Service Agreement Template, Free Download 2026

Provider shall perform and deliver the services described in Exhibit A attached hereto and incorporated by reference (the "Services") in a professional, timely, and workmanlike manner consistent with generally accepted industry standards and practices. Provider shall devote sufficient time, resources, and qualified personnel to perform the Services in accordance with the specifications, timelines, and quality standards set forth in this Agreement.

Any services not specifically described in Exhibit A or this Agreement are excluded from the scope of this engagement. If Client requests additional services or changes to the scope (a "Change Order"), Provider shall prepare a written estimate detailing the additional work, fees, and timeline. No Change Order shall be binding unless approved in writing by both parties. Provider shall not be obligated to perform work outside the agreed scope without an executed Change Order.

Provider represents that it possesses the skills, qualifications, licenses, and experience necessary to perform the Services. Provider shall comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of the Services. Provider shall obtain and maintain all permits and certifications required to perform the Services at its own expense.

Client shall cooperate with Provider by providing timely access to information, materials, personnel, systems, and facilities reasonably necessary for Provider to perform the Services. Client acknowledges that delays caused by Client's failure to fulfill its cooperation obligations may result in corresponding extensions of Provider's delivery timelines and may give rise to additional fees as documented in a Change Order.

Client shall pay Provider the fees set forth in Exhibit A (the "Fees") in accordance with the payment schedule specified therein. Unless otherwise stated, all Fees are quoted in United States Dollars and are exclusive of applicable taxes, duties, and levies, which shall be the responsibility of Client except for taxes on Provider's net income.

Provider shall submit invoices to Client in accordance with the invoicing schedule set forth in Exhibit A. Each invoice shall include a reasonably detailed description of the Services performed, hours worked (if applicable), expenses incurred, and applicable taxes. Client shall pay each undisputed invoice within the number of days specified in Exhibit A from the date of receipt. Client may dispute any invoice item in good faith by providing written notice within fifteen (15) days of receipt, specifying the disputed amount and the basis for the dispute. Undisputed amounts shall remain due and payable regardless of any pending dispute.

Any payment not received by the due date shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the date payment was due until the date of actual payment. Provider may suspend performance of the Services upon thirty (30) days' written notice if any undisputed invoice remains unpaid for more than forty-five (45) days past its due date. Client shall reimburse Provider for all reasonable costs of collection, including attorney's fees, incurred as a result of Client's failure to pay undisputed amounts when due.

Provider shall be reimbursed for pre-approved, reasonable out-of-pocket expenses incurred in connection with the performance of the Services, including but not limited to travel, lodging, meals, materials, and third-party vendor costs. Provider shall submit expense reports with supporting receipts within thirty (30) days of incurring such expenses. Expenses exceeding the threshold specified in Exhibit A require Client's prior written approval.

This Agreement shall commence on the Effective Date and shall continue for the initial term specified in Exhibit A (the "Initial Term"), unless earlier terminated in accordance with this Article. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive periods of equal duration (each a "Renewal Term") unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

Either party may terminate this Agreement for cause upon written notice if the other party commits a material breach of any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the nature of the breach in reasonable detail. If the breach is not reasonably susceptible to cure within thirty (30) days, the breaching party shall not be in default if it commences cure within such period and diligently pursues cure to completion.

Either party may terminate this Agreement for convenience upon not less than the number of days' prior written notice specified in Exhibit A. In the event of termination for convenience by Client, Client shall pay Provider for all Services satisfactorily performed and expenses properly incurred through the effective date of termination, plus any non-cancellable commitments made by Provider in reliance on the continuation of this Agreement.

Upon termination or expiration of this Agreement for any reason: (a) Provider shall promptly deliver to Client all completed and in-progress work product, deliverables, and Client materials in Provider's possession; (b) each party shall return or destroy all Confidential Information of the other party in its possession; (c) Client shall pay all amounts due for Services performed and expenses incurred through the termination date; and (d) Provider shall provide reasonable transition assistance for a period not to exceed thirty (30) days, at Client's expense at Provider's then-current rates. The provisions of Articles IV, V, VI, VII, VIII, and XII shall survive termination or expiration of this Agreement.

"Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, electronically, or by inspection, including but not limited to business plans, financial data, customer lists, technical data, trade secrets, product designs, source code, algorithms, marketing strategies, pricing information, and any other information marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

The Receiving Party shall: (a) hold all Confidential Information in strict confidence and not disclose it to any third party without the Disclosing Party's prior written consent; (b) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (c) limit access to Confidential Information to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (d) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without any obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided it gives prompt written notice to the Disclosing Party (to the extent legally permissible) and cooperates with the Disclosing Party's efforts to obtain a protective order.

The confidentiality obligations set forth in this Article shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

"Work Product" means all inventions, works of authorship, designs, documents, reports, data, software, analyses, deliverables, and other materials created, conceived, or developed by Provider, either alone or jointly with others, in the course of performing the Services under this Agreement. Subject to payment of all Fees due hereunder, all Work Product shall be the sole and exclusive property of Client. To the extent any Work Product constitutes a "work made for hire" as defined under the United States Copyright Act (17 U.S.C. § 101), it shall be deemed a work made for hire. To the extent any Work Product does not qualify as a work made for hire, Provider hereby irrevocably assigns to Client all right, title, and interest in and to such Work Product, including all intellectual property rights therein.

"Provider Materials" means all pre-existing tools, software, methodologies, frameworks, libraries, know-how, and intellectual property owned or licensed by Provider prior to the Effective Date or developed independently outside the scope of this Agreement. Provider retains all right, title, and interest in and to Provider Materials. To the extent any Provider Materials are incorporated into the Work Product, Provider hereby grants to Client a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and create derivative works of such Provider Materials solely as incorporated in the Work Product.

Provider shall execute and deliver such documents and take such actions as Client may reasonably request to perfect, register, or enforce Client's rights in the Work Product. Provider hereby irrevocably appoints Client as Provider's attorney-in-fact to execute any such documents on Provider's behalf solely for the purpose of perfecting Client's ownership rights, if Provider fails to do so within ten (10) business days of Client's written request.

Provider represents and warrants that: (a) it has the legal right and authority to enter into this Agreement and to perform its obligations hereunder; (b) the Services shall be performed in a professional and workmanlike manner by qualified personnel in accordance with generally accepted industry standards; (c) the Work Product shall conform to the specifications and requirements set forth in this Agreement and Exhibit A; (d) the Work Product shall not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, or other proprietary rights; and (e) Provider shall comply with all applicable laws, rules, and regulations in performing the Services.

If any Work Product or Service fails to conform to the warranties set forth in Section 6.1 and Client notifies Provider in writing within the warranty period specified in Exhibit A (or thirty (30) days from delivery if no warranty period is specified), Provider shall, at its own expense, promptly re-perform the deficient Services or correct the non-conforming Work Product. If Provider is unable to cure the deficiency within a reasonable time, Client may terminate this Agreement for cause and shall be entitled to a refund of Fees paid for the deficient Services.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. Client acknowledges that it is not relying on any representations or warranties not expressly set forth in this Agreement.

Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, successors, and assigns from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or relating to: (a) Provider's negligent acts or omissions or willful misconduct in performing the Services; (b) Provider's breach of any representation, warranty, or obligation under this Agreement; (c) any claim that the Work Product or Services infringe or misappropriate any third party's intellectual property rights; or (d) Provider's violation of any applicable law, rule, or regulation.

Client shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, successors, and assigns from and against any and all third-party claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or relating to: (a) Client's negligent acts or omissions or willful misconduct; (b) Client's breach of any representation, warranty, or obligation under this Agreement; (c) Client's use of the Work Product in a manner not authorized by this Agreement; or (d) Client's violation of any applicable law, rule, or regulation.

