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.
The service agreement should include a statement of work, which identifies the project’s scope and the respective responsibilities of you and your client. Oftentimes, if conflict arises it’s because the scope wasn’t properly defined, which led you and your client to interpret scope differently. Watch out for scope creep!
Your company’s boilerplate service agreement should reflect the price structure that is most appropriate for your business. It should specifically state whether or not your company is compensated on a per-project (flat fee) basis or an hourly, weekly, or monthly fee basis. If you charge the same rates for all clients, then include these numbers in the contract; otherwise, you should leave blanks that can be filled in depending on your negotiations with each respective client.
A master service agreement is when two parties agree to a contract that will settle most details and expectations for both parties. It`ll state what each group has to do to honor its end of the bargain. It`ll also show which services apply in the master service agreement. The goal of a master service agreement is to make the contract process faster. It also should make future contract agreements simpler. A master service agreement (MSA) is also called a service level agreement (SLA).
Clearly identify the services that the service provider will provide and any specific deliverables or end results, as well as any interim or final timetable or delivery schedule. If necessary, clarify whether the service provider will be creating or developing all of the deliverables, or whether some deliverables will be third-party equipment or software. Also clearly identify all applicable specifications, metrics, key performance indicators and service levels, so that deliverables and performance can be measured against objective goals
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.