Free Service Agreement Template

SERVICE AGREEMENT This Service Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), BETWEEN: [Service Provider Name], with a principal place of business at [Service Provider Address] (the "Service Provider"); AND [Client Name], with a principal place of business at [Client Address] (the "Client"). The Service Provider and the Client may be referred to individually as a "Party" and collectively as the "Parties." 1. SERVICES The Service Provider will provide the following services to the Client (the "Services"): [Description of Services]. A detailed service schedule, scope boundaries, and exclusions may be set out in Statement of Work ("SOW") exhibits attached hereto. Services not listed in an approved SOW are out of scope unless added by written change order. 2. SERVICE LEVELS (a) Response Time. For support requests submitted through [Support Channel — e.g., email, ticketing portal], the Service Provider will acknowledge and begin work within [SLA Response Time] during [Support Hours — e.g., business hours, Monday–Friday]. (b) Performance Targets. The Service Provider will use commercially reasonable efforts to meet [SLA Uptime or Resolution Target] for covered Services, measured as described in Exhibit B (if attached). (c) Exclusions. SLA commitments do not apply to outages caused by Client systems, third-party networks, force majeure, or scheduled maintenance with at least [Maintenance Notice Hours — e.g., forty-eight (48)] hours' notice. (d) Service Credits. If the Service Provider fails to meet an SLA metric in a calendar month, the Client's sole remedy is a service credit of [Service Credit Amount or Percentage], applied to the next invoice, unless otherwise stated in Exhibit B. 3. FEES AND PAYMENT (a) Fees. The Client will pay fees of [Fees and Billing Cycle] for the Services, plus applicable taxes. (b) Invoicing. Invoices are issued [Billing Frequency — e.g., monthly in advance] and are due within [Payment Due Days — e.g., thirty (30)] days of the invoice date. (c) Late Payment. Overdue amounts may accrue interest at [Late Interest Rate — e.g., 1.5% per month] or the maximum allowed by law. The Service Provider may suspend Services after [Suspension Notice Days — e.g., ten (10)] days' written notice of non-payment. (d) Expenses. Pre-approved out-of-pocket expenses will be reimbursed at cost with receipts. 4. TERM AND RENEWAL This Agreement begins on [Service Start Date] and continues for an initial term of [Initial Term Length] (the "Initial Term"). Thereafter, the Agreement renews for successive [Renewal Period — e.g., twelve (12)-month] periods unless either Party gives written notice of non-renewal at least [Termination Notice Period] before the end of the then-current term. 5. CLIENT OBLIGATIONS The Client will provide timely access to systems, data, personnel, and approvals reasonably required for the Services. The Client is responsible for the accuracy of information it provides and for maintaining its own backups, security controls, and compliance obligations unless expressly included in the Services. 6. WARRANTIES The Service Provider warrants that Services will be performed in a professional and workmanlike manner by qualified personnel. EXCEPT AS STATED, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 7. CONFIDENTIALITY AND DATA Each Party may receive confidential information from the other. The receiving Party will protect it using reasonable care and use it only to perform under this Agreement. If the Service Provider processes personal data on the Client's behalf, the Parties will comply with applicable privacy laws and any data processing addendum attached as Exhibit C. 8. INDEMNIFICATION (a) By Service Provider. The Service Provider will defend and indemnify the Client against third-party claims alleging that the Service Provider's deliverables infringe intellectual property rights, except to the extent caused by Client materials or modifications. (b) By Client. The Client will defend and indemnify the Service Provider against claims arising from Client content, unlawful use of Services, or breach of this Agreement by the Client. 9. LIMITATION OF LIABILITY EXCEPT FOR CONFIDENTIALITY BREACHES, INDEMNIFICATION OBLIGATIONS, OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE FEES PAID OR PAYABLE BY THE CLIENT IN THE [Liability Cap Period — e.g., twelve (12)] MONTHS PRECEDING THE CLAIM. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. 10. TERMINATION (a) For Convenience. Either Party may terminate this Agreement for convenience upon [Termination Notice Period] days' written notice. (b) For Cause. Either Party may terminate immediately for material breach not cured within [Cure Period — e.g., thirty (30)] days after written notice. (c) Effect. Upon termination, the Client will pay for Services performed through the effective date. The Service Provider will cooperate on a reasonable transition for [Transition Period — e.g., thirty (30)] days if requested and compensated. 11. CHANGE ORDERS Requests for additional services, scope changes, or expedited work require a written change order describing fees and timeline impacts. The Service Provider is not obligated to perform out-of-scope work until the change order is signed. 12. GOVERNING LAW This Agreement is governed by the laws of [Governing Law / Jurisdiction], without regard to conflict-of-law rules. Exclusive jurisdiction lies with the courts of [Governing Law / Jurisdiction], unless the Parties agree to mediation before litigation. 13. GENERAL (a) Entire Agreement. This Agreement, SOWs, and exhibits constitute the entire agreement regarding the Services. (b) Amendments. Modifications must be in writing signed by both Parties. (c) Severability. If a provision is unenforceable, the remainder remains in effect. (d) Assignment. Neither Party may assign this Agreement without consent, except to a successor in a merger or sale of substantially all assets. (e) Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, including electronic signatures, each deemed an original. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. SERVICE PROVIDER Name: [Service Provider Name] Signature: _______________________________ Name of Signatory: _______________________ Title: ___________________________________ Date: ____________________________________ CLIENT Name: [Client Name] Signature: _______________________________ Name of Signatory: _______________________ Title: ___________________________________ Date: ____________________________________