[{"data":1,"prerenderedAt":528},["ShallowReactive",2],{"document-client-service-agreement-D13255":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":527},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"CLIENT SERVICE AGREEMENT This Client Service Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF THE CLIENT], (the \"Client\"), 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: [NAME OF THE SERVICE PROVIDER], (the \"Service Provider\"), 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] Collectively, the Client and Service Provider shall be referred to as the \"Parties.\" WHEREAS, the Client desires to engage the Service Provider for the performance of [SPECIFY SERVICES]; WHEREAS, the Service Provider has expertise in one or more fields of business that the Client offers and wishes to provide its Services to the Client; WHEREAS, both the Parties wish to evidence their contract in writing and both the Parties have the capacity to enter into and perform this contract; NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: INCORPORATION OF RECITALS The Parties agree that the Recitals are true and correct and are incorporated into this Agreement as though set forth in full. RELATIONSHIP The Service Provider acknowledges that they are solely an Independent Contractor and not an employee, agent, partner or joint venture of the Client. The Client will provide the Service Provider with the details of the Services it wants the Service Provider to undertake and perform henceforth. The Client shall not withhold any taxes or any amount or payment due to the Service Provider and which it owes to the Service Provider in regard to the Services rendered by it to the Client. TERM The present Agreement shall come into force on the Effective Date hereof and shall remain in force for a period of [NUMBER OF MONTHS] months starting from the Effective Date hereof and shall terminate at the expiration of the Term hereof. SERVICES The Service Provider shall provide such Services as mentioned in \"EXHIBIT A\" attached to the present Agreement. PAYMENT As consideration for, and subject to the Service Provider's continued performance of all of the Service Provider Services, the Service Provider will receive a lump sum cash fee of [SPECIFY AMOUNT] for each full calendar month during which the Service Provider provides Service Provider Services to the Client. The said payment shall be paid via [MODE OF PAYMENT]. DUTIES OF THE SERVICE PROVIDER The Service Provider shall provide the Services diligently and as per industry standards; The Service Provider shall not provide misleading information about the Client or its products/services to any third party; The Service Provider shall follow the terms of the Agreement in good faith. CONFIDENTIALITY Definition: \"Confidential Information\" means any proprietary information, technical data, trade secrets or know-how of the Client, including, but not limited to, research, business plans or models, product plans, products, services, computer software and code, developments, inventions, processes, formulas, technology, designs, drawings, engineering, customer lists and customers (including, but not limited to, customers of the Client on whom Service Provider called or with whom Service Provider became acquainted during the Term of his performance of the Services), markets, finances or other business information disclosed by the Client either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information does not include information which: (a) is known to the Service Provider at the time of disclosure to the Service Provider by the Client as evidenced by written records of the Service Provider, (b) has become publicly known and made generally available through no wrongful act of the Service Provider, or (c) has been rightfully received by the Service Provider from a third party who is authorized to make such disclosure. Non-Use and Non-Disclosure. The Service Provider shall not, during or subsequent to the Term of this Agreement: (i) use the Client's Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Client, or (ii) disclose the Client's Confidential Information to any third party. It is understood that said Confidential Information is and will remain the sole property of the Client. The Service Provider shall take all commercially reasonable precautions to prevent any unauthorized use or disclosure of such Confidential Information. The Service Provider, his/her servants, agents, and employees shall not use, disseminate or distribute to any Person, firm or entity, incorporate, reproduce, modify, reverse engineer, decompile or network any Confidential Information, or any portion thereof, for any purpose, commercial, personal, or otherwise, except as expressly authorized in writing by the Manager then appointed by the Client. Upon completion of the Services, or termination of this Agreement, or at any time thereafter, the Service Provider and his/her servants, agents, and employees shall promptly return to the Client, or upon the request of the Client shall destroy or delete, all such tangible and intangible Confidential Information, including, but not limited to, any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by the Service Provider pursuant to his/her performance of the Services or otherwise belonging to the Client. If requested by the Client, upon the termination or expiration of this Agreement with the Client, the Service Provider agrees to and shall execute and deliver a termination certification attesting to the performance of the terms and conditions of this Section 7.2, which may be provided by the Client in its sole discretion and timing. NON-COMPETITION AND NON-SOLICITATION The Service Provider shall not, directly or indirectly, engage in soliciting of the existing or potential customers of the Client. It shall also not market its own services to the existing or potential customers of the Client. The Service Provider hereby further covenants and agrees that during the Term of this Agreement, and for a period of [NUMBER OF YEARS] years following the termination of this Agreement, the Service Provider shall not, for whatever reason, either individually or in partnership or jointly or in conjunction with any Person as a Service Provider, agent, employee, shareholder, owner, investor, partner or in any other manner whatsoever, directly or