[{"data":1,"prerenderedAt":527},["ShallowReactive",2],{"document-administrative-services-agreement-3-D5226":3},{"document":4,"label":20,"preview":11,"thumb":21,"thumb600":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":35,"customDescModule":175,"customdescription":6,"mdFm":176,"mdProseHtml":526},{"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: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows: ENGAGEMENT Upon the terms and subject to the conditions hereof, Company hereby engages Service Provider to provide Company with the Services (as defined in Section 2 hereof), and Service Provider hereby agrees to provide Company with the Services. ADMINISTRATIVE AND SUPPORT SERVICES During the term hereof, Service Provider agrees to provide the administrative support and services (including accounting, clerical, secretarial and receptionist assistance) described on Schedule A attached hereto and incorporated herein by reference, and any other administrative services reasonably requested by Company and agreed to by Service Provider (hereinafter referred to as the \"Services\"). Subject to the provisions of Section 3, Service Provider agrees to provide the Services in good faith, in a professional and workmanlike manner and in accordance with the reasonable instructions of Company. MUTUAL SUPPORT AND COOPERATION Each of Service Provider and Company agrees that it will take all steps reasonably necessary, at its own expense to: To designate key individuals to perform its obligations hereunder; To conduct periodic meetings of all such key individuals and others as necessary; To fully cooperate with all reasonable requests for assistance; and To take such further steps and execute such further documents as may be reasonably necessary. The parties will make diligent efforts through their respective key individuals to identify the causes of any problems in the Services and to make adjustments, in an equitable fashion, in order to address and resolve such problems, including the substitution or modification of the Services and the corresponding compensation therefore. FEES Service Provider will invoice Company for the Services performed hereunder on a [WEEKLY/MONTHLY] basis at the rate of [AMOUNT] per [HOUR/DAY/WEEK/MONTH], plus such other out-of-pocket costs incurred by Service Provider as shall be separately stated. Each invoice shall set forth a reasonable explanation of the services rendered during such period and, if requested by Company, supporting documentation in reasonable detail. Company will pay each invoice in full no later than the [NUMBER] days following the date of the invoice. Each party shall be responsible for paying all taxes, if any, imposed upon it by applicable law in connection with this Agreement. TERM AND TERMINATION Except as provided in Section 5B hereof, the term of this Agreement shall commence on the first date indicated above and shall terminate at the close of business on the first anniversary of the date hereof. Either party may, by delivering written notice thereof to the other party, terminate any or all of its obligations under this Agreement, effective immediately, if the other party hereto: Is rendered bankrupt or becomes insolvent, and such insolvency is not cured within [NUMBER] days after written notice, or files a written petition in bankruptcy or an answer admitting the material facts recited in such petition filed by another, or discontinues its business, or has a receiver or other custodian of any kind appointed to administer any substantial amount of its property; or Commits a material breach of its duties, obligations or understandings under this Agreement, which breach is not cured within [NUMBER] days following written notice of such breach from the nonbreaching party. Any such termination shall be in addition to any other rights or remedies available at law or in equity to the terminating party. Each party hereto agrees to consult in advance with the other party and to bring to the attention of the other party any problems, differences of opinion, disagreements or any other matters that may lead such party to terminate or seek to terminate this Agreement. The purpose and intent of the parties in including this provision is to insure that both parties to this Agreement are made aware of any problems arising out of or relating to this Agreement or the relationship of the parties hereunder, so that the parties hereto may, in good faith, consult with one another concerning such problems and, where possible, resolve such problems to the parties' mutual satisfaction, thereby preserving their contractual relationship and goodwill and mutual respect presently existing between the parties to this Agreement. FORCE MAJEURE Any failure or delay in the performance by Service Provider of its obligations hereunder shall not be a breach of this Agreement if such failure or delay arises out of or results primarily from fire, storm, flood, earthquake or other acts of God, explosions, wars, insurrections, strikes, work stoppages or slowdowns, epidemic or quarantine restrictions, unforeseen equipment failure or inability to obtain essential raw materials despite commercially reasonable best efforts to do so (the occurrence of any of the foregoing shall be an \"Event of Force Majeure\"). 