Service Agreement Template
Build a free service agreement for selling your services to a client, then download it as a PDF or Word file. Choose a fixed fee, hourly billing or a monthly retainer, and the contract fills in scope, change orders, client responsibilities, acceptance, a warranty with a disclaimer, a liability cap, termination and governing law for your state. It is written for the business providing the services; to hire a freelancer, use the independent contractor agreement instead.
Not legal advice. This generator fills in a general-purpose template. Contract and employment rules vary by state, and your situation may need terms this template does not cover. Have an attorney licensed in your state review the agreement before anyone signs it.
The preview updates as you type.
1. Parties and date
Provider (your business)
Client
2. Scope of services
Deliverables (optional)
Anything not listed is out of scope and needs a written change order.
3. Fees and payment
Invoiced at the start of each month.
Capped at the maximum rate your state allows, if lower.
4. Term, acceptance and options
Best for project work the client signs off on. Ongoing services usually skip it.
Each side covers third-party claims caused by its own conduct or materials.
5. Governing law and disputes
Optional, e.g. Travis County
Lawsuits go to state or federal court in the chosen county.
Every required field is filled in. PDF opens your browser's print dialog: choose "Save as PDF".
Service Agreement
This Service Agreement (this "Agreement") is entered into as of November 2, 2026 (the "Effective Date") between:
Summit Ridge Marketing LLC, a Colorado limited liability company, with a mailing address at 1600 Wynkoop Street, Suite 200, Denver, CO 80202 ("Provider"); and
Rivera Family Dental, P.C., a Colorado corporation, with a mailing address at 4350 E Colfax Avenue, Denver, CO 80220 ("Client").
Provider is in the business of providing the services described below, and Client wants to buy them. The parties therefore agree as follows:
1. Services
(a) Provider will provide the following services to Client (the "Services"): Monthly local search marketing for Client's dental practice: Google Business Profile management, search engine optimization of Client's website, and management of Client's Google Ads account. Client pays its ad spend directly to Google.
(b) The Services include the following deliverables (the "Deliverables"):
- An audit of the website, Google Business Profile and Google Ads account in the first 30 days
- Four Google Business Profile posts and draft replies to new reviews each month
- A monthly report on rankings, calls, form leads and ad results by the 10th of each month
(c) Work not described in this section is outside the scope of this Agreement and requires a change order under the Change Orders section.
2. Fees and Payment
(a) Client will pay Provider $2,400.00 per month for the Services, invoiced at the start of each month for that month's Services. Unused time or services do not carry over to the next month.
(b) Client will pay each invoice within 15 days after receiving it. Overdue amounts accrue a late charge of 1.5% per month, or the maximum rate permitted by law if lower, from the due date until paid. If an undisputed invoice is more than 15 days overdue, Provider may suspend the Services after giving Client 5 days' written notice.
(c) Fees do not include sales, use or similar taxes. Client will pay any such taxes that apply to the Services, other than taxes on Provider's income.
(d) Client will reimburse reasonable out-of-pocket expenses that Client approves in writing in advance, at cost, when Provider submits receipts.
3. Change Orders
Either party may request a change to the Services. A change takes effect only when both parties approve a written change order (an exchange of emails is enough) describing the change and any adjustment to the fees and schedule. Until then, Provider will keep performing the Services as described in this Agreement.
4. Client Responsibilities
(a) Client will provide the information, materials, access, decisions and approvals that Provider reasonably needs to perform the Services, on time, and will name one person with authority to make decisions for Client.
(b) If Client's delay or failure to meet these responsibilities delays the Services, Provider's deadlines are extended by a reasonable amount, and additional work caused by the delay may be charged under a change order.
(c) Client is responsible for the materials it provides and confirms that it has the rights Provider needs to use them for the Services.
5. Warranties and Disclaimer
(a) Provider warrants that it will perform the Services in a professional and workmanlike manner, consistent with generally accepted standards in its industry. If Client notifies Provider in writing within 30 days after a Service is performed that it did not meet this warranty, Provider will, at its option, re-perform the nonconforming Service or refund the fees paid for it. This is Client's exclusive remedy for breach of this warranty.
