Service Contract Agreement Template

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Services Agreement

 

 

This Service Agreement (the “Agreement”) is entered into and made effective on the date of the last signature below and shall continue in full force and effect until all deliverables under this Agreement have been completed or Company A terminates this Agreement in accordance with the terms herein.

 

Company A, a corporation, incorporated under the laws of the state of ______________, having its principal place of business at the following address: ______________, and Company B, a corporation, incorporated under the laws of the state of ______________, having its principal place of business at the following address: ______________.

 

  1. Services. Company A (the “the Service Provider”) shall provide the services set forth in Exhibit A (the “Services”) to Company B (the “Client”). The Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

 

  1. Term. The initial term of this Agreement (the “Initial Term”) shall begin on the date of this Agreement and continue for a period of one (1) year. Thereafter, the Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless either party gives the other party at least ninety (90) days’ prior written notice of its intent not to renew.

 

Subcontractors. 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. 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. However, the Parties acknowledge and agree that some subcontractors have their own terms and conditions on which they trade and which are more restrictive than the provisions in this Agreement. For example, without limiting the generality of the foregoing, a subcontractor may have more restrictive wording as to the standard it will meet in work it performs (as to timing or quality), what is to happen if that standard is not met, and the restriction and exclusion of liability. Where the terms and conditions of a subcontractor are more restrictive or exclusory than the provisions of this Agreement, the Parties agree that work provided by a subcontractor will be governed by the terms and conditions of the subcontractor rather than the provisions of this Agreement.

 

  1. Fees and Payment. the Client shall pay the Service Providerthe fees set forth in Exhibit A (the “Fees”). All invoices are due and payable within thirty (30) days of receipt. The Service Provider reserves the right to increase the Fees upon ninety (90) days’ prior written notice to the Client . The Service Provider shall accept the following forms of payment: _____________.

 

  1. Expenses. the Client shall reimburse the Service Providerfor all reasonable and necessary expenses incurred by Company A in connection with the performance of the Services, including but not limited to travel and lodging expenses, provided that the Service Provider obtains prior written approval from the Client  for such expenses.

 

4.1. Penalties. 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 ______________.

 

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

 

  1. Confidentiality. The Service Providerand Company B acknowledge that each may have access to certain Confidential Information of the other as defined below. “Confidential Information” means all information or material that has or could have commercial value or other utility in the business in which the Service Provideror Company B is engaged. “Receiving Party” refers to the party that is receiving the proprietary information, and “Disclosing party” refers to the party that is disclosing the proprietary information. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information. The Receiving Party shall hold and maintain the Confidential Information of the Disclosing Party in strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. The Receiving Party shall not, without the prior written approval of the Disclosing Party, use for Receiving Party’s benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information. The Receiving Party shall return to the Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if the Disclosing Party requests it in writing. This Agreement and the Confidential Information may not be disclosed to any third party without the prior written consent of both parties. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.

Confidential Information shall not mean any information which:

  1. I) is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the Receiving Party;
  2. II) is already known, through legal means, to the Receiving Party;

III) is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions;

  1. IV) is given to the Receiving Party by any third party who legally had the Confidential Information and the right to disclose it; or
  2. V) is developed independently by the Receiving Party, and the Receiving Party can show such independent development.

 

  1. Intellectual Property. In accordance with the terms and conditions of this Agreement, the Service Providermay create certain intellectual property ("Created IP"), 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 Company B.The Service Provider acknowledges and agrees that, as between the parties, all Intellectual Property Rights in the Deliverables shall be owned by Company B. “Intellectual Property Rights” means any and all now known or hereafter existing rights associated with (i) patents, patent applications, patentable inventions, design patents and industrial designs; (ii) copyrights, copyrightable works, trademarks, service marks, trade dress, logos, trade names and domain names, whether registered or unregistered, and applications and registrations therefore; (iii) trade secrets and confidential business information; and (iv) all other proprietary rights recognized in any country or jurisdiction in the world.

 

  1. Representations and Warranties.
  2. Mutual Representations and Warranties. Each party represents and warrants to the other party that: (i) it has the full right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; and (ii) it has taken all actions necessary to validly and legally enter into this Agreement.
  3. The Service ProviderRepresentations and Warranties. the Service Providerrepresents and warrants to the Client that: (i) the Services will be performed by qualified personnel in a professional and workmanlike manner; and (ii) the Services will perform in all material respects in accordance with the specifications set forth in Exhibit A.

 

  1. Indemnification. a. By the Service Provider.The Service Providershall defend, indemnify and hold harmless the Client and its directors, officers, shareholders, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with the Services provided under this Agreement. b. By the Client. the Client shall defend, indemnify and hold harmless Company A and its directors, officers, shareholders, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with any breach of the Client’s representations and warranties set forth in this Agreement.

 

  1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

 

  1. Mutual Non-Solicitation. During the Term and for a period of one (1) year thereafter, neither party shall solicit for employment any person who is employed by the other party.

 

  1. General Provisions.
  2. Entire Agreement. This Agreement and the exhibits hereto contain the entire understanding of the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings between the parties, whether written or oral.
  3. Assignment. This Agreement may not be assigned by either party without the prior written approval of the other party.
  4. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of [State] without giving effect to any choice or conflict of law provision or rule.
  5. 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. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
  6. Headings: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
  7. Counterparts: This Agreement may be executed in counterparts, all of which shall constitute a single agreement.
  8. Force Majeure: 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.
  9. 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 of the Parties is as follows: Company A: _______________, and Company B: ________________.

 

  1. Execution

 

Name: ________________

Representative Name: _______________

Representative Signature: ________________

Date: _____________

Representative Title: _______________

 

Name: ________________

Representative Name: _______________

Representative Signature: ________________

Date: ______________

Representative Title: _______________