[{"data":1,"prerenderedAt":509},["ShallowReactive",2],{"document-administrative-services-agreement-2-D139":3},{"document":4,"label":20,"preview":11,"thumb":21,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":22,"breadcrumb":26,"related":34,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":508},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":19},"ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST COMPANY NAME] (the \"First Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND COMPANY NAME] (the \"Second Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Whereas [FIRST COMPANY NAME] is a [SPECIFY] company dedicated to the creation and development of [DESCRIBE PRODUCT/SERVICE]; Whereas [SECOND COMPANY NAME] is a newly-incorporated company created to continue the work of [FIRST COMPANY NAME] in the field of [SPECIFY] and which will be located in [FIRST COMPANY NAME]'s premises for a transition period; Whereas [SECOND COMPANY NAME] wishes that [FIRST COMPANY NAME] provide it, during such transition period, with various administrative services and wishes that [SECOND COMPANY NAME]'s employees continue to occupy and use certain facilities used by such employees while employed by [FIRST COMPANY NAME]; and Whereas [FIRST COMPANY NAME] agrees to provide or cause to be provided such services and facilities for [SECOND COMPANY NAME] upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are acknowledged by each of the parties hereto, the parties hereby agree as follows: DEFINITIONS AND INTERPRETATION In this Agreement, unless the context clearly indicates to the contrary, the following words shall have the meanings set out hereunder: \"Administrative Services\" shall mean the administrative services provided by First Company Name to Second Company Name pursuant to Section 3.1 hereof. \"Confidential Information\" shall mean all data and information in oral, written, graphic, photographic, recorded or other form hereafter disclosed by one of the parties (the \"Disclosing Party\") to the other party (the \"Recipient\") except for (i) information which, at the time of disclosure, is or thereafter becomes public knowledge through no breach of this Agreement, (ii) information which is disclosed to the Recipient by a third party legally entitled to do so, (iii) information which is disclosed with the prior written approval of the Disclosing Party; or (iv) information which the Recipient is required by any [YOUR COUNTRY LAW], regulation, or legal process to disclose to any competent judicial or governmental authority. \"Facilities\" shall mean the facilities provided by First Company Name to Second Company Name pursuant to Section 3.2 hereof. This Agreement shall be governed by the following provisions: The parties acknowledge that each provision of this Agreement was negotiated in good faith, understood and for good and valuable consideration, agreed to by them and that the agreement does not constitute an adhesion contract for it. Time shall be of the essence of this Agreement and every part thereof. The division of this Agreement into Articles, Sections, Subsections and other subdivisions and the insertions of headings are for convenience of reference only and shall not affect or be utilized in the construction or the interpretation hereof. Where required herein, the singular shall comprise the plural and vice versa, the masculine shall include the feminine and vice versa while the neuter shall comprise both the masculine and the feminine. This Agreement shall be governed and construed in accordance with the [YOUR COUNTRY LAW] of the Province of [STATE/PROVINCE] and the parties hereby submit to the jurisdiction of the courts of the Province of [STATE/PROVINCE]. This Agreement shall be treated in all respects as a [STATE/PROVINCE] contract. TERM OF AGREEMENT This Agreement shall become effective on the date first above written, and shall continue in full force and effect for an indefinite term thereafter until terminated by mutual agreement of the parties or by either party upon [NUMBER] days' written notice to the other party. DESCRIPTION OF SERVICES AND FACILITIES First Company Name shall provide, or cause to be provided, to Second Company Name such services as may be requested from time to time by Second Company Name relating to, but not limited to, the following: financial services, including, but not limited to, accounting and payroll; tax and treasury services, including, but not limited to, planning and compliance; purchasing services; human resources services, including, but not limited to, labor relations and employee benefit planning and administration; general administrative services; communications services; quality control services; information systems support services; reception services; and other matters and services reasonably requested in writing by Second Company Name and which Company Name is able and willing to provide on a case by case basis. Unless otherwise provided for in a separate sub-lease agreement between the parties hereto, First Company Name agrees to provide such reasonable office and laboratory space including all necessary and incidental utilities, and equipment and facilities for the use of Second Company Name, such as, without limitation: main server and other computing equipment and facilities; telephone system and other telecommunication equipment and facilities; copy machines, faxes and other such equipment; security services; cafeteria, microwave ovens, vending machines and other food equipment and facilities; parking facilities; and other equipment and facilities reasonably requested by Second Company Name and which First Company Name is able and willing to provide. FINANCIAL CONSIDERATION Fees for the Administrative Services and Facilities provided to Second Company Name by First Company Name shall be agreed upon between the parties from time to time and based on a monthly budget which shall be established at the beginning of every month for the ensuing month, the budget for the current month being attached hereto as Schedule 4.1",null,"Administrative Services Agreement 2","5",84,"doc","https://templates.business-in-a-box.com/imgs/1000px/administrative-services-agreement-2-D139.png","https://templates.business-in-a-box.com/imgs/250px/139.