Missouri service contract template

Missouri Service Contract

This Missouri Service Contract is made and entered into as of this [Date of Signing], by and between:

• [Service Provider Full Legal Name], residing at [Service Provider Mailing Address], hereinafter referred to as "Provider,"
  • Option A: A sole proprietorship.
  • Option B: A partnership, whose partners are [Names of Partners].
  • Option C: A corporation organized and existing under the laws of [State of Incorporation], with its principal place of business at [Service Provider Business Address].
  • Option D: A limited liability company organized and existing under the laws of [State of Formation], with its principal place of business at [Service Provider Business Address].

And

• [Client Full Legal Name], residing at [Client Mailing Address], hereinafter referred to as "Client."
  • Option A: A sole proprietorship.
  • Option B: A partnership, whose partners are [Names of Partners].
  • Option C: A corporation organized and existing under the laws of [State of Incorporation], with its principal place of business at [Client Business Address].
  • Option D: A limited liability company organized and existing under the laws of [State of Formation], with its principal place of business at [Client Business Address].

1. Scope of Services

The Provider agrees to provide the following services to the Client: [Detailed Description of Services].

• Service Specifications: [Specific Details of Service Deliverables]
• Performance Standards: [Key Performance Indicators (KPIs) or Service Level Agreements (SLAs)]
• Deliverables: [List of Tangible and Intangible Outputs]
• Milestones & Deadlines: [List of key milestones and associated completion dates]

2. Term and Duration

This Contract shall commence on [Start Date] and shall continue:

• Option A: For a fixed term ending on [End Date].
• Option B: On a month-to-month basis, terminable by either party with [Number] days' written notice.
• Option C: Until terminated as provided in Section [Section Number] (Termination).

3. Pricing and Payment Terms

The Client agrees to pay the Provider for the Services as follows:

• Total Contract Price: [Total Dollar Amount]
• Fee Structure:
  • Option A: Hourly rate of [Dollar Amount] per hour.
  • Option B: Flat rate of [Dollar Amount] per project.
  • Option C: Retainer fee of [Dollar Amount] per [Month/Quarter/Year].
• Payment Schedule:
  • Option A: Upon invoice submission.
  • Option B: After completion of each milestone as defined in Section 1.
  • Option C: Monthly, on the [Day of the Month] of each month.
• Acceptable Payment Methods: [List Acceptable Payment Methods, e.g., Check, Credit Card, Wire Transfer]
• Late Payment Penalties: [Interest Rate or Late Fee Amount] for payments received more than [Number] days past due.
• Reimbursable Expenses: [List Reimbursable Expenses and Conditions]
• Applicable Taxes: All applicable taxes will be the responsibility of [Party Responsible for Taxes].

4. Responsibilities and Obligations

• Provider Responsibilities:
  • [Detailed List of Provider's Duties]
• Client Responsibilities:
  • [Detailed List of Client's Duties]

5. Intellectual Property

• Option A: Ownership of Work Product: The Provider shall retain all right, title, and interest in and to the Work Product created under this Contract.
• Option B: Ownership of Work Product: All Work Product created under this Contract shall be owned by the Client.
• Usage Licenses: [Details of any licenses granted for the use of Intellectual Property]
• Rights to Background and Foreground IP: [Clarification of ownership of IP existing prior to the contract and IP created during the contract]
• Moral Rights Waiver: To the extent permitted by law, the Provider waives any moral rights in the Work Product.

6. Confidentiality

• Definition of Confidential Information: [Detailed Definition of Confidential Information]
• Non-Disclosure Obligations: Both parties agree to keep all Confidential Information confidential.
• Duration of Confidentiality: The obligations of confidentiality shall continue during the term of this Contract and for [Number] years thereafter.
• Permitted Disclosures: [List Permitted Disclosures, e.g., to legal counsel]
• Return or Destruction of Confidential Information: Upon termination of this Contract, each party shall [Return or Destroy] all Confidential Information of the other party.