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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",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":30,"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":100,"size":118,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":123,"keywords":128,"url":129},"SERVICE LEVEL AGREEMENT This Service Level Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), 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: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\"). WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the \"Location and Equipment Summary\"), which is attached hereto and made a part hereof; and WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the \"Parties\" and singularly as the \"Party\") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the \"Statement of Work\"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the \"Non-Recurring and Monthly Recurring Pricing Summary\"), which is attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: UNDERTAKINGS Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work. TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law. The rights and duties in Article D, \"Warranty and Liability\" shall survive the termination of this Agreement. FINANCIAL PROVISIONS Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. This charge is in addition to any other charges specified in the applicable tariff or contract from the entity from which the facility or service is obtained. For equipment moves made pursuant to Client's request, Client shall pay for each unit of Equipment this is moved to a different location within the same Service Provider Network Location after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. Client shall pay directly or reimburse Service Provider, as applicable, for all taxes, duties, and similar liabilities which may result from this Agreement, or any support services specified hereunder, exclusive of taxes based on Service Provider's net income. All invoices shall be due and payable in [CURRENCY] within [NUMBER] calendar days upon receipt as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. WARRANTY AND LIABILITY Service Provider warrants that its undertakings hereunder shall be performed in a professional and workmanlike manner and that it will provide Support Services in accordance with this Agreement. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANYWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client warrants that it has the unrestricted right to place the Equipment at Service Provider's Location(s) listed in the Location and Equipment Summary for the term of this Agreement. Except as otherwise set forth herein, neither Party shall be deemed negligent, at fault or liable in any respect to the other for any delay, interruption or failure in performance hereunder resulting from fire, flood, water, the elements, explosions, acts of God, war, accidents, labor disputes, strikes, shortages of equipment or suppliers, unavailability of transportation or other cause beyond the reasonable control of the Party delayed or prevented from performing.","Service Level Agreement",89,"https://templates.business-in-a-box.com/imgs/1000px/service-level-agreement-D778.png","https://templates.business-in-a-box.com/imgs/250px/778.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#778.xml",{"title":6,"description":6},[124,127],{"label":125,"url":126},"Software & Technology","software-technology-business",{"label":125,"url":126},"service level agreement","/template/service-level-agreement-D778",{"description":131,"descriptionCustom":6,"label":132,"pages":133,"size":101,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":138,"url":144},"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":138,"description":6},"non disclosure agreement nda",[140,141],{"label":30,"url":109},{"label":142,"url":143},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":146,"descriptionCustom":6,"label":147,"pages":148,"size":101,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":157},"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","7","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":153,"description":6},"master service agreement",[155,156],{"label":30,"url":109},{"label":30,"url":109},"/template/master-service-agreement-D12657",{"description":159,"descriptionCustom":6,"label":160,"pages":148,"size":101,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":166,"keywords":165,"url":174},"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","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":165,"description":6},"employment agreement_at will employee",[167,170,173],{"label":168,"url":169},"Human Resources","human-resources",{"label":171,"url":172},"Hire an Employee","hire-employee",{"label":30,"url":109},"/template/employment-agreement_at-will-employee-D541",false,{"seo":177,"reviewer":190,"legal_disclaimer":194,"quick_facts":195,"at_a_glance":197,"personas":201,"variants":226,"glossary":253,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":457,"diy_vs_lawyer":470,"jurisdictions":483,"related_template_ids_curated":504,"schema":514,"classification":515},{"meta_title":178,"meta_description":179,"primary_keyword":180,"secondary_keywords":181,"robots":189,"family":180,"is_canonical":175},"Administrative Services Agreement Template #3 (Free Word)","Free administrative services agreement template for outsourcing back-office functions. Covers scope, fees, confidentiality, and termination. Free Word and PDF download.","administrative services agreement template",[182,183,184,185,186,187,188],"administrative services agreement","administrative services contract template","admin services agreement template word","outsourcing administrative services contract","back office services agreement","administrative services agreement free download","managed services agreement template","noindex,follow",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":196,"legal_review_recommended":194,"signature_required":194},"medium",{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"An Administrative Services Agreement is a legally binding contract between a service provider and a client organization that formally defines the scope, fees, and conditions under which the provider will deliver back-office or administrative support functions. This free Word download gives you a professionally structured starting point you can edit online and export as PDF, covering everything from task scope and service standards to confidentiality and termination rights.