Maryland service contract template

Maryland Service Contract

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

[Service Provider Legal Name], a [Service Provider Legal Entity Type, e.g., Individual, LLC, Corporation] with its principal place of business at [Service Provider Business Address], Phone: [Service Provider Phone Number], Email: [Service Provider Email Address], Federal Employer Identification Number (EIN) (if applicable): [Service Provider EIN] (hereinafter referred to as "Service Provider"),

and

[Client Legal Name], a [Client Legal Entity Type, e.g., Individual, LLC, Corporation] with its principal place of business at [Client Business Address], Phone: [Client Phone Number], Email: [Client Email Address] (hereinafter referred to as "Client").

1. Scope of Services

• Option A: Service Provider shall provide the following services to Client: [Detailed Description of Services]
• Option B: The services to be provided by Service Provider are as described in Exhibit A, attached hereto and incorporated by reference.
• Deliverables: [Detailed Description of Deliverables]
• Specifications: [Specific technical or performance Specifications]
• Milestones: [List of Milestones with Dates or Criteria]
• Performance Standards: [Objective Criteria for Acceptable Performance]
• Type of Service:
  • Option A: One-time Service
  • Option B: Periodic Service
  • Option C: Ongoing Service

2. Service Location

• Option A: Services shall be rendered remotely.
• Option B: Services shall be rendered on the Client’s premises located at [Client Premises Address].
• Option C: Services shall be rendered at a third-party site located at [Third Party Site Address].

3. Term and Termination

• Term:
  • Option A: This Agreement shall commence on [Start Date] and shall continue until [End Date].
  • Option B: This Agreement shall commence on [Start Date] and continue until the completion of the services.
  • Option C: This Agreement shall commence on [Start Date] and shall continue until terminated as provided herein.
• Renewal/Extension:
  • Option A: This Agreement shall automatically renew for successive [Number] [Time Period, e.g., month, year] periods unless either party provides written notice of termination at least [Number] [Time Period, e.g., days, weeks] prior to the end of the then-current term.
  • Option B: This Agreement may be extended for an additional term upon written agreement of both parties.
• Termination:
  • Option A: Either party may terminate this Agreement for convenience upon [Number] [Time Period, e.g., days, weeks] written notice to the other party.
  • Option B: 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] [Time Period, e.g., days, weeks] after receipt of written notice of such breach.
  • Option C: Client may terminate this agreement at-will by providing [Number] days written notice.

4. Compensation

• Service Fees:
  • Option A: Hourly Rate: [Dollar Amount] per hour.
  • Option B: Flat Fee: [Dollar Amount] for the entire project.
  • Option C: Milestone-Based: [Detailed payment schedule based on milestones]
  • Option D: Retainer: [Dollar Amount] per [Time Period, e.g., month].
  • Option E: Commission: [Percentage]% of [Specify Basis for Commission].
• Payment Schedule: [Detailed Payment Schedule]
• Invoicing Procedures: [Description of Invoicing Procedures]
• Accepted Payment Methods: [List of Accepted Payment Methods]
• Late Payment Penalties: [Description of Late Payment Penalties, compliant with Maryland law]
• Reimbursement of Expenses:
  • Option A: Client shall reimburse Service Provider for reasonable and pre-approved expenses.
  • Option B: Client shall not reimburse Service Provider for any expenses.
  • Permissible expenses: [List of permissible expenses]
  • Required Receipts: [Requirements for submitting receipts]
• Sales Tax: This Agreement [is/is not] subject to Maryland sales tax.
• Withholding Requirements: Client is responsible for any applicable withholding requirements under Maryland law.

