SERVICE AGREEMENT
This Service Agreement ("Agreement") is entered into as of [Start Date] (the "Effective Date"), by and between:
SERVICE PROVIDER:
[Service Provider Name] ("Provider")
Address: [Service Provider Address]
Email: [Service Provider Email]
CLIENT:
[Client Name] ("Client")
Address: [Client Address]
Email: [Client Email]
(Each a "Party" and collectively the "Parties")
RECITALS
WHEREAS, Provider is in the business of providing professional services; and
WHEREAS, Client desires to engage Provider to perform certain services as described herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. SERVICES
1.1 Description of Services. Provider agrees to perform the following services for Client (the "Services"):
[Description of Services]
1.2 Scope of Work. The specific deliverables, milestones, and tasks shall include:
[Scope of Work]
1.3 Standard of Performance. Provider shall perform the Services in a professional and workmanlike manner, consistent with generally accepted industry standards and practices.
1.4 Independent Contractor Status. Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Provider shall be solely responsible for all taxes, insurance, and benefits associated with compensation received under this Agreement.
2. COMPENSATION
2.1 Hourly Rate. Client agrees to pay Provider at the rate of $[Compensation Amount ($)] per hour for Services rendered under this Agreement. Provider shall submit detailed time records with each invoice.
2.2 Invoicing. Provider shall submit invoices to Client on a bi-weekly or monthly basis, itemizing the hours worked and Services performed during the billing period.
2.3 Payment Terms. All invoices are due and payable within thirty (30) days of receipt.
2.4 Late Payment. Any amount not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less.
2.5 Expenses. Unless otherwise agreed in writing, Provider shall be responsible for all costs and expenses incurred in performing the Services.
3. TERM AND TERMINATION
3.1 Term. This Agreement shall commence on the Effective Date and shall continue until [End Date] (the "Term"), unless earlier terminated in accordance with this Section 3.
3.2 Termination for Convenience. Either Party may terminate this Agreement for any reason by providing 30 days' prior written notice to the other Party.
3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice thereof; or (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial part of its assets.
3.4 Effect of Termination. Upon termination: (a) Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination; (b) Provider shall deliver to Client all completed and in-progress work product; and (c) all provisions that by their nature should survive termination shall survive, including Sections on Confidentiality, Intellectual Property, Indemnification, and Limitation of Liability.
4. INTELLECTUAL PROPERTY
4.1 Work Made for Hire. All work product, deliverables, inventions, and materials created by Provider in the performance of the Services ("Work Product") shall be considered "work made for hire" as defined under the U.S. Copyright Act (17 U.S.C. § 101). To the extent any Work Product does not qualify as work made for hire, Provider hereby irrevocably assigns to Client all right, title, and interest in and to such Work Product, including all intellectual property rights therein.
4.2 Provider Tools. Notwithstanding the foregoing, Provider retains all right, title, and interest in pre-existing tools, frameworks, and methodologies owned by Provider prior to this Agreement ("Provider Tools"). To the extent any Provider Tools are incorporated into the Work Product, Provider grants Client a non-exclusive, perpetual, royalty-free license to use such Provider Tools solely as part of the Work Product.
5. CONFIDENTIALITY
5.1 Confidential Information. "Confidential Information" means any non-public information disclosed by either Party to the other in connection with this Agreement, including but not limited to business plans, financial data, customer lists, trade secrets, technical specifications, and proprietary methodologies.
5.2 Obligations. The receiving Party agrees to: (a) hold the Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; (c) use it solely for purposes of performing obligations under this Agreement; and (d) protect it with the same degree of care used to protect its own confidential information, but no less than reasonable care.
5.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is rightfully received from a third party without restriction.
5.4 Duration. The confidentiality obligations under this Section shall survive termination of this Agreement for a period of two (2) years.
6. INDEMNIFICATION
6.1 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Provider's negligent or willful acts or omissions in performing the Services; (b) Provider's breach of any representation, warranty, or obligation under this Agreement; or (c) any claim that the Work Product infringes any third-party intellectual property rights.
6.2 Client Indemnification. Client shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's negligent or willful acts or omissions; (b) Client's breach of any representation, warranty, or obligation under this Agreement; or (c) Client's use of the Work Product in a manner not authorized by this Agreement.
7. LIMITATION OF LIABILITY
7.1 Cap on Liability. IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
7.2 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
7.3 Exceptions. The limitations in this Section shall not apply to: (a) either Party's indemnification obligations; (b) breaches of confidentiality obligations; or (c) liability arising from willful misconduct or gross negligence.
8. REPRESENTATIONS AND WARRANTIES
8.1 Mutual Representations. Each Party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) the execution and performance of this Agreement does not conflict with any other agreement to which it is a party; and (c) it will comply with all applicable laws and regulations in performing its obligations hereunder.
8.2 Provider Warranty. Provider represents and warrants that the Services will be performed in a professional manner consistent with industry standards.
8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
9. DISPUTE RESOLUTION
9.1 Litigation. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in the State of [Governing State]. Each Party consents to the personal jurisdiction of such courts and waives any objection to venue.
10. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of [Governing State], without regard to its conflict of laws principles.
11. GENERAL PROVISIONS
11.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, representations, and understandings.
11.2 Amendments. This Agreement may not be amended or modified except by a written instrument signed by both Parties.
11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11.4 Waiver. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
11.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
11.6 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by email to the addresses specified above.
11.7 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, strikes, or government actions.
11.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Service Agreement as of the Effective Date.
_________________________________
[Service Provider Name]
Service Provider
Date: _______________
_________________________________
[Client Name]
Client
Date: _______________