Service Agreement
This Service Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between:
- [Service Provider Name], a company incorporated under the laws of [Jurisdiction], with its principal place of business at [Address] (hereinafter referred to as the "Service Provider"); and
- [Client Name], a [individual/company] with its principal address at [Address] (hereinafter referred to as the "Client").
Collectively, the Service Provider and the Client are referred to as the "Parties" and individually as a "Party."
1. Scope of Services
1.1 The Service Provider agrees to provide the following services (the "Services") to the Client in accordance with the terms and conditions of this Agreement:
- [Detailed description of Service 1, e.g., "Technical support for software maintenance, including bug fixes, system updates, and operational consultations"]
- [Detailed description of Service 2, e.g., "Content creation services, including writing, editing, and proofreading of English marketing materials"]
- [Additional services as mutually agreed in writing by both Parties]
1.2 The Services shall be performed in accordance with the service standards set forth in Appendix A (if applicable) or industry best practices, and the Service Provider shall complete the Services within the time frame agreed upon in writing by both Parties (the "Service Period").
2. Fees and Payment Terms
2.1 The Client agrees to pay the Service Provider a total fee of [Amount] (in [Currency], the "Service Fee") for the provision of the Services. The breakdown of the Service Fee is as follows:
- [Fee for Service 1: Amount]
- [Fee for Service 2: Amount]
- [Other fees, if any: Amount]
2.2 The payment shall be made in the following installments:
- [First installment: X% of the total Service Fee, payable within X days from the Effective Date]
- [Second installment: X% of the total Service Fee, payable upon completion of [milestone event]]
- [Final installment: Remaining X% of the total Service Fee, payable within X days from the Client’s acceptance of the completed Services]
2.3 All payments shall be made via [payment method, e.g., bank transfer, credit card] to the Service Provider’s designated account:
- Account Number: [Account Number]
- Swift Code: [Swift Code] (if applicable)
2.4 Any late payments shall incur a penalty of [X]% per month (or the maximum rate permitted by law, whichever is lower) on the unpaid amount, calculated from the due date until full payment is received.
3. Rights and Obligations of the Parties
3.1 Service Provider’s Obligations
- Perform the Services with due diligence, professional skill, and in compliance with applicable laws, regulations, and industry standards.
- Provide the Client with regular progress updates regarding the performance of the Services, upon the Client’s reasonable request.
- Cooperate with the Client in good faith to address any issues or concerns related to the Services.
- Maintain the confidentiality of all confidential information provided by the Client (as defined in Section 5).
3.2 Client’s Obligations
- Provide the Service Provider with all necessary information, materials, and access required for the performance of the Services in a timely manner.
- Cooperate with the Service Provider in good faith to facilitate the performance of the Services.
- Review and provide feedback on the Services within [X] days of receiving the Service Provider’s delivery.
- Pay the Service Fee in accordance with Section 2.
4. Intellectual Property Rights
4.1 All intellectual property rights (including but not limited to copyrights, trademarks, patents, trade secrets, and any other proprietary rights) in any materials, works, or deliverables created by the Service Provider in connection with the Services (the "Deliverables") shall belong to [Client/Service Provider, as agreed] upon full payment of the Service Fee.
4.2 If the Client retains ownership of the Deliverables, the Service Provider grants the Client a perpetual, non-exclusive, worldwide license to use, reproduce, modify, and distribute the Deliverables for the Client’s business purposes.
4.3 The Service Provider warrants that the Deliverables do not infringe upon any third-party intellectual property rights and shall indemnify the Client against any claims, damages, or losses arising from such infringement.
5. Confidentiality
5.1 Each Party shall maintain the confidentiality of all non-public information disclosed by the other Party in connection with this Agreement (the "Confidential Information"), including but not limited to business plans, financial data, customer lists, technical specifications, and trade secrets.
5.2 Neither Party shall disclose or use the other Party’s Confidential Information for any purpose other than the performance of this Agreement, without the prior written consent of the disclosing Party.
5.3 This confidentiality obligation shall survive the termination of this Agreement for a period of [X] years.
6. Term and Termination
6.1 This Agreement shall commence on the Effective Date and continue until the completion of the Services and full payment of the Service Fee, unless earlier terminated in accordance with this Section.
6.2 Either Party may terminate this Agreement with written notice if the other Party materially breaches any term of this Agreement and fails to cure such breach within [X] days of receiving written notice thereof.
6.3 Either Party may terminate this Agreement immediately with written notice if the other Party becomes insolvent, files for bankruptcy, or undergoes liquidation.
6.4 Upon termination of this Agreement:
- The Client shall pay the Service Provider for all Services performed up to the date of termination.
- The Service Provider shall deliver all partial Deliverables completed up to the date of termination to the Client.
- Both Parties shall return or destroy all Confidential Information of the other Party and provide written confirmation thereof.
7. Liability and Indemnification
7.1 The Service Provider’s total liability for any claims arising out of or in connection with this Agreement shall not exceed the total Service Fee paid by the Client.
7.2 Neither Party shall be liable for any indirect, incidental, consequential, special, or exemplary damages (including but not limited to lost profits, lost business opportunities, or damages to reputation) arising out of or in connection with this Agreement, whether in contract, tort, or otherwise.
7.3 Each Party shall indemnify, defend, and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorney’s fees) arising out of or in connection with the indemnifying Party’s breach of this Agreement or negligence.
8. Governing Law and Dispute Resolution
8.1 This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of laws principles.
8.2 Any dispute, controversy, or claim arising out of or in connection with this Agreement shall first be resolved through good-faith negotiations between the Parties.
8.3 If the dispute cannot be resolved through negotiations within [X] days, it shall be submitted to arbitration in [City, Country] in accordance with the rules of [Arbitration Institution, e.g., ICC, AAA]. The arbitration award shall be final and binding on both Parties.
9. General Provisions
9.1 This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral.
9.2 Any amendment or modification to this Agreement shall be in writing and signed by both Parties.
9.3 Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party.
9.4 This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
9.5 Any notice required or permitted under this Agreement shall be in writing and delivered via [registered mail, email, courier service] to the addresses set forth at the beginning of this Agreement.
9.6 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.