SERVICE AGREEMENT

THIS AGREEMENT is made as of [DATE], between [CLIENT NAME] ("Client") and [SERVICE PROVIDER NAME] ("Provider").

1. SERVICES

The Provider agrees to provide the following services (the "Services"):

• [DETAILED DESCRIPTION OF SERVICES]
• [DELIVERABLES]
• [ACCEPTANCE CRITERIA]

2. SCOPE

• This Agreement covers [DESCRIBE SCOPE].
• Work outside this scope will be quoted separately and requires written authorization.

3. TERM

• Start Date: [DATE]
• End Date: [DATE / COMPLETION OF SERVICES]
• [ ] Renewal: [AUTOMATIC / BY AGREEMENT]

4. FEES AND PAYMENT

• Fee Structure: [FIXED / HOURLY / RETAINER / MILESTONE]
  • Fixed: $[AMOUNT] total
  • Hourly: $[RATE]/hour, estimated [HOURS]
  • Retainer: $[AMOUNT] per [MONTH]
  • Milestones: [DESCRIBE]
• Invoicing: [WEEKLY/MONTHLY/ON MILESTONE]
• Payment Terms: Within [NUMBER] days of invoice.
• Late Payment: Interest at [%] per month on overdue amounts.
• Expenses: [REIMBURSABLE WITH RECEIPTS / INCLUDED / N/A]
• Currency: [CAD/USD]

5. DEPOSIT

• Deposit: $[AMOUNT] due on signing, [APPLIED TO FINAL INVOICE / NON-REFUNDABLE].

6. CLIENT OBLIGATIONS

The Client shall:

1. Provide timely access to information and personnel.
2. Designate a point of contact: [NAME, TITLE, CONTACT].
3. Review deliverables within [NUMBER] days.
4. Provide feedback and approvals promptly.
5. Pay invoices per the terms.

7. PROVIDER OBLIGATIONS

The Provider shall:

1. Perform the Services in a professional and workmanlike manner.
2. Meet agreed timelines and milestones.
3. Assign qualified personnel.
4. Comply with applicable laws.

8. CHANGE ORDERS

• Any change to the scope must be documented in a written change order, signed by both Parties, with adjusted fees and timeline.

9. INTELLECTUAL PROPERTY

• [ ] All deliverables become the Client's property upon full payment.
• [ ] Provider retains ownership; Client receives a [LICENSE - DESCRIBE].
• Provider retains rights to pre-existing tools, methods, and IP.

10. CONFIDENTIALITY

• Each Party shall keep confidential the other's proprietary information.
• Obligation survives [NUMBER] years after termination.

11. WARRANTIES

• The Provider warrants the Services will be performed professionally.
• The Provider warrants deliverables will not infringe third-party IP.
• [ ] Warranty period: [NUMBER] days for defects.

12. LIMITATION OF LIABILITY

• Provider's total liability shall not exceed the fees paid under this Agreement.
• Neither Party is liable for indirect or consequential damages.
• [EXCEPTIONS: GROSS NEGLIGENCE / WILLFUL MISCONDUCT]

13. TERMINATION

• Either Party may terminate for material breach with [NUMBER] days' notice to cure.
• The Client may terminate for convenience with [NUMBER] days' notice; pays for work completed.
• Upon termination, the Provider delivers work-in-progress and is paid for completed Services.

14. GENERAL

• Governing Law: [JURISDICTION]
• Dispute Resolution: [MEDIATION / ARBITRATION / COURT]
• Notices: [ADDRESSES]
• Assignment: Neither Party may assign without consent.
• Entire Agreement: This is the entire agreement between the Parties.

Client: _______________________ Date: __________

Provider: _______________________ Date: __________

Witness: _______________________ Date: __________