Michigan service contract template

Michigan Service Contract

1. Basic Information

• Contract Title: [Title]
• Effective Date: [Date]
• Service Provider:
  • Legal Name: [Provider Name]
  • Entity Type: [Entity Type, e.g., LLC, Corporation, Individual]
  • Business Address: [Provider Address]
  • Phone: [Provider Phone]
  • Email: [Provider Email]
• Service Recipient:
  • Legal Name: [Recipient Name]
  • Entity Type: [Entity Type, e.g., LLC, Corporation, Individual]
  • Business Address: [Recipient Address]
  • Phone: [Recipient Phone]
  • Email: [Recipient Email]

2. Description of Services

• Option A: Detailed Description: [Detailed description of services] (Including scope of work, deliverables, performance standards, and service-level requirements).
• Option B: General Description: [General description of services] (Reference a separate Statement of Work document).
• Deliverables: [List of Deliverables]
• Performance Standards: [List of Performance Standards]
• Service-Level Requirements: [List of Service-Level Requirements]

3. Term and Termination

• Option A: Fixed Term:
  • Start Date: [Start Date]
  • End Date: [End Date]
  • Renewal:
    • Automatically Renews: [Yes/No] (If yes, specify renewal term and conditions).
    • Requires Written Notice: [Yes/No] (If yes, specify notice period).
• Option B: Ongoing Term:
  • Start Date: [Start Date]
  • Termination: Requires [Number] days' written notice by either party.

4. Payment Terms

• Option A: Fixed Price: [Total Price]
• Option B: Hourly Rate: [Hourly Rate]
• Option C: Retainer: [Retainer Amount] per [Frequency]
• Option D: Milestone-Based: [Milestone]: [Payment Amount], [Milestone]: [Payment Amount]
  • Billing Frequency: [Billing Frequency, e.g., Monthly, Quarterly]
  • Payment Due Date: [Number] days from invoice date.
  • Acceptable Payment Methods: [List Payment Methods, e.g., Check, ACH, Credit Card]
  • Late Payment Penalty: [Percentage] per month on overdue amounts.
  • Reimbursement for Expenses: [Yes/No] (If yes, specify reimbursable expenses and documentation requirements). [Expense Reimbursement Details]

5. Changes to Scope of Services

• Change Request Procedure: All changes to the scope of services must be submitted in writing by [Party Submitting Change] to [Party Receiving Change].
• Approval: Changes must be approved in writing by both parties.
• Effect on Fees/Timeline: Approved changes may result in adjustments to fees and/or the project timeline.
• Documentation: All changes will be documented in a written amendment to this contract.

6. Representations and Warranties

• Service Provider warrants:
  • Qualifications: They possess the necessary qualifications and expertise to perform the services.
  • Right to Provide Services: They have the legal right to provide the services.
  • Compliance with Laws: The services will be performed in compliance with all applicable laws and regulations.
• Option A: Limited Warranty: [Description of Limited Warranty] (e.g., Services will be performed in a workmanlike manner).
• Option B: No Warranty: Services are provided "as is" without any warranty, express or implied.

7. Confidentiality and Non-Disclosure

• Definition of Confidential Information: [Definition of Confidential Information] (e.g., All non-public information relating to either party's business).
• Obligations: Each party agrees to hold the other party's Confidential Information in confidence and not to disclose it to any third party.
• Exceptions: [List of Exceptions, e.g., Information that is publicly available]
• Duration: The obligations of confidentiality shall survive the termination of this contract for a period of [Number] years.
• Return or Destruction: Upon termination of this contract, each party shall return or destroy all Confidential Information of the other party.

8. Intellectual Property

• Option A: Client Ownership: All intellectual property rights in the work product shall be owned by the Client.
• Option B: Provider Ownership: The Service Provider retains ownership of all intellectual property rights. Client receives a license to use the work product.
• Option C: License: The Service Provider grants the Client a [Exclusive/Non-Exclusive], [Perpetual/Limited Term] license to use the work product for [Specific Purpose].
• Pre-existing Materials: The Service Provider retains all rights in any pre-existing materials used in the performance of the services.
• Third-Party Materials: The Service Provider will obtain all necessary licenses for any third-party materials used in the work product.

9. Data Protection and Privacy

• If the services involve the processing of personal data, the Service Provider shall comply with all applicable federal and state data protection laws, including the Michigan Identity Theft Protection Act.
• [Specific Data Protection Provisions, e.g., data security measures, breach notification procedures]
• Option: This section is not applicable to the services provided under this contract.

10. Compliance with Laws

• The Service Provider shall comply with all federal, state, and local laws, regulations, and industry standards applicable to the performance of the services.
• [List Specific Statutes, e.g., Michigan Occupational Safety and Health Act (MIOSHA)]

11. Indemnification

• Option A: Mutual Indemnification: Each party shall indemnify and hold harmless the other party from any claims, losses, or damages arising out of its breach of this contract or its negligence.
• Option B: Service Provider Indemnification: The Service Provider shall indemnify and hold harmless the Client from any claims, losses, or damages arising out of the Service Provider's breach of this contract or its negligence.
• Option C: Limited Indemnification: The Service Provider's indemnification obligations shall be limited to [Specific Amount].
• Procedures: [Procedures for making indemnity claims, defense, and settlement]

12. Limitation of Liability

• Option A: Cap on Damages: The Service Provider's liability for any damages arising out of this contract shall be limited to the amount of fees paid to the Service Provider under this contract.
• Option B: Exclusion of Consequential Damages: Neither party shall be liable for any consequential, incidental, or indirect damages.
• Option C: No Limitation: There is no limitation of liability under this contract.