5. Performance and Service Standards

• Client Cooperation: Client shall provide reasonable cooperation and access to information necessary for Service Provider to perform the services.
• Reporting Protocols: [Description of Reporting Protocols]
• Right to Inspect/Reject Deliverables: Client shall have the right to inspect and reject deliverables that do not meet the agreed-upon specifications.
• Recourse for Substandard Performance: [Description of Recourse for Substandard Performance]
• Service Level Agreement (SLA):
  • Option A: The parties agree to the Service Level Agreement attached hereto as Exhibit B.
  • Option B: There is no Service Level Agreement associated with this contract.
• Penalties/Bonuses:
  • Option A: Service Provider shall be subject to penalties for failing to meet certain performance benchmarks. [Detailed description of penalties]
  • Option B: Service Provider shall be eligible for bonuses for exceeding certain performance benchmarks. [Detailed description of bonuses]

6. Modification/Amendment

• Option A: Any modification or amendment to this Agreement must be in writing and signed by both parties.
• Option B: Amendments to this Agreement may be made via email confirmation by both parties.

7. Intellectual Property

• Ownership:
  • Option A: Work Made for Hire: All works, deliverables, inventions, and materials created by Service Provider in connection with this Agreement shall be owned exclusively by Client.
  • Option B: Contractor Retains Rights: Service Provider retains all rights to works, deliverables, inventions, and materials created in connection with this Agreement, subject to a license granted to Client as set forth below.
  • Option C: Shared Ownership: Ownership of works, deliverables, inventions, and materials created in connection with this Agreement shall be shared equally between Client and Service Provider.
• License Rights: [Description of License Rights granted to Client]
• Pre-Existing IP Protection: Each party retains all rights to their pre-existing intellectual property.
• Assignment of Rights: [Requirements for written assignment of rights, if applicable]

8. Confidentiality

• Definition of Confidential Information: [Definition of what constitutes confidential information]
• Duration of Confidentiality Obligations: [Specify the duration of confidentiality obligations, during and post-contract]
• Procedures for Handling and Returning Confidential Information: [Description of procedures for handling and returning confidential information]
• Permitted Disclosures:
  • Option A: Disclosure required by law.
  • Option B: Disclosure with prior written consent of the Client.

9. Data Privacy and Cybersecurity

• Compliance: Service Provider shall comply with all applicable data privacy and cybersecurity laws, including Maryland's Personal Information Protection Act.
• [Specific Data Privacy and Security Requirements Related to Client's Data]

10. Representations and Warranties

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

Client warrants that it has the authority to enter into this agreement and that it will provide any necessary information, materials, or access needed for the service provider to perform the services.

11. Indemnification

• Option A: Service Provider shall indemnify and hold harmless Client from any and all claims, damages, liabilities, costs, and expenses arising out of Service Provider's negligence or willful misconduct.
• Option B: Client shall indemnify and hold harmless Service Provider from any and all claims, damages, liabilities, costs, and expenses arising out of Client's negligence or willful misconduct.
• Option C: Each party shall indemnify and hold harmless the other party from any and all claims, damages, liabilities, costs, and expenses arising out of that party’s negligence or willful misconduct.

12. Limitation of Liability

• Option A: Service Provider's liability under this Agreement shall be limited to the amount of service fees paid by Client to Service Provider.
• Option B: Service Provider's liability under this Agreement shall be limited to [Dollar Amount].
• Option C: Neither party shall be liable for indirect or consequential damages.
• Option D: Service Provider’s liability under this agreement shall not be limited.

13. Insurance

• Option A: Service Provider shall maintain general liability insurance with coverage of at least [Dollar Amount].
• Option B: Service Provider shall maintain professional liability insurance with coverage of at least [Dollar Amount].
• Option C: If Service Provider has employees, Service Provider shall maintain workers’ compensation insurance as required by Maryland law.
• Certificates of Insurance: Service Provider shall provide Client with certificates of insurance upon request.

14. Non-Solicitation/Non-Compete/Non-Circumvention

• Non-Solicitation: During the term of this Agreement and for a period of [Number] [Time Period, e.g., months, years] after termination, neither party shall solicit or hire employees or contractors of the other party.
• Non-Compete:
  • Option A: (If Permissible Under Maryland Law and Employee Compensation) During the term of this Agreement and for a period of [Number] [Time Period, e.g., months, years] after termination, Service Provider shall not engage in any business that competes with the business of Client within a [Radius] mile radius of Client’s principal place of business. This clause is not enforceable for employees earning less than the minimum wage as specified by Maryland law.
  • Option B: (Omission of Non-Compete) There shall be no non-compete agreement between Client and Service Provider.
• Non-Circumvention: During the term of this Agreement and perpetually thereafter, neither party shall circumvent the other party in any business transactions.

