Pennsylvania service contract template

Pennsylvania Service Contract

This Pennsylvania Service Contract (the "Agreement") is made and entered into as of [Date of Execution, e.g., January 1, 2024] by and between:

• [Service Provider Legal Name, e.g., ABC Services LLC], a [Legal Status of Service Provider, e.g., Pennsylvania Limited Liability Company], with its principal place of business at [Service Provider Address, e.g., 123 Main Street, Anytown, PA 19000] (hereinafter referred to as "Service Provider"), and
  
  • If applicable: represented by [Authorized Representative Name, e.g., John Doe], its [Authorized Representative Title, e.g., Manager].
• [Client Legal Name, e.g., XYZ Corp], a [Legal Status of Client, e.g., Pennsylvania Corporation], with its principal place of business at [Client Address, e.g., 456 Oak Avenue, Anytown, PA 19000] (hereinafter referred to as "Client"), and
  
  • If applicable: represented by [Authorized Representative Name, e.g., Jane Smith], its [Authorized Representative Title, e.g., CEO].

1. Scope of Services

• The Service Provider shall provide the following services to the Client: [Detailed Description of Services, e.g., Website design, development, and maintenance services].
  • Option A: Detailed list of specific tasks:
    • [Task 1, e.g., Design mockups]
    • [Task 2, e.g., Front-end development]
    • [Task 3, e.g., Back-end development]
  • Option B: General description of services with performance standards:
    • The services will be performed to industry standards.
    • The services will meet the specifications outlined in [Reference Document, e.g., Exhibit A].

2. Location of Services

• The services shall be performed at: [Location of Services, e.g., Service Provider's office].
  • Option A: In-person at [Client Address, e.g., 456 Oak Avenue, Anytown, PA 19000].
  • Option B: Remotely.
  • Option C: Hybrid - both in-person and remotely, as needed.

3. Term and Termination

• This Agreement shall commence on [Start Date, e.g., January 1, 2024] and shall continue for a term of [Duration, e.g., 12 months].
  • Option A: Fixed-term contract.
  • Option B: Project-based, completion of [Project Name, e.g., Website Redesign].
  • Option C: Ongoing, until terminated as provided herein.
  • Option D: Renewable
    • Option D1: Automatically renews for successive [Renewal Period, e.g., 12-month] terms unless either party provides written notice of termination at least [Notice Period, e.g., 30 days] prior to the end of the then-current term.
    • Option D2: May be renewed by written agreement of both parties.

4. Compensation and Payment Terms

• In consideration for the services provided, the Client shall pay the Service Provider as follows: [Payment Amount/Rate, e.g., $50 per hour].
  • Option A: Hourly rate of [Hourly Rate, e.g., $50] per hour.
  • Option B: Per milestone, according to the following schedule: [Milestone Schedule, e.g., $1000 upon completion of design, $2000 upon completion of development].
  • Option C: Lump sum payment of [Lump Sum Amount, e.g., $10,000].
  • Option D: Recurring monthly payment of [Recurring Payment, e.g., $500].
• Invoicing Procedures:
  • The Service Provider shall submit invoices to the Client [Invoicing Frequency, e.g., monthly].
• Reimbursement for Expenses:
  • The Client shall reimburse the Service Provider for reasonable and necessary expenses incurred in connection with the services, subject to prior written approval.
• Payment Methods:
  • Payments shall be made via [Payment Method, e.g., check, wire transfer, ACH].
• Late Payment Penalties:
  • Late payments shall be subject to a late payment fee of [Late Payment Fee, e.g., 1.5%] per month.
• Taxes:
  • [ ] All amounts stated in this agreement are exclusive of applicable taxes. The client is responsible for any applicable taxes.
  • [ ] The service provider is responsible for all applicable taxes.

5. Roles, Obligations, and Responsibilities

• The Service Provider is an independent contractor and not an employee of the Client.
  • The Service Provider shall have the sole discretion to determine the method, details, and means of performing the services.
• Reporting Requirements:
  • The Service Provider shall provide the Client with [Reporting Frequency, e.g., weekly] progress reports.
• Points of Contact:
  • The Client's point of contact is [Client Point of Contact, e.g., Jane Smith].
  • The Service Provider's point of contact is [Service Provider Point of Contact, e.g., John Doe].
• Obligation to Cooperate:
  • Both parties shall cooperate in good faith to facilitate the successful completion of the services.
• Provision of Materials or Equipment:
  • The Client shall provide the Service Provider with [Materials/Equipment, e.g., access to the Client's website].
• Changes in Scope:
  • Any changes to the scope of services must be agreed upon in writing by both parties.

6. Intellectual Property

• Ownership:
  • Option A: All intellectual property rights in any work product created by the Service Provider shall vest in the Client.
  • Option B: The Service Provider retains ownership of all pre-existing intellectual property. Any new intellectual property will be jointly owned.
• Usage Rights:
  • The Client shall have the right to use the work product for [Permitted Uses, e.g., internal business purposes].
• Licensing:
  • [ ] The Service Provider grants the Client a [License Type, e.g., perpetual, non-exclusive] license to use the Service Provider's intellectual property.
  • [ ] No license is granted.

