[{"data":1,"prerenderedAt":525},["ShallowReactive",2],{"document-administrative-services-agreement-D850":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":524},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"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},[92],{"label":93,"url":94},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":98,"descriptionCustom":6,"label":99,"pages":8,"size":100,"extension":10,"preview":101,"thumb":102,"svgFrame":103,"seoMetadata":104,"parents":106,"keywords":105,"url":110},"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",513,"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":105,"description":6},"service agreement",[107,109],{"label":17,"url":108},"business-legal-agreements",{"label":17,"url":108},"/template/service-agreement-D12711",{"description":112,"descriptionCustom":6,"label":113,"pages":114,"size":100,"extension":10,"preview":115,"thumb":116,"svgFrame":117,"seoMetadata":118,"parents":120,"keywords":119,"url":128},"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. 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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":137,"description":6},"non disclosure agreement nda",[139,140],{"label":17,"url":108},{"label":141,"url":142},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":145,"descriptionCustom":6,"label":146,"pages":147,"size":148,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":153,"keywords":160,"url":161},"COMPANY NAME:_______________________ Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Purchase Order The following number must appear on all related correspondence, shipping papers, and invoices: P.O. NUMBER: Contact: Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code___________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Purchase Order","1",49,"https://templates.business-in-a-box.com/imgs/1000px/purchase-order-D1411.png","https://templates.business-in-a-box.com/imgs/250px/1411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1411.xml",{"title":6,"description":6},[154,157],{"label":155,"url":156},"Sales & Marketing","sales-marketing",{"label":158,"url":159},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",{"description":163,"descriptionCustom":6,"label":164,"pages":165,"size":100,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":176,"url":177},"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","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":170,"description":6},"consulting agreement long",[172,173],{"label":17,"url":108},{"label":174,"url":175},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",false,{"seo":180,"reviewer":192,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":252,"clauses":286,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":455,"diy_vs_lawyer":468,"jurisdictions":481,"related_template_ids_curated":502,"schema":512,"classification":513},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184,"family":183,"is_canonical":191},"Administrative Services Agreement Template (Free Word)","Download administrative services agreement template to outsource back-office functions with clear terms on fees, confidentiality, and IP rights. Free Word and PDF download.","administrative services agreement template",[20,185,186,187,188,189,190],"administrative services contract template","admin services agreement template word","outsourced administrative services contract","back office services agreement","administrative support contract template","administrative services agreement free download",true,{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":197,"legal_review_recommended":191,"signature_required":191},"medium",{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"An Administrative Services Agreement is a binding contract between a company and an external provider engaged to deliver defined back-office or administrative functions — such as payroll processing, bookkeeping, HR administration, data entry, or facilities management. This free Word download gives you a professionally structured template you can edit online, tailor to your specific service scope, and export as PDF for execution.\n","Use it whenever you outsource administrative or operational support functions to a third party — a specialist firm, shared-services entity, or affiliated company. It is especially important when the provider will access confidential data, handle financial records, or act on the company's behalf with vendors or regulators.\n","Defined scope of services, fee structure and payment schedule, confidentiality and data-handling obligations, intellectual property ownership, representations and warranties, indemnification, liability limitation, term, and termination provisions including transition assistance on wind-down.