Set clear terms and conditions for any services: Contract for Services
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What is a Contract for Services?
A Contract for Services is a useful tool whether you provide services for someone else or they provide them for you. After all, Contracts for Services help put your agreements in writing and keep your business relationships in good standing.
Sometimes referred to as Service Agreement, Service Contract, or Service Provider Agreement, this document should not be used if the service provider is an individual. It deals with services purchased from a business – if you're getting a service from an individual, you may be looking for an Independent Contractor Agreement.
When to use a Contract for Services:
- Your business will be providing services for a business or individual.
- You will be contracting with a business to receive services.
Have questions about your Contract for Services?
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- Ask an attorney a question. Connect with an attorney for legal information, with a written answer within one business day or a live consultation.
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Sample Contract for Services
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This Contract for Services is made effective as of , by and between of , , (the "Recipient"), and of , , (the "Provider").
. DESCRIPTION OF SERVICES. Beginning on , will provide to the services described in the attached Exhibit (collectively, the "Services"). the following services (collectively, the "Services"):
. PAYMENT. Payment shall be made to Provider in the total amount of upon completion of Servicesupon execution of this Contract. no later than .in regular payments of per until termination of this Agreement. according to the following schedule: agrees to pay as follows:
Event and Payment Amount
In addition to any other right or remedy provided by law, if fails to pay for the Services when due, has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.
. TERM. This Contract will terminate automatically on . will terminate automatically upon completion by Provider of the Services required by this Contract. may be terminated by either party upon days' prior written notice to the other party. An email notice by one party will suffice. will remain in effect for a period of .
. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by Provider in connection with the Services will be the exclusive property of Recipient. Upon request, Provider will execute, within a reasonable period of time, all documents necessary to confirm or perfect the exclusive ownership of Recipient to the Work Product.Provider. Upon request, Recipient will execute all documents necessary to confirm or perfect the exclusive ownership of Provider to the Work Product.
. INDEMNIFICATION. Provider agrees to indemnify and hold Recipient harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Recipient that result from the acts or omissions of Provider and/or Provider's employees, agents, or representatives.
. WARRANTY. Provider shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Provider's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Provider on similar projects.
. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
| a. | The failure to make a required payment when due. |
| b. | The insolvency or bankruptcy of either party. |
| c. | The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. |
| d. | The failure to make available or deliver the Services in the time and manner provided for in this Contract. |
. ATTORNEYS' FEES AND COLLECTION COSTS. If there is dispute relating to any provisions in this Contract, the prevailing party is entitled to, and the non-prevailing party shall pay, the costs and expenses incurred by the prevailing party in the dispute, including but not limited to all out-of-pocket costs of collection, court costs, and reasonable attorney fees and expenses.
. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.
. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
. AMENDMENT. This Contract may be modified, but such modification must clearly demonstrate an agreement by both parties. An email correspondence showing mutual consent to amend the Contract will be sufficient to show that a modification by both parties has occurred.This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Commonwealth of .
. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.
. ATTORNEY'S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney's fees and costs, both in the trial court and on appeal.
. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.
Service Recipient:
| By: | Date: |
Service Provider:
| By: | Date: |
EXHIBIT A: DESCRIPTION OF SERVICES
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About Contracts for Services
Learn about how to set clear terms and conditions for any services
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What are the common terms in a Contract for Services?
A Contract for Services, also known as a Service Agreement, outlines the terms and conditions under which services from a company will be provided to its client. While the specific terms can vary, here are some of the common terms you may stumble upon when making your own contract:
General provisions
A Contract for Services should include provisions that:
- Make it clear that the document contains the entire agreement of the parties.
- Require any changes to the contract to be in writing and signed by the party affected by the change.
- Preserve the remainder of the contract if one of its provisions is unenforceable.
- Specify which state's laws will govern any disputes between the parties.
Term
The term, or length, of the contract should be clearly stated. Options for the term include: upon the completion of the services, upon a specific event or occurrence, on a specific date, upon written notice by either party, or on some other basis. However, certain provisions of the contract will survive the termination of the contract. For example, if the contract includes a confidentiality provision, the provider must continue to keep the recipient's protected information confidential beyond the stated term of the contract.
Warranties
This document includes an option that allows the provider to offer a warranty stating that the services delivered under the contract will meet the local standards of similar providers in the community. This states a minimum level of performance that the provider must meet to fulfill the terms of the contract. However, it should not be included in the contract if the provider will not offer a specific warranty.
Product ownership
If a product is created as a result of the service, it is important to specify which party will own the rights to the work product. The recipient generally has an expectation to be the owner of any work product resulting from the services. This provision confirms this expectation and obligates the provider to cooperate in documenting the recipient's ownership rights.
Payment
Payment terms vary depending on the services provided and the parties involved. Often, the recipient agrees to pay for the services in a lump sum upon completion of the services. Another option is to pay for the services based on an hourly fee and the number of hours required to complete the services. If the contract is for services to be provided on an ongoing basis, installment payments may be preferred.
Confidentiality
The Contract for Services includes an option that obligates the provider to protect and not disclose the recipient's proprietary or confidential information. "Confidential information" is private information that is unique to a specific business or individual. Additionally, information is confidential if unauthorized disclosure could result in harm to the owner. Some examples of "confidential information" might include customer lists, trade secrets, products, business plans, financial statements, and manufacturing processes.
Breach of contract
If a party to a contract fails to meet its contract obligations, usually to perform an act, deliver prescribed goods, or make a payment by a prescribed deadline, that party is in "breach" or "default" of the contract.
When one party defaults under a contract for the first time, or in a non-material way, that default does not necessarily entitle the non-defaulting party to immediately terminate the contract. Rather, it is recommended that a Notice of Contract Default be given and an opportunity to cure. If, after a reasonable period of time, the problem is not corrected, then a notice of termination may be given.
Still have questions? Don’t worry – you can always ask a Rocket attorney.
Contract for Services FAQs
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What is a Contract for Services?
A Contract for Services allows you to establish good professional relationships and prevent future misunderstandings by having a written agreement in place. Also known as an Agreement for Services or Service Contract, this document defines the relationship between the business providing a service and the person or business receiving it. A Contract for Services helps both parties by creating a clear record of the price, duration of services, obligations, and more so that if one party disagrees, the other is protected.
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What should be included in a Contract for Services?
A Contract for Services should contain all of the basic terms of the working relationship. For example:
- The parties to the agreement.
- Payment information.
- The term of the contract.
- Information regarding ownership of work products generated as a result of the contract.
- Dispute resolution information.
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Why is a Contract for Services important?
A Contract for Services is important because it clearly defines the expectations and obligations of both parties, reduces the risk of disputes, and provides a legal framework for addressing issues that may arise during the provision of services.
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What are the four elements of a valid Contract for Services?
The four elements of a valid contract are: offer, acceptance, intention to create a legally binding relationship, and consideration (usually money).
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What is a Service Provider Agreement?
A Service Provider Agreement can be another name for a Contract for Services, or it can refer to a more formalized agreement. A Service Provider Agreement is also a common feature found in some warranties and sales contracts. For example, if you buy a brand-new washer or dryer, it may come with a Service Provider Agreement that outlines the terms should the appliance require service.
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What happens if the scope of services changes during the Service Provider Agreement?
A Contract for Services can include provisions for handling changes to the scope of services, including whether additional fees will be incurred, and how any modifications will be documented and approved.
