Washington service contract template

Washington Service Contract

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

[Service Provider Name], a [Entity Type: Individual, Partnership, LLC, Corporation], with a business address at [Service Provider Address], email address [Service Provider Email], and phone number [Service Provider Phone] (hereinafter referred to as "Service Provider"), and

[Client Name], a [Entity Type: Individual, Partnership, LLC, Corporation], with a business address at [Client Address], email address [Client Email], and phone number [Client Phone] (hereinafter referred to as "Client").

1. Purpose and Scope of Services

• The purpose of this Agreement is to set forth the terms and conditions under which the Service Provider will provide services to the Client.
• Scope of Services:
  • Option A: The Service Provider shall provide the following services: [Detailed Description of Services].
  • Option B: The Service Provider shall provide the services outlined in Exhibit A attached hereto and incorporated herein by reference.
• Deliverables:
  • Option A: The Service Provider shall deliver the following deliverables: [Detailed Description of Deliverables] according to the following timeline: [Timeline].
  • Option B: The deliverables and timeline are outlined in Exhibit B attached hereto and incorporated herein by reference.
• Quality Standards: All services shall be performed in a professional and workmanlike manner, consistent with industry standards and best practices.

2. Roles, Responsibilities, and Obligations

• Service Provider Responsibilities: The Service Provider shall be responsible for [Detailed List of Service Provider Responsibilities].
• Client Responsibilities: The Client shall be responsible for [Detailed List of Client Responsibilities, including providing necessary access or information].
  • Option A: The Client shall provide the Service Provider with access to [Specific Resources or Information].
  • Option B: The Client shall designate a point of contact for the Service Provider: [Client Point of Contact Name].

3. Term and Termination

• Term:
  • Option A: This Agreement shall commence on [Start Date] and shall continue for a term of [Number] [Days/Weeks/Months/Years], unless earlier terminated as provided herein.
  • Option B: This Agreement shall commence on [Start Date] and continue until the completion of the Services.
  • Option C: This Agreement shall be ongoing, commencing on [Start Date], and terminable as provided herein.
• Termination:
  • Option A: Either party may terminate this Agreement upon [Number] days' written notice to the other party.
  • Option B: Either party may terminate this Agreement for cause upon [Number] days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.
  • Option C: Termination upon Project Completion: This Agreement will automatically terminate upon the successful completion of the project as determined by [Criteria for Completion].
• Automatic Renewal:
  • Option A: This Agreement shall automatically renew for successive terms of [Number] [Days/Weeks/Months/Years] unless either party provides written notice of non-renewal at least [Number] days prior to the end of the then-current term.
  • Option B: This Agreement will not automatically renew.

4. Payment Terms

• Fee Structure:
  • Option A: Hourly Rate: The Service Provider shall be paid at an hourly rate of [Dollar Amount] per hour.
  • Option B: Flat Fee: The Service Provider shall be paid a flat fee of [Dollar Amount] for the completion of the Services.
  • Option C: Retainer: The Client shall pay the Service Provider a retainer fee of [Dollar Amount] per [Week/Month/Quarter].
  • Option D: Milestone-Based: The Service Provider shall be paid according to the following milestone schedule: [Milestone Description and Payment Amount for Each Milestone].
• Billing Cycle and Invoicing Procedures: The Service Provider shall submit invoices to the Client [Frequency, e.g., monthly]. Invoices shall include [Information to be Included on Invoice].
• Due Dates for Payment: Payments are due within [Number] days of the invoice date.
• Late Payment Penalties: Late payments shall be subject to a late payment penalty of [Percentage]% per month.
• Reimbursement Policy for Expenses: The Client shall reimburse the Service Provider for reasonable and necessary expenses incurred in connection with the performance of the Services, subject to prior written approval by the Client. [Define Types of Reimbursable Expenses].
• Taxes and Deductions: All fees are exclusive of any applicable taxes, which shall be the responsibility of the Client.
• Up-front Payments or Deposits:
  • Option A: The Client shall pay the Service Provider an up-front deposit of [Dollar Amount] prior to the commencement of the Services.
  • Option B: No up-front payment or deposit is required.

5. Performance Standards and Acceptance

• Performance Standards: The Service Provider warrants that the Services shall be performed in a professional and workmanlike manner and shall conform to the specifications set forth in this Agreement.
• Reporting Requirements: The Service Provider shall provide the Client with [Type of Reports] reports on a [Frequency, e.g., weekly] basis.
• Approval or Acceptance Procedures: Upon delivery of any deliverable, the Client shall have [Number] days to review and approve or reject the deliverable. Rejection must be accompanied by a written explanation of the reasons for rejection.
• Changes in Work Scope: Any changes to the scope of Services must be agreed upon in writing by both parties. A Change Order outlining the changes, revised timeline, and any adjustments to the fees shall be executed prior to the commencement of the changed Services.

