South Carolina service contract template

South Carolina Service Contract

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

[Client Legal Name], whose principal place of business is located at [Client Address], hereinafter referred to as "Client,"

• Option A: The Client is an individual residing in South Carolina.
• Option B: The Client is a South Carolina corporation, with its state of incorporation being South Carolina.
• Option C: The Client is a limited liability company (LLC) formed in South Carolina.
• Option D: The Client is another type of legal entity, specify: [Client Legal Entity Type].

and

[Service Provider Legal Name], whose principal place of business is located at [Service Provider Address], hereinafter referred to as "Service Provider."

• Option A: The Service Provider is an individual residing in South Carolina.
• Option B: The Service Provider is a South Carolina corporation, with its state of incorporation being South Carolina.
• Option C: The Service Provider is a limited liability company (LLC) formed in South Carolina.
• Option D: The Service Provider is another type of legal entity, specify: [Service Provider Legal Entity Type].

1. Scope of Services

• The Service Provider agrees to provide the following services to the Client: [Detailed Description of Services]
  • Option A: Services will be provided on an hourly basis. The hourly rate is [Hourly Rate].
  • Option B: Services will be provided on a milestone-based schedule as outlined in Schedule A.
  • Option C: Services will be provided on a project basis for a total fixed fee of [Fixed Fee Amount].
  • Option D: The services include the following specifications and deliverables: [Detailed List of Specifications and Deliverables].
• Performance Standards/Key Performance Indicators (KPIs):
  • Option A: The Service Provider will adhere to the following KPIs: [List of KPIs].
  • Option B: Performance standards will be jointly reviewed and agreed upon.
  • Option C: No specific KPIs are defined for this agreement.
• Client Approval/Acceptance: The Client will approve/accept the deliverables in the following manner: [Describe Approval/Acceptance Process].
• Timelines/Schedules of Completion:
  • Option A: A detailed schedule is attached as Exhibit B.
  • Option B: Services will be completed within [Number] days from the effective date of this Agreement.
  • Option C: Services will be provided on an ongoing basis as needed by the Client.

2. Term and Termination

• This Agreement shall commence on [Effective Date] and shall continue:
  • Option A: For a fixed term of [Number] months, expiring on [Expiration Date].
  • Option B: On a month-to-month basis, terminable by either party with [Number] days written notice.
• Renewal:
  • Option A: This Agreement shall automatically renew for successive [Number] month terms unless either party provides written notice of non-renewal at least [Number] days prior to the end of the then-current term.
  • Option B: This Agreement may be renewed by mutual written agreement of the parties.
• Termination:
  • Option A: Either party may terminate this Agreement for cause if the other party breaches a material provision of this Agreement and fails to cure such breach within [Number] days after written notice of the breach.
  • Option B: The Client may terminate this Agreement for convenience with [Number] days written notice to the Service Provider. In such event, the Client shall pay the Service Provider for all services performed up to the date of termination.

3. Fees and Payment

• The Client shall pay the Service Provider as follows: [Detailed Description of Fee Structure].
  • Option A: Flat Rate of [Amount].
  • Option B: Time and Materials: [Hourly Rate or Daily Rate] plus reimbursement of reasonable expenses.
  • Option C: Retainer Fee of [Amount] per month, credited against services rendered.
  • Option D: Performance-Based Compensation: Payment based on achievement of specific milestones as outlined in Schedule A.
• Payment Method: [Payment Method, e.g., Check, Wire Transfer, ACH]
• Due Dates: Payment is due within [Number] days of invoice date.
• Invoicing Process: The Service Provider shall submit invoices to the Client at [Invoice Delivery Method/Frequency].
• Late Charges/Penalties:
  • Option A: Payments not received within [Number] days of the due date will be subject to a late fee of [Percentage]% per month.
  • Option B: No late charges will be assessed.
• Reimbursement of Expenses: The Client will reimburse the Service Provider for reasonable and necessary expenses incurred in the performance of the services, provided that such expenses are pre-approved by the Client in writing.

4. Tax Responsibilities

The Service Provider is solely responsible for the payment of all applicable federal, state, and local taxes, including self-employment taxes, arising out of payments made under this Agreement. The Service Provider acknowledges they are operating as an independent contractor and not an employee of the Client.