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Small business owners","Formalizing an outsourced bookkeeping or payroll arrangement with a third-party firm","persona-small-business-owner",{"title":208,"use_case":209,"icon_asset_id":210},"CFOs and finance directors","Governing a shared-services or BPO arrangement that touches financial records","persona-cfo",{"title":212,"use_case":213,"icon_asset_id":214},"HR managers","Engaging an external HR administration firm to manage benefits enrollment and compliance filings","persona-hr-manager",{"title":216,"use_case":217,"icon_asset_id":218},"Startup founders","Outsourcing non-core back-office functions to keep headcount lean at early stage","persona-startup-founder",{"title":220,"use_case":221,"icon_asset_id":222},"Operations directors","Contracting facilities management or office-services support for multiple locations","persona-operations-director",{"title":224,"use_case":225,"icon_asset_id":226},"Corporate counsel","Standardizing the agreement template used across all administrative vendor engagements","persona-corporate-counsel",[228,232,236,238,241,244,248],{"situation":229,"recommended_template":230,"slug":231},"Outsourcing payroll processing and tax filings to a specialist provider","Payroll Services Agreement","administrative-services-agreement-D850",{"situation":233,"recommended_template":234,"slug":235},"Engaging a BPO firm for broad back-office operations across multiple functions","Business Process Outsourcing Agreement","business-process-management-D12896",{"situation":237,"recommended_template":7,"slug":231},"Contracting an independent administrator for day-to-day office support tasks",{"situation":239,"recommended_template":85,"slug":240},"Hiring an individual virtual assistant rather than a company","independent-contractor-agreement-D160",{"situation":242,"recommended_template":68,"slug":243},"Delegating management functions between affiliated entities in a corporate group","management-services-agreement-D551",{"situation":245,"recommended_template":246,"slug":247},"Engaging an external firm to manage IT helpdesk and systems administration","IT Services Agreement","it-service-agreement-D13422",{"situation":249,"recommended_template":250,"slug":251},"Outsourcing accounting functions with defined monthly deliverables","Accounting Services Agreement","simple-accounting-services-agreement-D13529",[253,256,259,262,265,268,271,274,277,280,283],{"term":254,"definition":255},"Scope of Services","The specific administrative tasks and deliverables the provider is contractually obligated to perform, listed in a schedule or exhibit.",{"term":257,"definition":258},"Service Level Agreement (SLA)","Performance standards attached to the contract specifying minimum quality, turnaround times, or accuracy rates the provider must meet.",{"term":260,"definition":261},"Statement of Work (SOW)","A schedule to the agreement describing a particular project or service package in detail, including deliverables, timelines, and fees.",{"term":263,"definition":264},"Indemnification","A clause requiring one party to compensate the other for specific losses, claims, or liabilities arising from defined events — such as the provider's negligence.",{"term":266,"definition":267},"Limitation of Liability","A cap on the maximum amount one party can recover from the other, typically expressed as a multiple of fees paid in a trailing 12-month period.",{"term":269,"definition":270},"Confidential Information","Non-public business data — financial records, employee information, customer lists, or trade processes — that the provider must protect and not disclose.",{"term":272,"definition":273},"Data Processing Agreement (DPA)","A supplementary contract required when the provider processes personal data on the company's behalf, governing how that data is handled and protected.",{"term":275,"definition":276},"Term and Renewal","The initial duration of the agreement and whether it renews automatically at expiry unless either party provides written notice to terminate.",{"term":278,"definition":279},"Transition Assistance","An obligation on the outgoing provider to cooperate with handover activities — transferring records, briefing a successor, and maintaining services during a wind-down period.",{"term":281,"definition":282},"Work Product","Documents, reports, data, or systems created by the provider in performing the services, which the agreement typically assigns to the client company.",{"term":284,"definition":285},"Force Majeure","A clause excusing a party from performance obligations when extraordinary events outside their control — natural disasters, government shutdowns — make performance impossible.",[287,292,297,302,307,312,317,322,326,331],{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Parties and recitals","Identifies the client and the service provider as legal entities, states the date of the agreement, and briefly describes the purpose of the arrangement.","This Administrative Services Agreement ('Agreement') is entered into as of [DATE] between [CLIENT LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Client'), and [PROVIDER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Provider').","Using a trade name instead of the provider's registered legal entity name — if the provider is a sole proprietor operating under a DBA, the contract may be unenforceable against the individual without using their legal name.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Scope of services","Defines precisely which administrative functions the provider will perform, referencing a Schedule A that lists tasks, deliverables, and performance standards in detail.","Provider shall perform the administrative services described in Schedule A ('Services'). Any services not expressly listed in Schedule A require a written amendment signed by both parties.","Describing services in vague terms like 'general administrative support' — without a detailed schedule, disputes about what is in or out of scope are almost guaranteed when the relationship is stressed.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Fees, invoicing, and payment terms","States the fee structure (hourly, monthly retainer, or per-task), invoicing frequency, payment due date, and late-payment consequences.","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 remedy beyond demanding payment and risks disputes about what constitutes timely settlement.