This Fee Agreement sets forth the terms and conditions of an agreement between a
client and a service provider. This document includes provisions regarding the services
to be provided, compensation terms, the duration of the agreement and intellectual
property rights. It contains numerous standard provisions as well as opportunities for
customization to address the specific needs of the parties. This should be used by
service providers and clients when entering into an agreement for services.
THIS FEE AGREEMENT (the “Agreement”), is made on ___[Date]___, by and between
_[Name of Service Provider]_ (“Service Provider”) located at _[Address]_, __________,
__________ __________ and _[Name of Client]_ (“Client”), located at _[Address]_,
__________ __________ __________ hereinafter referred to as (the “Parties”).
WHEREAS, Client desires to obtain the services of Service Provider; and
WHEREAS, Service Provider agrees to provide to Client the services it so desires (the
NOW, THEREFORE, the Parties agree that Client shall obtain and Service Provider shall
provide the subject Services pursuant to the following terms and conditions:
Service Provider shall provide the following services to the Client (the “Services”):
_[Description of services to be provided]____________________________________________
A. The term shall commence on __________ (the “Commencement Date”) and will
automatically expire on __________ (the “Term”).
B. Client may request to extend the Term (“Extension Term”) by providing written notice to
Service Provider no less than __________ days prior to the expiration of the Term. The request
shall include the length of the extension and any modifications to the terms and conditions
contained herein. Service Provider shall have __________ days to accept Client’s request.
III. SERVICE PROVIDER RESPONSIBILITIES
A. Service Provider hereby agrees as follows:
1. Service Provider shall commence the Services contemplated herein on the
Commencement Date and shall perform all of the Services diligently and using its best
efforts to conform to local standards and practice;
2. Service Provider shall provide Client a mutually agreed upon work schedule for
the Services to be performed; and
3. Service Provider shall at all times keep employed an adequate number of staff to
perform the Services contemplated herein.
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A. Client shall pay Service Provider the sum of __________ Dollars in a lump sum (the
“Fees”) for the Services to be performed. [Modify this section accordingly to reflect the payment
B. All Fees are due and payable upon completion of the Services. All invoices will include
a detailed description of the Services performed for which payment is being requested.
V. MODIFICATIONS TO AGREEMENT
The Parties agree that either party shall have the right to modify this Agreement upon
__________ days written notice to the other party. Any modifications must be in writing and
signed by both Parties.
VI. INTELLECTUAL PROPERTY
A. Client and Service Provider hereby acknowledge and agree that Service Provider shall
assign and transfer to Client all rights and license to use, copy, and modify any of the Services
created or provided by Service Provider to Client hereunder.
B. Service Provider hereby acknowledges and agrees that Service Provider shall assign full
right and title to Client of any and all copyrights and other intellectual property rights that may
exist in relation to the Services created and provided to Client 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.
VII. SERVICE PROVIDER’S EMPLOYEES
A. Service Provider shall use its own staff, employees and sub-contractors in respect to the
Services to be performed.
B. The Parties acknowledge that the relationship between Client and Service Provider is that
of an independent contractor and Service Provider alone has exclusive control and supervision of
its staff, employees and sub-contractors. Nothing herein shall be construed to mean that Service
Provider or any of its staff, employees or sub-contractors are agents, employees or
representatives of Client.
C. Service Provider shall at all times ensure that industry accepted safety standards and
practices are followed while performing the Services. Service Provider shall at all times comply
with all ordinances, regulations, and other legal requirements and obligations of the applicable
jurisdiction while performing the Services.
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Service Provider shall at all times maintain liability insurance coverage to cover any
claims for injuries to person or damages to property which may arise in connection with the
performance of the Services by Service Provider, its staff, employees and sub-contractors. The
policy shall be in an amount of not less than __________ Dollars. Service Provider shall also
provide worker’s compensation insurance for its staff, employees and sub-contractors. Client
may at any time request that Service Provider provide proof of liability and worker’s
compensation insurance and any other certificates or documents reflecting that Service Provider
is in full compliance with all legal requirements and obligations.
