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Service Agreement Template

Professional contract template for agencies and consultants to protect their work.

Category
legal_regulation
Format
Legal Doc
Skill Level
Intermediate
Time to Complete
45 mins

What's Inside

[“Project terms”, “Payment schedule”, “Liability limitations”, “Dispute resolution”]

How to Use

[“Customize the project details”, “Adjust payment terms”, “Send for review”, “Execute before starting work”]

Getting Started

[“Define the project scope”, “Determine the total project fee”, “Collect client billing info”]

Template

Service Agreement Template

Effective Date: [Date] Between: [Service Provider Legal Name] (“Provider”) And: [Client Legal Name] (“Client”)

1. Services

1.1 Description of Services

Provider agrees to provide the following services (the “Services”):

[Detailed description of services to be provided, including:

  • Specific deliverables
  • Scope of work
  • Performance standards
  • Acceptance criteria ]

1.2 Statement of Work

A detailed Statement of Work (SOW) for each project/engagement is attached as Exhibit A and incorporated herein by reference. If there is a conflict between this Agreement and any SOW, the SOW controls for that specific engagement.

1.3 Professional Standards

Provider shall perform Services in a professional manner consistent with industry best practices and standards for similar services. Provider shall use Provider’s best efforts to meet all timelines and deliverables specified.

2. Term and Termination

2.1 Initial Term

This Agreement shall commence on the Effective Date and continue for [1 year / until completion of services], unless earlier terminated in accordance with this Section 2.

2.2 Renewal

This Agreement shall automatically renew for successive [1-year] periods unless either party provides [30] days written notice of non-renewal prior to expiration.

2.3 Termination for Convenience

Either party may terminate this Agreement for any reason with [30 / 60] days written notice to the other party, provided:

  • Termination is effective at the end of the notice period
  • Client pays Provider for all Services performed through the termination date
  • Provider refunds any prepaid amounts for Services not performed

2.4 Termination for Cause

Either party may terminate immediately upon written notice if:

  • The other party materially breaches this Agreement and fails to cure within [10] days of receiving written notice
  • The other party becomes insolvent or files for bankruptcy
  • The other party ceases operations

2.5 Effect of Termination

Upon termination:

  • Provider shall cease Services (except as needed to wind down)
  • Client shall pay Provider for all Services performed through termination date
  • Sections [specify sections] shall survive termination

3. Fees and Payment

3.1 Fees

Client shall pay Provider the following fees for Services:

[Select one option]

Option A - Fixed Fee:

  • Total fee: $[Amount] for the engagement
  • Payment schedule: [e.g., 50% upon signing, 50% upon completion]

Option B - Time and Materials:

  • Hourly rate: $[Amount] per hour
  • Monthly cap: $[Amount] (if applicable)
  • Billing frequency: Monthly in arrears

Option C - Retainer + Usage:

  • Monthly retainer: $[Amount]
  • Includes: [number] hours per month
  • Overage rate: $[Amount] per hour
  • Retainer paid on the [1st] of each month

3.2 Out-of-Pocket Expenses

Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in performing Services, including:

  • [Travel, if applicable]
  • [Software licenses, if applicable]
  • [Hardware, if applicable]

Expenses must be documented with receipts and invoiced monthly.

3.3 Invoicing and Payment Terms

  • Provider shall submit invoices [weekly / monthly] for Services performed
  • Client shall pay invoices within [15 / 30] days of receipt
  • Late payments accrue interest at [0.5% to 1.5%] per month or the maximum allowed by law
  • All fees are exclusive of applicable sales tax, VAT, or similar taxes, which Client shall pay

3.4 Payment Method

Payment shall be made via [bank transfer / check / credit card / ACH] to:

[Provider payment details]

4. Intellectual Property

4.1 Pre-Existing IP

All intellectual property, tools, methodologies, templates, and processes owned by Provider prior to or independent of this engagement (the “Provider IP”) remain Provider’s exclusive property. Client receives a license to use Provider IP only as necessary to receive and benefit from the Services.

4.2 Work Product

Intellectual property created specifically for Client during performance of Services (“Work Product”) shall be:

[Select one]

Option A - Client Ownership:

  • Work Product is owned by Client upon full payment
  • Provider retains the right to use general methodologies and learnings in future engagements

Option B - Provider Ownership with License:

  • Work Product is owned by Provider
  • Client receives a perpetual, non-exclusive license to use Work Product for Client’s internal business purposes

Option C - Joint Ownership:

  • Work Product is jointly owned by Provider and Client
  • Either party may license or use Work Product without accounting to the other

4.3 Moral Rights

[If applicable in your jurisdiction] Provider waives any moral rights in Work Product to the extent permitted by law.