\n","Use it whenever your organization engages a third party — an independent administrator, a shared-services entity, or a management company — to handle functions such as payroll processing, bookkeeping, HR administration, facilities management, IT support, or records management. It is equally appropriate when a parent company provides administrative services to a subsidiary under an intercompany arrangement.\n","Scope of services and service standards, fee structure and invoicing schedule, confidentiality and data-handling obligations, intellectual property ownership, liability limits, indemnification, termination rights with notice periods, and governing law. Each clause is drafted with plain-language placeholders so you can adapt it to your specific arrangement in minutes.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Small business owners","Outsourcing bookkeeping, payroll, or HR admin to a third-party provider","persona-small-business-owner",{"title":207,"use_case":208,"icon_asset_id":209},"Startup founders","Engaging an external administrator to handle back-office functions while the core team focuses on growth","persona-startup-founder",{"title":211,"use_case":212,"icon_asset_id":213},"Corporate legal and operations teams","Formalizing intercompany administrative service arrangements between parent and subsidiary entities","persona-operations-director",{"title":215,"use_case":216,"icon_asset_id":217},"Managed service providers","Documenting the scope and fees for administrative support delivered to multiple client organizations","persona-agency",{"title":219,"use_case":220,"icon_asset_id":221},"Nonprofit executives","Contracting with a management company to handle administrative functions under funder-required documentation standards","persona-nonprofit-exec",{"title":223,"use_case":224,"icon_asset_id":225},"Finance and accounting firms","Engaging clients under a formal agreement that defines recordkeeping, reporting, and liability boundaries","persona-cfo",[227,230,233,237,241,245,249],{"situation":228,"recommended_template":7,"slug":229},"Outsourcing a broad range of back-office functions to a single provider","administrative-services-agreement-3-D5226",{"situation":231,"recommended_template":86,"slug":232},"Engaging a contractor to perform a single defined project","independent-contractor-agreement-D160",{"situation":234,"recommended_template":235,"slug":236},"Retaining a professional firm for ongoing advisory or consulting work","Consulting Services Agreement","software-development-and-consulting-services-agreement-D800",{"situation":238,"recommended_template":239,"slug":240},"Outsourcing IT infrastructure management and support desk","IT Services Agreement","it-service-agreement-D13422",{"situation":242,"recommended_template":243,"slug":244},"Establishing intercompany service terms between affiliated entities","Intercompany Services Agreement","inter-company-services-agreement-D886",{"situation":246,"recommended_template":247,"slug":248},"Engaging a payroll bureau under a specific payroll processing contract","Payroll Services Agreement","administrative-services-agreement-D850",{"situation":250,"recommended_template":251,"slug":252},"Defining service levels and uptime commitments for a technology platform","Service Level Agreement (SLA)","service-level-agreement-D778",[254,257,260,263,266,269,272,275,278,281,284],{"term":255,"definition":256},"Administrative Services","Back-office or support functions — such as payroll, bookkeeping, HR administration, or facilities coordination — performed by one party on behalf of another.",{"term":258,"definition":259},"Scope of Services","The precisely defined list of tasks, deliverables, and responsibilities the service provider agrees to perform under the agreement.",{"term":261,"definition":262},"Service Level Standard","A measurable performance benchmark — such as turnaround time or error rate — against which the provider's work is evaluated.",{"term":264,"definition":265},"Retainer Fee","A fixed monthly or periodic amount paid to the service provider regardless of the exact volume of work performed in that period.",{"term":267,"definition":268},"Indemnification","A contractual obligation by one party to compensate the other for specified losses, damages, or liabilities arising from defined events.",{"term":270,"definition":271},"Limitation of Liability","A clause that caps the maximum financial exposure of one or both parties to a specified amount — typically fees paid in the preceding 12 months.",{"term":273,"definition":274},"Confidential Information","Non-public data, documents, or knowledge belonging to one party that the other party is contractually prohibited from disclosing or misusing.",{"term":276,"definition":277},"Term and Renewal","The initial duration of the agreement and the conditions — automatic rollover or written notice — under which it continues beyond that period.",{"term":279,"definition":280},"Termination for Cause","The right to end the agreement immediately, without notice or penalty, when the other party has materially breached a defined obligation.",{"term":282,"definition":283},"Governing Law","The jurisdiction whose laws apply to interpret and enforce the agreement, typically the state, province, or country where the service provider or client is located.",{"term":285,"definition":286},"Work Product","Any documents, reports, data compilations, or other outputs created by the service provider in the course of performing administrative services.