Utah service contract template

Utah Service Contract

Date of Execution: [Date]

1. Parties:

Service Provider:

Full Legal Name: [Service Provider Full Legal Name]

Entity Type:

Option A: Individual

Option B: Corporation

Option C: LLC

Business/Legal Address: [Service Provider Business Address]

Contact Information: [Service Provider Contact Information]

Authority to Sign (If applicable): [Service Provider Authority to Sign]

Client:

Full Legal Name: [Client Full Legal Name]

Entity Type:

Option A: Individual

Option B: Corporation

Option C: LLC

Business/Legal Address: [Client Business Address]

Contact Information: [Client Contact Information]

Authority to Sign (If applicable): [Client Authority to Sign]

2. Scope of Services:

Service Description: [Detailed description of services to be provided]

Service Levels: [Define service level agreements (SLAs), response times, uptime, etc.]

Deliverables: [List specific deliverables to be provided]

Timelines: [Set deadlines for completion of services and delivery of deliverables]

Work Location:

Option A: Onsite at [Client Location]

Option B: Remote

Performance Metrics: [Define how service performance will be measured]

Reporting Requirements: [Specify frequency and content of reports]

Coordination Responsibilities: [Define responsibilities of each party for coordination]

Attachments:

Option A: Statement of Work (SOW) attached

Option B: Schedule attached

Option C: No attachments

3. Contract Duration:

Term:

Option A: Fixed-Term: From [Start Date] to [End Date]

Option B: Auto-Renewal: Initial term of [Duration], automatically renewing for [Renewal Duration] unless terminated per Section 12.

Notice Period for Renewal/Extension: [Number] days prior to renewal date.

Option C: Indefinite Term: Continuing until terminated as per Section 12.

Utah At-Will Disallowance: (Only include if an EMPLOYMENT relationship is intended, which should be reviewed by legal counsel.) [Text disallowing “at-will” employment status under Utah law] (This section is typically REMOVED for service contracts).

4. Compensation:

Service Fees:

Option A: Fixed Fee: [Amount]

Option B: Hourly Rate: [Amount] per hour

Option C: Milestone-Based: [Describe milestones and payment amounts]

Option D: Retainer: [Amount] per [Time Period]

Payment Schedule: [Specify payment frequency and timing]

Payment Method:

Option A: ACH Transfer

Option B: Check

Option C: Credit Card

Invoicing Requirements: [Specify invoice format and required information]

Late Payment Penalties: [Specify interest rate or late fee]

Expense Reimbursement: [Detail which expenses are reimbursable and the process]

Sales/Use Tax:

Option A: Client is responsible for all applicable Utah sales taxes.

Option B: Service Provider is responsible for remitting all applicable Utah sales taxes.

5. Change Order and Amendment Process:

Any changes to the scope of services or fees require a written change order or amendment signed by both parties.

The change order must describe the changes and the revised fees (if any).

6. Client Obligations:

Cooperation Requirements: [Detail client's responsibilities in assisting the service provider]

Access to Information/Premises: [Specify access requirements]

Provision of Equipment/Materials: [List any equipment or materials to be provided by the client]

Response Times: [Specify expected response times for client requests]

7. Service Provider Obligations:

Performance Standards: [Define performance standards for the services provided]

Use of Subcontractors:

Option A: Subcontracting allowed with prior written approval from the Client.

Option B: Subcontracting not allowed.

Selection and Approval Process: [Detail the process for selecting and approving subcontractors]

Background Checks:

Option A: Background checks required for all personnel involved in providing services.

Option B: Background checks not required.

Qualifications: [Specify any required qualifications, certifications, or licenses]

Insurance:

Option A: Service Provider must maintain the following insurance coverage: [List required insurance types and coverage amounts]

Option B: No specific insurance requirements.

8. Confidentiality and Non-Disclosure:

Obligations: Both parties agree to hold confidential all information received from the other party during the term of this contract and thereafter.

Protection of Client Data: [Detail measures to protect client data and proprietary information]

Type of Agreement:

Option A: Mutual Non-Disclosure Agreement (NDA) – Attached.

Option B: Unilateral NDA (Client Disclosing) – Attached.

Option C: No separate NDA attached; confidentiality provisions in this contract apply.

