New York service contract template

New York Service Contract

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

• [Service Provider Legal Name], a [Entity Type, e.g., Corporation, LLC, Individual], with a principal place of business at [Service Provider Address] ("Service Provider"), and
• [Client Legal Name], a [Entity Type, e.g., Corporation, LLC, Individual], with a principal place of business at [Client Address] ("Client").

Contact Information:

• Service Provider: Phone: [Service Provider Phone Number], Email: [Service Provider Email Address]
• Client: Phone: [Client Phone Number], Email: [Client Email Address]

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain services as described herein; and

WHEREAS, Service Provider desires to perform such services for Client;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

• Description of Services: Service Provider shall provide the following services to Client: [Detailed Description of Services].
• Deliverables: The following deliverables will be provided by Service Provider to Client: [List of Deliverables].
• Timelines/Milestones:
  • Option A: Services shall be completed according to the following timeline: [Detailed Timeline].
  • Option B: Specific milestones will be achieved according to the following schedule: [Milestone Schedule].
• Service Levels:
  • Option A: Service Provider shall maintain a [Service Level Percentage]% uptime for the service.
  • Option B: Service Provider shall respond to support requests within [Number] hours.
• Assumptions: The provision of services is based on the following assumptions: [List of Assumptions].
• Exclusions: The following services are specifically excluded from the scope of this Agreement: [List of Excluded Services].
• Standards/Methods: Service Provider shall perform the services in accordance with the following standards and methods: [Description of Standards and Methods].
• Modification of Services:
  • Option A: The scope of services may be modified by written agreement of both parties.
  • Option B: The Client may request changes to the scope of services, which the Service Provider may accept or reject in its sole discretion.

2. SERVICE PERIOD

• Commencement Date: The term of this Agreement shall commence on [Start Date].
• End Date:
  • Option A: This Agreement shall terminate on [End Date].
  • Option B: This Agreement shall continue until terminated as provided herein.
• Renewal/Extension:
  • Option A: This Agreement shall automatically renew for successive [Number] year terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
  • Option B: This Agreement may be extended by written agreement of both parties.
• Termination Date: If terminated, the termination date will be [Termination Date].

3. COMPENSATION AND PAYMENT TERMS

• Payment Structure:
  • Option A: Fixed Fee: The total fixed fee for the services is [Dollar Amount].
  • Option B: Hourly Rate: The hourly rate for the services is [Dollar Amount].
  • Option C: Retainer: The retainer fee is [Dollar Amount] per [Time Period, e.g., month].
  • Option D: Milestone Payments: Payments will be made upon completion of the following milestones: [Milestone Payment Schedule].
• Invoicing Schedule: Service Provider shall invoice Client [Frequency, e.g., monthly].
• Expense Reimbursements:
  • Option A: Client shall reimburse Service Provider for reasonable expenses incurred in connection with the services.
  • Option B: Expenses must be pre-approved by Client.
• Late Payment Penalties/Interest: Late payments shall be subject to a late payment penalty of [Percentage]% per month or the maximum rate allowed by New York law, whichever is lower.
• Taxes: Client is responsible for all applicable taxes.
• Method of Payment: Client shall pay Service Provider via [Method of Payment, e.g., check, wire transfer].

4. CLIENT'S OBLIGATIONS

• Provision of Resources: Client shall provide Service Provider with the following resources: [List of Resources].
• Approvals: Client shall provide timely approvals as required for the performance of the services.
• Information: Client shall provide accurate and complete information to Service Provider.
• Access: Client shall provide Service Provider with necessary access to [Description of Access Required].

5. SERVICE PROVIDER'S OBLIGATIONS

• Responsibilities: Service Provider shall perform the services with due care and in a professional manner.
• Warranties:
  • Option A: Service Provider warrants that the services will be performed in a workmanlike manner.
  • Option B: Service Provider warrants that it has the necessary skills and experience to perform the services.
• Obligations: Service Provider shall comply with all applicable laws and regulations.

6. CHANGE ORDER/AMENDMENT PROCESS

• Option A: Any changes to this Agreement must be in writing and signed by both parties.
• Option B: Client may request changes, and Service Provider will provide a written estimate of the cost and time required for the changes. Changes will be implemented only after Client's written approval of the estimate.

7. REPRESENTATIONS AND WARRANTIES

• By Service Provider:
  • Option A: Service Provider represents and warrants that it has the authority to enter into this Agreement.
  • Option B: Service Provider represents and warrants that the services will comply with all applicable laws and regulations.
• By Client:
  • Option A: Client represents and warrants that it has the authority to enter into this Agreement.
  • Option B: Client represents and warrants that it will provide Service Provider with all necessary information and resources to perform the services.

8. CONFIDENTIALITY AND NON-DISCLOSURE

• Definition of Confidential Information: Confidential Information includes any non-public information disclosed by one party to the other.
• Duration of Obligation: The obligation of confidentiality shall continue for [Number] years after the termination of this Agreement.
• Permissible Disclosures: Disclosures required by law are permitted.
• Security Requirements: Service Provider shall maintain reasonable security measures to protect Confidential Information.
• Exceptions:
  • Option A: Information that is publicly available is not considered Confidential Information.
  • Option B: Information received from a third party without a duty of confidentiality is not considered Confidential Information.

