Standard Services Agreement

Always upload your project agreement and statement of work document to the Elance Private Message Board ("PMB") !his "tandard "ervices Agreement is a sample provided for your information only and may not #e relied upon as legal advice !his agreement might not #e appropriate for your re$uirements Elance makes no warranty a#out the suita#ility of this sample agreement and accepts no lia#ility arising out of the use of this agreement Please consult your legal or #usiness advisor for further information or advice

"!A%&A'& "E'()*E" A+'EEME%! !,)" A+'EEME%! is made on -Month. day. year/ BE!0EE% 1. -the Buyer/ of (the "Buyer"); and 2. -the "ervice Provider/ of (the "Service Provider"), collectively referred to as the "Parties". 'E*)!A1" he Buyer !ishes to "e #rovided !ith the Services (defined "elo!) "y the Service Provider and the Service Provider agrees to #rovide the Services to the Buyer on the terms and conditions of this Agreement. 1. 2ey !erms 1.1 "ervices he Service Provider shall #rovide the follo!ing services ("Services") to the Buyer in accordance !ith the terms and conditions of this Agreement$ [Insert a description of the Services here] 1.2 &elivery of the "ervices a. ". c. "tart date3 he Service Provider shall commence the #rovision of the Services on %insert date here&. *ompletion date3 he Service Provider shall com#lete'cease to #rovide (delete as appropriate) the Services "y'on (delete as appropriate) %insert date here& ("(om#letion )ate"). 2ey &ates3 he Service Provider agrees to #rovide the follo!ing #arts of the Services at the s#ecific dates set out "elo!$ %insert dates here&

1.* "ite he Service Provider shall #rovide the Services at the follo!ing site(s)$ %insert details here if applicable& 1.+ Price d. e. As consideration for the #rovision of the Services "y the Service Provider, the #rice for the #rovision of the Services is %insert price here& ("Price"). he Buyer shall'shall not (delete as appropriate) #ay for the Service Provider,s out-of-#oc.et e/#enses %com#rising %please insert examples here, if agreed&).

1.0 Payment f. he Buyer agrees to #ay the Price to the Service Provider on the follo!ing dates %if appropriate&$

[Specify whether the price will be paid in one payment, in installments or upon completion of specific milestones. These details should be specified here.] g. h. i. he Service Provider shall invoice the Buyer through 1lance for the Services that it has #rovided to the Buyer !ee.ly'monthly'after the (om#letion )ate& (delete as appropriate). he Buyer shall #ay such invoices !ithin 21 days of their recei#t from the Service Provider. he method of #ayment of the Price "y the Buyer to the Service Provider shall "e "y$ i. ii. iii. %chec.&%che2ue& sent to the follo!ing address$ %insert details here& !ire transfer through 1lance to the follo!ing account$ credit card #ayment through 1lance (delete as appropriate) Any charges #aya"le under this Agreement are e/clusive of any a##lica"le ta/es, tariff surcharges or other li.e amounts assessed "y any governmental entity arising as a result of the #rovision of the Services "y the Service Provider to the Buyer under this Agreement and such shall "e #aya"le "y the Buyer to the Service Provider in addition to all other charges #aya"le hereunder. +eneral terms 2.1 )ntellectual Property 'ights he Service Provider agrees to grant to the Buyer a non-e/clusive, irrevoca"le, royalty free licence to use, co#y and modify any elements of the 4aterial not s#ecifically created for the Buyer as #art of the Services. 5n res#ect of the 4aterial s#ecifically created for the Buyer as #art of the Services, the Service Provider assigns the full title guarantee to the Buyer and any all of the co#yright, other intellectual #ro#erty rights and any other data or material used or su"sisting in the 4aterial !hether finished or unfinished. 5f any third #arty intellectual #ro#erty rights are used in the 4aterial the Service Provider shall ensure that it has secured all necessary consents and a##rovals to use such third #arty intellectual #ro#erty rights for the Service Provider and the Buyer. 6or the #ur#oses of this (lause 2.1, "4aterial" shall mean the materials, in !hatever form, used "y the Service Provider to #rovide the Services and the #roducts, systems, #rograms or #rocesses, in !hatever form, #roduced "y the Service Provider #ursuant to this Agreement. 2.2 0arranty a. he Service Provider re#resents and !arrants that$ i. it !ill #erform the Services !ith reasona"le care and s.ill; and ii. the Services and the 4aterials #rovided "y the Service Provider to the Buyer under this Agreement !ill not infringe or violate any intellectual #ro#erty rights or other right of any third #arty. 3.

2.