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#139.xml",{"title":6,"description":6},[16],{"label":17,"url":18},"Consultant & Contractors","/templates/consulting-contractor-business/","administrative services agreement 2","Administrative Services Agreement 2 Template","https://templates.business-in-a-box.com/imgs/400px/139.png",[23,16],{"label":24,"url":25},"Templates","/templates/",[27,28,31],{"label":24,"url":25},{"label":29,"url":30},"Legal Agreements","/templates/business-legal-agreements/",{"label":32,"url":33},"Services & Consulting","/templates/services-and-consulting/",[35,39,43,47,51,55,59,63,67,71,75,79,83,97,115,127,142,160],{"label":36,"url":37,"thumb":38,"extension":10},"Administrative Services Agreement","/template/administrative-services-agreement-D850","https://templates.business-in-a-box.com/imgs/250px/850.png",{"label":40,"url":41,"thumb":42,"extension":10},"Administrative Services Agreement 3","/template/administrative-services-agreement-3-D5226","https://templates.business-in-a-box.com/imgs/250px/5226.png",{"label":44,"url":45,"thumb":46,"extension":10},"Management and Administrative Services Agreement","/template/management-and-administrative-services-agreement-D164","https://templates.business-in-a-box.com/imgs/250px/164.png",{"label":48,"url":49,"thumb":50,"extension":10},"Administrative and Technology Services Outsourcing","/template/administrative-and-technology-services-outsourcing-D849","https://templates.business-in-a-box.com/imgs/250px/849.png",{"label":52,"url":53,"thumb":54,"extension":10},"Professional Services Agreement","/template/professional-services-agreement-D13277","https://templates.business-in-a-box.com/imgs/250px/13277.png",{"label":56,"url":57,"thumb":58,"extension":10},"Transition Services Agreement","/template/transition-services-agreement-D13190","https://templates.business-in-a-box.com/imgs/250px/13190.png",{"label":60,"url":61,"thumb":62,"extension":10},"Travel Services Agreement","/template/travel-services-agreement-D923","https://templates.business-in-a-box.com/imgs/250px/923.png",{"label":64,"url":65,"thumb":66,"extension":10},"SEO Services Agreement","/template/seo-services-agreement-D12861","https://templates.business-in-a-box.com/imgs/250px/12861.png",{"label":68,"url":69,"thumb":70,"extension":10},"Management Services Agreement","/template/management-services-agreement-D551","https://templates.business-in-a-box.com/imgs/250px/551.png",{"label":72,"url":73,"thumb":74,"extension":10},"Agreement with Provider of Network Services","/template/agreement-with-provider-of-network-services-D5187","https://templates.business-in-a-box.com/imgs/250px/5187.png",{"label":76,"url":77,"thumb":78,"extension":10},"Inter-Company Services Agreement","/template/inter-company-services-agreement-D886","https://templates.business-in-a-box.com/imgs/250px/886.png",{"label":80,"url":81,"thumb":82,"extension":10},"Simple Accounting Services Agreement","/template/simple-accounting-services-agreement-D13529","https://templates.business-in-a-box.com/imgs/250px/13529.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":92,"keywords":95,"url":96},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[93],{"label":17,"url":94},"consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":98,"descriptionCustom":6,"label":99,"pages":100,"size":101,"extension":10,"preview":102,"thumb":103,"svgFrame":104,"seoMetadata":105,"parents":107,"keywords":113,"url":114},"CONSULTING AGREEMENT This Consulting Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CONSULTANT NAME] (the \"Consultant\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: RECITALS Consultant has expertise in the area of the Company's business and is willing to provide consulting services to the Company. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. The Company desires to obtain the services of Consultant by means of services provided by Consultant's employees dispatched by Consultant to provide services to Company hereunder (\"Agents\"), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant desires to provide consulting services to the Company upon the following terms and conditions. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. The Proprietary Information will necessarily be communicated to or acquired by Consultant and its Agents in the course of providing consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill. SERVICES Consultant agrees to perform for Company the services listed in the Scope of Services section in Exhibit A, attached hereto and executed by both Company and Consultant. Such services are hereinafter referred to as \"Services.\" Company agrees that consultant shall have ready access to Company's staff and resources as necessary to perform the Consultant's services provided for by this contract. CONSULTING PERIOD Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit A for the period (the \"Consulting Period\") commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the \"Term Date\"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company's obligations hereunder shall end. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond [DEADLINE DATE]. Either party's right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause. DUTIES AND RESPONSIBILITIES Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the Company). Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and products to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). COMPENSATION, BENEFITS AND EXPENSES Compensation In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement. Benefits Other than the compensation specified in this 5.1, neither Consultant nor its Agents shall be entitled to any direct or indirect compensation for services performed hereunder. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement. INVOICING Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant. TERMINATION OF CONSULTING RELATIONSHIP By the Company or the Consultant At any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days advance written notice to the other party. If the Consultant terminates its consulting relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period","Consulting Agreement Long","12",513,"https://templates.business-in-a-box.com/imgs/1000px/consulting-agreement---long-D12543.png","https://templates.business-in-a-box.com/imgs/250px/12543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12543.xml",{"title":106,"description":6},"consulting agreement long",[108,110],{"label":29,"url":109},"business-legal-agreements",{"label":111,"url":112},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",{"description":116,"descriptionCustom":6,"label":117,"pages":86,"size":101,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":123,"keywords":122,"url":126},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":122,"description":6},"service agreement",[124,125],{"label":29,"url":109},{"label":29,"url":109},"/template/service-agreement-D12711",{"description":128,"descriptionCustom":6,"label":129,"pages":130,"size":101,"extension":10,"preview":131,"thumb":132,"svgFrame":133,"seoMetadata":134,"parents":136,"keywords":135,"url":141},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":135,"description":6},"non disclosure agreement nda",[137,138],{"label":29,"url":109},{"label":139,"url":140},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":143,"descriptionCustom":6,"label":144,"pages":145,"size":101,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":151,"keywords":150,"url":159},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":150,"description":6},"employment agreement_at will employee",[152,155,158],{"label":153,"url":154},"Human Resources","human-resources",{"label":156,"url":157},"Hire an Employee","hire-employee",{"label":29,"url":109},"/template/employment-agreement_at-will-employee-D541",{"description":161,"descriptionCustom":6,"label":162,"pages":145,"size":101,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":168,"keywords":167,"url":171},"MASTER SERVICE AGREEMENT This Master Service Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME],\" PARTY A\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME],\" PARTY B\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] SCOPE OF SERVICES [PARTY A] shall provide [PARTY B] with the services and products described in the Statements of Work. The