indirectly, carry on or be engaged in or be concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of or permit its name or any part thereof to be used or employed by any Person engaged in or concerned with or interested in a business similar to that of the Client, nor shall it hold in stock or solicit or be directly engaged or interested in soliciting orders for any services similar to or competitive with the Services being rendered within the Territory to the existing or potential customers of the Client. The Service Provider acknowledges that the restrictions contained in Section 8.1 are reasonable and valid and necessary for the protection of the business and operations of the Client and that any breach of the provisions will cause the Client substantial and irreparable harm which may not be adequately compensated for by monetary award of damages to the Client",null,"Client Service Agreement","9",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/client-service-agreement-D13255.png","https://templates.business-in-a-box.com/imgs/250px/13255.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13255.xml",{"title":15,"description":6},"client service agreement",[17,20],{"label":18,"url":19},"Human Resources","/templates/human-resources/",{"label":21,"url":22},"Company Policies","/templates/company-policies/","Client Service Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13255.png",[26,17,20],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Services & Consulting","/templates/services-and-consulting/",[38,42,46,50,54,58,62,66,70,74,78,82,86,101,118,131,146,161],{"label":39,"url":40,"thumb":41,"extension":10},"Client and Developer Agreement","/template/client-and-developer-agreement-D783","https://templates.business-in-a-box.com/imgs/250px/783.png",{"label":43,"url":44,"thumb":45,"extension":10},"Legal Service Agreement","/template/legal-service-agreement-D14001","https://templates.business-in-a-box.com/imgs/250px/14001.png",{"label":47,"url":48,"thumb":49,"extension":10},"Customer Service Agreement","/template/customer-service-agreement-D13827","https://templates.business-in-a-box.com/imgs/250px/13827.png",{"label":51,"url":52,"thumb":53,"extension":10},"IT Service Agreement","/template/it-service-agreement-D13422","https://templates.business-in-a-box.com/imgs/250px/13422.png",{"label":55,"url":56,"thumb":57,"extension":10},"Master Service Agreement","/template/master-service-agreement-D12657","https://templates.business-in-a-box.com/imgs/250px/12657.png",{"label":59,"url":60,"thumb":61,"extension":10},"Residential Service Agreement","/template/residential-service-agreement-D14047","https://templates.business-in-a-box.com/imgs/250px/14047.png",{"label":63,"url":64,"thumb":65,"extension":10},"Terms of Service Agreement","/template/terms-of-service-agreement-D920","https://templates.business-in-a-box.com/imgs/250px/920.png",{"label":67,"url":68,"thumb":69,"extension":10},"Service Agreement","/template/service-agreement-D12711","https://templates.business-in-a-box.com/imgs/250px/12711.png",{"label":71,"url":72,"thumb":73,"extension":10},"Janitorial Service Agreement","/template/janitorial-service-agreement-D13994","https://templates.business-in-a-box.com/imgs/250px/13994.png",{"label":75,"url":76,"thumb":77,"extension":10},"Personal Service Agreement","/template/personal-service-agreement-D14028","https://templates.business-in-a-box.com/imgs/250px/14028.png",{"label":79,"url":80,"thumb":81,"extension":10},"Service Management Agreement","/template/service-management-agreement-D14054","https://templates.business-in-a-box.com/imgs/250px/14054.png",{"label":83,"url":84,"thumb":85,"extension":10},"Vehicle Service Agreement","/template/vehicle-service-agreement-D14077","https://templates.business-in-a-box.com/imgs/250px/14077.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":95,"keywords":99,"url":100},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[96],{"label":97,"url":98},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":9,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":116,"url":117},"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":109,"description":6},"consulting agreement long",[111,113],{"label":32,"url":112},"business-legal-agreements",{"label":114,"url":115},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":9,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":130},"RETAINER AGREEMENT This Retainer Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [COMPANY NAME] (the \"Consultant\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Client\"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Consultant has a background in [SPECIFY] and is willing to provide services to Client based on this background. Client remains responsible for all of their decisions. WHEREAS, Client desires to have services provided by Consultant. THEREFORE, in consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: DESCRIPTION OF SERVICES Beginning on [DATE], Consultant will provide the following services (collectively, the \"Services\"): Assist Client as they seek to accomplish any of the following: [DESCRIBE THE SERVICES PROVIDED] Additional services such as: [SPECIFY] are also available. services to be performed The manner in which the Services are to be performed and the specific hours to be worked by Consultant shall be determined by Consultant. Client will rely on Consultant to work as many hours as may be reasonably necessary to fulfill Consultant's obligations under this Agreement. RELATIONSHIP OF PARTIES It is understood by the parties that Consultant is an independent contractor with respect to Client, and not an employee of Client. Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Consultant. retainer The Client shall pay to the Consultant a non-refundable retainer fee of $[SPECIFY] where after the Consultant shall reserve its services to the Client for a period of [NUMBER] days (\"Retainer Period\") from date of execution of this agreement and payment of the retainer fee, whichever occurs last. This agreement shall automatically terminate upon completion of the Retainer Period. The Client may terminate this contract at any time during the Retainer Period, with or without cause. In the event of such termination, the Client shall immediately pay the Consultant all sums of money with respect to fees and expenses of the Consultant, up to the date of termination. This agreement only reserves the Consultant's availability for employment by the Client and shall in no way prevent the Consultant from performing work for other clients during the Retainer Period. The Consultant shall not act as an agent for, consultant to, or as an officer, employee, or other representative of any party that has an adverse interest in the matter for which Client has retained the Consultant. The Consultant hereby warrants that there is no conflict of interest between the Consultant's other employment, if any, or other contracts, if any, and the activities to be performed hereunder. The Consultant shall promptly advise Client if a conflict of interest arises in the future. expenses The Consultant is: Responsible for all expenses. The Consultant shall be responsible for all expenses related to providing the Services under this Agreement. This includes, but is not limited to, supplies, equipment, operating costs, business costs, employment costs, taxes, Social Security contributions and/or payments, disability insurance, unemployment taxes, and any other cost that may or may not be in connection with the Services provided by the Consultant including out-of-pocket expenses. OR Reimbursed for only the following expenses: [SPECIFY]. Client agrees to pay the Consultant within [SPECIFY]. days of receiving notice of any expense directly associated with the Services. Upon request by the Client, the Consultant may have to show receipt(s) or proof(s) of purchase for said expense. OR Not required to pay or be responsible for any expense in connection with the Services provided. client's Obligations The customer commits: ","Retainer Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/retainer-agreement-D12703.png","https://templates.business-in-a-box.com/imgs/250px/12703.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12703.xml",{"title":126,"description":6},"retainer agreement",[128,129],{"label":32,"url":112},{"label":32,"url":112},"/template/retainer-agreement-D12703",{"description":132,"descriptionCustom":6,"label":133,"pages":104,"size":134,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":139,"keywords":144,"url":145},"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},[140,143],{"label":141,"url":142},"Software & Technology","software-technology-business",{"label":141,"url":142},"service level agreement","/template/service-level-agreement-D778",{"description":147,"descriptionCustom":6,"label":148,"pages":149,"size":9,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":154,"url":160},"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":154,"description":6},"non disclosure agreement nda",[156,157],{"label":32,"url":112},{"label":158,"url":159},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":162,"descriptionCustom":6,"label":163,"pages":149,"size":9,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":169,"keywords":176,"url":177},"STATEMENT OF WORK COMPANY NAME CLIENT NAME PROJECT NAME PROJECT MANAGER START DATE END DATE SCOPE OF WORK Describe this project in as much detail as possible. PROJECT OBJECTIVES Objective #1 Objective #2 Objective #3 Objective #4 TEAM ","Statement Of Work","https://templates.business-in-a-box.com/imgs/1000px/statement-of-work-D12981.png","https://templates.business-in-a-box.com/imgs/250px/12981.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12981.xml",{"title":168,"description":6},"statement of work",[170,173],{"label":171,"url":172},"Sales & Marketing","sales-marketing",{"label":174,"url":175},"Marketing Plan","marketing-plan","statement work","/template/statement-of-work-D12981",false,{"seo":180,"reviewer":191,"legal_disclaimer":195,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":253,"clauses":290,"how_to_fill":341,"common_mistakes":382,"faqs":407,"industries":435,"comparisons":459,"diy_vs_lawyer":472,"jurisdictions":485,"related_template_ids_curated":506,"schema":515,"classification":516},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184},"Client Service Agreement Template | Free Word Download","Free client service agreement template for service-based businesses. Covers scope, payment, IP, confidentiality, and termination.","client service agreement template",[15,185,186,187,188,189,190],"service agreement template word","service agreement template free","client services contract template","service contract template download","business service agreement template","service agreement template pdf",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":197,"legal_review_recommended":195,"signature_required":195,"notarization_required":178},"medium",{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"A Client Service Agreement is a legally binding contract between a service provider and a client that defines the scope of work, payment terms, intellectual property ownership, confidentiality obligations, and termination conditions. This free Word download gives you a professionally structured starting point you can edit online and export as PDF — ready for signature before any engagement begins.\n","Use it before starting any paid service engagement where deliverables, timelines, fees, or ongoing responsibilities need to be clearly documented and mutually agreed upon in writing. It is especially critical when the scope could expand, when IP is created, or when the relationship involves sensitive business information.\n","Scope of services and deliverables, fees and payment schedule, IP assignment or licensing terms, confidentiality obligations, limitation of liability, termination rights, and governing law — all in a single structured document that protects both parties from the first day of work.