9. Ownership and Licensing of Work Product:

Intellectual Property:

Option A: All work product and deliverables are the sole property of the Client.

Option B: Service Provider retains ownership of work product, granting the Client a [Type of License] license to use the work product.

Option C: Service Provider retains all IP Rights.

Pre-Existing Materials: [Address ownership of pre-existing materials and third-party rights]

10. Non-Solicitation, Non-Compete, and Non-Circumvention (Review Carefully with Utah Counsel):

Non-Solicitation:

Option A: Included – Service Provider shall not solicit Client’s employees or customers for a period of [Duration, typically up to one year] following termination of this contract.

Option B: Not included.

Non-Compete:

Option A: Included – Service Provider shall not compete with the Client within [Geographic Area] for a period of [Duration, typically up to one year] following termination of this contract.

Option B: Not included. (Note: Utah law restricts enforceability of non-competes).

Non-Circumvention:

Option A: Included – Service Provider shall not circumvent the Client to directly contract with Client’s customers or vendors.

Option B: Not included.

11. Representations and Warranties:

Service Provider: Service Provider represents and warrants that it has the authority to enter into this contract, that it will perform the services in a professional and workmanlike manner, and that its services will comply with all applicable laws.

Client: Client represents and warrants that it has the authority to enter into this contract and that it will provide the Service Provider with all necessary information and access to perform the services.

Additional Warranties: [Specify any additional warranties, such as compliance with specific industry standards]

12. Indemnification:

Indemnification:

Option A: Mutual Indemnification – Each party shall indemnify and hold harmless the other party from any claims arising from its own negligence or breach of this contract.

Option B: Unilateral Indemnification (Service Provider) – Service Provider shall indemnify and hold harmless the Client from any claims arising from the Service Provider's negligence or breach of this contract.

Procedures for Notification and Defense: [Detail procedures for notifying the other party of a claim and for defending against the claim]

13. Limitation of Liability:

Limitation:

Option A: In no event shall either party be liable for consequential, incidental, indirect, special, or punitive damages.

Option B: The liability of either party shall be limited to the amount paid by the Client to the Service Provider under this contract.

Exclusions: [Specify any exclusions to the limitation of liability]

14. Insurance Requirements:

Coverage:

Option A: Service Provider shall maintain the following insurance coverage:

General Liability: [Coverage Amount]

Professional Liability: [Coverage Amount]

Workers' Compensation: As required by Utah law

Cyber Liability: [Coverage Amount]

Option B: No specific insurance requirements.

Proof of Insurance: Client has the right to request proof of insurance from the Service Provider.

15. Force Majeure and Excusable Delay:

Definition: Neither party shall be liable for any delay or failure to perform its obligations under this contract due to events beyond its reasonable control, including natural disasters, government actions, and pandemics.

Notification Procedures: The affected party must notify the other party of the force majeure event and its expected duration.

Right to Suspend or Terminate: Either party may suspend performance or terminate this contract if the force majeure event continues for more than [Number] days.

16. Termination:

Termination for Convenience: Either party may terminate this contract for convenience upon [Number] days written notice to the other party.

Termination for Cause: Either party may terminate this contract for cause upon breach of this contract by the other party, provided that the breaching party has [Number] days to cure the breach.

Termination Upon Breach with Cure Period: If either party breaches this Agreement, the non-breaching party may provide written notice to the breaching party, specifying the nature of the breach. The breaching party shall have [Number] days from the date of such notice to cure the breach. If the breach is not cured within the specified period, the non-breaching party shall have the right to terminate this Agreement immediately upon written notice to the breaching party.

Termination Upon Insolvency: Either party may terminate this Agreement immediately upon written notice to the other party if the other party becomes insolvent, enters bankruptcy or receivership, or makes an assignment for the benefit of creditors.

Early Termination Fees: [Specify any early termination fees or prorated payments]

Transition of Work: [Detail the process for transitioning work and returning property upon termination]

17. Dispute Resolution:

Methods:

Option A: Negotiation

Option B: Mediation

Option C: Arbitration with [Designated Arbitration Service]

Option D: Litigation

Governing Law: This contract shall be governed by and construed in accordance with the laws of the State of Utah.

