A Contract for Service Agreement is an agreement between a buyer and a service
provider whereby the buyer retains the services of the service provider for specific
services on specific terms and conditions. This contract contains general information; a
checklist; step-by-step instructions, and a contract for service agreement form.
Additionally, this contract contains both standard clauses as well as opportunities for
customization to ensure that the understandings of the parties are properly set forth.
This agreement should be used when a small business wants to engage a service
provider for their services.
AGREEMENT FOR SERVICE
This Agreement for Service (this “Agreement”) is hereby made and entered into on this
____ day of __________, 20_____ by and between _________________ (“Buyer”) and
___________________ (“Service Provider”), collectively referred to herein as the “Parties” and
individually as a or the “Party.”
WHEREAS, Buyer desires to obtain the services of Service Provider; and
WHEREAS, Service Provider agrees to provide to Buyer the services it so desires (the
NOW, THEREFORE, the Parties agree that Buyer shall obtain and Service Provider shall
provide the subject Services pursuant to the following terms and conditions:
TERMS AND CONDITIONS
A. Buyer and Service Provider hereby acknowledge and agree that Service Provider
shall provide to Buyer the following Services, in accordance with the terms and
conditions of this Agreement as follows:
i. [Comment: insert description of services to be obtained by Buyer from
B. Buyer and Service Provider hereby acknowledge and agree that Service Provider
shall commence the Services to be provided to Buyer on the _____ day of
___________, 20_____, with Service Provider ceasing and completing the
Services on the ____ day of ____________, 20_____ (the “Completion Date”).
C. Buyer and Service Provider hereby acknowledge and agree that Service Provider
shall provide the Services to Buyer on and at the date and times set out below:
i. [Comment: insert description of the date and times]
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D. Buyer and Service Provider hereby acknowledge and agree that Service Provider
shall provide the Services to Buyer at _____________________________
[Comment: insert address], or at such other location as Buyer and Service
Provider may agree in writing.
E. Buyer and Service Provider hereby acknowledge and agree that as consideration
for the Services provided by Service Provider to Buyer, Buyer shall pay to
Service Provider the sum of ________________ dollars ($________) (the
F. Buyer and Service Provider hereby acknowledge and agree that Buyer shall not be
responsible for the payment of any of Service Provider’s out-of-pocket expenses
incurred by Service Provider in relation to Service Provider performance of the
2. PAYMENT OF SERVICES
A. Buyer and Service Provider hereby acknowledge and agree that Buyer shall pay to
Service Provider the Consideration for the Services upon completion of the
Services by Service Provider, or upon the dates as times as set forth below:
i. (insert payment provisions and whether payments are to be made at
B. Service Provider hereby acknowledges and agrees to provide to Buyer, invoices
for the Services performed by Service Provider on a weekly/monthly basis for
C. Buyer hereby acknowledges and agrees to pay any and all invoices submitted by
Service Provider to Buyer within ______ (____) days of receipt of such invoices
D. Buyer and Service Provider hereby acknowledge and agree that Buyer shall pay
any and all invoices received from Service Provider by way of check, certified
check, money order, credit card, wire transfer, direct deposit, or by such other
means as Buyer and Service Provider may agree in writing.
E. Buyer and Service Provider hereby acknowledge and agree that any amounts that
become due and owing under this Agreement will be subject to any applicable
taxes imposed in the relevant jurisdiction.
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3. INTELLECTUAL PROPERTY
A. Buyer and Service Provider hereby acknowledge and agree that Service Provider
shall assign and transfer to Buyer all rights and license to use, copy, and modify
any of the Services created or provided by Service Provider to Buyer hereunder.
B. Service Provider hereby acknowledges and agrees that Service Provider shall
assign full right and title to Buyer of any and all copyrights and other intellectual
property rights that may exist in relation to the Services created and provided to
Buyer by Service Provider.
C. Service Provider hereby acknowledges and agrees to obtain all necessary consents
and approvals from any third parties in respect to the use by Service Provider of
any intellectual property rights to the Services.
4. REPRESENTATIONS AND WARRANTIES
Service Provider hereby represents and warrants to Buyer that it shall perform any and all
Services for Buyer with reasonable care and skill and that the Services provided to Buyer as
contemplated in this Agreement shall not infringe or violate any intellectual property rights or
other rights of any third parties.
5. LIMITATION OF LIABILITY
A. Subject to Buyer’s obligation to pay the Consideration to Service Provider, either
of the Parties liability in contract, tort, or otherwise (including negligence) arising
directly out of or in connection with this Agreement or the performance or
observance of either Party’s obligations under this Agreement and every
applicable part hereof shall be limited to the aggregate amount of the
B. To the extent permitted by applicable law and subject to Buyer’s obligation to pay
the Consideration to Service Provider, 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 contained in Paragraph 5.B shall serve to limit or exclude either Party’s
liability for death or personal injury arising from each Party’s own negligence.
6. TERMINATION OF AGREEMENT
A. Buyer and Service Provider hereby acknowledge and agree that this Agreement
shall become effective on the date first above written and shall continue, in full
force and effect, unless and until it is terminated by either of the Parties hereto.