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Freelancers and independent consultants","Formalizing project scope and payment terms before client work begins","persona-freelancer",{"title":208,"use_case":209,"icon_asset_id":210},"Marketing and creative agencies","Documenting campaign deliverables, revision rounds, and IP ownership","persona-agency",{"title":212,"use_case":213,"icon_asset_id":214},"IT and software service providers","Defining development milestones, acceptance criteria, and support terms","persona-it-consultant",{"title":216,"use_case":217,"icon_asset_id":218},"Professional services firms","Standardizing engagement terms across accounting, legal, or advisory clients","persona-professional-services",{"title":220,"use_case":221,"icon_asset_id":222},"Coaches and trainers","Setting expectations for session delivery, cancellation, and refund policies","persona-coach",{"title":224,"use_case":225,"icon_asset_id":226},"Small business owners offering recurring services","Locking in retainer terms and renewal conditions with ongoing clients","persona-small-business-owner",[228,231,234,238,241,245,249],{"situation":229,"recommended_template":88,"slug":230},"Engaging an independent contractor rather than a client relationship","independent-contractor-agreement-D160",{"situation":232,"recommended_template":120,"slug":233},"Providing ongoing monthly retainer services with no defined end date","retainer-agreement-D12703",{"situation":235,"recommended_template":236,"slug":237},"Delivering a single defined project with fixed price and deadline","Project Agreement","project-management-agreement-D1195",{"situation":239,"recommended_template":51,"slug":240},"Providing IT support, maintenance, or managed services","it-service-agreement-D13422",{"situation":242,"recommended_template":243,"slug":244},"Offering professional consulting advice without deliverables","Consulting Agreement","consulting-agreement---long-D12543",{"situation":246,"recommended_template":247,"slug":248},"Hiring a vendor or supplier to provide services to your business","Service Level Agreement (SLA)","service-level-agreement-D778",{"situation":250,"recommended_template":251,"slug":252},"Providing services alongside a sale of physical goods or products","Sales and Service Agreement","acquisition-and-cross-servicing-agreement-D13897",[254,257,260,263,266,269,272,275,278,281,284,287],{"term":255,"definition":256},"Scope of Services","A detailed description of exactly what the service provider will deliver, including any tasks, deliverables, timelines, and exclusions.",{"term":258,"definition":259},"Deliverable","A specific, tangible output the service provider is contractually obligated to produce and hand over to the client.",{"term":261,"definition":262},"Retainer","A recurring fee paid by the client — typically monthly — to secure ongoing access to the provider's services or availability.",{"term":264,"definition":265},"Change Order","A written amendment to the original agreement that documents any agreed-upon additions or modifications to the scope, timeline, or fees.",{"term":267,"definition":268},"Intellectual Property Assignment","A clause that transfers ownership of work product created under the agreement from the service provider to the client upon full payment.",{"term":270,"definition":271},"Work-for-Hire","A US copyright doctrine under which certain works created by a contractor for a client are owned by the client from the moment of creation, without a separate assignment.",{"term":273,"definition":274},"Limitation of Liability","A clause that caps the maximum financial exposure of one or both parties — typically limited to the total fees paid under the agreement.",{"term":276,"definition":277},"Force Majeure","A clause that excuses a party's performance when unforeseeable events outside their control — such as natural disasters or government shutdowns — make performance impossible.",{"term":279,"definition":280},"Indemnification","An obligation by one party to compensate the other for specific losses, damages, or legal costs arising from defined events or breaches.",{"term":282,"definition":283},"Acceptance Criteria","The specific standards or conditions a deliverable must meet before the client is contractually obligated to accept it and release payment.",{"term":285,"definition":286},"Termination for Convenience","A right allowing either party to end the agreement without cause by giving a defined notice period, typically without owing additional fees beyond work completed.",{"term":288,"definition":289},"Governing Law","The jurisdiction whose laws will be used to interpret the contract and resolve any disputes that arise between the parties.",[291,296,301,306,311,316,321,326,331,336],{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Parties and recitals","Identifies the service provider and client as legal entities, states their roles, and records the effective date of the agreement.","This Client Service Agreement ('Agreement') is entered into as of [DATE] between [PROVIDER LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Provider'), and [CLIENT LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Client').","Using a trade name or DBA instead of the registered legal entity name — if a dispute arises, enforcing the contract against the right entity becomes unnecessarily complicated.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Scope of services","Describes precisely what the provider will do, what they will deliver, and — equally important — what is explicitly excluded from the engagement.","Provider shall perform the following services: [DETAILED DESCRIPTION]. Deliverables include [LIST]. The following are expressly excluded from this Agreement: [EXCLUSIONS].","Describing services in vague terms like 'marketing support' or 'IT consulting' — ambiguous scope is the single most common trigger for scope creep disputes and unpaid work.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Fees, invoicing, and payment terms","States the total fees or rate structure, the invoicing schedule, the payment due date, and any late-payment penalties or suspension rights.","Client shall pay Provider [AMOUNT / RATE] per [PROJECT / MONTH / HOUR]. Invoices are due within [30] days of issue. Overdue balances accrue interest at [1.5]% per month. Provider may suspend services after [15] days of non-payment.","Omitting a late-fee clause or a right to suspend services — without these, a provider has no contractual leverage to enforce timely payment short of litigation.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Change orders","Establishes that any change to scope, timeline, or fees must be documented in a signed written change order before additional work begins.","Any modification to the scope of services, timeline, or fees must be set out in a written Change Order signed by both parties. Provider is not obligated to perform out-of-scope work until a Change Order is fully executed.","Performing out-of-scope work based on a verbal request or email approval — without a signed change order, providers frequently cannot collect for the additional work performed.