SOW must describe the respective contribution and services of each party. Any services provided by either party under this Agreement are referred to as the \"Services\". For the purposes of this Agreement, the party engaged to perform the Services, [PARTY A], is the \"Performing Party\" and the party for whom the Services are to be performed, [PARTY B], is the \" Engaging Party\". All SOWs that are negotiated between the parties shall be in writing and executed by both parties and shall be attached hereto as supplemental Exhibits, and shall be incorporated into, and governed by, this Agreement. STATEMENT OF WORK (SOW) Contents of Statements of Work The parties shall describe each individual deliverable to be provided under this agreement in its own statement of work (each, a \"Statement of Work\"), each one including a complete description of the deliverable provided under the Statement of Work, the number of [PARTY A] personnel who will be assigned to provide the deliverable in question, key [PARTY A] personnel the parties agree are essential to the provision of the particular deliverable (shall not exceed [SPECIFY] percent of the total personnel assigned to this Statement of Work) (each one a \"Key Personnel\"), the applicable fees and fee schedule, including any milestones and milestone payments if applicable, for the particular deliverable, the service levels and acceptance criteria for the particular deliverable, any materials the parties will provide for the particular deliverable, a timeline for providing the particular deliverable, and a unique identification number for the Statement of Work and explicit reference to this agreement. Integration. A Statement of Work signed by both parties, bearing a unique identification number and making explicit reference to this Agreement, shall be deemed to form an integral part of this Agreement. Severable. The parties may terminate any individual Statement of Work without affecting the rest of the agreement or any other Statement of Work. Conflict of Terms. If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work shall apply. Changes to Statements of Work Proposing Changes. Either party may propose amendments to the Statement of Work deliverable, fees or schedule by giving written notice to the other party. Finalizing Changes. If the parties agree to change the deliverable, fees, or schedule of a Statement of Work they parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes. Additional Statements of Work Request Additional Services. [PARTY B] may request additional services by sending a written notice to [PARTY A] reasonably detailing the services requested. Assess the Request. Immediately after receiving a request for additional services from [PARTY B], [PARTY A] shall evaluate the request to determine whether there are circumstances preventing it from providing the requested services and, if there are no circumstances preventing it from providing the requested services, shall provide [PARTY A] with the estimated fees and timelines for such requested services. Execute New Statement of Work. If after receiving [PARTY A] 's estimates [PARTY B] still wants the requested services, the parties shall execute a new Statement of Work according to the requirements of paragraph CONTENT OF STATEMENTS OF WORK. Acceptance and Rejection Inspection Period. [PARTY B] shall have an \"Inspection period\" of [NUMBER] working days after [PARTY A] has provided the deliverable to review and verify that the deliverable meets the acceptance criteria as set out in the applicable Statement of Work (the \"Inspection Period\"). Acceptance. If in [PARTY B] 's opinion the deliverable meets the acceptance criteria, [PARTY B] must accept the deliverable and notify [PARTY A] that it is accepting the deliverable. Deemed Acceptance.[PARTY B] shall be deemed to have accepted the deliverable if [PARTY B] fails to notify [PARTY A] by the end of the inspection period, or if, during the inspection period, [PARTY B] uses or attempts to use the deliverable beyond what is necessary for the inspection and testing, in a manner that a reasonable person would consider compatible with [PARTY B] having accepted deliverable from [PARTY A]. Rejection. If in [PARTY B]'s opinion, the deliverable does not materially meet the acceptance criteria, [PARTY B] may reject the deliverable by delivering to [PARTY B] a written list detailing each failure to satisfy the acceptance criteria. TERM The term of this Agreement begins on [INSERT START DATE] and continues until such time as the Deliverables have been provided to the Purchaser in accordance with this Agreement or until such time as this Agreement is terminated by either party in accordance with its terms. BUDGET AND PAYMENT DEADLINE The budget and payment deadline will be defined in each SOW. Unless otherwise provided in this SOW, uncontested invoices are payable within 30 calendar days of receipt of the invoice. Payment is made as follows: [SPECIFY]. INDEPENDENT CONTRACTOR The relationship between [PARTY A] and [PARTY B] shall, within the context of the SOW, be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Each Party shall, at all times during the term of this Agreement, perform the duties and responsibilities herein without any control by the other Party. Either Party may realize a profit or loss in connection with performing the services. Either Party may render similar services for the benefit of others. Neither Party is an agent of the other Party and is not authorized to make any representation, contract, or contract commitment on behalf of the other Party. DELIVERABLES The Supplier shall provide the goods and/or services described in the Statement of Work (attached) of this Master Service Agreement. CONFIDENTIALITY Information shall be treated as confidential during the term of this Agreement and for a period of seven (7) years thereafter. During such period, the parties will not: (a) disclose the Confidential Information of the Disclosing Party to any third party, using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care or (b) use such information for any purpose other than to perform its obligations under this Agreement. Confidential Information does not include information which has previously been made generally available to the public, becomes publicly known, without fault on the part of the Receiving Party, subsequent to disclosure by the Disclosing Party of such information to the Receiving Party, is received by the Receiving Party at any time from a source, other than the Disclosing Party, lawfully having possession of and the right to disclose such information, otherwise becomes known by the Receiving Party prior to disclosure by the Disclosing Party to the receiving party of such information, or is independently developed by the Receiving Party without use of such information","Master Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/master-service-agreement-D12657.png","https://templates.business-in-a-box.com/imgs/250px/12657.