Indiana service contract template

Indiana Service Contract

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

• [Service Provider Legal Name], located at [Service Provider Address] (“Service Provider”), and
• [Client Legal Name], located at [Client Address] (“Client”).

1. Scope of Services

• The Service Provider agrees to provide the following services to the Client: [Description of Services].
• Details regarding the services:
  • Option A: The services shall be performed in the following manner: [Detailed Description of Manner of Performance].
  • Option B: The services shall be performed according to the following schedule: [Detailed Schedule of Performance].
  • Option C: Expected deliverables include: [List of Deliverables].

2. Obligations and Responsibilities

• Client Obligations:
  • Option A: The Client shall provide the Service Provider with [List of Materials].
  • Option B: The Client shall provide the Service Provider with reasonable cooperation as necessary to perform the services.
• Service Provider Standards:
  • Option A: The Service Provider shall perform the services in a professional and workmanlike manner.
  • Option B: The Service Provider warrants that the services will conform to the specifications outlined in Section 1.

3. Term and Termination

• Term of Agreement:
  • Option A: This Agreement shall commence on [Start Date] and continue until [End Date] (Fixed-Term).
  • Option B: This Agreement shall commence on [Start Date] and continue until terminated as provided herein (Open-Ended).
  • Option C: This Agreement shall commence on [Start Date] and end upon the completion of [Project Description] (Project-Based).
  • Option D: This Agreement will automatically renew for successive terms of [Renewal Term Length], unless either party provides written notice of termination at least [Notice Period] days prior to the end of the then-current term (Auto-Renewal).
• Termination:
  • Option A: This Agreement may be terminated by either party upon [Notice Period] written notice to the other party (Termination for Convenience).
  • Option B: This Agreement may be terminated by either party for cause if the other party materially breaches this Agreement and fails to cure such breach within [Cure Period] days after written notice of such breach (Termination for Cause).
  • Option C: Upon termination, the Service Provider shall return all Client materials and cease all further work.
  • Option D: Upon termination, the Client shall pay the Service Provider for all services performed up to the date of termination, less any damages caused by the Service Provider’s breach.

4. Fees and Compensation

• Compensation Structure:
  • Option A: The Client shall pay the Service Provider a flat fee of [Dollar Amount] for the services (Flat-Fee).
  • Option B: The Client shall pay the Service Provider [Dollar Amount] per hour for the services (Hourly).
  • Option C: The Client shall pay the Service Provider according to the following milestone schedule: [Milestone Schedule].
  • Option D: The Client shall pay the Service Provider a retainer of [Dollar Amount] per month (Retainer-Based).
• Invoicing and Payment:
  • Option A: The Service Provider shall submit invoices to the Client on a [Invoice Frequency] basis.
  • Option B: Payment is due within [Number] days of the invoice date.
  • Option C: Late payments shall accrue interest at a rate of [Interest Rate]% per month.
  • Option D: The Client shall reimburse the Service Provider for reasonable expenses incurred in connection with the services, subject to prior written approval.

5. Change Orders

Any changes to the scope of services must be documented in a written amendment to this Agreement, signed by both parties. The amendment shall describe the changes to the services and any adjustments to the compensation.

6. Confidentiality

• Definition of Confidential Information:
  • Option A: "Confidential Information" means any information disclosed by one party to the other party that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• Duration of Confidentiality:
  • Option A: The confidentiality obligations shall survive the termination of this Agreement for a period of [Number] years.
  • Option B: There is no expiry to the confidentiality obligations.
• Exclusions to Confidentiality:
  • Option A: The confidentiality obligations shall not apply to information that is publicly available, already known to the receiving party, or received from a third party without a duty of confidentiality.
• Consequences of Breach:
  • Option A: A breach of the confidentiality provisions may result in irreparable harm, and the non-breaching party shall be entitled to injunctive relief in addition to any other remedies available at law or equity.

