What is a Service Agreement?

A Service Agreement is created when a service provider and a customer (or client) exchange services for compensation. It can exist in a verbal format (like when a customer visits a hair salon to get a haircut) or in a written format (like a contract a freelance writer might have with a website owner). Written service agreements tend to be more necessary when the terms of the contract become more complex or need to be explained in greater detail. A written service contract describes the terms of service including a description of the work, the price for the service, assurances, and more. It can also be used for one specific job or an ongoing position that does not have an end date at the time the contract is signed.

When should I use a written Service Agreement?

Service providers should use service contracts any time they plan to perform services for clients and wish to protect their own interests and ensure they are compensated accordingly. They might want to document the pay rate for services, invoicing frequency, insurance clauses, and so on. Clients should use service agreements whenever they hire a service provider to perform a paid task in order to establish the exact details of the arrangement, including compensation, duties, and confidentiality, if required.

How do I write a Service Agreement?

Identify the customer and service provider. Include contact information for both parties. Describe the services being provided. Include an accurate and clear description of exactly what the service provider is going to do for the duration of the agreement. The more detailed your description is, the less chance there will be misunderstandings later. For example, if the contractor is hired to install an internet modem in a customer's home, they might include that they are responsible for providing the modem and affixing it, running ethernet cables through the property, and handling quality assurance to make sure the unit works properly. An accurate description of services gives the customer a clear idea of what to expect and lets the service provider know what is expected of them. Outline a payment schedule. Determine the compensation details for your arrangement, including: Pay rate Tax rate Payment schedule Who will pay work-related expenses (e.g. materials or travel) Penalties for late payments or non-performance Establish terms about confidentiality, non-solicitation, and non-competition. You may or may not 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. Non-solicitation and non-competition clauses are also up to the customer and whether he or she wants to prevent the service provider from unfairly competing or soliciting business for a specified period of time. Address ownership of materials. It is best practice to specify which party will retain ownership rights of the materials produced during the work contract. Rights may be retained by the service provider or be exclusively granted to the customer depending on what is agreed upon in the contract. Personalize your Service Agreement. LawDepot's Service Agreement offers users the option to include additional clauses. Some people might address things like indemnity, return of property, liability, or legal expenses in this section. Adding these terms is optional and depends on your personal situation.

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Service Agreement

How long will services be needed?

For a single job - until the work is complete

For a fixed term - until a specified date

Indefinitely - work is ongoing

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GENERAL SERVICE AGREEMENT

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

Client

____________________________________________________

(the "Client")

Contractor

____________________________________________________

(the "Contractor")

BACKGROUND
The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
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:

Services Provided
The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):
- _______________________________________________________________
  _______________________________________________________________.
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.
Term of Agreement
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.
Performance
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Currency
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
Compensation
The Contractor will charge the Client a flat fee of $__________ for the Services (the "Compensation").
The Client will be invoiced when the Services are complete.
Invoices submitted by the Contractor to the Client are due within 30 days of receipt.
In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Contractor.
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.
Reimbursement of Expenses
The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
All expenses must be pre-approved by the Client.
Confidentiality
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.
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.
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.
Ownership of Intellectual Property
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.
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.
Return of Property
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.
Capacity/Independent Contractor
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.
Right of Substitution
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.
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.
Autonomy
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.
Equipment
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.
No Exclusivity
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.
Notice
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:
1. ______________________
  ______________________________
2. ______________________
  ______________________________
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.
Indemnification
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.
Modification of Agreement
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.
Time of the Essence
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Assignment
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.
Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Enurement
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.
Titles/Headings
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Gender
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of.
Severability
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.
Waiver
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.