GENERAL SERVICE AGREEMENT
This General Service Agreement (“Agreement”) is made and entered into as of [Effective Date], by and between:
[Party A Name], a company/individual organized and existing under the laws of [Jurisdiction], having its principal place of business at [Address] (hereinafter referred to as “Client”),
AND
[Party B Name], a company/individual organized and existing under the laws of [Jurisdiction], having its principal place of business at [Address] (hereinafter referred to as “Service Provider”).
The Client and the Service Provider may be individually referred to as a “Party” and collectively as the “Parties.”
1. DEFINITIONS
1.1 “Services” shall mean the tasks, functions, work, or deliverables to be provided by the Service Provider as described in Schedule A.
1.2 “Deliverables” shall mean any tangible or intangible outputs produced as part of the Services.
1.3 “Confidential Information” shall mean any non-public, proprietary, or sensitive information disclosed by one Party to the other.
1.4 “Term” shall mean the duration of this Agreement as defined under Clause 3.
2. SCOPE OF SERVICES
2.1 The Service Provider agrees to perform the Services as outlined in Schedule A attached hereto.
2.2 The Service Provider shall perform the Services with due care, skill, and diligence in accordance with industry standards.
2.3 Any modification to the scope must be agreed upon in writing by both Parties.
3. TERM AND TERMINATION
3.1 This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Clause.
3.2 Either Party may terminate this Agreement by providing thirty (30) days’ written notice.
3.3 Either Party may terminate immediately upon:
- Material breach not cured within 15 days
- Insolvency or bankruptcy of the other Party
- Illegal or unethical conduct
3.4 Upon termination:
- All outstanding payments become due
- Confidential Information must be returned or destroyed
- Rights granted under this Agreement shall cease
4. PAYMENT TERMS
4.1 The Client agrees to pay the Service Provider as outlined in Schedule B.
4.2 Payments shall be made within [X] days of invoice receipt.
4.3 Late payments may incur interest at the rate of [X]% per month.
4.4 All applicable taxes shall be borne by [Client/Service Provider].
5. OBLIGATIONS OF THE SERVICE PROVIDER
The Service Provider shall:
- Deliver Services in a timely and professional manner
- Comply with all applicable laws and regulations
- Maintain proper records of work performed
- Notify the Client of any delays or issues
6. OBLIGATIONS OF THE CLIENT
The Client shall:
- Provide necessary information and cooperation
- Make timely payments
- Review and approve Deliverables promptly
7. CONFIDENTIALITY
7.1 Each Party agrees to keep Confidential Information strictly confidential.
7.2 Confidential Information shall not be disclosed to any third party without prior written consent.
7.3 This obligation shall survive termination for a period of [X] years.
8. INTELLECTUAL PROPERTY
8.1 Unless otherwise agreed:
- Deliverables shall become the property of the Client upon full payment
8.2 The Service Provider retains rights to:
- Pre-existing materials
- General know-how and skills
9. WARRANTIES AND REPRESENTATIONS
9.1 Each Party represents that:
- It has full authority to enter into this Agreement
- This Agreement does not violate any other obligations
9.2 The Service Provider warrants that:
- Services will be performed professionally
- Deliverables will not infringe third-party rights
10. LIMITATION OF LIABILITY
10.1 Neither Party shall be liable for indirect or consequential damages.
10.2 Total liability shall not exceed the total fees paid under this Agreement.
11. INDEMNIFICATION
11.1 Each Party agrees to indemnify the other against claims arising from:
- Breach of this Agreement
- Negligence or misconduct
12. FORCE MAJEURE
Neither Party shall be liable for failure to perform due to events beyond reasonable control, including natural disasters, war, or government actions.
13. GOVERNING LAW AND DISPUTE RESOLUTION
13.1 This Agreement shall be governed by the laws of [Jurisdiction].
13.2 Any disputes shall be resolved through:
- Good faith negotiation
- Mediation
- Arbitration in [Location]
14. MISCELLANEOUS
14.1 Entire Agreement: This Agreement constitutes the entire understanding.
14.2 Amendments: Must be in writing and signed.
14.3 Assignment: Not allowed without prior consent.
14.4 Severability: Invalid provisions do not affect the rest.
14.5 Notices: Must be in writing and delivered to registered addresses.
15. SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement:
Client:
Name:
Signature:
Date:
Service Provider:
Name:
Signature:
Date:
SCHEDULE A – SERVICES
[Detailed description of services]
SCHEDULE B – PAYMENT TERMS
[Fees, milestones, payment schedule]