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Service Agreement

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GENERAL SERVICE AGREEMENT

THIS GENERAL SERVICE AGREEMENT (the "Agreement") dated this 8th day of November, 2024

BETWEEN:

______________________ of ______________________________, _________________________, __________, __________
(the "Client")

- AND -

______________________ of ______________________________, _________________________, __________, __________
(the "Contractor").

BACKGROUND:

  1. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide  services to the Client.
  2. 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. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
  7. Performance
  8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
  9. Currency
  10. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars)
  11. Compensation
  12. The Contractor will charge the Client a flat fee of $0.00 for the Services (the "Compensation").
  13. The Client will be invoiced when the Services are complete.
  14. Invoices submitted by the Contractor to the Client are due within 30 days of receipt.
  15. 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.
  16. 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.
  17. Reimbursement of Expenses
  18. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
  19. All expenses must be pre-approved by the Client.
  20. Confidentiality
  21. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
  22. 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.
  23. 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.
  24. Ownership of Intellectual Property
  25. 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, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
  26. 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.
  27. Return of Property
  28. 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.
  29. Capacity/Independent Contractor
  30. 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.
  31. Notice
  32. 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.

  33. Indemnification
  34. 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.
  35. Modification of Agreement
  36. 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.
  37. Time of the Essence
  38. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  39. Assignment
  40. 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.
  41. Entire Agreement
  42. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  43. Enurement
  44. 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.
  45. Titles/Headings
  46. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  47. Gender
  48. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  49. Governing Law
  50. This Agreement will be governed by and construed in accordance with the laws of the State of ____________________
  51. Severability
  52. 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.
  53. Waiver
  54. 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 8th day of November, 2024.
 



_______________________________
__________________________(Client)
 



_______________________________
__________________________(Contractor)

Service Agreement Information

A Service Agreement is also known as a:

  • Master service agreement
  • Service contract
  • General service agreement

What is a Service Agreement?

A written Service Agreement is a contract that defines the terms and conditions of a working arrangement between a contractor and their client. This type of contract outlines a service that a contractor provides to a client in exchange for compensation.

If you are a contractor who provides services, use a Service Agreement to clearly define the service and pricing terms to your client. As a client, if your contractor doesn’t initiate a written agreement, you can create one to prevent future disagreements and ensure accountability.

You can use a Service Agreement for a single project, a job that ends on a specific date, or work that is ongoing.

What is a service-level agreement?

A service-level agreement is a contract that a client and service provider can use to outline the expected standard of service. This type of agreement may outline quality standards, response times, delivery times, and more. This type of agreement is most relevant in commercial agreements.

Instead of using a service-level agreement, you may use LawDepot’s Service Agreement and include the service standards as additional clauses.

Who are the parties to a Service Agreement?

Within a Service Agreement, there’s a contractor and a client. The contractor provides a service for the client, who pays the contractor for their work. Either party can be an individual or an organisation. Also, the client might be two or more people, such as a married couple. Similarly, the contractor could be two or more partners who all sign the agreement.

What is a contractor?

A contractor is a skilled person (or organisation) who provides services for other parties. Often, individual contractors are self-employed and run their own business.

If an organisation hires a contractor, they hire the contractor as an external worker, rather than as an employee, for a set time (or project). For example, a company may hire a freelance accountant rather than employing one in-house.

Outsourcing work (such as IT, design, or delivery services) to contractors is very common and allows clients to access the exact services they need without hiring new staff. Contractors can come from every industry and include labourers, skilled tradespeople, and freelancers.

Typically, contractors:

  • Have more than one client
  • Send invoices to their clients
  • Use their own tools or equipment
  • May hire employees or subcontractors to help complete services
  • Don’t receive employment benefits from clients

What are the elements of a Service Agreement?

To create an effective Service Agreement, address the following details:

  • Service duration: Specify whether the contractor will provide service for a single job, a specific period of time, or indefinitely.
  • Service details: Describe the service that the client hires the contractor to provide.
  • Contractor and client information: Specify if each party is an individual or company and provide their names and addresses.
  • Billing details: Outline how much the contractor will charge and if they’ll charge the client a flat fee, at an hourly rate, or in another way. If the contractor requires a deposit, set a deposit amount. Outline when the client must pay and if they’ll pay in instalments. Set the interest rate for any late payments.
  • Notice periods: If both parties agree that they can end the agreement early, outline the number of days that the terminating party must provide written notice to the other party.
  • Expenses: Decide if the client will reimburse the contractor for reasonable, work-related expenses and if the contractor needs the client’s approval before incurring expenses.
  • Intellectual property ownership: Specify which party owns any intellectual property that the contractor creates. Intellectual property is any work that is a creation of the mind.
  • Confidentiality: Decide if the contractor must keep confidential client information private.
  • Additional clauses: Include any other relevant clauses, such as the level of service that the client expects.

You can create an effective contract with LawDepot’s Service Agreement template by providing all the necessary information. Be clear and specific when describing the job or project that the client requires and indicate any important dates.

Why is creating a Service Agreement important?

Using a Service Agreement benefits both contractors and clients by clearly outlining the terms of their working arrangement. A written agreement provides transparency and accountability for both parties and helps prevent disputes that could arise without a formal agreement.

How do I enforce a Service Agreement?

If your contractor or client breaches your Service Agreement, you should first contact the offending party and request that they fulfil their part of the agreement, pointing out where they are not meeting the terms.

Communicate with the other party in a civil and non-offensive manner to ensure a better chance of compliance. Also, consider providing them with a notice period to give them time to rectify their actions.

If the offending party doesn’t rectify the situation, you can take legal action for breach of contract. Having a witness sign a Service Agreement can give the document more credibility when it comes to asking the court to uphold it.

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