6. Confidentiality

• Obligation:
  • Option A: Mutual: Both parties agree to hold confidential all Confidential Information (as defined below) of the other party.
  • Option B: Unilateral: The Service Provider agrees to hold confidential all Confidential Information (as defined below) of the Client.
• Definition of Confidential Information: Confidential Information shall mean any and all information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• Exclusions: Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure by the disclosing party; (c) is rightfully received by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.
• Duration: The obligations of confidentiality under this Agreement shall survive termination of this Agreement for a period of [Number] years.
• Remedies for Breach: The parties agree that monetary damages may not be a sufficient remedy for any breach of this confidentiality provision and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
• Proprietary Information Protection: Each party agrees to protect the other's Confidential Information with the same degree of care that it uses to protect its own confidential information of similar nature, but no less than reasonable care.

7. Intellectual Property

• Ownership:
  • Option A: All intellectual property rights in any deliverables created by the Service Provider pursuant to this Agreement shall be owned by the Client.
  • Option B: The Service Provider shall retain ownership of all intellectual property rights in any deliverables created pursuant to this Agreement.
• Assignment:
  • Option A: The Service Provider hereby assigns to the Client all right, title, and interest in and to all inventions, works of authorship, and other intellectual property rights created by the Service Provider in connection with the Services.
  • Option B: No assignment of intellectual property rights is intended under this Agreement.
• Licensing Arrangements:
  • Option A: The Service Provider grants to the Client a [Type of License, e.g., non-exclusive, perpetual, irrevocable] license to use the deliverables for [Specific Purpose].
  • Option B: No license is granted under this Agreement.
• Pre-existing Materials: The Service Provider shall retain ownership of all pre-existing materials used in connection with the Services. The Service Provider grants to the Client a license to use such pre-existing materials solely for the purpose of utilizing the deliverables.
• Moral Rights Waivers: To the extent permitted by applicable law, the Service Provider hereby waives all moral rights in the deliverables.

8. Data Security and Privacy

• Compliance with Laws: If the Services involve the processing of personal data, the Service Provider shall comply with all applicable federal and Washington state data protection laws, including but not limited to the Washington Privacy Act (WPA).
• Data Security Measures: The Service Provider shall implement and maintain appropriate technical and organizational measures to protect the security and confidentiality of personal data.
• Data Breach Notification: The Service Provider shall notify the Client immediately upon discovery of any data breach affecting personal data.
• [Optional: Expanded Data Security Terms for Regulated Industries]

9. Subcontracting and Assignment

• Subcontracting:
  • Option A: The Service Provider shall not subcontract any of the Services without the prior written consent of the Client.
  • Option B: The Service Provider may subcontract the Services with the following restrictions: [Restrictions on Subcontracting].
• Assignment: Neither party may assign this Agreement without the prior written consent of the other party.

10. Insurance and Indemnity

• Insurance: The Service Provider shall maintain the following insurance coverage:
  • General Liability Insurance: [Amount] per occurrence.
  • Professional Liability Insurance (Errors and Omissions): [Amount] per claim.
  • [Optional: Other Insurance Types, e.g., Workers Compensation]
• Indemnification: The Service Provider shall indemnify, defend, and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Service Provider's performance of the Services, except to the extent caused by the Client's negligence or willful misconduct.
• Limitations of Liability:
  • Option A: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • Option B: [Limit the amount of liability. E.g., 'The Service Provider's total liability under this agreement shall not exceed the total amount paid by the Client to the Service Provider under this Agreement'.]

11. Non-Solicitation/Non-Compete

• Non-Solicitation:
  • Option A: During the term of this Agreement and for a period of [Number] [Months/Years] following the termination of this Agreement, the Service Provider shall not solicit, directly or indirectly, any employees or customers of the Client.
  • Option B: This section is not applicable.
• Non-Compete: In compliance with Washington law, the following applies:
  • Acknowledgement: The parties acknowledge that Washington law limits the enforceability of non-compete agreements. For this non-compete to be enforceable, [Service Provider Name] must earn more than [Amount] per year as indexed by RCW 49.62, et seq.
  • Scope and Duration: If enforceable under Washington law, the Service Provider shall not, during the term of this Agreement and for a period of [Number] [Months/Years] following the termination of this Agreement, engage in any business that is competitive with the Client's business within a geographic area of [Geographic Area].
  • Disclosure: The Service Provider has received this non-compete clause at least two weeks before the commencement of services, as required by RCW 49.62.020.
  • [Optional: Specify exceptions, e.g., ownership of less than 5% of a publicly traded company.]
  • [Optional: Statutory Notice Requirement] The Client confirms they have informed the Service Provider in writing that a non-compete agreement may be required as a condition of employment.

