Service

Agreement
Contract
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Service Agreement Contract

The Client and the Service Provider are referred to individually as "Party" and collectively as
the "Parties."

This Service Contract (the “Agreement”) is entered into and made effective upon signature by
both Parties. (the “Effective Date”)

WHEREAS, the Client wishes to retain the Services (as defined below) of the Service Provider;

WHEREAS, the Service Provider has the skills, qualifications, and expertise required to
provide the Services to the Client;

WHEREAS, the Service Provider wishes to render such Services to the Client.

NOW, therefore, in consideration of the promises and covenants contained herein, as well as
other good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the Parties do hereby agree as follows:

1. DEFINITIONS: As used in this Agreement:

1.1 "Services" shall be used to refer to the following specific services that the Service Provider
will provide to the Client under the terms and conditions set forth herein:
[INSERT a detailed description of the specific services that will be rendered under the
contract like the type and scope of service].

1.2 "Commencement Date" shall be used to refer to the date the Service Provider begins
work on the Services for the Client. The Commencement Date shall be
[Insert On what date will the services begin].

1.3 "Completion Date" shall be used to refer to the date that the Service Provider will
complete or cease the provision of Services to the Client. The Completion Date will be
 [Insert the completion date for the services].

1.4 "Key Dates" shall be used to refer to specific dates during the time period that the
Services are being rendered that the Service Provider agrees to meet specific events or
deadlines. The Key Dates will be as follows:
[Insert the key dates and descriptions of what goals/deadlines/tasks must be met on these
dates (or why these dates are critical].

1.5 "Fees" shall be used to refer to the payment the Client will pay to the Service Provider for
the rendering of the Services. Specifically, the fees shall be as follows:
[Insert the fee that is being paid for the services rendered under this contract] as a fee for all
Services rendered.

1.6 "Trade Secret Information" shall be defined specifically as any formula, process, method,
pattern, design or other information that is not known or reasonably ascertainable by the
public, consumers, or competitors through which, and because of such secrecy, an economic
or commercial advantage can be achieved.

2. Agreement: Subject to the terms and conditions of this Agreement, the Service Provider
hereby agrees to render the Services to the Client, beginning on the Commencement Date and
ending on the Completion date, along with meeting the specified Key Dates,, at the Location
directed by the Client, as described below and the Client agrees to pay the Service Provider
the Fees required for the Services.

3. Location: the Service Provider will render the Services at the following location (hereinafter
referred to as the "Location"):
[ Insert the specific location where the services will be rendered].

4. Subcontractors:

4.1 The Service Provider shall be permitted to use subcontractors in the provision of Services
to the Client. The Service Provider will need to receive prior approval from the Client for the
use of a particular intended subcontractor.

4.2 The Service Provider shall be responsible for the work of a subcontractor whose work shall
be undertaken to the same standard as required by this Agreement.
5. Fees: The Client agrees to pay the Service Provider the required Fees, as outlined
elsewhere in this Agreement, for the provision of the Services, subject to the following terms
and conditions:

5.1 The Service Provider will be entitled to invoice the client at the following time period:
[Weekly/Monthly/quarterly].

5.2 The Client shall have the following time period in which to pay the Service Provider's
invoice:
[ Within what time period must the client pay the invoices given by the service provider e.g.
10 days/week etc. ].

5.3 The Service Provider will accept the following forms of payment:
[Insert the forms of payment that the service provider will accept for the fees under this
contract e.g. Cash/Check].

5.4 The Service Provider is permitted to charge for all reasonable and necessary costs and
expenses incurred in performing the Services, including but not limited to traveling,
photocopying, courier services and postage, subject to agreement from the Client.

5.5 If the Client does not pay the invoiced and required amount by the date stated in the
invoice or as otherwise provided for in this Agreement, the Service Provider shall be entitled to
charge interest on the outstanding amount, require the Client to pay for the Services, or any
remaining part of the Services, in advance; cease performance of the Services completely or
until payment is made, at the Service Provider's sole and exclusive discretion.

