Louisiana service contract template

Louisiana Service Contract

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

• [Service Provider Name], a [Entity Type, e.g., Individual, Corporation, LLC, Partnership], with a registered address at [Service Provider Address] ("Service Provider")
• and
• [Client Name], a [Entity Type, e.g., Individual, Corporation, LLC, Partnership], with a registered address at [Client Address] ("Client").

1. Scope of Services

Service Provider agrees to provide the following services to Client:

• Option A: Detailed Service Description: [Detailed Description of Services].
  • Deliverables: [List of Deliverables]
  • Expected Standards: [Description of Expected Standards]
  • Milestones: [List of Milestones with Dates]
  • Timelines: [Detailed Timelines for Each Service]
• Option B: Recurring Services: Ongoing provision of [Type of Recurring Service] on a [Frequency, e.g., weekly, monthly] basis.
  • Specific Tasks: [List of Specific Tasks Performed Regularly]
• Option C: One-Time Project: Completion of [Description of Project].
  • Project Start Date: [Start Date]
  • Project Completion Date: [Completion Date]

2. Service Period and Duration

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

• Option A: Fixed Term: For a term of [Number] [Days/Months/Years], expiring on [End Date].
• Option B: Renewal: 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: Until terminated by either party as provided herein.

3. Compensation

Client shall compensate Service Provider as follows:

• Option A: Fixed Fee: A fixed fee of [Dollar Amount] for the services described in Section 1.
• Option B: Hourly Rate: An hourly rate of [Dollar Amount] per hour for services rendered. Service Provider shall provide Client with detailed invoices.
• Option C: Retainer: A monthly retainer fee of [Dollar Amount] for [Number] hours of service per month. Additional hours will be billed at [Dollar Amount] per hour.
• Option D: Milestone Payments: Payment upon completion of each milestone as follows:
  • Milestone 1: [Description]: [Dollar Amount]
  • Milestone 2: [Description]: [Dollar Amount]
• Option E: Commission: [Percentage]% of [Description of Transaction]

Payment Terms: Payment is due within [Number] days of invoice date. Acceptable methods of payment are [List of Acceptable Payment Methods]. Reimbursement of Expenses: Client shall reimburse Service Provider for reasonable pre-approved expenses incurred in connection with the performance of services. Tax Liability: Service Provider is solely responsible for all taxes associated with payments received under this Agreement. Late Payment Penalty: Late payments shall be subject to a penalty of [Percentage]% per month or the maximum amount permitted by law, whichever is less.

4. Changes to Scope of Services

• Option A: Change Order Process: Any changes to the scope of services must be agreed upon in writing by both parties in a Change Order. The Change Order shall detail the revised services, deliverables, timelines, and compensation.
• Option B: Amendment Required: Any changes to the scope of services must be agreed upon in writing by both parties via a formal amendment to this agreement.

5. Responsibilities of Parties

• Service Provider Responsibilities:
  • Maintain mutually agreed standards of conduct.
  • Perform the services with reasonable skill and diligence.
  • Communicate regularly with Client regarding the progress of the services.
• Client Responsibilities:
  • Provide Service Provider with access to information and resources necessary to perform the services.
  • Cooperate with Service Provider in a timely manner.
  • Provide timely feedback and approvals.

6. Regulatory Compliance

Service Provider shall comply with all applicable federal, state, and local laws and regulations in the performance of the services.

• Option A: Louisiana Civil Code Compliance: This Agreement and the performance of services hereunder shall be governed by and construed in accordance with the laws of the State of Louisiana, including the Louisiana Civil Code.
• Option B: No Louisiana Specific Compliance: The parties agree that the laws of [Choose a State Other than Louisiana] will govern this Agreement.

7. Confidentiality

Service Provider shall maintain the confidentiality of all Client information and shall not disclose such information to any third party without Client's prior written consent.

• Option A: Restrictions on Publicity: Neither party shall issue any press release or make any public announcement relating to this Agreement without the other party's prior written consent.
• Option B: Mutual Confidentiality: Both parties agree to hold each other's confidential information in strict confidence.
• Option C: Trade Secret Protection: Service Provider acknowledges that Client's [Specific Trade Secret Information] constitutes valuable trade secrets and agrees to take all reasonable steps to protect such trade secrets from unauthorized disclosure.

8. Intellectual Property

• Option A: Client Ownership: All work product created by Service Provider in connection with the services shall be owned by Client.
• Option B: Service Provider Ownership: Service Provider shall retain ownership of all work product, but grants Client a non-exclusive, perpetual, royalty-free license to use the work product.
• Option C: Joint Ownership: Ownership of work product shall be jointly owned by Client and Service Provider.
• Option D: Waiver of Moral Rights: Service Provider hereby waives all moral rights in the work product.