Withholding: The Client will not withhold any taxes from payments made to the Service Provider.

5. Changes in Services/Scope (Change Order Procedures)

Any changes to the scope of services must be agreed upon in writing by both parties in a Change Order.

• Option A: Change Orders must be signed by both the Client and the Service Provider to be valid.
• Option B: Change Orders will detail the revised scope of services, any adjustments to the fees, and any changes to the schedule.

6. Duties and Obligations

• Client Obligations: [Detailed List of Client's Duties and Obligations].
• Service Provider Obligations: [Detailed List of Service Provider's Duties and Obligations].
  • Compliance with Laws: The Service Provider shall comply with all applicable federal, state, and local laws and regulations in performing the services, including any required licensing or permits.
  • Confidentiality: The Service Provider shall maintain the confidentiality of all Client information.
    • Option A: Mutual Confidentiality.
    • Option B: Unilateral Confidentiality (Service Provider to Client).
  • Data Security:
    • Option A: The Service Provider will adhere to the following data security protocols: [List of Protocols].
    • Option B: Data protection terms as required by the [Applicable Regulation, e.g., HIPAA] are attached as Exhibit C.
    • Option C: Data protection terms are not required for this agreement.

7. Intellectual Property

• Ownership:
  • Option A: The Client shall own all right, title, and interest in and to any deliverables created by the Service Provider under this Agreement.
  • Option B: The Service Provider shall retain ownership of all background IP and inventions. The Client is granted a non-exclusive license to use the deliverables.
  • Option C: The Service Provider retains all rights, title, and interest in and to the deliverables.
• Licenses: [Describe Any Licenses Granted, e.g., Exclusive, Non-Exclusive]

8. Confidentiality

The Service Provider agrees to keep confidential all information relating to the Client's business.

• Option A: Mutual confidentiality.
• Option B: Only the Service Provider is bound by confidentiality.

Return/Destruction of Materials: Upon termination of this Agreement, the Service Provider shall return or destroy all confidential materials of the Client.

9. Non-Solicitation/Non-Competition/Non-Circumvention (Note: South Carolina law restricts non-compete agreements)

• Non-Solicitation:
  • Option A: The Service Provider agrees not to solicit the Client's employees for a period of [Number] years following the termination of this Agreement.
  • Option B: No non-solicitation clause is included in this agreement.
• Non-Competition:
  • Option A: The Service Provider agrees not to compete with the Client within [Geographic Area] for a period of [Number] years following the termination of this Agreement. [Specify Industry Limitation, if any]. Note: South Carolina courts narrowly construe non-compete agreements. Separate consideration may be required.
  • Option B: No non-competition clause is included in this agreement.
• Non-Circumvention:
  • Option A: The Service Provider agrees not to circumvent the Client's business relationships.
  • Option B: No non-circumvention clause is included in this agreement.

10. Indemnification

The Service Provider shall indemnify and hold harmless the Client from any and all claims arising out of the Service Provider's performance of this Agreement.

• Option A: Mutual Indemnification.
• Option B: Service Provider only indemnifies the client.

Limitations/Carve-Outs: [Describe Any Limitations or Carve-Outs to the Indemnification, e.g., Limits on Liability, Exclusions for Gross Negligence]

11. Insurance

The Service Provider shall maintain the following insurance coverage:

• Option A: General Liability Insurance with a minimum coverage of [Amount].
• Option B: Professional Liability Insurance (Errors and Omissions) with a minimum coverage of [Amount].
• Option C: Workers' Compensation Insurance, if required by South Carolina law.

Certificates of Insurance: The Service Provider shall provide the Client with certificates of insurance evidencing the required coverage.

Notice of Cancellation: The Service Provider shall notify the Client at least [Number] days prior to any cancellation or non-renewal of the insurance coverage.

12. Warranties and Service-Level Commitments

The Service Provider warrants that the services will be performed in a professional and workmanlike manner.

• Option A: The Service Provider provides the following Service Level Agreement (SLA): [Detailed SLA].
• Option B: No specific SLA is provided.