13. Insurance

• The Service Provider shall maintain the following insurance coverage:
  • General Liability: [Amount] per occurrence.
  • Professional Liability: [Amount] per claim.
  • Workers' Compensation: As required by Michigan law.
  • Automobile Liability: [Amount] per accident (if applicable).
• The Service Provider shall provide the Client with certificates of insurance upon request.

14. Audit and Inspection

• The Client shall have the right to audit and inspect the Service Provider's work and records related to the services.
• Scope: The audit shall be limited to [Specific Scope].
• Frequency: The audit shall be conducted no more than [Number] times per year.

15. Subcontracting

• Option A: No Subcontracting: The Service Provider shall not subcontract any of the services without the Client's prior written consent.
• Option B: Permitted Subcontracting: The Service Provider may subcontract the services with the Client's consent.
• Responsibility: The Service Provider shall be responsible for the acts and omissions of its subcontractors.

16. Performance Monitoring and Reporting

• The Service Provider shall provide the Client with regular updates on the progress of the services.
• Frequency: Updates shall be provided [Frequency, e.g., Weekly, Monthly].
• Format: Updates shall be provided in [Format, e.g., Written Report, Meeting].
• Reporting Obligations: [List of Specific Reporting Obligations]

17. Notice

• All notices under this contract shall be in writing and shall be deemed to be duly given when delivered personally, sent by certified mail, or sent by email to the addresses set forth in Section 1.
• Address for Service: [Physical Address] and [Email Address]
• Deemed Receipt: Notices sent by certified mail shall be deemed received three (3) business days after the date of mailing. Notices sent by email shall be deemed received on the date sent if sent during normal business hours.

18. Force Majeure

• Neither party shall be liable for any delay or failure to perform its obligations under this contract due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, fire, flood, or labor disputes.
• Termination: If a force majeure event continues for more than [Number] days, either party may terminate this contract.

19. Termination

• Option A: Termination for Breach: Either party may terminate this contract if the other party breaches this contract and fails to cure the breach within [Number] days after written notice.
• Option B: Termination for Convenience: Either party may terminate this contract for convenience upon [Number] days' written notice.
• Option C: Termination for Insolvency: Either party may terminate this contract if the other party becomes insolvent or files for bankruptcy.
• Post-Termination Obligations: Upon termination, the Service Provider shall be paid for all services rendered prior to the termination date. The Service Provider shall return all property belonging to the Client.

20. Dispute Resolution

• Option A: Negotiation: The parties shall first attempt to resolve any dispute through good faith negotiation.
• Option B: Mediation: If negotiation fails, the parties shall attempt to resolve the dispute through mediation.
• Option C: Arbitration: Any dispute arising out of this contract shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association.
• Governing Law: This contract shall be governed by and construed in accordance with the laws of the State of Michigan.
• Venue: The venue for any dispute arising out of this contract shall be [County], Michigan.

21. Assignment

• Option A: No Assignment: Neither party may assign this contract without the other party's prior written consent.
• Option B: Permitted Assignment: Either party may assign this contract to a successor in interest.

22. Severability

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

23. Waiver

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

24. Entire Agreement and Amendment

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

25. Independent Contractor

The Service Provider is an independent contractor and is not an employee, partner, or joint venturer of the Client.

26. Non-Discrimination

The Service Provider shall comply with all applicable federal and state non-discrimination laws, including the Elliott-Larsen Civil Rights Act. [Specific Non-Discrimination Provisions]

27. Michigan Specific Requirements

• [Include language required by the Michigan Service Contract Act (if applicable)].
• [Consumer protections for contracts with individuals, required disclosures under Michigan law].
• [Mandatory insurance for certain regulated services].
• [Local licensing or registration stipulations].

28. Consumer Contracts (If Applicable)

[Michigan-specific required disclosures and cancellation rights (such as “cooling-off” periods for certain personal, family, or household services)].

29. E-Signatures (If Applicable)

[Compliance with Michigan’s Uniform Electronic Transactions Act].

30. Construction/Home Improvement (If Applicable)

• [Michigan contractor license information].
• [Right to final inspection].
• [Special consumer protection notices].

31. Bonding/Escrow (If Applicable)

[Bonding, escrow, or trust account requirements governed by Michigan law].

Signatures

• Service Provider:
  • Date: [Date]
  • Title: [Title]
  • Printed Name: [Printed Name]
  • Signature: ____________________________
• Service Recipient:
  • Date: [Date]
  • Title: [Title]
  • Printed Name: [Printed Name]
  • Signature: ____________________________