Wyoming service contract template

Wyoming Service Contract

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

• [Service Provider's Full Legal Name], residing at [Service Provider's Mailing Address], with phone number [Service Provider's Phone Number] and email address [Service Provider's Email Address] (hereinafter referred to as “Service Provider”), and
• [Client's Full Legal Name], residing at [Client's Mailing Address], with phone number [Client's Phone Number] and email address [Client's Email Address] (hereinafter referred to as “Client”).

1. Services

• Description of Services: The Service Provider agrees to provide the following services to the Client: [Detailed Description of Services, Scope of Work].
• Scope of Work:
  • Option A: The scope of work shall include, but not be limited to, [Specific tasks and responsibilities].
  • Option B: The scope of work is limited to [Specific tasks and responsibilities]. Any additional services will require a separate agreement and compensation.
• Deliverables: The Service Provider will provide the following deliverables: [List of Deliverables].
• Service Standards: Services shall be performed in a professional and workmanlike manner, consistent with industry standards.

2. Service Location and Mode of Delivery

• Location of Services:
  • Option A: The services will be performed at [Location of Services].
  • Option B: The services will be performed remotely.
  • Option C: Hybrid - A combination of on-site at [Location of Services] and remote work.
• Multiple Locations:
  • Option A: Services will be performed at multiple locations as follows: [List of Locations].
  • Option B: Services will be performed only at the single location specified above.

3. Term and Termination

• Term of Contract:
  • Option A: This Agreement shall commence on [Start Date] and shall continue for a fixed period ending on [End Date].
  • Option B: This Agreement shall commence on [Start Date] and shall continue on an ongoing basis until terminated as provided herein.
• Renewal:
  • Option A: This Agreement shall automatically renew for successive terms of [Renewal Term Length] unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
  • Option B: This Agreement shall not automatically renew. Renewal requires a written agreement signed by both parties.
• Termination: Either party may terminate this Agreement:
  • Option A: For convenience, upon [Number] days written notice to the other party.
  • Option B: For cause, if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after written notice thereof.

4. Compensation

• Total Price: The Client shall pay the Service Provider a total fee of [Total Price].
• Payment Schedule:
  • Option A: Payments shall be made according to the following schedule: [Payment Schedule, e.g., Milestones, Advance Deposit].
  • Option B: Payments shall be made upon completion of services, according to invoices submitted by the Service Provider.
• Payment Methods: Payment shall be made by [Payment Method, e.g., Check, ACH, Wire Transfer].
• Late Payment: Late payments shall accrue interest at a rate of [Interest Rate] per month.
• Expenses and Reimbursements:
  • Option A: Client shall reimburse Service Provider for reasonable and necessary expenses incurred in connection with the performance of services, subject to prior written approval.
  • Option B: Client shall not be responsible for any expenses incurred by the Service Provider.
• Pricing Adjustment:
  • Option A: The pricing of the services may be adjusted annually, based on the Consumer Price Index (CPI) or another pre-agreed upon benchmark, with a maximum adjustment of [Percentage] per year.
  • Option B: The pricing is fixed for the duration of the initial term of this Agreement, unless otherwise agreed upon in writing by both parties.

5. Roles and Responsibilities

• Service Provider Responsibilities: The Service Provider shall be responsible for [List of Responsibilities].
• Client Responsibilities: The Client shall be responsible for [List of Responsibilities].

6. Changes in Services

• Change Orders: Any changes to the scope of work must be documented in a written change order signed by both parties.
• Amendment Procedures: This Agreement may be amended only by a written instrument signed by both parties.
• Handling Change Requests: All change requests must be submitted in writing to [Party to Receive Change Requests].

7. Intellectual Property

• Pre-Existing Materials: Each party shall retain ownership of its pre-existing intellectual property.
• Ownership of Work Product:
  • Option A: The Client shall own all rights, title, and interest in and to all work product created by the Service Provider in connection with this Agreement.
  • Option B: The Service Provider shall own all rights, title, and interest in and to all work product created by the Service Provider in connection with this Agreement, but grants to the Client a [Exclusive/Non-Exclusive] license to use such work product.