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Intellectual property ownership","Allocates ownership of work product created under the agreement — either assigning it fully to the client upon payment, or granting the client a license while the provider retains underlying IP.","Upon receipt of full payment, Provider assigns to Client all right, title, and interest in the deliverables. Provider retains ownership of all pre-existing tools, frameworks, and background IP, and grants Client a non-exclusive license to use them solely as incorporated in the deliverables.","Leaving IP ownership unaddressed entirely — in most jurisdictions, the creator (the provider) owns the work by default until an explicit assignment is made in writing.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Confidentiality","Prohibits both parties from disclosing or using the other's confidential business information — including client data, pricing, strategy, and trade secrets — during and after the engagement.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. This obligation survives termination of this Agreement for a period of [3] years.","Using a mutual confidentiality clause when only the client's information is actually sensitive — asymmetric obligations should be reflected accurately to avoid over-restricting the provider.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Limitation of liability","Caps each party's maximum financial exposure under the agreement — typically at the total fees paid in the 12 months preceding the claim — and excludes indirect or consequential damages.","In no event shall either party's total liability exceed the total fees paid by Client to Provider in the [12] months immediately preceding the claim. Neither party shall be liable for indirect, incidental, consequential, or punitive damages.","Omitting a limitation of liability clause entirely — without it, a provider can be held responsible for a client's lost profits or downstream losses that vastly exceed the contract value.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Term and termination","States the duration of the agreement, the notice period required to terminate without cause, and the conditions under which either party may terminate immediately for material breach.","This Agreement commences on [START DATE] and continues until [END DATE / completion of services] unless terminated earlier. Either party may terminate for convenience with [30] days' written notice. Either party may terminate immediately upon written notice if the other commits a material breach that remains uncured for [15] days after written notice.","No cure period for material breach — courts often decline to enforce immediate termination rights where the breaching party was never given a reasonable opportunity to remedy the issue.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Representations and warranties","Each party confirms that they have authority to enter the agreement, that the provider's work will meet agreed standards, and that the deliverables will not infringe any third-party IP.","Provider represents that: (a) it has full authority to enter into this Agreement; (b) the services will be performed in a professional and workmanlike manner; and (c) the deliverables will not, to Provider's knowledge, infringe any third-party intellectual property rights.","Omitting a non-infringement warranty — if the provider unknowingly incorporates third-party IP into a deliverable, the client faces exposure without any contractual recourse against the provider.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Governing law, dispute resolution, and entire agreement","Specifies which jurisdiction's law governs the contract, how disputes are resolved (arbitration, mediation, or court), and confirms the written agreement supersedes all prior discussions.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute shall be resolved by binding arbitration in [CITY] under [AAA / JAMS] rules, except that either party may seek injunctive relief in court. This Agreement constitutes the entire agreement between the parties and supersedes all prior representations and understandings.","Selecting a governing jurisdiction with no connection to where either party operates — some courts will disregard a chosen governing law if the selection was purely tactical and the jurisdiction has no meaningful link to the agreement.",[342,347,352,357,362,367,372,377],{"step":343,"title":344,"description":345,"tip":346},1,"Enter legal entity names and the effective date","Use the full registered legal names of both the service provider and the client — not trade names or individual names unless the provider is a sole proprietor. Set the effective date to the date both parties will sign.","Confirm the client's legal entity name against their invoicing or purchase-order documentation before drafting — mismatches cause enforceability questions.",{"step":348,"title":349,"description":350,"tip":351},2,"Define the scope of services with explicit exclusions","Write a specific, measurable description of every service to be provided and every deliverable to be produced. Then add a short exclusions paragraph listing what is not included — common exclusions are rush timelines, third-party fees, or services outside a specific geography.","If the scope is complex, attach a detailed Statement of Work (SOW) as Schedule A and reference it in the body — this keeps the main agreement clean and the scope easy to update.",{"step":353,"title":354,"description":355,"tip":356},3,"Set fees, invoicing cadence, and payment terms","Enter the total project fee or applicable rate (hourly, daily, or monthly), the invoicing schedule (upfront, milestone-based, or monthly), and the payment due date. Add a late-fee rate — 1.5% per month is typical — and a suspension-of-services right after a defined overdue period.","Requiring a deposit of 25–50% before work begins is standard practice for project-based engagements and dramatically reduces non-payment risk.",{"step":358,"title":359,"description":360,"tip":361},4,"Allocate intellectual property rights clearly","Decide whether the client receives full ownership of all deliverables upon payment, or whether the provider retains background IP and grants only a license. Then write the