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties and recitals","Identifies the legal entities entering the agreement — the service provider and the client — and provides brief context for why the agreement is being made.","This Administrative Services Agreement ('Agreement') is entered into as of [DATE] by and between [PROVIDER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Provider'), and [CLIENT LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Client').","Using a trade name instead of the registered legal entity name, which creates enforcement ambiguity if either party later disputes which legal entity is bound.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Scope of services","Lists the specific administrative tasks the provider will perform, references a Schedule A for detail, and preserves the client's right to request reasonable modifications.","Provider shall perform the administrative services set out in Schedule A ('Services'), as may be amended by mutual written agreement of the parties from time to time.","Leaving the scope vague in the body and attaching no Schedule A — both parties then operate on different assumptions about what is included, leading to fee disputes and service gaps.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Service standards and performance","Sets the quality, accuracy, and timeliness benchmarks the provider must meet, and defines how performance failures are measured and remedied.","Provider shall perform the Services with reasonable care and skill, meeting the performance standards set out in Schedule B. Any failure to meet a standard shall be remedied within [X] business days of written notice from Client.","Omitting any performance standard at all. Without measurable benchmarks, the client has no contractual basis to request corrections or terminate for underperformance.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Fees, invoicing, and payment terms","States the fee structure — retainer, hourly, or per-service — invoice frequency, payment due date, and interest on overdue balances.","Client shall pay Provider a monthly retainer of $[AMOUNT], invoiced on the [1st] of each month, due within [30] days of receipt. Overdue balances accrue interest at [1.5]% per month.","Agreeing to a fee verbally and not including it in the written agreement. When fees are disputed later, the absence of a written amount allows either party to claim a different number.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Confidentiality and data handling","Prohibits both parties from disclosing the other's confidential information and requires the provider to handle client data securely and in compliance with applicable privacy laws.","Each party shall keep the other's Confidential Information strictly confidential and shall not disclose it to any third party without prior written consent. Provider shall implement reasonable security measures to protect Client data and shall notify Client within [48] hours of any suspected data breach.","Failing to define what constitutes 'Confidential Information.' Broad, undefined terms are difficult to enforce and may exclude data the client reasonably expected to be protected.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Intellectual property and work product ownership","Clarifies that work product created by the provider for the client belongs to the client, while the provider retains ownership of pre-existing tools, templates, and methodologies.","All work product created by Provider specifically for Client under this Agreement shall be the sole property of Client upon full payment of all fees. Provider retains all rights to its pre-existing tools, software, and methodologies.","No IP clause at all, leaving ownership of reports, templates, and data compilations ambiguous — particularly problematic if the relationship ends and the client needs to transfer work to a new provider.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Limitation of liability and indemnification","Caps the provider's financial exposure to a defined amount and allocates responsibility for third-party claims arising from each party's own acts or omissions.","Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client in the [12] months preceding the claim. Each party shall indemnify the other against third-party claims arising from its own gross negligence or willful misconduct.","No liability cap at all, leaving the provider exposed to claims that exceed the economic value of the engagement — or a cap so low it gives the client no meaningful remedy for serious failures.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Term, renewal, and termination","Sets the initial contract period, describes how the agreement renews, and states the notice required to terminate — with or without cause.","This Agreement commences on [START DATE] and continues for [12] months ('Initial Term'), renewing automatically for successive [12]-month periods unless either party provides [60] days' written notice of non-renewal. Either party may terminate for material breach upon [30] days' written notice if the breach is not cured within that period.","Setting a 30-day notice period for a complex administrative arrangement where transition takes 60–90 days — causing service continuity failures and potential liability for the party terminating too quickly.