Service Agreement Template

A service agreement is a contract between a supplier and a client to render services for a specific period in exchange for remuneration. It sets out terms covering compensation, term, confidentiality, intellectual property, indemnities, liability, and termination, and is governed primarily by state contract law within the United States.

What is a Service Agreement?

A service agreement is a contract between one person (the Supplier) and another (the Client) to render services for a specific period of time in exchange for remuneration. It is also known as a contractor agreement, and it governs the relationship between the supplier and the client. It sets down the terms and conditions under which the services are delivered and paid for.

In the normal course of business, the client issues a request for proposal, and a supplier responds with a proposal. The client can then accept the proposal, reject it, or issue a purchase order.

If the supplier agrees to provide the services, a service agreement is expected. A service agreement protects both parties: it ensures that the supplier performs the work while the client pays for the services. If you need a general service agreement, a customizable template is provided further down this page.

In the United States, contracts, including service agreements, are governed primarily by state contract law rather than a single federal law. Cornell Law School's overview of contract law explains that most contract law derives from state common law, with statutory law such as the Uniform Commercial Code supplementing it for certain transactions.

What to Include in Your Service Agreement

Service agreements vary depending on a lot of factors, but most agreements normally contain the following common clauses.

• Confidentiality: Neither party may disclose the other's confidential information. A service agreement should also define what counts as confidential information.
• Term: The length of time over which the supplier continues to provide services.
• Delivery of services: The supplier's agreement to render services or provide products for the whole duration of the service agreement.
• Inspection and testing: The supplier agrees that the client can examine and test any aspect of the services.
• Intellectual property: The client generally owns the intellectual property, with no transfer of rights or ownership between the parties.
• Dispute resolution: How the parties will resolve disagreements, including what law applies and which court or venue will hear a dispute.
• Indemnities: The parties' agreement to compensate one another for certain losses, damages, or liabilities.
• Liability: A provision limiting how much either party may be liable for in case of a breach of the agreement.
• Termination: The ways the agreement can end, such as by written notice or termination for breach.

Most service agreements also state that the contractor is an independent contractor, not an employee of the client. That distinction affects tax withholding, benefits eligibility, and liability. The IRS explains how it evaluates independent contractor versus employee status based on behavioral control, financial control, and the type of relationship between the parties.

Why You Need Legal Help When Drafting a Service Agreement

Like other contracts, a service agreement needs to comply with state law, which is why it is often more reliable to have your agreement drafted or reviewed by an attorney.

A lawyer can help make sure your service agreement adequately addresses liability if the client or the supplier suffers a loss. A well-drafted service agreement should be complete in form and should address each party's liability in case of loss or damages. Use the general template below as a starting point, and if you need to hire an attorney, the American Bar Association's Find Legal Help directory is a free way to locate one in your state.

Advantages of Service Agreements

A service agreement is fundamental to protecting both parties in a working relationship. It gives each side the assurance that if a dispute arises, there is a signed agreement to point to and enforce.

This is why it is important for a service agreement to clearly express each party's contractual obligations. That clarity gives both sides more certainty and helps minimize disputes and litigation.

Service Agreement Template

The template below is provided in plain text so you can copy it directly into a word processor and customize it for your own agreement.

SERVICE AGREEMENT

This general service agreement (the "Agreement") is entered into by ( Client's Complete Name ) (referred to as the Client) and ( Contractor's Complete Name ) (referred to as the Contractor) on this ( date ) day of ( month ), ( year ).

I. BACKGROUND

• The Client is of the opinion that the Contractor possesses the necessary qualifications, skills, and experience to provide services to the Client.
• The Contractor agrees to provide the services to the Client on the terms and conditions of this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations, the Client and the Contractor agree as follows:

II. SERVICES PROVIDED

The Client hereby agrees to engage the Contractor to deliver the following services:

( List the various specific services that the Contractor agrees to deliver )

III. TERM

This Agreement shall begin on the date of this Agreement and shall remain in force and effect until the services are completed. The Client may extend the services further with the written consent of the Contractor.

IV. COMPENSATION

The Contractor shall be paid (rate per hour or flat rate) in (currency) as remuneration for the services, payable (date of the month, or at the end of the project). The Contractor shall deliver invoices accordingly. In the event of early termination, the Contractor shall receive compensation pro rata for services partially delivered.

V. REIMBURSEMENT

The Client agrees to reimburse the Contractor for expenses incurred in completing the project, provided the Contractor can substantiate them.

