].

Signature Block:

• Service Provider:
  • Name: [Service Provider Name]
  • Title: [Service Provider Title]
  • Date: [Date]
  • Signature: ____________________________
• Client:
  • Name: [Client Name]
  • Title: [Client Title]
  • Date: [Date]
  • Signature: ____________________________
• Option A: Notarization: [Include space for notarization].
• Option B: Witness Signature: [Include space for witness signature].