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Transition assistance","Requires the provider to cooperate with the client during a defined wind-down period to ensure orderly transfer of records, data, and responsibilities to the client or a successor provider.","Upon expiration or termination, Provider shall, for up to [90] days at Client's cost and at Provider's then-current hourly rate, provide reasonable transition assistance including transferring all Client data and records in a mutually agreed format.","Omitting a transition clause entirely. When the relationship ends, a provider with no obligation to assist can hold data hostage or simply go dark — leaving the client unable to operate.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing law and dispute resolution","Identifies the jurisdiction whose laws govern the agreement and specifies whether disputes go to arbitration, mediation, or court — and in which location.","This Agreement is governed by the laws of [STATE/PROVINCE/COUNTRY]. Any dispute shall first be submitted to non-binding mediation. If unresolved within [30] days, the dispute shall be resolved by binding arbitration in [CITY] under the rules of [AAA / JAMS / applicable body].","Choosing a governing law with no connection to where either party operates. Some jurisdictions void choice-of-law clauses that have no legitimate relationship to the contracting parties.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify both legal entities","Enter the full registered legal names of the service provider and the client — not trade names or DBAs. Confirm entity type (LLC, corporation, partnership) and state or province of formation for each.","Cross-check your corporate registry filing before inserting entity names. A mismatched name in a contract can complicate enforcement.",{"step":345,"title":346,"description":347,"tip":348},2,"Define the scope of services in Schedule A","List every administrative task the provider will perform with enough specificity that a third party could determine whether each task was completed. Avoid broad categories like 'accounting support' — specify 'monthly bank reconciliation, accounts payable processing, and payroll journal entry posting.'","Have the provider draft Schedule A first, then have the client redline it. Differences in that negotiation reveal assumptions that need to be resolved before signing.",{"step":350,"title":351,"description":352,"tip":353},3,"Set performance standards in Schedule B","Attach a Schedule B with measurable benchmarks — turnaround times, error tolerances, reporting deadlines. Link each standard to a specific service in Schedule A.","If a standard cannot be measured objectively, it cannot be enforced. 'Timely' means nothing; '48 hours from receipt of source documents' does.",{"step":355,"title":356,"description":357,"tip":358},4,"Complete the fee and payment section","Enter the fee amount, fee type (retainer, hourly, per-transaction), invoice frequency, payment due date, and the late-fee rate. Confirm whether fees are inclusive or exclusive of applicable taxes such as VAT or HST.","State the currency explicitly, especially for cross-border arrangements where USD and CAD, or GBP and EUR, are easily confused.",{"step":360,"title":361,"description":362,"tip":363},5,"Tailor the confidentiality and data provisions","Define 'Confidential Information' specifically — include financial records, employee data, client lists, and any personally identifiable information the provider will access. Add a data breach notification timeline and any sector-specific compliance obligations (HIPAA, GDPR, PIPEDA).","If the provider will process personal data of EU residents, attach a Data Processing Agreement as an exhibit to comply with GDPR Article 28.",{"step":365,"title":366,"description":367,"tip":368},6,"Set the term, notice period, and transition window","Choose an initial term (12 months is standard), set the automatic renewal period, and confirm the notice period for non-renewal or termination. Add a transition assistance period of at least 60–90 days for complex administrative arrangements.","The notice period should be long enough for the client to competitively procure a replacement provider. Thirty days is often too short for specialized administrative functions.",{"step":370,"title":371,"description":372,"tip":373},7,"Confirm the liability cap and indemnification scope","Set the aggregate liability cap — typically total fees paid in the preceding 12 months — and confirm which categories of loss are excluded from the cap (fraud, willful misconduct, data-breach penalties).","For arrangements involving payroll or tax filing, consider a higher cap or a separate carve-out for regulatory penalties caused by provider error, as fines can easily exceed 12 months of fees.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute before services begin","Both authorized signatories must sign before the first day of service delivery. Confirm each signatory has authority to bind their entity — board authorization may be required for entities governed by formal bylaws.","Use a timestamped e-signature platform to create an auditable execution record. Store the fully-executed agreement alongside the Schedules as a single PDF.