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12657.xml",{"title":167,"description":6},"master service agreement",[169,170],{"label":29,"url":109},{"label":29,"url":109},"/template/master-service-agreement-D12657",false,{"seo":174,"reviewer":187,"legal_disclaimer":191,"quick_facts":192,"at_a_glance":194,"personas":198,"variants":223,"glossary":249,"clauses":283,"how_to_fill":333,"common_mistakes":374,"faqs":399,"industries":427,"comparisons":444,"diy_vs_lawyer":455,"jurisdictions":468,"related_template_ids_curated":489,"schema":496,"classification":497},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178,"robots":186,"family":177,"is_canonical":172},"Administrative Services Agreement Template #2 | BIB","Administrative services agreement template for outsourcing back-office tasks. Includes scope, fees, confidentiality, IP rights, and termination clauses.","administrative services agreement template",[179,180,181,182,183,184,185],"administrative services agreement","administrative services contract template","admin services agreement template word","outsourcing services agreement template","back office services agreement","administrative support contract","services agreement template free","noindex,follow",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":193,"legal_review_recommended":191,"signature_required":191,"notarization_required":172},"medium",{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"An Administrative Services Agreement is a legally binding contract between a service provider and a client organization that formalizes the outsourcing of back-office or administrative functions — such as bookkeeping, HR support, scheduling, data entry, IT helpdesk, or facilities management. This free Word download is fully editable online and can be exported as PDF, giving both parties a clear, enforceable record of scope, fees, confidentiality obligations, and termination rights.\n","Use it whenever a business retains a third-party firm or individual to perform recurring administrative tasks that would otherwise be handled by in-house staff. It is equally appropriate for professional employer organizations (PEOs), management companies serving affiliated entities, and shared-services arrangements within corporate groups.\n","Defined scope of services and service levels, fee structure and payment terms, confidentiality and data protection obligations, intellectual property ownership, liability limitations, indemnification, and a clear termination framework covering notice periods and transition assistance.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Small business owners","Outsourcing bookkeeping, scheduling, or HR tasks to a third-party admin firm","persona-small-business-owner",{"title":204,"use_case":205,"icon_asset_id":206},"Startup founders","Engaging a virtual assistant or admin service provider before building an in-house ops team","persona-startup-founder",{"title":208,"use_case":209,"icon_asset_id":210},"Corporate legal or ops managers","Formalizing shared-services arrangements between affiliated group entities","persona-operations-director",{"title":212,"use_case":213,"icon_asset_id":214},"Professional employer organizations (PEOs)","Documenting the scope and fees for HR and payroll administration delivered to client companies","persona-hr-manager",{"title":216,"use_case":217,"icon_asset_id":218},"Management consulting firms","Contracting to provide ongoing administrative support alongside strategic advisory work","persona-consultant",{"title":220,"use_case":221,"icon_asset_id":222},"Facilities and office management companies","Setting enforceable terms for reception, mail handling, and premises administration services","persona-facility-manager",[224,227,230,234,238,242,246],{"situation":225,"recommended_template":52,"slug":226},"Outsourcing a single defined project rather than ongoing admin support","professional-services-agreement-D13277",{"situation":228,"recommended_template":85,"slug":229},"Engaging an independent contractor for administrative work","independent-contractor-agreement-D160",{"situation":231,"recommended_template":232,"slug":233},"Providing IT helpdesk or technical support as the admin function","IT Services Agreement","it-service-agreement-D13422",{"situation":235,"recommended_template":236,"slug":237},"Shared HR and payroll administration across affiliated companies","Intercompany Services Agreement","inter-company-services-agreement-D886",{"situation":239,"recommended_template":240,"slug":241},"Virtual assistant or remote admin support on a retainer basis","Consulting Agreement","consulting-agreement---long-D12543",{"situation":243,"recommended_template":244,"slug":245},"Full outsourced back-office bundle including finance and compliance","Outsourcing Agreement","outsourcing-agreement-manufacturing-D898",{"situation":247,"recommended_template":117,"slug":248},"One-time administrative task with a fixed deliverable and deadline","service-agreement-D12711",[250,253,256,259,262,265,268,271,274,277,280],{"term":251,"definition":252},"Administrative Services","Back-office or support functions — such as payroll processing, scheduling, data entry, and facilities management — performed by one party on behalf of another.",{"term":254,"definition":255},"Scope of Services","The specific tasks, deliverables, and responsibilities the service provider is contracted to perform, typically detailed in a Schedule or Statement of Work.",{"term":257,"definition":258},"Service Level Agreement (SLA)","A measurable performance standard — such as response time, accuracy rate, or uptime — that the service provider must meet under the contract.",{"term":260,"definition":261},"Retainer Fee","A fixed periodic payment (monthly or quarterly) that reserves the service provider's availability and covers an agreed volume of administrative work.",{"term":263,"definition":264},"Confidential Information","Non-public data — including personnel records, financial data, and client lists — that the service provider accesses during the engagement and must not disclose or misuse.",{"term":266,"definition":267},"Indemnification","A contractual obligation requiring one party to compensate the other for losses, damages, or legal costs arising from a specified act or omission.",{"term":269,"definition":270},"Limitation of Liability","A clause capping the maximum financial exposure of one or both parties — typically expressed as a multiple of fees paid in the preceding 12 months.",{"term":272,"definition":273},"Transition Assistance","Services the outgoing provider must render after a termination notice to help the client transfer records, processes, and knowledge to a successor or in-house team.",{"term":275,"definition":276},"Work Product","Documents, reports, databases, or other outputs created by the service provider in performing the administrative services.",{"term":278,"definition":279},"Force Majeure","A clause excusing a party's non-performance when caused by events outside their reasonable control, such as natural disasters, government orders, or cyberattacks.",{"term":281,"definition":282},"At-Arm's-Length","A transaction or relationship structured as if between unrelated parties, important in related-party or intercompany service arrangements to satisfy tax and regulatory standards.",[284,289,294,299,304,309,314,319,323,328],{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Parties and recitals","Identifies the service provider and the client by their legal entity names, states the effective date, and briefly describes the purpose of the agreement.","This Administrative Services Agreement ('Agreement') is entered into as of [EFFECTIVE DATE] between [SERVICE PROVIDER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Provider'), and [CLIENT LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Client').","Using a trade name or brand name instead of the registered legal entity. If the named party doesn't match the signing entity, enforcement becomes complicated and assignment provisions may not operate correctly.