Service Contract Template
This Service Agreement (the "Agreement") is entered into on (the "Effective Date") by and between
, an individual registered at (the "Client"), and
, an individual registered at (the "Service Provider"), collectively referred to as the "Parties" and individually as the "Party".
WHEREAS the Client desires to retain the professional services of a competent contractor, and the Service Provider has the expertise and ability to provide the required services;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and promises herein contained, and upon other valuable consideration, the Parties have agreed as follows:
SCOPE OF SERVICES. The Service Provider shall deliver the following services (the "Services"): .
SCHEDULE. The Service Provider commits to performing the Services according to the following schedule (the "Schedule"):
- Start date:
- Full completion date:
The Services shall be rendered between .
The Parties may cancel or reschedule the specified date by additional written agreement.
ENGAGEMENT OF SUBCONTRACTORS. The Service Provider reserves the right to subcontract Services or part of the Services to third parties without the Client's written approval. The Service Provider shall be liable for the overall safety, quality, and completion of the Services.
PAYMENT TERMS AND PROCEDURE. The Client agrees to pay the Service Provider a fixed amount of (the "Compensation") for the Services provided under this Agreement. The Compensation must be paid in full on or before (the "Due Date").
If the Service Provider is required to provide Services overtime, the Client shall compensate the Service Provider at the rate of per hour.
Late payment. If the Client fails to make any payment by the Due Date, the Service Provider shall have the right to charge interest on the overdue amount at a rate of % per day.
All payments will be made on or before the Due Date in cash.
COMPLETION OF THE SERVICES. Upon completion of the Services, the Service Provider shall notify the Client that the Services have been completed and that all necessary inspections, tests, and approvals, if required, have been obtained. The Client shall have the right to inspect and test the Services to ensure they have been completed following the Agreement. If any quality defect is found in the Services within a reasonable time after completion of the Services, the Client shall provide the Service Provider with the respective notice. The Service Provider shall rectify such defect(s) at no additional cost to the Client within a reasonable time frame, but not later than within days from the date of receipt of the Client's notice (the "Cure Period"). Unless waived by the Client, the failure of the Service Provider to cure such defect(s) within the Cure Period shall lead to the automatic termination of this Agreement.
RELATIONSHIP OF PARTIES. The Parties agree that their relationship under this Agreement is that of independent parties.
NON-COMPETITION AND NON-SOLICITATION. Upon completion of the Services or termination of the Agreement, the Service Provider shall not solicit business from any of the Client's clients for a period of at least .
The Service Provider cannot offer employment to current employees of the Client or induce them to leave the Client's business for a period of after the termination of the Agreement or completion of the Services.
CONFIDENTIALITY. The Service Provider will have access to confidential information owned by the Client. At no time, directly or indirectly, shall the Service Provider use, divulge, disclose, or communicate any information related to the Client's business to any person, firm, or corporation. This includes all information regarding any of the Client's customers, the price it obtains or has obtained from the sale of its products, or any other information related to the Client's business operations, plans, and processes, regardless of whether all of the foregoing matters will be deemed confidential, material, or essential. The Parties understand that this information is important, material, and confidential and gravely affects the effective and successful operation of the Client's business.
All the terms of this clause shall remain in full force and effect for after the termination of the Agreement.
LIABILITY. The Service Provider shall indemnify and hold the Client harmless against all actions, claims, proceedings, liabilities, costs, expenses, and losses, including but not limited to direct, indirect, and consequential loss of profit suffered or incurred by the Client in relation with execution or breach of the Agreement by the Service Provider. If the Service Provider's actions, negligence, or improper performance of this Agreement result in fines, penalties, or other financial liabilities incurred by the Client, the Service Provider shall be solely responsible for compensating such fines and penalties.
WARRANTIES. The Parties represent and warrant that they have the full right, power, and authority to enter into and perform this Agreement and that its execution has been duly authorized by all necessary actions.
The Service Provider guarantees timely and high-quality delivery of the Services under this Agreement.
TERM AND TERMINATION. This Agreement shall commence on the Effective Date and shall continue until but not before the Parties fulfill their obligations under the Agreement unless terminated earlier in accordance with the terms of this Agreement.
Either Party may terminate this Agreement without cause upon providing days prior written notice. In addition, either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party becomes insolvent or files for bankruptcy.
Upon termination of this Agreement, the Client shall pay the Service Provider for all Services satisfactorily completed by the Service Provider through the date of termination.
Additionally, the Service Provider shall return all property belonging to the Client.
NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered personally or by certified mail, return receipt requested, to the address specified in the opening paragraph or to such other address as one Party may have furnished to the other Party in writing, or emails set forth below:
If to the Client: ;
If to the Service Provider: .
Either Party may change the registered mail or email address for receipt of notices by giving written notice to the other Party. All notices shall be deemed received on the day of delivery if sent by hand or courier service or on the third business day after the date of posting if sent by registered mail or email.
FORCE MAJEURE. Neither Party shall be liable for any failure to perform or delay in fulfilling the obligations under this Agreement if such failure or delay is caused by events of force majeure, including but not limited to acts of God, war, terrorism, strikes, lockouts, labor disputes, pandemics, epidemics, governmental regulations, or any other similar causes beyond the reasonable control of the affected Party. In the case of force majeure, the affected Party shall immediately notify the other Party in writing and provide reasonable proof of the cause of the delay or inability to perform the obligations. The Party affected by force majeure shall endeavor to mitigate the consequences of such circumstances and resume the performance of obligations as soon as possible after the circumstances cease to exist.
If the force majeure circumstances last more than days, either Party may terminate this Agreement by giving written notice to the other Party. In this case, neither Party shall be liable to the other Party for any damages arising from the termination of this Agreement.
GOVERNING LAW AND DISPUTES RESOLUTION. This Agreement will be governed by and construed in accordance with the laws of the State of , except for its conflict of laws principles. Any disputes resulting from or related to this Agreement that cannot be resolved by negotiations or mutual agreement shall be resolved by the courts of the State of .
SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
ASSIGNMENT. Neither Party may assign or transfer this Agreement without obtaining prior written consent from the non-assigning Party, which approval shall not be unreasonably withheld.
ENTIRE AGREEMENT. This Agreement is the complete and exclusive understanding between the Parties with respect to the subject matter hereof, superseding any prior agreements and communications, both written and oral, regarding such subject matter.
WAIVER. The failure of any Party to enforce a particular provision of this Agreement shall not constitute a waiver of their right to enforce that provision in the future.
AMENDMENTS. This Agreement may only be modified, or any rights under it waived, by a written document executed by both Parties.
BINDING EFFECT. This Agreement shall be binding for the Parties and their respective permitted successors and assigns.
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date in , County, State of .
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THE CLIENT |
THE SERVICE PROVIDER |
, USA
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, USA
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| __________________________________ | __________________________________ |
| (Place for signature) | (Place for signature) |
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