5.6 Tax Statement: Any and all charges payable under this Agreement are exclusive of taxes,
surcharges, or other amounts assessed by state or federal governments. Taxes imposed upon
or required to be paid by the Client or the Service Provider shall be the sole and exclusive
responsibility of each, respectively.

6. Client Obligation: During the provision of the Services, the Client hereby agrees to:

6.1 Cooperate with the Service Provider for anything the Service Provider may reasonably
require;

6.2 Provide any information and/or documentation needed by the Service Provider relevant to
the provision of Services or payment for the provision of Services;
6.3 Require any staff or agents of the Client to cooperate with and assist the Service Provider
as the Service Provider may need;

6.4 Make available to the Service Provider, without fee or cost, any facilities, which may
include, but are not limited to, a workspace, computer, or other physical equipment, the Service
Provider may reasonably require.

7. Intellectual Property

7.1 In accordance with the terms and conditions of this Agreement, the Service Provider may
create certain intellectual property, including, but not limited to, plans, drawings, specifications,
reports, advice, analyses, designs, methodologies, code, artwork, or any other intellectual
property as required to render the provision of Services to the Client.

7.2 Unless the Parties otherwise agree, any such intellectual property generated by the
Service Provider in connection with the provision of Services to the Client shall belong to the
Client. Any intellectual property provided by the Client to the Service Provider to assist in the
provision of Services, that was not created by the Service Provider pursuant to this Agreement,
shall belong to the Client.

8. Confidentiality:

8.1 Each Party hereby acknowledges and agrees that they and the other Party each possess
certain Confidential Information and may also possess Trade Secret Information (collectively
the "Proprietary Information") regarding their business operations and development. The
Parties agree that the Proprietary Information is secret and valuable to each of their respective
businesses, and the Parties have entered into a business relationship, through which they will
each have access to the other party's Proprietary Information.

8.2 Each Party desire to maintain the secret and private nature of any Proprietary Information
given. The Confidential Information may be in the form of documents, techniques, methods,
practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment,
algorithms, models, samples, software, drawings, sketches, plans, programs or other oral or
written knowledge and/or secrets and may pertain to, but is not limited to, the fields of research
and development, forecasting, marketing, personnel, customers, suppliers, intellectual property
and/or finance or any other information which is confidential and commercially valuable to
either of the Parties.

8.3 Confidential Information may or may not be disclosed as such, through labeling, but is to
be considered any information which ought to be treated as confidential under the
circumstances through which it was disclosed.

8.4 Confidential Information shall not mean any information which:

8.4.1 is known or available to the public at the time of disclosure

8.4.2 is already known, through legal means,;

8.5 Both Parties hereby agree they shall:

8.5.1 Not disclose the Proprietary Information via any unauthorized means to any third
parties throughout the duration of this Agreement and the Parties' relationship
with each other;

8.5.2 Not disclose the Confidential Information via any unauthorized means to any
third parties for a period of 3 (three) years following the termination of this
Agreement;

9. Competition: During the course of this Agreement and for a period of

[INSERT YEAR DURATION] year following the termination of this Agreement, the Service
Provider agrees to refrain from engaging, directly or indirectly, in any form of commercial
competition.

10. Warranties: The Service Provider represents and warrants that it will perform the Services
using reasonable care and skill for a the Service Provider in their field and that any end
products or materials given by the Service Provider to the Client under the terms and
conditions of this Agreement will not infringe on or violate the intellectual property rights or any
other right of any third party.

11. Limitation of Liability: Except in cases of death or personal injury caused by either
Party's negligence, either Party's liability in contract, tort or otherwise arising through or in
connection with this Agreement or through or in connection with the completion of obligations
under this Agreement shall be limited to Fees paid by the Client to the Service Provider. To
the extent it is lawful, neither Party shall be liable to the other Party in contract, tort,
negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of
any nature
whatsoever incurred or suffered by that other Party of an indirect or consequential nature
including without limitation any economic loss, data loss, loss of goodwill, or other loss of
turnover, profits, or business.