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Scope of services","Defines exactly which administrative functions the provider will perform, referencing a Schedule A for granular task lists and service-level standards.","Provider shall perform the administrative services described in Schedule A ('Services') in accordance with the service levels set out therein. Any services outside Schedule A require a written amendment signed by both parties.","Describing services in vague terms like 'general admin support' without a Schedule. Disputes over what is and isn't included are the most common source of litigation under administrative services contracts.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Fees, invoicing, and payment terms","States the retainer or fee-for-service rate, invoicing frequency, payment due date, and the consequence of late payment.","Client shall pay Provider a monthly retainer of $[AMOUNT], invoiced on the first business day of each month and due within [30] days of invoice date. Overdue balances accrue interest at [1.5]% per month.","Omitting a late-payment interest clause. Without it, the provider has no contractual lever to accelerate collection short of termination or litigation.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Term and renewal","Sets the initial contract period, whether it auto-renews, and the notice period required to prevent automatic renewal.","This Agreement commences on the Effective Date and continues for an initial term of [12] months ('Initial Term'). Thereafter, it renews automatically for successive [12]-month periods unless either party provides [60] days' written notice of non-renewal before the end of the then-current term.","Setting an auto-renewal period shorter than the notice period — for example, a 30-day notice requirement on a monthly auto-renewal leaves no practical window to exit without inadvertently triggering another term.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Confidentiality and data protection","Prohibits the provider from using or disclosing the client's confidential information outside the scope of the services, and assigns responsibility for data security measures.","Provider shall treat all Confidential Information of Client as strictly confidential, use it solely to perform the Services, and implement security measures no less rigorous than industry standard. Provider shall notify Client within [48] hours of discovering any unauthorized access or data breach.","No data-breach notification timeline. Regulatory frameworks in the US, Canada, the UK, and the EU all impose mandatory breach notification windows — a contract silent on timing creates ambiguity and potential liability.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Intellectual property and work product ownership","Assigns ownership of all deliverables and work product created during the engagement to the client, while carving out the provider's pre-existing tools and methodologies.","All Work Product created by Provider specifically for Client under this Agreement is the sole property of Client and is hereby assigned to Client upon creation. Provider retains ownership of its pre-existing tools, templates, and methodologies ('Provider IP'), which it licenses to Client on a non-exclusive basis solely for use of the Services.","No carve-out for the provider's pre-existing IP. Without it, the broad assignment clause may unintentionally transfer ownership of the provider's core software or templates — voiding the commercial basis of the relationship.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Limitation of liability","Caps the provider's total financial exposure under the contract — typically at the fees paid in the prior 12 months — and excludes consequential, indirect, and punitive damages.","Provider's total cumulative liability under this Agreement shall not exceed the fees paid by Client in the [12] months immediately preceding the claim. Neither party shall be liable for indirect, consequential, incidental, or punitive damages, even if advised of the possibility of such damages.","Excluding the limitation of liability clause entirely to make the contract 'simpler.' Without it, the provider faces unlimited exposure for errors in bookkeeping, payroll, or data entry — risks that are commercially uninsurable at that scale.",{"name":266,"plain_english":320,"sample_language":321,"common_mistake":322},"Requires each party to indemnify the other for losses arising from their own breach, negligence, or misconduct — and carves out any losses resulting from the indemnified party's own fault.","Each party ('Indemnifying Party') shall indemnify, defend, and hold harmless the other party from any third-party claims, losses, or expenses arising from the Indemnifying Party's breach of this Agreement, gross negligence, or willful misconduct, except to the extent caused by the indemnified party's own negligence.","One-sided indemnification that only protects the client. Courts in some jurisdictions disfavor or limit enforcement of entirely one-sided indemnity provisions, and a provider who accepts unlimited indemnity without a corresponding liability cap is commercially exposed.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Termination for cause and convenience","Sets out the grounds for immediate termination for cause — material breach, insolvency, regulatory action — and the notice period required to terminate for convenience.","Either party may terminate this Agreement immediately for Cause upon written notice if the other party materially breaches this Agreement and fails to cure within [30] days of written notice. Either party may terminate for convenience upon [90] days' written notice.","No cure period for material breach. Immediate termination clauses without a cure window expose both parties to disputes over whether a breach was actually 'material,' and deny the breaching party a reasonable opportunity to remedy minor non-compliance.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Governing law and dispute resolution","Specifies the jurisdiction whose law governs the agreement and the mechanism for resolving disputes — arbitration, mediation, or litigation — including the venue.