The indemnified party shall: (a) provide prompt written notice to the indemnifying party of any claim for which indemnification is sought; (b) grant the indemnifying party sole control of the defense and settlement of such claim, provided that the indemnifying party shall not settle any claim in a manner that imposes liability or obligations on the indemnified party without its prior written consent; and (c) provide reasonable cooperation to the indemnifying party at the indemnifying party's expense. The failure to provide timely notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR LIABILITIES ARISING FROM (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VII, (B) A PARTY'S BREACH OF ARTICLE IV (CONFIDENTIALITY), (C) PROVIDER'S INFRINGEMENT OF CLIENT'S INTELLECTUAL PROPERTY RIGHTS, OR (D) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations set forth in this Article shall apply regardless of whether the damages are based on breach of contract, breach of warranty, tort (including negligence), strict liability, or any other legal theory, and regardless of whether either party has been advised of the possibility of such damages. Each party acknowledges that the limitations of liability reflect a reasonable allocation of risk and are a fundamental element of the basis of the bargain between the parties.

Provider shall procure and maintain, at its own expense, the following insurance coverages throughout the term of this Agreement and for a period of two (2) years thereafter: (a) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (b) Professional Liability (Errors and Omissions) insurance with limits of not less than $1,000,000 per claim and in the aggregate; (c) Workers' Compensation insurance as required by the laws of the state in which Services are performed; and (d) such additional coverages as may be specified in Exhibit A.

Upon Client's request, Provider shall furnish certificates of insurance evidencing the required coverages and shall name Client as an additional insured on the Commercial General Liability policy. Provider shall provide Client with at least thirty (30) days' prior written notice of any cancellation, non-renewal, or material modification of any required insurance policy.

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from circumstances beyond that party's reasonable control, including but not limited to: acts of God, natural disasters, epidemics, pandemics, fire, flood, earthquake, hurricane; war, terrorism, armed conflict, sanctions, embargoes; government orders, regulations, or restrictions; strikes, labor disputes, or lockouts; power outages, internet or telecommunications failures; cyberattacks or security breaches affecting critical infrastructure; or supply chain disruptions (each, a "Force Majeure Event").

The affected party shall provide written notice to the other party within five (5) business days of becoming aware of the Force Majeure Event, describing the event, its expected duration, and the steps being taken to mitigate its impact. The affected party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice without further liability, except for payment obligations for Services already performed.

The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation. Either party may initiate the negotiation process by delivering written notice to the other party describing the dispute in reasonable detail. The parties shall designate senior representatives with settlement authority who shall meet (in person or by teleconference) within fifteen (15) days of such notice to attempt to resolve the dispute.

If the dispute is not resolved through negotiation within thirty (30) days of the initial notice, either party may submit the dispute to mediation administered by the American Arbitration Association ("AAA") or a mutually agreed mediator. The costs of mediation shall be shared equally. If mediation is unsuccessful within sixty (60) days, either party may pursue its remedies through litigation in the courts specified in Section 12.6 or through binding arbitration as specified in Exhibit A.

In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, court costs, and other expenses of litigation or arbitration from the non-prevailing party, in addition to any other relief to which such prevailing party may be entitled.

Entire Agreement. This Agreement, together with all exhibits, schedules, and addenda attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and communications, whether written or oral, relating to such subject matter.

Amendments. No amendment, modification, or supplement to this Agreement shall be binding unless executed in writing and signed by authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless in writing, and no waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.

Assignment. Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee assumes all obligations under this Agreement.

Independent Contractor. Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Provider shall be solely responsible for the payment of all compensation, benefits, and taxes for its personnel. Provider shall have no authority to bind Client or incur obligations on Client's behalf.

Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from this Agreement. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions.

Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state specified in Exhibit A, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in the county and state specified in Exhibit A, and each party hereby irrevocably consents to the personal jurisdiction of such courts.

Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service; (c) three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, with return receipt requested; or (d) upon confirmation of receipt when sent by email to the addresses set forth in Exhibit A, provided that a copy is simultaneously sent by one of the methods described in (a), (b), or (c) above.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic signature or facsimile shall be deemed an original signature for all purposes and shall be legally binding under the federal Electronic Signatures in Global and National Commerce Act (ESIGN Act) and applicable state law.