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Who will provide the services under this agreement? IndividualLast Update September 16th, 2024
Professional Services Agreement
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Table of Contents:A Service Agreement is a form of contract between a contractor and a customer. It allows both parties to properly document the terms of the service that has been agreed between them.
It also offers security in case the agreement is terminated for any reason or the points agreed upon aren’t respected.
Service Agreements can be known by several alternate names, including:
Take advantage of our easy-to-use Service Agreement template, as a smart legal solution.
Creating a comprehensive and complete Service Agreement can feel a little intimidating at first.
This is a binding document and must be properly written and must achieve the formality that contractors and clients would expect before they sign.
Before you start, find out now how a completed Service Agreement should appear by taking a look over our sample document first.
It is important to remember that a Service Agreement outlines the formal, documented terms of a deal. Therefore it must be written carefully to make sure it can be fully enforceable and impossible to misinterpret.
Firstly, a Service Agreement must be written in plain language and with enough information to ensure that both parties’ objectives are properly understood.
To properly create a Service Contract must also ensure that the necessary details are included.
Follow the steps below to ensure your document states all the necessary details in a clear manner.
Both parties must be clearly defined to prevent any ambiguity over who is responsible for what.
The assistance that is being provided must also be explained in enough depth to help anyone read or interpret the contract.
It should properly detail the precise actions that the provider is to be paid for and the goals they must meet.
It is very important not to define a service too broadly. Failure to properly explain the role of the contractor or define the work too broadly can make the client liable to provide more compensation than they may originally think at first.
Additionally, any clauses in the Service Agreement must be properly included and explained. The clauses that you use will ultimately depend on the service being hired, yet, they should be carefully tailored to fit the needs and interests of both parties.
For example, this may include a security provision in case confidential information is being shared to carry out the service. This can exist as its own clause or can be combined with a full Non-Disclosure Agreement (NDA).
Last but not least, the contract should explain what happens if there is a breach on either side. This will help to plan ahead by providing termination conditions and dispute resolution (i.e. Arbitration).
To properly explain the nature of the agreement between the client and the service provider, a Service Agreement must cover a number of essential details.
These include the following considerations:
A Service Contract can be used to formalize the provision of one-on-one services.
However, for certain services, specific agreements are typically better than contracts that only cover general terms and conditions.
A service provider or a client can create an agreement for a specific service, such as:
A Service Agreement is one of many documents that formalize a client-contractor transaction. It has a lot in common with many other types of available legal contracts that focus on the provision of services.
Some of the other common types of service accords include:
If you’re still unsure how Service Agreements work or how they might prove practical for your personal circumstances, we’ve got the answers you need.
Read our FAQs below for a more detailed explanation of some nuances of Service Agreements.
A service contract is another name for a Service Agreement. It is a written legal document that specifically details the nature and terms of an agreement between a client and a contractor. It can be enforced by law.
Service Agreements and contracts allow both parties to specifically formalize their goals for a project.
It also functions as a proper record of the services and compensation originally promised by both client and contractor. This offers protection should any disputes arise in the future.
A Service Level Agreement (SLA) is a binding contract that sets expectations on the level of service that a customer will receive from a supplier or contractor.
This written agreement specifically details the goals and criteria that the service provider must meet in order to fulfill the contract. It is mostly used by companies seeking external suppliers.
An SLA functions in a very similar way to a conventional Service Agreement. However, it gives a much more precise view of what the services provider must achieve as part of the agreement between both parties.
A service provider is a person or company that offers to provide professional assistance to a customer.
In a Service Agreement, they promise to perform a task or service in exchange for compensation from the client and occasionally access to confidential information or special software or tools.
Service providers in this context can represent any professional who is offering skilled assistance to customers in general.
This can include independent vendors such as gardeners, dog groomers, consultants, and computer service providers.
A Service Agreement is a highly useful document for businesses that are planning to provide services.
Alternatively, it can be used by individuals or companies looking to hire service providers.
It is best used in a situation when an oral agreement on the provision of services isn’t considered enough of a guarantee for their fulfillment.
A written agreement may help provide assurances and a firm record of the services required by the customer and what they agree to pay the contractor in return.
Either a customer or a service provider can request a written Service Agreement be signed before specific professional tasks are performed.
This can set an agreement in place for either a single transaction or for an ongoing provision of services over a longer period of time. However, most Service Agreements are often short-term in nature.
You are only a few steps away from your own Service Agreement!
Download our professional examplesThis Service Agreement (hereinafter, the “Agreement”), is dated as of _________ (hereinafter, the “Effective Date”), and is entered into by and between the following parties:
_________ of _________, _________, _________ _________, _________ (hereinafter, the "Client"),
_________ of _________, _________, _________ _________, _________ (hereinafter, the "Contractor").
1. SERVICESDuring the term of the Agreement, _________ shall perform the following services for _________ (hereinafter, the “Services”):
2. PAYMENT AMOUNT AND METHOD
During the Term of the Agreement, the Client agrees to pay the Contractor as follows:
In the event that an invoice is not paid when due, the Contractor shall be entitled to charge interests on the outstanding payment at the rate of % per year, or the maximum percentage of interest permitted under applicable _________ laws.
agrees to pay, in addition to the principal and interest due hereon, all reasonable attorney fees, plus all other costs and expenses of collection and enforcement.
