North Carolina service contract template

North Carolina Service Contract

1. Contract Information

• Agreement Title: [Text, e.g., Service Agreement]
• Effective Date: [Date]
• Date of Signing: [Date]
• Option A: Parties:
  • Service Provider:
    • Full Legal Name: [Name]
    • Business Address: [Address]
    • Contact Information: [Phone Number]; [Email Address]
    • Type of Legal Entity: [Text, e.g., LLC, Sole Proprietorship, Corporation]
    • State of Incorporation/Organization: [State]
  • Client:
    • Full Legal Name: [Name]
    • Business Address: [Address]
    • Contact Information: [Phone Number]; [Email Address]
    • Type of Legal Entity: [Text, e.g., LLC, Sole Proprietorship, Corporation]
    • State of Incorporation/Organization: [State]
• Option B: Parties: (Individual to Individual)
  • Service Provider: [Full Legal Name], residing at [Address], Phone: [Phone Number], Email: [Email Address]
  • Client: [Full Legal Name], residing at [Address], Phone: [Phone Number], Email: [Email Address]

2. Recitals

• Background: [Text describing purpose of the contract, parties' intent, and general description of the services]

3. Scope of Services

• Detailed Description of Services: [Detailed description of services to be provided]
• Deliverables: [List of deliverables]
• Service Standards: [Description of service standards]
• Performance Criteria: [Performance criteria for the services]
• Timeline/Milestones: [Timeline and/or milestones for the project]
• Locations Where Services Will Be Performed: [Physical or Remote Locations]
• Materials, Data, or Resources to be Supplied:
  • By Service Provider: [List of materials, data, or resources]
  • By Client: [List of materials, data, or resources]

4. Contract Duration

• Option A: Fixed Term:
  • Commencement Date: [Date]
  • Termination Date: [Date]
• Option B: Renewal Terms:
  • Initial Term: [Number] [Unit of Time, e.g., months, years]
  • Renewal Terms: [Number] [Unit of Time, e.g., months, years], automatically renewing unless [Number] days written notice is provided prior to the end of the current term.
• Option C: Indefinite Term: Commencing on [Date] and continuing until terminated as provided herein.

5. Compensation

• Payment Amount/Rate/Method: [Description of payment, e.g., hourly rate, flat fee, milestone-based]
• Payment Schedule and Due Dates: [Detailed payment schedule and due dates]
• Invoicing Requirements: [Requirements for invoices, e.g., itemized invoices]
• Late Payment Penalties: [Description of late payment penalties, if any]
• Expenses and Reimbursement Policy: [Policy on reimbursable expenses]
• Taxes:
  • Option A: All amounts stated are exclusive of applicable taxes, which shall be the responsibility of [Party Responsible for Taxes, e.g., Client].
  • Option B: All amounts stated are inclusive of applicable taxes.

6. Obligations and Responsibilities

• Service Provider Obligations: [Detailed list of the service provider's obligations]
• Client Obligations: [Detailed list of the client's obligations]
• Cooperation Requirements: [Description of cooperation required by each party]
• Reporting: [Reporting requirements, frequency, and format]
• Communication Protocols: [Preferred communication methods and frequency]
• Client Approvals: [Description of required client approvals]

7. Service Performance Standards

• Key Performance Indicators (KPIs): [List of KPIs]
• Quality Standards: [Description of quality standards]
• Review and Acceptance Processes: [Process for reviewing and accepting the services]
• Consequences for Not Meeting Standards: [Consequences for failure to meet performance standards]

8. Modifications and Change Orders

• Procedure for Requesting Changes: [Procedure for requesting changes to the scope of work]
• Approval Process: [Process for approving change orders]
• Documentation of Changes: [Requirements for documenting approved changes]
• Handling of Additional Services: [Procedure for handling requests for additional services]

9. Subcontracting or Delegation

• Option A: Subcontracting Permitted: Service Provider may subcontract portions of the services with prior written consent from the Client. Service Provider is responsible for the performance of any subcontractors.
• Option B: Subcontracting Not Permitted: Service Provider shall not subcontract any portion of the services without the prior written consent of the Client.
• Approval Process: [Describe approval process for subcontractors, if applicable]

