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Services Agreement

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Prepared for:
[Client.Company]

Prepared by:
[Consultant.Company]

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Services Agreement

This Services Agreement, hereinafter known as the “Agreement”, is entered into between [Client Company Name] having its principal place of business at [Client Company Address] (“Company”) and [Consultant Company Name], having their principal place of business at [Consultant Company Address] (“Consultant”), collectively known as the “Parties” on [Date] (the “Effective Date”). 

All activities and services to be provided by the Consultant (“Services”) shall be applicable to the following terms and conditions.

Terms and Conditions

1. Scope of Agreement

The Company wishes to engage the services of the Consultant to utilize their expertise in the field of [Consulting field]; 

2. Term

This Agreement shall begin on [Date] and continue for [Time Period]. Either Party may terminate this Agreement for any reason with [Number of Days] days written notice to the other Party.

3. Services

The Consultant agrees that they shall provide their expertise to the Company for all tasks pertaining to the scope of the Services as set forth in the Scope of Work in Exhibit A.

4. Independent Contractor

Consultant’s relationship with the Company will be that of an independent contractor and not that of an employee. The Consultant shall not be eligible to participate in any of the Company’s employee benefit programs, group insurance arrangements or similar programs. Nor will the Company make deductions from payments made to Consultant for employment of income taxes, all of which will be Consultant’s responsibility. Consultant will have no authority to enter into contracts that bind the Company or create obligation on the part of the Company without the prior written authorisation of the Company.

5. Confidentiality

The Consultant shall not 
Disclose to any third party any details regarding the Company’s business, including, without limitation any information regarding any of the Company’s customer information, business plans, or price points (the “Confidential Information”), 
Make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Company, or 
Use Confidential Information other than solely for the benefit of the Company.

6. Fees and Charges

The Company shall pay to Consultant the fees set forth on Exhibit B for the Services rendered by Consultant. Company shall reimburse Consultant for all reasonable out-of-pocket expenses (including, without limitation, travel, and lodging expenses) incurred by Consultant in connection with this Agreement. At Company’s request, the Consultant will provide such documentation as may be reasonably required to verify such expenses.

7. Indemnification

The Consultant will indemnify and hold harmless Company and its affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising from or relating to any breach of any representation, warranty, covenant, or obligation of Consultant in this Agreement or any intentional misconduct or negligence by Consultant.

8. Limitation of Liability

In no event will the Company be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or relating to this Agreement. The Company’s total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, will not exceed the aggregate amount of fees owed by Company to Consultant for Services performed under this Agreement.

9. Severability

The provisions of this Agreement are severable, and if one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.

10. Miscellaneous

This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.

11. Applicable Law

This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of [State] and subject to the exclusive jurisdiction of the courts in [State].

Acceptance & Signature

In witness whereof, by execution by the Parties below, this Service-Level Agreement will form a part of the Contract.

[Client Company] 

[Consultant Company]

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

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EXHIBIT – A

DESCRIPTION OF SERVICES

[Add Description of Services]

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EXHIBIT – B

FEES AND CHARGES

[Add Fees and Charges]

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