9. Non-Solicitation and Non-Compete

• Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] [Months/Years] following its termination, Service Provider shall not solicit, directly or indirectly, any employees or customers of Client.
• Option B: Non-Compete: During the term of this Agreement and for a period of [Number] [Months/Years] following its termination, Service Provider shall not engage in any business that is competitive with Client's business within a radius of [Number] miles of Client's principal place of business.

Note: Under Louisiana law, non-compete agreements are strictly construed and must be limited in time, geography, and scope of activities.

10. Warranties and Representations

Service Provider warrants and represents that:

• The services will be performed in a professional and workmanlike manner.
• The services and deliverables will be original and do not infringe upon the intellectual property rights of any third party.
• Service Provider has the legal right to enter into this Agreement and perform the services.

11. Indemnification

• Option A: Mutual Indemnification: Each party shall indemnify, defend, and hold harmless the other party from and against any and all claims, damages, losses, and expenses arising out of or relating to its breach of this Agreement or its negligence or willful misconduct.
• Option B: Service Provider Indemnification: Service Provider shall indemnify, defend, and hold harmless Client from and against any and all claims, damages, losses, and expenses arising out of or relating to Service Provider's breach of this Agreement or its negligence or willful misconduct.
• Option C: No Indemnification: Neither party shall indemnify the other party.

12. Insurance

• Option A: Required Insurance: Service Provider shall maintain the following insurance coverage:
  • General Liability: [Dollar Amount] per occurrence
  • Professional Liability: [Dollar Amount] per claim
  • Workers' Compensation: As required by law
• Option B: No Insurance Required: Service Provider is not required to maintain any specific insurance coverage under this Agreement.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana.

• Choice of Venue: Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [Parish Name], Louisiana.
• Dispute Resolution:
  • Option A: Mediation: The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through mediation before resorting to litigation.
  • Option B: Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
  • Option C: Litigation: Any dispute arising out of or relating to this Agreement shall be resolved through litigation in the courts specified above.

14. Termination

This Agreement may be terminated as follows:

• Option A: Termination for Convenience: Either party may terminate this Agreement for any reason upon [Number] [Days/Months] written notice to the other party.
• Option B: Termination for Cause: Either party may terminate this Agreement immediately upon written notice to the other party if the other party breaches this Agreement and fails to cure such breach within [Number] [Days/Months] after receiving written notice of the breach.

Grounds for Immediate Termination: This Agreement may be terminated immediately by either party upon the occurrence of any of the following events:

• Insolvency of the other party
• Material breach of this Agreement that cannot be cured
• Force majeure event that prevents performance for an extended period.

Post-Termination Obligations: Upon termination of this Agreement, Service Provider shall return all Client property and confidential information. Client shall pay Service Provider for all services performed up to the date of termination.

15. Assignment and Subcontracting

• Option A: No Assignment or Subcontracting: Service Provider may not assign this Agreement or subcontract any of its duties without Client's prior written consent.
• Option B: Assignment with Consent: Service Provider may assign this Agreement or subcontract any of its duties with Client's prior written consent, which shall not be unreasonably withheld.
• Option C: Subcontracting Allowed: Service Provider may subcontract portions of the services without seeking client consent.

16. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, including but not limited to acts of God, natural disasters, war, strikes, or government regulations.

17. Limitation of Liability

Client shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or relating to this Agreement. Service Provider’s maximum liability under this agreement will be [Dollar Amount].

18. Boilerplate Provisions

• Notices: All notices under this Agreement shall be in writing and shall be deemed to be duly given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier to the addresses set forth above.
• 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.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Counterparts/Electronic Signatures: 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. Electronic signatures shall be accepted as original signatures.

19. Louisiana Specific Clauses (Optional)

• Cause: The cause of this agreement is [Briefly Describe the Cause] as defined under the Louisiana Civil Code.
• Consent: The parties freely and knowingly consent to all terms and conditions of this agreement as required under the Louisiana Civil Code.

20. Remedies and Damages for Breach

• Attorney Fees: In the event of any legal action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees and costs.
• Limited Damages: In no event shall either party be liable for damages exceeding [Dollar Amount].

21. Federal Compliance (Optional)

• Equal Opportunity Employer: Service Provider is an Equal Opportunity Employer and complies with all applicable federal laws and regulations regarding equal employment opportunity.
• [Specific Federal Compliance Language, if required]

22. Privacy Law Compliance

Service Provider shall comply with all applicable privacy laws, including [list applicable laws, e.g., HIPAA, CCPA, Louisiana Database Security Breach Notification Law].

23. Independent Contractor Relationship

It is expressly understood and agreed that Service Provider is an independent contractor and not an employee of Client. Client shall not be responsible for withholding taxes or providing benefits to Service Provider. [Service Provider Name] By: [Signature] Name: [Printed Name] Title: [Title] [Client Name] By: [Signature] Name: [Printed Name] Title: [Title]