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Term, renewal, and termination","Sets the initial contract period, whether it auto-renews, the notice period required to terminate for convenience, and the conditions under which either party may terminate for cause immediately.","This Agreement commences on [START DATE] and continues for [12] months, renewing automatically for successive [12]-month periods unless either party provides [60] days' written notice of non-renewal. Either party may terminate for Cause upon [30] days' written notice if the other party materially breaches this Agreement and fails to cure within that period.","Setting the termination-for-convenience notice period shorter than the time needed to find a replacement provider — a 30-day exit clause for a complex payroll arrangement leaves the client dangerously exposed.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Confidentiality and data handling","Prohibits the provider from disclosing or misusing the client's confidential information, defines what counts as confidential, and specifies how data is stored, secured, and deleted on termination.","Provider shall hold all Confidential Information of Client in strict confidence, shall not disclose it to any third party without prior written consent, and shall use it solely to perform the Services. On termination, Provider shall return or destroy all Confidential Information within [15] business days.","Failing to specify a destruction or return obligation on termination — providers who retain client financial or HR records after the contract ends create ongoing data-breach and regulatory exposure.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Intellectual property and work product ownership","Assigns ownership of all deliverables, reports, and systems created by the provider under the agreement to the client, while carving out the provider's pre-existing tools and methodologies.","All Work Product created by Provider in performing the Services is the sole property of Client and is hereby assigned to Client. Nothing in this Agreement transfers ownership of Provider's pre-existing tools, templates, or proprietary methodologies ('Provider Background IP').","No IP assignment clause at all — without it, the provider may retain ownership of reports, process documentation, and custom tools built on the client's dime and refuse to hand them over on exit.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Representations and warranties","Each party confirms that it has the legal authority to enter the agreement, that the provider's staff are qualified to perform the services, and that the services will be delivered with reasonable skill and care.","Provider represents and warrants that: (a) it has full authority to enter this Agreement; (b) the personnel assigned to the Services are qualified and experienced; and (c) the Services will be performed in a professional manner consistent with industry standards.","Accepting a provider warranty limited to 'commercially reasonable efforts' without a skill-and-care standard — 'efforts' language lets a provider argue that any attempt, however poor, satisfies the warranty.",{"name":263,"plain_english":323,"sample_language":324,"common_mistake":325},"Requires each party to compensate the other for losses caused by their own breach, negligence, or wilful misconduct — and specifically requires the provider to indemnify the client for data breaches caused by the provider's failures.","Provider shall indemnify, defend, and hold harmless Client from any third-party claims, damages, and costs arising from Provider's negligence, wilful misconduct, or breach of this Agreement, including any data breach caused by Provider's failure to maintain required security standards.","Accepting mutual indemnification without carving out gross negligence and wilful misconduct — a provider who causes a regulatory breach should not benefit from an identical indemnity obligation to the one the client carries.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Limitation of liability","Caps each party's total financial exposure under the agreement, typically at the fees paid in the prior 12 months, and excludes consequential, indirect, and punitive damages.","Each party's total liability under this Agreement shall not exceed the total fees paid by Client to Provider in the [12] months preceding the claim. Neither party shall be liable for indirect, consequential, incidental, or punitive damages.","Applying the liability cap to the provider's indemnification obligations for data breaches — a data breach can trigger regulatory fines and class-action exposure far exceeding 12 months of admin fees, so data-breach indemnities should be carved out of the cap.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Governing law, dispute resolution, and entire agreement","Specifies the jurisdiction whose law governs, the mechanism for resolving disputes (arbitration, mediation, or court), and confirms that the written agreement supersedes all prior discussions.","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, to binding arbitration administered by [AAA/JAMS] in [CITY]. This Agreement constitutes the entire agreement and supersedes all prior representations.","Choosing a governing law with no connection to either party's jurisdiction — some states and countries will refuse to apply the chosen law, leaving the parties in a forum-selection dispute on top of their underlying dispute.