West Virginia service contract template

West Virginia Service Contract

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

[Service Provider Name], a [State of Incorporation, if applicable] [Entity Type, e.g., Corporation, LLC, Sole Proprietorship], with a principal place of business at [Service Provider Address], telephone number [Service Provider Phone Number], and [Service Provider EIN/Tax ID, if applicable] (hereinafter referred to as "Service Provider"),

AND

[Client Name], a [State of Incorporation, if applicable] [Entity Type, e.g., Corporation, LLC, Individual], with a principal place of business/residence at [Client Address], telephone number [Client Phone Number], and [Client EIN/Tax ID, if applicable] (hereinafter referred to as "Client").

Optional: Additional Identifying Details: [Service Provider or Client, choose one] [e.g., website, contact person]: [Details]

1. Description of Services

The Service Provider agrees to provide the following services to the Client: [Detailed Description of Services]

• Scope of Services: [Detailed description of what is covered, what is *not* covered]
• Deliverables: [Specify the deliverables, e.g., reports, completed work]
• Service Standards/Performance Expectations: [Describe the expected quality of service]
• Methods of Service Delivery: [How services will be delivered, e.g., in-person, online]
• Milestones/Timelines: [Specify key milestones and completion dates]

• Options:
  • Recurring Services: These services will be provided on a [Frequency, e.g., weekly, monthly] basis.
  • One-Time Service: This is a one-time service with a completion date of [Date].
  • On-Site Work: The Service Provider will perform services at [Location].
  • Remote Work: The Service Provider will perform services remotely.
  • Exclusions: The following are specifically excluded from the scope of services: [List of Excluded Items].
  • Special Requirements: [List of Special Requirements, e.g., specific software, access credentials].

2. Term and Termination

This Contract shall commence on [Start Date].

• Options:
  • End Date: This Contract shall terminate on [End Date].
  • Duration: This Contract shall continue for a period of [Number] [Months/Years].
  • Auto-Renewal: This Contract shall automatically renew for successive periods of [Number] [Months/Years] unless either party provides written notice of termination at least [Number] days prior to the end of the current term.
  • Termination Upon Completion: This Contract shall terminate upon completion of the services described in Section 1.
  • At-Will Termination: Either party may terminate this Contract at any time, with [Number] days written notice to the other party, subject to any applicable West Virginia law regarding contract termination.

3. Compensation

In consideration for the services provided, the Client shall pay the Service Provider as follows: [Detailed Payment Terms]

• Payment Amount: [Fixed Fee, Hourly Rate, Per Project Rate, Retainer]: [Amount]
• Payment Schedule: [e.g., Weekly, Bi-Weekly, Monthly, Upon Completion of Milestone]
• Methods of Invoicing and Payment: [Check, ACH, Wire Transfer, Online Payment Platform]
  • Option: Invoices shall be submitted to [Email/Address].
• Late Payment Interest/Penalties: Late payments shall accrue interest at a rate of [Percentage]% per month, or the maximum rate permitted by West Virginia law, whichever is lower.

• Options:
  • Reimbursement of Expenses: The Client shall reimburse the Service Provider for reasonable expenses incurred in connection with the performance of services, subject to prior written approval.
  • Taxes: All amounts are exclusive of applicable taxes, which shall be the responsibility of [Client/Service Provider].
  • Deposit: A deposit of [Amount] is required prior to commencement of services.
  • Retainer: A retainer of [Amount] is required.
  • Milestone Payments: Payments will be made upon completion of the following milestones: [List of Milestones and Payment Amounts].

4. Confidentiality

The Service Provider agrees to hold all Confidential Information of the Client in strict confidence and not to disclose such information to any third party without the Client’s prior written consent. "Confidential Information" includes, but is not limited to, [List of examples]. The Client agrees to reciprocate concerning the Service Provider's confidential information.

• Options:
  • Duration of Confidentiality: This confidentiality obligation shall continue for a period of [Number] years following the termination of this Contract.
  • Scope of Confidentiality: [Specify limitations or exceptions to the confidentiality obligation].

5. Ownership of Work Product and Intellectual Property

All work product and intellectual property developed by the Service Provider in connection with the performance of services under this Contract shall be owned by: [Client/Service Provider].

• Options:
  • Licensing: The [Service Provider/Client] grants the [Client/Service Provider] a [Type of License, e.g., non-exclusive, perpetual] license to use the work product and intellectual property.
  • Assignment: The [Service Provider/Client] assigns all right, title, and interest in and to the work product and intellectual property to the [Client/Service Provider].
  • Exceptions: The following work product and intellectual property shall be excluded from this provision: [List of Exceptions].

6. Non-Solicitation, Non-Competition, and Non-Disparagement

During the term of this Contract and for a period of [Number] [Months/Years] thereafter, the Service Provider shall not:

• Options:
  • Non-Solicitation: Solicit, or attempt to solicit, any employees or clients of the Client.
  • Non-Competition: Engage in any business that is competitive with the business of the Client within a radius of [Number] miles of the Client’s principal place of business in West Virginia, to the extent enforceable under West Virginia law.
  • Non-Disparagement: Make any disparaging or negative statements about the Client, its products, services, or employees.

7. Standards of Conduct and Compliance

The Service Provider shall perform services in a professional and ethical manner and in compliance with all applicable laws, regulations, and ethical standards, including any specific to West Virginia.

