Free service agreement template

Service Agreement

Not legal advice. Check with a lawyer for your situation.

This agreement is dated [date] and is between:

• [Service provider legal name], of [address], email [email] (the “Provider”); and
• [Client legal name], of [address], email [email] (the “Client”).

1. The services

The Provider will perform the services described in each statement of work that both parties sign (a “Statement of Work”). The first Statement of Work is in Schedule A. If a Statement of Work and this agreement disagree, this agreement wins unless the Statement of Work says clearly that it is changing a named section.

2. How long it lasts

This agreement starts on [start date] and lasts for [12 months]. After that it renews for further [12-month] periods unless either party gives at least [30] days’ written notice before the end of the current period.

3. How the Provider works

• The Provider will perform the services with reasonable skill and care, using suitably qualified people.
• The Provider decides how the work is done, and is an independent contractor, not an employee, partner or agent of the Client.
• The Provider will follow the Client’s reasonable site, security and data rules that it has been given in writing.
• The Provider may use subcontractors only with the Client’s written consent, and stays responsible for their work.

4. What the Client will do

The Client will name a contact person, give the Provider the information, access and decisions it reasonably needs, and review work on time. If the Client is late, the Provider is not responsible for the resulting delay.

5. Fees, expenses and invoices

• Fees are set out in each Statement of Work, either as a fixed fee or as hourly or daily rates.
• Where fees are hourly or daily, the Provider will keep timesheets and send them with each invoice.
• The Client will repay reasonable expenses that it approved in writing before they were spent, with receipts.
• The Provider will invoice [monthly in arrears]. The Client will pay within [30] days of receiving each invoice. Sales tax is added where it applies.
• If the Client disputes part of an invoice, it will pay the undisputed part on time and explain the disputed part in writing within [10] days.

6. Changes

Either party may ask for a change to a Statement of Work. A change only applies once both parties sign a written change describing the effect on scope, fees and dates.

7. Ownership of work

Once the Client has paid for it, the Client owns the work product the Provider creates specifically for the Client under a Statement of Work. The Provider keeps its pre-existing materials, tools and general know-how, and gives the Client a permanent, non-exclusive right to use any of them that are built into the work product, for the Client’s own business.

8. Confidential information and data

• Each party will keep the other’s non-public information confidential, use it only for this agreement, and share it only with people who need it for this agreement and are bound to keep it confidential. This continues for [3] years after the agreement ends.
• This does not cover information that is public, that the party already had or developed independently, or that the law requires it to disclose (after telling the other party, where the law allows).
• If the Provider handles personal data for the Client, it will do so only on the Client’s instructions, keep it secure, and tell the Client without delay if it is lost or accessed without permission. [Add a separate data processing agreement if the law where you operate requires one.]

9. Insurance

The Provider will keep [general liability and professional liability] insurance of at least [amount] each while this agreement lasts, and show proof on request.

10. Limits on liability

Neither party is responsible for indirect losses, such as lost profits, lost revenue or lost data that could have been restored from backups. Each party’s total liability in any 12-month period is limited to the fees paid or payable under this agreement in that period. These limits do not apply to fraud, to breaking section 8, to death or personal injury caused by negligence, to the Client’s duty to pay fees, or to anything else the law does not allow to be limited.

11. Ending the agreement

• Either party may end this agreement, or a single Statement of Work, on [30] days’ written notice for any reason.
• Either party may end it straight away by written notice if the other party seriously breaks it and does not fix the problem within [14] days of being asked in writing, or if the other party becomes insolvent.
• When it ends, the Client pays for services performed and approved expenses up to the end date, and each party returns or deletes the other’s confidential information.
• Sections 7, 8, 10 and 13 continue after the agreement ends.

12. Hiring each other’s staff (optional — delete if not wanted)

While this agreement lasts and for [6] months afterwards, neither party will directly approach the other’s staff who worked on the services to offer them a job, without the other’s written consent. Responding to a general job advertisement is allowed.

13. General terms

• Whole agreement. This document is the whole agreement between the parties about its subject. It replaces earlier discussions and drafts on the same subject.
• Changes. A change only counts if it is in writing and signed by both parties.
• Transfer. Neither party may transfer this agreement to someone else without the other party’s written consent, except to a business that takes over all or most of its assets.
• Notices. Formal notices go to the addresses or email addresses given at the top of this agreement, or to a new address a party gives in writing.
• If one part fails. If a court decides that one part of this agreement cannot be enforced, the rest still applies.
• Not waiving rights. If a party does not enforce a right straight away, it can still enforce it later.
• Law. This agreement is governed by the laws of [state or country], and the courts of [county or city, state or country] may hear any dispute about it.
• Signing. The parties may sign this agreement in separate copies and electronically. Together the copies are one agreement.

Signatures

Signed for the Provider: signature, name, title, date

Signed for the Client: signature, name, title, date

Schedule A — Statement of Work no. [1]

• Services: [what will be done].
• Deliverables and dates: [list each deliverable and its due date].
• Acceptance: [how the Client confirms a deliverable is complete, and how long it has to check].
• Fees: [fixed fee, or hourly/daily rate and any cap].
• Contacts: Provider [name, email]; Client [name, email].
• Start and end dates: [dates].