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Service Agreement Page of
Page of

GENERAL SERVICE AGREEMENT

THIS GENERAL SERVICE AGREEMENT (the "Agreement") dated this 23rd day of October, 2018

BETWEEN:

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 until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.
  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. 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.
  15. 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.
  16. Reimbursement of Expenses
  17. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
  18. All expenses must be pre-approved by the Client.
  19. Confidentiality
  20. 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.
  21. 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 of this Agreement and will survive indefinitely upon termination of this Agreement.
  22. 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.
  23. Ownership of Intellectual Property
  24. 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.
  25. 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.
  26. Return of Property
  27. Upon the expiry 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.
  28. Capacity/Independent Contractor
  29. 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.
  30. Notice
  31. 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.

  32. Indemnification
  33. 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.
  34. Modification of Agreement
  35. 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.
  36. Time of the Essence
  37. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  38. Assignment
  39. 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.
  40. Entire Agreement
  41. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  42. Enurement
  43. 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.
  44. Titles/Headings
  45. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  46. Gender
  47. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  48. Governing Law
  49. This Agreement will be governed by and construed in accordance with the laws of the State of ____________________
  50. Severability
  51. 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.
  52. Waiver
  53. 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 23rd day of October, 2018.

_______________________________
______________________(Client)
_______________________________
______________________(Contractor)
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Service Agreement Information

Alternate Names:

A Service Agreement is also known as a/an:

  • General Service Contract
  • Service-Level Agreement (SLA)
  • Master Service Agreement (MSA)
  • Independent Contractor Agreement
  • Consulting Services Agreement

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.

Related Documents:

  • Independent Contractor Agreement: Outline the terms for a working relationship between an independent contractor and client with an Independent Contractor Agreement.
  • 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 with a Consulting Agreement.
  • Cleaning Services Agreement: Make a Cleaning Services Agreement to outline terms and conditions for a working relationship between a client and a cleaning services provider.
  • Catering Services Agreement: Cover compensation and event details for an agreement between a customer and a caterer with a Catering Services Agreement.
  • Computer Services Agreement: Use a Computer Services Agreement when a provider offers computer-based services (like installations, updates, or repairs) to a customer.
  • Child Care Contract: Hire a child care provider on a contractual basis with a Child Care Contract.
  • Employment Contract: Outline expectations, rights, and responsibilities of an employee with an Employment Contract.

Frequently Asked Questions:

Service Agreement FAQ
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