Jurisdiction and Venue: Any legal action arising out of or relating to this contract shall be brought in the state or federal courts located in [Salt Lake County or another Utah County], Utah.

18. Miscellaneous:

Entire Agreement: This contract constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Waivers: No waiver of any provision of this contract shall be effective unless in writing and signed by the waiving party.

Severability: If any provision of this contract is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Assignment and Subcontracting: This contract may not be assigned or subcontracted by either party without the prior written consent of the other party.

Notices: All notices under this contract shall be in writing and shall be deemed to have been duly given when:

Delivered personally.

Sent by certified or registered mail, return receipt requested.

Sent by email with confirmation of receipt.

Counterparts and E-Signature: 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 shall be accepted as originals.

Headings: The headings in this contract are for convenience only and shall not affect the interpretation of the contract.

19. Data Protection and Privacy:

Compliance: Both parties shall comply with all applicable privacy laws, including any applicable Utah or federal laws.

Specific Waivers:

Option A: HIPAA waiver attached (if applicable).

Option B: GLBA waiver attached (if applicable).

Option C: No specific waivers attached.

20. Child Protection (If applicable):

Background Checks: Service Provider shall conduct background checks on all personnel who will have contact with minors.

Reporting Compliance: Service Provider shall comply with all Utah-specific reporting requirements for abuse.

21. Compliance:

Laws and Regulations: Service Provider shall comply with all applicable federal, state (Utah), and local laws, ordinances, and licensing/registration requirements.

Industry-Specific Regulations: [Specify any applicable industry-specific regulations, such as health care or financial regulations]

22. Equal Opportunity/Anti-Discrimination (Optional):

Non-Discrimination: Service Provider shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, disability, or veteran status, in compliance with Utah and federal statutes.

23. Records Retention and Audit Rights:

Records Retention: Service Provider shall maintain accurate records related to the services provided under this contract for a period of [Number] years.

Audit Rights: Client shall have the right to audit Service Provider’s records to verify compliance with this contract.

Return or Destruction of Information: Upon termination of this contract, Service Provider shall return or destroy all confidential and proprietary information of the Client.

24. Successors and Assigns:

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

25. No Third-Party Beneficiaries:

Nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

26. Licensing Requirements:

Business and Professional Licenses: Service Provider represents and warrants that it holds all required business licenses and professional licenses to perform the services under this contract.

Consequences of Failure to Hold Licenses: Failure to hold or maintain required licenses shall be a material breach of this contract.

27. Independent Contractor Status:

Relationship: The relationship between the parties is that of independent contractors. Nothing in this contract shall be construed to create an employment relationship, partnership, or joint venture.

No Benefits or Withholding: Service Provider is not entitled to any benefits provided by Client to its employees, and Client is not responsible for withholding taxes from payments to Service Provider.

Utah-Specific Notice (Utah Code §34-41-101): Service Provider acknowledges that it is an independent contractor and is responsible for its own taxes and insurance.

IRS Safe Harbor Language: [Optional IRS safe harbor language for independent contractor status]

28. Federal Contracts/Public Entity Work (If applicable):

Compliance: Service Provider shall comply with all applicable federal and state procurement statutes.

Minority- or Veteran-Owned Business Provisions: [Specify any applicable provisions for minority- or veteran-owned businesses]

Prevailing Wage Requirements: [Specify any applicable prevailing wage requirements]

29. Non-Exclusivity:

Non-Exclusivity: This contract is non-exclusive, and Client may use other vendors to provide similar services. Service Provider may serve other clients.

Exclusivity Clause [Insert specific wording for exclusivity if needed].

Signatures:

_______________________________

[Service Provider Full Legal Name]

By: _______________________________

[Name of Authorized Representative]

Title: [Title]

Date: _______________________________

_______________________________

[Client Full Legal Name]

By: _______________________________

[Name of Authorized Representative]

Title: [Title]

Date: _______________________________

Notary (Optional):

State of Utah )

County of [County Name])

On this [Day] day of [Month], [Year], personally appeared before me [Name of Service Provider Representative], proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

_______________________________

Notary Public

My Commission Expires: [Date]

Attestation (Optional):

Attested by: _______________________________

Name: [Attesting Witness Name]

Date: _______________________________