The Service Agreement: Elements, boilerplate template, and optional clauses
What is a Service Agreement?
A Service Agreement is a contract between a service provider and a client that outlines the terms and conditions for the provision of services. It typically includes details such as the scope of services, payment terms, warranties, limitations of liability, and termination provisions.
The basic elements of a Service Agreement typically include:
- Description of services
- Payment terms and pricing
- Warranties and guarantees
- Limitations of liability
- Termination and cancellation provisions
- Confidentiality and non-disclosure provisions
- Intellectual property ownership and licensing
- Indemnification provisions
- Governing law and jurisdiction
- Signatures of the parties involved
The following boilerplate template can be used on SimpleSignRequest.com
This Service Agreement (“Agreement”) is made and entered into on [date] by and between [Service Provider], having its principal place of business at [address] (“Service Provider”), and [Client], having its principal place of business at [address] (“Client”).
Scope of Services
Service Provider agrees to provide the services (the “Services”) described in Exhibit A to this Agreement to the Client in accordance with the terms and conditions set forth herein.
Payment and Invoicing
Client shall pay Service Provider the fees set forth in Exhibit A for the Services. Payment shall be made [state payment terms]. Invoices shall be sent by Service Provider to Client [state invoice frequency].
Term and Termination
This Agreement shall remain in effect for the term specified in Exhibit A unless terminated earlier by mutual written agreement of the parties or by either party for cause upon written notice to the other party. Either party may terminate this Agreement upon written notice to the other party in the event of a material breach of this Agreement by the other party.
During the term of this Agreement and for a period of [state confidentiality term] thereafter, each party agrees to hold the other party’s Confidential Information (as defined below) in strict confidence and to use such information only in connection with the performance of this Agreement. “Confidential Information” means any and all information, whether oral or written, that is marked as “Confidential” or “Proprietary” or should be reasonably understood to be confidential or proprietary, including, but not limited to, trade secrets, customer lists, financial data, technical information, inventions, know-how, and any other information that the Disclosing Party reasonably considers to be confidential.
All intellectual property rights in any materials created by Service Provider in connection with the Services shall be the property of the Client. Service Provider hereby assigns to Client all right, title, and interest in and to any such materials.
Limitation of Liability
Service Provider’s liability for any damages arising out of or related to this Agreement or the Services provided hereunder shall be limited to the fees paid by the Client to the Service Provider under this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of [state or jurisdiction].
This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the subject matter hereof. This Agreement may not be amended except in writing signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Description of Services:
[Insert description of services and any relevant details]
What are some clauses that might also be in a Service Agreement?
In addition to the basic elements, a Service Agreement may also include additional clauses depending on the nature of the services being provided and the specific needs of the parties involved. Some common clauses that may be included are:
- Scope of Work: Details the specific services to be provided, deadlines, and deliverables.
- Payment Terms: Includes the pricing structure, payment schedule, and late payment penalties.
- Confidentiality and Non-Disclosure: Obligations for the service provider to keep confidential any proprietary or sensitive information of the client.
- Intellectual Property Rights: Outlines who owns any intellectual property created during the engagement and the licensing terms for any intellectual property.
- Representations and Warranties: Declarations made by the service provider about their qualifications, experience, and ability to perform the services.
- Indemnification: Protects the parties from legal claims and requires one party to compensate the other for damages arising from the engagement.
- Termination: Sets out the conditions under which the agreement may be terminated by either party.
- Force Majeure: Addresses events outside the control of the parties that may impact the ability to perform the services, such as natural disasters or government actions.
- Insurance: Specifies any required insurance coverage for the service provider.
- Dispute Resolution: Details how any disputes between the parties will be resolved, such as through mediation or arbitration.