New Mexico service contract template

New Mexico Service Contract

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

• [Service Provider Legal Name], a [State of Incorporation/Registration (if applicable)] [Business Entity Type (e.g., corporation, LLC)], with its principal place of business at [Service Provider Address], hereinafter referred to as "Provider," and Federal EIN (if applicable) [Federal EIN (if applicable)].
• [Client Legal Name], a [State of Incorporation/Registration (if applicable)] [Business Entity Type (e.g., corporation, LLC)], with its principal place of business at [Client Address], hereinafter referred to as "Client."

1. Scope of Services

• Provider shall provide the following services to Client (the "Services"): [Detailed description of services, including deliverables and standards].
• Services are:
  • Option A: Ongoing
  • Option B: One-Time
  • Option C: Project-Based, as defined in [Project Details/Timeline Document]
• Milestones/Phases (if applicable):
  • [Milestone 1 Description]: Completion Date: [Date]
  • [Milestone 2 Description]: Completion Date: [Date]
  • [Milestone 3 Description]: Completion Date: [Date]

2. Term and Termination

• This Agreement shall commence on [Start Date] and shall continue:
  • Option A: For a fixed term of [Number] [Days/Months/Years], expiring on [End Date].
  • Option B: For a term of [Number] [Days/Months/Years], and 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 C: Indefinitely, until terminated as provided herein.
• Termination:
  • Either party may terminate this Agreement for cause upon [Number] [Days/Weeks] written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.
  • Client may terminate this Agreement for convenience upon [Number] [Days/Weeks] written notice to Provider.
  • Provider may terminate this Agreement for convenience upon [Number] [Days/Weeks] written notice to Client.

3. Compensation

• Client shall pay Provider the following fees for the Services: [Specific fee structure, e.g., hourly rate, fixed fee, project-based fee].
• Payment Schedule:
  • Option A: Upon completion of Services.
  • Option B: Milestone-based payments as follows: [Payment Schedule].
  • Option C: Periodic payments of [Amount] every [Frequency].
• Accepted Payment Methods: [List Accepted Payment Methods].
• Reimbursement of Expenses: Client shall reimburse Provider for reasonable pre-approved expenses incurred in connection with the Services, in accordance with [Reimbursement Policy].
• Late Payment Interest: If any payment is not received within [Number] days of the due date, Client shall pay interest on the overdue amount at a rate of [Percentage] per month, or the maximum rate permitted by New Mexico law, whichever is lower.

4. Change Orders

• Any changes to the scope of Services must be documented in a written change order signed by both parties.
• Change Order Process:
  • Client shall submit a written request for change.
  • Provider shall provide a written estimate of the impact on cost and timeline.
  • The change order must be approved in writing by both parties before implementation.

5. Client Responsibilities

• Client shall:
  • Cooperate with Provider in a timely and efficient manner.
  • Provide Provider with all necessary information and access to resources required to perform the Services.
  • [Specific Responsibilities Related to the Industry and Services].

6. Confidentiality

• Each party shall hold the other party's Confidential Information (as defined below) in confidence and shall not disclose such information to any third party without the other party's prior written consent. "Confidential Information" includes [Definition of confidential information, e.g., business plans, customer lists, financial information].
• Obligations of confidentiality shall continue:
  • Option A: During the term of this Agreement and for [Number] [Years] thereafter.
  • Option B: Only during the term of this Agreement.
• This is:
  • Option A: A mutual confidentiality agreement.
  • Option B: A one-way confidentiality agreement, with only the [Provider/Client] obligated to protect confidential information.

7. Intellectual Property

• Ownership of Intellectual Property:
  • Option A: All rights to work product, inventions, or deliverables created by Provider in connection with the Services shall remain with Provider. Provider grants Client a [Type of License] license to use such work product.
  • Option B: All rights to work product, inventions, or deliverables created by Provider in connection with the Services shall be deemed "works made for hire" and shall be owned exclusively by Client. Provider hereby assigns all right, title, and interest in such work product to Client.
  • Option C: All rights to work product, inventions, or deliverables created by Provider in connection with the Services shall be assigned to Client, except that Provider shall retain a [Specific Right, e.g., right to use work product in its portfolio].

