North Dakota service contract template

North Dakota Service Contract

• Agreement Date: [Date]
• Service Provider:
  • Full Legal Name: [Service Provider Full Legal Name]
  • Address: [Service Provider Address]
  • Phone Number: [Service Provider Phone Number]
  • Email: [Service Provider Email]
• Client:
  • Full Legal Name: [Client Full Legal Name]
  • Address: [Client Address]
  • Phone Number: [Client Phone Number]
  • Email: [Client Email]
• Scope of Services:
  • Service Description: [Detailed description of the services to be provided]
  • Deliverables: [List of specific deliverables]
  • Performance Standards: [Specify acceptable performance levels]
  • Service Levels: [Service Level Agreements (SLAs), if applicable]
  • Milestones/Deadlines: [Key project milestones and completion dates]
  • Service Location:
    • Option A: On-site at [Client Location]
    • Option B: Remotely
    • Option C: Multiple Locations: [Specify Locations]
  • Requirements: [List any equipment, materials, or access required from each party]
• Term and Termination:
  • Term:
    • Option A: Fixed Duration: From [Start Date] to [End Date]
    • Option B: Specific Project Completion: Until completion of the services described in Section 3.
    • Option C: Ongoing until terminated as provided herein.
  • Renewal/Extension:
    • Option A: Automatic Renewal for [Number] [Days/Months/Years] unless either party provides written notice of termination [Number] [Days/Months] prior to the end of the current term.
    • Option B: No automatic renewal.
  • Termination:
    • Option A: For Cause: Either party may terminate this Agreement for cause upon [Number] days written notice if the other party breaches a material provision of this Agreement and fails to cure such breach within such notice period.
    • Option B: For Convenience: Either party may terminate this Agreement for convenience upon [Number] [Days/Months] written notice.
    • Option C: Upon Breach: By the non-breaching party immediately in the event of a material breach by the other party that cannot be cured.
    • Option D: Force Majeure: Either party may terminate this Agreement if performance is prevented by an event of force majeure for a period exceeding [Number] [Days/Months].
• Fees and Payment:
  • Compensation Structure:
    • Option A: Fixed Fee: [Dollar Amount] for the entire project.
    • Option B: Hourly Rate: [Dollar Amount] per hour.
    • Option C: Per Project: [Dollar Amount] per defined project phase.
    • Option D: Retainer: [Dollar Amount] per [Month/Quarter/Year].
  • Payment Schedule: [Detailed payment schedule, including dates or milestones]
  • Invoicing Procedures: [Specify how invoices will be submitted and approved]
  • Acceptable Payment Methods: [List acceptable payment methods, e.g., check, wire transfer, credit card]
  • Late Payment Penalties: [Interest rate or late fee for overdue payments, if applicable]
  • Expenses:
    • Option A: Reimbursable expenses are limited to [List of acceptable expenses] and require pre-approval from [Client Representative].
    • Option B: No reimbursement for expenses.
• Obligations of the Parties:
  • Service Provider Obligations:
    • Responsibility: [Detailed list of Service Provider's responsibilities]
    • Personnel: [Specify key personnel assigned to the project, if applicable]
    • Reporting: [Reporting requirements and frequency]
    • Subcontracting:
      • Option A: Service Provider may not subcontract any portion of the services without Client's prior written consent.
      • Option B: Service Provider may subcontract the following services: [List of services].
  • Client Obligations:
    • Responsibility: [Detailed list of Client's responsibilities]
    • Cooperation: [Requirement for Client to provide necessary information and access]
• Confidentiality and Non-Disclosure:
  • Definition of Confidential Information: [Define what constitutes confidential information]
  • Permissible Uses: [Specify how confidential information can be used]
  • Exceptions: [List exceptions to confidentiality obligations, e.g., information already publicly known]
  • Protection: [Obligations to protect confidential information]
  • Post-Contract: [Confidentiality obligations after termination of the contract]
    • Option A: Mutual Confidentiality
    • Option B: Unilateral Confidentiality (Service Provider only)
• Intellectual Property:
  • Ownership:
    • Option A: Client shall own all intellectual property rights in any work product created under this Agreement.
    • Option B: Service Provider shall retain ownership of intellectual property rights in any work product, but grants Client a [Type of License, e.g., perpetual, non-exclusive] license to use such work product.
  • Pre-Existing Materials: [Specify ownership and usage rights for any pre-existing materials used in the project]