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify the parties using their full legal entity names","Enter the client's and provider's registered legal names exactly as they appear in their corporate filings — not trade names or DBAs. Include entity type (LLC, Inc., Ltd.) and state or province of formation.","Cross-check the provider's entity name against the relevant corporate registry before signing — a misspelled or outdated name can make enforcement difficult.",{"step":343,"title":344,"description":345,"tip":346},2,"Build a detailed Schedule A defining every service","List each administrative function the provider will perform, the expected output or deliverable, turnaround times, and any quality standards. Move everything granular to the schedule so the main agreement body stays clean and amendment-friendly.","Use measurable language — 'process payroll for up to [X] employees by the 25th of each month' — not 'handle payroll as needed.'",{"step":348,"title":349,"description":350,"tip":351},3,"Set the fee structure and payment mechanics","Choose monthly retainer, hourly rate, or per-deliverable pricing and enter the specific amounts. Set the invoicing cycle, due date (Net 15 or Net 30), and the late-payment interest rate you will apply to overdue balances.","For variable-scope arrangements, include a not-to-exceed monthly cap or a change-order process to avoid invoice surprises.",{"step":353,"title":354,"description":355,"tip":356},4,"Define the term, auto-renewal window, and notice periods","Set the initial contract length (typically 12 months), confirm whether it auto-renews, and enter the notice period for non-renewal and termination for convenience. Ensure the convenience notice period is long enough to complete a provider transition.","For arrangements involving access to financial systems or regulated data, a minimum 60-day transition notice is advisable regardless of how smoothly you expect exit to go.",{"step":358,"title":359,"description":360,"tip":361},5,"Complete the confidentiality and data-handling provisions","Define what qualifies as Confidential Information, specify the security standards the provider must meet (ISO 27001, SOC 2, or equivalent), and include a data-return or destruction timeline triggered on termination.","If the provider will process personal data of employees or customers, attach a Data Processing Agreement as a separate exhibit — required under GDPR and increasingly expected under US state privacy laws.",{"step":363,"title":364,"description":365,"tip":366},6,"Tailor the indemnification and liability cap","Set the mutual indemnification obligations and the liability cap amount (typically 12 months of fees). Decide whether data-breach indemnities should be carved out of the cap given the potential regulatory exposure.","For providers handling payroll or HR data, consider a separate, higher sub-cap for data-breach events — regulatory fines alone can exceed a full year of service fees.",{"step":368,"title":369,"description":370,"tip":371},7,"Add transition assistance obligations","Include a clause requiring the provider to cooperate with handover for a defined period — typically 30 to 90 days — after notice of termination, including transferring records, briefing a successor, and maintaining service levels during wind-down.","Specify that transition assistance fees are payable at the existing rate — providers who negotiate exit cooperation as a separate engagement gain leverage you will regret giving them.",{"step":373,"title":374,"description":375,"tip":376},8,"Execute before services begin","Both parties must sign before the provider commences work. Allowing a provider to start without a signed agreement means any IP created and any confidential data accessed are unprotected from the outset.","Use Business in a Box eSign to timestamp execution and store the fully executed copy securely — date-stamped execution is important evidence if a breach or dispute arises later.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Vague scope with no written schedule","When the scope is defined only as 'administrative support,' disagreements about what is included are inevitable — and the provider typically wins the ambiguity battle because courts construe vague contracts against the drafter.","Attach a Schedule A that lists every function, deliverable, and turnaround standard. Update it by written amendment whenever the scope changes.",{"mistake":383,"why_it_matters":384,"fix":385},"No transition assistance clause","A provider with no contractual obligation to assist with handover can walk away on the last day of the notice period, leaving the client without records, system access credentials, or any continuity plan.","Include a transition assistance clause requiring the provider to cooperate for 30–90 days post-termination at the existing fee rate, covering record transfer, system access, and successor briefings.",{"mistake":387,"why_it_matters":388,"fix":389},"Allowing the provider to start work without a signed agreement","Any confidential data shared and any work product created before execution are legally unprotected — the client has no contractual basis to claim ownership of reports or enforce confidentiality obligations.","Execute the agreement and any required DPA before the provider touches a single system, file, or data set. Use a digital signing tool to eliminate turnaround delays.",{"mistake":391,"why_it_matters":392,"fix":393},"Applying the liability cap to data-breach indemnities","A data breach involving payroll or HR records can trigger regulatory fines, class-action exposure, and remediation costs that far exceed 