Delaware service contract template

Delaware Service Contract

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

• [Service Provider Name], a [State of Incorporation/Organization] [Entity Type, e.g., Corporation, LLC] with its principal place of business at [Service Provider Business Address], and whose registered agent (if applicable) is [Registered Agent Name] at [Registered Agent Address] (the "Service Provider"); and
• [Client Name], a [State of Incorporation/Organization] [Entity Type, e.g., Corporation, LLC] with its principal place of business at [Client Business Address], and whose registered agent (if applicable) is [Registered Agent Name] at [Registered Agent Address] (the "Client").

1. Scope of Services

The Service Provider agrees to provide the following services (the "Services") to the Client:

• Option A: [Detailed Description of Services]
• Option B: The Services shall consist of [Project-Based Description of Services], as described in Exhibit A (Statement of Work) attached hereto and incorporated herein.
• Deliverables: [List of Deliverables]
• Milestones: [List of Milestones]
• Performance Standards: The Services shall be performed in a professional and workmanlike manner, consistent with industry standards. The Service Provider shall [Specific Performance Standard Example, e.g., Respond to client inquiries within 24 hours].
• Location of Service Performance: [Location where services will be performed]
• Schedule and Deadlines: The Services shall be completed according to the following schedule: [Schedule and Deadlines]
• Specific Methods or Procedures: [Specific methods or procedures to be used]

2. Term and Termination

This Agreement shall commence on [Start Date] and shall continue as follows:

• Option A: For a term of [Number] [Months/Years], expiring on [End Date].
• Option B: Unless terminated earlier as provided herein, shall automatically renew for successive [Number] [Months/Years] periods unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
• Termination:
  • Either party may terminate this Agreement upon [Number] days written notice to the other party.
  • Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after written notice of such breach.

3. Compensation

The Client shall compensate the Service Provider for the Services as follows:

• Option A: Hourly Rate: [Dollar Amount] per hour.
• Option B: Flat Fee: [Dollar Amount] for the entire project.
• Option C: Milestone Payments: Payments will be made according to the following schedule: [Milestone Payment Schedule].
• Billing Intervals: The Service Provider shall submit invoices to the Client on a [Frequency, e.g., monthly] basis.
• Invoicing Requirements: Invoices shall include a detailed description of the Services performed, the dates of performance, and the total amount due.
• Reimbursement of Expenses: [Expense Reimbursement Details - e.g., The Client shall reimburse the Service Provider for reasonable travel expenses.]
• Taxes: The Client shall be responsible for all applicable taxes.
• Payment Methods: Payments shall be made by [Payment Method, e.g., check, wire transfer].
• Late Payment Penalty: Payments not received within [Number] days of the invoice date shall be subject to a late payment penalty of [Percentage]% per month.
• Right to Audit: The Client shall have the right to audit the Service Provider's time and expense records relating to the Services upon reasonable notice.

4. Representations and Warranties

• Service Provider represents and warrants that:
  • It has the full right, power, and authority to enter into and perform this Agreement.
  • It will perform the Services in a professional and workmanlike manner, consistent with industry standards.
  • The Services will comply with all applicable laws and regulations.
• Client represents and warrants that:
  • It has the full right, power, and authority to enter into and perform this Agreement.
  • It will provide the Service Provider with all necessary information and resources to perform the Services.

5. Obligations and Responsibilities

• Service Provider:
  • The Service Provider shall perform the Services in a timely and efficient manner.
  • The Service Provider shall maintain confidentiality of all Client information.
  • The Service Provider shall comply with all applicable laws and regulations.
• Client:
  • The Client shall provide the Service Provider with all necessary information and resources.
  • The Client shall review and approve deliverables in a timely manner.
  • The Client shall provide feedback to the Service Provider as needed.
  • Industry-Specific Obligations: [Specific Client Obligations Related to the Industry]

