Kentucky service contract template

Kentucky Service Contract

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

[Service Provider Legal Name], a [Service Provider Entity Type, e.g., Individual, LLC, Corporation], with a principal place of business at [Service Provider Address], telephone number [Service Provider Phone Number], and [Service Provider EIN, if applicable], hereinafter referred to as "Provider,"

and

[Client Legal Name], a [Client Entity Type, e.g., Individual, LLC, Corporation], with a principal place of business at [Client Address], telephone number [Client Phone Number], and [Client EIN, if applicable], hereinafter referred to as "Client."

1. Scope of Services

Option A: Comprehensive Service Description

Provider shall provide the following services (the "Services") as described in detail in [Attached Exhibit A].

Option B: Limited Service Description

Provider shall provide the following Services: [Detailed Description of Services].

Deliverables: [List of Deliverables]

Milestones: [List of Project Milestones]

Performance Standards: [Description of Performance Standards and Metrics]

2. Service Location & Delivery Terms

Service Location: [Service Location(s)]

Delivery Terms: [On-site, Remote, etc.]

Option A: Travel Expenses

Client shall reimburse Provider for reasonable and necessary travel expenses incurred in connection with the performance of the Services, subject to prior written approval by Client.

Option B: Site Access Requirements

Client shall provide Provider with reasonable access to its premises and facilities as necessary for Provider to perform the Services.

3. Service Period

Option A: Fixed Duration

The Services shall commence on [Start Date] and shall continue until [End Date].

Option B: Ongoing Arrangement

The Services shall commence on [Start Date] and shall continue until terminated as provided herein.

Option C: Auto-Renewal (Delete if Not Applicable)

This Agreement shall automatically renew for successive [Renewal Period] periods unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.

Option D: Project Based (Delete if Not Applicable)

The Service will continue until the project defined in section 1 is completed.

The projected completion date for this project is [Date].

4. Compensation

Total Fee: [Total Fee Amount]

Payment Structure:

Option A: Hourly Rate

Provider shall be compensated at an hourly rate of [Hourly Rate].

Option B: Flat Fee

Provider shall be compensated a flat fee of [Flat Fee Amount].

Option C: Retainer

Client shall pay Provider a retainer fee of [Retainer Fee Amount] per [Time Period].

Payment Schedule: [Payment Schedule, e.g., Monthly, Upon Completion]

Invoicing Requirements: [Invoicing Requirements]

Reimbursement of Expenses: [Description of Reimbursable Expenses]

Adjustments to Compensation: [Mechanisms for Adjusting Compensation]

5. Tax Responsibility

Provider acknowledges and agrees that Provider is solely responsible for all federal, state, and local taxes arising out of or related to Provider's performance of the Services, including, without limitation, self-employment taxes, income taxes, and any other applicable taxes. Provider is not an employee of Client, and Client will not withhold any taxes from payments made to Provider.

6. Modifications and Change Orders

Option A: Written Amendments Required

No modification or amendment of this Agreement shall be valid unless it is in writing and signed by both parties.

Option B: Change Order Process

Any changes to the Services, cost, or timeline must be documented in a written change order signed by both parties. The change order shall specify the scope of the changes, the adjusted compensation, and any revised deadlines.

7. Obligations and Representations

Provider Obligations:

Licensing and Permits: [Detailed Licensing and Permit Requirements, if Applicable]

Insurance: Provider shall maintain [General Liability Insurance] and [Workers' Compensation Insurance] as required by Kentucky law, at Provider’s own expense.

Compliance: Provider shall comply with all applicable federal, state, and local laws and regulations in performing the Services.

Client Obligations:

Client shall provide Provider with all information and materials reasonably necessary for Provider to perform the Services.

Client shall pay Provider in accordance with the payment terms set forth in this Agreement.

8. Confidentiality and Non-Disclosure

Option A: Mutual Confidentiality

Both parties agree to hold each other's confidential information in strict confidence and not to disclose it to any third party without the prior written consent of the other party.

Option B: Unilateral Confidentiality (Client Protecting Information)

Provider agrees to hold Client's confidential information in strict confidence and not to disclose it to any third party without the prior written consent of Client.

Confidential Information: [Definition of Confidential Information]

Duration: [Duration of Confidentiality Obligations]

Exceptions: [Exceptions to Confidentiality Obligations, e.g., Disclosures Required by Law]

9. Intellectual Property and Ownership

Option A: Assignment of All Rights

All intellectual property rights in any work product created by Provider in connection with the Services shall be owned by Client. Provider hereby assigns to Client all right, title, and interest in and to such work product.

Option B: License Grant

Provider grants Client a [Type of License, e.g., perpetual, irrevocable, non-exclusive] license to use the work product created by Provider in connection with the Services.

Specific Deliverables: [List Specific Deliverables Subject to IP Assignment or License]

10. Indemnification and Limitation of Liability

Option A: Mutual Indemnification

Each party shall indemnify, defend, 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 negligent acts or omissions.

Option B: Provider Indemnification

Provider shall indemnify, defend, and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or related to Provider's breach of this Agreement or Provider’s negligent acts or omissions.

Limitation of Liability: [Limits on Damages and Remedies]

11. Non-Compete, Non-Solicitation, and Non-Circumvention (Optional)

Option A: Include Non-Compete

During the term of this Agreement and for a period of [Duration] thereafter, Provider shall not, directly or indirectly, engage in any business that competes with Client's business within [Geographic Scope].

Option B: Include Non-Solicitation

During the term of this Agreement and for a period of [Duration] thereafter, Provider shall not solicit any of Client's employees, customers, or vendors.

Option C: Include Non-Circumvention

Provider agrees not to circumvent Client by directly engaging with or soliciting services from any clients, customers, or business relationships introduced by Client.

Client’s introduction of any client, customer, or business relationship creates a valid protectable interest.

12. Default, Termination, and Cancellation

Termination for Cause:

Either party may terminate this Agreement for cause upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after receipt of written notice of such breach.

Termination for Convenience:

Client may terminate this Agreement for convenience upon [Number] days written notice to Provider.

Required Notice Period: [Notice Period for Termination]

Final Payment/Settlement: [Final Invoice, Return of Materials, Transition Support]

13. Dispute Resolution

Option A: Negotiation

The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations.

Option B: Mediation

If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, Kentucky].

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky.

Venue: The venue for any legal action arising out of or relating to this Agreement shall be in [County, Kentucky].

14. Assignment and Subcontracting

Option A: No Assignment

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.

Option B: Subcontracting Permitted

Provider may subcontract any portion of the Services to qualified subcontractors, provided that Provider remains fully responsible for the performance of such subcontractors.

15. Independent Contractor Status

Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Client shall not be responsible for withholding any taxes from payments made to Provider. Provider understands that Provider is not eligible for any benefits or compensation typically given to employees of Client.

Provider is responsible for reporting and paying all applicable Kentucky income taxes and other required taxes related to payment from Client.

16. Force Majeure

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, or other natural disasters.

17. Waiver

No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party waiving the provision.

18. 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.

19. Severability

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

20. 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, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

21. Consumer Protection Disclosures (If Applicable)

[Consumer Protection Disclosures Required by Kentucky Statutes, e.g., Cancellation Rights for Certain Services]

22. Anti-Discrimination/Equal Opportunity (If Applicable)

Client and Provider are equal opportunity entities and agree to comply with all applicable anti-discrimination and equal opportunity laws and regulations.

23. Schedules, Exhibits, and Attachments

Exhibit A: [Description of Services]

Exhibit B: [Pricing and Payment Details]

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]