clause to match that decision explicitly — courts do not infer IP assignment from silence.","If you reuse code libraries, design systems, or frameworks across clients, retain ownership of those and grant a license — assigning them to one client inadvertently restricts your ability to serve others.",{"step":363,"title":364,"description":365,"tip":366},5,"Fill in the confidentiality and data-handling terms","Specify what counts as confidential information, the obligations of each party, any permitted disclosures (e.g., to subcontractors under NDA), and how long the obligation survives after the agreement ends — 2 to 3 years is typical.","If the client will share personal data of their customers with you, add a data processing addendum — GDPR, CCPA, and PIPEDA all impose separate obligations that a standard confidentiality clause does not satisfy.",{"step":368,"title":369,"description":370,"tip":371},6,"Set the term, notice period, and termination triggers","State the start date and either an end date or a project-completion trigger. Set the termination-for-convenience notice period (30 days is standard) and the cure period for material breach (10–15 days is common).","Include a 'fees earned through termination date' clause — without it, clients who terminate for convenience may dispute how much is owed for work already completed.",{"step":373,"title":374,"description":375,"tip":376},7,"Confirm governing law and dispute resolution","Choose the jurisdiction where both parties are located, or the provider's home jurisdiction. Decide between arbitration, mediation, or court, and name the specific venue or arbitration body (e.g., AAA, JAMS, or ICDR for cross-border).","Arbitration clauses that include a loser-pays provision meaningfully deter frivolous disputes from either side — worth adding if the contract value is substantial.",{"step":378,"title":379,"description":380,"tip":381},8,"Sign before any work begins","Both parties must sign the agreement — and any attached schedules — before the first billable hour or deliverable is produced. Post-commencement signatures may not protect IP created or confidential information shared before signing.","Use an e-signature tool that timestamps execution and stores the fully-executed copy in a secure, accessible location for both parties.",[383,387,391,395,399,403],{"mistake":384,"why_it_matters":385,"fix":386},"Vague or unlimited scope of services","Without precise scope language, clients can argue that additional work falls under the original agreement, leaving the provider unpaid for substantial additional effort.","Write a specific deliverable list with measurable criteria, and add an explicit exclusions paragraph. Reference a detailed SOW in Schedule A for complex engagements.",{"mistake":388,"why_it_matters":389,"fix":390},"No change-order requirement","Providers who perform additional work based on emails or verbal instructions frequently cannot collect payment because no signed authorization exists.","Add a clause requiring a signed written change order before any out-of-scope work begins, and hold to it consistently — one unenforceable verbal agreement sets a precedent.",{"mistake":392,"why_it_matters":393,"fix":394},"Omitting a limitation of liability clause","Without a liability cap, a provider can be held responsible for the client's lost revenue, lost profits, or downstream business losses that far exceed what was ever charged for the engagement.","Cap total liability at the fees paid in the prior 12 months and expressly exclude indirect, consequential, and punitive damages.",{"mistake":396,"why_it_matters":397,"fix":398},"Leaving IP ownership unaddressed","In most jurisdictions, the creator owns the work by default — so a provider who says nothing technically retains ownership of everything they built for the client, which surprises and enrages clients at the worst moments.","Explicitly state who owns what, when ownership transfers (typically upon full payment), and what background IP the provider retains and licenses back.",{"mistake":400,"why_it_matters":401,"fix":402},"Signing after work has already started","Confidential information shared before the agreement is signed may not be covered by the confidentiality clause, and IP created before signing may not be captured by the assignment clause.","Make it a policy never to begin billable work, share sensitive information, or produce deliverables until both parties have signed — or include an explicit retroactive-coverage clause for work already begun.",{"mistake":404,"why_it_matters":405,"fix":406},"No cure period before termination for breach","Immediate-termination-for-breach clauses are routinely found unenforceable when the breaching party was never given a chance to fix the problem, turning a recoverable situation into costly litigation.","Require written notice of breach and give the breaching party 10–15 business days to cure before the non-breaching party may terminate — this is standard in well-drafted commercial agreements.",[408,411,414,417,420,423,426,429,432],{"question":409,"answer":410},"What is a client service agreement?","A client service agreement is a legally binding contract between a service provider and a client that governs the terms of a service engagement. It documents the scope of work, fees, payment schedule, IP ownership, confidentiality obligations, and what happens if either party wants to end the relationship. It is the foundational document that protects both sides when expectations diverge.\n",{"question":412,"answer":413},"What is the difference between a client service agreement and a consulting agreement?","A consulting agreement typically covers advisory services — providing expertise, recommendations, and guidance — without a heavy focus on tangible deliverables. A client service agreement is broader and is used for any professional service engagement, including deliverable-based work, ongoing managed services, and project-based contracts. In practice the two documents overlap significantly, and the right choice depends on whether you are primarily advising or primarily producing.\n",{"question":415,"answer":416},"Is a client service agreement legally binding?","A client service agreement is generally enforceable when it is signed by both parties, involves an exchange of value (services for fees), and covers parties who have legal capacity to contract. Like any contract, individual clauses — such as overly broad non-competes or unconscionable liability waivers — can be challenged. Having the agreement reviewed by a lawyer before use is advisable for high-value or complex engagements.