Virginia service contract template

Virginia Service Contract

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

[Provider Legal Name], a [Provider Legal Entity Type, e.g., Virginia LLC] with a principal place of business at [Provider Business Address], registered with the Virginia State Corporation Commission with registration number [Provider Registration Number], and contact information: [Provider Contact Person], phone number [Provider Phone Number], email address [Provider Email Address] ("Provider"),

and

[Client Legal Name], a [Client Legal Entity Type, e.g., Virginia Corporation] with a principal place of business at [Client Business Address], registered with the Virginia State Corporation Commission with registration number [Client Registration Number], and contact information: [Client Contact Person], phone number [Client Phone Number], email address [Client Email Address] ("Client").

1. Scope of Services

The Provider agrees to provide the following services to the Client: [Detailed Description of Services, including specific tasks, deliverables, and expected milestones. Example: "Developing a custom software application with features X, Y, and Z, delivered in three phases with milestones at weeks 4, 8, and 12. The software will be delivered as a fully functional executable file and source code."]

• Service Type Options:
  • Option A: Ongoing Services
  • Option B: Per-Project Basis
  • Option C: Time-Limited Services ([Start Date] - [End Date])

2. Service Timelines

The services will commence on [Commencement Date] and will be completed on [Completion Date]. Interim deadlines are as follows: [List Interim Deadlines, e.g., "Milestone 1: [Date], Milestone 2: [Date]"].

• Extension/Renewal/Termination Options:
  • Option A: Contract automatically renews for [Number] [Time Period, e.g., one year] periods unless either party provides [Number] days' written notice of termination.
  • Option B: Contract may be extended by mutual written agreement of both parties.
  • Option C: Either party may terminate this agreement for convenience with [Number] days written notice.
  • Option D: Either party may terminate this agreement for cause if the other party breaches a material term of this agreement and fails to cure such breach within [Number] days after written notice of such breach.

3. Compensation

The Client agrees to compensate the Provider as follows:

• Payment Structure Options:
  • Option A: Fixed Fee: [Total Amount]
  • Option B: Hourly Rate: [Hourly Rate] per hour.
    • Maximum Billable Hours per Week: [Number]
• Payment Schedule: Payments will be made [Payment Frequency, e.g., bi-weekly, monthly, upon completion of milestones]. Due dates for payments are [Specific Due Dates or Formula, e.g., "within 30 days of invoice receipt"].
• Reimbursement of Expenses: Pre-approved expenses, including [List Specific Expenses, e.g., travel, materials], will be reimbursed upon submission of receipts. The maximum amount for expense reimbursement is [Dollar Amount].

4. Invoicing and Payment Procedures

The Provider will submit invoices to the Client [Invoicing Frequency, e.g., monthly]. Invoices must include [Required Invoice Information, e.g., date, invoice number, description of services rendered, hours worked (if applicable), expenses incurred (if applicable)]. The Client has [Number] days to dispute an invoice after receipt. Late payments will be subject to a penalty of [Percentage] per month or the maximum rate allowed by Virginia law, whichever is lower.

5. Client Responsibilities

The Client is responsible for providing the Provider with [List Client Responsibilities, e.g., access to necessary data, equipment, workspace, cooperation]. Specific requirements include: [Specific Details, e.g., "Providing access to the client's CRM system with administrator privileges."]

6. Location of Service Performance

The services will be performed [Location of Performance Options, e.g., remotely, on-site at Client's office at [Address], or a hybrid of both].

7. Standards of Performance and Service Levels

The Provider will perform the services in a professional and workmanlike manner, consistent with industry standards. Service levels will include: [Measurable Service Standards, e.g., "Response time to client inquiries within 24 hours," "Uptime of the software application of 99%"]. Progress review will be conducted [Frequency, e.g., weekly]. Acceptance criteria for deliverables are: [Acceptance Criteria, e.g., "Deliverable meets specifications outlined in Section 1," "Client provides written acceptance within 5 business days of delivery"].

8. Intellectual Property

• Ownership Options:
  • Option A: The Client shall own all right, title, and interest in and to the work product created under this Agreement.
  • Option B: The Provider shall retain ownership of the work product. The Client is granted a [License Type, e.g., perpetual, non-exclusive] license to use the work product.
• IP Assignment: The Provider hereby assigns to the Client all right, title, and interest in and to the work product.
• License-Back Options: [If applicable, describe license-back options for Provider to use the work product.]
• Pre-Existing IP: Each party retains ownership of their pre-existing intellectual property.
• IP Indemnification: The Provider shall indemnify and hold harmless the Client from any claim that the work product infringes upon the intellectual property rights of any third party.

9. Confidentiality

Both parties agree to hold confidential all non-public information of the other party. This includes, but is not limited to, business information, client data, and trade secrets.

• Confidentiality Options:
  • Option A: The confidentiality obligations shall continue for [Number] years after the termination of this Agreement.
  • Option B: Exceptions to confidentiality include information that is publicly available or required to be disclosed by law.
• Upon termination of this Agreement, each party shall [Obligations Upon Termination, e.g., return or destroy all confidential information of the other party].

