Texas service contract template

Texas Service Contract

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

• [Service Provider Full Legal Name], a [Service Provider Business Structure, e.g., Individual, Corporation, LLC], with its principal place of business at [Service Provider Full Address], telephone number [Service Provider Phone Number], and email address [Service Provider Email Address] (hereinafter referred to as “Service Provider”),
• and
• [Client Full Legal Name], a [Client Business Structure, e.g., Individual, Corporation, LLC], with its principal place of business at [Client Full Address], telephone number [Client Phone Number], and email address [Client Email Address] (hereinafter referred to as “Client”).

1. Scope of Services

• Description of Services: The Service Provider shall provide the following services to the Client: [Detailed Description of Services].
• Deliverables/Milestones:
  • Deliverable 1: [Description of Deliverable 1]. Deadline: [Date].
  • Deliverable 2: [Description of Deliverable 2]. Deadline: [Date].
• Service Standards/SLA: The Service Provider shall perform the services in a professional and workmanlike manner, consistent with industry standards.
• Service Type:
  • Option A: One-Time Service.
  • Option B: Ongoing Service.
  • Option C: Project-Based Service.
  • Option D: Retainer-Based Service.
• Service Location:
  • Option A: Remote.
  • Option B: On-Site at [Location].
  • Option C: Hybrid.

2. Term and Duration

• Option A: Fixed Term: This Agreement shall commence on [Start Date] and shall continue for a term of [Number] [Days/Months/Years], expiring on [End Date].
• Option B: Continuing Until Terminated: This Agreement shall commence on [Start Date] and shall continue until terminated as provided herein.
• Option C: Milestone-Based: This Agreement shall commence on [Start Date] and shall continue until the completion of the milestones outlined in Section 1.
• Option D: Automatic Renewal: This Agreement shall automatically renew for successive terms of [Number] [Days/Months/Years], unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
• Option E: Indefinite Duration: This agreement shall continue indefinitely until terminated as provided herein.

3. Termination

• Grounds for Termination:
  • For Cause: Either party may terminate this Agreement for cause upon [Number] days' written notice if the other party materially breaches this Agreement.
  • For Convenience: The Client may terminate this Agreement for convenience upon [Number] days' written notice to the Service Provider.
  • Upon Breach: Either party may terminate this agreement immediately upon written notice, if the other party is in material breach of this Agreement, which breach remains uncured for a period of [Number] days after written notice of such breach.
  • Insolvency: Either party may terminate this agreement immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or has a receiver appointed.
  • Force Majeure: Either party may terminate this Agreement as specified in Section 12 due to Force Majeure events.
• Responsibilities Upon Termination:
  • Completion of Work in Progress: Upon termination, the Service Provider shall complete all work in progress to the extent reasonably possible and as directed by the Client.
  • Return of Property: Upon termination, each party shall return to the other party all property belonging to the other party.
  • Final Payment Timelines: Client shall pay all outstanding invoices within [Number] days of the termination date.
• Early Termination Penalties/Fees:
  • Option A: None.
  • Option B: If the Client terminates for convenience, the Client shall pay the Service Provider a termination fee of [Dollar Amount].

4. Compensation

• Base Fee: The Client shall pay the Service Provider a base fee of [Dollar Amount].
• Hourly Rate: The Client shall pay the Service Provider an hourly rate of [Dollar Amount].
• Milestone Payments: The Client shall pay the Service Provider the following amounts upon completion of each milestone:
  • Milestone 1: [Dollar Amount].
  • Milestone 2: [Dollar Amount].
• Retainer Amount: The Client shall pay the Service Provider a retainer amount of [Dollar Amount] per [Month/Quarter/Year].
• Payment Schedule:
  • Option A: Upon Invoice.
  • Option B: NET 15.
  • Option C: NET 30.
• Payment Methods:
  • Option A: Wire Transfer.
  • Option B: Check.
  • Option C: Online Payment (e.g., PayPal).
• Late Payment Interest: Late payments shall accrue interest at a rate of [Percentage] per month, or the maximum rate permitted by Texas law, whichever is lower.
• Reimbursement of Expenses: The Client shall reimburse the Service Provider for reasonable and necessary expenses incurred in connection with the performance of the services, upon submission of documented receipts.
• Price Adjustments:
  • Option A: No price adjustments.
  • Option B: The base fee may be adjusted annually on [Date] based on the [Consumer Price Index/Other Index], but not exceeding [Percentage] per year.