\n",{"question":418,"answer":419},"Do I need a client service agreement for every client?","Yes — any paid engagement where deliverables, payment terms, or confidential information are involved warrants a written agreement. Verbal arrangements are difficult to enforce and lead to scope and payment disputes. Even for small or short-term projects, a brief written agreement that covers scope, fees, and IP is far less costly than a single unpaid invoice or a stolen deliverable.\n",{"question":421,"answer":422},"Who owns the work product created under a client service agreement?","Ownership depends entirely on what the agreement says. By default in most jurisdictions, the creator — the service provider — owns the work product. Clients who want full ownership must ensure the contract contains an explicit IP assignment clause, typically triggered by full payment. Without such a clause, the client may receive a deliverable they cannot legally own or reproduce.\n",{"question":424,"answer":425},"What payment terms are standard in a client service agreement?","Net 30 from invoice date is the most common commercial standard. Many service providers require a 25–50% deposit before starting work, with the balance due upon delivery or at defined milestones. Retainer engagements are typically invoiced monthly in advance. A late-payment clause of 1.5% per month on overdue balances and a right to suspend services after 15 days of non-payment are both considered standard protective terms.\n",{"question":427,"answer":428},"What is a change order and why does my agreement need one?","A change order is a signed written amendment that documents any modification to the scope, timeline, or fees after the original agreement is executed. Without a change order requirement, clients can request additional work informally — via email or verbally — and later dispute whether the extra work was covered by the original fee. A clause requiring signed change orders before out-of-scope work begins is one of the highest-value protections a service agreement can include.\n",{"question":430,"answer":431},"Can a client terminate a service agreement at any time?","This depends on what the agreement says. Most well-drafted client service agreements allow either party to terminate for convenience with a defined notice period — typically 30 days — but require the client to pay for all work completed through the termination date. Termination for cause (material breach) typically requires written notice and a cure period before it takes effect. Without clear termination language, either party may have rights under applicable employment or contract law that conflict with expectations.\n",{"question":433,"answer":434},"Do I need a lawyer to draft a client service agreement?","For straightforward engagements with standard terms, a high-quality template is typically sufficient. Engaging a lawyer is advisable when the contract value exceeds $50,000, when sensitive IP or trade secrets are involved, when the client is in a heavily regulated industry (healthcare, finance), or when the agreement involves parties in multiple jurisdictions. A 1–2 hour template review typically costs $300–$600 and is a sound investment for any anchor client relationship.\n",[436,439,443,447,451,455],{"industry":208,"icon_asset_id":437,"specifics":438},"industry-marketing","Campaign deliverables, revision limits, third-party ad spend pass-throughs, and IP ownership of creative assets are all standard points of dispute requiring explicit clause coverage.",{"industry":440,"icon_asset_id":441,"specifics":442},"IT and software services","industry-saas","Acceptance criteria for developed software, SLA response-time obligations, source-code ownership, and post-launch support and maintenance scope each require tailored clause language.",{"industry":444,"icon_asset_id":445,"specifics":446},"Professional services","industry-professional-services","Engagement letters double as service agreements for accounting, legal, and advisory firms — fee structures, conflict-of-interest disclosures, and professional standard-of-care warranties are critical additions.",{"industry":448,"icon_asset_id":449,"specifics":450},"Construction and trades","industry-construction","Material supply responsibilities, subcontractor authorization, progress-payment milestones tied to site inspections, and lien-waiver exchange on final payment are all industry-standard additions.",{"industry":452,"icon_asset_id":453,"specifics":454},"Healthcare and wellness","industry-healthtech","HIPAA-compliant data handling, informed consent references, professional liability insurance requirements, and cancellation and no-show fee policies demand specific clause additions beyond a generic template.",{"industry":456,"icon_asset_id":457,"specifics":458},"Education and coaching","industry-education","Session delivery format (in-person vs. remote), cancellation and rescheduling windows, refund policies for prepaid packages, and confidentiality of client disclosures are the most frequently disputed terms in coaching engagements.",[460,462,465,468],{"vs":88,"vs_template_id":230,"summary":461},"An independent contractor agreement governs the relationship between a business and a self-employed individual, with a strong focus on worker classification, tax withholding, and non-employee status. A client service agreement governs the delivery of services from one business entity to another, focusing on deliverables, fees, and IP. Use a contractor agreement when engaging an individual; use a client service agreement when contracting with a business or professional firm.",{"vs":243,"vs_template_id":463,"summary":464},"consulting-agreement-D12713","A consulting agreement centers on advisory services — expertise, analysis, and recommendations — where there may be no tangible deliverable at all. A client service agreement covers a wider range of engagements including deliverable-based projects, managed services, and ongoing operational support. If the engagement produces specific outputs the client will use or own, a client service agreement is the more appropriate