B. Either Party may terminate this Agreement upon written notice to the other Party
or if any of the following events occur:
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i. If either Party to this Agreement is in breach of any of its obligations
contained in this Agreement and such breach is not remedied within
_______ (___) days of written notice from the other Party; or
ii. If: either of the Parties hereto is approved for and/or involved in any
bankruptcy proceedings; an administration order is made or a receiver or
an administrative receiver is appointed over either of the other Party’s
assets; or an undertaking or a resolution or petition to wind up the business
of the other Party is passed or presented (other than for the purposes of
amalgamation or reconstruction) or any analogous procedure in the
country of incorporation of either Party is instituted; or if any
circumstances arise that entitle a court or a creditor to appoint a receiver,
administrative receiver, or administrator or to present a winding up
petition or make a winding up order in respect of the other Party.
C. Any termination of this Agreement shall not affect any of the accrued rights or
liabilities of either Party to this Agreement and shall not affect the coming into
force or the continuance in force of any provision contained herein that is
expressly or by implication intended to come into or continue in force on or after
7. RELATIONSHIP OF THE PARTIES
Buyer and Service Provider hereby acknowledge and agree that as to the Services
performed by Service Provider under this Agreement, Service Provider’s employees, agents,
and/or subcontractors shall be independent contractors of Service Provider. Nothing contained
in this Agreement shall be deemed to create a partnership, joint venture, or relationship or
otherwise between the Parties.
Buyer and Service Provider hereby acknowledge and agree that neither of them shall use,
copy, adapt, or alter or part with any information in their possession of the other that is disclosed
or comes into its possession under or in relation to this Agreement and that is of confidential
nature. This obligation of Buyer and Service Provider shall not apply to any information that
either Buyer or Service Provider can prove was in its possession on the date it was received or
obtained, that was obtained from any third party, with good and legal title to such information,
that which becomes available to the public domain otherwise than through the default or
negligence of the recipient of such information, or that is independently developed for the
recipient of such information.
9. DISPUTE RESOLUTION
Buyer and Service Provider hereby agree that any disputes or disagreements respecting the
negotiation, performance, or interpretation of this Agreement, shall be resolved as follows:
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A. Buyer and Service Provider shall attempt to resolve any dispute by dealing with each
other directly; and
B. In the event that Buyer and Service Provider cannot resolve the dispute within ___
(__) days after the dispute arises, then each of Buyer and Service Provider shall,
within ___ (__) days thereafter, appoint an arbitrator, and the two arbitrators so
appointed will, within ___ (__) days after their appointments, agree upon the
appointment of a third arbitrator. If Buyer or Service Provider fail to appoint an
arbitrator within the ___ (__)-day time limit outlined above, then that Party shall be
deemed to have forfeited its right to appoint an arbitrator, and the arbitrator
appointed by the other Party shall appoint one other arbitrator, and both of those
arbitrators shall agree upon the appointment of a third arbitrator. Once all three
arbitrators have been appointed, the dispute shall be presented by Buyer and Service
Provider to the three arbitrators at the earliest time or times designated by the three
arbitrators, and the three arbitrators shall resolve the dispute on the basis of a
majority decision. Such decision of the arbitrators shall be final and binding on
Buyer and Service Provider and Buyer and Service Provider shall have no further
right of appeal to any other party, body, authority, or court.
Any notice or notices to be delivered to a Party under this Agreement shall be delivered
by hand, priority post, facsimile transmission, or electronic mail to the address of the Party for
whom it is intended. Subject to any applicable laws of the relevant jurisdiction, any such
communication shall be deemed to have been made to the Party, at the addresses below:
If to Buyer at:
Fax: (____) _____________
If to Service Provider at:
Fax: (____) _____________
Any notice personally delivered shall be deemed to have been received on the day it was
personally delivered provided that, if such notice was been delivered on a business day, then it
shall be deemed received on the next business day thereafter. Any notice sent by facsimile shall
be deemed received on the date on which it was transmitted provided that, if such notice was not
transmitted on a business bay, it shall be deemed received on the next business day thereafter.
Buyer and Service Provider each may change their respective addresses for the purposes of this
Paragraph, from time to time, by giving written notice of any such change thereof to the other
Party in accordance with this Paragraph.
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11. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and shall enure to the benefit of Buyer and Service
Provider and their respective heirs, executors, administrators, successors, and lawful assigns
except that none of the Parties hereto may assign this Agreement or any of their rights and
obligations hereunder unless the prior written consent of the other Party hereto is first obtained.
12. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the
State of _________________________. Any action, suit, or proceeding arising out of or relating
hereto shall be brought in the County of __________________ and each of Buyer and Service
Provider hereby irrevocably submit to the jurisdiction of any such court for the purpose of any
such action, suit, or proceeding.
13. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between Buyer and Service Provider in
respect of the subject matter herein and supersedes all previous negotiations, understandings, and
agreements, verbal or written, with respect to any matters referred to herein. No amendment,
change, qualification, waiver, cancellation, or termination of this Agreement shall be effective or
binding unless executed in writing by the Party to be bound thereby. The failure at any time of
any Party to insist upon strict performance of any provision of this Agreement shall not limit the
ability of that Party to insist at any future time whatsoever upon the performance of the same or
any other provision (except insofar as that Party may have given a valid and effective waiver and
This Agreement may be executed in any number of counterparts, and by facsimile, each of
which shall be considered an original and all of which, taken together, shall constitute one and
the same instrument.
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IN WITNESS WHEREOF, Buyer and Service Provider have hereby executed this
Agreement as of the day and year first above written.
I have authority to bind Buyer.
I have authority to bind Service Provider.
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