12 months of administrative fees — leaving the client with unrecoverable losses.","Carve data-breach indemnities out of the standard liability cap and set a separate, higher sub-limit that reflects the actual regulatory and remediation exposure for the specific data categories involved.",{"mistake":395,"why_it_matters":396,"fix":397},"No auto-renewal notice calendar reminder","A 60-day non-renewal notice window that passes unnoticed locks the client into another 12-month term with a provider they wanted to exit — a common and frustrating outcome.","Calendar the non-renewal notice deadline immediately upon signing — typically the contract end date minus the required notice period — and assign ownership of that deadline to a named person.",{"mistake":399,"why_it_matters":400,"fix":401},"Omitting a data processing agreement when personal data is involved","Under GDPR, processing personal data without a compliant DPA exposes both the client and the provider to fines of up to 4% of global annual turnover. Several US states impose similar requirements.","Attach a DPA as Exhibit B whenever the provider will access, process, or store personal data of employees, customers, or any other individuals — even incidentally.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is an administrative services agreement?","An administrative services agreement is a binding contract between a company (the client) and a third-party provider engaged to deliver defined back-office or operational support functions — such as payroll processing, bookkeeping, HR administration, facilities management, or data entry. It defines the scope of services, fees, confidentiality obligations, IP ownership, and termination rights, creating enforceable obligations on both sides for the duration of the engagement.\n",{"question":407,"answer":408},"When do I need an administrative services agreement?","You need one any time you outsource a recurring administrative function to a third party — particularly when that provider will access confidential financial or HR data, act on your behalf with regulators or vendors, or produce deliverables you need to own. A verbal or informal email arrangement offers no protection over IP, data confidentiality, or service levels, and creates ambiguity about termination rights.\n",{"question":410,"answer":411},"What is the difference between an administrative services agreement and an independent contractor agreement?","An independent contractor agreement typically governs a single individual performing project-based or task-specific work. An administrative services agreement governs an ongoing services relationship with an entity — a firm or company — that delivers a defined suite of operational functions over a multi-month term. The administrative services agreement is more detailed on scope, SLAs, data handling, IP assignment, and transition obligations because the relationship is more embedded and longer in duration.\n",{"question":413,"answer":414},"Does an administrative services agreement need to be reviewed by a lawyer?","For straightforward arrangements with a small bookkeeping or admin support firm, a well-structured template typically covers the key protections. Legal review is advisable when the provider will access regulated data (payroll, health, or financial records), when the arrangement involves a material fee commitment, or when the provider is an affiliated entity in a corporate group where transfer-pricing and regulatory rules apply. A 1–2 hour review typically costs $300–$600 and is worthwhile for any engagement with significant data or IP exposure.\n",{"question":416,"answer":417},"Who owns the work product created under an administrative services agreement?","Ownership depends on what the contract says. Without an explicit IP assignment clause, the provider may retain ownership of reports, process documentation, and custom tools created during the engagement under the work-for-hire doctrine — which does not automatically apply to services performed by a company rather than an individual employee. The agreement should expressly assign all work product to the client while carving out the provider's pre-existing tools and methodologies.\n",{"question":419,"answer":420},"What happens to confidential data when the agreement ends?","The contract should include a specific obligation requiring the provider to return or destroy all confidential data within a defined period after termination — typically 15 to 30 business days. Without this clause, providers may retain client financial records, employee data, or system credentials indefinitely, creating ongoing data-breach and regulatory exposure. If personal data is involved, the GDPR and several US state privacy laws require a documented data-return or deletion process.\n",{"question":422,"answer":423},"What notice period should I require for termination?","The appropriate notice period depends on how deeply the provider is embedded in your operations. For light-touch admin support, 30 days is typical. For payroll processing, HR administration, or arrangements where the provider manages system access and critical records, 60 to 90 days is more appropriate — enough time to select and onboard a replacement before the outgoing provider's obligations end. Always pair the notice period with a transition assistance clause.