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SERVICE AGREEMENT

This Service Agreement ("Agreement") is entered into on [Date] between:

CLIENT: [Client Name/Company], located at [Client Address], ID/Tax Number: [ID/Tax Number] ("Client")

SERVICE PROVIDER: [Provider Name/Company], located at [Provider Address], ID/Tax Number: [ID/Tax Number] ("Provider")

ARTICLE 1: SCOPE OF WORK

1.1 Services. Provider agrees to perform the following services:

[Detailed Description of Services]

1.2 Deliverables. Provider shall deliver the following:

  • [Deliverable 1]
  • [Deliverable 2]
  • [Deliverable 3]

1.3 Quality Standards. All work shall meet professional industry standards and the following specifications: [Quality Standards/Specifications]

1.4 Exclusions. The following are NOT included in this Agreement: [List Exclusions]

ARTICLE 2: TIMELINE AND MILESTONES

2.1 Start Date. Work shall commence on [Start Date].

2.2 Completion Date. Final delivery shall be completed by [Completion Date].

2.3 Milestones. The following milestones shall be met:

  • [Milestone 1] - Due: [Date]
  • [Milestone 2] - Due: [Date]
  • [Milestone 3] - Due: [Date]

ARTICLE 3: COMPENSATION AND PAYMENT

3.1 Contract Price. Client agrees to pay Provider a total of [Total Amount] ([Amount in Words]) for the services described herein.

Payment structure (check one):

☐ Fixed Price: Full amount due upon completion

☐ Milestone Payments:

  • Upon signing: [Amount]
  • Upon [Milestone]: [Amount]
  • Upon completion: [Amount]

☐ Hourly Rate: [Rate] per hour, not to exceed [Maximum Amount]

3.2 Payment Terms. Payment shall be made within [Number] days of invoice via [Payment Method].

3.3 Late Payment. Payments not received within the specified period shall incur a late fee of [Percentage]% per month or the maximum allowed by law.

3.4 Expenses. (Check one):

☐ All expenses included in contract price

☐ Client reimburses approved expenses with receipts

ARTICLE 4: INTELLECTUAL PROPERTY

4.1 Ownership. (Check one):

☐ Work for Hire: Client owns all rights upon full payment. Provider transfers all copyright, trademark, and other intellectual property rights to Client.

☐ Licensed Work: Provider retains ownership and grants Client a [Non-Exclusive/Exclusive] license to use the work for [Purpose].

4.2 Portfolio Use. Provider may display completed work in portfolio unless Client objects in writing.

4.3 Pre-Existing Materials. Provider retains all rights to pre-existing materials, tools, and methodologies used in creating the work.

ARTICLE 5: REVISIONS AND ACCEPTANCE

5.1 Review Period. Client shall have [Number] business days to review deliverables and request revisions or approve.

5.2 Included Revisions. Provider shall provide up to [Number] rounds of revisions at no additional charge for minor adjustments within the original scope.

5.3 Additional Revisions. Revisions beyond the included rounds or outside the original scope shall be billed at [Hourly Rate] per hour.

5.4 Deemed Acceptance. If Client does not respond within the review period, the deliverable shall be deemed accepted and payment shall become due.

ARTICLE 6: INDEPENDENT CONTRACTOR

6.1 Relationship. Provider is an independent contractor, not an employee, agent, or partner of Client. This Agreement does not create any employment relationship.

6.2 No Benefits. Provider is not entitled to employee benefits, including health insurance, paid leave, retirement benefits, or unemployment compensation.

6.3 Taxes. Provider is responsible for all taxes, including income tax and self-employment tax. Client may withhold taxes as required by law.

6.4 Equipment and Tools. Provider shall supply all equipment, tools, and materials necessary to perform the services.

ARTICLE 7: CONFIDENTIALITY

7.1 Confidential Information. Provider agrees to maintain confidentiality of all proprietary information, trade secrets, business strategies, customer data, and other confidential information disclosed by Client.

7.2 Obligations. Provider shall:

  • Not disclose confidential information to third parties
  • Use confidential information only for performing services
  • Return all confidential materials upon termination

7.3 Duration. Confidentiality obligations shall continue for [Number] years after termination of this Agreement.

ARTICLE 8: WARRANTIES

8.1 Provider Warranties. Provider warrants that:

  • Work will be performed in a professional and workmanlike manner
  • Work will meet the specifications outlined in this Agreement
  • Work will not infringe on third-party intellectual property rights
  • Provider has the right and authority to enter into this Agreement

8.2 Warranty Period. Provider shall correct any defects in the work at no charge for [Number] days after delivery, excluding defects caused by Client modifications.

8.3 Limitation of Liability. Provider's total liability under this Agreement shall not exceed the total amount paid by Client. Provider shall not be liable for consequential, indirect, or incidental damages.

ARTICLE 9: TERMINATION

9.1 Termination for Convenience. Either party may terminate this Agreement with [Number] days written notice. Client shall pay for all work completed through the termination date.

9.2 Termination for Cause. Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure within [Number] days of written notice.

9.3 Effect of Termination. Upon termination:

  • Client shall pay for all completed work
  • Provider shall deliver all work in progress
  • Provider shall return all Client materials
  • Confidentiality obligations continue

ARTICLE 10: GENERAL PROVISIONS

10.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and agreements.

10.2 Amendments. This Agreement may be amended only by written instrument signed by both parties.

10.3 Assignment. Provider may not assign this Agreement without Client's prior written consent.

10.4 Governing Law. This Agreement shall be governed by the laws of [State/Country].

10.5 Dispute Resolution. Disputes shall be resolved through [Mediation/Arbitration/Litigation] in [Location].

10.6 Severability. If any provision is found invalid, the remaining provisions shall continue in full force.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CLIENT:

Signature: _________________________

Name: [Client Name]

Date: _________________________



SERVICE PROVIDER:

Signature: _________________________

Name: [Provider Name]

Date: _________________________