7. Subcontracting and Assignment

• Option A: Subcontracting is permitted with the prior written consent of the Client.
• Option B: Subcontracting is not permitted.
• Assignment: Neither party may assign this Contract without the prior written consent of the other party.

8. Exclusivity

• Option A: The Provider shall provide the Services exclusively to the Client within the following territory: [Geographic Area].
• Option B: The Provider is not restricted from providing similar services to other clients.

9. Compliance with Laws and Regulations

Both parties agree to comply with all applicable laws and regulations, including but not limited to Missouri law.

• Specific Missouri Requirements: [List any specific Missouri laws or regulations applicable to the Services]

10. Non-Compete, Non-Solicitation, and Non-Disparagement

• Option A: Non-Compete: The Provider agrees not to compete with the Client within [Geographic Area] for a period of [Number] years following the termination of this Contract.
  • Note: Non-compete agreements are strictly construed in Missouri and must be reasonable in scope and duration to be enforceable.
• Option B: Non-Solicitation: The Provider agrees not to solicit the Client's employees or customers for a period of [Number] years following the termination of this Contract.
• Option C: Non-Disparagement: Both parties agree not to disparage the other party at any time.

11. Indemnification and Limitation of Liability

• Liability Cap: The Provider's liability under this Contract shall be limited to the amount paid by the Client to the Provider under this Contract.
• Exclusions: The Provider shall not be liable for any consequential or punitive damages.
• Indemnification: The Provider agrees to indemnify and hold harmless the Client from any claims arising out of the Provider's negligence or willful misconduct.

12. Insurance

The Provider shall maintain the following insurance coverage:

• General Liability Insurance: [Coverage Amount]
• Workers' Compensation Insurance: As required by Missouri law.
• Professional Liability Insurance: [Coverage Amount], if applicable.

The Provider shall provide the Client with proof of insurance upon request.

13. Termination

This Contract may be terminated as follows:

• For Cause: Either party may terminate this Contract for cause upon [Number] days' written notice.
• For Convenience: The Client may terminate this Contract for convenience upon [Number] days' written notice.
• Effect of Termination: Upon termination, the Client shall pay the Provider for all Services performed up to the date of termination.
• Survival of Key Terms: The provisions of Sections [List Sections, e.g., Confidentiality, Indemnification, Intellectual Property] shall survive termination of this Contract.

14. Change Orders and Amendments

Any changes to this Contract must be in writing and signed by both parties.

15. Waiver

No waiver of any provision of this Contract shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

16. Severability

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

17. Merger/Integration Clause

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.

18. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Contract due to events beyond its reasonable control, including but not limited to acts of God, war, or terrorism.

19. Counterpart Execution

This Contract 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.

20. Dispute Resolution

Any dispute arising out of or relating to this Contract shall be resolved as follows:

• Option A: Mediation: The parties agree to attempt to resolve any dispute through mediation before resorting to litigation.
• Option B: Arbitration: Any dispute shall be resolved 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 Missouri.
• Jurisdiction: The venue for any legal action shall be in [County Name] County, Missouri.

21. Special Considerations for Missouri

• Prevailing Party Attorney Fees: In the event of litigation, the prevailing party shall be entitled to recover its reasonable attorney fees. (Note: Enforceable in Missouri if explicitly stated).
• Compliance with Missouri Service Contract Act: This Contract is/is not subject to the Missouri Service Contract Act. [Confirm Applicability]
• Consumer Contracts: For consumer contracts, the Client may have the right to cancel this Contract within [Number] days of signing. [Include any required disclosures and cancellation policies under Missouri law.]
• Missouri Revised Statutes § 432.070 : All service contracts shall be in writing.

22. Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Contract and that it is not in violation of any other agreement.

23. Notices

All notices under this Contract shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, or sent by email to the addresses set forth above.

• Option A: Written notice is required.
• Option B: Email notice is acceptable.

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

[Service Provider Signature]

[Service Provider Printed Name]

[Client Signature]

[Client Printed Name]