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Service Agreement

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GENERAL SERVICE AGREEMENT

THIS GENERAL SERVICE AGREEMENT (the "Agreement") is dated this ________ day of ________________, ________.

Client

____________________________________________________
(the "Client")

Contractor

____________________________________________________
(the "Contractor")
  1. BACKGROUND
  2. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
  3. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

  1. Services Provided
  2. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):
    • _______________________________________________________________
      _______________________________________________________________.

  3. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
  4. Term of Agreement
  5. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
  6. Performance
  7. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
  8. Currency
  9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
  10. Compensation
  11. The Contractor will charge the Client a flat fee of $__________ for the Services (the "Compensation").
  12. The Client will be invoiced when the Services are complete.
  13. Invoices submitted by the Contractor to the Client are due within 30 days of receipt.
  14. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
  15. Reimbursement of Expenses
  16. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
  17. All expenses must be pre-approved by the Client.
  18. Confidentiality
  19. Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
  20. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
  21. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
  22. Ownership of Intellectual Property
  23. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
  24. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
  25. Return of Property
  26. Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
  27. Capacity/Independent Contractor
  28. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
  29. Right of Substitution
  30. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
  31. In the event that the Contractor hires a sub-contractor:
    • the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.
    • for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
  32. Autonomy
  33. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
  34. Equipment
  35. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
  36. No Exclusivity
  37. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
  38. Notice
  39. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
    • ______________________
      ______________________________
    • ______________________
      ______________________________

    or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

  40. Indemnification
  41. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
  42. Modification of Agreement
  43. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
  44. Time of the Essence
  45. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  46. Assignment
  47. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
  48. Entire Agreement
  49. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  50. Enurement
  51. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
  52. Titles/Headings
  53. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  54. Gender
  55. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  56. Governing Law
  57. This Agreement will be governed by and construed in accordance with the laws of the State of.
  58. Severability
  59. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
  60. Waiver
  61. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.

_______________________________
______________________ (Client)
_______________________________
______________________ (Contractor)
Service Agreement Page of
©2002-2021 LawDepot.com®

Last Updated: December 1, 2021

What is a Service Agreement?

A Service Agreement is a contract used between a service provider and a client (or customer) that outlines the exchange of services for compensation.

A Service Agreement describes the terms of service, and should include a description of the work, the price for the service, assurances, and the contractor’s and client’s contact information. A service contract can be used for one specific job or an ongoing position that doesn't have an end date when the contract is signed.

Service Agreements are usually necessary when a job’s terms become more complex or need a detailed explanation.

A Service Agreement is also known as a/an:

  • General Service Contract
  • Independent Contractor Agreement
  • Consulting Services Agreement

When should I use a written Service Agreement?

Service providers should use Service Agreements any time they perform a service for a client. The agreement protects their interests and ensures they receive compensation. It’s a good idea to document the pay rate for services, invoicing frequency, and insurance clauses.

Clients should use a Service Agreement whenever they hire a service provider to perform a paid task. The agreement establishes the exact details of the arrangement, including compensation, duties, and confidentiality, if required.

What kind of service providers should use a Service Agreement?

A service provider is anyone who provides a service to another party. While it’s not mandatory for all service providers to use a Service Agreement, some common examples of service providers that use service contracts include:

How do I write a Service Agreement?

You can easily create a Service Agreement by filling out LawDepot's questionnaire. Using our template will ensure you complete the necessary steps:

1. State how long the services are needed

Start your Service Agreement by stating how long the contractor will need to provide the service.

The agreement can be for:

  • A single job: As long as it takes to complete the job
  • A fixed-term: A specified date and then comes to an end
  • Indefinitely: As long as the work is ongoing

2. Include the state where the work is taking place

States may have labor laws that differ from others. Include which state the work is taking place, and LawDepot will customize your Service Agreement to meet your local laws.

The Fair Labor Standards Act governs federal labor laws. It’s also important to note that the Service Contract Act of 1965 dictates that for any contract in excess of $2,500 service providers must pay their employees minimum wage.

3. Describe the service being provided

Include an accurate description of exactly what the service provider will do for the length of the agreement. Providing a detailed description reduces the risk of misunderstandings later.

An accurate description of services gives the contractor and client a clear idea of what to expect.

