Service Agreement Contract Architect

Service Agreement

Document ID: TR-PSA-2026-001 Effective Date: [____/____/2026]

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Instructions for Use

• Completion: This form should be completed by the designated project manager or legal representative of the engaging client ("Client") and the service provider ("Service Provider"). All bracketed [__________] fields and [ ] Option checkboxes must be filled out completely and accurately prior to execution.
• Filing & Retention: Upon execution, a fully signed copy must be retained by both parties for a minimum of seven (7) years following the termination or expiration of this Agreement, or as required by applicable law and internal policy, whichever is longer. Electronic copies are acceptable provided they are stored securely.
• Mandatory Attachments: This Agreement requires the attachment of a detailed Statement of Work (SOW) as Exhibit A, which must explicitly define the services, deliverables, timelines, and acceptance criteria. Additional exhibits for pricing, personnel, or specific terms may be added as needed.

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This Service Agreement (the "Agreement") is entered into on the Effective Date by and between:

Client: Name: [____________________] Address: [____________________________________________________] City, State, Zip: [____________________], [____] [__________] Email: [______________________________] Contact Person: [____________________] Title: [____________________]

and

Service Provider: Name: [____________________] Address: [____________________________________________________] City, State, Zip: [____________________], [____] [__________] Email: [______________________________] Contact Person: [____________________] Title: [____________________]

Client and Service Provider are hereinafter collectively referred to as the "Parties" and individually as a "Party."

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Article 1: Scope of Services

1.1 Services: The Service Provider agrees to perform the services ("Services") as described in detail in Exhibit A: Statement of Work (SOW), which is attached hereto and incorporated by reference. Any additional services not explicitly defined in Exhibit A must be documented in a written amendment or new SOW, mutually agreed upon and signed by both Parties.

1.2 Deliverables: All specific deliverables arising from the Services are identified in Exhibit A. 1.3 Performance Standards: The Service Provider shall perform the Services in a professional and workmanlike manner, utilizing personnel with appropriate skill, experience, and qualifications, and consistent with generally accepted industry standards and practices.

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Article 2: Term and Termination

2.1 Term: This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of [__________] [ ] Months [ ] Years, unless sooner terminated as provided herein. * Start Date: [____/____/2026] * End Date: [____/____/2026] * [ ] This Agreement shall automatically renew for successive periods of [__________] [ ] Months [ ] Years unless either Party provides written notice of non-renewal at least [__________] days prior to the end of the then-current term.

2.2 Termination for Convenience: * [ ] Either Party may terminate this Agreement for convenience upon [__________] days' written notice to the other Party. * [ ] Client may terminate this Agreement for convenience upon [__________] days' written notice to Service Provider. * [ ] Service Provider may terminate this Agreement for convenience upon [__________] days' written notice to Client.

2.3 Termination for Cause: Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party: * (a) materially breaches any provision of this Agreement and fails to cure such breach within [__________] days after receiving written notice thereof; * (b) becomes insolvent or files for bankruptcy; or * (c) engages in any act or omission that causes material reputational harm to the other Party.

2.4 Effect of Termination: Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred up to the termination date, in accordance with Article 3. Service Provider shall promptly return all Client Confidential Information and Deliverables (finished or unfinished) to Client.

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Article 3: Compensation and Payment Terms

3.1 Fees: Client agrees to pay Service Provider for the Services rendered according to the fee schedule specified in Exhibit B: Pricing Schedule (if applicable) or as detailed in Exhibit A. * Total Fixed Price: [__________] (if applicable) * Hourly Rate: [__________] per hour (if applicable) * Payment milestones are specified in Exhibit A.

3.2 Invoicing: Service Provider shall submit invoices to Client: * [ ] Upon completion of each milestone as specified in Exhibit A. * [ ] Monthly, on or about the [__________] day of each month, for Services rendered during the preceding month. * [ ] Other: [____________________________________________________]

3.3 Payment Terms: Client shall pay undisputed invoices within [__________] days of receipt. * Late payments may accrue interest at the lesser of [__________]% per month or the maximum rate permitted by applicable law.

3.4 Expenses: * [ ] Service Provider shall be reimbursed for reasonable and pre-approved out-of-pocket expenses directly related to the performance of the Services. All expenses must be supported by original receipts and approved by Client in writing prior to incurrence. * [ ] All expenses are included in the Service Provider's fees and no additional reimbursement will be provided.