VI. CONFIDENTIALITY

Each party undertakes, with respect to Confidential Information for which it is the recipient, to treat such Confidential Information disclosed by the disclosing party as confidential. Confidential Information shall include any data or information, written or oral, whether business or personal, that would reasonably be considered private or proprietary to the Client, that is not generally known to the public, and whose release could cause irreparable harm to the Client.

VII. OWNERSHIP OF INTELLECTUAL PROPERTY

Nothing contained in this Agreement shall be deemed, by implication or otherwise, to transfer any intellectual property rights owned by the Client to the Contractor. The Contractor recognizes that all intellectual property rights and know-how related to the Client's Confidential Information shall remain the property of the Client or its suppliers.

VIII. RETURN OF PROPERTY

Upon termination or expiration of this Agreement, or earlier at the Client's request, the Contractor shall deliver all items containing Confidential Information to the Client, or otherwise dispose of them as the Client directs.

IX. CAPACITY OF THE CONTRACTOR

In entering into this Agreement, the Contractor acknowledges and expressly agrees that they are acting as an independent contractor and not as an employee. Neither the parties' discussions nor any exchange of material or information shall be deemed to create a partnership, agency, or other relationship between the parties, or to obligate either party to enter into any other agreement, or to prohibit either party from entering into discussions or agreements with third parties, except as otherwise provided in this Agreement. Nothing in this Agreement obliges the parties to enter into future agreements unless expressly stated here or agreed to in writing in another document.

X. NO EXCLUSIVITY

The parties acknowledge that this Agreement is non-exclusive, and that either party is free, during and after the term of this Agreement, to enter into similar agreements with third parties.

XI. INDEMNIFICATION

In consideration of this Agreement, the Contractor agrees to indemnify and hold harmless the Client from and against any damages, losses, costs, or expenses (including legal and judicial expenses) the Client may incur, and from and against any third party's claims and actions, arising from or in any way connected with a breach of the obligations and undertakings provided for in this Agreement.

XII. ASSIGNMENT

This Agreement may not be assigned without the prior written consent of the other party.

XIII. JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of ( State ), and shall be subject to the exclusive jurisdiction of the courts of ( County, State ).

XIV. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any and all prior arrangements and agreements between the parties.

XV. SEVERABILITY

If any provision of this Agreement is invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired.

This SERVICE AGREEMENT shall be binding upon the signatures of the parties:

---

Client Signature Date

---

Contractor Signature Date

Related Legal Document Templates

Looking for another legal document? Explore the related free templates below.

Other Free Forms

• Cease and desist letter
• DMCA takedown notice template
• Bicycle bill of sale
• Boat bill of sale
• Cat bill of sale
• Furniture bill of sale
• Gun bill of sale
• Livestock bill of sale
• Motor vehicle bill of sale
• Motorbike bill of sale
• Pet bill of sale
• RV bill of sale
• Trailer bill of sale
• Lease agreement form
• Name and likeness licensing agreement
• Partnership agreement template
• Photo and video consent form
• Bill of sale guide
• DMCA takedown guide

Sample Completed Service Agreement

The example below shows a completed version of the template above, filled in with sample details, so you can see how each section reads once finished.

SERVICE AGREEMENT

This general service agreement (the "Agreement") is entered into by Spencer Rodriguez (referred to as the Client) and Bellamy Heinz (referred to as the Contractor) on this 14th day of November, 2020.

I. BACKGROUND

• The Client is of the opinion that the Contractor possesses the necessary qualifications, skills, and experience to provide services to the Client.
• The Contractor agrees to provide the services to the Client on the terms and conditions of this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations, the Client and the Contractor agree as follows:

II. SERVICES PROVIDED

The Client hereby agrees to engage the Contractor to deliver the following services:

Bank software sales and installation

III. TERM

This Agreement shall begin on the date of this Agreement and shall remain in force and effect until the services are completed. The Client may extend the services further with the written consent of the Contractor.

IV. COMPENSATION

The Contractor shall be paid two thousand five hundred dollars ($2,500 USD) as remuneration for the services, payable at the end of the project. The Contractor shall deliver invoices accordingly. In the event of early termination, the Contractor shall receive compensation pro rata for services partially delivered.

V. REIMBURSEMENT

The Client agrees to reimburse the Contractor for expenses incurred in completing the project, provided the Contractor can substantiate them.

