Services Agreement Template
Agreement made on the (date), between (Name of Customer) of (street address, city,
state, zip code), referred to herein as Customer, and (Name of Service Provider), of
(street address, city, state, zip code), referred to herein as the 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;
Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:
1. Services to be Provided. Service Provider agrees to provide the following
services to Customer pursuant to the terms of this Agreement. (Describe).
2. Calculation of Fees and Other Charges. Fees for said services shall be
calculated based on the time spent by Service Provider in performing said services
multiplied by an hourly rate of $_________. Time is computed by reference to six
minute units (i.e. 1/10 of an hour) . The said hourly rate is applied to: (describe
elements of services to be provided).
3. Billing Arrangements.
A. Billing occurs at the end of each month with an invoice containing a
description of the services performed during that month.
B. Payment is due at the address of Service Provider provided above within
(number) days of the date of the invoice.
4. Effect of Non-Payment. If Company does not pay an invoice sent by Service
Provider within (number) days after the invoice is sent, Service Provider may
immediately cease performing services for the Company.
5. Request for Fee Details and Remaining Work Estimate. Service Provider will
provide upon request by the Customer itemized details of the work performed and
expenses incurred by Service Provider in performing said services, and will also
provide, upon request by the Customer, with an estimate of the work and expenses
necessary to complete the matter.
6. 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.
7. Limitation of Liability.
A. Subject to the Customer’s obligation to pay for 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 the aggregate to the Fees and Expenses paid by Company to Service
B. EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL
SERVICE PROVIDER OR COMPANY BE LIABLE FOR ANY INCIDENTAL, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND ARISING
UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF LEGAL
THEORY, INCLUDING ANY SUCH DAMAGES OR LOSSES RESULTING FROM
BUSINESS INTERRUPTION OR LOST PROFITS
8. Term and Termination.
A. This Agreement shall be effective on the date hereof and shall continue to
completion, unless terminated sooner as provided herein.
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 (number) 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
9. Relationship of the Parties. Service Provider is an independent contractor and
is not an employee, servant, partner or joint venturer of Customer. Customer shall
determine the services to be provided by Service Provider, but Service Provider shall
determine the legal means by which it accomplishes the services in accordance with
this Contract. Customer is not responsible for withholding, and shall not withhold or
deduct from the commissions FICA or taxes of any kind, unless such withholding
becomes legally required. Service Provider is not entitled to receive the benefits which