8. Non-Solicitation/Non-Competition

• [Choose One: Include or Delete Entire Section]
• During the term of this Agreement and for a period of [Number] [Months/Years] following its termination, Client shall not solicit, hire, or attempt to solicit or hire any employee or contractor of Provider. This restriction applies within [Geographic Area].
• During the term of this Agreement and for a period of [Number] [Months/Years] following its termination, Provider shall not engage in any business that directly competes with the business of Client within [Geographic Area]. *Note: Overly broad non-compete terms may be unenforceable under New Mexico law*.

9. Insurance

• Provider shall maintain the following insurance coverage:
  • Option A: General Liability Insurance with a minimum coverage of [Amount].
  • Option B: Professional Liability Insurance with a minimum coverage of [Amount].
  • Option C: Worker's Compensation Insurance as required by New Mexico law.
  • Option D: [Other Insurance Required] with a minimum coverage of [Amount].

10. Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to its conflict of laws principles.
  • Optional: The parties agree that any legal action or proceeding arising out of or relating to this agreement shall be brought exclusively in the courts of Santa Fe County, New Mexico.

11. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved as follows:
  • Option A: The parties shall first attempt to resolve the dispute through good-faith negotiation.
  • Option B: If negotiation fails, the parties shall submit the dispute to mediation in [City, State], with a mediator mutually agreed upon.
  • Option C: If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [City, State].
  • Option D: If negotiation, mediation and arbitration fails, the dispute shall be resolved by litigation in the courts of Santa Fe County, New Mexico.

12. Representations and Warranties

• Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.
• Additional Representations and Warranties:
  • Option A: Provider warrants that it is duly licensed and qualified to perform the Services in accordance with all applicable New Mexico laws and regulations.
  • Option B: Provider warrants that all materials and equipment used in connection with the Services will be of good quality and free from defects.

13. 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 negligence or willful misconduct in connection with the Services.
• 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 negligence or willful misconduct in connection with the Services.
• [Optional: Limitations on Liability, such as waiver of consequential damages or caps on liability amounts].

14. Force Majeure

• Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a Force Majeure Event. "Force Majeure Event" means any event beyond a party's reasonable control, including, but not limited to, acts of God, war, terrorism, riots, fire, flood, earthquake, strike, lockout, or governmental action.
• The affected party shall promptly notify the other party of the Force Majeure Event and shall use commercially reasonable efforts to mitigate the effects of the event.
• [Optional: Carveouts or specific inclusions, such as pandemics or governmental actions].

15. Assignment

• This Agreement:
  • Option A: May not be assigned by either party without the prior written consent of the other party.
  • Option B: May be assigned by Client to a subsidiary, affiliate, or successor without Provider's consent.
  • Option C: May be assigned by Provider to a subsidiary, affiliate, or successor without Client's consent.

16. Notices

• All notices under this Agreement shall be in writing and shall be deemed to have been duly given when:
  • Option A: Delivered personally.
  • Option B: Sent by certified mail, return receipt requested.
  • Option C: Sent by email.
• Notices shall be sent to the following addresses:
  • To Provider: [Service Provider Address], Email: [Service Provider Email]
  • To Client: [Client Address], Email: [Client Email]

17. 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.

18. Amendment

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

19. Severability

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

20. Compliance with Laws

• Provider shall comply with all applicable federal, state, and local laws and regulations in performing the Services.
• Provider is responsible for payment of New Mexico Gross Receipts Tax.

21. New Mexico Specific Notices

[Include any New Mexico-specific statutory notices required for the particular service being provided. This may include notices related to consumer services, construction, or home improvement contracts. Also include any relevant notices or disclosures pertaining to non-competes or other areas of state law affecting specific professions.]

22. Exhibits

• The following exhibits are attached to and incorporated into this Agreement:
  • Exhibit A: [Detailed Scope of Work]
  • Exhibit B: [Fee Schedule]
  • Exhibit C: [Project Plan]

23. Signatures

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

____________________________

[Service Provider Legal Name]

By: [Authorized Representative Name]

Title: [Title]

____________________________

[Client Legal Name]

By: [Authorized Representative Name]

Title: [Title]