The Parties acknowledge that the Services to be performed hereunder are non-exclusive
and that Client shall have the right to contract with a third party for the same or similar services
for which Service Provider is engaged, and similarly Service Provider is free to enter into
contracts to perform the same or similar services for third parties.
X. EVENTS OF DEFAULT
In the event of non-performance by either Party of any of its obligations contained herein,
the non-defaulting Party shall serve the defaulting Party with written notice of the alleged
breach. The defaulting Party shall have __________ days from the date of such notice to cure
and rectify any non-performance or non-compliance. Upon the correction of any non-
performance or non-compliance by the defaulting Party, the Agreement shall continue for the
duration of the Term or Extension Term. In the event that the defaulting Party fails to correct
any non-performance or non-compliance issue within the time frame set out above, the non-
defaulting Party may terminate this Agreement immediately and without further notice.
Service Provider shall treat all information relating to Client, its business practices and,
any other information that Service Provider may become aware of that is proprietary to Client, as
confidential and shall not disclose any such confidential information to any third party except as
may be reasonably required pursuant to this Agreement or as required by court order.
A. Service Provider shall indemnify and hold Client, its subsidiaries, officers, directors,
employees and agents harmless from and against any loss, liability, damage, including but not
limited to, any reasonable attorney fees and court costs which may arise out of or in connection
with the Services performed hereunder, save and except for the gross negligence and willful
misconduct of Client, its subsidiaries, officers, directors, employees and agents.
B. Service Provider shall at all times be solely responsible and liable for any damages
caused by its staff, employees or sub-contractors to any of the Client’s equipment, property or
fixtures and shall make all repairs and/or replacements for any such damage without cost to
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Any controversy or claim arising out of or in relation to this Agreement or the validity,
construction or performance of this Agreement, or the breach thereof, shall be resolved by
arbitration in accordance with the rules of the American Arbitration Association (AAA) under its
jurisdiction in the State of __________ before a single arbitrator. The parties shall have the right
to engage in pre-hearing discovery in connection with such arbitration proceedings. The parties
agree hereto that they will abide by and perform any award rendered in any arbitration conducted
pursuant hereto, that any court having jurisdiction thereof may issue a judgment based upon such
award and that the prevailing party in such arbitration and/or confirmation proceeding shall be
entitled to recover its reasonable attorneys fees and expenses. The arbitration award shall be
final, binding, and non-appealable. The Parties agree to accept service of process in accordance
with the AAA Rules
XIV. GENERAL PROVISIONS
A. Neither Party may assign any obligations hereunder to any third party without the prior
written consent of the other Party.
B. This Agreement and the work schedules referred to herein constitute the entire agreement
between the Parties and supersede all prior agreements, representations, warranties, statements,
promises, information, arrangements and understandings, whether oral or written, express or
implied, with respect to the subject matter hereof.
C. This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which taken together shall be deemed to constitute one and
the same instrument. This Agreement may be executed and delivered by electronic facsimile
transmission with the same force and effect as if it were executed and delivered by the Parties
simultaneously in the presence of one another.
D. Any notices to be delivered pursuant to this Agreement shall be delivered to:
in the case of Client to:
__________, __________ __________
in the case of Service Provider to:
__________, __________ __________
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and, in each case, mailed by ordinary mail, postage prepaid, or delivered to that address;
and, if mailed as aforesaid, any such notice shall have been deemed to have been given on
the fifth (5th) business day following that on which the letter containing the notice was
posted. If any notice is given by electronic communication, such notice shall be deemed to
be delivered on the day of transmittal thereof if given during normal business hours of the
recipient and on the next business day if given after normal business hours. Any party may
change its address for service from time to time by notice given in accordance with the
E. In the event a court of competent jurisdiction finds any provision of this Agreement
invalid or unenforceable, the remaining terms shall remain in full force and effect.
F. This Agreement shall be governed in accordance with the laws of the State of
__________. The parties hereby irrevocably submit to the jurisdiction of the courts of the State
of __________ located in __________ County. In any suit or arbitration regarding the
Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of __[Date]__.
_[Service Provider Name]_
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