A service agreement is an agreement made by two parties that documents the agreement between them with regards to the performance of the service(s) by one party (the service provider) to the other (the principal). Service agreements are very common and can be used in a wide variety of circumstances. They set out the fundamental terms of the relationship between the principal and service provider.
Carefully review any representations and warranties requested by the customer to make sure the service provider can provide each one. Where appropriate, add knowledge, materiality, or other qualifiers to appropriately limit the scope of a representation and warranty. Only give limited performance warranties regarding the products or software provided (that originate from the service provider – the original supplier’s warranty should apply to third-party products).
The agreement should also indicate how often the client is required to make payments, as well as the acceptable methods of payment (for example, bank wire, money order, credit card, or PayPal). Furthermore, your service contract should make it clear how expenses will be allocated between the parties. Usually, the client will expect you to cover all expenses involved in delivering the services (including costs for parts, labor, and so forth); however, depending on the nature of your business, the client might reasonably agree to be responsible for certain expenses. You can negotiate to have the client pay for these expenses either ahead of time or as a reimbursement to the company.
Your service agreement should state the term of the contract and include any renewal provisions. It should also indicate the circumstances under which either party is permitted to terminate the agreement. Because contract termination rights are regularly associated with events of default, the agreement should also outline what constitutes a default by either party under the agreement.
Probably the most critical component of your service agreement is the description of the services that your company will provide. For a number of reasons, you should define the services as specifically as you can. If you describe your services too broadly, you might inadvertently find yourself in a situation where the client expects their fees to include certain perks or actions that you never contemplated. From a negotiation and clarity standpoint, it’s a much better approach to narrowly define your services and then leave it up to the client to propose anything additional that they might require. Similarly, the contract should also define any extra services as precisely as possible and clearly state the related fees.
Both parties should be able to terminate for a material breach that is not cured within a specified period (usually 30 days). It is also common to allow one party to terminate if the other party becomes bankrupt or insolvent. Termination for convenience is more problematic, and may not always be appropriate. If the customer can terminate for convenience, consider whether there should be a cancellation fee to compensate for the loss of the bargain or to at least cover out-of-pocket expenses, or whether the customer forfeits any pre-paid amounts. Finally, clarify what obligations apply on termination – for example, the customer should immediately pay for services performed up to termination for which the service provider has not been paid.