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This Service Agreement (this “Agreement”) is entered into as of ____________ (the “Effective Date”) by and between ____________, with an address at ____________ (“Provider”), and ____________, with an address at ____________ (“Client”). Provider and Client may be referred to individually as a “Party” and together as the “Parties.”
Provider shall perform the following services for Client: ____________ (the “Services”). Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and shall keep Client reasonably informed of progress.
Client shall pay Provider a fixed fee of $____ for the Services. Provider shall invoice Client upon completion of the Services or at reasonable intervals, and Client shall pay each undisputed invoice within 30 days of receipt. 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, from the due date until paid. If Client disputes any portion of an invoice in good faith, Client shall pay the undisputed portion when due and promptly notify Provider in writing of the basis for the dispute. Fees are exclusive of applicable sales and use taxes, which are Client's responsibility (excluding taxes on Provider's income).
Any work outside the scope of the Services described in this Agreement — including added deliverables, expanded requirements, or material changes in direction — requires a written change order signed by both Parties stating the additional work, fees, and any schedule adjustments. Provider is not obligated to perform out-of-scope work absent a signed change order, and Client is not obligated to pay for out-of-scope work it has not approved in writing.
Client shall provide, in a timely manner, the information, materials, access, decisions, and approvals reasonably necessary for Provider to perform the Services. Provider shall not be responsible for delays or increased costs to the extent caused by Client's failure to meet these responsibilities.
Provider represents and warrants that: (a) it has the full right and authority to enter into this Agreement; (b) the Services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) the Services will comply with applicable laws. Client's exclusive remedy for breach of the foregoing performance warranty is re-performance of the deficient Services or, if re-performance is impracticable, a refund of the fees paid for the deficient Services. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT. The foregoing limitations do not apply to a Party's indemnification obligations, breach of confidentiality, gross negligence, willful misconduct, or Client's obligation to pay fees owed.
This Agreement begins on the Effective Date and continues until the Services are completed or the Agreement is terminated under this Section. Either Party may terminate this Agreement: (a) for convenience, upon 30 days' written notice to the other Party; or (b) for cause, immediately upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within ten (10) days after receiving written notice describing it. Upon termination, Client shall pay Provider for all Services properly performed through the effective date of termination, and Provider shall deliver to Client all completed and in-progress work for which Provider has been or will be paid. Provisions that by their nature should survive termination — including payment obligations, warranties, limitation of liability, and indemnification — shall survive.
Provider is an independent contractor, and nothing in this Agreement creates an employment, agency, partnership, or joint-venture relationship between the Parties. Provider controls the manner and means by which the Services are performed, is solely responsible for its own taxes, insurance, and personnel, and is not entitled to any employee benefits from Client. Neither Party has authority to bind the other or to incur obligations on the other's behalf.
Each Party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party from and against third-party claims, damages, and reasonable costs (including attorneys' fees) to the extent arising from the Indemnifying Party's breach of this Agreement, negligence, or willful misconduct.
All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested) to the addresses stated in this Agreement, or sent by email with confirmation of receipt.
This Agreement shall be governed by and construed in accordance with the laws of the State of ____________, without regard to its conflict-of-laws principles.
Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in ____________, and each party consents to the personal jurisdiction of those courts.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. A waiver of any breach shall not be construed as a waiver of any subsequent breach.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, negotiations, and discussions, whether oral or written. This Agreement may be amended only by a written instrument signed by both parties.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically (including through a reliable electronic signature service) shall be deemed original signatures for all purposes, consistent with the U.S. ESIGN Act and applicable state law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date, intending to be legally bound.