7. Confidentiality and Non-Disclosure

• Confidential Information:
  • "Confidential Information" shall mean any information disclosed by one party to the other that is marked as confidential or would reasonably be understood to be confidential.
• Obligations for Protection:
  • Both parties shall protect the other party's Confidential Information from unauthorized disclosure.
• Term of Confidentiality:
  • This confidentiality obligation shall survive termination of this Agreement for a period of [Confidentiality Period, e.g., 5 years].
• Permitted Disclosures:
  • Disclosures required by law are permitted, provided the disclosing party provides prompt notice to the other party.

8. Data Protection and Privacy

• If personal information will be handled, the Service Provider shall comply with all applicable data protection laws, including [Applicable Laws, e.g., HIPAA, GDPR, CCPA].
  • Option A: Specific data security requirements:
    • The Service Provider shall implement the following security measures: [Security Measures, e.g., encryption, access controls].

9. Non-Compete, Non-Solicitation, and Non-Circumvention

• Option A: Non-Compete (Consider enforceability under Pennsylvania law):
  • During the term of this Agreement and for a period of [Non-Compete Period, e.g., 1 year] after termination, the Service Provider shall not engage in any business that competes with the Client within [Geographic Scope, e.g., Pennsylvania].
• Option B: Non-Solicitation:
  • During the term of this Agreement and for a period of [Non-Solicitation Period, e.g., 1 year] after termination, the Service Provider shall not solicit the Client's employees or customers.
• Option C: Non-Circumvention:
  • The Service provider agrees not to circumvent the business interests of the client.

10. Termination

• Grounds for Termination:
  • Either party may terminate this Agreement for cause upon written notice if the other party breaches this Agreement.
  • The Client may terminate this Agreement for convenience upon [Notice Period, e.g., 30 days] written notice.
• Notice Periods:
  • All notices of termination must be in writing and delivered by certified mail or email.
• Termination Fees:
  • [ ] If Client terminates for convenience, a termination fee of [Termination Fee, e.g., $1000] is owed.
• Obligations Upon Termination:
  • Upon termination, the Service Provider shall return all Confidential Information and work product to the Client.
  • The Client shall pay the Service Provider for all services performed up to the date of termination.

11. Warranties and Representations

• [ ] The Service Provider warrants that the services will be performed in a professional and workmanlike manner.
• [ ] The Service Provider warrants that the services will comply with all applicable laws and regulations.
• [ ] The Service Provider warrants that the services will not infringe upon the intellectual property rights of any third party.
• [ ] THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

12. Limitation of Liability and Indemnification

• Limitation of Liability:
  • [ ] IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES.
  • [ ] The client's liability is capped at the total cost of the contract.
• Indemnification:
  • [ ] The Service Provider shall indemnify and hold harmless the Client from any claims arising out of the Service Provider's negligence or willful misconduct.
  • [ ] The client shall indemnify and hold harmless the Service Provider from any claims arising out of the client's negligence or willful misconduct.
  • [ ] Indemnification obligations will be mutual.

13. Dispute Resolution

• Governing Law:
  • This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles.
• Jurisdiction:
  • Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [Jurisdiction, e.g., Philadelphia County, Pennsylvania].
• Dispute Resolution Procedures:
  • 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.
  • Option C: Arbitration:
    • Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
  • Option D: Litigation:
    • If other dispute resolution methods fail, either party may bring an action in court.

14. Insurance

• [ ] The Service Provider shall maintain the following insurance coverage:
  • General Liability Insurance: [Coverage Amount, e.g., $1,000,000].
  • Professional Liability Insurance: [Coverage Amount, e.g., $1,000,000].
  • Workers' Compensation Insurance: as required by Pennsylvania law.
• The Service Provider shall provide the Client with a certificate of insurance evidencing such coverage.

15. Force Majeure

• Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, fire, floods, epidemics, or strikes.
  • Option A: Notice Requirement: The affected party shall provide prompt notice to the other party of the force majeure event.
  • Option B: Mitigation: The affected party shall use reasonable efforts to mitigate the effects of the force majeure event.

16. Assignment and Subcontracting

• [ ] Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party.
• [ ] The Service Provider may subcontract certain services to qualified subcontractors.

17. Boilerplate Clauses

• 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.
• Amendments and Waiver: No amendment to or waiver of any provision of this Agreement shall be effective unless in writing and 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.
• Headings: The headings in this Agreement are for convenience only and shall not affect its interpretation.
• Counterparts: 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: This Agreement may be executed electronically and delivered via email.

18. Compliance with Laws

• Both parties shall comply with all applicable federal, state (including Pennsylvania), and local laws, ordinances, and regulations in performing their obligations under this Agreement. This includes but is not limited to Pennsylvania's tax withholding and reporting obligations for independent contractors. If construction or similar services are involved, the parties will adhere to the notice requirements under the Pennsylvania Contractor and Subcontractor Payment Act. If services are provided to individuals, then parties will provide consumer protection disclosures.

19. Pennsylvania-Specific Considerations

• The parties acknowledge Pennsylvania's strong public policy favoring freedom of contract.
• [ ] The parties agree to comply with Pennsylvania's prompt payment rules if relevant to the services.
• [ ] Where service relates to work on real property, the parties will provide for required mechanics' lien notices.
• [ ] The service provider will obtain a background check on its employees.

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: [Authorized Representative Title]

[Client Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]