Standard Service Contract – Services within a Project (B2B)

Standard Service Agreement – Services within a Project (B2B)

BS.SERV.AG.06

When providing services in the course of business, the value of a service agreement (also known as a service contract) cannot be understated. A service agreement ensures that both parties know exactly what is expected of them, what their obligations are, what their rights are, and how the transaction is to proceed.

This Standard Service Agreement – Services within a Project is designed for use by service providers offering their services to business clients. This document is suitable for use in situations where the provision of the services takes place as part of a larger project that may require the service provider to work with other contractors also performing services for the client.

Detailed provisions in this document set out the parameters within which the services are to be provided, the obligations of both the service provider and the client, and how and when payment is to be made. Further key terms cover aspects such as insurance, liability and guarantees.

Specific provisions are included in this template with respect to the larger project within which the services are to be provided. The “project” itself should be clearly defined. Provision is also made for a programme of services – allowing the services under this particular contract to be timed and coordinated more effectively with services provided by other parties. A detailed provision also addresses third party contractors to be used by the client with whom the service provider may be required to interact.

This document also contains provisions for financial record keeping, confidentiality, non-solicitation, a more onerous liability and indemnity clause and an optional provision for the service provider to have control of certain specified third party contractors hired by the client.

Three schedules are included in this template with references to them appearing throughout the agreement. These should be used to set out, in detail, the specification of the services to be provided, the terms of payment and a description of the project. When entering details into these schedules, sufficient information should be included so that both parties to the agreement are fully aware of the exact services to be provided and how those services are to be paid for. Great care should be taken when completing the schedules to ensure that neither party is left with any questions or guess work. A complete agreement should give both parties the complete picture of the transaction.

A counterpart set of Standard Service Terms and Conditions is also available with terms exactly mirroring the terms of this document, designed for use either as standard terms of business or as a pre-contract document to give potential clients a clear idea of what the eventual service agreement will look like.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

This Standard Service Agreement – Services within a Project contains the following clauses:

1. Definitions and Interpretation
2. Provision of the Services
3. Client’s Obligations
4. Appointment of Third Party Consultants and Contractors
5. Fees, Payment and Records
6. Liability, Indemnity and Insurance
7. Guarantee
8. Confidentiality
9. Force Majeure
10. Term and Termination
11. Effects of Termination
12. No Waiver
13. Further Assurance
14. Costs
15. Set-Off
16. Assignment and Sub-Contracting
17. Time
18. Relationship of the Parties
19. Non-Solicitation
20. Third Party Rights
21. Notices
22. Entire Agreement
23. Counterparts
24. Severance
25. Dispute Resolution
26. Law and Jurisdiction

and the following schedules:

1. Specification of Services

2. Fees and Payment
3. The Project

 

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