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What Is a Service Contract?
A service contract is an agreement between you or your business and the clients or customers you serve. This document outlines the terms and conditions of the services you will provide. For example, contractors would use a service agreement to detail all the renovations they are doing to a client's home and how they will be compensated for it. Likewise, your business could use a service contract to hire a freelance writer or graphic designer temporarily. The agreement would discuss the work they are doing for your business and how you will pay them.
What Does a Service Contract Include?
Many service contracts have a similar format that includes the following information:
- Both parties' contact information
- Outline of service and work
- Timeline of services
- Compensation terms
- Insurance and compliance terms
- Indemnification terms
- Default terms
- Dispute resolution and remedies
What Are Some Additional Terms You Can Add to a Service Contract?
Along with the general terms and conditions, you can add additional terms to your service contract based on your own interests:
- Nonsolicitation clause: This clause prevents a service provider from soliciting or hiring their client's employees.
- Noncompete clause: This clause prevents a service provider from using inside information to compete in their client's industry or market.
- Confidentiality clause: This clause prevents a service provider from sharing any sensitive, private, or proprietary information about their client.
When Do You Need a Service Contract?
Anytime you plan to provide a service for a client, you should ask them to sign a service contract. This can help you protect your own interests and ensure you are receiving the payment you deserve. This document can help you and your client stay on the course of the terms and conditions you discussed. Likewise, if you plan to hire services for your business, you should also have your service provider sign a service contract. This ensures they understand the scope of their work, the timeline of when to complete it, and how you plan on paying them.
Who Are Service Providers?
Service providers are often called contractors or freelancers. They may provide the following services:
- Child or adult care
- Web development or programming
- Writing, editing, or translating
- Graphic design or illustration
- Marketing, branding, or public relations
- Special event services: catering, serving, bartending, live entertainment
The types of service providers who use a service contract are not limited to this list. Many other kinds of professionals like to use service contracts to outline their scope of work and protect their interests. Likewise, it's a straightforward way to formalize a service agreement.
What If One Party Breaks a Service Contract?
If one party cannot fulfill their obligations, professionally discuss the matter first. You may decide to make amendments to your agreement in order to stay on good terms with them. For example, if your freelance graphic designer cannot finish a logo design on time, you could agree to give them an extension. Make sure to always discuss payment in these situations, so everyone feels fairly served and compensated.
If you decide you both want to break the contract, make sure to read over the terms of the agreement carefully. You may discover that if both parties agree to it, no legal action needs to take place. If you both cannot agree on any changes to the contract, you may need to settle through mediation or a small claims court.
Image via Unsplash by officestock
How to Create a Service Contract
Now that you know what a service contract entails, let's go over the steps you need to take in order to create one:
1. Learn About the Other Party
Whether you're the service provider or you're signing on a contractor, it's essential to learn about the other party to make sure you can trust them. When hiring a contractor, search their name online to find any public information about them. Resumes, portfolios, LinkedIn profiles, or social media profiles can tell you more about their background. You should also search their name in public directories, like the local court dockets, to ensure they don't have any concerning litigation records.
When working with another business, see if they have a good reputation. Look at their website and any reviews or Better Business Bureau entries about them. All of this information can help you anticipate what it's like to work with them.
2. Discuss the Services Provided
You may need to negotiate the compensation and terms of the agreement to find a compromise both parties can agree to. Do some research to learn what other service providers are making for similar work. By having your rate set, you can feel more confident as you negotiate. Once you come to an agreement, you can begin to draft up a written service contract.
3. Write the Service Contract
In your service contract, include the services, payment, timeline, and any other important terms you agreed upon. As you begin to deal with more money and bigger assets, you may want to hire a service contract lawyer to help you draft your document. They can ensure that your terms and conditions hold up in court. Likewise, they have the expertise to create a well-written contract. Even if you write your service contract yourself, it's wise to have a professional review it.
4. Sign the Service Contract
After both parties have a chance to carefully read through the contract, you both need to sign and date it. Ensure that both of you have a copy of it to refer to throughout the course of your arrangement.
Tips for Writing a Service Contract
Follow these tips to write a service contract that has your best interests in mind:
- Hire a contract lawyer. They can help you draft your service contract and ensure the terms and conditions are fair to both parties. Look for vetted lawyers with plenty of experience with service contracts .