• Non-Compete, Non-Solicitation, and Non-Circumvention (Optional - Consult with Legal Counsel due to North Dakota restrictions)

  • Duration: [Number] [Months/Years] after termination of this Agreement.
  • Geographic Scope: [Specific geographic area where restrictions apply]
  • Covered Activities: [Define prohibited competitive activities]
• Insurance and Indemnification:
  • Insurance:
    • Required Coverage: [Specify required insurance coverage levels, e.g., General Liability, Professional Liability, Workers' Compensation]
    • Proof of Coverage: Service Provider shall provide Client with certificates of insurance evidencing the required coverage.
  • Indemnification:
    • Option A: Mutual Indemnification
    • Option B: One-Way Indemnification (Service Provider to Client)
    • Indemnity Obligations: [Details of indemnity obligations for third-party claims]
• Representations and Warranties:
  • Service Quality: Service Provider warrants that the services will be performed in a professional and workmanlike manner.
  • Legal Compliance: Service Provider warrants that it will comply with all applicable laws and regulations.
  • Authority: Each party represents and warrants that it has the authority to enter into this Agreement.
• Disclaimers and Limitation of Liability:
  • Liability Cap: The liability of either party shall be limited to the amount of fees paid under this Agreement.
  • Exclusions: Neither party shall be liable for consequential, indirect, or lost profits.
  • Force Majeure: Neither party shall be liable for delays or failures to perform due to events of force majeure.
• Employee/Subcontractor Requirements:
  • Background Checks: [Specify whether background checks are required]
  • Compliance: [Require compliance with Client's policies]
  • Supervision: Client has the right to supervise or reject any of Service Provider's employees or subcontractors.
• Occupational Health and Safety:
  • Compliance: Service Provider shall comply with all applicable OSHA standards.
  • Drug-Free Workplace: [Specify drug-free workplace policy requirements]
  • Reporting: Service Provider shall promptly report any incidents or hazards to Client.
• Dispute Resolution:
  • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota.
  • Venue: [Specify the venue for any legal proceedings, e.g., state or federal court in North Dakota]
  • Option A: Mandatory Mediation before Litigation
  • Option B: Binding Arbitration in [City, State]
  • Attorney Fees: [Specify how attorney fees will be allocated, e.g., prevailing party]
• Modification and Waiver:
  • Modification: Any modification of this Agreement must be in writing and signed by both parties.
  • Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

• Entire Agreement

  • This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements and understandings, whether oral or written.
• 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.
  • Assignment: Neither party may assign this Agreement without the prior written consent of the other party.
  • Notices: All notices must be in writing and sent to the addresses listed above.
  • Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.
  • Electronic Signatures: Electronic signatures shall be binding and enforceable.
• Compliance with Laws:
  • Service Provider shall comply with all applicable local, state, and federal laws and regulations, including but not limited to anti-discrimination laws and consumer protection laws.
  • Non-Compete: The parties acknowledge and agree that North Dakota law restricts the enforceability of non-compete agreements. The non-compete clause in this agreement (if any) shall be interpreted and enforced to the maximum extent permitted by North Dakota law.
• Additional Disclosures:
  • [Include any additional required disclosures, such as construction licensing information, lien rights, or professional certification requirements]

• Privacy and Data Protection (Optional)

  • [Detailed clauses on how client or end-user data will be handled and protected]
• Signatures:
  • Service Provider:
    • Signature: _________________________
    • Printed Name: [Service Provider Printed Name]
    • Title: [Service Provider Title]
  • Client:
    • Signature: _________________________
    • Printed Name: [Client Printed Name]
    • Title: [Client Title]