Georgia service contract template

Georgia Service Contract

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

• [Service Provider Name], a [Service Provider Legal Status, e.g., Individual or LLC] with its principal place of business at [Service Provider Address] (the "Service Provider"), and
• [Client Name], a [Client Legal Status, e.g., Individual or Corporation] with its principal place of business at [Client Address] (the "Client").

The Service Provider and the Client are each referred to herein as a "Party" and collectively as the "Parties."

1. Scope of Services

• The Service Provider agrees to provide the following services to the Client (the "Services"): [Detailed Description of Services].
• Deliverables:
  • Option A: The Service Provider shall provide the following deliverables: [List of Deliverables].
  • Option B: No specific deliverables are required under this Agreement.
• Quality Standards: The Services shall be performed in a professional and workmanlike manner, consistent with industry standards and in compliance with all applicable laws and regulations in Georgia.
• Performance Criteria: The Services shall meet the following performance criteria: [Specific Performance Criteria].
• Milestones and Schedules:
  • Option A: The Services shall be completed according to the following milestones and schedule: [Milestone Schedule].
  • Option B: There is no specific milestone schedule for these services.
• Type of Service:
  • Option A: One-Time Service
  • Option B: Ongoing Service
  • Option C: Project-Based Service

2. Payment Terms and Compensation

• Total Fee:
  • Option A: The total fee for the Services is [Dollar Amount].
  • Option B: The Service Provider will be paid an hourly rate of [Dollar Amount] per hour.
• Retainer:
  • Option A: The Client shall pay the Service Provider a retainer of [Dollar Amount].
  • Option B: No retainer is required.
• Payment Schedule: The Client shall pay the Service Provider according to the following schedule: [Payment Schedule].
• Invoicing Procedures: The Service Provider shall submit invoices to the Client [Frequency, e.g., monthly]. The Client shall pay all undisputed invoices within [Number] days of receipt.
• Expenses:
  • Option A: The Client shall reimburse the Service Provider for reasonable expenses incurred in connection with the Services, subject to prior written approval.
  • Option B: All expenses are the responsibility of the Service Provider.
• Late Payment Interest: Any payments not received within [Number] days of the due date shall accrue interest at a rate of [Percentage]% per month, or the maximum rate permitted by Georgia law, whichever is lower.
• Compensation Structure:
  • Option A: Fixed-Price
  • Option B: Time-and-Materials

3. Duration and Termination

• Contract Term:
  • Option A: This Agreement shall commence on [Start Date] and shall continue until [End Date].
  • Option B: This Agreement shall continue until the Services are completed.
• Automatic Renewal:
  • Option A: This Agreement shall automatically renew for successive [Number] [Time Period, e.g., year] terms unless either Party provides written notice of non-renewal at least [Number] days prior to the end of the then-current term.
  • Option B: This Agreement will not automatically renew.
• Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within [Number] days after receiving written notice of the breach.
• Termination Without Cause:
  • Option A: Either Party may terminate this Agreement for any reason upon [Number] days written notice to the other Party.
  • Option B: This Agreement is not terminable without cause.
• Early Termination Fee:
  • Option A: If the Client terminates this Agreement without cause, the Client shall pay the Service Provider an early termination fee of [Dollar Amount].
  • Option B: There is no early termination fee.

4. Obligations and Responsibilities

• Client Cooperation: The Client shall cooperate with the Service Provider and provide all information and access reasonably necessary for the Service Provider to perform the Services.
• Information Supply: The Client is responsible for providing accurate and complete information to the Service Provider.
• Access to Premises: The Client shall provide the Service Provider with access to the Client's premises as necessary to perform the Services.
• Provider’s Assurances and Warranties: The Service Provider warrants that the Services will be performed in a professional and workmanlike manner.
• Limitation of Liability: The Service Provider's liability for any damages arising out of or related to this Agreement shall be limited to the amount of fees paid by the Client to the Service Provider under this Agreement.

5. Subcontracting and Assignment

• Subcontracting:
  • Option A: The Service Provider may subcontract any portion of the Services with the prior written consent of the Client.
  • Option B: The Service Provider shall not subcontract any portion of the Services.
• Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party.

6. Intellectual Property

• Pre-Existing IP: Each Party retains all rights to its pre-existing intellectual property.
• Newly Developed Materials:
  • Option A: Work-for-Hire: All materials developed by the Service Provider in connection with the Services shall be considered "work-for-hire" and shall be owned by the Client.
  • Option B: License Grant: The Service Provider grants the Client a non-exclusive, perpetual license to use the materials developed by the Service Provider in connection with the Services.
  • Option C: Joint Ownership: Intellectual property will be jointly owned by both parties.

