Service Agreement
This Service Agreement is made on Effective date between Your name or business, of Your address (the "Provider"), and Client name, of Client address (the "Client").
1. Services
The Provider will provide these services: Services you will provide.
The Provider will deliver: Deliverables.
The Provider will do the work with reasonable skill and care, and in a professional manner.
2. Term
The work starts on Start date and ends on End date, unless a party ends this agreement earlier under section 9.
3. Client duties
The Client will give the Provider the information, access, and decisions the Provider reasonably needs, on time. If the Client is late, the Provider may move the dates by the same amount of time.
4. Fee and payment
The Client will pay the Provider Fee. Payment schedule: Payment schedule.
The Provider will send invoices. The Client will pay each invoice within Days to pay an invoice days. Fees do not include taxes. The Client pays any sales tax, VAT, or GST that the law requires on the fees.
If the Client disputes part of an invoice, the Client will say so in writing within the payment period and pay the rest on time. If payment is more than 14 days late, the Provider may pause the work after written notice.
5. Changes
Either party may ask for a change to the scope, fee, or dates. A change applies only when both parties agree to it in writing, including by email.
6. Ownership
When the Client pays in full, the Provider assigns to the Client all rights in the final deliverables.
The Provider keeps its tools, templates, know-how, and materials it owned before this agreement. If these are part of a deliverable, the Client gets a permanent, non-exclusive licence to use them with that deliverable.
The Provider may show the work in its portfolio unless the Client objects in writing.
7. Confidentiality
Each party will keep the other party's confidential information private and use it only for this agreement. This does not apply to information that is public, that the party already knew, or that the law requires it to disclose. This duty continues for 3 years after this agreement ends.
8. Liability
Neither party is liable for indirect or consequential loss, or for loss of profit. Each party's total liability under this agreement is limited to the fees paid or payable in the 12 months before the claim. These limits do not apply to fraud, to a breach of confidentiality, or to any liability that the law does not allow to be limited.
9. Ending the agreement
Either party may end this agreement with Notice period (days) days of written notice. Either party may end it at once if the other party commits a serious breach and does not fix it within 14 days of written notice.
When the agreement ends, the Client will pay for all work done up to the end date, and each party will return or delete the other party's confidential information.
10. Independent contractor
The Provider is an independent contractor, not an employee, partner, or agent of the Client. The Provider decides how to do the work, uses its own equipment, and pays its own taxes.
11. General
- This document is the whole agreement about the services. It replaces earlier discussions.
- Neither party may transfer this agreement without the other party's written consent.
- Neither party is liable for a delay caused by events outside its reasonable control.
- Notices must be in writing and sent to the addresses above or to an email address that a party gives for notices.
- This agreement may be signed electronically and in counterparts.
12. Governing law and disputes
The parties will first try to settle any dispute by talking in good faith for 30 days. This agreement is governed by the laws of Governing law (country or state), and the courts there will decide any dispute.
Signatures
Your name or business
Signature: ____________________________
Date: ______________
Client name
Signature: ____________________________
Date: ______________