- Avoid ambiguous terms or jargon. Make your service agreement as straightforward as possible. Clearly define terms, deadlines, and other conditions. Don't use ambiguous words, like "good faith," "best efforts," or "reasonable." These types of words are quite subjective and are up for interpretation.
- Use a notary public. When signing a service contract that's worth more than $10,000, it's smart to do so in the presence of a notary public. Even having a noted witness can give you an extra layer of protection.
- Agree on termination rights. While discussing the terms of your contract, make sure to talk about circumstances that terminate the contract. For instance, if the service provider isn't meeting deadlines, the other party could end the contract.
- Keep information confidential. Outline what information is sensitive and may not be shared by the other party. Likewise, when obtaining a signature, use secure software when getting a digital signature. The same is true for when you're storing your service agreement.
- Make it simple. Rather than making it a lengthy document, try to keep your terms and conditions as simple as possible. Clearly define what each party is responsible for and keep things brief.
- Get everything in writing. Although some oral agreements hold up in court, it's better to get everything agreed upon in writing. If you mutually agree upon an amendment to the service contract, make sure to write it down and get a signature.
Service contracts are a way that small businesses and the clients they work with can protect themselves. If you need a service contract lawyer to help you with the process, give us a call at 650-466-0665.
Meet some of our Service Contract Lawyers
Thomas Codevilla is Partner at SK&S Law Group where he focuses on Data Privacy, Security, Commercial Contracts, Corporate Finance, and Intellectual Property. Read more at Skandslegal.com Thomas’s clients range from startups to large enterprises. He specializes in working with businesses to build risk-based data privacy and security systems from the ground up. He has deep experience in GDPR, CCPA, COPPA, FERPA, CALOPPA, and other state privacy laws. He holds the CIPP/US and CIPP/E designations from the International Association of Privacy Professionals. Alongside his privacy practice he brings a decade of public and private transactional experience, including formations, financings, M&A, corporate governance, securities, intellectual property licensing, manufacturing, regulatory compliance, international distribution, China contracts, and software-as-a-service agreements.
Attorney of 6 years with experience evaluating and drafting contracts, formation document, and policies and procedures in multiple industries. Expanded to estate planning last year.
George is a lifelong Houston resident. He graduated from St. Thomas High School and then Texas A&M University. He obtained his Doctor of Jurisprudence from South Texas College of Law in 2007. He is experienced in real estate, estate planning & probate, civil/commercial matters, personal, injury, business matters, bankruptcy, general counsel on-demand, and litigation. He is active in the community serving as past-president of the St. Thomas Alumni Board, a current member of the Dads Club Aquatic Center Board of Directors, current member of the Dickinson Little Italy Festival of Galveston County Board of Directors, and former PTO President for Briarmeadow Charter School.
My clients are often small and medium size technology companies, from the "idea" stage to clients who may have raised a round or three of capital and need to clean up a messy cap table. I help with all legal matters related to growth that keep founders up at night - hiring people, allocating equity, dealing with shareholders and investors, client negotiations and early litigation counseling (before you need a litigator). I've seen a lot, and because I run my own business, I understand the concerns that keep you up at night. I’ve been through, both on my own and through other clients, the “teething” pains that will inevitably arise as you scale-up – and I’m here to help you. I have over 20 years international experience devising and implementing robust corporate legal strategies and governance for large multinationals. I now focus on start-ups and early/medium stage technology companies to enable a sound legal foundation for your successful business operations. Many of my clients are international with US based holding companies or presences. My 17 years abroad helps me "translate" between different regimes and even enabling Civil and Common Law lawyers to come together. Regularly, I handle early stage financings including Convertible Notes, Seed and Series A/B financings; commercial and technology contracts; international transactions; tax; mergers and acquisitions.
Sammy Naji focuses his practice on assisting startups and small businesses in their transactional and litigation needs. Prior to becoming a lawyer, Sammy worked on Middle East diplomacy at the United Nations. He has successfully obtained results for clients in breach of contract, securities fraud, common-law fraud, negligence, and commercial lease litigation matters. Sammy also counsels clients on commercial real estate sales, commercial lease negotiations, investments, business acquisitions, non-profit formation, intellectual property agreements, trademarks, and partnership agreements.
Brad is a business attorney with experience helping startup and growing companies in a variety of industries. He has served as general counsel for innovative companies and has developed a broad knowledge base that allows for a complete understanding of business needs.