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute shall first be submitted to non-binding mediation in [CITY]; if unresolved within [30] days, the dispute shall be settled by binding arbitration under the rules of [AAA / JAMS / applicable body], with proceedings in [CITY].","Choosing a governing law with no connection to where either party operates. Several jurisdictions — including California and Ontario — apply local mandatory employment and consumer-protection statutes regardless of a contractual choice-of-law clause, making a mismatched choice practically unenforceable.",[334,339,344,349,354,359,364,369],{"step":335,"title":336,"description":337,"tip":338},1,"Identify both parties by their registered legal entity names","Enter the full registered name, entity type (LLC, Inc., Ltd.), and state or province of formation for both the service provider and the client. Confirm these match the names on corporate registry filings.","Cross-check the client's legal name against their latest invoice or purchase order before executing — mismatches create enforcement headaches if a dispute arises.",{"step":340,"title":341,"description":342,"tip":343},2,"Draft Schedule A with a granular list of services","List every administrative task the provider will perform — payroll processing, scheduling, data entry, report preparation — with the frequency, format, and any applicable service-level standard (e.g., 'payroll processed by 5 pm on the last business day of each month').","Specificity in Schedule A is the single best investment in dispute prevention. If you can't describe a task in one sentence, it's not scoped clearly enough.",{"step":345,"title":346,"description":347,"tip":348},3,"Set the fee structure and payment mechanics","Choose between a flat monthly retainer, an hourly rate with a cap, or a task-based fee schedule. Enter the dollar amount, invoicing frequency, due date (Net 15 or Net 30), and the late-fee rate.","For retainer arrangements, add a clause specifying whether unused hours roll over or expire at month-end — ambiguity here is a recurring source of client disputes.",{"step":350,"title":351,"description":352,"tip":353},4,"Define the initial term and auto-renewal notice period","Enter the initial contract length (typically 12 months), the auto-renewal period, and the notice required to prevent renewal. Make sure the notice period is at least 30 days longer than the renewal interval.","Set a calendar reminder 90 days before the contract anniversary to review whether renewal terms still reflect the current scope and pricing.",{"step":355,"title":356,"description":357,"tip":358},5,"Complete the confidentiality and data security provisions","Specify which categories of information are confidential (financial records, HR data, client lists), the security standard required (ISO 27001, SOC 2, or 'industry standard'), and the breach notification window.","If the provider will process personal data of the client's employees or customers, add a data processing addendum (DPA) to comply with GDPR, PIPEDA, or applicable state privacy law.",{"step":360,"title":361,"description":362,"tip":363},6,"Calibrate the liability cap to actual fees","Set the liability cap as a multiple of the fees paid in the prior 12 months — 1× fees is standard for admin services, 2× for higher-risk functions like payroll or financial reporting.","Confirm the cap is consistent with the provider's professional liability (E&O) insurance coverage. An uncapped contract that exceeds available insurance is commercially meaningless protection.",{"step":365,"title":366,"description":367,"tip":368},7,"Set termination notice and transition assistance obligations","Enter the convenience termination notice period (90 days is typical), the cure period for material breach (30 days is standard), and the specific transition assistance the provider must render — data export, process documentation, handover meetings.","Providers often resist open-ended transition assistance obligations. Cap transition at a defined number of hours at the standard hourly rate to make it commercially acceptable.",{"step":370,"title":371,"description":372,"tip":373},8,"Execute before services begin and retain a countersigned copy","Both parties must sign before services commence. File the fully executed agreement in a secure document repository and share a countersigned PDF with both parties' legal and finance contacts.","Use a timestamped eSignature platform to create an audit trail of execution. Unsigned drafts have been introduced in disputes as evidence of agreed terms — avoid the ambiguity.",[375,379,383,387,391,395],{"mistake":376,"why_it_matters":377,"fix":378},"Vague scope with no Schedule A","Contracts describing services as 'general administrative support' give neither party a reliable measure of what has been delivered or what additional work triggers an extra charge. Scope disputes are the leading cause of early termination under admin services agreements.","Attach a Schedule A listing every task, frequency, and format. Review and update it annually or whenever the scope materially changes, using a signed amendment.",{"mistake":380,"why_it_matters":381,"fix":382},"No data breach notification clause","Regulatory frameworks in the US (state breach notification laws), Canada (PIPEDA), the UK (UK GDPR), and the EU (GDPR) all impose mandatory notification timelines ranging from 24 to 72 hours. A contract silent on this creates ambiguity about who notifies regulators and affected individuals — and who bears the resulting fines.","Specify a notification window (48 hours is a practical standard), the form of notice, and which party is responsible for notifying regulators and data subjects depending on whether the provider is acting as a processor or controller.",{"mistake":384,"why_it_matters":385,"fix":386},"Omitting a liability cap","Payroll errors, misfiled regulatory submissions, or data entry mistakes can create losses far exceeding the annual contract value. Without a cap, the provider faces theoretically unlimited exposure that their E&O insurance may not cover.","Insert a liability cap set at 12 months' fees and pair it with a mutual exclusion of consequential and indirect damages. Exceptions for willful misconduct and data breaches are standard and reasonable.",{"mistake":388,"why_it_matters":389,"fix":390},"Auto-renewal notice period shorter than the renewal cycle","A contract that renews monthly but requires 30 days' notice to cancel gives the client almost no practical exit window. They routinely miss the deadline and are locked into another term against their intent.","Set the auto-renewal notice period at a minimum of 60 days for annual renewals and 15 days for monthly ones. Confirm the notice delivery method — email to a named address, not just to a general inbox.",{"mistake":392,"why_it_matters":393,"fix":394},"No transition assistance clause","When a provider exits abruptly — or is terminated for cause — the client can be left without access to records, logins, or documented processes. This is operationally catastrophic for functions like payroll or compliance reporting.","Include a transition assistance clause obligating the provider to deliver all client data in a portable format, hand over credentials, and participate in knowledge-transfer sessions for a defined period (typically 30–60 days) after notice.",{"mistake":396,"why_it_matters":397,"fix":398},"Signing with an entity that lacks authority to contract","Administrative agreements are sometimes signed by office managers or operations staff who are not authorized signatories. If the signing entity later disputes the contract, enforcing payment or confidentiality obligations becomes significantly harder.","Require a countersignature from an authorized officer — CEO, CFO, or equivalent — and include a representation that the signatory has authority to bind the entity.",[400,403,406,409,412,415,418,421,424],{"question":401,"answer":402},"What is an administrative services agreement?","An administrative services agreement is a legally binding contract between a client organization and a third-party provider that formalizes the outsourcing of back-office functions such as payroll, scheduling, HR support, data entry, bookkeeping, or facilities management. It defines the scope of services, fees, confidentiality obligations, data protection requirements, liability limits, and termination rights. It is distinct from a general services agreement in that it typically covers ongoing, recurring functions rather than a one-time project.