Service agreement template

Service agreement

Starting text for counsel. Replace every bracket. Do not ask anyone to sign until a lawyer has adapted this text to the parties and to the law that will govern it.

This service agreement is made on [Effective date] between [Provider legal name], of [Provider address] ("Provider"), and [Client legal name], of [Client address] ("Client"). The Provider will perform the services. The Client will pay for them.

1. Services

The Provider will perform [Services] for the Client. The work starts on [Start date] and the Provider aims to finish the stated work by [Target date]. Work that is not described in [Out of scope] is outside this agreement. A change to the services, the date, or the fee is effective only when both parties sign a short written change. A message in chat is not that change unless counsel writes a different rule.

2. Fees and invoices

The Client pays [Fee] in [Currency]. The price [Tax treatment]. The Provider sends invoices [Invoice timing]. The Client pays each undisputed invoice within [Payment days] days of the invoice date. If a payment is late, the Provider may pause the services after written notice of [Late notice] days, and counsel may add the late charge the governing law allows, written here as [Late charge]. A pause does not erase fees for work already done.

3. Acceptance

The Client reviews each delivery within [Review days] days and either accepts it or rejects it in writing with the reasons. A rejection must point to a failure against the written services, not to a new wish. The Provider then has [Cure days] days to correct that failure. If the Client does not respond within the review period, counsel decides whether silence counts as acceptance and writes that rule before anyone signs. Silence is not acceptance unless that sentence is in the PDF.

4. Client help

The Client supplies the facts, access, and decisions the services need, by [Materials date]. If the Client is late, the target date moves by at least the length of the delay. The Provider may rely on the accuracy of what the Client supplies and does not have to audit the Client's business.

5. Who owns the result

On full payment of the fees then due, the Client receives [Ownership grant] in the deliverables created for this agreement. The Provider keeps its preexisting tools, methods, and templates, listed at [Preexisting tools], and grants the Client a license to use them only as part of the deliverables. Third-party materials stay under their own terms. The Provider may keep general skills and ideas that are not the Client's confidential information.

6. Care of information

Each party keeps the other party's non-public information private and uses it only to perform this agreement. The duty lasts for [Confidentiality period] after the agreement ends. A party may disclose information if the law requires it and, when the law allows, after notice to the other party.

7. Ending the agreement

Either party may end this agreement for convenience with [Notice days] days of written notice. Either party may end it for a material breach that is not fixed within [Cure days] days after written notice of the breach. On ending, the Client pays for services properly performed up to the end date, and the Provider delivers the work in progress that the Client has paid for. Sections on ownership, confidence, and liability survive as their own sentences say.

8. Liability and law

Neither party is liable for lost profits or other indirect loss, except where the governing law does not allow that limit. A party's total liability under this agreement is capped at [Liability cap], except for misuse of confidential information, nonpayment of fees, or a liability the law does not allow the parties to cap. Counsel writes the cap as a real amount or a real formula. The laws of [Governing law] govern this text. The parties name the courts of [Courts]. The signed PDF is the whole agreement about these services.

9. People who perform the services

The Provider may use its own staff and its own subcontractors. The Provider remains responsible for their work and for paying them. The Client does not employ those people and does not set their hours. If a particular person must do the work, counsel names that person at [Key person]. Replacing that person is not a breach when the replacement has comparable skill and the Provider tells the Client before the replacement starts. The Client may not move a Provider person onto the Client's payroll or into the Client's reporting line during the services.

10. Working files

The Provider keeps the working files for [Record period] after the agreement ends and may then delete them, except one copy that a law or an automatic backup requires. During that period the Client may ask for a copy of the final deliverables it has paid for. Rejected drafts are not deliverables unless [Drafts] says the Client is buying them. A change of scope, date, or fee is effective only when both parties sign the note at [Change note]. The Provider does not have to start the changed work before that note is signed.

Signatures

Provider

Name: [Provider signatory name]

Title: [Provider signatory title]

Signature: ______________________________

Date: [Provider signature date]

Client

Name: [Client signatory name]

Title: [Client signatory title]

Signature: ______________________________

Date: [Client signature date]