5. Confidentiality

5.1 Confidential Information

Each party acknowledges that it may receive confidential information from the other party, including business plans, technical data, financial information, and client lists. Each party agrees to:

  • Maintain confidentiality using reasonable security measures
  • Limit access to employees/representatives with need-to-know
  • Not disclose to third parties without prior written consent
  • Return or destroy confidential information upon request

5.2 Permitted Disclosures

Confidential information may be disclosed:

  • To the extent required by law or court order (with notice to the other party)
  • To legal advisors and accountants under professional confidentiality obligations
  • As mutually agreed in writing

6. Representations and Warranties

6.1 Provider Representations

Provider represents and warrants that:

  • Provider has full authority to enter into this Agreement
  • Services will be performed in a professional, workmanlike manner
  • Services will comply with all applicable laws and regulations
  • Provider will not infringe any third-party intellectual property rights
  • Provider has disclosed any conflicts of interest

6.2 Client Representations

Client represents and warrants that:

  • Client has full authority to enter into this Agreement
  • Client will provide all necessary information and access for Provider to perform Services
  • Client’s use of Services/Work Product will comply with all applicable laws

6.3 Disclaimer

EXCEPT AS EXPRESSLY STATED HEREIN, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. Limitation of Liability

7.1 Cap on Liability

IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID (OR PAYABLE) BY CLIENT IN THE [12] MONTHS PRECEDING THE CLAIM.

7.2 Exclusion of Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Indemnification

[OPTIONAL - adjust based on service type]

Provider shall indemnify Client against third-party claims that the Work Product infringes any patent, copyright, or trademark, provided Client:

  • Promptly notifies Provider of the claim
  • Gives Provider sole control of defense and settlement

8. Independent Contractor Status

[If Provider is an independent contractor]

Provider is an independent contractor and not an employee of Client. This Agreement does not create an employment, partnership, or joint venture relationship. Provider is responsible for:

  • All taxes, withholdings, and payroll obligations
  • Workers’ compensation and liability insurance
  • Compliance with applicable employment laws

9. Confidentiality and Non-Solicitation

9.1 Non-Solicitation

During the term of this Agreement and for [1 / 2] years thereafter, neither party shall:

  • Solicit for employment the other party’s employees who worked on this engagement
  • Encourage employees to leave their employment

[Exception: public job postings do not violate this provision]

9.2 Restrictions

[If applicable to your situation]

During the term and for [1] year after termination, Provider shall not:

  • Compete with Client’s business in [specify geographic area and industry]
  • Solicit Client’s customers for competing services

10. Governing Law and Dispute Resolution

10.1 Governing Law

This Agreement shall be governed by the laws of [State/Country], without regard to conflict of laws principles.

10.2 Dispute Resolution

[Select one approach]

Option A - Litigation: Both parties consent to the exclusive jurisdiction of the courts located in [County/City, State].

Option B - Mediation then Arbitration:

  • First, parties shall attempt to resolve disputes through good faith negotiation
  • If unresolved within [30] days, disputes shall be submitted to binding arbitration
  • Arbitration shall be conducted under [rules, e.g., AAA Commercial Arbitration Rules]
  • The prevailing party may recover reasonable attorneys’ fees and costs

11. General Provisions

11.1 Entire Agreement

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements, whether oral or written.

11.2 Amendment and Modification

No amendment or modification of this Agreement is valid unless in writing and signed by both parties.

11.3 Severability

If any provision is found invalid or unenforceable, the remaining provisions shall continue in full effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid.

11.4 Waiver

No waiver of any provision or breach is effective unless in writing. Waiver of one breach does not constitute waiver of any other breach.

11.5 Assignment

Neither party may assign this Agreement or its rights/obligations hereunder without the prior written consent of the other party, except:

  • Provider may assign to a successor company with Client’s consent
  • Client may assign to an affiliate without Provider’s consent if Client remains liable

11.6 Notices

All notices shall be in writing and delivered by:

  • Email (with read receipt or confirmation)
  • Personal delivery
  • Overnight courier
  • Certified mail, return receipt requested

To Provider: [Name] [Address] [Email] [Phone]

To Client: [Name] [Address] [Email] [Phone]

11.7 Counterparts and Electronic Signatures

This Agreement may be signed in counterparts, each of which shall be deemed an original. Electronic signatures (including DocuSign, etc.) are acceptable and binding.

11.8 Relationship of Parties

This Agreement does not create an employment, partnership, or joint venture relationship. Each party is an independent entity.

12. Special Provisions

[Add any custom provisions specific to your industry or business model, such as:

  • Data privacy and GDPR compliance
  • Service level agreements (SLAs)
  • Audit and compliance rights
  • Insurance requirements
  • Background check requirements ]

13. Signatures

By signing below, both parties acknowledge that they:

  • Have read and understand this Agreement
  • Are authorized to enter into this Agreement
  • Agree to be bound by its terms and conditions

PROVIDER:

Signature: _________ Date: ____

Name (Print): _____________

Title: _____________

Company: _____________

Federal ID / Tax ID: _____________

CLIENT:

Signature: _________ Date: ____

Name (Print): _____________

Title: _____________

Company: _____________

Attachments

Exhibit A: Statement of Work

  • [Attach project-specific SOW]

Exhibit B: Schedule of Fees

  • [Attach detailed fee schedule, if applicable]

How to Use This Template

  1. Select options that apply to your situation (Fixed Fee vs. T&M, Client vs. Provider IP ownership, etc.)
  2. Customize blanks with specific terms (duration, payment schedule, services description)
  3. Add exhibits with detailed SOWs and fee schedules
  4. Review with counsel before signing
  5. Keep original copies signed by both parties
  6. Update annually as terms change or new standards apply

Last Updated: [Date]

For questions or updates, contact: [Your Email]