Vermont service contract template

Vermont Service Contract

This Service Contract is made and entered into as of this [Date], by and between:

• [Service Provider Legal Name], a [State] [Entity Type, e.g., Corporation, LLC], with a principal place of business at [Service Provider Address], and business registration number (if applicable) [Business Registration Number], hereinafter referred to as "Service Provider,"

and

• [Client Legal Name], a [State] [Entity Type, e.g., Corporation, Individual], with a principal place of business/residence at [Client Address], and business registration number (if applicable) [Business Registration Number], hereinafter referred to as "Client."

1. Scope of Services

• The Service Provider agrees to provide the following services to the Client: [Detailed Description of Services]
• Deliverables:
  • The Service Provider shall deliver the following deliverables: [List of Deliverables]
• Milestones:
  • The Service Provider shall achieve the following milestones: [List of Milestones with Dates]
• Performance Standards:
  • The Service Provider shall perform the services in a professional and workmanlike manner, consistent with industry standards.
• Type of Service:
  • Option A: Ongoing service
  • Option B: Project-based service
  • Option C: Recurring service

2. Service Location and Methods

• The services shall be performed at the following location(s): [Specific Location(s) or General Description]
• Methods:
  • Option A: On-site at Client's location
  • Option B: Remotely
  • Option C: Hybrid (combination of on-site and remote)

3. Term and Termination

• 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].
  • Renewal: This Agreement may be renewed for an additional term upon mutual written agreement of the parties.
• Option B: Indefinite Term
  • This Agreement shall commence on [Start Date] and shall continue until terminated as provided herein.
  • Either party may terminate this Agreement at any time, with or without cause, upon [Number] days written notice to the other party.
• Option C: Project-Based
  • This Agreement shall commence on [Start Date] and shall continue until the completion of the services described in Section 1.
  • Completion shall be defined as [Specific Definition of Completion].

4. Compensation

• Option A: Flat Fee
  • The Client shall pay the Service Provider a flat fee of [Dollar Amount] for the services described in Section 1.
• Option B: Hourly Rate
  • The Client shall pay the Service Provider an hourly rate of [Dollar Amount] for the services described in Section 1.
• Option C: Retainer
  • The Client shall pay the Service Provider a retainer fee of [Dollar Amount] per [Month/Quarter/Year].
• Option D: Milestone Payments
  • The Client shall pay the Service Provider according to the following milestone schedule: [Milestone and Payment Amount]
• Billing Cycle:
  • The Service Provider shall invoice the Client [Frequency, e.g., monthly, upon completion of milestones].
• Reimbursement of Expenses:
  • Option A: The Client shall reimburse the Service Provider for all reasonable and necessary expenses incurred in connection with the performance of the services.
  • Option B: The Client shall not reimburse the Service Provider for any expenses.
  • Covered Expenses: [List of covered expenses, if applicable]
• Late Payment Penalty:
  • Option A: Payments not received within [Number] days of the invoice date shall be subject to a late payment penalty of [Percentage]% per month.
  • Option B: No late payment penalty shall apply.
• Invoicing Procedures:
  • Invoices shall be submitted to [Client Contact Person] at [Client Email Address or Mailing Address].

5. Payment Methods

• The Client shall pay the Service Provider via:
  • Option A: Check payable to [Payee Name]
  • Option B: ACH transfer to the following account: [Account Name], [Routing Number], [Account Number]
  • Option C: Credit card
  • Option D: Digital transfer (e.g., PayPal, Venmo) to [Account Information]

6. Taxes

• Option A: Sales or use tax, if applicable, shall be the responsibility of the Client.
• Option B: Service Provider is responsible for all applicable taxes.
• Note: Vermont sales tax may apply to certain services. Consult with a tax professional to determine applicability.

7. Responsibilities and Obligations

• Service Provider Responsibilities: [List of Service Provider Responsibilities]
• Client Responsibilities: [List of Client Responsibilities]
  • Option A: The Client shall provide the Service Provider with access to [Specific Resources, Information, or Access].
  • Option B: The Client shall cooperate with the Service Provider in a timely and efficient manner.

8. Work Product and Intellectual Property

• Option A: All work product created by the Service Provider under this Agreement shall be owned by the Client.
• Option B: The Service Provider shall retain ownership of all work product created under this Agreement, but grants the Client a [Type of License, e.g., perpetual, non-exclusive] license to use the work product.
• Pre-Existing IP: Each party shall retain ownership of its pre-existing intellectual property.
• Third-Party IP: The Service Provider warrants that the work product will not infringe upon the intellectual property rights of any third party.
• Open-Source: [Terms related to Open-Source licensing, if applicable]

9. Confidentiality

• Definition of Confidential Information: [Detailed Definition of Confidential Information]
• Obligations: Both parties shall maintain the confidentiality of the other party's Confidential Information.
• Permissible Disclosures: [List of Permissible Disclosures, if any]
• Exceptions: The obligations of confidentiality shall not apply to information that is: (a) publicly available; (b) already known to the receiving party; (c) rightfully received from a third party; or (d) required to be disclosed by law.

