SERVICE AGREEMENT

What does a SA contain?

1) Description of Services.
It is important to clearly define the services taht are to be performed and any
deadlines for work product/performance. Service levels designated for technical/
other performance should be set foth in an exhibit to the Agreement and stated
in detail; these sometimes, also include financial penalties/ rewards.
2) Payment Details.
The Agreement should include a provision that states:
-how much is to be paid;
-when is to be paid;
-what is included in the payment (expenses, taxes, travel charges);
-procedures for invoicing;
-penalties for late payments.
3) The Relationship between Parties.
The Agreement should include a provision that clearly states that the
relationship is not a partnership, joint venture or employer-emplyee. Since some
of these relationships can be implied by law, this is an important provision.
4) Dealing with Confidential Information.
The Agreement should include a provision that states that:
-parties will exchange confidential information;
-how that inf. will be identified and handled down;
-restrictions on disclosures and misuse;
-exceptions to what is included in confidential inf.
5) Ownership of the Work Product.
The service provider will want to make sure that the Agreement does not include
a provision stating that the customer owns the work product, so that the Provider
may continue to perform similar services for other customers without the risk of
legal interference/restrictions.
6) Outline of Representations and Warranties.
The Agreement may also include that:
-the service provider will re-perform defective/ non-conforming services for a
time period indicated in the Agreement;
-the services will be performed at/ above industry standards;
-the service provider will not infringe a third party rights in performing services;
-the service provider is not violating any other agreement by performing service