In addition to any other right or remedy provided by law, the failure of _________ to pay for the Services when due shall be considered a material breach of this contract, and _________ may terminate this Agreement and/or seek legal remedies.
3. TERM
This Agreement will commence on the Effective Date and shall continue until completion of the Services by the Contractor, unless earlier terminated as provided herein, or unless extended by mutual agreement expressed in writing signed by both parties prior to the completion of the Services by the Contractor.
4. OWNERSHIP OF WORK
The Contractor acknowledges and agrees that all intellectual property and related material, including but not limited to any copyrightable works, ideas, discoveries, inventions, patents, products or other information (hereinafter, the “Work Product”), performed under this Agreement shall be considered “Work Made for Hire” as defined in the U.S. Copyright laws and, therefore, shall be owned by and be for the express benefit of the Client.
If requested by the Client, the Contractor will provide and execute all necessary documentation to confirm or perfect the ownership of the Client to the Work Product.
5. INDEPENDENT CONTRACTOR
The Contractor certifies that, in providing the Services under this Agreement, he is acting as an independent contractor and not as an employee or an agent. Nothing contained in this Agreement shall be deemed to constitute an employment, agency, joint venture or partnership relationship between the parties.
6. NON EXCLUSIVE CLAUSE
The Parties hereby acknowledge that this Agreement is non-exclusive, and nothing herein shall prevent either Party from entering into similar or same agreements with third parties.
7. EVENTS OF DEFAULT
The occurrence of any of the following events shall constitute and is hereinafter referred to as an "Event of Default":
a. If either party fails to make a required payment when due.
b. If either party becomes unable to perform its duties and fails to make available or deliver the Services in the time and manner provided for in this Contract.
c. If either party becomes or is declared insolvent or bankrupt.
d. If either party’s property becomes subject to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
8. REMEDIES
In the event that either party (hereinafter, the “Defaulting Party”) fails to perform any of its material obligations under this contract, or if any one of the hereinabove described Events of Default occurs which causes damage to the other Party (hereinafter, the “Non-defaulting Party”), it shall be considered a material breach of this Agreement.
In such an event, the Non-defaulting Party may notify the Defaulting Party in writing and request it to rectify and correct such breach of contract within _________ working days from the effective date of such notice. If the Defaulting Party fails to cure the default(s) within such period of time, this agreement will be automatically terminated.
The defaulting Party shall be liable for any such breach pursuant to the applicable laws.
9. FORCE MAJEURE
Neither party shall in no event be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for any delay or failure in fulfilling or performing any obligation under this agreement when such delay or failure is resulting from circumstances beyond its reasonable control (hereinafter, “Force Majeure causes”).
The term Force Majeure shall include, without limitation, acts of God, acts of civil or military authorities, insurrections, vandalism, riots, wars, lock-outs, embargoes, acts of nature, fire, natural disasters, epidemics, work stoppages or other labor disputes, or supplier failures.
A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event:
(a) provide written notice to the other Party of the nature and extent of any such Force Majeure cause; and
(b) use reasonable efforts to remove any such causes and resume performance under this Agreement, as soon as reasonably practicable.
10. DISPUTE RESOLUTION
In the event a claim, dispute or controversy arises out of or in connection with this Agreement, the parties agree to attempt to resolve the claim, dispute or controversy by conducting good faith negotiations.
If the parties are unable to settle the matter between themselves within 30 days, the dispute shall thereafter be resolved by binding arbitration under the then current Commercial Arbitration Rules of the American Arbitration Association.
11. ENTIRE AGREEMENT
This document constitutes the entire agreement and understanding between the parties, and supersedes all prior agreements and understandings, whether oral or written, with respect to the subject matter of this Agreement.
12. SEVERABILITY
This Agreement will be enforced to the fullest extent permitted by applicable law.
If for any reason any term or provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability will not affect any other term or provision of this Agreement. However, the parties shall cease performing such invalid or unenforceable provisions and negotiate in good faith to replace such invalid or unenforceable provision with a valid, legal and enforceable provision consistent with the intent original one.
13. AMENDMENTS
This Agreement may be amended or modified as needed. However, any modification, variation or amendment of this Agreement shall only be valid if made in writing form and duly signed by the parties obligated under the amendment.
14. GOVERNING LAW
This Agreement shall be governed, construed and interpreted in accordance with the Laws of the State of .
15. NOTICES
Any and all notices, requests, demands or other communications to be given under this Agreement must be (i) given in writing and (ii) personally delivered or mailed by certified or registered mail, return receipt requested, or transmitted by electronic mail transmission to the party to whom such notice or communication is directed, to the mailing address or electronic mail address of such party as set forth in the opening paragraph of this Agreement, or to such other address or email address as any party may from time to time notify the other.
16. WAIVER
The waiver by either party of a breach, default, delay or omission of any of the provisions of this Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.
17. ATTORNEY'S FEES
In the event that any action is instituted to enforce or interpret the validity of this Agreement or any of its provisions, the prevailing party in such action shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other available remedies.
18. ASSIGNMENT
This Agreement and all rights and obligations hereunder may not be assigned by either party without prior written consent of the other party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