(b) Each party warrants that it has the authority to enter into and perform this Agreement.
(c) EXCEPT AS STATED IN THIS SECTION, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT GUARANTEE ANY PARTICULAR BUSINESS RESULT FROM THE SERVICES.
6. Intellectual Property
(a) When Client has paid all fees due for a Deliverable, Provider assigns to Client all right, title and interest in that Deliverable as created specifically for Client, including the intellectual property rights in it.
(b) Provider keeps ownership of its pre-existing materials, tools, templates, methods and general know-how, and of anything it develops that is not specific to Client ("Provider Materials"). To the extent Provider Materials are included in a Deliverable, Provider grants Client a non-exclusive, perpetual, royalty-free license to use them as part of that Deliverable.
(c) Client keeps ownership of the materials it provides and grants Provider a limited license to use them only to perform the Services.
7. Confidentiality
(a) Each party (the "Recipient") will keep confidential all non-public information of the other party that is marked confidential or that a reasonable person would understand to be confidential, will use it only to perform or receive the Services, and will protect it with at least reasonable care. The Recipient may share it only with its employees and contractors who need it for this Agreement and are bound by confidentiality duties at least as protective as these.
(b) These duties do not apply to information that is or becomes public through no fault of the Recipient, that the Recipient already knew without restriction, that it receives from a third party without a duty of confidentiality, or that it develops independently. The Recipient may disclose information when required by law, after giving prompt notice where legally permitted.
(c) These obligations last during this Agreement and for 3 years after it ends, and for any trade secret, for as long as it remains a trade secret under applicable law.
Protected rights. Nothing in this Agreement prohibits either party from reporting a possible violation of law to, filing a charge or complaint with, or participating in an investigation by any government agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission and the National Labor Relations Board, or from making other disclosures protected by whistleblower laws. No notice to or consent from the other party is required.
8. Relationship of the Parties
Provider is an independent contractor. Provider controls how, when and where it performs the Services and is solely responsible for its personnel, including their pay, benefits, taxes and supervision. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship, and neither party may bind the other.
9. Indemnification
(a) Provider will defend, indemnify and hold harmless Client from third-party claims, and related losses, damages and reasonable attorney fees, to the extent arising from Provider's negligence or willful misconduct or from a claim that a Deliverable (excluding materials Client provided) infringes a third party's intellectual property rights.
(b) Client will defend, indemnify and hold harmless Provider from third-party claims, and related losses, damages and reasonable attorney fees, to the extent arising from materials Client provided or from Client's use of a Deliverable in a way Provider did not recommend or authorize.
(c) The party seeking indemnification must give prompt written notice of the claim, let the indemnifying party control the defense and settlement, and reasonably cooperate at the indemnifying party's expense. No settlement may impose obligations on the indemnified party without its consent.
10. Limitation of Liability
EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS, (B) BREACH OF THE CONFIDENTIALITY SECTION, (C) GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, AND (D) CLIENT'S OBLIGATION TO PAY FEES OWED, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.
EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS, (B) BREACH OF THE CONFIDENTIALITY SECTION, (C) GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, AND (D) CLIENT'S OBLIGATION TO PAY FEES OWED, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES CLIENT PAID TO PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
11. Term and Termination
(a) This Agreement starts on the Effective Date and continues for 6 months. After that, it renews automatically for successive one-month periods unless either party gives written notice of non-renewal at least 30 days before the end of the current period.
(b) Either party may terminate this Agreement for any reason by giving 30 days' written notice.
(c) Either party may terminate this Agreement immediately by written notice if the other party materially breaches it and does not cure the breach within 15 days after receiving written notice describing it.
(d) On termination, Client will pay for Services performed and approved expenses incurred through the termination date, and Provider will deliver the Deliverables Client has paid for.
12. Governing Law
This Agreement is governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules.
13. Dispute Resolution
Any lawsuit arising out of or relating to this Agreement must be brought exclusively in the state or federal courts located in Denver County, Colorado, and each party consents to the personal jurisdiction of those courts. Either party may bring a claim that qualifies for small claims court in that court.