VI. CONFIDENTIALITY

Each party undertakes, with respect to Confidential Information for which it is the recipient, to treat such Confidential Information disclosed by the disclosing party as confidential. Confidential Information shall include any data or information, written or oral, whether business or personal, that would reasonably be considered private or proprietary to the Client, that is not generally known to the public, and whose release could cause irreparable harm to the Client.

VII. OWNERSHIP OF INTELLECTUAL PROPERTY

Nothing contained in this Agreement shall be deemed, by implication or otherwise, to transfer any intellectual property rights owned by the Client to the Contractor. The Contractor recognizes that all intellectual property rights and know-how related to the Client's Confidential Information shall remain the property of the Client or its suppliers.

VIII. RETURN OF PROPERTY

Upon termination or expiration of this Agreement, or earlier at the Client's request, the Contractor shall deliver all items containing Confidential Information to the Client, or otherwise dispose of them as the Client directs.

IX. CAPACITY OF THE CONTRACTOR

In entering into this Agreement, the Contractor acknowledges and expressly agrees that they are acting as an independent contractor and not as an employee. Neither the parties' discussions nor any exchange of material or information shall be deemed to create a partnership, agency, or other relationship between the parties, or to obligate either party to enter into any other agreement, or to prohibit either party from entering into discussions or agreements with third parties, except as otherwise provided in this Agreement. Nothing in this Agreement obliges the parties to enter into future agreements unless expressly stated here or agreed to in writing in another document.

X. NO EXCLUSIVITY

The parties acknowledge that this Agreement is non-exclusive, and that either party is free, during and after the term of this Agreement, to enter into similar agreements with third parties.

XI. INDEMNIFICATION

In consideration of this Agreement, the Contractor agrees to indemnify and hold harmless the Client from and against any damages, losses, costs, or expenses (including legal and judicial expenses) the Client may incur, and from and against any third party's claims and actions, arising from or in any way connected with a breach of the obligations and undertakings provided for in this Agreement.

XII. ASSIGNMENT

This Agreement may not be assigned without the prior written consent of the other party.

XIII. JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and shall be subject to the exclusive jurisdiction of the courts of Randall County, Texas.

XIV. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any and all prior arrangements and agreements between the parties.

XV. SEVERABILITY

If any provision of this Agreement is invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired.

This SERVICE AGREEMENT shall be binding upon the signatures of the parties:

---

Client Signature Date

---

Contractor Signature Date

Need a different document? More free templates are listed below.

Other Free Forms

• Cease and desist letter
• DMCA takedown notice template
• Bicycle bill of sale
• Boat bill of sale
• Cat bill of sale
• Furniture bill of sale
• Gun bill of sale
• Livestock bill of sale
• Motor vehicle bill of sale
• Motorbike bill of sale
• Pet bill of sale
• RV bill of sale
• Trailer bill of sale
• Lease agreement form
• Name and likeness licensing agreement
• Partnership agreement template
• Photo and video consent form
• Bill of sale guide
• DMCA takedown guide

Frequently Asked Questions

Is a service agreement legally binding?

Yes. A service agreement becomes legally binding once both the client and the contractor sign it, provided the document includes the basic elements of a contract: an offer, acceptance, and consideration. In the United States, most contract law comes from state common law rather than a single federal statute, so specific requirements can vary somewhat from state to state.

What is the difference between a service agreement and a general contract?

A service agreement is a specific type of contract focused on the exchange of services for payment, rather than the sale of goods or property. It typically adds terms unique to service relationships, such as scope of work, delivery timeline, and the contractor's independent status, on top of the standard elements found in any binding contract.

Does a service agreement need to be notarized?

Generally, no. Most service agreements are valid once signed by both parties and do not require notarization. Some businesses choose to have signatures notarized or witnessed for extra evidentiary security, but this is optional unless a specific state law or the parties' own policy requires it.

Can a service agreement be terminated early?

Most service agreements include a termination clause explaining how either party can end the agreement before the work is finished, for example by written notice or if the other party breaches the agreement. The template below includes a termination section that both parties can adjust to fit their arrangement.

Is the contractor considered an employee under a service agreement?

No. A properly drafted service agreement typically states that the contractor is an independent contractor, not an employee of the client, which affects tax withholding, benefits, and liability. The IRS evaluates worker classification based on behavioral control, financial control, and the type of relationship between the parties.

Do I need a lawyer to draft a service agreement?

A template can cover the basics, but a lawyer can help make sure the agreement addresses liability, indemnification, and any state-specific requirements correctly for your situation. Recording Law does not provide legal advice; consult an attorney for advice specific to your situation.