12. Indemnity: the Client hereby agrees to indemnify the Service Provider, and all of the
Service Provider's agents, employees, and representatives against any and all damage,
liability, and loss, as well as legal fees and costs incurred as a result of the Services rendered
this Agreement or any transaction or matter connected with the Services or the relationship
between the Service Provider and client.

13. Time for Performance: Time shall be of the essence for the performance by the Service
Provider of its obligations under the Agreement. Any dates, periods or times for performance
specified in the Agreement are to be met, and in default, the Service Provider will be in breach
of the Agreement.

14. Termination: This Agreement may be terminated by either Party, upon notice
in writing:

14.1 if the other Party commits a material breach of any term of this Agreement that is not
capable of being remedied within fourteen [14] days or that should have been remedied within
fourteen [14] days after a written request and was not;

14.2 if the other Party becomes unable to perform its duties hereunder, including a duty to pay
or a duty to perform;

14.3 This Agreement may be terminated by the Service Provider if the Client fails to pay any
requisite Fees within seven [7] days after the date they are due. The Service Provider may
terminate the Agreement immediately, with no notice period, in writing.

14.4 If this Agreement is terminated before the expiration of its natural term, the Client hereby
agrees to pay for all Services rendered up to the date of termination, and for any and all
expenditure due for payment after the date of termination for commitments reasonably made
and incurred by the Service Provider related to the rendering of Services prior to the date of
termination.

15. Relationship of the Parties: The Parties hereby acknowledge and agree that nothing in
this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship
or otherwise between the Parties and that this Agreement is for the sole and express purpose
of the rendering of the specific Services by the Service Provider to the Client under the terms
and conditions herein.

16. General Provisions:

16.1 GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the
state of [Insert State] and any applicable federal law. Both Parties consent to jurisdiction
under the state and federal courts within the state of [Insert State] . The Parties agree that this
choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in
nature.

16.2 LANGUAGE: All communications made or notices given pursuant to this Agreement shall
be in the [English] language

16.3 ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be
assigned, sold, leased, or otherwise transferred in whole or part by either Party.

16.4 AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.

16.5 NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived
by any act or acquiescence of either Party. Only an additional written agreement can constitute
waiver of any of the terms of this Agreement between the Parties.

16.6 SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable,

then this Agreement will be deemed amended to the extent necessary to render the otherwise
unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court
declines to amend this Agreement as provided herein, the invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of the remaining terms
and provisions, which shall be enforced as if the offending term or provision had not been
included in this Agreement.

16.7 PUBLIC ANNOUNCEMENT: Neither Party will make any public announcement or
disclosure about the existence of this Agreement or any of the terms herein without the prior
written approval of the other Party.

16.8 ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
Parties and supersedes any prior or contemporaneous understandings, whether written or oral.

16.9 HEADINGS: Headings to this Agreement are for convenience only and shall not be
construed to limit or otherwise affect the terms of this Agreement.
16.10 COUNTERPARTS: This Agreement may be executed in counterparts, all of which
shall constitute a single agreement.

16.11 FORCE MAJEURE: the Service Provider is not liable for any failure to perform due to
causes beyond its reasonable control including, but not limited to, acts of God, acts of civil
authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters,
and other acts which may be due to unforeseen circumstances.

16.12 NOTICES ELECTRONIC COMMUNICATIONS PERMITTED: i) Any notice to be given

under this Agreement shall be in writing and shall be sent by first-class mail, airmail, or email,
to the address of the relevant Party set out at the head of this Agreement, or to the relevant
email address set out below or other email address as that Party may from time to time notify
to the other Party in accordance with this clause. The relevant contact information for the
Parties is as follows:

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