South Dakota service contract template

South Dakota Service Contract

• Contract Name: [Contract Name]
• Effective Date: [Date]

• Service Provider:
  • Legal Name: [Service Provider Legal Name]
  • Business Address: [Service Provider Business Address]
  • Contact Person: [Service Provider Contact Person]
  • Contact Information: [Service Provider Contact Information (Phone, Email)]

• Client:
  • Legal Name: [Client Legal Name]
  • Business Address: [Client Business Address]
  • Contact Person: [Client Contact Person]
  • Contact Information: [Client Contact Information (Phone, Email)]

• Scope of Services:
  • Description of Services: [Detailed Description of Services]
  • Deliverables: [List of Deliverables]
  • Milestones: [List of Milestones]
  • Deadlines: [List of Deadlines]
  • Service Level Expectations: [Specific Service Level Expectations]
  • Options:
    • Performance Standards: [Detailed Performance Standards, if any]
    • Reporting Requirements: [Detailed Reporting Requirements, if any]
    • Customer Support Expectations: [Detailed Customer Support Expectations, if any]

• Term and Duration:
  • Option A: Fixed Period: Start Date: [Start Date], End Date: [End Date]
  • Option B: Until Completion of Specified Tasks: [Description of Tasks]
  • Option C: Ongoing, subject to termination provisions below.
  • Options:
    • Renewal: [Renewal Clause, if applicable. E.g., Automatic Renewal, Option to Renew]
    • Extension: [Extension Options, if applicable. E.g., Option to extend for [Number] months.]
    • Early Termination Rights: [Early Termination Rights and Penalties (if any)]

• Payment Terms:
  • Compensation Amount: [Total Compensation Amount]
  • Option A: Lump Sum: [Lump Sum Amount]
  • Option B: Installment: [Installment Schedule and Amounts]
  • Option C: Milestone-Based: [Milestones and Payment Amounts]
  • Option D: Hourly Rate: [Hourly Rate]
  • Payment Method: [Preferred Payment Method (e.g., Check, Electronic Transfer)]
  • Invoicing Procedures: [Invoice Submission Details and Frequency]
  • Late Payment Interest: [Late Payment Interest Rate (if applicable)]
  • Expenses/Reimbursements: [Expense Reimbursement Policy (if applicable)]
  • Options:
    • Taxes: Responsibility for payment of sales taxes [Service Provider / Client]
    • Deductions: [Specify any applicable deductions.]

• Duties and Obligations:
  • Service Provider Obligations: [Detailed List of Service Provider Obligations]
  • Client Obligations: [Detailed List of Client Obligations]
  • Cooperation Requirements: [Specific Cooperation Requirements from Client]
  • Timeframes for Client Feedback/Approvals: [Specific Timeframes for Client Feedback/Approvals]
  • Options:
    • Subcontracting: [Permitted Subcontracting (Yes/No) and any Conditions]
    • Assignment: [Permitted Assignment (Yes/No) and any Conditions]
    • Exclusivity: [Exclusivity Provision (Yes/No) and Scope (if applicable)]
    • Non-Exclusivity: [Confirming Non-Exclusivity]

• Amendment and Modification:
  • Option A: Written Consent Required: Any amendments or modifications to this contract must be in writing and signed by both parties.
  • Option B: Unilateral Changes Permitted: [Specify Circumstances for Unilateral Changes and Notice Requirements]

• Confidentiality and Non-Disclosure:
  • Covered Information: [Definition of Confidential Information]
  • Duration: [Duration of Confidentiality Obligation (During and After Contract Term)]
  • Permitted Disclosures: [List of Permitted Disclosures (if any)]
  • Remedies for Breach: [Remedies for Breach of Confidentiality]
  • Options:
    • Data Privacy/Compliance (e.g., HIPAA): [Specific Data Privacy and Compliance Requirements (if applicable)]

• Intellectual Property Ownership:
  • Option A: Client Ownership: All work product, inventions, and deliverables created under this contract shall be owned by the Client.
  • Option B: Service Provider Ownership: All work product, inventions, and deliverables created under this contract shall be owned by the Service Provider.
  • Options:
    • Licensing: [Specific Licensing Terms (if applicable)]
    • Assignment: [Assignment of Intellectual Property Rights (if applicable)]
    • Residual Rights: [Retention of Residual Rights (if applicable)]
    • Pre-Existing Materials: [Handling of Pre-Existing Materials]

• Limitation of Liability:
  • Extent of Responsibility: [Definition of Extent of Responsibility for Damages]
  • Liability Cap: [Maximum Liability Amount]
  • Exclusions: [Exclusions of Liability (e.g., Consequential or Incidental Damages)]
  • Insurance Requirements: [Required Insurance Coverage and Limits]
  • Options:
    • Indemnification: [Detailed Indemnification Obligations]