For example, if a client hires a contractor to install an internet modem in their home, the Service Agreement might include that the contractor is responsible for:

  • Providing the modem and affixing it
  • Running Ethernet cables through the property
  • Handling quality assurance to make sure the unit works properly.

4. Provide the contractor’s and client’s information

Include the contractor’s and client’s contact information. State whether each party is an individual or organization, and include their names and addresses. You can list as many as four contractors or clients in your document.

Having the service provider's and client’s information in the Service Agreement helps it act as a convenient reference if either party needs to contact the other.

5. Outline the compensation

There are many factors to consider when deciding how compensation will be exchanged, including:

  • Pay rate
  • Sale tax
  • Payment schedule
  • Interest for late payments
  • Consequences of non-performance

Billing details

A Service Agreement needs to include how much money the contractor will make for the job. Decide the rate the service provider will charge and include the payment amount. Also, specify if the amount will consist of a sale tax or whether the tax will be added later.

If the contractor and client agree on a different payment method, describe the compensation. For example, the client may prefer to pay with money and shares of stock.

Deposit

State the deposit amount if a deposit is part of your agreement.

A deposit is a sum of money that the client gives the contractor before work begins. It acts as security or collateral for the delivery of a service. Depending on the client’s trustworthiness and financial stability, a deposit is usually 10 to 50% of the total contract amount.

Payment Schedule

Describe when the client will make payments to the contractor. The options available depend on the duration of your contract. A one time job is usually paid when the job is finished. Higher value construction contracts often have a customized payment schedule based on completing various stages of the work. Open ended contracts with no fixed end dates feature periodic invoicing and payments.

Late payments

Set a specific time frame for how long the client has to pay the contractor after receiving an invoice. Typically, 15 to 30 days is sufficient time to pay an invoice. If the customer doesn't pay the amount they owe within the time frame, the contractor can apply an interest rate on late payments.

Reasonable late fees go up to 25% per year on unpaid sums. Usury laws prohibit excessive interest rates, regardless of the Service Agreement's terms. An interest rate that exceeds the maximum rate permitted by state law isn't enforceable.

6. State the agreement’s terms

A Service Agreement also needs to cover the terms and conditions of the working relationship between a contractor and customer.

Reimbursing expenses

There may be instances where the contractor needs to dip into their pocket to keep a project progressing (e.g., gas money for traveling or hotel accommodations).

State in your Service Agreement whether the client will need to reimburse the contractor for work-related expenses. If so, specify the guidelines for additional costs. For example, the client may prefer the contractor to seek pre-approval before doing any additional spending.

Intellectual property

Intellectual property is any work that is a creation of the mind. For example, music, logos, blueprints, software, etc.

Sometimes a contractor needs to get innovative while doing a job. Specify who will own the intellectual property produced during the service between the contractor and client.

Confidentiality

You may choose to include terms addressing confidentiality. This will depend on whether the client prefers to add these clauses to protect sensitive information about themselves or their business.

7. Include any additional clauses

LawDepot's Service Agreement offers users the option to include additional clauses. Some people might use this section to address factors like:

  • Indemnity
  • Return of property
  • Liability
  • Legal expenses

Adding these terms is optional and depends on your personal situation.

8. Describe the signing details

State the date the parties will sign the Service Agreement and whether any witnesses will be present.

If you’re unsure when the parties will sign the document, you can provide the date later. A blank space will be available at the bottom of your agreement.

Related Documents:

  • Independent Contractor Agreement: Outline the terms for a working relationship between an independent contractor and client.
  • Catering Services Agreement: Cover compensation and event details for an agreement between a customer and a caterer.
  • Child Care Contract: Hire a child care provider on a contractual basis.
  • Cleaning Services Agreement: Outline terms and conditions for a working relationship between a client and a cleaning services provider.
  • Computer Services Agreement: Outline the terms and conditions for a working relationship between a customer and a computer-based service provider (like installations, updates, or repairs).
  • Consulting Agreement: Create a contract between a client and a consultant that addresses a description of the work, payment details, intellectual property rights, and more for both parties.
  • Employment Contract: Outline expectations, rights, and responsibilities of an employee.
Sample of LawDepot's Service Agreement template

Sample

Service Agreement

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