10. Intellectual Property

• Option A: Work Product Ownership:
  • Client: All work product created as a result of the services shall be the sole property of the Client.
  • Contractor: All work product created as a result of the services shall be the sole property of the Service Provider.
  • Co-Owned: All work product created as a result of the services shall be jointly owned by the Client and the Service Provider.
• Assignment of Intellectual Property Rights: [Details regarding assignment of IP rights]
• License Rights: [Details regarding license rights, if any]
• Allowed Uses: [Description of allowed uses of the work product by each party]

11. Confidentiality

• Definition of Confidential Information: [Definition of what constitutes confidential information]
• Disclosure Exceptions: [Exceptions to the confidentiality obligation]
• Duration of Confidentiality Obligations: [Duration of the confidentiality obligations]
• Procedures for Return or Destruction: [Procedures for returning or destroying confidential information upon termination]

12. Data Protection and Privacy

• Compliance: Service Provider shall comply with all applicable federal and North Carolina state laws and regulations regarding data protection and privacy, including but not limited to [List relevant statutes like HIPAA if applicable, CCPA, etc.].
• Obligations: [Details of data protection and privacy obligations]

13. Non-Solicitation/Non-Disparagement/Non-Compete

• Option A: Non-Solicitation:
  • Scope: During the term of this Agreement and for a period of [Number] years following termination, Service Provider shall not solicit any employees or clients of Client.
  • Geographic Reach: This non-solicitation obligation applies within [Geographic area, e.g., North Carolina].
• Option B: Non-Disparagement: During the term of this Agreement and thereafter, neither party shall disparage the other.
• Option C: Non-Compete:
  • Scope: During the term of this Agreement and for a period of [Number] years following termination, Service Provider shall not engage in any business that is directly competitive with the business of Client within [Geographic area within North Carolina, specifying cities or counties. Must be reasonable under NC law].
  • Note: Under North Carolina law, non-compete agreements must be reasonable in time, geographic scope, and scope of activity to be enforceable.
• Option D: None. No non-solicitation, non-disparagement, or non-compete clauses apply to this agreement.

14. Insurance and Indemnification

• Insurance Requirements: Service Provider shall maintain the following insurance coverage: [Types and amounts of insurance coverage required, e.g., General Liability, Professional Liability, Worker's Compensation]. Evidence of insurance shall be provided to Client upon request.
• Indemnification:
  • Service Provider shall indemnify and hold harmless Client from any claims, losses, or liabilities arising out of [Description of covered claims, e.g., Service Provider's negligence].
  • Client shall indemnify and hold harmless Service Provider from any claims, losses, or liabilities arising out of [Description of covered claims, e.g., Client's provision of inaccurate information].

15. Representations and Warranties

• Authority to Contract: Each party represents and warrants that it has the authority to enter into this Agreement.
• Legal Compliance: Each party represents and warrants that it is in compliance with all applicable laws and regulations.
• Licensure Status: Service Provider represents and warrants that it holds all necessary licenses and permits to perform the services in North Carolina.
• Accuracy of Information: Each party represents and warrants that the information provided to the other party is accurate and complete.

16. Limitation of Liability

• Option A: Cap on Damages: In no event shall either party's liability exceed the total amount paid under this Agreement.
• Option B: Exclusion of Damages: Neither party shall be liable for any consequential, incidental, or punitive damages.
• Option C: No limitation. There is no limitation of liability under this agreement.
• Note: Under North Carolina law, certain limitations of liability may not be enforceable.

17. Force Majeure and Excused Nonperformance

• Definition of Force Majeure: [Definition of events that constitute force majeure, e.g., acts of God, war, terrorism, natural disasters].
• Excused Performance: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to force majeure.
• Notification: The affected party shall notify the other party of the force majeure event as soon as reasonably practicable.
• Termination: If the force majeure event continues for more than [Number] days, either party may terminate this Agreement.

