📋 Service Agreement Template — Free Template

A comprehensive service agreement for ongoing or project-based services between a provider and client.

Who needs this

Agencies, consultants, service providers, and businesses providing recurring services.

What it covers

• Statement of work
• Service levels & performance
• Fees & payment schedule
• Warranties & disclaimers
• Intellectual property ownership / licensing
• Limitation of liability
• Indemnification
• Term & termination

Template clauses

1. Services

The Service Provider shall perform the following services: {{services_description}}. The parties may further detail deliverables in one or more Statements of Work ("SOW") attached to or referenced in this Agreement. Each SOW shall describe the specific services, deliverables, timeline, and fees. This Agreement shall govern all SOWs unless expressly modified in writing.

2. Performance Standards

The Service Provider shall perform the Services in a professional, competent, and timely manner consistent with industry standards. The Service Provider shall use qualified personnel and shall comply with all applicable laws and regulations.

3. Fees & Payment

The Client shall pay {{fee_amount}} for the Services, as further specified in any applicable SOW. Invoices are payable within {{payment_due_days}} days of the invoice date. The late-payment interest rate that applies to past-due amounts is: {{late_interest_rate}}. Expense reimbursement is governed by the following agreed policy: {{expense_policy}}.

4. Term & Termination

This Agreement shall commence on the Effective Date and continue for {{term_length}}, unless earlier terminated under this Section. Either party may terminate this Agreement or any SOW for convenience with {{termination_notice_days}} days' written notice. Either party may terminate immediately for material breach if such breach is not cured within {{cure_period_days}} days of written notice.

5. Warranties & Disclaimers

The Service Provider warrants that it has the right and authority to enter into this Agreement and to perform the Services. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6. Intellectual Property

Each party retains ownership of its pre-existing intellectual property, tools, templates, methodologies, code, and know-how ("Background IP"). {{#when ip_ownership_model=client_owns}}Upon full payment, the Service Provider assigns to the Client all right, title, and interest in custom deliverables specifically created for the Client.{{/when}}{{#when ip_ownership_model=provider_owns_license}}The Service Provider retains ownership of custom deliverables and, upon full payment, grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute those deliverables for the Client's business purposes.{{/when}}{{#when ip_ownership_model=sow_controls}}Ownership of custom deliverables is governed by the applicable SOW. If an SOW does not expressly transfer ownership, the Service Provider retains ownership and grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use the deliverables for the business purposes contemplated by that SOW.{{/when}} To the extent Service Provider Background IP is embedded in a deliverable, the Service Provider grants the Client a perpetual, worldwide, royalty-free license to use that Background IP as part of the deliverable.

7. Limitation of Liability

EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED {{liability_cap}}. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

8. Indemnification

Each party shall indemnify and hold harmless the other party from any third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement.

9. Confidentiality

Each party shall maintain the confidentiality of the other party's non-public information and use it only as needed to perform this Agreement. This obligation shall survive termination for {{confidentiality_survival_years}} years.

10. Independent Contractor

The Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, or agency relationship.

11. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of {{governing_law}}. {{#when dispute_method=court}}Any dispute shall be resolved in the courts located in {{dispute_forum}}.{{/when}}{{#when dispute_method=arbitration}}Any dispute shall be resolved by binding arbitration in {{dispute_forum}}.{{/when}}

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date written above.

[PARTY A NAME]
Signature: __________________________
Date: ______________

[PARTY B NAME]
Signature: __________________________
Date: ______________

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