Montana service contract template

Montana Service Contract

1. Agreement Details

• Contract Title: [Contract Title]
• Effective Date: [Date]

2. Parties

• Service Recipient (Client):
  • Legal Name: [Client Legal Name]
  • Business Address: [Client Business Address]
  • State of Organization/Residence: [Client State]
  • Contact Person: [Client Contact Person]
  • Contact Information: [Client Contact Information: phone, email]
• Service Provider (Contractor):
  • Legal Name: [Provider Legal Name]
  • Business Address: [Provider Business Address]
  • State of Organization/Residence: [Provider State]
  • Contact Person: [Provider Contact Person]
  • Contact Information: [Provider Contact Information: phone, email]

3. Scope of Services

• Description of Services: [Detailed Description of Services]
  • Nature: [Nature of Services]
  • Frequency: [Frequency of Services]
  • Quality Standards: [Quality Standards]
  • Key Deliverables: [Key Deliverables]
  • Timelines: [Timelines]
  • Locations: [Service Locations]
  • Applicable Industry Regulations: [Industry Regulations]
• Subcontracting:
  • Option A: Subcontracting is permitted with prior written consent of Client.
  • Option B: Subcontracting is prohibited.
  • Option C: Subcontracting is permitted without client consent.

4. Term and Termination

• Term:
  • Option A: Fixed-Term: Start Date: [Start Date], End Date: [End Date]
  • Option B: Renewable Term: Initial Term: [Initial Term Length], Renewal Terms: [Renewal Term Length], Automatic Renewal: [Yes/No]
  • Option C: Indefinite/Evergreen Term: Terminable with notice as specified below.
• Service Milestones: [List of Service Milestones and Deadlines]
• Periodic Review: [Frequency of Performance Reviews]
• Termination:
  • Option A: Termination for Cause: Either party may terminate this Agreement for cause upon [Number] days written notice if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after receiving written notice of such breach.
  • Option B: Termination for Convenience: Client may terminate this Agreement for convenience upon [Number] days written notice. Provider may NOT terminate this agreement for convenience.
  • Option C: Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days written notice.
  • Termination Fees/Penalties: [Description of Termination Fees or Penalties, if any]
  • Effect of Termination: [Description of return of property, final payment, etc.] Montana requirements for good faith notice apply.

5. Compensation

• Payment Structure:
  • Option A: Flat Fee: [Total Flat Fee Amount]
  • Option B: Hourly Rate: [Hourly Rate]
  • Option C: Milestone-Based: [Description of Milestones and Payment Amounts for Each Milestone]
  • Option D: Retainer: [Retainer Amount]
• Invoicing Procedure: [Description of Invoicing Procedure]
• Payment Deadlines: [Number] days from invoice date.
• Reimbursement of Expenses:
  • Option A: Expenses will be reimbursed with receipts and prior approval.
  • Option B: Expenses are included in the compensation.
  • Option C: No expense reimbursement.
• Late Payment:
  • Option A: Late payments shall accrue interest at a rate of [Percentage]% per month.
  • Option B: Provider may suspend services for late payment.
  • Option C: No penalty for late payment.
• Taxes: [State whether taxes are included or separately payable]

6. Responsibilities and Obligations

• Provider Responsibilities:
  • Duty of Care: Provider shall perform services with the degree of skill and care ordinarily exercised by competent professionals in Montana performing similar services.
  • Compliance with Laws: Provider shall comply with all applicable federal, state, and local laws.
• Client Responsibilities:
  • Furnishing Materials: [Description of Client's responsibility to furnish materials]
  • Providing Access: [Description of Client's responsibility to provide access]
  • Approvals: [Description of Client's approval requirements]
  • Personnel: [Description of Client's responsibilities regarding personnel]

7. Intellectual Property

• Option A: Full IP Clause:
  • Ownership of Work Product: All work product created by Provider under this Agreement shall be owned by [Client/Provider].
  • Assignment of Intellectual Property Rights: Provider hereby assigns all right, title, and interest in and to any intellectual property created under this Agreement to [Client/Provider].
  • License Rights: [Description of any license rights granted]
• Option B: No IP Clause:
  • This agreement does not address intellectual property ownership.

8. Confidentiality

• Definition of Confidential Information: [Definition of Confidential Information]
• Standard of Care: Each party shall protect the other party's Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.
• Obligations of Non-Disclosure and Non-Use: Each party shall not disclose the other party’s Confidential Information to any third party and shall not use such Confidential Information for any purpose other than as necessary to perform its obligations under this Agreement.
• Exceptions: [List of exceptions to confidentiality, e.g., public domain, required by law]
• Duration of Confidentiality: [Duration of Confidentiality Obligation]
• Return or Destruction of Materials: Upon termination of this Agreement, each party shall return or destroy all copies of the other party’s Confidential Information.