5. Obligations and Responsibilities

• Client Cooperation: The Client shall cooperate with the Service Provider and provide the Service Provider with all necessary information and access to resources required to perform the services.
• Provision of Information: The Client shall provide accurate and complete information to the Service Provider in a timely manner.
• Approval Procedures: The Client shall approve all deliverables and milestones in writing within [Number] days of submission by the Service Provider.
• Third-Party Costs: The Client shall be responsible for all costs associated with third-party services or materials required for the performance of the services, unless otherwise agreed in writing.

6. Intellectual Property

• Work for Hire:
  • Option A: All work product created by the Service Provider under this Agreement shall be considered “work for hire” and shall be owned exclusively by the Client.
  • Option B: Work product shall not be considered “work for hire”.
• Assignment of IP: The Service Provider hereby assigns to the Client all right, title, and interest in and to all intellectual property created by the Service Provider under this Agreement.
• Licensing:
  • Option A: The Client grants the Service Provider a non-exclusive license to use the work product for the purpose of promoting the Service Provider’s services.
  • Option B: No license is granted.
• Use of Pre-Existing Materials: The Service Provider retains ownership of all pre-existing materials used in connection with the performance of the services.
• Retention/Reuse: The Service Provider may retain and reuse non-confidential work product for demonstration or training purposes.

7. Confidentiality

• Definition of Confidential Information: “Confidential Information” means any information disclosed by one party to the other party 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.
• Duty of Confidentiality: The Service Provider shall maintain the confidentiality of all Confidential Information of the Client.
• Exceptions: The duty of confidentiality shall not apply to information that is: (a) publicly available; (b) already known to the receiving party; (c) received from a third party without a duty of confidentiality; or (d) required to be disclosed by law.
• Duration of Obligation: The duty of confidentiality shall continue for a period of [Number] years following the termination of this Agreement.
• Non-Disclosure Agreement:
  • Option A: This section acts as a mutual Non-Disclosure Agreement.
  • Option B: No Non-Disclosure Agreement is included.

8. Data Security and Privacy

• Data Handling: The Service Provider shall implement and maintain reasonable security measures to protect the Client’s data from unauthorized access, use, or disclosure.
• Privacy Compliance: The Service Provider shall comply with all applicable privacy laws and regulations, including [List Applicable Laws, e.g., HIPAA, GLBA, CCPA].
• Sensitive Information: If the Service Provider handles personal, financial, or regulated data, the Service Provider shall adhere to the following data handling protocol: [Detailed Data Handling Protocol].
• Option A: (HIPAA): The Service Provider acknowledges that it is acting as a Business Associate of the Client, and agrees to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended. A Business Associate Agreement (BAA) is attached as Exhibit A and incorporated by reference.
• Option B: (GLBA): The Service Provider acknowledges that it will have access to the Client’s consumer financial information and agrees to comply with the requirements of the Gramm-Leach-Bliley Act (GLBA).

9. Non-Solicitation/Non-Compete (Consult with Texas Legal Counsel Before Including)

• Non-Solicitation:
  • Option A: During the term of this Agreement and for a period of [Number] months following termination, the Service Provider shall not solicit, directly or indirectly, any employees or customers of the Client.
  • Option B: No non-solicitation agreement is included.
• Non-Compete:
  • Option A: During the term of this Agreement and for a period of [Number] months following termination, within a radius of [Number] miles from [Location], the Service Provider shall not engage in any business that is competitive with the business of the Client. Note: Texas law requires such clauses to be reasonable in scope and duration.
  • Option B: No non-compete agreement is included.

10. Indemnification and Limitation of Liability

• Indemnification:
  • Option A: The Service Provider shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to the Service Provider’s negligence or willful misconduct in connection with the performance of the services.
  • Option B: The Client shall indemnify and hold harmless the Service Provider from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to the Client's negligence or willful misconduct.
  • Option C: Mutual Indemnity. Each party shall indemnify and hold harmless the other party from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to its own negligence or willful misconduct.
• Limitation of Liability: The Service Provider’s liability under this Agreement shall be limited to the amount of fees paid by the Client to the Service Provider under this Agreement. In no event shall either party be liable for any indirect, incidental, consequential, or punitive damages.
• Defense of Third-Party Claims: The indemnifying party shall have the right to control the defense of any third-party claim subject to indemnification.