7. Intellectual Property

• Ownership of Work Product:
  • Option A: The Service Provider hereby assigns to the Client all right, title, and interest in and to any work product created in connection with the services.
  • Option B: The Service Provider retains ownership of the work product, but grants the Client a non-exclusive, perpetual, royalty-free license to use the work product for [Specific Use].
• Pre-Existing Intellectual Property:
  • Option A: Each party retains ownership of its pre-existing intellectual property.
• Indemnification for IP Infringement:
  • Option A: The Service Provider shall indemnify and hold harmless the Client from any claims of intellectual property infringement arising out of the Service Provider’s work product.

8. Non-Solicitation and Non-Compete (Consider Indiana Law Requirements)

• Non-Solicitation:
  • Option A: During the term of this Agreement and for a period of [Number] years thereafter, the Client shall not solicit for employment any employee of the Service Provider.
  • Option B: During the term of this Agreement and for a period of [Number] years thereafter, the Service Provider shall not solicit for employment any employee of the Client.
• Non-Compete: (Note Indiana requires reasonable limitations)
  • Option A: During the term of this Agreement and for a period of [Number] years thereafter, within a geographic area of [Geographic Area], the Service Provider shall not engage in any business that is competitive with the Client’s business.
  • Option B: No Non-compete restrictions apply.

9. Representations and Warranties

• Authority to Contract: Both parties represent and warrant that they have the full power and authority to enter into this Agreement.
• Ability to Perform: The Service Provider represents and warrants that it has the skills, knowledge, and resources necessary to perform the services.
• Conformance of Services: The Service Provider warrants that the services will conform to the specifications outlined in Section 1.

10. Indemnification and Liability

• Indemnification:
  • Option A: The Service Provider shall indemnify and hold harmless the Client from any claims, damages, or liabilities arising out of the Service Provider’s negligence or willful misconduct.
  • Option B: The Client shall indemnify and hold harmless the Service Provider from any claims, damages, or liabilities arising out of the Client’s negligence or willful misconduct.
  • Option C: Indemnification is mutual.
• Limitation of Liability:
  • Option A: In no event shall either party be liable for any consequential, incidental, indirect, special, or punitive damages arising out of or relating to this Agreement.
  • Option B: The total liability of either party shall be limited to the amount of fees paid by the Client to the Service Provider under this Agreement.

11. Dispute Resolution

• Method of Dispute Resolution:
  • Option A: Any dispute arising out of or relating to this Agreement shall be resolved through negotiation.
  • Option B: If negotiation fails, the parties shall submit the dispute to mediation.
  • Option C: If mediation fails, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
  • Option D: Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the courts of Indiana.
• Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.

12. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent that such failure is caused by a force majeure event, such as acts of God, war, terrorism, or natural disasters.

13. Assignment

• Option A: Neither party may assign this Agreement without the prior written consent of the other party.
• Option B: Either party may assign this Agreement to a successor in interest in the event of a merger, acquisition, or sale of substantially all of its assets.

14. 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.

15. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

16. Notice

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

17. Severability

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

18. Compliance with Law

The Service Provider shall comply with all applicable federal, state, and local laws and regulations in performing the services. This includes but is not limited to [Relevant Indiana Statutes].

19. Independent Contractor Status

It is understood that the Service Provider is an independent contractor and not an employee of the Client. The Client shall not be responsible for paying any taxes, benefits, or insurance on behalf of the Service Provider. The Service Provider is responsible for all federal and Indiana state taxes and other obligations associated with payments received under this Agreement.

• Option A: The Service provider shall indemnify the client for any claims arising out of misclassification of the service provider as an independent contractor.

20. Anti-Discrimination

• Option A: The Service Provider shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, disability, or any other characteristic protected by federal or Indiana law.
• Option B: The client shall not discriminate against any service provider on the basis of race, color, religion, sex, national origin, age, disability, or any other characteristic protected by federal or Indiana law.

21. Attorney Fees

• Option A: In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees and costs.

22. Blue Pencil Clause

If any provision of this Agreement is determined to be unenforceable, the parties agree that the court shall have the power to modify the provision to the minimum extent necessary to make it enforceable, while still giving effect to the parties’ intent.

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

[Service Provider Legal Name]

By: [Service Provider Signature]

Name: [Service Provider Printed Name]

Title: [Service Provider Title]

[Client Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]