6. Confidentiality

• Definition of Confidential Information: "Confidential Information" means any non-public information disclosed by one party to the other party that is designated as confidential or that reasonably should be understood to be confidential.
• Duration of Confidentiality: The obligations of confidentiality under this Agreement shall continue for a period of [Number] years after the termination of this Agreement.
• Exceptions: The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is rightfully received from a third party without any obligation of confidentiality; or (d) is required to be disclosed by law.
• Obligations Upon Termination: Upon termination of this Agreement, each party shall return or destroy all Confidential Information of the other party.
• Legal Remedies: The parties agree that any breach of this confidentiality provision may cause irreparable harm, and the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
• Option A: More Restrictive: The Receiving Party will not disclose Confidential Information to any third party without the express written consent of the Disclosing Party.
• Option B: More Permissive: The Receiving Party may disclose Confidential Information to its employees, agents, and subcontractors who have a need to know such information and are bound by confidentiality obligations at least as restrictive as those contained herein.

7. Intellectual Property

• Option A: Work-For-Hire: All work product created by the Service Provider in connection with the Services shall be considered "work made for hire" and shall be owned exclusively by the Client.
• Option B: Client Ownership: The Client shall own all right, title, and interest in and to all work product created by the Service Provider in connection with the Services.
• Option C: Service Provider Retention: The Service Provider shall retain ownership of all pre-existing intellectual property. The Client is granted a license to use the work product created under this agreement.
• Licenses Granted: [Details of Licenses Granted]
• Assignment of Inventions: [Details of Assignment of Inventions]
• Rights to Materials: [Details of Rights to Materials]

8. Data Protection and Privacy

• Compliance with Laws: Each party shall comply with all applicable data protection and privacy laws, including but not limited to [U.S. Law e.g., the California Consumer Privacy Act (CCPA)].
• Option A: HIPAA Compliance: If the Services involve Protected Health Information (PHI), the parties shall enter into a Business Associate Agreement (BAA) in compliance with the Health Insurance Portability and Accountability Act (HIPAA).
• Data Security Standards: The Service Provider shall maintain commercially reasonable data security measures to protect the Client's data from unauthorized access, use, or disclosure.
• Breach Notification: In the event of a data breach, the Service Provider shall notify the Client promptly and take all necessary steps to mitigate the damage.

9. Non-Solicitation/Non-Competition

• Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] [Months/Years] after the termination of this Agreement, the Service Provider shall not solicit or attempt to solicit any employees or clients of the Client.
  • Scope: This restriction applies to the following geographic area: [Geographic Area].
• Option B: Non-Competition: During the term of this Agreement and for a period of [Number] [Months/Years] after the termination of this Agreement, the Service Provider shall not engage in any business that is competitive with the Client's business.
  • Scope: This restriction applies to the following geographic area: [Geographic Area].
• Option C: No Restrictive Covenants: This Agreement does not contain any non-solicitation, non-competition, or non-circumvention provisions.

10. Changes and Modifications

Any changes or modifications to this Agreement must be in writing and signed by both parties.

11. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.
• Mediation: If negotiation fails, the parties shall submit the dispute to mediation in [City, State].
• Arbitration: If mediation fails, the parties shall submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association.
• Litigation: If the parties are unable to resolve the dispute through mediation or arbitration, the parties may pursue litigation in the courts of [State].
• Jurisdiction and Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
• Venue: The venue for any legal proceeding arising out of or relating to this Agreement shall be in the state or federal courts located in [County, State].

12. Insurance

• Service Provider shall maintain the following insurance coverage:
  • General Liability: [Dollar Amount] per occurrence.
  • Professional Liability/Errors & Omissions: [Dollar Amount] per claim.
  • Workers' Compensation: As required by law.
• Client shall provide proof of insurance coverage upon request.
• Option A: Waiver: The Client waives the requirement of the Service Provider to maintain professional liability insurance.
• Option B: Minimum Levels: The parties agree to maintain minimum levels of insurance coverage as specified in Exhibit B.

13. Independent Contractor Status

The Service Provider is an independent contractor and is not an employee, agent, or partner of the Client. The Service Provider is solely responsible for all taxes, withholdings, and other payments required by law. The Service Provider shall not be entitled to any benefits provided by the Client to its employees. The Service Provider has no authority to bind the Client to any agreement or obligation.