\n",{"question":425,"answer":426},"Is an administrative services agreement the same as a management services agreement?","They are closely related but typically used in different contexts. A management services agreement usually governs the provision of strategic, financial, or executive management functions — often between affiliated entities in a corporate group. An administrative services agreement covers operational and back-office support functions delivered by an external vendor. Both follow a similar legal structure, but management services agreements often include transfer-pricing considerations, intercompany fee policies, and regulatory disclosures not found in standard admin services contracts.\n",{"question":428,"answer":429},"Do I need a separate data processing agreement?","Yes, if the provider will process personal data — employee payroll records, customer contact information, or any other individually identifiable data. Under GDPR, a compliant DPA is legally required and must be in place before any personal data is shared. Several US states, including California under the CPRA, impose similar DPA requirements. The DPA should be attached as an exhibit to the administrative services agreement and executed simultaneously.\n",[431,435,439,443,447,451],{"industry":432,"icon_asset_id":433,"specifics":434},"Financial Services","industry-fintech","Regulatory record-keeping requirements, data retention schedules under SEC or FINRA rules, and enhanced confidentiality for client financial data all require tailored scope and data-handling provisions.",{"industry":436,"icon_asset_id":437,"specifics":438},"Healthcare","industry-healthtech","Any administrative provider touching patient scheduling, billing records, or insurance claims must comply with HIPAA — a Business Associate Agreement must be attached alongside the services agreement.",{"industry":440,"icon_asset_id":441,"specifics":442},"Professional Services","industry-professional-services","Law firms, accounting practices, and consultancies outsourcing conflict-check administration, billing support, or document management need strong confidentiality clauses covering privileged and client-confidential materials.",{"industry":444,"icon_asset_id":445,"specifics":446},"Technology / SaaS","industry-saas","SaaS companies outsourcing HR administration or finance operations need SOC 2 compliance requirements embedded in the SLA and system-access termination procedures tied to the offboarding timeline.",{"industry":448,"icon_asset_id":449,"specifics":450},"Manufacturing","industry-manufacturing","Procurement administration, supplier payment processing, and inventory record management require defined turnaround SLAs and clear ownership of supplier contracts and pricing data.",{"industry":452,"icon_asset_id":453,"specifics":454},"Retail / E-commerce","industry-retail","High transaction volumes in accounts-payable and accounts-receivable administration require error-rate SLAs, reconciliation reporting cadences, and explicit ownership of customer payment data.",[456,458,461,464],{"vs":85,"vs_template_id":240,"summary":457},"An independent contractor agreement governs a single individual performing defined project-based tasks, typically on a short-term or non-recurring basis. An administrative services agreement governs an ongoing services relationship with a business entity delivering a suite of operational functions. The admin services agreement is broader in scope, more detailed on data handling and IP assignment, and typically includes SLAs and transition obligations not found in standard contractor agreements. Use the contractor agreement for individual engagements; use the admin services agreement for embedded, multi-function outsourcing relationships.",{"vs":99,"vs_template_id":459,"summary":460},"service-agreement-D12711","A general service agreement covers a wide range of one-off or project-based service engagements without the operational depth needed for recurring back-office functions. An administrative services agreement adds SLAs, transition assistance, data-return obligations, and IP assignment provisions that a general service agreement typically omits. Use a general service agreement for discrete professional engagements; use the administrative services agreement when the provider is performing ongoing operational functions that are embedded in your business.",{"vs":68,"vs_template_id":462,"summary":463},"D{MANAGEMENT_SERVICES_AGREEMENT_ID}","A management services agreement typically governs strategic, financial, or executive management functions — commonly between affiliated entities in a corporate group — and often includes transfer-pricing, intercompany fee disclosures, and board-level oversight provisions. An administrative services agreement covers operational and back-office support from an external vendor and focuses on service delivery, data protection, and exit mechanics. The two documents follow a similar legal structure but serve distinct commercial purposes.",{"vs":465,"vs_template_id":466,"summary":467},"Employment Contract","employment-agreement_at-will-employee-D541","An employment contract governs a direct employment relationship with all associated entitlements — benefits, statutory notice, IP assignment, and employment law protections. An administrative services agreement governs a business-to-business outsourcing arrangement with no employment entitlements. Engaging an admin services provider instead of an employee carries misclassification risk if the provider operates like an employee — one test is the degree of control exercised over how the work is performed. When in doubt, legal advice on classification is worthwhile.",{"use_template":469,"template_plus_review":473,"custom_drafted":477},{"best_for":470,"cost":471,"time":472},"Small businesses and startups outsourcing