14. General Terms
Entire agreement. This Agreement is the parties' entire agreement on its subject and replaces all prior proposals, negotiations and understandings about it.
Amendments and waivers. A change to this Agreement is effective only if it is in writing and signed by both parties. A party's failure to enforce a provision is not a waiver of it.
Assignment. Neither party may assign this Agreement without the other party's written consent, except to a successor in a merger, acquisition or sale of all or substantially all of its business or assets. Any other attempted assignment is void.
Notices. Notices under this Agreement must be in writing and delivered by hand, by a nationally recognized courier, or by certified mail to the mailing address stated above for the receiving party (or another address it designates by notice), or by email to the email address under its signature. A notice is effective when received.
Force majeure. Neither party is liable for a delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, such as natural disasters, war, government action, or widespread internet or utility outages, if it gives prompt notice and resumes performance as soon as practicable.
Severability. If a court finds any provision unenforceable, that provision will be enforced to the maximum extent permitted and the rest of this Agreement remains in effect.
Survival. Provisions that by their nature should survive the end of this Agreement survive, including payment obligations, intellectual property, confidentiality, indemnification, limitation of liability and dispute resolution.
Counterparts and electronic signatures. This Agreement may be signed in counterparts and with electronic signatures, each of which is an original and all of which together are one agreement.
By signing below, the parties agree to this Agreement as of the Effective Date.
PROVIDER
Summit Ridge Marketing LLC
Name: Alex Romero
Title: Owner
Email: alex@example.com
Date: ____________________
CLIENT
Rivera Family Dental, P.C.
Name: Elena Rivera, DDS
Title: President
Email: elena@example.com
Date: ____________________
Template from jupid.com. Not legal advice; have an attorney licensed in your state review it before signing.
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How to Use the Service Agreement Generator
- Enter your business and the client. Legal names, mailing addresses, and the person who signs for each business.
- Write the scope. Describe the services and list the deliverables. Be specific: the scope is what the client can hold you to and what protects you from unpaid extra work.
- Set fees and terms. Choose fixed fee, hourly or monthly retainer, the payment window and an optional late fee, then the term, acceptance review and indemnification.
- Pick the state and download. Choose the governing law and how disputes are handled, then download the PDF or Word file and send it for signature.
The template suits agencies, consultants, bookkeepers, designers, IT and marketing firms, cleaners and other businesses selling services to other businesses. It is not built for consumer contracts, construction work with lien rules, or regulated services such as healthcare.
What This Service Agreement Covers
| Section | What it does |
|---|---|
| Services | Scope and deliverables; anything else is out of scope. |
| Fees and Payment | Fixed fee, hourly or retainer; payment window, late fee, suspension for non-payment, sales tax and expenses. |
| Change Orders | Scope changes only through a written change order with the fee and schedule impact. |
| Client Responsibilities | Information, access and approvals on time; client delays extend deadlines. |
| Acceptance (optional) | A review period, fixes for real defects, and deemed acceptance if the client stays silent. |
| Warranties and Disclaimer | Workmanlike performance with a 30-day re-perform or refund remedy; no other warranties. |
| Intellectual Property | Client owns paid-for deliverables; the provider keeps its tools and know-how. |
| Confidentiality | Mutual protection of non-public information, with the whistleblower carve-out. |
| Relationship of the Parties | The provider is independent and responsible for its own staff. |
| Indemnification (optional) | Each side covers claims caused by its own conduct or materials. |
| Limitation of Liability | No indirect damages; cap at 12 months of fees, or the project fee. |
| Term and Termination | Project or fixed term, optional renewal, notice to end early, payment through the end date. |
| Governing Law, Disputes, General Terms | State law, courts or arbitration, force majeure and standard terms. |
Service Agreement vs Independent Contractor Agreement
Both contracts describe an independent business doing work for someone else, but each is drafted to protect a different side.
| Service agreement | Independent contractor agreement | |
|---|---|---|
| Who usually drafts it | The business selling the services | The business hiring the worker |
| Main concerns | Scope creep, getting paid, client delays, warranty limits | Worker classification, IP ownership, confidentiality |
| Key clauses | Change orders, client responsibilities, acceptance, disclaimer | Contractor status, W-9 and 1099-NEC, work made for hire, non-solicitation |
| Typical parties | Agency or firm and its customer | Business and a freelancer or small firm |
If you are the one hiring, use the independent contractor agreement template. If you are a one-person business selling to a client in California, New York or Illinois, the client must give you a written contract with specific contents under the state freelance laws; the contractor agreement page explains them. To share sensitive information before you sign, use an NDA first.