7. Confidentiality, Non-Disclosure, and Data Protection

• Confidential Information: "Confidential Information" means any information disclosed by one Party to the other Party that is designated as confidential or that reasonably should be understood to be confidential.
• Obligations: Each Party shall protect the other Party's Confidential Information and shall not disclose it to any third party without the other Party's prior written consent.
• Duration: The confidentiality obligations under this Agreement shall survive termination of this Agreement for a period of [Number] years.
• Exceptions: The confidentiality obligations under this Agreement shall not apply to information that is (a) publicly available; (b) already known to the receiving Party; (c) received from a third party without restriction; or (d) required to be disclosed by law.
• Data Protection: The Service Provider shall comply with all applicable data protection laws and regulations, including but not limited to the Georgia Personal Identity Protection Act.

8. Non-Solicitation and Non-Compete

• Non-Solicitation:
  • Option A: During the term of this Agreement and for a period of [Number] [Time Period, e.g., year] years after termination, the Service Provider shall not solicit or attempt to solicit any employees, clients, or customers of the Client. This restriction is limited to [Specific geographic area/counties within Georgia]
  • Option B: No non-solicitation clause.
• Non-Compete:
  • Option A: During the term of this Agreement and for a period of [Number] [Time Period, e.g., year] years after termination, the Service Provider shall not engage in any business that is competitive with the Client's business within [Specific geographic area/counties within Georgia]. This restriction is limited to [Specific scope of restricted activities].
  • Option B: No non-compete clause.
• Enforceability: The Parties acknowledge that the non-solicitation and non-compete provisions of this Agreement are reasonable and necessary to protect the Client's legitimate business interests, as required under Georgia's Restrictive Covenants Act.

9. Indemnification, Waivers, and Limitations of Liability

• Indemnification:
  • Option A: Mutual Indemnity: 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 related to its breach of this Agreement or its negligence or willful misconduct.
  • Option B: One-Sided Indemnity: The Service Provider shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or related to the Service Provider’s breach of this Agreement or its negligence or willful misconduct.
  • Option C: No Indemnity Clause
• Waivers: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced.
• Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

10. Dispute Resolution

• Escalation: The Parties shall first attempt to resolve any disputes arising out of or related to this Agreement through good faith negotiation.
• Mediation:
  • Option A: If the Parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, Georgia].
  • Option B: No Mediation
• Arbitration:
  • Option A: Any dispute arising out of or relating to this Agreement that is not resolved through mediation shall be resolved by binding arbitration in [City, Georgia] in accordance with the rules of the American Arbitration Association.
  • Option B: No Arbitration
• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. Any legal action arising out of or relating to this Agreement shall be brought in the courts of [County] County, Georgia.

11. Insurance

• Insurance Requirements:
  • Option A: The Service Provider shall maintain the following insurance coverage: [List of Insurance Coverage, e.g., General Liability, Professional Liability, Workers' Compensation]. The Service Provider shall provide the Client with certificates of insurance evidencing such coverage.
  • Option B: No insurance coverage is required.

12. Force Majeure

• Force Majeure Event: Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a Force Majeure Event. "Force Majeure Event" means any event beyond the reasonable control of the Party, including but not limited to acts of God, war, terrorism, riots, strikes, fires, floods, and government regulations.
• Procedure: If a Force Majeure Event occurs, the affected Party shall promptly notify the other Party and shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event.

13. Independent Contractor Status

• Independent Contractor: The Service Provider is an independent contractor and not an employee, agent, or partner of the Client.
• Taxes: The Service Provider is responsible for paying all applicable federal and Georgia state taxes, including but not limited to self-employment taxes.
• Benefits: The Service Provider is not entitled to any employee benefits from the Client.

14. Compliance with Laws

• Compliance: The Service Provider shall comply with all applicable federal, state (Georgia), and local laws, regulations, and ordinances in performing the Services. This includes, but is not limited to, any required licensing or registration requirements in Georgia.

15. General Provisions

• Entire Agreement: This Agreement 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.
• Amendment and Waiver: This Agreement may be amended or waived only by a written instrument signed by both Parties.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party.
• Notices: All notices under this Agreement shall be in writing and shall be deemed to be duly given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier to the addresses set forth above.
• Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
• Execution: 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 shall be accepted as original signatures.

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

[Service Provider Name]

By: [Service Provider Authorized Signatory Name]

Title: [Service Provider Authorized Signatory Title]

[Client Name]

By: [Client Authorized Signatory Name]

Title: [Client Authorized Signatory Title]