3.5 Taxes: All fees are exclusive of applicable taxes, including but not limited to sales, use, and value-added taxes, which Client shall be responsible for paying where applicable.

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Article 4: Responsibilities of Parties

4.1 Client Responsibilities: Client agrees to: * (a) Provide timely access to information, resources, and personnel reasonably required for Service Provider to perform the Services. * (b) Make timely decisions and provide necessary approvals. * (c) Cooperate with Service Provider in the performance of the Services.

4.2 Service Provider Responsibilities: Service Provider agrees to: * (a) Perform the Services as defined in Exhibit A with due diligence and professionalism. * (b) Assign qualified personnel to perform the Services. * (c) Comply with all applicable laws and regulations in the performance of the Services.

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Article 5: Confidentiality

5.1 Definition: "Confidential Information" means any non-public information, whether oral, written, or visual, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, including but not limited to trade secrets, business plans, financial data, customer lists, technical data, and intellectual property.

5.2 Obligations: The Receiving Party agrees to: * (a) Keep Confidential Information strictly confidential. * (b) Use Confidential Information solely for the purpose of fulfilling its obligations under this Agreement. * (c) Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, subcontractors, or agents who have a need to know and are bound by similar confidentiality obligations.

5.3 Exceptions: Confidential Information does not include information that: * (a) Is or becomes publicly available through no fault of the Receiving Party. * (b) Was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party. * (c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. * (d) Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure. * (e) Is required to be disclosed by law or court order, provided the Receiving Party gives prior notice to the Disclosing Party to allow for protective measures.

5.4 Duration: The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of [__________] [ ] Years [ ] Indefinitely.

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Article 6: Intellectual Property

6.1 Client IP: All intellectual property owned by Client prior to this Agreement or independently developed by Client outside the scope of this Agreement ("Client Background IP") shall remain the sole property of Client.

6.2 Service Provider IP: All intellectual property owned by Service Provider prior to this Agreement or independently developed by Service Provider outside the scope of this Agreement ("Service Provider Background IP") shall remain the sole property of Service Provider. Service Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and distribute the Service Provider Background IP solely to the extent necessary to use the Deliverables.

6.3 Ownership of Deliverables: * [ ] All right, title, and interest in and to the Deliverables (including all intellectual property rights therein) created specifically for Client under this Agreement shall be owned exclusively by Client upon full payment for such Deliverables. Service Provider hereby assigns, and agrees to assign, all such rights to Client. * [ ] Service Provider retains all right, title, and interest in and to the Deliverables. Service Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and distribute the Deliverables solely for Client's internal business purposes. * [ ] Other: [____________________________________________________]

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Article 7: Representations and Warranties

7.1 Mutual Warranties: Each Party represents and warrants that: * (a) It has the full power and authority to enter into this Agreement. * (b) This Agreement constitutes a valid and binding obligation. * (c) Its execution and performance of this Agreement does not conflict with any other agreement or legal obligation.

7.2 Service Provider Warranties: Service Provider represents and warrants that: * (a) It will perform the Services in a professional and workmanlike manner, in accordance with generally accepted industry standards. * (b) The Services and Deliverables will conform to the specifications set forth in Exhibit A. * (c) It has the necessary skills, experience, and resources to perform the Services. * (d) The Deliverables will not infringe upon the intellectual property rights of any third party.

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Article 8: Indemnification

8.1 Service Provider Indemnification: Service Provider shall indemnify, defend, and hold harmless Client, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with: * (a) Any breach of Service Provider's representations or warranties hereunder. * (b) Any gross negligence or willful misconduct of Service Provider in performing the Services. * (c) Any infringement by the Deliverables of any third-party intellectual property rights.

8.2 Client Indemnification: Client shall indemnify, defend, and hold harmless Service Provider, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with: * (a) Any breach of Client's representations or warranties hereunder. * (b) Any gross negligence or willful misconduct of Client related to this Agreement. * (c) Any materials or instructions provided by Client that cause the Service Provider to infringe any third-party intellectual property rights.

