Service agreement
This Service Agreement (the “Agreement”) is made as of [Effective date] between [Service provider legal name], with its principal office at [Provider address] (the “Provider”), and [Client legal name], with its principal office at [Client address] (the “Client”).
1. Services
The Provider will provide the following services to the Client: [Description of services] (the “Services”), including the deliverables listed in Schedule A (the “Deliverables”).
The Provider will perform the Services with reasonable skill, care and diligence, in line with generally accepted industry standards and applicable law, using suitably qualified personnel.
2. Schedule
The Services will start on [Start date] and the Provider will use reasonable efforts to complete them by [End date], or on the schedule in Schedule A. Dates depend on the Client meeting its responsibilities in section 4 on time.
3. Fees, expenses and payment
The Client will pay the Provider [Fee] [Currency] [as a fixed fee / per hour / per month], plus applicable taxes. [Fifty percent of the fixed fee is payable on signing and the balance on completion.]
The Client will reimburse reasonable expenses that it approved in writing in advance, at cost, on receipt of supporting documents.
The Provider will invoice [monthly / on milestones in Schedule A]. The Client will pay each invoice within [Payment terms] days of receipt. If the Client disputes part of an invoice in good faith, it will pay the rest and tell the Provider the reasons within 10 days.
Late amounts bear interest at [1 percent per month] or the highest rate permitted by law, if lower. If any undisputed amount is more than 30 days late, the Provider may suspend the Services after giving 7 days' written notice.
4. Client responsibilities
The Client will: provide timely access to the information, people, premises and systems the Provider reasonably needs; make decisions and give approvals promptly; ensure that materials it provides do not infringe anyone's rights; and appoint [Client contact name] as its main contact.
If the Client's delay or failure prevents the Provider from performing, the Provider is not responsible for the resulting delay, and the parties will agree on a fair adjustment to the schedule and fees.
5. Changes
Either party may request a change to the Services. A change is binding only when both parties agree in writing on its effect on scope, schedule and fees. The Provider is not obliged to perform changed or extra work until the change is agreed.
6. Ownership
On receiving full payment, the Client will own the Deliverables created specifically for it, and the Provider assigns to the Client all intellectual property rights in them and waives any moral rights to the extent permitted by law.
The Provider keeps ownership of its pre-existing materials, methods, templates and general know-how. Where those are included in a Deliverable, the Provider grants the Client a non-exclusive, perpetual, royalty-free licence to use them as part of that Deliverable.
Unless the Client objects in writing, the Provider may describe the general nature of the Services in its portfolio, without disclosing Confidential Information.
7. Confidentiality
Each party will keep confidential all non-public information it receives from the other in connection with this Agreement (“Confidential Information”), use it only for this Agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the recipient, already known to it, independently developed, or lawfully received from a third party. A party may disclose Confidential Information if required by law, after giving notice where permitted. These obligations last for [3] years after this Agreement ends.
Each party will handle any personal information it receives under this Agreement in line with applicable privacy law.
8. Warranties
Each party warrants that it has the authority to enter into this Agreement. The Provider warrants that the Services will be performed as described in section 1 and that, to its knowledge, the Deliverables will not infringe third-party rights. If the Client notifies the Provider within [30] days of delivery that a Deliverable does not materially meet Schedule A, the Provider will correct it at no extra charge. Otherwise, to the extent permitted by law, all other warranties and conditions are excluded.
9. Liability and insurance
Neither party is liable for indirect, special or consequential damages or lost profits. Each party's total liability under this Agreement is limited to the fees paid and payable under it in the [12] months before the claim. These limits do not apply to the Client's payment obligations, breach of section 7, infringement of the other party's intellectual property, fraud, or wilful misconduct.
The Provider will carry [commercial general liability and professional liability] insurance with limits of at least [Amount] and provide evidence on request.
10. Term and termination
This Agreement starts on the Effective Date and continues until the Services are complete [or until End date], unless ended earlier.
Either party may end this Agreement by [30] days' written notice for any reason. Either party may end it immediately by written notice if the other materially breaches it and does not fix the breach within 15 days after notice, or becomes insolvent.