\n",{"question":404,"answer":405},"When do I need an administrative services agreement?","You need one any time a third party performs recurring administrative functions that give them access to sensitive business data — payroll records, financial systems, HR files, or client lists. It is also required for intercompany arrangements where one entity in a corporate group provides back-office support to another, particularly for tax and transfer-pricing purposes. A handshake arrangement or informal email exchange does not provide enforceable protection on confidentiality, data security, or termination.\n",{"question":407,"answer":408},"What is the difference between an administrative services agreement and an independent contractor agreement?","An independent contractor agreement governs the engagement of a self-employed individual for defined project work, with the contractor controlling how the work is performed. An administrative services agreement typically engages a firm or organization — not an individual — to deliver ongoing operational functions under defined service levels and with specific data-handling obligations. If the admin services provider is an individual, misclassification risk (employee vs. contractor) still applies and the agreement should be structured accordingly.\n",{"question":410,"answer":411},"Does an administrative services agreement need to be reviewed by a lawyer?","For straightforward domestic arrangements with a small provider and limited data access, a high-quality template is typically sufficient. Legal review is recommended when the provider handles sensitive personal data regulated by GDPR, PIPEDA, or US state privacy laws; when the annual contract value exceeds $50,000; when the agreement is between affiliated entities and must satisfy transfer-pricing rules; or when the scope includes payroll, financial reporting, or regulatory filings where errors carry statutory penalties.\n",{"question":413,"answer":414},"What service levels should be included in an administrative services agreement?","Service levels should be specific and measurable — for example, payroll processed by 5 pm on the last business day of the month, invoices coded within 24 hours of receipt, or helpdesk tickets acknowledged within 2 business hours. Avoid vague standards like 'in a timely manner.' Each SLA should specify the consequence of non-compliance — a fee credit, a right to cure, or grounds for termination — to make the standard commercially meaningful.\n",{"question":416,"answer":417},"Who owns the work product created under an administrative services agreement?","Typically the client owns all deliverables and work product created specifically for them under the agreement — reports, databases, process documentation, and formatted records. The provider retains ownership of its pre-existing tools, templates, and proprietary methodologies, which it licenses to the client on a non-exclusive basis. This split should be explicit in the contract; without a written assignment clause, default IP rules in many jurisdictions may vest ownership in the creator, not the client who paid for the work.\n",{"question":419,"answer":420},"How long should an administrative services agreement be?","Initial terms of 12 months with automatic annual renewal are most common for ongoing admin support arrangements. Shorter initial terms (3 or 6 months) are appropriate when the relationship is new and performance needs to be validated before a long-term commitment. Fixed-term contracts without auto-renewal are standard for project-based engagements with a defined end date. The termination-for-convenience notice period — typically 60 to 90 days — should always be proportionate to the operational dependency the client has on the provider.\n",{"question":422,"answer":423},"What happens to client data when the agreement is terminated?","The agreement should require the provider to return all client data in a portable, usable format within a defined period after termination — typically 30 days — and to certify destruction of any copies retained on provider systems. Under GDPR and UK GDPR, data processors are legally required to delete or return personal data at the end of a contract. A contract silent on data return creates practical and regulatory risk, particularly for HR and financial records with statutory retention requirements.\n",{"question":425,"answer":426},"Can an administrative services agreement be used for intercompany arrangements?","Yes, and it is strongly recommended. When one entity in a corporate group provides admin services to an affiliated entity, a written agreement documented at arm's-length terms is required in most jurisdictions to satisfy transfer-pricing rules and to establish that the charges are commercially reasonable. Tax authorities in the US, Canada, the UK, and the EU routinely scrutinize related-party service arrangements that lack written contracts or charge rates that differ materially from third-party benchmarks.\n",[428,432,436,440],{"industry":429,"icon_asset_id":430,"specifics":431},"Financial Services","industry-fintech","Compliance-heavy data handling requirements, mandatory breach notification timelines, and regulatory approval of third-party service providers under outsourcing rules set by bodies such as the SEC, FCA, or OSFI.",{"industry":433,"icon_asset_id":434,"specifics":435},"Healthcare","industry-healthtech","HIPAA Business Associate Agreement addendum required when the admin provider accesses protected health information; strict data retention and destruction schedules tied to patient record regulations.",{"industry":437,"icon_asset_id":438,"specifics":439},"Professional Services","industry-professional-services","Client-confidentiality pass-through obligations, conflict-of-interest representations, and professional indemnity insurance requirements that flow from the firm's own client engagements.",{"industry":441,"icon_asset_id":442,"specifics":443},"Technology / SaaS","industry-saas","System-access protocols for cloud-based admin tools, SOC 2 compliance requirements for third-party processors, and IP assignment clauses covering administrative automation scripts or integrations built during the engagement.",[445,447,450,452],{"vs":85,"vs_template_id":229,"summary":446},"An independent contractor agreement governs a self-employed individual performing defined project work. An administrative services agreement typically engages a firm for ongoing, recurring functions under measurable service levels. The key distinctions are the entity type, the recurring nature of the obligation, and the data-handling and SLA provisions that admin agreements carry and