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Vague or missing scope of services","Without a detailed Schedule A, both parties operate on different assumptions. Fee disputes and claims of non-performance become impossible to resolve because there is no agreed standard to point to.","Attach a Schedule A listing every service by name, frequency, and deliverable format. Require the provider to draft it and the client to approve it before signing.",{"mistake":385,"why_it_matters":386,"fix":387},"No transition assistance clause","When the agreement ends, a provider with no contractual obligation to assist can delay data transfer, withhold records, or go silent — leaving the client unable to operate or onboard a replacement.","Include a 60–90 day transition assistance obligation requiring the provider to transfer all client data in a standard format and cooperate with any successor provider.",{"mistake":389,"why_it_matters":390,"fix":391},"No liability cap or an uncapped indemnification","A provider with unlimited liability exposure on a low-fee engagement will either refuse to sign or price risk into fees. An uncapped obligation on either side creates unpredictable financial exposure.","Cap aggregate liability at 12 months of fees paid, with clearly stated carve-outs for fraud, gross negligence, and data-breach penalties caused by the liable party.",{"mistake":393,"why_it_matters":394,"fix":395},"Signing the agreement after services have already started","Services delivered before execution are governed by no written terms. If a dispute arises about work already performed, there is no contract to apply — the parties must rely on implied terms, which vary by jurisdiction and usually favor neither side.","Execute the agreement, including all Schedules, before the provider's first day of work. If circumstances require backdating, confirm both parties explicitly agree to the retroactive effective date in writing.",{"mistake":397,"why_it_matters":398,"fix":399},"Omitting data protection and breach notification obligations","Administrative service providers routinely handle payroll records, bank data, employee PII, and client financials. A breach without a notification clause exposes the client to regulatory penalties for delayed disclosure.","Define Confidential Information to include all personal and financial data, require the provider to implement reasonable security measures, and set a 48-hour breach notification obligation.",{"mistake":401,"why_it_matters":402,"fix":403},"Auto-renewal without a notice trigger in the calendar","A 12-month agreement with 60-day notice for non-renewal will auto-renew if the client forgets to send notice. Many clients discover renewal only when the next invoice arrives — after the window has closed.","When executing, immediately calendar the notice deadline and assign a named individual responsible for reviewing the agreement before that date.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is an administrative services agreement?","An administrative services agreement is a binding contract between a service provider and a client that defines the terms under which the provider will perform back-office or support functions — such as payroll processing, bookkeeping, HR administration, or facilities coordination — on the client's behalf. It establishes the scope of work, fees, service standards, confidentiality obligations, and termination rights, giving both parties a clear legal framework for the arrangement.\n",{"question":409,"answer":410},"When do I need an administrative services agreement?","You need one whenever you engage a third party to handle internal administrative functions on an ongoing basis — whether that is an independent administrator, a shared-services company, or a management firm. It is also appropriate for intercompany arrangements where a parent entity provides administrative services to a subsidiary. Without a written agreement, disputes about scope, fees, and liability are resolved by implied terms that may not reflect what either party intended.\n",{"question":412,"answer":413},"What is the difference between an administrative services agreement and a consulting agreement?","A consulting agreement typically engages an expert for strategic advice, project deliverables, or specialized analysis over a defined engagement. An administrative services agreement covers ongoing, process-driven back-office functions performed repeatedly over a longer term. The operational and repetitive nature of administrative services requires more detailed scope schedules, performance standards, and transition provisions than a standard consulting engagement.\n",{"question":415,"answer":416},"Does an administrative services agreement need to be signed by a lawyer?","A lawyer does not need to draft or sign the agreement, but legal review is recommended before signing — particularly for arrangements involving personal data, payroll, tax obligations, or significant financial exposure. A qualified template reduces drafting time considerably, but a 1–2 hour review by an employment or commercial lawyer is worthwhile for any arrangement that will run longer than 12 months or involve sensitive data.\n",{"question":418,"answer":419},"Can I use this agreement for an intercompany arrangement between a parent and subsidiary?","Yes. Intercompany administrative services agreements are common in corporate groups where a parent entity centralizes HR, finance, IT, or legal services and charges affiliated entities a management fee. Transfer-pricing rules in most jurisdictions — including the US, Canada, and the EU — require that intercompany service fees reflect arm's-length market rates and be documented in a written agreement to be deductible.\n",{"question":421,"answer":422},"What should a scope of services schedule include?","Schedule A should list every service by name, describe the specific tasks involved, state the frequency (daily, weekly, monthly), identify the deliverable or output for each task, and note any dependency on client-supplied data or approvals. The more specific the schedule, the easier it is to measure performance, resolve disputes, and transition to a new provider if needed.\n",{"question":424,"answer":425},"How is an administrative services agreement terminated?","Termination typically follows one of three paths: expiration at the end of the initial term without renewal, termination for convenience with the agreed notice period (commonly 30–90 days), or termination for cause when a material breach has not been cured within the notice period. Most well-drafted agreements require the provider to deliver transition assistance for a defined period after notice, ensuring continuity of the client's operations.