On termination, the Client will pay for Services performed and expenses incurred up to the termination date, and the Provider will deliver work completed to that date. Sections 3, 6, 7, 9 and 11 onward survive.
11. Relationship and non-solicitation
The Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, agency or joint venture relationship.
During this Agreement and for [6] months afterwards, neither party will solicit for employment the other's personnel who worked directly on the Services, except through general advertising not aimed at them.
12. Governing law and disputes
This Agreement is governed by the laws of [Province or state] and the federal laws of [Country] that apply there, without regard to conflict-of-laws rules that would apply the law of another place.
If a dispute arises, the parties will first try in good faith to resolve it by discussion between people with authority to settle it, for at least 30 days after one of them gives written notice describing the dispute. If the dispute is not resolved in that time, either of them may start proceedings in the courts located in [City, Province or state], and each submits to the non-exclusive jurisdiction of those courts.
Nothing in this section prevents anyone from seeking urgent injunctive or other interim relief from any court with jurisdiction to protect confidential information, intellectual property or property, or to prevent irreparable harm.
13. Notices
Any notice under this Agreement must be in writing and delivered by hand, by courier, by registered mail, or by email to the address shown in the signature block or another address given by notice.
A notice is received: when delivered, if delivered by hand or courier on a business day before 5:00 PM local time at the place of receipt, and otherwise on the next business day; on the fifth business day after mailing, if sent by registered mail; and when sent, if sent by email before 5:00 PM local time of the recipient on a business day with no automated message that it was not delivered, and otherwise on the next business day.
Routine operational communications may be sent by any reasonable means, but a notice of breach, termination or a claim must also be sent by a method listed above.
14. Entire agreement and general terms
Entire agreement. This Agreement, including any schedules and documents it expressly refers to, is the entire agreement about its subject matter and replaces all earlier discussions, proposals and agreements about that subject matter, whether written or oral.
Amendments and waivers. A change to this Agreement is effective only if it is in writing and signed by each party. A failure or delay in enforcing a right is not a waiver of it, and a waiver of one breach is not a waiver of any other breach.
Assignment. No party may assign this Agreement without the prior written consent of the others, which will not be unreasonably withheld, except that an organization may assign it without consent to a successor to all or substantially all of its relevant business or assets by giving written notice. This Agreement binds and benefits the parties and their permitted successors and assigns.
Severability. If any provision is found invalid or unenforceable, it will be limited or removed to the minimum extent necessary, and the rest of this Agreement stays in full force.
Interpretation. Headings are for convenience only. The words “including” and “includes” mean “including without limitation”. Amounts are in [Currency] unless stated otherwise. A reference to a law includes any amendment or replacement of it.
Language. The parties have expressly required that this Agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente entente et tous les documents connexes soient rédigés en anglais.
15. Counterparts and electronic signatures
This Agreement may be signed in any number of counterparts, each of which is an original and all of which together form one document.
The parties agree that this Agreement may be signed and delivered electronically, including through an electronic signature service such as eSora Sign. An electronic signature, and a signed copy delivered by email or as a PDF, has the same legal effect as a handwritten signature on a paper original, to the extent permitted by applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as adopted in the relevant state, Part 2 of the Personal Information Protection and Electronic Documents Act (PIPEDA), and provincial electronic commerce legislation in Canada.
Each party consents to receive this Agreement and related notices electronically, and agrees that the electronic record of the signing process, including any certificate of completion and audit trail, may be used as evidence that this Agreement was signed and of when it was signed.
Schedule A: Deliverables and schedule
Deliverable 1: ______________________________ Due: __________
Deliverable 2: ______________________________ Due: __________
Deliverable 3: ______________________________ Due: __________
Acceptance criteria: ______________________________
Signatures
By signing below, each signer confirms that they have read and agree to this Agreement and, where they sign for an organization, that they are authorized to bind it.
SERVICE PROVIDER
Organization: [Legal name of organization]
Name: ______________________________
Title: ______________________________
Signature: ______________________________
Date: ______________________________
Email for notices: ______________________________
CLIENT
Organization: [Legal name of organization]
Name: ______________________________
Title: ______________________________
Signature: ______________________________
Date: ______________________________
Email for notices: ______________________________