12. Termination Provisions

• Voluntary Termination:
  • Option A: Either party may terminate this Agreement for convenience upon [Number] days' written notice to the other party.
  • Option B: This Agreement is not terminable for convenience.
• Termination for Cause: Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after receiving written notice of such breach.
• Force Majeure: Either party may terminate this agreement if performance is prevented by a Force Majeure Event (defined below) that continues for more than [Number] days.
• Required Notice and Cure Periods: All terminations require written notice.
• Final Payment or Refund Settlement: Upon termination, the Client shall pay the Service Provider for all Services performed up to the date of termination. If the Client has prepaid for Services that have not been performed, the Service Provider shall refund the unearned portion of the payment.
• Post-Termination Obligations: Upon termination, each party shall return all Confidential Information of the other party.
• Early Termination Fees:
  • Option A: If the Client terminates this Agreement for convenience prior to the completion of the Services, the Client shall pay the Service Provider an early termination fee of [Dollar Amount].
  • Option B: No early termination fee shall apply.

13. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles. The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County], Washington.

14. Dispute Resolution

• Negotiation: The parties shall first attempt to resolve any dispute 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 in [City, State], using a mutually agreed-upon mediator.
• 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. The arbitration shall be conducted in [City, State].
  • Option B: This option is removed.
• Court Litigation:
  • Option A: If negotiation, mediation and/or arbitration fail, either party may pursue litigation in the courts of Washington State.
  • Option B: This option is removed.
• Cost-Sharing: The costs of mediation and arbitration shall be shared equally by the parties.

15. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by a Force Majeure Event. "Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to acts of God, war, terrorism, riots, fire, flood, earthquake, strike, lockout, or other labor disturbance, provided that the nonperforming party gives prompt written notice of the Force Majeure Event.

• Extended Events: The definition of Force Majeure Event also includes [Specific Extended Events, e.g., pandemic, government regulation].
• Exclusions: A Force Majeure Event does not include [Specific Excluded Events, e.g., economic downturn, lack of funding].

16. Compliance with Laws

The Service Provider shall comply with all applicable federal and Washington state laws and regulations in the performance of the Services, including but not limited to licensing requirements, business registration requirements, and anti-discrimination laws (RCW 49.60).

17. Workers’ Compensation, Health and Safety, and Labor Regulations

If the Service Provider employs individuals to perform the Services, the Service Provider shall maintain workers’ compensation insurance as required by Washington law and shall comply with all applicable health and safety and labor regulations.

18. Amendments and Waivers

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.

19. Severability

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

20. 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.

21. Counterpart Execution

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 signatures shall have the same force and effect as original signatures.

22. 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 overnight courier service to the addresses set forth above.

• Electronic Notification:
  • Option A: Notices may also be sent by email to the email addresses set forth above, provided that a copy of the notice is also sent by one of the methods described above.
  • Option B: Notices cannot be sent by email.
• Required Timelines: Notices shall be deemed received [Number] business days after mailing.

23. Disclosures/Acknowledgements

[Include any federal and Washington-specific disclosures or acknowledgements that may be required, such as:]

• Right to Cancel: For door-to-door sales, the Client has the right to cancel this Agreement within [Number] business days of the date of signing.
• Consumer Rights: This Agreement is subject to Washington’s consumer protection laws.
• Data Breach Notification: The Service Provider acknowledges that Washington law requires notification of data breaches.

24. Warranty/Guarantee (Optional)

• Service Quality Guarantee:
  • Option A: The Service Provider guarantees that the Services shall be performed in a professional and workmanlike manner and shall conform to the specifications set forth in this Agreement.
  • Option B: No specific warranty or guarantee is provided.
• Correction of Defects:
  • Option A: If the Services do not conform to the specifications set forth in this Agreement, the Service Provider shall, at its own expense, correct the defects within [Number] days of receiving written notice from the Client.
  • Option B: This option is removed.

25. Background Checks/Screening (Optional)

• Background Check:
  • Option A: The Service Provider agrees to undergo a background check at the Client's expense.
  • Option B: This option is removed.
• Drug Screening:
  • Option A: The Service Provider agrees to undergo a drug screening at the Client's expense.
  • Option B: This option is removed.
• Licensing Verification:
  • Option A: The Service Provider will provide proof of valid licensing, where required.
  • Option B: This option is removed.

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

[Service Provider Name]

By: [Printed Name] Title: [Title]

[Client Name]

By: [Printed Name] Title: [Title]