Illinois service contract template

Illinois Service Contract

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

[Company Name], a [State] [Entity Type] with its principal place of business at [Address], hereinafter referred to as "Client," and

[Service Provider Name], a [State] [Entity Type] with its principal place of business at [Address], hereinafter referred to as "Service Provider."

Scope of Services

• The Service Provider agrees to provide the following services to the Client: [Description of Services]
• Options:
  • Detailed Description attached as Appendix A.
  • Services to be provided at the following location(s): [Address(es)]
• Deliverables: [List of Deliverables]
• Milestones: [List of Milestones and Corresponding Dates]
• Performance Standards: [Detailed Performance Standards]

Compensation

• The Client shall compensate the Service Provider as follows:
• Options:
  • Option A: Fixed Fee of [Dollar Amount]
  • Option B: Hourly Rate of [Dollar Amount] per hour, not to exceed [Dollar Amount] total.
  • Option C: Milestone-based payments as follows: [Milestone] - [Dollar Amount]
• Invoicing: The Service Provider shall submit invoices to the Client [Frequency] to [Email Address/Address].
• Payment Schedule: Client will pay invoices within [Number] days of receipt.
• Reimbursement of Expenses: Client will reimburse the Service Provider for reasonable expenses incurred in the performance of services, subject to prior written approval, not to exceed [Dollar Amount].
• Late Payment Penalty: Late payments shall accrue interest at a rate of [Percentage] per month, or the maximum rate permitted by Illinois law, whichever is lower.
• Taxes: Client is responsible for all applicable taxes, if any.

Term and Termination

• This Agreement shall commence on [Start Date] and shall continue:
• Options:
  • Option A: For a fixed term of [Number] [Months/Years], expiring on [End Date].
  • Option B: Until terminated as provided herein.
• Termination for Cause: Either party may terminate this Agreement for cause upon [Number] days written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.
• Termination for Convenience: The Client may terminate this Agreement for convenience upon [Number] days written notice to the Service Provider. The Service Provider may terminate this Agreement for convenience upon [Number] days written notice to the Client.
• Rights and Responsibilities Upon Termination: Upon termination, the Service Provider shall deliver to the Client all completed and partially completed deliverables. The Client shall pay the Service Provider for all services performed and expenses incurred up to the date of termination.

Responsibilities

• Service Provider Responsibilities: The Service Provider shall perform the services in a professional and workmanlike manner, in accordance with industry standards.
• Client Responsibilities: The Client shall provide the Service Provider with the necessary materials, resources, and access to [Specific Resources] required to perform the services. The Client will provide a dedicated contact, [Contact Name] at [Contact Email], to facilitate communication.

Changes to Scope of Services

• Any changes to the scope of services must be agreed upon in writing by both parties in a Change Order.
• The Change Order shall include a detailed description of the change, any adjustments to the compensation, and any changes to the timeline.
• Procedure for Requesting Amendments: Either party may request an amendment by providing written notice to the other party.

Intellectual Property

• Ownership of Deliverables: The Client shall own all right, title, and interest in and to the deliverables created by the Service Provider under this Agreement.
• Options:
  • Option A: The Service Provider retains ownership of pre-existing IP, but grants the Client a non-exclusive license to use such IP as part of the deliverables.
  • Option B: All intellectual property rights created during the term of this agreement are jointly owned by the client and service provider.
• Service Provider’s Pre-Existing IP: The Service Provider retains all right, title, and interest in and to its pre-existing intellectual property.

Confidentiality

• Both parties agree to hold confidential all non-public information received from the other party.
• Time Period of Confidentiality: This obligation of confidentiality shall continue for [Number] years after the termination of this Agreement.
• Permitted Disclosures: Disclosure is permitted if required by law, after reasonable notice to the other party.
• Obligations:
  • Option A: Mutual Confidentiality Obligations.
  • Option B: Unilateral Confidentiality Obligation (Service Provider to Client).

Data Privacy and Security

• The Service Provider shall comply with all applicable data privacy and security laws, including Illinois-specific privacy laws [Specific Illinois Laws].
• Data Retention: The Service Provider shall retain the Client's data for [Number] days after the termination of this Agreement.
• Breach Notification: The Service Provider shall notify the Client of any data breach within [Number] hours of discovery.

Warranties and Representations

• The Service Provider warrants that the services will be performed in a professional and workmanlike manner.
• The Client warrants that it has the authority to enter into this Agreement.

Indemnification and Liability

• The Service Provider shall indemnify and hold harmless the Client from any claims arising out of the Service Provider's negligence or willful misconduct.
• Options:
  • Option A: Liability shall be capped at [Dollar Amount].
  • Option B: Liability is unlimited.
• The Client shall indemnify and hold harmless the Service Provider from any claims arising out of the Client's negligence or willful misconduct.

Insurance

• The Service Provider shall maintain the following insurance coverage:
  • General Liability: [Dollar Amount]
  • Professional Liability: [Dollar Amount]
  • Workers’ Compensation: As required by Illinois law.
• Evidence of Insurance: The Service Provider shall provide the Client with certificates of insurance upon request.

Dispute Resolution

• Any disputes arising out of this Agreement shall be resolved as follows:
• Options:
  • Option A: Negotiation
  • Option B: Mediation
  • Option C: Arbitration in accordance with the rules of the American Arbitration Association.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.
• Forum: Any legal action shall be brought in the courts of [County] County, Illinois.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, government action, labor disputes, or epidemics.

Compliance with Laws and Regulations

The Service Provider shall comply with all applicable federal, state, and local laws and regulations, including the Illinois Wage Payment and Collection Act, the Illinois Consumer Fraud and Deceptive Business Practices Act (if applicable), and equal employment opportunity laws.

Non-Solicitation/Non-Compete

• Options:
  • Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] years thereafter, the Client shall not solicit the Service Provider's employees.
  • Option B: Non-Compete: During the term of this Agreement and for a period of [Number] [Months/Years] thereafter, the Service Provider shall not engage in any business that directly competes with the Client's business within a [Number] mile radius of the Client's principal place of business. This clause is enforceable only to the extent permitted by Illinois law.

Conflict of Interest/Exclusivity

• Options:
  • Option A: Conflict of Interest: The Service Provider warrants that it has no conflict of interest that would prevent it from performing the services under this Agreement.
  • Option B: Exclusivity: The Service Provider shall provide the services exclusively to the Client during the term of this Agreement.

Assignment and Subcontracting

• Neither party may assign this Agreement without the prior written consent of the other party.
• The Service Provider may not subcontract any of the services without the prior written consent of the Client.

Notice

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth above.

Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Survival: The provisions regarding confidentiality, intellectual property, indemnification, and dispute resolution shall survive the termination of this Agreement.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Waiver: 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.
• 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.

Illinois Law Compliance

• The Service Provider shall adhere to all applicable Illinois laws, including requirements for maintaining records and allowing Client audit or inspection, if required.
• If services involve minors, disabled persons, or healthcare, the Service Provider shall comply with all additional Illinois-required safeguards and screenings.

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

Client:

____________________________
Signature

[Client Printed Name]

[Client Title]

Date: ____________________________

Service Provider:

____________________________
Signature

[Service Provider Printed Name]

[Service Provider Title]

Date: ____________________________

Appendix A: [Optional: Detailed Description of Services]

Appendix B: [Optional: Supplemental Terms]