choice.",{"vs":247,"vs_template_id":466,"summary":467},"service-level-agreement-D13258","A service level agreement defines measurable performance standards — uptime percentages, response times, resolution windows — and the remedies (credits, penalties) that apply when those standards are missed. A client service agreement covers the full commercial relationship including scope, fees, IP, and termination. SLAs are typically attachments or addenda to a client service agreement rather than standalone contracts.",{"vs":469,"vs_template_id":470,"summary":471},"Statement of Work","","A statement of work is a project-specific document describing deliverables, timelines, and resource requirements for a single engagement. It operates under the umbrella of a master client service agreement that governs IP, confidentiality, liability, and termination. The master agreement stays constant while statements of work are issued for each new project — an efficient structure for ongoing client relationships with evolving scopes.",{"use_template":473,"template_plus_review":477,"custom_drafted":481},{"best_for":474,"cost":475,"time":476},"Freelancers, small agencies, and service businesses with standard project or retainer engagements below $50,000","Free","20–30 minutes",{"best_for":478,"cost":479,"time":480},"Engagements involving sensitive IP, regulated industries, or clients in a different jurisdiction","$300–$600","2–4 days",{"best_for":482,"cost":483,"time":484},"High-value anchor contracts above $100,000, complex multi-party service arrangements, or heavily regulated industries","$1,500–$5,000+","1–3 weeks",[486,491,496,501],{"code":487,"name":488,"flag_asset_id":489,"note":490},"us","United States","flag-us","Service agreements are governed by state contract law, which varies meaningfully. California requires specific language around worker classification and limits certain non-compete provisions. Work-for-hire status under US copyright law requires the work to fall within one of nine statutory categories; otherwise an explicit written assignment is necessary. Late fees and interest rates may be subject to state usury caps — confirm the applicable limit before setting a rate above 1.5% per month.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"ca","Canada","flag-ca","Contract law is primarily provincial. Quebec civil law differs significantly from the common-law framework in other provinces, and contracts should be in French for Quebec-based clients under the Charter of the French Language. PIPEDA (federal) and provincial equivalents (PIPA in BC and Alberta, Law 25 in Quebec) impose data-handling obligations on service providers that process personal information — a standard confidentiality clause is insufficient for PIPEDA compliance.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"uk","United Kingdom","flag-uk","The Supply of Goods and Services Act 1982 implies a term that services will be carried out with reasonable care and skill — a warranty that cannot be excluded in consumer contracts and is difficult to waive in B2B contracts without clear, conspicuous language. Limitation of liability clauses must satisfy the reasonableness test under the Unfair Contract Terms Act 1977 to be enforceable. IR35 rules may reclassify a service arrangement as employment for tax purposes if the provider operates through a personal service company.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"eu","European Union","flag-eu","GDPR imposes strict obligations whenever a service provider processes personal data on behalf of a client — a Data Processing Agreement (DPA) is legally required and must cover processing purposes, data subject rights, sub-processor authorization, and breach notification timelines. Member states impose varying statutory late-payment interest rates under the Late Payment Directive (2011/7/EU) — the default rate is the ECB reference rate plus 8 percentage points. Standard contractual clauses for cross-border data transfers are mandatory when data moves outside the EEA.",[230,244,233,248,507,508,509,510,511,512,513,514],"non-disclosure-agreement-nda-D12692","statement-of-work-D12981","sales-invoice-D383","change-order-D13613","master-service-agreement-D12657","project-proposal-D12678","purchase-order-D1411","engagement-letter-D13681",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":112,"secondary_folder":517,"document_type":518,"industry":519,"business_stage":520,"tags":521,"confidence":526},"services-and-consulting","agreement","general","all-stages",[522,518,523,524,525],"legal","consulting","client-service-agreement","service-contract",0.95,"\u003Ch2>What is a Client Service Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Client Service Agreement\u003C/strong> is a legally binding contract between a service provider and a client that establishes the full terms of a professional service engagement before any work begins. It documents precisely what services will be delivered, on what timeline, at what price, and under what conditions — and it allocates ownership of any intellectual property created, imposes confidentiality obligations on both parties, limits each party's financial exposure, and defines how either side can exit the relationship. Unlike a simple invoice or an informal email confirmation, a properly drafted client service agreement creates enforceable rights and obligations that a court can apply if the relationship breaks down.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written client service agreement, every material dimension of a service engagement is open to dispute. Scope creep goes unpaid because there is nothing in writing defining where the original scope ends. Clients claim ownership of deliverables the provider technically owns under default copyright law. A single late payment cascades into a cash-flow crisis because there is no contractual basis to charge interest or suspend work. When a relationship ends badly, the provider has no enforceable limitation on their liability for the client's downstream losses. These are not edge cases — they are the predictable consequences of starting work without a contract. This template gives service providers and their clients a clear, mutual understanding of every critical term before the first deliverable is produced, and it does so in a format that takes minutes to complete and costs nothing to start.\u003C/p>\n",1779480643016]