Every Service Contract contains standard sections, but a small set of clauses attracts most of the negotiation, litigation, or state-by-state variation. Sample language for each is included below — customize the bracketed values before signing.
Force Majeure Clause
What it does: Excuses a party from performing — temporarily or permanently — when an extraordinary event outside their control makes performance impossible, such as a natural disaster, pandemic, or government order.
Neither party shall be liable for any delay or failure to perform caused by events beyond its reasonable control, including but not limited to natural disasters, pandemics, war, or government action. The affected party shall notify the other party in writing within [10] days of the event. If the event continues for more than [30] days, either party may terminate this agreement without penalty.
When to include/omit: Include in nearly every service contract, especially longer or higher-value engagements; for a one-day, low-value service call, it adds little.
State variation: Courts generally require the clause to list specific triggering events rather than rely on vague language like "acts of God" — a court will only excuse performance for events that actually fall within what the clause names, and economic hardship alone typically doesn't qualify unless the clause says so explicitly.
Late Payment Clause
What it does: Sets the interest rate or fee charged on overdue payments, giving the provider a financial remedy and the client a reason to pay on time.
Any payment not received by the due date shall accrue interest at a rate of [1.5]% per month ([18]% per annum), or the maximum rate permitted by applicable law, whichever is lower, until paid in full.
When to include/omit: Include whenever payment isn't due immediately on delivery — the more spread out the payment schedule, the more this clause matters.
State variation: The rate you can actually charge depends heavily on the state's usury law. Nine states — Arizona, Idaho, Maine, Nevada, New Hampshire, New Mexico, South Dakota, Utah, and Wyoming — place no general cap on a rate two businesses agree to in writing, while others cap it explicitly; California, for example, defaults to 10% per year when a contract doesn't specify a rate (Cal. Civ. Code § 3289(b)), and enforces a similar cap when it does. Always include the "or the maximum rate permitted by law" language so the clause doesn't become unenforceable in a state with a lower cap.
Non-Compete Clause
What it does: Restricts the service provider from working with the client's competitors, or from soliciting the client's employees or customers, for a set time after the engagement ends.
For a period of [6 months] after termination, Service Provider shall not [provide competing services to Client's direct competitors within [50 miles] / solicit Client's employees or customers for competing services].
When to include/omit: Include only when there's a genuine competitive relationship worth protecting — broad non-competes against service providers invite legal challenges more often than they hold up. A narrower non-solicitation restriction (barring the provider from poaching the client's staff or customers, without banning competing work outright) is usually easier to enforce and often the better choice.
State variation: The FTC's 2024 rule that would have banned most non-competes nationwide was vacated in court and formally withdrawn by the FTC in 2025 — enforceability now depends entirely on state law. California, North Dakota, and Oklahoma refuse to enforce non-competes at all, and Minnesota bans them outright as well.
Relationship of Parties Clause
What it does: States that the service provider is an independent contractor, not an employee of the client — this is the clause that misclassification disputes turn on.
Service Provider is an independent contractor and not an employee, partner, or agent of Client. Nothing in this agreement creates an employer-employee relationship, and Service Provider is solely responsible for its own taxes, insurance, and benefits.
When to include/omit: Include in every service contract — it's the foundation the rest of the agreement relies on, especially for ongoing or recurring services that could otherwise look like an employment relationship.
State variation: The label in this clause doesn't decide classification on its own; the IRS looks at behavioral control, financial control, and the relationship between the parties regardless of what the contract says. Several states — including California — apply a stricter "ABC test" for state wage and unemployment purposes, which can find an employment relationship even when federal law would call the same worker a contractor.