9. Non-Solicitation/Non-Competition/Non-Disparagement

• Option A: Include Clauses:
  • Non-Solicitation: Provider shall not solicit Client's employees or customers for a period of [Number] years after termination of this Agreement.
  • Non-Competition: Provider shall not compete with Client within [Geographic Area] for a period of [Number] years after termination of this Agreement. Note: Montana law imposes restrictions on the enforceability of non-compete agreements.
  • Non-Disparagement: Neither party shall disparage the other party.
• Option B: Omit Clauses:
  • These clauses are intentionally omitted from this agreement.

10. Warranties and Representations

• Option A: Detailed Warranty Provisions:
  • Authority to Enter Contract: Each party represents and warrants that it has the authority to enter into this Agreement.
  • Compliance with Laws: Each party warrants that it will comply with all applicable laws.
  • Qualifications: Provider warrants that it has the necessary qualifications and experience to perform the services.
  • Professional Standards: Provider warrants that services will be performed in accordance with professional standards.
• Option B: Limited Warranty:
  • Provider warrants services will be performed in a professional manner.
• Option C: No Warranty:
  • Services are provided "as is" without any warranty.

11. Indemnification

• Option A: Mutual Indemnification:
  • Client Indemnification: Client shall indemnify and hold harmless Provider from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Client's breach of this Agreement or Client's negligence or willful misconduct.
  • Provider Indemnification: Provider shall indemnify and hold harmless Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Provider's breach of this Agreement or Provider's negligence or willful misconduct.
  • Scope of Indemnity: [Description of scope of indemnity]
  • Limits on Liability: [Description of limits on liability]
• Option B: Provider Indemnification Only
  • Provider shall indemnify and hold harmless Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Provider's breach of this Agreement or Provider's negligence or willful misconduct. Client will not indemnify Provider.
• Option C: No Indemnification
  • Neither party shall indemnify the other.

12. Limitations of Liability

• Exclusion of Damages:
  • Option A: Neither party shall be liable for any consequential, punitive, or special damages.
  • Option B: Consequential damages are not excluded.
• Cap on Liability: Provider’s total liability under this Agreement shall not exceed [Dollar Amount].
• Carve-Outs: [List of carve-outs, e.g., gross negligence, willful misconduct, fraud]

13. Amendment and Assignment

• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
  • Option A: Client consent required for all amendments.
  • Option B: No restrictions on amendments.
• Assignment:
  • Option A: This Agreement may not be assigned by either party without the prior written consent of the other party.
  • Option B: This Agreement may be assigned by either party.

14. Force Majeure

• Option A: Include Force Majeure Clause:
  • Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event, including but not limited to acts of God, natural disasters, government action, war, or pandemics.
• Option B: Omit Force Majeure Clause

15. Governing Law and Dispute Resolution

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Montana.
• Venue: The venue for any litigation or dispute resolution shall be [County], Montana.
• Dispute Resolution:
  • Option A: Litigation
  • Option B: Mediation then Litigation
  • Option C: Arbitration (with institution and location): [Arbitration Institution], [Arbitration Location]
  • Option D: Jury Trial Waiver: Each party waives their right to a jury trial.

16. Insurance

• Option A: Insurance Required:
  • Provider shall maintain general liability insurance and professional liability insurance with minimum coverage limits of [Dollar Amount].
  • Provider shall provide Client with certificates of insurance.
  • Option to Require Additional Insured Status: Client shall be added as an additional insured on Provider's general liability policy.
• Option B: Insurance Not Required

17. Independent Contractor Status

Provider is an independent contractor and not an employee, partner, joint venturer, or agent of Client. This agreement does not establish an employer-employee relationship under Montana and federal law, and Provider is responsible for all applicable taxes and benefits.

18. Compliance with Laws

Provider shall comply with all applicable federal, Montana state, and local laws, including Montana’s right-to-work laws and data privacy obligations.

19. Notices

All notices under this Agreement shall be in writing and delivered by [Acceptable Delivery Methods: e.g., certified mail, email] to the addresses listed in Section 2. Notices shall be effective upon receipt.

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties 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. Survivability

The following provisions shall survive termination of this Agreement: Intellectual Property, Confidentiality, Indemnification, and Dispute Resolution.

23. Waiver

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

24. Appendices/Schedules

• Appendix A: [Detailed Service Specifications]
• Appendix B: [Schedules]
• Appendix C: [Pricing]

25. Optional Clauses (Retain or Delete as Relevant)

• Change Order Procedure: [Description of change order procedure]
• Audit Rights: [Description of audit rights, if any]
• Compliance with Client Policies: [Description of client policies]
• Background Checks: [Description of background check requirements, if any]
• Conflict of Interest Declarations: [Description of conflict of interest declarations]

26. Montana-Specific Considerations

• Compliance with the Montana Consumer Protection Act: if services are provided to individual consumers.
• Reasonableness of Non-Compete Agreements: Acknowledgment that Montana law mandates reasonableness in time, geography, and protectable interests for any non-compete clause.
• Special Terms for Specific Industries: [Add special terms for agricultural, construction, or regulated industries unique to Montana]
• Collection of State-Specific Taxes: [Address collection of state-specific taxes and licensing]