Ohio service contract template

Ohio Service Contract

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

• [Service Provider's Full Legal Name], a [Service Provider's Business Entity Type, e.g., Limited Liability Company] organized under the laws of the State of [Service Provider's Registration State], with a principal place of business at [Service Provider's Mailing Address] (“Service Provider”), and
• [Client's Full Legal Name], a [Client's Business Entity Type, e.g., Corporation] organized under the laws of the State of [Client's Registration State], with a principal place of business at [Client's Mailing Address] (“Client”).

1. Scope of Services

• Option A: General Description
  • The Service Provider agrees to provide the Client with the following services: [General Description of Services].
• Option B: Detailed Statement of Work
  • The Service Provider agrees to perform the services as detailed in the Statement of Work attached hereto as Exhibit A and incorporated herein by reference. This Statement of Work includes the following:
    • Clear Statement of Work: [Clear Statement of Work]
    • Service Specifications: [Service Specifications]
    • Project Milestones/Phases (if applicable): [Project Milestones/Phases]
    • Deadlines: [Deadlines]
    • Delivery Requirements: [Delivery Requirements]
    • Performance Standards: [Performance Standards]
    • Client-Provided Materials/Information: [Client-Provided Materials/Information]
• Option C: Phased Project
  • The services will be performed in the following phases:
    • Phase 1: [Description of Phase 1], due [Date]
    • Phase 2: [Description of Phase 2], due [Date]
    • Phase 3: [Description of Phase 3], due [Date]

2. Term

• Option A: Fixed Term
  • This Agreement shall commence on [Start Date] and shall continue until [End Date], unless earlier terminated as provided herein.
• Option B: Periodic Renewal
  • This Agreement shall commence on [Start Date] and shall automatically renew for successive periods of [Renewal Period, e.g., one year] unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
• Option C: Indefinite/Perpetual
  • This Agreement shall commence on [Start Date] and shall continue until terminated as provided herein.

3. Compensation

• Option A: Hourly Rate
  • The Client shall pay the Service Provider at an hourly rate of [Hourly Rate] per hour for all services performed.
• Option B: Flat Fee
  • The Client shall pay the Service Provider a flat fee of [Flat Fee Amount] for the services performed under this Agreement.
• Option C: Retainer
  • The Client shall pay the Service Provider a retainer fee of [Retainer Fee Amount] per [Time Period]. This retainer covers [Services Covered by Retainer].
• Option D: Per Project
  • The Client shall pay the Service Provider [Amount] per project.
• Option E: Payment Schedule
  • Payment shall be made according to the following schedule:
    • [Payment Schedule, e.g., 50% upon execution of this Agreement, 50% upon completion of the services].
• Option F: Invoicing
  • The Service Provider shall submit invoices to the Client [Invoice Frequency, e.g., monthly]. All invoices must include a detailed description of the services performed, the dates of service, and the hours worked (if applicable).
• Option G: Late Payment Penalty
  • Any payment not received within [Number] days of the invoice date shall be subject to a late payment penalty of [Percentage] percent per month.
• Option H: Expense Reimbursement
  • The Client shall reimburse the Service Provider for reasonable and necessary expenses incurred in connection with the performance of the services, provided that such expenses are pre-approved by the Client in writing.
    • Reimbursable Expenses: [List of Reimbursable Expenses]
    • Documentation Required: [Documentation Required for Reimbursement]
• Option I: Taxes
  • All fees are exclusive of all sales, use, excise, value added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other charges of any government authority. The Client shall be responsible for payment of all such taxes.

4. Performance Standards and Service Quality

• Option A: Measurable KPIs
  • The Service Provider shall meet the following Key Performance Indicators (KPIs):
    • [KPI 1 Description]: Target: [Target Value]
    • [KPI 2 Description]: Target: [Target Value]
• Option B: Standards for Completion
  • The services shall be performed in a professional and workmanlike manner, consistent with industry standards.
• Option C: Acceptance Procedures
  • Upon completion of the services, the Client shall have [Number] days to review and accept the services. If the Client does not provide written notice of rejection within such period, the services shall be deemed accepted.
    • Grounds for Rejection: [Grounds for Rejection]
• Option D: Performance Review
  • The Client shall conduct a performance review of the Service Provider’s services [Frequency, e.g., quarterly].

5. Changes in Scope/Additional Work

• Option A: Change Orders
  • Any changes to the scope of services must be documented in a written change order signed by both parties.
• Option B: Cost and Time Adjustment
  • Change orders may result in an adjustment to the compensation and/or the project timeline. Any such adjustments must be agreed upon in writing by both parties.
• Option C: Dispute Resolution
  • Any disputes regarding the scope of changed services shall be resolved in accordance with the dispute resolution provisions of this Agreement.

