1. Parties
This Service Agreement (the "Agreement") is made as of [EFFECTIVE DATE] between [SERVICE PROVIDER NAME], of [PROVIDER ADDRESS] (the "Provider"), and [CUSTOMER NAME], of [CUSTOMER ADDRESS] (the "Customer").
2. Services
The Provider will perform the following services: [DESCRIPTION OF SERVICES] (the "Services"), at [LOCATION / REMOTELY], according to the following schedule: [SCHEDULE OR MILESTONES]. Any additional services require a written change order agreed by both parties.
3. Term and Renewal
This Agreement starts on the Effective Date and continues for [INITIAL TERM]. [OPTIONAL: It will renew automatically for successive RENEWAL TERM periods unless either party gives NOTICE PERIOD written notice of non-renewal.]
4. Fees and Payment
The Customer will pay the Provider [FEES, e.g. USD 1,200 per month / USD 8,000 for the project]. The Provider will invoice [INVOICING SCHEDULE], and invoices are due within [PAYMENT TERMS] days. Late payments may incur [LATE FEE], and the Provider may suspend Services if payment is more than [DAYS] days overdue after written notice.
5. Customer Responsibilities
The Customer will provide timely access, information, approvals, and cooperation reasonably needed for the Provider to perform the Services, including [SPECIFIC CUSTOMER RESPONSIBILITIES]. Delays caused by the Customer may extend deadlines accordingly.
6. Service Standards
The Provider will perform the Services in a professional manner, consistent with generally accepted industry standards, and in compliance with applicable laws. [OPTIONAL: The Provider will meet the following service levels: SERVICE LEVELS.] The Customer must report any deficiency within [REPORTING PERIOD], and the Provider will re-perform deficient Services at no extra cost.
7. Confidentiality and Ownership
Each party will keep the other's non-public information confidential and use it only for this Agreement. Upon full payment, the Customer owns deliverables created specifically for it, and the Provider retains its pre-existing materials, tools, and know-how.
8. Limitation of Liability
Neither party is liable for indirect, incidental, or consequential damages. Each party's total liability under this Agreement is limited to [LIABILITY CAP, e.g. the fees paid in the 12 months before the claim], except for breaches of confidentiality or amounts owed for Services.
9. Termination
Either party may terminate this Agreement with [NOTICE PERIOD] written notice, or immediately if the other party materially breaches it and does not cure the breach within [CURE PERIOD] of written notice. The Customer will pay for Services performed through the termination date.
10. Governing Law and General Terms
This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION]. Neither party is liable for delays caused by events beyond its reasonable control. This Agreement is the entire agreement between the parties on its subject and may only be amended in writing signed by both parties.
11. Signatures
The Parties agree that this Agreement may be signed electronically and in counterparts, and that electronic signatures have the same effect as handwritten signatures. PROVIDER: [SERVICE PROVIDER NAME] Signature: ____________________ Name: [SIGNATORY NAME] Title: [SIGNATORY TITLE] Date: [DATE] CUSTOMER: [CUSTOMER NAME] Signature: ____________________ Name: [SIGNATORY NAME] Title: [SIGNATORY TITLE] Date: [DATE]