VIEWS: 110 PAGES: 4 CATEGORY: Employment and Contractors POSTED ON: 9/18/2012
A service contract, or agreement, is an optional feature offered in addition to a warranty. A warranty implies that the manufacturer or seller of a product promises to stand behind the product and the product will do what it's supposed to do -- an overall statement of assurance. A service contract goes a step further in detailing what service you are entitled to in the event of product failure or breakdown. This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.
Standard Services Agreement Agreement made on the (date), between (Name of Customer), a corporation organized and existing under the laws of the state of (name of state), with its principal office located at (street address, city, state, zip code), referred to herein as the Customer, and (Name of Service Provider), a corporation organized and existing under the laws of the state of (name of state), with its principal office located at (street address, city, state, zip code), referred to herein as Service Provider. Whereas, Customer wishes to be provided with the Services (defined below) by the Service Provider and the Service Provider agrees to provide the Services to the Customer on the terms and conditions of this Agreement. I. Key Terms. A. Services. Service Provider shall provide to Customer the services described in detail in Exhibit A attached hereto and made a part hereof and initialed by both Parties, hereinafter called the Services, in accordance with the terms and conditions of this Agreement. B. Delivery of the Services. 1. Start Date. Service Provider shall commence the provision of the Services on (date). 2. Completion Date. Service Provider shall complete the Services on or before (date), hereinafter called the Completion Date. C. Site. Service Provider shall provide the Services at (street address, city, state, zip code). D. Price 1. As consideration for the provision of the Services by the Service Provider, the price for the provision of the Services is $_________, hereinafter called the Price. 2. Customer (shall or shall not) pay for the out-of-pocket expenses of the Service Provider. (If expenses are to be paid, set forth examples and any restrictions). 3. Payment. Customer agrees to pay the Price to the Service Provider on the following dates in the following amounts: a. The sum of $___________ on or before (date); b. The sum of $___________ on or before (date); and c. The final payment on or before (date). 4. Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by the Service Provider to the Customer under this Agreement and such shall be payable by the Customer to the Service Provider in addition to all other charges payable hereunder. II. Intellectual Property Rights. Service Provider agrees to grant to the Customer a non- exclusive, irrevocable, royalty free license to use, copy and modify any elements of the Material not specifically created for the Customer as part of the Services. In respect of the Material specifically created for the Customer as part of the Services, the Service Provider assigns the full title guarantee to the Customer and any all of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished. If any third party intellectual property rights are used in the Material the Service Provider shall ensure that it has secured all necessary consents and approvals to use such third party intellectual property rights for the Service Provider and the Customer. For the purposes of this Agreement, Material shall mean the materials, in whatever form, used by the Service Provider to provide the Services and the products, systems, programs or processes, in whatever form, produced by the Service Provider pursuant to this Agreement. III. Warranty. Service Provider represents and warrants that: A. It will perform the Services with reasonable care and skill; and B. The Services and the Materials provided by the Service Provider to the Customer under this Agreement will not infringe or violate any intellectual property rights or other right of any third party. IV. Limitation of Liability. A. Subject to the Customer’s obligation to pay the Price to the Service Provider, either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price. B. To the extent it is lawful to exclude the following heads of loss and subject to the Customer’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever. C. Nothing in this Section IV will serve to limit or exclude either Party’s liability for death or personal injury arising from its own negligence. V. Term and Termination. A. This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner as provided below, until the Completion Date. B. Either Party may terminate this Agreement upon notice in writing if the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do. C. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. V
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