THIS SERVICE AGREEMENT is entered into on [insert date]
BETWEEN
1. [insert name of the of your company] whose principal place of business is
at California, United States of America (the "Servicer")
2. [insert name of client] whose principal place of business is at [insert
address], California, United States of America (the "Client") (along with
the Servicer, each a "Party", together the "Parties")
WHEREAS
1. The Servicer is in the business of providing website design, Website
development, SEO, PPC, logo design, branding, and other related
services services;
2. The Client wishes to engage the Servicer to provide such website
design, Website development, SEO, PPC, logo design, branding, and
other related services in connection with the Client’s business;
It is agreed as follows:
1. Interpretation
1.1 Definitions
Agreement means any agreement made subject to the terms and
conditions below;
Services mean certain services, including the following services to be
carried out by the Servicer:
Services: Website development, SEO,
PPC, logo design, branding
2. In this Agreement, unless the context otherwise requires:
a. references to persons include individuals, bodies corporate
(wherever incorporated), unincorporated associations and
partnerships;
b. the headings are inserted for convenience only and do not affect the
construction of the Agreement;
c. references to one gender include all genders; and
d. any reference to an enactment or statutory provision is a reference to
it as it may have been, or may from time to time be amended,
modified, consolidated or re-enacted.
3. Servicer’s obligations
3.1 The Servicer agrees to provide the Services to the Client.
3.1.1 The Client has requested that the Servicer to [insert the
specific job the Client requests you to perform] with the
following specifications and requirements:
i. [Insert Specifications and Requirements]
3.2 The Servicer further agrees to provide the Services in a professional
and diligent manner consistent with generally recognised industry
standards and good commercial practice, using efforts comparable to
those customarily used for similar services.
3.3 The Servicer shall comply with, and give all notices required by, all
laws and regulations applicable to the Services, including all laws and
regulations related to (i) anti-bribery and corruption, and (ii) data
protection.
3.4 Any services outside of the scope as defined in Services will require a
new agreement for other services, agreed to by the Parties.
4. Client’s Obligations:
4.1 The Client agrees to promptly provide all data, documents, content or
other information needed by the Servicer to provide the Services.
5. Independent Contractors
5.1 Both Parties, under this Agreement, are independent contractors.
Nothing contained herein shall be construed as creating an agency,
joint venture, employment or partnership relationship between the
Parties hereto. Except as set forth in this Agreement, neither Party
shall have any express or implied power to control the activities and
operations of the other or to bind the other Party in any respect
whatsoever.
6. Schedule
6.1 The Parties agree to the following schedule for the delivery of
deliverables pursuant to this Agreement:
Milestone Due Date
Initial Draft Date [insert date]
Client Feedback Date [insert date]
Final Design Date [insert date]
7. Completion of the work
7.1 The Servicer hereby understands and acknowledges that time is of
the essence with respect to the Servicer’s obligations defined in this
Agreement and that prompt and timely performance of all such
obligations is strictly required.
8. Service Fees
8.1 In consideration for the full, prompt, and satisfactory performance of
all Services to be rendered to the Client, the Client shall pay the
Servicer a service fee ("Fee") of $[insert amount] payable in
accordance with the following schedule:
[insert schedule of payments]
8.2 The Servicer will invoice the Client prior to the Payment Date. The
invoice will include any and all services performed under this
Agreement as well as any expenses.
8.3 Payment will be due on the Payment Date. A late charge of 5% per
month on the outstanding amount will be added to any invoice not
paid on time.
8.4 From time to time throughout the duration of this Agreement, the
Servicer may incur certain expenses that are not included as part of
the Fee for the Services to this Agreement.
9. Content
9.1 In order to effectively provide the Services, the Servicer may require
that the Client provide certain content or other materials in which the
Client has a proprietary or Intellectual Property interest. Any and all
such content or materials supplied by the Client, are subject to all
licenses, warranties and uses set forth and incorporated herein.