standard admin functions to a reputable third-party firm with limited data exposure","Free","30–45 minutes",{"best_for":474,"cost":475,"time":476},"Arrangements involving payroll, HR data, financial records, or providers with access to regulated personal data","$300–$600","2–4 days",{"best_for":478,"cost":479,"time":480},"Complex multi-function BPO engagements, intercompany management services in regulated industries, or arrangements with material liability exposure","$1,500–$4,000+","1–3 weeks",[482,487,492,497],{"code":483,"flag_asset_id":484,"name":485,"note":486},"us","flag-us","United States","No single federal statute governs administrative services agreements, but several regulatory regimes intersect — HIPAA for health data, GLBA for financial data, and FTC Safeguards Rules for consumer financial information. Several states (California, Virginia, Colorado) impose DPA requirements when personal data is processed. Non-compete restrictions on provider key personnel vary significantly by state; California prohibits most post-engagement restrictions entirely.",{"code":488,"flag_asset_id":489,"name":490,"note":491},"ca","flag-ca","Canada","PIPEDA (and Quebec's Law 25, which imposes GDPR-comparable obligations) require a written data-processing agreement when a service provider handles personal information on behalf of the client. Provincial employment standards do not apply to arms-length service providers, but worker misclassification rules are actively enforced by CRA — ensure the provider genuinely operates as an independent business. Quebec contracts should include a French-language version or translation clause for provincially regulated entities.",{"code":493,"flag_asset_id":494,"name":495,"note":496},"uk","flag-uk","United Kingdom","UK GDPR and the Data Protection Act 2018 require a compliant controller-processor agreement whenever a provider processes personal data — this must be attached as a mandatory exhibit. IR35 off-payroll working rules apply if the provider's personnel operate like employees of the client; a status determination statement may be required. Post-Brexit, cross-border data transfers from the UK to non-adequate countries require additional safeguards such as International Data Transfer Agreements.",{"code":498,"flag_asset_id":499,"name":500,"note":501},"eu","flag-eu","European Union","GDPR Article 28 mandates a written Data Processing Agreement before any personal data is shared with the provider — fines for non-compliance can reach 4% of global annual turnover or EUR 20 million, whichever is higher. Several member states (Germany, France, the Netherlands) impose additional sector-specific requirements for financial and HR data. Post-employment non-compete restrictions on provider personnel typically require financial compensation to be enforceable, and standard contractual clauses are required for data transfers to non-EEA countries.",[240,459,466,503,504,505,506,507,508,509,510,511],"non-disclosure-agreement-nda-D12692","purchase-order-D1411","consulting-agreement---long-D12543","master-service-agreement-D12657","outsourcing-agreement-manufacturing-D898","data-processing-agreement-D13954","letter-of-intent_acquisition-of-business-D5197","general-non-compete-agreement-D882","vendor-agreement-D13292",{"emit_how_to":191,"emit_defined_term":191},{"primary_folder":108,"secondary_folder":514,"document_type":515,"industry":516,"business_stage":517,"tags":518,"confidence":523},"services-and-consulting","agreement","general","all-stages",[515,519,520,521,522],"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 binding contract between a company and an external service provider engaged to perform defined back-office or operational support functions on an ongoing basis — covering activities such as payroll processing, bookkeeping, HR administration, data entry, facilities management, or regulatory compliance filings. Unlike a general service agreement or a one-off project contract, an administrative services agreement is built around a recurring, embedded relationship where the provider routinely accesses confidential data, acts on the company's behalf, and produces work product the company depends on operationally. It defines the exact scope of services in a written schedule, sets the fee structure and payment terms, governs confidentiality and data-handling obligations, assigns ownership of all deliverables to the client, and establishes clear exit mechanics — including transition assistance — to protect continuity when the arrangement ends.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating without a signed administrative services agreement exposes you on every front that matters. A provider handling payroll or HR records without a confidentiality clause has no contractual obligation to protect your employee data — and no obligation to return or destroy it when the engagement ends. Without an explicit IP assignment, reports, process documentation, and custom tools the provider builds on your time may legally belong to them. Without a defined scope, the provider decides what is included, and disputes become credibility contests rather than contract interpretation. Without a transition assistance clause, a departing provider can walk away on the last day of their notice period with no obligation to hand over records, credentials, or institutional knowledge. This template gives you enforceable protections across all four fronts, structured for the specific demands of an ongoing back-office outsourcing relationship — ready to execute in under an hour.\u003C/p>\n",1781186036583]