10. Data Protection and Compliance with Privacy Laws

• Data Protection Options:
  • Option A: The Provider shall comply with all applicable privacy laws, including [Specific Laws, e.g., the Virginia Consumer Data Protection Act (CDPA)].
  • Option B: The Provider shall implement and maintain reasonable security measures to protect Client data.
  • Option C: (If HIPAA applies) The Provider agrees to comply with the Health Insurance Portability and Accountability Act (HIPAA). A separate Business Associate Agreement will be executed.

11. Subcontracting and Delegation

• Subcontracting Options:
  • Option A: The Provider may not subcontract any portion of the services without the Client's prior written consent.
  • Option B: The Provider may subcontract portions of the services but remains liable for the performance of subcontractors.
• Assignment: Neither party may assign this Agreement without the prior written consent of the other party.

12. Conflict of Interest and Non-Solicitation

The Provider agrees to avoid any conflict of interest with the Client.

• Non-Solicitation Options:
  • Option A: During the term of this Agreement and for [Number] years thereafter, the Provider shall not solicit or attempt to solicit any employees or clients of the Client. This clause is specifically tailored to protect the Client's legitimate business interests, and the scope is limited to [Geographic Scope, e.g., within the Commonwealth of Virginia] and specific employee/client relationships developed during the term of this Agreement, in accordance with Virginia law.
  • Option B: Note: As of July 2020, Virginia law prohibits non-competes for "low-wage" workers. Therefore, this provision may not be enforceable if the employee is considered "low-wage" under Virginia law. Consult legal counsel.

13. Modifications and Amendments

This Agreement may be modified or amended only by a written instrument signed by both parties.

14. Termination

This Agreement may be terminated under the following circumstances:

• For breach of a material term of this Agreement by either party, provided that the breaching party has [Number] days to cure the breach after written notice.
• Upon the insolvency or bankruptcy of either party.
• Upon the occurrence of a force majeure event that prevents performance for more than [Number] days.
• By mutual agreement of the parties.
• For convenience by either party with [Number] days written notice.

Upon termination, the Provider shall [Obligations Upon Termination, e.g., deliver all work product to the Client, return confidential information]. The Client shall pay the Provider for all services performed up to the date of termination.

15. Definitions and Interpretation

[Definitions of key terms, e.g., "Work Product" means all deliverables created by the Provider under this Agreement.]

16. Representations and Warranties

Each party represents and warrants that it has the legal authority to enter into this Agreement, that it is duly qualified to perform its obligations under this Agreement, and that it will comply with all applicable laws. The Provider warrants that the services will be performed in a professional and workmanlike manner.

17. Indemnification and Insurance

• Insurance Options:
  • Option A: The Provider shall maintain general liability insurance with limits of [Dollar Amount] per occurrence and professional liability insurance with limits of [Dollar Amount] per claim.
• Indemnification: The Provider shall indemnify and hold harmless the Client from any claims, damages, or liabilities arising out of the Provider's performance of this Agreement, except to the extent caused by the Client's negligence or willful misconduct.

18. Limitations of Liability

The Provider's liability under this Agreement shall be limited to the amount of fees paid by the Client to the Provider under this Agreement. In no event shall either party be liable for consequential, incidental, or punitive damages.

19. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event, including acts of God, war, terrorism, government regulation, pandemic, strike, or natural disaster.

20. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles. The exclusive venue for any dispute arising out of or relating to this Agreement shall be in the courts of [County/City], Virginia.

21. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through the following procedures:

• Dispute Resolution Options:
  • Option A: Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation.
  • Option B: Mediation: If negotiation fails, the parties shall submit the dispute to 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 accordance with the rules of the American Arbitration Association.
  • Option D: Litigation: If arbitration is not elected, either party may file suit in the courts of [County/City], Virginia.

22. Entire Agreement, Severability, 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.

• Integration Clause (Optional): This Agreement, together with [List of Related Agreements], constitutes the entire agreement between the parties.

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

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

23. Notice

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.

• Notice Options:
  • Option A: Notices sent by email shall be deemed effective one business day after sending.
  • Option B: Notices sent by certified mail shall be deemed effective three business days after mailing.

24. Signatures

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

[Provider Legal Name]

By: [Provider Signatory Name]

Title: [Provider Signatory Title]

Date: [Date]

[Client Legal Name]

By: [Client Signatory Name]

Title: [Client Signatory Title]

Date: [Date]

• Witness/Notary Acknowledgment Options: [Space for Witness/Notary Signature and Seal, if required]

25. Federal Regulatory Provisions (Optional)

• Export Control: The Provider shall comply with all applicable export control laws and regulations.
• Anti-Bribery: The Provider shall comply with all applicable anti-bribery laws, including the Foreign Corrupt Practices Act.
• Equal Opportunity: The Provider is an equal opportunity employer and complies with all applicable equal opportunity laws.