9. INTELLECTUAL PROPERTY

• Ownership:
  • Option A: Work for Hire: All deliverables created by Service Provider shall be considered "work for hire" and owned by Client.
  • Option B: Assignment: Service Provider hereby assigns all right, title, and interest in and to the deliverables to Client.
  • Option C: License: Service Provider grants Client a [Type of License, e.g., perpetual, non-exclusive] license to use the deliverables.

10. DATA SECURITY AND PRIVACY

• Compliance: Service Provider shall comply with all applicable data protection laws, including but not limited to the New York SHIELD Act.
• Obligations: Service Provider shall implement and maintain reasonable security measures to protect personal data.
• Option A: Service Provider shall notify Client of any data breach within [Number] hours of discovery.
• Option B: Service Provider shall obtain Client's consent before processing any personal data.

11. NON-SOLICITATION/NON-COMPETITION

• Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] years thereafter, Client shall not solicit employees of Service Provider.
• Option B: Non-Competition: During the term of this Agreement and for a period of [Number] years thereafter, Service Provider shall not engage in a business that competes with Client within [Geographic Area].
  • Note: Non-compete agreements are subject to strict scrutiny under New York law.
• Exclusivity:
  • Option A: Service Provider shall be the exclusive provider of the services to Client.
  • Option B: Service Provider shall not be restricted from providing similar services to other clients.

12. TERMINATION

• For Cause: Either party may terminate this Agreement for cause if the other party breaches a material provision of this Agreement.
• For Convenience:
  • Option A: Client may terminate this Agreement for convenience upon [Number] days written notice to Service Provider.
  • Option B: Service Provider may terminate this Agreement for convenience upon [Number] days written notice to Client.
• Notice Period: Written notice of termination is required.
• Post-Termination Obligations: Upon termination, Service Provider shall return all Client property and Confidential Information.
• Compensation/Reimbursement: Upon termination, Client shall pay Service Provider for all services performed up to the date of termination.
• Survival: The following clauses shall survive termination: Confidentiality, Intellectual Property, Limitation of Liability, and Governing Law.

13. LIMITATION OF LIABILITY

• Cap on Damages: Service Provider's liability shall be limited to the amount paid by Client to Service Provider under this Agreement.
• Exclusion of Consequential Damages: In no event shall Service Provider be liable for consequential, incidental, or special damages.

14. INDEMNIFICATION

• Indemnification Obligation: Client shall indemnify and hold Service Provider harmless from any claims arising out of Client's breach of this Agreement.
• Defense Procedures: The indemnifying party shall have the right to control the defense of any claim.
• Limitations: This indemnification obligation shall not apply to claims arising out of Service Provider's gross negligence or willful misconduct.

15. INSURANCE

• Required Insurance: Service Provider shall maintain the following insurance:
  • General Liability Insurance: [Dollar Amount]
  • Errors & Omissions Insurance: [Dollar Amount]
  • Worker's Compensation Insurance: As required by New York law.

16. GOVERNING LAW AND JURISDICTION

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.
• Jurisdiction:
  • Option A: Any legal action or proceeding arising under this Agreement shall be brought in the state or federal courts located in [County, New York].
  • Option B: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in [City, New York] in accordance with the rules of the American Arbitration Association.

17. FORCE MAJEURE

• Excusable Delays: Neither party shall be liable for delays caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, and natural disasters.
• Notice and Duration: The affected party shall provide prompt notice to the other party of any force majeure event.

18. ASSIGNMENT AND SUBCONTRACTING

• Assignment:
  • Option A: Neither party may assign this Agreement without the prior written consent of the other party.
  • Option B: This Agreement may be assigned by Client to a successor entity in connection with a merger or acquisition.
• Subcontracting:
  • Option A: Service Provider may not subcontract any of the services without the prior written consent of Client.
  • Option B: Service Provider may use subcontractors, but shall remain responsible for the performance of the services.

19. NOTICES

• Acceptable Methods: Notices under this Agreement shall be in writing and may be given by mail, email, or courier.
• Relevant Addresses:
  • Service Provider: [Service Provider Address], Email: [Service Provider Email Address]
  • Client: [Client Address], Email: [Client Email Address]
• Deemed Delivery Dates: Notices shall be deemed delivered upon receipt.

20. INTERPRETATION AND GENERAL PROVISIONS

• Merger/Integration: This Agreement constitutes the entire agreement between the parties.
• Amendment: This Agreement may be amended only by a written agreement signed by both parties.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Enforceability: The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the same economic effect.
• No Third-Party Beneficiaries: This Agreement is for the benefit of the parties only and does not create any third-party beneficiaries.
• Execution in Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.
• Electronic Signature: Electronic signatures shall be binding.

21. NEW YORK-SPECIFIC PROVISIONS

• Option A: Wage Theft Prevention Act: Service Provider acknowledges its obligations under the New York Wage Theft Prevention Act.
• Option B: Independent Contractor Law: The parties acknowledge that Service Provider is an independent contractor and not an employee of Client.
• Right to Retain a Copy: Each party acknowledges the right to retain a copy of this Agreement.
• Option C: Disclosure of Cancellation Rights: Client has the right to cancel this agreement within [Number] days of signing, in accordance with New York law regarding [Type of Service, e.g., Home Improvement].

SIGNATURE

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

[Service Provider Legal Name]

By: [Printed Name]

Title: [Title]

Date: [Date]

[Client Legal Name]

By: [Printed Name]

Title: [Title]

Date: [Date]