Description

Services Agreement (Pro-Customer)

Summary

Parties may adapt this customer services agreement for a specific project, ongoing services, or use as a master services agreement.  This services agreement is drafted from a customer’s perspective. Therefore, this agreement aims to be reasonable and includes provisions common to many types of negotiated services agreements.

Services agreements vary in length and complexity depending on a variety of factors, such as:

• The relationship between the parties.
• The size of the transaction.
• Whether the services are standard for the provider or custom-designed for the customer.
• The creditworthiness of each of the parties.
• The allocation of responsibilities between the service provider and the customer.

Details

This Agreement is:

• An agreement for the provision of services.
• Drafted from the perspective of a customer purchasing standard provider services.

Assumptions

This Services Agreement assumes that:

The customer purchases the services without accompanying goods.

If the customer purchases or may purchase goods together with the services, the parties must revise this agreement to address goods-specific issues.  Additionally, depending on whether goods or services predominate, parties may find it more appropriate to begin with a purchase of goods agreement.

The parties to the agreement are US entities and the transaction takes place in the US.

The parties may need to modify these terms to comply with applicable laws in the relevant foreign jurisdiction if any party organizes in, operates in, or any part of the transaction takes place in a foreign jurisdiction.

There are a single service provider and a single customer.

The parties should revise this Agreement if there are additional providers or customers. For example, multiple service providers or customers must determine whether their obligations are joint, several, or joint and several. Accordingly, parties must appropriately amend the agreement as necessary.

These terms are being used in a business-to-business transaction.

The parties should not use this Agreement in a consumer contract. Due to the fact that consumer contracts may involve legal and regulatory requirements and practical considerations that are beyond the scope of this resource parties should not use this Agreement in a consumer contract.

These terms are not industry-specific.

This Agreement does not account for any industry-specific laws, rules, or regulations that may apply to certain transactions, products, or services. Therefore, the parties must revise the Agreement if they wish to make it industry-specific.

The transaction does not involve the sharing of any personally identifiable information between the parties.

The transfer, storage and use of personally identifiable information of third parties (whether of employees, customers or other third parties) may be subject to specific privacy and data security laws and regulations above and beyond a party’s customary confidentiality obligations. The parties should also consider and agree on what steps should be taken. Likewise, parties should consider contract provisions to comply with any applicable privacy and data security rules and regulations.