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Article 9: Limitation of Liability

9.1 Limitation: EXCEPT FOR OBLIGATIONS UNDER ARTICLE 8 (INDEMNIFICATION) OR BREACH OF ARTICLE 5 (CONFIDENTIALITY), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Aggregate Liability: IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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Article 10: Independent Contractor Relationship

10.1 Independent Contractor: The relationship between Client and Service Provider is that of an independent contractor. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties.

10.2 No Authority to Bind: Neither Party has any authority to bind the other Party to any third-party agreement or obligation without the other Party's express prior written consent.

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Article 11: Governing Law and Dispute Resolution

11.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [____________________], without regard to its conflict of laws principles.

11.2 Dispute Resolution: * Negotiation: The Parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through good faith negotiations between their respective senior management. * Mediation: If the dispute cannot be resolved through negotiation within [__________] days, the Parties agree to submit the dispute to non-binding mediation with a mutually agreed-upon mediator in [____________________], [____]. * Arbitration: * [ ] If mediation fails, any unresolved dispute shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall take place in [____________________], [____], before a single arbitrator. * [ ] The Parties retain the right to pursue litigation in the state or federal courts located in [____________________], [____].

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Article 12: Miscellaneous

12.1 Notices: All notices required or permitted under this Agreement shall be in writing and sent to the contact persons and addresses specified at the beginning of this Agreement, or to such other address as either Party may designate in writing. Notices shall be deemed effective upon: * (a) Personal delivery. * (b) The next business day after sending by nationally recognized overnight courier. * (c) Three (3) business days after mailing by certified or registered mail, return receipt requested. * (d) Upon confirmation of receipt if sent by email.

12.2 Entire Agreement: This Agreement, including all attached Exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral.

12.3 Amendments: No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties.

12.4 Assignment: Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by the terms of this Agreement.

12.5 Force Majeure: Neither Party shall be liable for any delay or failure in performance hereunder due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

12.6 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.7 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures exchanged by electronic means shall be deemed original signatures.

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Execution & Signature Block

IN WITNESS WHEREOF, the Parties hereto have executed this Service Agreement as of the Effective Date.

FOR CLIENT:

______________________________ Authorized Signature

[______________________________] Printed Name

[______________________________] Title

Date: [____/____/2026]

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FOR SERVICE PROVIDER:

______________________________ Authorized Signature

[______________________________] Printed Name

[______________________________] Title

Date: [____/____/2026]

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Exhibit A: Statement of Work (SOW)

SOW ID: [TR-SOW-2026-001] Date: [____/____/2026]

1. Project Title: [____________________________________________________] 2. Project Objective: [____________________________________________________] [____________________________________________________]

3. Detailed Description of Services: * [____________________________________________________] * [____________________________________________________] * [____________________________________________________]

4. Deliverables: * Deliverable 1: [____________________] * Description: [____________________________________________________] * Due Date: [____/____/2026] * Acceptance Criteria: [____________________________________________________] * Deliverable 2: [____________________] * Description: [____________________________________________________] * Due Date: [____/____/2026] * Acceptance Criteria: [____________________________________________________] * (Add more deliverables as needed)

5. Project Schedule/Milestones:

6. Client Responsibilities/Assumptions: * [____________________________________________________] * [____________________________________________________]

7. Service Provider Personnel: * Key Contact: [____________________] * Other Personnel: [____________________]

8. Fees & Payment Schedule (if different from Article 3): * [____________________________________________________]

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Exhibit B: Pricing Schedule (Optional)

1. Fee Structure: * [ ] Fixed Price: [__________] for the entire scope of work. * [ ] Hourly Rate: [__________] per hour for [____________________] services. * [ ] Project-based Fees (per milestone): * Milestone 1: [__________] * Milestone 2: [__________] * [____________________] * [ ] Retainer Fee: [__________] per [ ] Month [ ] Quarter.

2. Expense Categories (if applicable for reimbursement): * [ ] Travel (airfare, accommodation, ground transport) * [ ] Materials/Supplies * [ ] Software/Tooling licenses specific to this project * [ ] Other: [____________________] * All expenses must adhere to Client's expense policy (attached as Exhibit C, if applicable).

3. Payment Schedule: * [ ] Upfront Deposit: [__________]% of total fixed price, due upon signing. * [ ] Installments: [____________________________________________________] * [ ] Upon Invoice: Net [__________] days.

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.