6. Confidentiality and Non-Disclosure

• Option A: Confidential Information Defined
  • "Confidential Information" shall mean any and all information disclosed by either party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, [Examples of Confidential Information].
• Option B: Exceptions
  • The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is independently developed by the receiving party; or (d) is rightfully received by the receiving party from a third party without any obligation of confidentiality.
• Option C: Duration
  • The obligations of confidentiality under this Agreement shall survive the termination of this Agreement for a period of [Number] years.
• Option D: Permissible Disclosures
  • The receiving party may disclose Confidential Information if required to do so by law, provided that the receiving party gives the disclosing party prompt written notice of such requirement (to the extent permitted by law) and cooperates with the disclosing party in seeking a protective order or other appropriate remedy.
• Option E: Remedies for Breach
  • The parties agree that a breach of this confidentiality provision may cause irreparable harm to the disclosing party, and that the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

7. Intellectual Property Ownership

• Option A: Client Ownership
  • All deliverables, inventions, and other intellectual property created by the Service Provider in connection with the performance of the services under this Agreement shall be the sole and exclusive property of the Client.
• Option B: Provider Ownership
  • All deliverables, inventions, and other intellectual property created by the Service Provider in connection with the performance of the services under this Agreement shall be the sole and exclusive property of the Service Provider. The Client is granted a non-exclusive license to use such intellectual property for [Permitted Uses].
• Option C: License-Back Provision
  • If Client owns the intellectual property, the Service Provider shall retain a non-exclusive, royalty-free license to use the intellectual property for internal purposes.
• Option D: Pre-Existing IP
  • Each party shall retain ownership of its pre-existing intellectual property.

8. Non-Compete, Non-Solicitation, and Non-Disparagement

• Option A: Non-Compete
  • During the term of this Agreement and for a period of [Number] years following the termination of this Agreement, the Service Provider shall not, directly or indirectly, engage in any business that competes with the business of the Client within a radius of [Number] miles from [Location]. The parties acknowledge that this restriction is reasonable in geographic scope and duration, and is necessary to protect the legitimate business interests of the Client. (Ohio law generally enforces reasonable non-compete agreements.)
• Option B: Non-Solicitation
  • During the term of this Agreement and for a period of [Number] years following the termination of this Agreement, the Service Provider shall not solicit, hire, or attempt to solicit or hire any employee or contractor of the Client.
• Option C: Non-Disparagement
  • The parties agree not to disparage each other, or each other’s products, services, or business practices, at any time.
• Option D: Exclusion of Clause
  • This Section 8 is intentionally excluded from this Agreement.

9. Insurance and Indemnification

• Option A: Insurance Requirements
  • The Service Provider shall maintain the following insurance coverage:
    • General Liability: [Coverage Amount]
    • Professional Liability: [Coverage Amount]
    • Workers’ Compensation: As required by Ohio law.
    • Additional Insured: [Client Name] shall be named as an additional insured on the General Liability policy.
• Option B: Indemnification
  • Each party shall indemnify and hold harmless the other party from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with its negligence, breach of this Agreement, or willful misconduct.
• Option C: Notice of Claims
  • The parties shall provide prompt written notice to each other of any claims that may give rise to indemnification under this Agreement.
• Option D: Exclusion of detailed insurance provisions
  • This Section 9 is intentionally excluded from this Agreement.

10. Representations and Warranties

• Option A: Service Provider Qualifications
  • The Service Provider represents and warrants that it is qualified and competent to perform the services under this Agreement.
• Option B: Lawful Right to Enter Agreement
  • Each party represents and warrants that it has the lawful right to enter into this Agreement and to perform its obligations hereunder.
• Option C: Absence of Conflicts
  • Each party represents and warrants that its execution and performance of this Agreement will not conflict with or violate any other agreement to which it is a party.
• Option D: Compliance with Applicable Law
  • The Service Provider represents and warrants that it shall comply with all applicable laws and regulations in performing the services under this Agreement, including all applicable Ohio state regulatory or licensing requirements (e.g., [Example of Ohio State Regulatory or Licensing Requirement, if applicable]).
• Option E: Exclusion of Representations and Warranties.
  • This Section 10 is intentionally excluded from this Agreement.