contractor agreements typically do not.",{"vs":52,"vs_template_id":448,"summary":449},"professional-services-agreement-D14084","A professional services agreement covers specialized, often project-based engagements — consulting, legal, engineering — where the deliverable is expertise and output. An administrative services agreement covers operational back-office functions delivered on an ongoing basis. Admin agreements place greater emphasis on service levels, data security, and transition assistance; professional services agreements focus more on deliverable acceptance and change-order management.",{"vs":117,"vs_template_id":248,"summary":451},"A general service agreement is a broad-purpose document that can cover virtually any service relationship. An administrative services agreement is a specialized variant with provisions specific to back-office outsourcing — data handling, SLAs, transition assistance, and intercompany transfer-pricing considerations. Use the general service agreement for one-off or non-sensitive service arrangements; use the administrative services agreement when ongoing access to sensitive operational data is involved.",{"vs":240,"vs_template_id":453,"summary":454},"consulting-agreement-D7","A consulting agreement engages an advisor to provide strategic recommendations or specialized knowledge on a defined scope. An administrative services agreement engages a provider to execute operational tasks on an ongoing basis — the deliverable is a service performed, not advice given. Consulting agreements typically do not include SLAs, transition assistance, or data processor obligations that are standard in admin services agreements.",{"use_template":456,"template_plus_review":460,"custom_drafted":464},{"best_for":457,"cost":458,"time":459},"Domestic admin outsourcing with a small provider, no regulated data, and an annual contract value under $50,000","Free","30–60 minutes",{"best_for":461,"cost":462,"time":463},"Arrangements involving payroll, HR data, financial reporting, or any personal data regulated by GDPR, PIPEDA, or US state privacy laws","$400–$900","2–4 days",{"best_for":465,"cost":466,"time":467},"Intercompany shared-services arrangements with transfer-pricing implications, regulated financial services or healthcare data, or contracts exceeding $100,000 annually","$1,500–$5,000+","1–3 weeks",[469,474,479,484],{"code":470,"name":471,"flag_asset_id":472,"note":473},"us","United States","flag-us","No single federal statute governs administrative services agreements, but providers handling personal data must comply with applicable state privacy laws — including the California Consumer Privacy Act (CCPA), Virginia CDPA, and Colorado CPA. If the admin function includes payroll, FLSA and state wage-payment statutes apply to the underlying employees. Healthcare admin providers accessing PHI must execute a HIPAA Business Associate Agreement as an addendum.",{"code":475,"name":476,"flag_asset_id":477,"note":478},"ca","Canada","flag-ca","PIPEDA (or provincial equivalents in Quebec, Alberta, and BC) requires a written contract with any service provider processing personal information on behalf of the client. Quebec's Law 25 imposes additional requirements including privacy impact assessments for cross-border data transfers. Intercompany admin services must be priced at arm's-length under the Income Tax Act transfer-pricing rules, and CRA routinely requests written agreements to support the pricing.",{"code":480,"name":481,"flag_asset_id":482,"note":483},"uk","United Kingdom","flag-uk","UK GDPR requires a written Data Processing Agreement where the admin provider processes personal data as a processor. The contract must specify the subject matter, duration, nature, and purpose of processing and include standard controller-to-processor clauses. For financial services firms, the FCA's outsourcing rules require additional provisions covering audit rights, sub-contracting, and business continuity. Post-Brexit, data transfers to non-UK countries require an International Data Transfer Agreement or equivalent safeguard.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"eu","European Union","flag-eu","GDPR Article 28 mandates a written Data Processing Agreement for any admin provider acting as a processor, incorporating specific mandatory clauses on sub-processors, data subject rights, breach notification, and return or deletion of data. Transfers of personal data outside the EEA require Standard Contractual Clauses or an adequacy decision. In several member states — including France and Germany — collective bargaining agreements may impose additional requirements when admin services affect the client's employees.",[229,241,248,226,490,491,492,493,494,245,237,495],"non-disclosure-agreement-nda-D12692","employment-agreement_at-will-employee-D541","master-service-agreement-D12657","statement-of-work-D12981","data-processing-agreement-D13954","vendor-agreement-D13292",{"emit_how_to":191,"emit_defined_term":191},{"primary_folder":109,"secondary_folder":498,"document_type":499,"industry":500,"business_stage":501,"tags":502,"confidence":507},"services-and-consulting","agreement","general","all-stages",[499,503,504,505,506],"contract","administrative-services","outsourcing","back-office",0.95,"\u003Ch2>What is an Administrative Services Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Administrative Services Agreement\u003C/strong> is a legally binding contract between a client organization and a third-party service provider that governs the outsourcing of ongoing back-office functions — including payroll processing, HR administration, bookkeeping, scheduling, data entry, facilities management, and IT helpdesk support. Unlike a one-time project contract, an administrative services agreement establishes a continuing operational relationship, defining measurable service levels, fee structures, confidentiality obligations, data security responsibilities, and a clear framework for termination and transition. Because the provider typically gains access to sensitive financial, HR, and operational data, the agreement carries data protection obligations that go beyond those found in a standard services contract.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating without a written administrative services agreement exposes your business on every front that matters. Without defined service levels, there is no contractual basis to withhold payment or terminate when performance falls short — disputes become credibility contests rather than contract interpretation exercises. Without an explicit confidentiality and data breach clause, a provider who mishandles your payroll records or HR data faces no contractual obligation to notify you promptly, and you have no documented basis for indemnification. Without a transition assistance clause, a provider who exits abruptly can leave you without access to your own records, logins, and process documentation at precisely the moment you are most operationally exposed. For intercompany arrangements within corporate groups, the absence of a written arm's-length agreement invites tax authority scrutiny of related-party charges. This template gives you a professionally structured starting point that closes all of these gaps in under an hour.\u003C/p>\n",1778773542055]