Exclusions/Disclaimers: [Describe Any Exclusions or Disclaimers to the Warranties]

Remedies for Breach: [Describe Remedies for Breach of Warranty or SLA, e.g., Refund, Re-Performance]

13. Limitation of Liability

In no event shall either party be liable for any consequential, incidental, indirect, special, or punitive damages arising out of or relating to this Agreement.

• Option A: The total liability of the Service Provider shall be limited to the amount paid by the Client under this Agreement.
• Option B: No limit is placed on liability for gross negligence or willful misconduct.

14. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• Initial Notice: The parties shall first attempt to resolve the dispute through good faith negotiation. Written notice of the dispute shall be provided to the other party.
• Escalation: If the dispute is not resolved through negotiation within [Number] days, the parties agree to escalate the dispute to [Designated Individual/Position] within each organization.
• Option A: Mediation: The parties shall submit the dispute to mediation in [City, State], in accordance with the rules of the American Arbitration Association.
• Option B: Binding Arbitration: Any unresolved dispute shall be submitted to binding arbitration in [City, State], in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding.
• Option C: Litigation: Either party may bring an action in the state or federal courts located in [County, South Carolina].

15. Compliance with Laws

The Service Provider shall comply with all applicable federal, South Carolina, and local laws and regulations.

• Licensing: The Service Provider shall maintain all required licenses and permits to perform the services.
• Equal Employment Opportunity: The Service Provider is an equal opportunity employer and does not discriminate on the basis of race, color, religion, sex, national origin, age, disability, or any other protected characteristic.
• Anti-Harassment: The Service Provider maintains a workplace free of harassment.
• Compliance with Americans with Disabilities Act (ADA): The Service Provider complies with the ADA.

16. Workers' Compensation

The Service Provider represents and warrants that they are an independent contractor and are not entitled to workers' compensation benefits from the Client.

• Option A: The Service Provider has Workers' Compensation insurance as required by South Carolina law.
• Option B: This clause is waived if Service Provider meets legal exception.

17. Health and Safety

If the services are performed on the Client's premises, the Service Provider shall comply with all applicable health and safety regulations.

• Notification of Hazards: The Service Provider shall immediately notify the Client of any workplace hazards.

18. Notice and Cure of Breach

If either party breaches this Agreement, the non-breaching party shall provide written notice of the breach to the breaching party. The breaching party shall have [Number] days to cure the breach.

• Notice Delivery Method: All notices shall be delivered by [Method, e.g., Certified Mail, Email] to the addresses listed above.

19. 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, natural disasters, pandemics, government orders, or war.

• Option A: The affected party shall provide prompt written notice to the other party of the force majeure event.
• Option B: Specific reporting requirements during a force majeure event are outlined in Exhibit D.

20. Assignment/Subcontracting

Neither party may assign this Agreement without the prior written consent of the other party.

• Option A: Subcontracting is permitted with prior written consent of the Client.
• Option B: Subcontracting is not permitted.

21. General Provisions

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Merger/Integration: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Amendments: Any amendment to 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 party against whom the waiver is sought to be enforced.
• Counterparts/Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

22. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina.

• Option A: Venue for any legal action arising out of or relating to this Agreement shall be in [County], South Carolina.
• Option B: Venue will be Charleston County, South Carolina.

23. South Carolina Consumer Protection Requirements (If Applicable)

If this Agreement involves home improvement or residential repair services, the Service Provider shall comply with all applicable South Carolina consumer protection laws, including disclosing cancellation rights and contractor registration/license numbers.

• Option A: Disclosure of cancellation rights is included as Exhibit E.
• Option B: Service provider registration/license number [License number].
• Option C: This clause is not applicable.

24. Required Disclosures

[List Any Required Disclosures Under State or Federal Law].

25. Exhibits

The following exhibits are attached to and incorporated into this Agreement:

• Exhibit A: Milestone Schedule
• Exhibit B: Project Timeline
• Exhibit C: Data Protection Terms
• Exhibit D: Force Majeure Reporting Requirements
• Exhibit E: Disclosure of Cancellation Rights (if applicable)

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

Client:

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

Date: [Date]

Service Provider:

By: [Service Provider Signature]

Name: [Service Provider Printed Name]

Title: [Service Provider Title]

Date: [Date]