11. Work Environment and Compliance with Law

• Option A: General Compliance
  • The Service Provider shall comply with all applicable federal and Ohio state laws, including but not limited to anti-discrimination laws, wage and hour laws, safety/OSHA requirements, and EEO requirements. (Ohio Revised Code §4112, Ohio's anti-discrimination law, applies).
• Option B: On-Site Activity
  • If the services involve on-site activity at the Client’s premises, the Service Provider shall ensure that its employees and contractors comply with the Client’s safety policies and procedures.
• Option C: Exclusion of this entire Section.
  • This Section 11 is intentionally excluded from this Agreement.

12. Client Obligations

• Option A: Provision of Information
  • The Client shall provide the Service Provider with all information and materials reasonably necessary for the Service Provider to perform the services under this Agreement.
• Option B: Approval Processes
  • The Client shall promptly review and approve any deliverables or other work products submitted by the Service Provider.
• Option C: Timely Feedback
  • The Client shall provide the Service Provider with timely feedback and guidance.
• Option D: Access to Premises/Equipment
  • The Client shall provide the Service Provider with access to its premises and equipment as reasonably necessary for the Service Provider to perform the services under this Agreement.
• Option E: Exclusion of Specifics.
  • Client obligations are intentionally excluded from this Agreement.

13. Subcontracting and Assignment

• Option A: Subcontracting Permitted
  • The Service Provider may subcontract a portion of the services under this Agreement, provided that the Service Provider remains responsible for the performance of its subcontractors.
• Option B: Subcontracting Requires Approval
  • The Service Provider may not subcontract any portion of the services under this Agreement without the prior written approval of the Client.
• Option C: Assignment Requires Approval
  • Neither party may assign this Agreement without the prior written consent of the other party.
• Option D: Exclusion of all these items.
  • Subcontracting and assignment are intentionally excluded from this Agreement.

14. Force Majeure

• Option A: Force Majeure Included
  • Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a force majeure event, such as acts of God, natural disasters, war, or government intervention.
• Option B: Force Majeure Excluded
  • This Section 14 is intentionally excluded from this Agreement.

15. Termination

• Option A: Termination for Cause
  • Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within [Number] days of written notice.
• Option B: Termination Without Cause
  • Either party may terminate this Agreement without cause upon [Number] days written notice to the other party.
• Option C: Termination on Completion
  • This Agreement shall automatically terminate upon completion of the services.
• Option D: Post-Termination Obligations
  • Upon termination of this Agreement, the Service Provider shall return or destroy all Confidential Information and deliverables in its possession.
    • Final Payment: The Client shall pay the Service Provider for all services performed through the date of termination.

16. Dispute Resolution

• Option A: Negotiation Period
  • The parties shall first attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.
• Option B: Mediation/Arbitration
  • If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation administered by [Mediation Organization, e.g., American Arbitration Association] in [City, Ohio]. If mediation is unsuccessful, the dispute shall be settled by binding arbitration administered by [Arbitration Organization, e.g., American Arbitration Association] in accordance with its rules.
• Option C: Litigation
  • Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the state and federal courts of Ohio, and each party irrevocably submits to the exclusive jurisdiction of such courts.
• Option D: Applicable Law
  • This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.
• Option E: Waiver of Jury Trial
  • Each party hereby waives its right to a jury trial in any action or proceeding arising out of or relating to this Agreement.

17. Miscellaneous

• Option A: Severability
  • If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
• Option B: Waiver
  • No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Option C: 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.
• Option D: Amendment
  • This Agreement may be amended only by a written instrument signed by both parties.
• Option E: Notice
  • All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, sent by certified mail, return receipt requested, or sent by overnight courier to the addresses set forth in the preamble to this Agreement.
• Option F: Prevailing Language
  • The English language version of this Agreement shall govern in the event of any inconsistency between the English version and any translation.

18. Ohio-Specific Requirements

• This Agreement shall comply with the relevant provisions of the Ohio Revised Code. [Pertinent Ohio Revised Code statutes depending on the specific industry of this agreement must be reviewed by an attorney. E.g., compliance with Ohio's anti-discrimination law (ORC §4112)]
• For consumer or home improvement service contracts, all applicable consumer protections or regulatory notices must be included (cancellation window, right to rescind, or special disclosures).
• This Agreement incorporates any required consumer protections or regulatory notices.
• This Agreement acknowledges Ohio’s strict home solicitation sales protections.
• If the Service Provider is an individual and not a business entity, the parties acknowledge potential employment misclassification warnings under Ohio law.
• The Service Provider shall comply with all applicable contractor licensing or registration requirements based on local (municipal or county) ordinances.

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

[Service Provider's Full Legal Name]

By: [Service Provider's Printed Name]

Title: [Service Provider's Title]

Signature: ____________________________

[Client's Full Legal Name]

By: [Client's Printed Name]

Title: [Client's Title]

Signature: ____________________________