Iowa service contract template

Iowa Service Contract

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

[Client Legal Name], a [Client Entity Type, e.g., Individual, Corporation, LLC], with its principal place of business at [Client Address], hereinafter referred to as “Client,” and

[Service Provider Legal Name], a [Service Provider Entity Type, e.g., Individual, Corporation, LLC], with its principal place of business at [Service Provider Address], hereinafter referred to as “Service Provider.”

Recitals

WHEREAS, Client desires to engage Service Provider to provide certain services; and

WHEREAS, Service Provider is willing to provide such services to Client;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Services

Description of Services: Service Provider shall provide the following services (the "Services"): [Detailed Description of Services].

Deliverables: The Services shall include the following deliverables: [List of Deliverables].

Milestones: The Services shall be completed according to the following milestones: [List of Milestones with Dates].

Timelines: The Services shall be completed within the following timelines: [Specific Timelines].

Performance Standards: Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws and regulations, including those specific to Iowa.

Service Frequency and Method:

Option A: One-Time Service

Option B: Recurring Services

Frequency: [Frequency, e.g., Weekly, Monthly]

Method: [Method, e.g., On-site, Remote]

Option C: Project-Based Services

2. Term and Termination

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

Option A: For a fixed term ending on [End Date].

Option B: Until terminated as provided herein.

Renewal:

Option A: This Agreement shall automatically renew for successive [Number] [Time Period, e.g., year] terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.

Option B: This Agreement shall not automatically renew.

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 thereof.

Without Cause: Client may terminate this Agreement without cause upon [Number] days written notice to Service Provider.

Immediate Termination: Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or has a receiver appointed.

Effect of Termination: Upon termination of this Agreement, Service Provider shall:

Cease providing services.

Return all Client property.

Provide reasonable transition assistance.

Be entitled to payment for services performed up to the date of termination.

3. Payment Terms

Compensation: Client shall compensate Service Provider as follows:

Option A: Flat Fee: [Dollar Amount] for the entire Services.

Option B: Hourly Rate: [Dollar Amount] per hour.

Option C: Milestone-Based: Payment upon completion of each milestone as follows: [Milestone and Corresponding Payment].

Invoicing: Service Provider shall submit invoices to Client [Invoicing Schedule, e.g., Monthly, Upon Completion].

Payment Method: Client shall make payments by:

Option A: Check

Option B: ACH

Option C: Wire Transfer

Late Payment: Payments not received within [Number] days of the invoice date shall be subject to a late payment fee of [Percentage]% per month or the maximum rate allowed by Iowa law, whichever is lower.

Reimbursable Expenses: Client shall reimburse Service Provider for reasonable and pre-approved expenses, including [List of Reimbursable Expenses].

Taxes: Service Provider is responsible for all applicable taxes, including self-employment taxes, unless otherwise agreed in writing. Client is responsible for remitting Iowa sales tax where applicable.

4. Obligations and Warranties

Service Provider Obligations: Service Provider shall:

Provide the Services in a professional and workmanlike manner.

Comply with all applicable laws and regulations.

Maintain all necessary licenses and permits, including those required by the State of Iowa.

Maintain adequate insurance coverage.

Client Obligations: Client shall:

Provide Service Provider with access to necessary information and resources.

Cooperate with Service Provider in the performance of the Services.

Make timely payments.

Warranties: Service Provider warrants that the Services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5. Client-Provided Materials

Client shall provide the following materials, equipment, or facilities to Service Provider: [List of Materials]. Client is responsible for the suitability of these materials.

6. Intellectual Property

Ownership:

Option A: Work Made for Hire: All intellectual property created by Service Provider in connection with the Services shall be owned by Client and shall be considered a "work made for hire" under copyright law.

Option B: Assignment: Service Provider hereby assigns to Client all right, title, and interest in and to all intellectual property created by Service Provider in connection with the Services.

Option C: Retained Rights: Service Provider retains ownership of its pre-existing intellectual property.

Third-Party IP: Service Provider shall not infringe on the intellectual property rights of any third party.

7. Confidentiality

Confidential Information: Both parties agree to hold confidential all non-public information disclosed by the other party.

Duration:

Option A: During the term of this Agreement.

Option B: During and after the term of this Agreement.

Permitted Disclosures: Disclosure is permitted to employees, agents, or contractors who have a need to know and are bound by similar confidentiality obligations.