\n",{"question":427,"answer":428},"What liability protections should I include in this agreement?","At minimum, include a mutual limitation of liability capping each party's aggregate exposure at total fees paid in the preceding 12 months, and a mutual indemnification provision covering third-party claims arising from each party's own gross negligence or willful misconduct. Consider carving out data-breach penalties, regulatory fines, and IP infringement from the cap, as these losses can easily exceed 12 months of service fees.\n",{"question":430,"answer":431},"Is an administrative services agreement enforceable without notarization?","In most jurisdictions, including the US, Canada, the UK, and the EU, notarization is not required for a commercial services agreement to be enforceable. A signed written agreement with authorized signatories is generally sufficient. However, if the agreement will be filed with a regulatory body or used as part of a corporate restructuring, confirm applicable filing requirements with a local legal advisor.\n",[433,437,441,445,449,453],{"industry":434,"icon_asset_id":435,"specifics":436},"Financial Services","industry-fintech","Fund administrators and asset managers rely on administrative services agreements to document NAV calculation, investor recordkeeping, compliance reporting, and transfer agency functions under SEC and FINRA-adjacent obligations.",{"industry":438,"icon_asset_id":439,"specifics":440},"Healthcare","industry-healthtech","Healthcare organizations use these agreements when outsourcing medical billing, coding, credentialing, or patient records management, with HIPAA Business Associate Agreement provisions incorporated by reference or as an exhibit.",{"industry":442,"icon_asset_id":443,"specifics":444},"Professional Services","industry-professional-services","Law firms, accounting practices, and consulting groups engage administrative service providers for conflict checking, billing administration, and client file management, requiring strict confidentiality provisions covering privileged materials.",{"industry":446,"icon_asset_id":447,"specifics":448},"Nonprofit Organizations","industry-nonprofit","Nonprofits use administrative services agreements when contracting with management companies or fiscal sponsors to handle HR, payroll, and grant administration, with funder-reporting obligations written into the scope schedule.",{"industry":450,"icon_asset_id":451,"specifics":452},"Real Estate and Property Management","industry-real-estate","Property owners engage administrators for lease administration, tenant communication, accounts payable, and regulatory filings, with performance standards tied to reporting deadlines and tenant response times.",{"industry":454,"icon_asset_id":455,"specifics":456},"Technology / SaaS","industry-saas","Fast-growing SaaS companies outsource payroll, equity administration, and HR operations to specialized providers, requiring data-security provisions aligned with SOC 2 standards and GDPR or CCPA data-handling obligations.",[458,460,464,467],{"vs":86,"vs_template_id":232,"summary":459},"An independent contractor agreement engages a self-employed individual for a defined project or task, typically without ongoing obligations. An administrative services agreement covers a continuous stream of back-office work performed by an organization rather than an individual, with detailed scope schedules, performance standards, and multi-month or multi-year terms. Misusing a contractor agreement for an ongoing administrative arrangement can trigger misclassification risk.",{"vs":461,"vs_template_id":462,"summary":463},"Consulting Agreement","consulting-agreement-D12700","A consulting agreement is built around deliverables, advice, and specialized expertise applied to a defined problem or project. An administrative services agreement governs repetitive, process-driven functions performed on the client's behalf over an extended period. The two differ primarily in the nature of work — strategic versus operational — and in the level of procedural detail required in the scope schedule.",{"vs":251,"vs_template_id":465,"summary":466},"service-level-agreement-D12844","A service level agreement defines measurable performance benchmarks — uptime, response times, error rates — for a service already governed by an underlying contract. An administrative services agreement is the governing contract itself, which may incorporate a service level schedule as an exhibit. An SLA without an underlying agreement has no fee, liability, or termination framework.",{"vs":73,"vs_template_id":468,"summary":469},"D{MANAGEMENT_SERVICES_AGREEMENT_ID}","A management services agreement typically covers broader strategic and operational oversight — including direction of staff, vendor management, and strategic decision-making — in addition to administrative functions. An administrative services agreement is narrower, focusing on defined back-office tasks without granting the provider authority to manage the client's business. For arrangements where the provider exercises management discretion, the management services variant is more appropriate.",{"use_template":471,"template_plus_review":475,"custom_drafted":479},{"best_for":472,"cost":473,"time":474},"Small businesses and startups outsourcing standard back-office functions to a single provider under straightforward fee arrangements","Free","30–60 minutes",{"best_for":476,"cost":477,"time":478},"Arrangements involving payroll, employee data, cross-border services, or fees exceeding $50,000 per