Wisconsin service contract template

Wisconsin Service Contract

This Wisconsin Service Contract (the “Agreement”) is made and entered into as of [Date of Execution, e.g., January 1, 2024] (the “Effective Date”) by and between:

• [Service Provider Legal Name], a [Service Provider Business Entity Type, e.g., Wisconsin Corporation], with its principal place of business at [Service Provider Address] (“Service Provider”),
  • Phone: [Service Provider Phone]
  • Email: [Service Provider Email]
  • Primary Representative: [Service Provider Representative Name]

and

• [Client Legal Name], a [Client Business Entity Type, e.g., Wisconsin LLC], with its principal place of business at [Client Address] (“Client”).
  • Phone: [Client Phone]
  • Email: [Client Email]
  • Primary Representative: [Client Representative Name]

1. Scope of Services

• The Service Provider agrees to provide the following services to the Client: [Detailed Description of Services] including but not limited to:
  • Option A: [Specific Deliverables]. Quality standards for deliverables shall be [Quality Standards Description]. Timelines for deliverables shall be [Timelines Description].
  • Option B: Refer to attached Schedule A for a more detailed description of services. \[ ] Schedule A attached.
  • Option C: The service includes only those items listed in Attachment B. \[ ] Attachment B attached.

2. Schedule and Duration

• This Agreement shall commence on the Effective Date and continue for a period of [Duration, e.g., 12 months] (the “Term”).
  • Option A: This agreement shall continue until services are completed. The completion date is estimated to be [estimated completion date].
  • Option B: This agreement shall be on-going until terminated by either party.
  • Option C: Renewal/Extension: This Agreement shall automatically renew for successive [Renewal Period, e.g., one-year] terms unless either party provides written notice of non-renewal at least [Notice Period, e.g., 30 days] prior to the end of the then-current term. NOTE: This clause may trigger Wisconsin's "Automatic Renewal Law" and should be carefully considered.

3. Compensation

• In consideration for the services provided, the Client shall pay the Service Provider as follows:
  • Option A: Fixed Fee: A fixed fee of [Fixed Fee Amount] payable according to the following schedule: [Payment Schedule].
  • Option B: Hourly Rate: An hourly rate of [Hourly Rate Amount] per hour.
  • Option C: Per-Project Fee: A per-project fee of [Per-Project Fee Amount] per project.
  • Option D: Retainer: A monthly retainer of [Retainer Amount], credited against services rendered.
• Invoicing Requirements: The Service Provider shall submit invoices to the Client [Invoice Frequency, e.g., monthly].
• Late Payment Interest: Late payments shall accrue interest at a rate of [Interest Rate Percentage] per month or the maximum rate permitted by Wisconsin law, whichever is lower.
• Expense Reimbursement: The Client shall reimburse the Service Provider for reasonable and pre-approved expenses incurred in connection with the performance of the services. [Specify which expenses are reimbursed, and the process for approving expenses].
  • Option A: No reimbursement for any expenses shall be provided.

4. Client Responsibilities

• The Client shall:
  • Provide the Service Provider with access to [Specific Access Requirements].
  • Provide the Service Provider with the following information: [Information to be provided].
  • Provide the Service Provider with the following approvals: [Approvals to be provided].
  • Option A: Provide the Service Provider with other necessary support as reasonably requested.
  • Option B: Client assumes sole responsibility for [Client specific responsibility].

5. Performance Standards/Service Level Agreement (Optional)

• The Service Provider shall perform the services in a professional and workmanlike manner.
  • Option A: The Service Provider shall achieve the following performance benchmarks: [Specific Benchmarks].
  • Option B: The Service Provider shall respond to client inquiries within [Response Time, e.g., 24 hours].
  • Option C: Remove this clause entirely.

6. Intellectual Property Rights

• Ownership of Deliverables: [Specify Ownership, e.g., The Client shall own all right, title, and interest in and to the deliverables].
  • Option A: Work for Hire: All deliverables shall be considered "work for hire" under Wisconsin copyright law.
  • Option B: The Service Provider retains ownership of all pre-existing materials.
  • Option C: The Service Provider grants to the Client a [specify if license is exclusive or non-exclusive] license to use the deliverables.

7. Confidentiality

• Confidential Information: [Define Confidential Information].
  • Option A: The Service Provider shall not disclose the Client’s Confidential Information to any third party.
  • Option B: Duration of Confidentiality: This confidentiality obligation shall survive the termination of this Agreement for a period of [Duration, e.g., 5 years].
  • Option C: Exclusions: The confidentiality obligation shall not apply to information that is [Specify Exclusions, e.g., publicly available].

8. Non-Solicitation and Restrictive Covenant (Optional)

• Non-Solicitation: During the term of this Agreement and for a period of [Duration, e.g., one year] thereafter, the Service Provider shall not solicit the Client’s employees or contractors.
  • Option A: Remove this clause entirely.

9. Non-Compete (Optional - subject to Wisconsin enforceability rules)

• Non-Compete: During the term of this Agreement and for a period of [Duration, e.g., one year] thereafter, within [Geographic Scope, e.g., Dane County, Wisconsin], the Service Provider shall not engage in [Specific Competitive Activities]. This provision should be carefully reviewed to ensure it complies with Wisconsin law.
  • Option A: Remove this clause entirely.
  • Option B: The duration of the non-compete agreement shall be limited to [alternative duration].

