CLIENT SERVICES AGREEMENT
THIS AGREEMENT is made on [Date],
BETWEEN:
[Service Provider Name], of [Service Provider Address] ("Service Provider")
AND
[Client Name], of [Client Address] ("Client").
WHEREAS
- The Service Provider is engaged in the business of providing [Describe Services, e.g., consulting, design, IT support, etc.].
- The Client wishes to engage the Service Provider to provide such services under the terms set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. DEFINITIONS
1.1 "Services" means the services described in Schedule A attached hereto or as otherwise agreed in writing by the parties.
1.2 "Deliverables" means any tangible or intangible items to be delivered by the Service Provider as part of the Services.
2. SCOPE OF SERVICES
2.1 The Service Provider agrees to provide the Services to the Client as detailed in [Schedule A/Attachment] or as otherwise agreed in writing.
2.2 The Service Provider shall use reasonable skill, care, and diligence in performing the Services.
3. TERM AND TERMINATION
3.1 This Agreement shall commence on [Start Date] and continue until [End Date/Completion of Services], unless terminated earlier in accordance with this Agreement.
3.2 Either party may terminate this Agreement by giving [Notice Period Days] days’ written notice to the other party.
3.3 Either party may terminate this Agreement immediately if the other party breaches any material term and fails to remedy the breach within [Cure Period Days] days after receiving written notice of the breach.
3.4 Upon termination, the Client shall pay for all Services performed and expenses incurred up to the date of termination.
4. FEES AND PAYMENT
4.1 The Client shall pay the Service Provider the fees set out in [Schedule B/Attachment] or as otherwise agreed in writing.
4.2 Payment shall be made within [Payment Terms, e.g., 30 days] of receipt of a valid invoice.
4.3 Late payments may incur interest at a rate of [Interest Rate]% per annum, calculated daily.
4.4 The Service Provider shall be responsible for all taxes arising from the fees, except for any applicable sales tax to be charged to the Client.
5. EXPENSES
5.1 The Client shall reimburse the Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services, provided that receipts or other evidence of payment are provided.
6. CONFIDENTIALITY
6.1 Each party agrees to keep confidential all information obtained from the other party in connection with this Agreement, except as required by law or as necessary to perform the Services.
6.2 This clause shall survive termination of this Agreement.
7. INTELLECTUAL PROPERTY
7.1 Unless otherwise agreed in writing, all intellectual property rights in the Deliverables shall be owned by [Specify: Client/Service Provider].
7.2 The Service Provider grants the Client a [perpetual/non-exclusive/limited] license to use any pre-existing intellectual property included in the Deliverables for the Client’s internal purposes.
8. WARRANTIES AND REPRESENTATIONS
8.1 Each party warrants that it has the right and authority to enter into this Agreement.
8.2 The Service Provider warrants that the Services will be performed in a professional and workmanlike manner.
9. LIMITATION OF LIABILITY
9.1 Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, incidental, or consequential damages.
9.2 The total liability of either party under this Agreement shall not exceed the total fees paid or payable by the Client under this Agreement.
10. INDEPENDENT CONTRACTOR
10.1 The Service Provider is engaged as an independent contractor. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or employment relationship.
11. NOTICES
11.1 Any notice required under this Agreement shall be in writing and delivered to the addresses set out above or such other address as either party may notify in writing.
12. GOVERNING LAW
12.1 This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
13. GENERAL
13.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings.
13.2 Any amendment to this Agreement must be in writing and signed by both parties.
13.3 If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14. DISCLAIMER
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Service Provider
Signature: ___________________________
Name: [Service Provider Name]
Title: [Title/Position]
Date: __________________
Client
Signature: ___________________________
Name: [Client Name]
Title: [Title/Position]
Date: __________________
Schedule A: Description of Services
[Insert detailed description of Services and Deliverables]
Schedule B: Fees and Payment Terms
[Insert detailed fee structure, payment schedule, and any applicable expenses]
