This Service Agreement (the “Agreement”) is entered into as of [Effective Date] by and between [Client Name], with its principal place of business at [Address] (“Client”), and [Service Provider Name], with its principal place of business at [Address] (“Provider”).
1. Services and Deliverables
Provider will perform the services described in Exhibit A (the “Services”) and deliver the outputs listed as deliverables. The Parties will agree on acceptance criteria, milestones, and any dependencies in Exhibit A.
2. Term and Schedule
This Agreement begins on the Effective Date and continues until the Services are completed or terminated under this Agreement. Target timelines and milestone dates are set out in Exhibit A and may be updated by mutual written agreement.
3. Fees and Payment
Client will pay Provider [Fee Amount] according to the schedule in Exhibit B. Invoices are due [Payment Terms] days from receipt. Late payments may accrue interest at [Rate]% per month or the maximum allowed by law.
4. Expenses
Client will reimburse Provider for pre-approved, reasonable out-of-pocket expenses with supporting documentation. Expenses not pre-approved are not reimbursable unless agreed in writing.
5. Change Orders
Any material change to scope, timeline, or price requires a written change order signed by both Parties. Provider is not obligated to begin changed work until a change order is executed.
6. Client Responsibilities
Client will provide timely access to personnel, data, and systems necessary for Provider to perform the Services. Delays caused by Client may result in schedule extensions or additional fees.
7. Confidentiality
Each Party will protect the other Party’s confidential information and use it only for performing this Agreement. Confidentiality obligations survive for [Survival Period] after termination.
8. Intellectual Property
Unless otherwise stated in Exhibit A, deliverables created specifically for Client are owned by Client upon full payment. Provider retains ownership of pre-existing materials and grants Client a non-exclusive license to use them as incorporated in the deliverables.
9. Warranties and Disclaimers
Provider warrants it will perform the Services in a professional and workmanlike manner. Except as stated, the Services are provided “as is” and Provider disclaims all other warranties.
10. Limitation of Liability
Neither Party is liable for indirect, incidental, or consequential damages. Each Party’s total liability under this Agreement is limited to fees paid in the [Prior Period], except for willful misconduct or breach of confidentiality.
11. Indemnification
Each Party will indemnify the other for third-party claims arising from its breach of this Agreement or gross negligence.
12. Termination
Either Party may terminate for material breach with [Notice Period] days’ written notice if the breach is not cured. Upon termination, Client will pay for Services performed through the termination date.
13. Notices
Notices must be in writing and delivered to the addresses above (or as later updated) by email with confirmation or by certified mail.
14. Governing Law
This Agreement is governed by the laws of [Governing Law Jurisdiction].
15. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The Parties will negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent.
16. Entire Agreement
This Agreement constitutes the entire understanding between the Parties and supersedes all prior negotiations, understandings, and agreements. No representations or statements not contained in this Agreement will be binding.
17. Amendment
This Agreement may only be amended or modified by a written document signed by both Parties.
18. Waiver
No waiver of any provision of this Agreement will be deemed or will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver unless otherwise expressly stated.
19. Assignment
Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Client:
Name: [Name]
Title: [Title]
Date: [Date]
Service Provider:
Name: [Name]
Title: [Title]
Date: [Date]
Disclaimer
This template is provided for informational purposes only and does not constitute legal advice. Contraxly is not a law firm and does not provide legal services. You should consult a qualified attorney to obtain advice tailored to your situation. Use of this template is at your own risk, and no liability is accepted for its use.