10. Non-Solicitation/Non-Compete

• Option A: Non-Solicitation
  • During the term of this Agreement and for a period of [Number] [Months/Years] thereafter, the Client shall not solicit the Service Provider's employees or contractors.
• Option B: Non-Compete
  • During the term of this Agreement and for a period of [Number] [Months/Years] thereafter, within [Geographic Area], the Service Provider shall not engage in any business that competes with the Client's business.
    • Note: Vermont law heavily restricts non-compete agreements. Any non-compete must be reasonable in scope and duration and necessary to protect a legitimate business interest.
• Option C: Exclusivity
  • During the term of this Agreement, the Client shall engage the Service Provider exclusively for the services described in Section 1.

11. Indemnification and Liability

• Limits of Liability: In no event shall either party be liable to the other for any indirect, consequential, incidental, or punitive damages.
• Mutual Indemnification: 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 in connection with its breach of this Agreement.
• Third-Party Claims: [Terms related to Third-Party claims, if applicable]
• Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including acts of God, war, terrorism, or government regulation.
• Insurance: The Service Provider shall maintain adequate insurance coverage, including [Types of Insurance, e.g., general liability, professional liability], with limits of at least [Dollar Amount].

12. Termination

• Termination for Cause: Either party may terminate this Agreement for cause upon written notice to the other party if the other party breaches this Agreement and fails to cure such breach within [Number] days of receiving written notice thereof.
• Termination Without Cause:
  • Option A: Either party may terminate this Agreement without cause upon [Number] days written notice to the other party.
  • Option B: The client may terminate this agreement without cause by paying the service provider [Amount or Formula]
• Post-Termination Obligations: Upon termination of this Agreement, the Service Provider shall return all Client property and Confidential Information. The Client shall pay the Service Provider for all services performed up to the date of termination.
• Termination for Convenience: [Terms related to Termination for Convenience, if applicable]
• Material Breach: [Definition of Material Breach, if applicable]

13. Dispute Resolution

• Option A: Negotiation: The parties shall attempt to resolve any dispute arising out of or in connection with this Agreement through good faith negotiation.
• Option B: Mediation: If negotiation fails, the parties shall attempt to resolve the dispute through mediation in [City, State], using a mediator agreed upon by both parties.
• Option C: Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration in [City, State], in accordance with the rules of the American Arbitration Association.
• Option D: Litigation: Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the courts of the State of Vermont.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont, without regard to its conflict of laws principles.
• Venue: The venue for any legal action or proceeding shall be [County, Vermont].

14. Compliance with Laws

• Both parties shall comply with all applicable federal, state, and local laws and regulations, including the Vermont Consumer Protection Act, in performing their obligations under this Agreement.
• Licensing and Permits: The Service Provider shall obtain and maintain all necessary licenses and permits required to perform the services described in Section 1. [Specify Licenses/Permits if applicable]

15. Workers' Compensation, Health & Safety, and Insurance

• Workers' Compensation: If the Service Provider employs individuals to perform services under this Agreement, the Service Provider shall maintain workers' compensation insurance as required by Vermont law.
• Health and Safety: The Service Provider shall comply with all applicable health and safety regulations.
• Insurance: The Service Provider shall maintain the following insurance policies: [Specify Insurance Types and Limits]

16. Anti-Discrimination and Equal Opportunity Employment

• The Service Provider shall comply with all applicable federal and Vermont state anti-discrimination laws and regulations, including the Vermont Fair Employment Practices Act.

17. Privacy and Data Protection

• If the Service Provider processes personal data on behalf of the Client, the Service Provider shall comply with all applicable privacy and data protection laws, including Vermont’s data breach notification law (9 V.S.A. § 2435).
• Data Security: The Service Provider shall implement and maintain reasonable security measures to protect personal data from unauthorized access, use, or disclosure.

18. Assignment and Delegation

• Option A: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party.
• Option B: The Service Provider may subcontract portions of the services to qualified subcontractors, provided that the Service Provider remains responsible for the performance of such subcontractors.

19. Notices and Communications

• All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, or (c) sent by email, to the addresses set forth in the introductory paragraph of this Agreement.

20. Entire Agreement, Amendment, and Waiver

• 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.
• No amendment to this Agreement shall be effective unless it is in writing and signed by both parties.
• No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the waiving party. No waiver of any breach of this Agreement shall constitute a waiver of any other breach.

21. Severability and Survivability

• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• The following provisions shall survive the expiration or termination of this Agreement: [List of Surviving Provisions, e.g., Confidentiality, Indemnification, Dispute Resolution]

22. Schedules and Exhibits

• The following schedules and exhibits are attached to and incorporated into this Agreement:
  • Exhibit A: [Description of Exhibit]
  • Exhibit B: [Description of Exhibit]

23. Vermont-Specific Considerations

• Option A: Compliance with Vermont Consumer Protection Act: The Service Provider shall comply with all requirements of the Vermont Consumer Protection Act (9 V.S.A. § 2451 et seq.).
• Option B: Cancellation Rights: If this Agreement is a consumer contract, the Client may have the right to cancel the contract within a certain period of time. [Specify Cancellation Rights, if applicable]
• Option C: Home Improvement Contract: If this Agreement involves home improvement services, it shall comply with the Vermont Consumer Protection Regulations governing home improvement contracts.
• Option D: Industry-Specific Regulations: The Service Provider shall comply with all applicable Vermont regulations specific to the [Industry, e.g., child care, health care] industry.

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

[Service Provider Legal Name]

By: [Service Provider Name]

Title: [Service Provider Title]

[Client Legal Name]

By: [Client Name]

Title: [Client Title]