New Jersey service contract template

New Jersey Service Contract

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

[Service Provider Legal Name], with a business address at [Service Provider Business Address], hereinafter referred to as "Service Provider,"

[Client Legal Name], with a business address at [Client Business Address], hereinafter referred to as "Client."

1. Scope and Description of Services

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

• Option A: Including, but not limited to, [Additional Service Component 1].
• Option B: Excluding [Service Component to be Excluded].

Deliverables: [List of Deliverables]

Timeline/Milestones: [Detailed Timeline with Milestones]

Minimum Performance Requirements: [Specific Performance Standards]

Expected Outcomes: [Measurable Expected Results]

2. Term and Duration

This Agreement shall commence on [Start Date] and shall continue for a term of [Number] [Days/Months/Years].

• Option A: (Fixed Term) terminating on [End Date].
• Option B: (Continuing) until terminated as provided herein.

Renewal:

• Option A: This Agreement shall automatically renew for successive [Number] [Days/Months/Years] terms unless either party provides written notice of non-renewal at least [Number] [Days/Months] prior to the end of the then-current term.
• Option B: This Agreement shall not automatically renew.

3. Compensation and Payment Terms

The Client shall pay the Service Provider for the services rendered as follows:

• Option A: (Flat Fee) A fixed fee of [Dollar Amount].
• Option B: (Hourly Rate) At an hourly rate of [Dollar Amount] per hour.
• Option C: (Milestone-Based) According to the following milestones: [Milestone Description] - [Dollar Amount].
• Option D: (Retainer) A retainer of [Dollar Amount] per [Month/Quarter].

Payment Schedule:

• Option A: Upon receipt of invoice.
• Option B: Upon completion of each milestone.
• Option C: [Number] days after invoice date.

Late Payment: Any payment not received within [Number] days of the due date shall accrue interest at a rate of [Percentage]% per month, or the maximum rate permitted by New Jersey law, whichever is less.

Expenses: The Client shall reimburse the Service Provider for reasonable and necessary expenses incurred in connection with the performance of the services, subject to prior written approval.

Taxes: The Service Provider is responsible for all applicable taxes related to the services provided under this Agreement.

Retainer/Deposit:

• Option A: A non-refundable retainer fee of [Dollar amount] is due upon signing this agreement.
• Option B: No retainer or deposit is required.

Discount:

• Option A: Client will receive a discount of [Percentage]% for prompt payments made within [Number] days.
• Option B: No discounts apply.

4. Obligations and Rights of the Parties

Service Provider Obligations: [Detailed list of Service Provider's responsibilities]

• Option A: The Service Provider will also be responsible for [Additional Responsibility].
• Option B: The Service Provider is authorized to delegate [Task] to a qualified subcontractor.

Client Obligations: [Detailed list of Client's responsibilities]

Service Standards: The Service Provider shall perform the services in a professional and workmanlike manner, consistent with industry standards.

Amendments: Any amendments to this Agreement must be in writing and signed by both parties.

5. Confidentiality and Non-Disclosure

The parties agree to hold confidential all proprietary information, trade secrets, and client data disclosed by the other party in connection with this Agreement.

• Option A: (Mutual Obligation) This obligation is mutual.
• Option B: (Unilateral Obligation) Only the Service Provider is bound by this confidentiality obligation.

Non-Use: The parties shall not use the confidential information for any purpose other than the performance of this Agreement.

Permitted Disclosures: Confidential information may be disclosed if required by law or legal process.

Duration: This confidentiality obligation shall survive termination of this Agreement for a period of [Number] [Years].

6. Intellectual Property Ownership

Work Made for Hire: To the extent applicable, any work created by the Service Provider under this Agreement shall be considered "work made for hire" and owned by the Client.

• Option A: (Assignment) All rights, title, and interest in and to the work shall be assigned to the Client.
• Option B: (License) The Service Provider grants the Client a perpetual, non-exclusive license to use the work.

Pre-Existing Material: This Agreement does not transfer ownership of any pre-existing materials owned by either party.

Infringement Indemnification: The Service Provider shall indemnify and hold harmless the Client from any claims of infringement arising from the services provided under this Agreement.

7. Data Privacy and Protection

The parties shall comply with all applicable federal and state data privacy laws, including but not limited to the New Jersey Identity Theft Prevention Act.

• Option A: (Specific Compliance) The parties shall specifically comply with [List of Relevant Laws].

Data Handling: The Service Provider shall implement and maintain reasonable security measures to protect client data from unauthorized access, use, or disclosure.

Data Return/Destruction: Upon termination of this Agreement, the Service Provider shall return or destroy all client data in its possession or control, as directed by the Client.

8. Indemnification and Limitation of Liability

Indemnification: The Service Provider shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the Service Provider's performance of this Agreement.

• Option A: This indemnification shall extend to claims arising from the Service Provider's negligence.
• Option B: This indemnification shall not extend to claims arising from the Client's gross negligence or willful misconduct.

Insurance: The Service Provider shall maintain adequate insurance coverage, including [Type of Insurance] with limits of at least [Dollar Amount] per occurrence.

Exclusion of Consequential Damages: Neither party shall be liable to the other for any consequential, incidental, indirect, or punitive damages arising out of or relating to this Agreement.

Limitation of Damages: The Service Provider's total liability under this Agreement shall not exceed the total amount paid by the Client to the Service Provider under this Agreement.

9. Compliance with Laws and Regulations

The parties shall comply with all applicable federal, state, and local laws and regulations, including but not limited to all applicable licensing requirements for the services performed in New Jersey.