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; or (c) is required to be disclosed by law or court order.

8. Data Privacy and Security

Compliance: If the Services involve the processing of personal information, Service Provider shall comply with all applicable data privacy laws, including but not limited to the Iowa Consumer Data Protection Act and any applicable federal laws such as HIPAA or GLBA.

Security Measures: Service Provider shall implement and maintain reasonable security measures to protect the confidentiality and security of personal information.

Breach Notification: In the event of a data breach, Service Provider shall notify Client within [Number] hours of discovery.

9. Independent Contractor

Relationship: It is understood and agreed that Service Provider is an independent contractor and not an employee, partner, or joint venturer of Client.

Benefits: Service Provider is not entitled to any employee benefits, including but not limited to health insurance, vacation time, or retirement plans.

Withholding: Client will not withhold any taxes from payments to Service Provider unless required by law.

10. Non-Competition/Non-Solicitation (Iowa Specific)

Non-Competition:

Option A: Service Provider shall not, during the term of this Agreement and for a period of [Number] [Time Period, e.g., years] after termination, engage in any business that competes with the business of Client within [Specific Geographic Area, e.g., Iowa]. This provision will only be enforceable if deemed reasonable under Iowa law.

Option B: No non-compete restrictions apply.

Non-Solicitation: Service Provider shall not, during the term of this Agreement and for a period of [Number] [Time Period, e.g., years] after termination, solicit the employees or customers of Client.

Enforceability: The parties acknowledge that the enforceability of non-competition agreements is subject to Iowa law and will be determined by a court of competent jurisdiction.

11. Dispute Resolution

Negotiation: The parties shall first attempt to resolve any disputes through good faith negotiation.

Mediation: If negotiation fails, the parties shall attempt to resolve the dispute through mediation in [City, Iowa], using a mediator mutually agreed upon by the parties.

Arbitration:

Option A: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in [City, Iowa] in accordance with the rules of the American Arbitration Association.

Option B: Arbitration is not required.

Litigation: If negotiation, mediation, or arbitration (if applicable) fails, either party may bring an action in the state or federal courts located in [County], Iowa.

Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict of laws principles.

12. Limitation of Liability

Limitation: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap: IN NO EVENT SHALL CLIENT’S LIABILITY EXCEED THE AMOUNT PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT.

Iowa Specific: This section is subject to limitations and restrictions under Iowa law regarding waivers of consequential damages.

13. Indemnification

Indemnification:

Option A: Mutual: Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to its breach of this Agreement or its negligence or willful misconduct.

Option B: Unilateral: Service Provider agrees to indemnify, defend, and hold harmless Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Service Provider’s breach of this Agreement or its negligence or willful misconduct.

14. Insurance

Insurance Requirements: Service Provider shall maintain the following insurance coverage: [List of Insurance Types and Coverage Amounts]. Service Provider shall provide Client with certificates of insurance upon request.

15. Force Majeure

Definition: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, fire, flood, earthquake, or government action.

Obligations: 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 event.

16. Assignment

Assignment:

Option A: Neither party may assign this Agreement without the prior written consent of the other party.

Option B: Client may assign this Agreement to a successor in interest without Service Provider's consent. Service provider needs prior approval.

17. Compliance with Laws

Compliance: Both parties shall comply with all applicable laws, regulations, permits, and licenses, including those specific to the State of Iowa.

18. Notice

Method: All notices under this Agreement shall be in writing and shall be deemed to be duly given when: (a) delivered personally; (b) sent by certified or registered mail, return receipt requested; or (c) sent by email (with confirmation of receipt).

Addresses: Notices shall be sent to the following addresses:

Client: [Client Address], Email: [Client Email]

Service Provider: [Service Provider Address], Email: [Service Provider Email]

19. Entire Agreement

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.

20. Amendment

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

21. Severability

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

22. Waivers

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.

23. Headings

Headings: The headings in this Agreement are for convenience only and shall not affect its interpretation.

24. Iowa-Specific Provisions (If Applicable)

[List Iowa-Specific Provisions, e.g., construction contractor registration, agricultural custom service notice, etc.]

25. Signatures

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

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

[Service Provider Legal Name]

By: [Service Provider Name]

Title: [Service Provider Title]

Schedule A: [Description of Additional Schedule - e.g. Statement of Work, Exhibits]