• Indemnification:
  • Indemnifying Party: [Party Responsible for Indemnification]
  • Scope of Indemnification: [Description of Losses Covered by Indemnification]
  • Exclusions/Limitations: [Exclusions or Limitations on Indemnification]

• Representations and Warranties:
  • Authority to Enter Contract: Both parties represent and warrant that they have the authority to enter into this contract.
  • Power to Perform: Both parties represent and warrant that they have the power to perform their obligations under this contract.
  • Competent Performance: The Service Provider warrants that all services will be performed competently.
  • Options:
    • Compliance with Laws: [Warranty of Compliance with Applicable Federal, State (South Dakota), and Local Laws]

Non-Compete, Non-Solicitation, and Non-Circumvention (Optional - Review South Dakota Law):

• Duration: [Duration of Non-Compete/Non-Solicitation/Non-Circumvention Agreement]
• Geographical Scope: [Geographical Scope of Non-Compete/Non-Solicitation/Non-Circumvention Agreement]
• Enforceability: Acknowledgment that the enforceability of this provision is subject to South Dakota law.
• Options:
  • Client Inclusion/Exclusion: [Option for Client to Include or Exclude this Section]

• Termination:
  • Grounds for Termination: [List of Grounds for Termination (e.g., Breach, Insolvency, Non-Performance, Mutual Agreement, For Convenience)]
  • Notice Period: [Required Notice Period for Termination]
  • Post-Termination Obligations: [Description of Post-Termination Obligations]
  • Payment for Work Performed: [Payment for Work Performed Up to Termination Date]
  • Options:
    • Transition Support: [Requirements for Transition Support Post-Termination (if any)]
    • Return of Materials: [Requirements for Return of Materials Post-Termination]

• Dispute Resolution:
  • Governing Law: This contract shall be governed by and construed in accordance with the laws of the State of South Dakota.
  • Choice of Venue: [Preferred Venue for Dispute Resolution (e.g., County in South Dakota)]
  • Option A: Negotiation: The parties agree to first attempt to resolve any disputes through good faith negotiation.
  • Option B: Mediation: The parties agree to attempt to resolve any disputes through mediation, with a mutually agreed-upon mediator.
  • Option C: Binding Arbitration: Any disputes arising under this agreement shall be settled by binding arbitration in accordance with the rules of [Arbitration Organization].
  • Option D: Court Action: Any legal action or proceeding relating to this contract shall be brought in the state or federal courts located in [County, South Dakota].

• Force Majeure and Excusable Delay:
  • Definition: Neither party shall be liable for any failure to perform its obligations under this contract if such failure is caused by a force majeure event.
  • Examples of Force Majeure Events: [List of Force Majeure Events (e.g., Natural Disasters, Government Orders, Epidemics)]
  • Relief: The affected party shall be excused from performance during the period of the force majeure event.
  • Notification: The affected party shall promptly notify the other party of the force majeure event.

• General Provisions:
  • Severability: If any provision of this contract is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
  • Waiver: No waiver of any provision of this contract shall be effective unless in writing and signed by the waiving party.
  • Entire Agreement: This contract 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.
  • Notice: All notices under this contract shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by certified mail, return receipt requested, or (c) sent by reputable overnight courier service, to the addresses set forth above.
  • Counterparts: This contract 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 have the same force and effect as original signatures.
  • Assignment: This contract [may/may not] be assigned by either party without the prior written consent of the other party.
  • Survivability: The provisions regarding [List of Provisions] shall survive the termination of this contract.
  • Options:
    • [Include or exclude other general clauses as appropriate.]

South Dakota Specific Clauses (Consult with Legal Counsel):

• Anti-Indemnity (Construction): (For Construction-Related Services) Compliance with South Dakota's anti-indemnity statutes. [Specify if applicable.]
• Notice Requirements: Adherence to any notice requirements unique to South Dakota law. [Specify if applicable.]
• Non-Compete Enforceability: Acknowledgment that non-compete agreements are subject to limitations under South Dakota law. [Specify if applicable.]
• Licensing/Registration/Bonding: Confirmation of required licensing, registration, or bonding for the services provided under South Dakota law. [Specify if applicable.]
• Sales Tax:
  • Responsibility for filing and remitting sales/use taxes: [Service Provider / Client]

Equal Opportunity and Workforce Safety:

Federal and South Dakota-specific anti-discrimination, equal employment opportunity, and workforce safety requirements. [Include/Exclude based on workforce size and service context.]

Signatures:

____________________________
[Service Provider Name]
By: ____________________________
Name: [Service Provider Representative Name]
Title: [Service Provider Representative Title]
Date: [Date]

____________________________
[Client Name]
By: ____________________________
Name: [Client Representative Name]
Title: [Client Representative Title]
Date: [Date]