• Options:
  • Licensing/Regulatory Compliance: The Service Provider shall maintain all required licenses and permits necessary to perform the services under this Contract in West Virginia.
  • Insurance Requirements: The Service Provider shall maintain the following insurance coverage: [General Liability, Professional Liability, Workers' Compensation (if applicable)] with minimum coverage limits of [Amount].
  • Background Checks: The Service Provider agrees to undergo a background check, as required by [Client/Applicable Regulation].

8. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Contract due to any cause beyond its reasonable control, including, but not limited to, acts of God, natural disasters, government actions, or other unforeseen disruptions.

• Options:
  • Suspension: The affected party's obligations shall be suspended during the period of the force majeure event.
  • Termination: If the force majeure event continues for a period of [Number] days, either party may terminate this Contract upon written notice to the other party.

9. Amendments and Waiver

This Contract may be amended only by a written instrument signed by both parties. No waiver of any provision of this Contract shall be effective unless in writing and signed by the waiving party.

10. Integration and Severability

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

11. Dispute Resolution

Any dispute arising out of or relating to this Contract shall be resolved as follows:

• Options:
  • Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.
  • Mediation: If negotiation fails, the parties shall submit the dispute to mediation in [City, West Virginia].
  • Arbitration: If mediation fails, the parties shall submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association.
  • Litigation: If negotiation, mediation or arbitration fails, the dispute shall be resolved in the state or federal courts located in [County], West Virginia.

Governing Law and Jurisdiction: This Contract shall be governed by and construed in accordance with the laws of the State of West Virginia.

12. Early Termination

This Contract may be terminated prior to its expiration date under the following circumstances:

• Options:
  • Breach: By either party upon written notice to the other party if the other party materially breaches this Contract and fails to cure such breach within [Number] days after receipt of written notice of such breach.
  • Insolvency: By either party if the other party becomes insolvent or files for bankruptcy.
  • Mutual Agreement: By mutual written agreement of the parties.
  • Termination for Convenience: Client may terminate this agreement for convenience with [Number] days' written notice.

Upon termination, the Client shall pay the Service Provider for all services performed up to the date of termination.

13. Assignment and Delegation

Neither party may assign or delegate its rights or obligations under this Contract without the prior written consent of the other party.

• Options:
  • Subcontracting: The Service Provider may subcontract certain services under this Contract with the prior written consent of the Client.

14. Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Contract and to perform its obligations hereunder.

• Options:
  • Industry-Specific Representations: [Add any industry-specific representations and warranties relevant to the services being provided].

15. Indemnification and Limitation of Liability

The Service Provider agrees to indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys’ fees) arising out of or relating to the Service Provider’s performance of services under this Contract.

• Options:
  • Limitation of Liability: In no event shall either party be liable to the other party for any indirect, incidental, consequential, or punitive damages.
  • Cap on Damages: The Service Provider's liability shall be capped at [Amount].

16. Compliance with Laws

The Service Provider shall comply with all applicable federal and West Virginia state laws and regulations in performing services under this Contract.

• Options:
  • West Virginia Regulatory Compliance: The Service Provider shall comply with the following specific West Virginia regulations: [List of Regulations].
  • Contracts with State Agencies: For contracts with West Virginia state agencies or public bodies, the following provisions apply: [Equal Opportunity, Affirmative Action, Prevailing Wage, WV Drug Free Workplace Compliance] (remove unrelated provisions).

17. Notices

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

• Options:
  • Emailed to [Email Address for Service Provider] and [Email Address for Client].
  • Mailed by certified mail, return receipt requested, to the addresses set forth above.
  • Delivered by a nationally recognized overnight courier service.

18. Effective Date and Signatures

This Contract shall be effective as of the date first written above.

Service Provider:

____________________________
[Service Provider Printed Name]
[Service Provider Title]
Date: [Date]

Client:

____________________________
[Client Printed Name]
[Client Title]
Date: [Date]

• Options:
  • Notarization: [Space for Notary Public Acknowledgment].
  • Witness Signatures: [Space for Witness Signatures].

19. Appendices/Schedules

The following appendices/schedules are attached to and incorporated into this Contract:

• [ ] Appendix A: Detailed Description of Services
• [ ] Appendix B: Pricing and Payment Milestones
• [ ] Appendix C: Technical Specifications

20. Fees and Costs

Each party shall be responsible for its own fees and costs incurred in connection with this Contract.

• Options:
  • Attorneys’ Fees: In the event of a dispute arising out of or relating to this Contract, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.
  • Collection Costs: The client shall be responsible for the cost of collections if service provider is unable to recover payment from client.

21. West Virginia Specific Requirements

Licensing: The Service Provider shall comply with all applicable licensing requirements in West Virginia.
Consumer Protection Notices: Where applicable, state-mandated consumer notices (e.g., Home Solicitation Sales Act notice, contractor notice) are attached.

• Options (Checkboxes for Inclusion):
  • [ ] Telemarketing Disclosure
  • [ ] Home Improvement Contract Notice
  • [ ] Right to Cancel Notice (for applicable contracts)

22. Privacy and Recordkeeping

The Service Provider shall comply with all applicable West Virginia data protection and record retention laws.

23. Special Provisions for State Agencies or Public Bodies

For contracts with West Virginia state agencies or public bodies, compliance with equal opportunity, affirmative action, prevailing wage, or WV Drug Free Workplace compliance provisions are required as applicable. (Note: Remove unrelated provisions).