Hawaii service contract template

Hawaii Service Contract

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

• [Service Provider Name], a [State] [Entity Type, e.g., Corporation], with a principal place of business at [Service Provider Address] ("Service Provider"), and
• [Client Name], a [State] [Entity Type, e.g., Individual], with a principal place of business at [Client Address] ("Client").

1. Services

• Option A: General Description: Service Provider shall provide the following services to Client: [Description of Services].
• Option B: Detailed Scope: The Services to be provided are described in Schedule A attached hereto and incorporated herein by reference.
• Deliverables: Service Provider shall deliver the following deliverables: [List of Deliverables].
• Milestones: The Services will be performed according to the following milestones: [List of Milestones].
• Quality Standards: The Services will be performed to the following quality standards: [Description of Quality Standards].

2. Term and Commencement

• Option A: Fixed Term: This Agreement shall commence on [Start Date] and shall continue for a term of [Number] [Days/Months/Years], expiring on [End Date].
• Option B: Renewable Term: This Agreement shall commence on [Start Date] and shall continue for an initial term of [Number] [Days/Months/Years], automatically renewing for successive terms of [Number] [Days/Months/Years], unless either party provides written notice of termination at least [Number] [Days/Months] prior to the end of the then-current term.
• Option C: Indefinite Term: This Agreement shall commence on [Start Date] and continue until terminated as provided herein.

3. Compensation and Payment

• Option A: Fixed Fee: Client shall pay Service Provider a fixed fee of [Dollar Amount] for the Services.
• Option B: Hourly Rate: Client shall pay Service Provider an hourly rate of [Dollar Amount] per hour for the Services.
• Option C: Retainer: Client shall pay Service Provider a retainer fee of [Dollar Amount] per [Month/Quarter/Year].
• Option D: Per Milestone: Client shall pay Service Provider [Dollar Amount] upon completion of each milestone outlined in Section 1.
• Payment Schedule:
  • Option 1: Payment shall be made within [Number] days of receipt of invoice.
  • Option 2: [Percentage]% of the total fee shall be paid in advance, and the remaining balance shall be paid upon completion of the Services.
• Accepted Payment Methods: [List of Accepted Payment Methods]
• Late Payment Penalty: A late payment penalty of [Percentage]% per month will be assessed on any amounts outstanding after [Number] days from the invoice date.
• Expense Reimbursement: Client shall reimburse Service Provider for reasonable and necessary expenses incurred in connection with the Services, subject to prior written approval from Client.
• Hawaii GET Tax: All fees are exclusive of Hawaii General Excise Tax (GET), which shall be the responsibility of [Client/Service Provider]. If the Service Provider is responsible, the GET amount will be added to the invoices.

4. Performance Standards and Service Level Obligations

• Response Time: Service Provider shall respond to Client inquiries within [Number] [Hours/Days].
• Service Hours: The Services shall be performed during the following hours: [List of Service Hours].
• Reporting Requirements: Service Provider shall provide Client with [Frequency] reports regarding the status of the Services.
• Metrics/KPIs: The Services shall be measured against the following metrics/KPIs: [List of Metrics/KPIs].

5. Changes and Amendments

• Option A: Informal Amendment: Any changes to this Agreement must be mutually agreed upon in writing and signed by both parties.
• Option B: Formal Amendment: All requests for changes must be submitted in writing. If approved, a formal amendment to this agreement will be created and signed by both parties.

6. Client Obligations and Cooperation

• Provision of Information: Client shall provide Service Provider with all information reasonably necessary to perform the Services.
• Working Space: Client shall provide Service Provider with access to [Description of Working Space].
• Access: Client shall provide Service Provider with access to [Description of Access].

7. Warranties and Representations

• Service Quality: Service Provider warrants that the Services will be performed in a professional and workmanlike manner.
• Compliance with Laws: Service Provider represents that it will comply with all applicable laws and regulations, including Hawaii licensing requirements.
• Authority: Each party represents that it has the authority to enter into this Agreement.
• Option: Additional Warranties: [List of Additional Warranties]

8. Confidentiality

• Option A: Confidentiality Clause Included: Both parties agree to hold each other's confidential information in confidence.
• Option B: Confidentiality Clause Excluded

9. Intellectual Property

• Option A: Client Ownership: All deliverables created under this Agreement shall be the sole property of Client.
• Option B: Provider Ownership/License: Service Provider shall retain ownership of all deliverables, but grants Client a perpetual, non-exclusive license to use the deliverables.
• Pre-Existing IP: Any pre-existing intellectual property used in connection with the Services shall remain the property of its respective owner.

10. Restrictive Covenants

• Option A: No Restrictive Covenants: This agreement does not contain any restrictive covenants.
• Option B: Restrictive Covenants Included: Service Provider agrees not to solicit Client's customers or employees for a period of [Number] [Months/Years] following the termination of this Agreement.

11. Termination

• Option A: Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] [Days/Months] written notice.
• Option B: Termination for Cause: Either party may terminate this Agreement for cause upon [Number] [Days/Months] written notice if the other party materially breaches this Agreement and fails to cure such breach within [Number] [Days/Months] after written notice of such breach.
• Automatic Termination: This Agreement shall automatically terminate upon the bankruptcy or insolvency of either party.
• Post-Termination Obligations: Upon termination, Service Provider shall return all Client property and provide reasonable assistance to Client in transitioning the Services to another provider.

12. Limitation of Liability, Indemnification, and Insurance

• Limitation of Liability: Neither party shall be liable for any consequential, incidental, indirect, special, or punitive damages arising out of or relating to this Agreement.
• Indemnification: [Mutual Indemnification/Unilateral Indemnification/No Indemnification Clause]
• Insurance: Service Provider shall maintain [General Liability/Professional Liability/Workers' Compensation] insurance in amounts no less than [Dollar Amount].

13. Force Majeure

• Force Majeure Event: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event, including acts of God, natural disasters (including hurricanes and volcanic activity specific to Hawaii), government orders, or pandemics.

14. Governing Law and Dispute Resolution

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii.
• Venue: The exclusive venue for any disputes arising out of or relating to this Agreement shall be in the state courts of Hawaii.
• Dispute Resolution:
  • Option A: Negotiation, then Mediation, then Arbitration.
  • Option B: Negotiation, then Litigation.
  • Option C: Arbitration.

15. Boilerplate Provisions

• 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 hereof.
• Severability: If any provision of this Agreement 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 Agreement shall be effective unless in writing and signed by the waiving party.
• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
• Notices: All notices shall be in writing and sent to the addresses listed above.
• Counterparts/E-Signatures: This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

16. Hawaii-Specific Disclosures and Requirements

• Option A: Hawaii Consumer Protection Act: The Hawaii Consumer Protection Act may apply to certain aspects of this agreement.
• Option B: Hawaii GET Registration: Service Provider represents that they are registered with the State of Hawaii for General Excise Tax (GET) purposes.

17. Anti-Discrimination and Equal Opportunity

Service Provider agrees to comply with all applicable anti-discrimination laws and regulations, including Hawaii Revised Statutes prohibiting discrimination based on race, color, age, sex, sexual orientation, gender identity, disability, religion, ancestry, or marital status.

18. Data Privacy Compliance

• Option A: Data Privacy Compliance: If the Services involve the collection or processing of personal data of Hawaiian residents, Service Provider shall comply with all applicable data privacy laws.
• Option B: No Data Privacy Compliance required.

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

[Service Provider Name]

By: [Authorized Representative Name]

Title: [Title]

[Client Name]

By: [Authorized Representative Name]

Title: [Title]