8. Confidentiality

• Confidential Information: Both parties agree to hold confidential all information disclosed by the other party in connection with this Agreement.
• Confidentiality Period: This confidentiality obligation shall continue for a period of [Number] years after the termination of this Agreement.
• One-Way vs. Mutual:
  • Option A: This is a mutual confidentiality agreement, with obligations on both parties.
  • Option B: Only the Service Provider is obligated to keep the Client's information confidential.

9. Non-Solicitation/Non-Competition

• Non-Solicitation: During the term of this Agreement and for a period of [Number] years thereafter, neither party shall solicit for employment any employee of the other party.
• Non-Competition: During the term of this Agreement and for a period of [Number] years thereafter, the Service Provider shall not engage in any business that is directly competitive with the Client's business within [Geographic Area]. Note: Wyoming law requires such clauses to be reasonable in time, scope and geography to be enforceable.
• Degree of Restriction:
  • Option A: The non-competition restrictions are intended to be narrowly tailored to protect the Client's legitimate business interests.
  • Option B: The non-competition restrictions are intended to provide broad protection for the Client's business.

10. Insurance and Liability

• Insurance Requirements: The Service Provider shall maintain the following insurance coverage: [List of Insurance Coverage, e.g., General Liability, Professional Liability, Workers' Compensation].
• Indemnity: The Service Provider shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or in connection with the Service Provider's performance of services under this Agreement, except to the extent caused by the Client's negligence or willful misconduct.
• Limitation of Liability: In no event shall either party be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Agreement. The Service Provider's total liability under this agreement shall not exceed [Dollar Amount]. Note: Wyoming law may limit the enforceability of certain limitation of liability clauses.

11. Representations and Warranties

• Service Provider Representations: The Service Provider represents and warrants that it has the legal authority to enter into this Agreement and that the services will be performed in a professional and workmanlike manner.
• Client Representations: The Client represents and warrants that it has the legal authority to enter into this Agreement.
• Warranty Against Infringement: Service Provider warrants that its services will not infringe any third party's intellectual property rights.

12. Independent Contractor Status

• Independent Contractor: The parties agree that the Service Provider is an independent contractor and not an employee of the Client. The Service Provider shall be responsible for its own taxes and benefits. This Agreement does not create a partnership or joint venture.

13. Termination Provisions

• Termination for Convenience: Either party may terminate this agreement upon [Number] days written notice.
• Termination for Breach: If either party breaches this agreement, the other party may terminate the agreement if the breach is not cured within [Number] days of written notice.
• Procedure for Termination: Upon termination, the Service Provider shall return all Client property and shall be entitled to payment for services performed up to the date of termination.

14. Dispute Resolution

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming.
• Venue: Any legal action arising out of or in connection with this Agreement shall be brought in the state or federal courts located in [County Name] County, Wyoming.
• Dispute Resolution Method:
  • Option A: Any dispute arising out of or in connection with this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
  • Option B: The parties agree to first attempt to resolve any dispute through good faith negotiation. If negotiation fails, the parties agree to attempt mediation before pursuing any other legal remedies.

15. Compliance with Laws

• Compliance: Both parties shall comply with all applicable federal, state, and local laws and regulations. This includes, but is not limited to, Wyoming state laws.

16. Force Majeure

• Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, fire, flood, or other natural disaster.
• Period of Force Majeure: If a Force Majeure event persists for longer than [Number] days, either party may terminate this agreement upon written notice.

17. Assignment and Subcontracting

• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
• Subcontracting: The Service Provider may subcontract portions of the services with the Client's prior written approval.

18. Miscellaneous

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

19. 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, return receipt requested, or sent by overnight courier to the addresses set forth above.

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

____________________________
[Service Provider's Full Legal Name]
[Service Provider's Title]

____________________________
Signature

____________________________
[Client's Full Legal Name]
[Client's Title]

____________________________
Signature