14. Indemnification and Limitation of Liability

• Indemnification: The Service Provider shall indemnify, defend, and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to the Service Provider's performance of the Services.
• Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.
• Cap on Liability: The total liability of the Service Provider to the Client under this Agreement shall not exceed the amount paid by the Client to the Service Provider under this Agreement.
• Exclusions: The limitations of liability in this Section shall not apply to damages arising out of or relating to gross negligence or willful misconduct.
• Mutual Indemnity: Each party shall indemnify and hold harmless the other party from and against any losses, damages, liabilities, claims, and expenses (including reasonable attorneys’ fees) arising out of its own negligence or willful misconduct in connection with this Agreement.

15. Events of Default and Termination Rights

• Events of Default: The following shall constitute events of default under this Agreement:
  • Material breach of this Agreement.
  • Insolvency or bankruptcy of either party.
  • Failure to perform the Services in a timely and efficient manner.
• Notice and Cure: If either party commits an event of default, the other party shall provide written notice of the default and allow [Number] days to cure the default.
• Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.
• Termination for Cause: Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after written notice of such breach.
• Post-Termination Duties: Upon termination of this Agreement, each party shall return all Confidential Information of the other party and cease all use of the other party's intellectual property. The Client shall pay the Service Provider for all Services performed up to the date of termination.

16. Compliance with Laws

Each party shall comply with all applicable federal, state, and local laws and regulations, including but not limited to labor and employment laws, anti-discrimination laws, and anti-bribery laws.

17. Notice

All notices under this Agreement shall be in writing and shall be deemed to be duly given when sent by:

• Acceptable Methods:
  • Certified mail, return receipt requested.
  • Email: [Service Provider Email], [Client Email]
  • Courier service.
• Addresses for Service:
  • Service Provider: [Service Provider Business Address]
  • Client: [Client Business Address]
• Deemed Receipt Timelines: Notices shall be deemed received three (3) business days after mailing or one (1) business day after sending by email or courier service.

18. Miscellaneous

• Assignment: Neither party may assign this Agreement without the prior written consent of the other party.
• Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, or natural disasters.
• 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 or contemporaneous communications and proposals, whether oral or written, relating to the subject matter of this Agreement.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Counterparts: This Agreement 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: This Agreement may be executed and delivered electronically and upon such delivery shall be binding on the parties hereto.

19. Delaware Specific Provisions

• Consent to Jurisdiction: If the Service Provider or Client is a Delaware entity, each party consents to the jurisdiction of the Delaware Court of Chancery or the Delaware Superior Court for any disputes arising out of or relating to this Agreement.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
• Equitable Remedies: The parties acknowledge that monetary damages may not be a sufficient remedy for any breach of this Agreement, and the non-breaching party shall be entitled to seek specific performance and injunctive relief in addition to any other remedies available at law or in equity.
• DGCL Reference: To the extent applicable, this Agreement shall be interpreted in accordance with the Delaware General Corporation Law (DGCL).
• Waiver of Good Faith: The parties acknowledge that Delaware law does not recognize a separate implied covenant of good faith and fair dealing in contracts, and any such implied covenant is expressly waived.
• Option A: Punitive Damages Waiver: The parties agree to waive the right to seek punitive damages in any action arising out of or relating to this Agreement, to the fullest extent permitted by Delaware law.
• Option B: Jury Trial Waiver: The parties irrevocably waive their right to a jury trial in any action arising out of or relating to this Agreement, to the fullest extent permitted by Delaware law.

20. Regulated Services Compliance (if applicable)

The Service Provider shall comply with all applicable Delaware statutes, licensing requirements, state taxes, and consumer protection laws related to [Specific Service Type].

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

[Service Provider Name]

By: [Printed Name]

Title: [Title]

Date: [Date]

[Client Name]

By: [Printed Name]

Title: [Title]

Date: [Date]

Annexes/Schedules:

• Exhibit A: Statement of Work
• Exhibit B: Insurance Requirements