11. Representations and Warranties

• Authority: Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder.
• Legal Compliance: Each party represents and warrants that it shall comply with all applicable laws and regulations in connection with the performance of this Agreement.
• Qualifications: The Service Provider represents and warrants that it has the necessary qualifications, skills, and experience to perform the services.
• Service-Specific Warranty:
  • Option A: The Service Provider warrants that the services will be performed in a professional and workmanlike manner.
  • Option B: No specific service warranty is included.
• Disclaimer of Implied Warranties: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12. Insurance

• Required Coverage: The Service Provider shall maintain the following insurance coverage:
  • General Liability: [Dollar Amount] per occurrence.
  • Professional Liability: [Dollar Amount] per claim.
  • Worker’s Compensation: As required by Texas law if employing others.
• Proof of Insurance: The Service Provider shall provide the Client with proof of insurance upon request.
• Notification of Changes: The Service Provider shall notify the Client in writing of any changes in insurance coverage.

13. Dispute Resolution

• Negotiation: The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiations.
• Mediation: If the parties are unable to resolve the dispute through negotiation, they shall attempt to resolve the dispute through mediation.
• Arbitration:
  • Option A: 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 B: No arbitration clause is included.
• Court Litigation: If the parties are unable to resolve the dispute through negotiation, mediation, or arbitration, the dispute shall be resolved in the state or federal courts located in [County Name] County, Texas.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.
• Venue: The venue for any legal proceedings shall be [County Name] County, Texas.

14. Force Majeure

• Definition: “Force Majeure” means any event beyond a party’s reasonable control, including, without limitation, acts of God, war, strikes, lockouts, fire, flood, earthquake, or other natural disaster.
• Effect: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a Force Majeure event.
• Notification: The affected party shall notify the other party in writing of the Force Majeure event and its expected duration.
• Resumption of Performance: Upon the cessation of the Force Majeure event, the affected party shall resume performance of its obligations under this Agreement.

15. Amendment, Waiver, and Assignment

• Amendment: This Agreement may be amended only by a written instrument 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.
• Assignment:
  • Option A: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
  • Option B: Either party may assign this agreement to an affiliated entity without the prior written consent of the other party.

16. 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.
• Integration (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.
• Notice Procedures: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by email, to the addresses set forth in the preamble of this Agreement.
• Signature Requirements: 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 Execution: This Agreement may be executed electronically and delivered by electronic means.

17. Compliance with Laws

• Compliance: Each party shall comply with all applicable laws, regulations, and licensing requirements in connection with the performance of this Agreement, including all applicable Texas laws and regulations.
• Texas Disclosures: [Include any required Texas disclosures for residential service contracts, if applicable]
• Texas Deceptive Trade Practices Act: No provision of this agreement waives the Client’s rights under the Texas Deceptive Trade Practices Act unless such waiver is made in compliance with the Act.
• Texas Anti-Indemnity Act: Notice: For construction or energy contracts, the provisions of Chapter 151 of the Texas Insurance Code (the Texas Anti-Indemnity Statute) may apply and may render certain indemnity provisions unenforceable.
• Usury and Public Policy: All obligations under this agreement are subject to the limitations of Texas law on usury and public policy.

18. Texas-Specific Considerations (Residential Service Contracts - If Applicable)

• Texas Department of Licensing and Regulation (TDLR) Compliance: [Include compliance language if residential service contracts are involved].
• Texas-Required Disclosures: [Include any state-required disclosures].
• Cancellation Rights: [Include any specific Texas cancellation rights].
• Third-Party Administrator Requirements: [Include details on third-party administrator requirements if applicable].

19. Workforce Classification

• Independent Contractor Status: The Service Provider is an independent contractor and is not an employee of the Client. The Service Provider shall be solely responsible for all self-employment taxes and other business taxes. The parties intend to create an independent contractor relationship as defined by the Texas Workforce Commission.
• Tax Responsibility: Service provider is responsible for the payment of their own self-employment tax and all other applicable federal, state and local taxes in accordance with the provisions set forth by the State of Texas and/or United States Federal Law.

20. Industry-Specific Terms

• [Add industry-specific terms based on the type of service, e.g., software, consulting, construction, maintenance.]
• Option A: Software Development: [Include software specific terms related to deliverables, acceptance testing and warranty periods]
• Option B: Consulting Services: [Include consulting specific terms related to scope and confidentiality, ethical guidelines and standards of conduct]
• Option C: Construction Services: [Include construction specific terms related to permitting, building codes, and materials]

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

[Service Provider Full Legal Name]

By: [Service Provider Signature] Name: [Service Provider Printed Name] Title: [Service Provider Title]

[Client Full Legal Name]

By: [Client Signature] Name: [Client Printed Name] Title: [Client Title]