10. Licenses and Insurance
10.1 The Servicer shall obtain such licenses and approvals as needed
for doing business in the state, city, and/or Country where the
Services are to be provided.
10.2 The Servicer shall maintain such insurances as are necessary to
cover the liability of the Servicer in respect of injury or damage arising
out of or in the course of or caused by the carrying out of the
Services. The Servicer shall produce such evidence as the Client
may reasonably require that such insurances are properly maintained
with well-established insurance offices or underwriters of repute.
11. Warranties, Representations and Indemnities
11.1 The Servicer warrants and represents that he has the right to use
and distribute any designs created pursuant to this Agreement for the
Client and that they are not owned by anyone else. In the event the
Servicer does not have these rights, the Servicer will reimburse any
resultant damages the Client may experience.
11.2 The Client warrants and represents that it has the rights to use any
proprietary information, including but not limited to, trademarks, logos,
images, and data, that is provided to the Servicer to display on any
Deliverables. In the event the Client does not have these rights, the
Client will reimburse any resultant damages the Servicer may
experience.
12. Term and Termination
12.1 This Agreement shall be effective on the date hereof and shall
continue indefinitely until the expressly agreed upon date of the
completion of the Services unless it is earlier terminated in
accordance with the terms of this Agreement.
12.2 The Servicer may terminate this Agreement at any given time
upon serving one month’s written notice to the Client.
12.3 The Client understands that the Servicer may terminate this
Agreement at any time if the Client fails to pay for the Services
provided under this Agreement or if the Client breaches any other
material provision listed in this Agreement in the manner as defined
above. Client agrees to pay any outstanding balances within 5 days
of termination.
13. Ownership of materials
13.1 Subject to the clause below, the Servicer reserves all intellectual
property rights (if any) which may subsist in any deliverables, or in
connection with, the provision of the Services. The Servicer reserves
the right to take such action as may be appropriate to restrain or
prevent the infringement of such intellectual property rights.
13.2 The Servicer licenses all such rights to the Client free of charge
and on a non-exclusive, worldwide basis to such extent as is
necessary to enable the Client to make reasonable use of the
deliverables and the Services.
14. Confidential information
14.1 Both parties agree to endeavor to take all reasonable measures to
keep in confidence the execution, terms and conditions as well as
performance of this Agreement, and the confidential data and
information of any party that another party may know or access
during performance of this Agreement (hereinafter referred to as
“Confidential Information”), and shall not disclose, make available or
assign such Confidential Information to any third party without the
prior written consent of the party providing the information.
15. Further assurance
15.1 Each of the Parties agrees to perform (or procure the performance
of) all further acts and things, and execute and deliver (or procure the
execution and delivery of) such further documents, as may be
required by law or as may be necessary or reasonably desirable to
implement and/or give effect to this Agreement and the transaction
contemplated by it.
16. Warranty of Capacity and power
16.1 Each Party represents and warrants to the other Parties that:
a. it has full authority, power and capacity to enter into and carry out
its obligations under this Agreement;
b. all necessary acts and things have been taken or done to enable it
lawfully to enter into and carry out its obligations under this
Agreement; and
c. when executed, this Agreement will create obligations that are
valid and binding on it and enforceable in accordance with their
terms
17. Arbitration and Proper law
17.1 The Parties shall use all reasonable endeavours to resolve any
dispute amicably and in good faith.
17.2 This document is governed by and are to be construed in
accordance with the laws of California applicable therein.
17.3 Each party irrevocably and unconditionally submits to the
exclusive jurisdiction of the courts of California (and any court of
appeal) and waives any right to object to an action being brought in
those courts, including on the basis of an inconvenient forum or those
courts not having jurisdiction.
18. Counterparts
18.1 This Agreement may be executed in any number of counterparts
and by the Parties to it on separate counterparts, each of which is an
original but all of which together constitute one and the same
instrument.
As Witness, this Agreement has been signed on behalf of the Parties the day
and year first above written.
/s/_______________________
[insert name of your LLC]
[insert your name]
[date]
/s/_______________________
[insert name of Client]
[date]
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