18. Termination

• Grounds for Termination:
  • For Cause: [Specify reasons for termination for cause, e.g., material breach].
  • Without Cause: Either party may terminate this Agreement without cause upon [Number] days written notice.
  • By Notice: Either party can terminate at any time with written notice of [number] days.
  • For Insolvency: By either party if the other becomes insolvent.
• Notice Periods: [Specify notice periods for termination]
• Termination Procedures: [Specify procedures for termination]
• Rights and Responsibilities After Termination: [Specify rights and responsibilities after termination, e.g., return of materials, final payment].
• Early Termination Fees/Penalties: [Specify early termination fees or penalties, if any].

19. Dispute Resolution

• Option A: Negotiation: The parties shall first attempt to resolve any dispute through good faith negotiation.
• Option B: Mediation: If negotiation fails, the parties shall submit the dispute to mediation in [City, North Carolina] before resorting to litigation.
• Option C: Arbitration: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in [City, North Carolina] in accordance with the rules of the American Arbitration Association.
• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. Venue for any legal action shall be in [County], North Carolina.
• Jury Trial Waiver: [Include or exclude] The parties hereby waive their right to a jury trial.

20. Remedies and Consequences of Breach

• Rights to Cure: The breaching party shall have [Number] days to cure the breach.
• Liquidated Damages: [Specify liquidated damages, if any. Note: must be a reasonable estimate of actual damages].
• Injunctive Relief: [Include or exclude] Injunctive relief shall be available as a remedy for breach of this Agreement.

21. Compliance with Laws and Regulations

• General Compliance: Both parties shall comply with all applicable federal, state, and local laws and regulations, including North Carolina-specific laws.
• Specific Requirements: [Address North Carolina-specific requirements, e.g., licensing, business registration, tax, and employment laws].

22. Notices and Communications

• Addresses for Notice:
  • Service Provider: [Address]
  • Client: [Address]
• Means of Delivery: [Specify acceptable means of delivery, e.g., mail, email, courier].
• Deemed Receipt: Notices shall be deemed received [Number] days after mailing or [Number] hours after email.

23. Assignment and Delegation

• Option A: Assignment Permitted: This Agreement may be assigned by either party with the prior written consent of the other party.
• Option B: Assignment Not Permitted: This Agreement may not be assigned by either party without the prior written consent of the other party.
• Delegation: Neither party may delegate its obligations under this Agreement without the prior written consent of the other party.

24. Entire Agreement, Amendment, and Severability

• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and understandings.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

25. Waiver and Cumulative Remedies

• Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision.
• Cumulative Remedies: The remedies provided in this Agreement are cumulative and not exclusive.

26. Execution and Counterparts

• Execution: This Agreement 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.
• Electronic Signatures: Electronic signatures shall be binding and enforceable.

27. Independent Contractor Status

• Option A: Independent Contractor: It is the express intention of the parties that Service Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Client will not withhold taxes or provide benefits.
• Option B: Employment Relationship: (To be used only if an actual employment relationship is intended) Service Provider is an employee of Client. Client will withhold taxes and provide benefits as required by law.

28. Tax Compliance

• Tax Filings and Payments: Service Provider is responsible for all applicable federal and North Carolina state tax filings and payments.

29. Worker's Compensation and Workplace Safety

• If Service Provider has employees, Service Provider shall maintain worker's compensation insurance as required by North Carolina law and ensure compliance with all applicable workplace safety regulations.

30. North Carolina Business Regulations

• Compliance with North Carolina Unfair and Deceptive Trade Practices Act: Service Provider shall comply with the North Carolina Unfair and Deceptive Trade Practices Act.

31. Specific North Carolina Regulations (If Applicable)

• [Include clauses meeting North Carolina licensing, bonding, or regulatory requirements, and allow clients to select such specialized clauses as needed for medical, legal, financial, construction, etc. services.]

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

[Client Name] [Service Provider Name]

By: ____________________________ By: ____________________________

Name: [Printed Name] Name: [Printed Name]

Title: [Title] Title: [Title]