Service Contract

Educational template — not legal advice. This template is a starting point only. Have a qualified lawyer review and adapt it before you sign or send it. PropoDoc is not a law firm.

Provider: [Provider legal name, entity type, and registered address] Client: [Client legal name, entity type, and registered address] Effective date: [Date]

---

1. Parties

This Service Contract is made between [Provider legal name] ("Provider") and [Client legal name] ("Client"). [Note: use full legal entity names exactly. Confirm with your lawyer that the named entities are the ones you intend to bind.]

2. Services / scope of work

The Provider will perform the following services for the Client:

• [Service 1 — describe in concrete terms]
• [Service 2 — describe in concrete terms]
• [Service 3 — describe in concrete terms]

Out of scope: [List anything that is explicitly NOT included, to prevent scope disputes.]

[Note: for detailed deliverables, attach a Statement of Work as Schedule A and reference it here.]

3. Fees and payment

• Fees: [State the price and structure — e.g., a fixed monthly fee, milestone payments, or hourly rate.]
• Invoicing: [When invoices are issued and the payment window, e.g., invoices issued monthly, due within 14 days.]
• Late payment: [State any interest or fee on overdue amounts.]
• Expenses and taxes: [State who covers approved expenses and whether fees are inclusive or exclusive of tax.]

[Note: ask your lawyer about local rules on late-payment interest and tax handling.]

4. Term and renewal

This contract begins on the effective date and continues for [term, e.g., 12 months]. [State whether it renews automatically and the notice period to prevent renewal, e.g., it renews for successive 12-month terms unless either party gives 30 days' written notice.]

[Note: auto-renewal and notice-period clauses are frequently disputed — have your lawyer confirm they are enforceable where you operate.]

5. Service levels

The Provider commits to the following measurable service levels:

• [Service level 1 — e.g., respond to support requests within 1 business day]
• [Service level 2 — e.g., maintain agreed availability]

Remedy for missed service levels: [State the agreed remedy, e.g., a service credit.]

6. Intellectual property

[State who owns the work product and when ownership transfers — e.g., the Client owns deliverables on full payment, and the Provider retains its pre-existing tools and methods, granting the Client a licence to use them as part of the deliverables.]

[Note: IP ownership and licence terms vary widely — have your lawyer tailor this to your work.]

7. Confidentiality

Each party will keep the other's non-public information confidential and use it only to perform this contract. This obligation continues for [period] after the contract ends.

8. Warranties

The Provider warrants that the services will be performed with reasonable skill and care. [State any other limited warranties, and the disclaimer of broader implied warranties, as advised by your lawyer.]

9. Limitation of liability and indemnity

[State the liability cap and any indemnities. These clauses allocate significant financial risk and should be drafted and reviewed by a qualified lawyer. Do not rely on placeholder wording here.]

10. Termination

• For convenience: [e.g., either party may terminate with 30 days' written notice.]
• For cause: [e.g., either party may terminate immediately on a material, uncured breach.]
• On termination: [State what is owed and what is returned.]
• Survival: [List clauses that survive — typically confidentiality, IP, and accrued fees.]

11. General

• Governing law: [Jurisdiction]
• Dispute resolution: [e.g., negotiation, then mediation, then courts of the governing jurisdiction]
• Assignment: [Whether either party may assign the contract.]
• Amendments: [How the contract can be changed — usually only in writing, signed by both parties.]

[Note: this "general" section decides which law and court apply to any dispute. Confirm all of it with your lawyer.]

12. Signatures

Provider: ______________________ Name: [ ] Title: [ ] Date: ____________

Client: ______________________ Name: [ ] Title: [ ] Date: ____________