10. Indemnification and Liability

• Indemnification: Each party shall indemnify and hold harmless the other party from and against any and all claims, damages, and expenses arising out of [Specify Circumstances, e.g., its breach of this Agreement].
  • Option A: Mutual Indemnification: The indemnification obligations shall be mutual.
  • Option B: Limitation of Liability: The Service Provider’s liability shall be limited to the amount of fees paid by the Client under this Agreement.
  • Option C: Waiver of Consequential Damages: Neither party shall be liable for any consequential, incidental, or indirect damages.
  • Option D: Cap on Damages: The total amount of damages recoverable by the client shall not exceed [Dollar amount].

11. Insurance (Optional)

• Insurance Requirements: The Service Provider shall maintain the following insurance policies:
  • General Liability Insurance: [Minimum Amount] per occurrence.
  • Professional Liability Insurance: [Minimum Amount] per claim.
  • Workers' Compensation Insurance: As required by Wisconsin law.
  • Option A: Remove this clause entirely.

12. Termination

• Grounds for 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 [Cure Period, e.g., 30 days].
  • Without Cause: Either party may terminate this Agreement without cause upon [Notice Period, e.g., 30 days] written notice to the other party.
  • Automatic Termination Events: [Specify Events, e.g., bankruptcy of either party].
• Obligations Upon Termination:
  • Final Payments: The Client shall pay the Service Provider for all services performed up to the date of termination.
  • Return of Property: Each party shall return all property of the other party in its possession.
  • Transition Assistance: The Service Provider shall provide reasonable transition assistance to the Client.
• Option A: Early Termination Fee: If the Client terminates this Agreement without cause, the Client shall pay an early termination fee of [Amount or Formula].
• Option B: No termination fee required.

13. Dispute Resolution

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.
• Dispute Resolution Mechanisms:
  • Negotiation: The parties shall first attempt to resolve any dispute through good-faith negotiation.
  • Mediation: If negotiation fails, the parties shall submit the dispute to mediation. The location of mediation shall be [City, Wisconsin].
  • Arbitration: If mediation fails, the parties shall submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association.
  • Court Litigation: If all other methods fail, disputes shall be resolved in the courts of [County, Wisconsin].
  • Option A: Remove method(s) from list.

14. Compliance with Applicable Law

• Compliance: Each party shall comply with all applicable federal and Wisconsin laws and regulations, including but not limited to the Wisconsin Deceptive Trade Practices Act.
  • Option A: Additional Compliance: The Service Provider shall comply with all applicable regulations governing [Regulated Industry, e.g., construction].

15. Representations and Warranties

• Authority: Each party represents and warrants that it has the authority to enter into this Agreement.
• Accuracy of Information: Each party represents and warrants that the information it has provided to the other party is accurate and complete.
• Standard of Care: The Service Provider represents and warrants that it will perform the services in a professional and workmanlike manner and in compliance with all applicable laws.
  • Option A: The Service provider makes no further representations or warranties.

16. Force Majeure

• Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, natural disasters, or government regulations.
  • Option A: The force majeure event must render performance impossible, not merely more difficult or expensive.
  • Option B: Exclude this clause entirely.

17. Notice

• 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, or sent by email to the addresses set forth above.
  • Option A: Only certified mail will be acceptable form of notice.

18. Assignment and Subcontracting

• Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
  • Option A: Assignment is fully permissible.
  • Option B: Assignment is strictly prohibited.
  • Option C: Subcontracting is permissible with written approval from client.

19. Entire Agreement and Amendment

• 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.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
  • Option A: Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
  • Option B: Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
  • Option C: Counterparts/Electronic Signatures: 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 be binding.

20. Special Wisconsin Considerations

• This section contains clauses that may be required or beneficial under Wisconsin law. These clauses should be reviewed carefully and modified or removed if they are not applicable to your specific situation.
  • Consumer Service Contracts: For consumer service contracts, explicit disclosure requirements may apply under Wisconsin law.
  • Right to Cancel: For certain door-to-door or home improvement services, the Client may have a mandatory right to cancel the contract. [Include appropriate right-to-cancel notice if required].
  • Wisconsin Fair Dealership Law: This Agreement is NOT intended to create a "dealership" as defined in the Wisconsin Fair Dealership Law, and the provisions of that law shall NOT apply.
• Automatic Renewal Law: The parties intend that this agreement comply with or be exempt from Wisconsin's automatic renewal law. Any automatic renewal provision is conspicuous and clearly disclosed.

21. Special Regulatory Clauses (Optional)

• This section contains clauses that may be required or beneficial for services involving regulated professions in Wisconsin. These clauses should be reviewed carefully and modified or removed if they are not applicable to your specific situation.
  • Mechanic's Lien Notice: [Include appropriate mechanic's lien notice if applicable].
  • Home Improvement Practices Code Disclosures: [Include required disclosures under the Wisconsin Home Improvement Practices Code if applicable].

22. Privacy and Data Security (Optional)

• Privacy: The Service Provider shall comply with all applicable federal and Wisconsin privacy laws in connection with its performance of the services under this Agreement.
• Data Security: The Service Provider shall implement and maintain reasonable security measures to protect the Client’s data from unauthorized access, use, or disclosure.

23. Escalation or Project Management Procedures (Optional)

• Escalation: In the event of a dispute or issue arising under this Agreement, the parties shall follow the following escalation procedure: [Detailed escalation procedure].

24. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. [Service Provider Legal Name] By: [Service Provider Representative Name] Title: [Service Provider Representative Title] Date: [Date] [Client Legal Name] By: [Client Representative Name] Title: [Client Representative Title] Date: [Date] (Optional)

25. Notarization

State of Wisconsin ) ) ss County of [County] ) On this [Day] day of [Month], [Year], before me, the undersigned, a notary public in and for said state, personally appeared [Name of person notarized], known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he/she executed the same for the purposes therein contained. In witness whereof, I hereunto set my hand and official seal. ____________________________ Notary Public My Commission Expires: ____________________________