15. Termination

• Termination for Cause:
  • Option A: This Agreement may be terminated 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] [Time Period, e.g., days, weeks] after receipt of written notice of such breach.
  • Examples of Cause: [List specific examples of "cause" for termination]
• Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] [Time Period, e.g., days, weeks] written notice to the other party.
• Obligations Upon Termination:
  • Payment for Services Rendered: Client shall pay Service Provider for all services rendered up to the date of termination.
  • Return of Property: Each party shall return all property of the other party upon termination.

16. Dispute Resolution

• Negotiation: The parties shall attempt to resolve any disputes through good faith negotiation.
• Mediation:
  • Option A: If negotiation fails, the parties shall attempt to resolve the dispute through mediation.
  • Option B: Mediation is not required before arbitration/litigation.
• Arbitration:
  • Option A: 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 B: Arbitration is not required.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland.
• Venue/Jurisdiction: Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County, Maryland].

17. Attorneys’ Fees and Costs

• Option A: The prevailing party in any dispute arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.
• Option B: Each party shall bear its own attorneys’ fees and costs.

18. Force Majeure

• Definition of Force Majeure Events: [Description of covered events, e.g., acts of God, labor disputes, government actions]
• Notice Obligations: [Description of notice obligations]
• Impact on Performance: A party’s failure to perform its obligations under this contract due to force majeure will not be considered a breach.

19. Assignment/Subcontracting

• Option A: Neither party may assign or subcontract its rights or obligations under this Agreement without the prior written consent of the other party.
• Option B: Either party may assign this agreement freely.
• Option C: Service Provider may subcontract its obligations freely.

20. 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.

21. 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. Amendments in Writing

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

23. 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.

24. Notice

• Methods: Notices may be given by [email/mail/personal delivery].
• Addresses: Notices shall be sent to the addresses listed in the introductory paragraph of this agreement.
• Deemed Receipt Times: [Description of when notice is deemed to be received]
• Obligation to Update Contact Information: Each party is responsible for updating its contact information.

25. Regulatory Compliance

Service Provider shall comply with all applicable federal, state (including Maryland-specific laws), and local laws and regulations.

26. Special Maryland Statutory Notices (if applicable)

[Include Maryland-specific notices, e.g., Home Improvement Contracts under the Maryland Home Improvement Law, or Truth in Consumer Contracts Act disclosures for consumer service agreements, Maryland Door-to-Door Sales Act Notice]

27. Maryland Wage and Hour Law Compliance (if applicable)

[Include specific Maryland wage and hour law compliance statements, if services involve payment to individual workers or are subject to the Maryland Wage Payment and Collection Law]

28. Licensure (if applicable)

Service Provider represents and warrants that it holds all necessary licenses required to perform the services under this Agreement.

Client has the right to verify the validity of service provider’s licenses.

29. Background Checks (if applicable)

[Address background checks, verification requirements, and compliance with federal (such as FCRA) and Maryland-specific background check laws]

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

[Service Provider Legal Name]

By: [Service Provider Authorized Signatory Name]

Title: [Service Provider Authorized Signatory Title]

Date: [Date]

[Client Legal Name]

By: [Client Authorized Signatory Name]

Title: [Client Authorized Signatory Title]

Date: [Date]

(Optional: Notary Acknowledgment if Required)

State of Maryland

County of [County Name]

On this [Day] day of [Month], [Year], before me, the undersigned, a Notary Public in and for said State and County, personally appeared [Name of Signatory], known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he/she executed the same for the purposes therein contained.

In witness whereof, I hereunto set my hand and official seal.

____________________________

Notary Public

My Commission Expires: [Date]