This is important for two reasons. First, those agreements help the service provider in its day-to-day business of providing services and getting paid. Second, agreements that protect the service provider’s business and assets make it a more desirable target for investment or acquisition.
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 provider may agree to provide a one-off service for a set fee or continuing services to the principal for a pre-determined length of time or on an ongoing basis for a fee. Generally, a service agreement may be terminated by notice of either party or on the occurrence of a specified event (e.g. death or bankruptcy of one of the parties).
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.
Generally, the service provider provides a service or services to the principal for a fee and may also be reimbursed for pre-agreed out of pocket expenses. These amounts, and any limits that may apply, should be clearly specified or otherwise a way of calculating the relevant amounts should be included in the service agreement.
When preparing a contract, parties often underestimate the importance of correctly defining the parties. For a variety of reasons, the recitals (the introduction) to a contract should clearly reflect whether each party is an individual or a business entity and provide any other relevant identifying information. For example, individuals and business entities face different exposure to liability and must be approached differently in the event of a future claim or dispute. Companies should indicate their state of formation and entity type (whether it’s a corporation, limited liability company, partnership, or the like). Properly defining the parties also provides you with the information you need to perform basic research (due diligence) on each other.