• Option A: The Service Provider shall maintain all necessary licenses and permits required to perform the services.

10. Independent Contractor Status

The Service Provider is an independent contractor and not an employee of the Client.

The Service Provider is responsible for its own taxes, insurance, and other benefits.

The Service Provider shall not be entitled to any employee benefits from the Client.

• Option A: (Subcontracting Allowed) The Service Provider may subcontract portions of the services with the Client's prior written approval.
• Option B: (No Subcontracting) The Service Provider shall not subcontract any portion of the services without the Client's prior written approval.

11. Termination and Suspension

For-Cause Termination: Either party may terminate this Agreement for cause if the other party breaches any material provision of this Agreement and fails to cure such breach within [Number] days after written notice.

Convenience Termination:

• Option A: The Client may terminate this Agreement for convenience upon [Number] days written notice to the Service Provider.
• Option B: Either party may terminate this agreement for convenience upon [Number] days written notice to the other party.

Cure Period: The breaching party shall have [Number] days from the date of written notification to cure the breach.

Obligations on Termination: Upon termination of this Agreement, the Service Provider shall return all client property and confidential information.

Final Settlement: Upon termination, the Client shall pay the Service Provider for all services performed up to the date of termination.

Survival: The provisions regarding confidentiality, intellectual property, indemnification, and limitation of liability shall survive termination of this Agreement.

12. Dispute Resolution

The parties agree to resolve any disputes arising out of or relating to this Agreement through the following methods:

• Option A: (Direct Negotiation) Direct negotiation between the parties.
• Option B: (Mediation) Mediation administered by [Name of Mediation Organization].
• Option C: (Arbitration) Binding arbitration in accordance with the rules of the American Arbitration Association.
• Option D: (Litigation) Litigation in the state and federal courts located in [County, New Jersey].

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws principles.

Choice of Forum: The exclusive forum for any litigation arising out of or relating to this Agreement shall be the state and federal courts located in [County, New Jersey].

13. Force Majeure and Excusable Delay

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, and government regulations.

• Option A: Force majeure events shall include [List of Specific Events].

If a force majeure event occurs, the affected party shall promptly notify the other party and shall use commercially reasonable efforts to mitigate the impact of the event.

14. Notice

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail (return receipt requested), or sent by email to the addresses set forth in the introductory paragraph of this Agreement.

• Option A: Email is an acceptable form of notice.
• Option B: All notices must be sent by certified mail.

Notice Address for Service Provider: [Service Provider Notice Address]

Notice Address for Client: [Client Notice Address]

15. Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder.

The Service Provider warrants that the services will be performed in a professional and workmanlike manner.

The Client warrants that it will provide the Service Provider with all information and resources necessary to perform the services.

• Option A: The Service Provider warrants that the services will comply with all applicable laws and regulations.

16. Insurance Requirements

The Service Provider shall maintain the following insurance coverage:

• Option A: General liability insurance with limits of at least [Dollar Amount].
• Option B: Professional liability insurance with limits of at least [Dollar Amount].
• Option C: Workers' compensation insurance as required by New Jersey law.

The Service Provider shall provide the Client with certificates of insurance evidencing such coverage.

The Service Provider shall maintain such insurance coverage throughout the term of this Agreement.

17. Non-Solicitation and Non-Compete

• Option A: (Non-Solicitation) For a period of [Number] [Months/Years] after the termination of this Agreement, the Service Provider shall not solicit the Client's employees, customers, or vendors. This restriction applies within [Geographic area].
• Option B: (Non-Compete) For a period of [Number] [Months/Years] after the termination of this Agreement, the Service Provider shall not engage in any business that competes with the Client's business within [Geographic Area].

18. Subcontracting and Assignment

• Option A: (Subcontracting) The Service Provider may subcontract portions of the services with the Client's prior written approval, which will not be unreasonably withheld.
• Option B: (No Subcontracting) The Service Provider shall not subcontract any portion of the services without the Client's prior written approval.
• Option A: (Assignment) This Agreement may be assigned by either party to an affiliate or successor in interest with written notice to the other party.
• Option B: (No Assignment) Neither party may assign this Agreement without the other party's prior written consent.

19. Miscellaneous

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

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.

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

Governing Language: The governing language of this contract is English.

Schedules/Exhibits:

• Option A: Schedule A: [Description of Schedule A] is attached to this agreement.
• Option B: Exhibit B: [Description of Exhibit B] is attached to this agreement.

20. New Jersey Specific Provisions

Consumer Protection Notices: [If this contract is a consumer contract, include all required New Jersey consumer protection notices, including cancellation rights.]

Compliance with New Jersey Truth-in-Consumer Contract, Warranty and Notice Act: This Agreement complies with the New Jersey Truth-in-Consumer Contract, Warranty and Notice Act, N.J.S.A. 56:12-14 et seq.

Service of Process: [If litigation is selected, specify the agent for service of process within New Jersey for each party, if applicable.]

[Include any other required New Jersey-specific clauses or disclosures.]

21. Public Announcement and Publicity

• Option A: Neither party shall make any public announcement or issue any press release regarding this Agreement without the prior written consent of the other party.
• Option B: The Client may use the Service Provider's name and logo in its marketing materials with the Service Provider's prior written consent.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. [Service Provider Legal Name] By: [Service Provider Authorized Representative Name] Title: [Service Provider Title] Date: [Date] [Client Legal Name] By: [Client Authorized Representative Name] Title: [Client Title] Date: [Date]