This Service Agreement ("Agreement") is entered into as of ________ day of ________________, ________ ("Effective Date") by and between:
1. Parties 1.1 Service Provider ("Contractor")(1) , of (the "Contractor").
1.2 Client(1) , of (the "Client").
Each Service Provider and each Client may be referred to individually as a "Party" and collectively as the "Parties."
Contractor will perform the following services (the "Services"):
The Services also include any additional tasks the Parties agree to in writing, and the Contractor will perform those Services for the Client.
2.2 Delivery LocationServices will be performed and/or delivered at the Client's location.
2.3 Changes to ServicesAny material change to the Services, scope, timeline, or deliverables must be agreed in writing (including email) by authorized representatives of the Parties. Any pricing or schedule impact will be documented before work continues.
Client will pay Contractor for the Services based on the following billing type: Flat fee
Total fee: $0.00
3.2 Sales TaxTax treatment is not specified in this Agreement. Each Party is responsible for determining and fulfilling their own tax obligations under applicable law.
3.3 Invoice FrequencyContractor will invoice Client when services are complete.
3.4 Payment DueInvoices are due within 30 days.
The Agreement's duration type is ongoing until terminated.
4.2 Ending the Contract EarlyEither Party may terminate this Agreement by giving 30 days' written notice to the other Party.
Effect of termination: Client will pay for all Services performed and pre-approved expenses incurred through the termination effective date plus any non-cancelable commitments made in reliance on this Agreement that were disclosed to Client in advance. Service Provider will deliver any completed work paid for as of the termination effective date and will reasonably cooperate in transition as requested (at the applicable rate, if any).
4.3 ConfidentialityEach party (“Disclosing Party”) may disclose confidential or proprietary information (“Confidential Information”) to the other party (“Receiving Party”), whether in written, oral, electronic, or other form, that is marked confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.
The Receiving Party will: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) not disclose it to any third party except to its employees, contractors, and professional advisors who have a need to know and are bound by written confidentiality obligations no less protective than those in this Agreement; and (c) protect it using at least reasonable care and no less than the care it uses to protect its own confidential information of a similar nature.
Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully known to the Receiving Party before receipt from the Disclosing Party; (iii) is independently developed without use of or reference to the Disclosing Party's Confidential Information; or (iv) is rightfully received from a third party without a duty of confidentiality.
If the Receiving Party is required by law or legal process to disclose Confidential Information, it will (to the extent legally permitted) provide prompt notice to the Disclosing Party and cooperate in seeking protective treatment, and will disclose only the portion legally required.
Upon the Disclosing Party's request or upon termination, the Receiving Party will return or destroy Confidential Information in its possession, except as required to retain by law or in routine backup systems.
This section survives termination for 1 year from the date of disclosure; trade secrets will be protected for as long as they remain trade secrets under applicable law.
4.4 Intellectual PropertyTo the extent allowed by law, all deliverables and work product created specifically for Client under this Agreement ("Work Product") are "work made for hire" and owned by Client upon full payment. If any Work Product is not legally work-for-hire, Contractor hereby assigns to Client all right, title, and interest in such Work Product upon full payment.
Contractor retains ownership of any pre-existing materials, tools, templates, know-how, and general skills ("Background IP"), but grants Client a perpetual, worldwide, royalty-free license to use any included Background IP solely as embedded in the Work Product.
4.5 Independent ContractorContractor is an independent contractor and not an employee, partner, or agent of Client. Contractor is responsible for its own taxes, withholdings, insurance, and benefits.
4.6 Warranties and DisclaimersContractor will perform the Services in a professional and workmanlike manner. Except as expressly stated, the Services and Work Product are provided "as is" and the Parties disclaim all other warranties to the extent permitted by law.
4.7 Limitation of LiabilityTo the maximum extent permitted by law, neither Party will be liable for indirect, incidental, special, consequential, or punitive damages. Each Party's total liability under this Agreement will not exceed the total fees paid under this Agreement.
4.8 Force MajeureNeither Party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, outages, war, strikes), provided the affected Party notifies the other and resumes performance as soon as practical.
This Agreement is governed by the laws of the State of , without regard to conflict of law rules.
5.2 NoticesNotices must be in writing and delivered to the addresses listed in Section 1 (or to any updated address provided in writing).
5.3 WitnessesWitnesses included: No witnesses
5.4 Entire AgreementThis Agreement (including any exhibits or statements of work incorporated by reference) is the entire agreement and supersedes prior discussions. Amendments must be in writing and signed (or expressly accepted in writing) by both Parties.
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________ day of ________________, ________
Law Agreements