An indemnity is a contractual obligation by one party to be responsible for certain loss, damage or liability incurred by the other party. Indemnities are often heavily negotiated, and as matter of course the service provider should try give as few indemnities as possible (the customer will always be able to try to sue at common law for losses suffered even if there is no indemnity). Try to limit any indemnity that the service provider does give by carving out liability arising from the customer’s own negligence or intentional misconduct.
To simplify your service agreement, it can incorporate the likelihood that there will be multiple projects in the future. In these cases, you can construct your service agreement to anticipate work orders (or statements of work) that will be attached in the future.
Your form agreement should include a provision requiring that the client reasonably cooperates with your company. The client should provide whatever information or assistance the company might need in order to allow it to properly fulfill its obligations under the contract. Without the client’s reasonable cooperation, your company can’t be expected to fully or adequately perform. The client should be responsible for any damages suffered by the company as a result of its misuse or misappropriation of the services.
Like any contract, the service agreement should be clear on the fundamental business terms: who is doing what, and when, where and how are they doing it? These terms may be directly addressed in a single-purpose services contract, or may be addressed in a master services agreement with multiple project-specific work orders or statements of work entered into from time to time.
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).
If the service provider will have access to the principal’s confidential information (e.g. information on its business and customers) then confidentiality and privacy obligations must be included, particularly if confidentiality is an issue for your business, in order to protect the principal.