year","$300–$750","2–5 business days",{"best_for":480,"cost":481,"time":482},"Complex multi-service outsourcing, regulated industries (financial services, healthcare), intercompany transfer-pricing arrangements, or providers operating across multiple jurisdictions","$1,500–$5,000+","1–3 weeks",[484,489,494,499],{"code":485,"name":486,"flag_asset_id":487,"note":488},"us","United States","flag-us","No federal statute mandates a written administrative services agreement, but written contracts are standard practice and required for IRS transfer-pricing documentation in intercompany arrangements. State commercial law governs enforceability; choice-of-law clauses are generally respected when the chosen state has a reasonable connection to the parties. Agreements involving payroll or employee benefit administration must address ERISA, HIPAA, and applicable state wage-law obligations. California's CCPA imposes data-handling requirements on service providers processing personal information of California residents.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"ca","Canada","flag-ca","Intercompany administrative service fees must satisfy the arm's-length standard under the Income Tax Act and be supported by a written agreement to be deductible. PIPEDA — and Quebec's Law 25 — impose data-handling and breach-notification obligations on service providers processing personal information, which should be reflected in the agreement's confidentiality provisions. Provincial employment standards legislation may apply if the arrangement is later recharacterized as an employment relationship. Quebec contracts are subject to the Civil Code of Quebec and may require French-language compliance under the Charter of the French Language.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"uk","United Kingdom","flag-uk","Administrative services agreements in the UK are governed by the Contracts Act 1999 and relevant common-law principles. Where the provider handles personal data, the agreement must satisfy UK GDPR Article 28 by including mandatory data processing terms — either in the body of the agreement or in a separate Data Processing Agreement. IR35 rules may apply if the service provider is an individual operating through a personal service company. Transfer of Undertakings (TUPE) regulations can be triggered if the outsourced function involves staff who transfer to the provider.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"eu","European Union","flag-eu","GDPR Article 28 requires that any processor handling personal data on behalf of a controller be bound by a written data processing agreement setting out subject matter, duration, nature, and purpose of processing — this must be incorporated into or attached to the administrative services agreement. Member states apply different rules on choice-of-law clauses under Rome I Regulation, which generally respects party choice in commercial contracts. Intercompany arrangements are subject to transfer-pricing documentation requirements in most member states under the OECD framework. Some member states require works council consultation before outsourcing functions that affect employees.",[232,505,252,506,507,244,508,509,510,511,512,513],"consulting-agreement---long-D12543","non-disclosure-agreement-nda-D12692","master-service-agreement-D12657","employment-agreement_at-will-employee-D541","data-processing-agreement-D13954","business-associate-agreement-D12650","sales-invoice-D383","vendor-agreement-D13292","website-terms-and-conditions-D13193",{"emit_how_to":194,"emit_defined_term":194},{"primary_folder":109,"secondary_folder":516,"document_type":517,"industry":518,"business_stage":519,"tags":520,"confidence":525},"services-and-consulting","agreement","general","all-stages",[517,521,522,523,524],"contract","administrative-services","service-provider","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 service provider and a client organization that governs the delivery of back-office or administrative support functions — such as payroll processing, bookkeeping, HR administration, facilities coordination, or IT support — on an ongoing basis. The agreement defines what services will be performed, to what standard, at what cost, and under what conditions either party may end the relationship. Unlike a general consulting contract, an administrative services agreement is built around repetitive, process-driven work performed continuously over a multi-month or multi-year term, requiring detailed scope schedules, measurable performance benchmarks, and orderly transition provisions that one-off project contracts typically omit.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating without a written administrative services agreement exposes both parties to disputes that are preventable and expensive to resolve. When scope is agreed verbally, the client and provider inevitably remember different things — leading to fee arguments over work the client expected but the provider never agreed to perform. When confidentiality obligations are absent, sensitive payroll records, financial data, and employee information flow between organizations with no contractual protection and no breach-notification requirement. When termination rights are undefined, a client who needs to change providers discovers there is no mechanism to compel data transfer or transition assistance, leaving operations stranded. This template closes all three gaps: it forces scope to be documented in a Schedule before services begin, imposes confidentiality and data-security obligations with teeth, and includes a transition assistance clause that survives termination — protecting the client's ability to continue operations regardless of how the relationship ends.\u003C/p>\n",1781186023674]