Scope, Change Orders and Acceptance
Most service disputes start with scope. A client who asks for "a few more pages" or "one more round of edits" is acting in good faith; the contract decides whether that request is included or billable. Three clauses work together here:
- The scope. The Services section lists what is included and states that anything else is out of scope.
- Change orders. A change takes effect only when both sides approve it in writing, including the new fee and schedule. An email exchange counts, so it adds little friction.
- Acceptance. For project work, the client gets a set number of business days to accept a deliverable or list real defects. Silence or using the work in the business counts as acceptance, so a project cannot stay open forever.
The Client Responsibilities section closes the loop: if the client is late with content, access or approvals, your deadlines move and the extra work can be billed through a change order.
Fees, Late Fees and Taxes on Services
Retainers are invoiced at the start of each month, hourly work monthly in arrears, and fixed fees on delivery, with an optional deposit on signing. Net 15 or net 30 is typical between businesses. A late fee is collectible only if the signed contract states it; 1% to 1.5% per month is common, and the template caps it at the legal maximum where a state's limit is lower. After an invoice is 15 days overdue, the provider may pause work on 5 days' written notice.
Sales tax on services depends on the state. Many states tax few services, while Hawaii, New Mexico and South Dakota tax most of them and others tax specific services such as data processing. The agreement makes the client responsible for any sales tax that applies; check your state's rate with the sales tax calculator.
On income tax, a business client will usually ask for your Form W-9 and, if you are not a corporation, will file Form 1099-NEC once it pays you $2,000 or more in 2026. Report all of the income either way, and send invoices that match the agreement with the invoice generator.
Warranties, Disclaimers and Liability Caps
The template gives one clear promise: the services will be performed in a professional and workmanlike manner. If they are not, the client has 30 days to say so and the provider re-performs the work or refunds that part of the fee. Every other warranty, including implied warranties of merchantability and fitness for a particular purpose, is disclaimed in capital letters, and the provider does not promise business results such as rankings or revenue.
Liability is capped at the fees paid in the 12 months before a claim (or the full fee for a fixed-fee project), and indirect damages such as lost profits are excluded. The cap does not cover indemnification, breach of confidentiality, gross negligence, willful misconduct, fraud or unpaid fees. Larger clients may ask for a higher cap; insurance is often the better answer.
Worked Example: A $2,400 Monthly Marketing Retainer
The prefilled example is a Denver marketing agency, Summit Ridge Marketing LLC, managing search and Google Ads for a dental practice. The practice pays $2,400.00at the start of each month, within 15 days of the invoice, for a 6-month term that then renews month to month until either side gives 30 days' notice. Ad spend goes straight to Google, so it stays out of the fee. A 1.5% monthly late charge applies to overdue invoices. Acceptance review is off because the work is ongoing; mutual indemnification is on. Liability is capped at the fees paid in the prior 12 months, at most $28,800.00 after a full year.
Frequently Asked Questions
Official References
- 15 U.S.C. § 7001: Electronic Signatures in Global and National Commerce Act
Electronic signatures and records are valid for contracts in interstate commerce.
- American Arbitration Association: Rules
The Commercial Arbitration Rules used by the arbitration option.
- IRS Form W-9
What business clients ask a service provider for before the first payment.
- IRS: Am I Required to File a Form 1099?
The $2,000 Form 1099-NEC threshold for payments made after December 31, 2025.
- California Business and Professions Code § 18103
Written contract rules when a California business hires a one-person freelancer.
Verified October 2026. This page and the generated agreement are general information, not legal advice. Contract, late-fee and sales tax rules vary by state; have an attorney review your agreement before you sign it.