2.* 1imitation of lia#ility ". Su"3ect to the Buyer,s o"ligation to #ay the Price to the Service Provider, either #arty,s lia"ility in contract, tort or other!ise (including negligence) arising directly out of or in connection !ith this Agreement or the #erformance or o"servance of its o"ligations under this Agreement and every a##lica"le #art of it shall "e limited in aggregate to the Price. o the e/tent it is la!ful to e/clude the follo!ing heads of loss and su"3ect to the Buyer,s o"ligation to #ay the Price, in no event shall either #arty "e lia"le for any loss of #rofits, good!ill, loss of "usiness, loss of data or any other indirect or conse2uential loss or damage !hatsoever. 7othing in this (lause 2.* !ill serve to limit or e/clude either Party,s lia"ility for death or #ersonal in3ury arising from its o!n negligence.

c. d.

2.+ !erm and !ermination e. f. his Agreement shall "e effective on the date hereof and shall continue, unless terminated sooner in accordance !ith (lause 2.+("), until the (om#letion )ate. 1ither Party may terminate this Agreement u#on notice in !riting if$

g.

h.

the other is in "reach of any material o"ligation contained in this Agreement, !hich is not remedied (if the same is ca#a"le of "eing remedied) !ithin *8 days of !ritten notice from the other Party so to do; or ii. a voluntary arrangement is a##roved, a "an.ru#tcy or an administration order is made or a receiver or administrative receiver is a##ointed over any of the other Party9s assets or an underta.ing or a resolution or #etition to !ind u# the other Party is #assed or #resented (other than for the #ur#oses of amalgamation or reconstruction) or any analogous #rocedure in the country of incor#oration of either #arty or if any circumstances arise !hich entitle the (ourt or a creditor to a##oint a receiver, administrative receiver or administrator or to #resent a !inding-u# #etition or ma.e a !inding-u# order in res#ect of the other Party. %For uropean !uyers and Service "roviders only& 5f the Buyer is a consumer and the )istance Selling )irective (:;';'1() (the ")irective") a##lies to this Agreement, the Buyer may terminate this Agreement !ithin the relevant timescales #rescri"ed "y the regulations or la!s in the relevant 4em"er State !hich im#lement the re2uirements of the )irective in res#ect of a right for the Buyer to !ithdra! from a contract. 5n the event of termination in accordance !ith this (lause 2.+(c), the lia"ility of the Buyer to the Service Provider shall "e as #rescri"ed in the )irective or in any regulations or la!s im#lementing its re2uirements in the relevant 4em"er States. Any termination of this Agreement (ho!soever occasioned) shall not affect any accrued rights or lia"ilities of either Party nor shall it affect the coming into force or the continuance in force of any #rovision hereof !hich is e/#ressly or "y im#lication intended to come into or continue in force on or after such termination.

i.

2.0 'elationship of the Parties he Parties ac.no!ledge and agree that the Services #erformed "y the Service Provider, its em#loyees, agents or su"-contractors shall "e as an inde#endent contractor and that nothing in this Agreement shall "e deemed to constitute a #artnershi#, 3oint venture, agency relationshi# or other!ise "et!een the #arties. 2.< *onfidentiality 7either Party !ill use, co#y, ada#t, alter or #art !ith #ossession of any information of the other !hich is disclosed or other!ise comes into its #ossession under or in relation to this Agreement and !hich is of a confidential nature. his o"ligation !ill not a##ly to information !hich the reci#ient can #rove !as in its #ossession at the date it !as received or o"tained or !hich the reci#ient o"tains from some other #erson !ith good legal title to it or !hich is in or comes into the #u"lic domain other!ise than through the default or negligence of the reci#ient or !hich is inde#endently develo#ed "y or for the reci#ient. 2.; %otices Any notice !hich may "e given "y a Party under this Agreement shall "e deemed to have "een duly delivered if delivered "y hand, first class #ost, facsimile transmission or electronic mail to the address of the other Party as s#ecified in this Agreement or any other address notified in !riting to the other Party. Su"3ect to any a##lica"le local la! #rovisions to the contrary, any such communication shall "e deemed to have "een made to the other Party, if delivered "y$ i. ii. iii. first class #ost, 2 days from the date of #osting; hand or "y facsimile transmission, on the date of such delivery or transmission; and electronic mail, !hen the Party sending such communication receives confirmation of such delivery "y electronic mail.

2.= Miscellaneous a. ". c. d. he failure of either #arty to enforce its rights under this Agreement at any time for any #eriod shall not "e construed as a !aiver of such rights. 5f any #art, term or #rovision of this Agreement is held to "e illegal or unenforcea"le neither the validity or enforcea"ility of the remainder of this Agreement shall "e affected. 7either Party shall assign or transfer all or any #art of its rights under this Agreement !ithout the consent of the other Party. his Agreement may not "e amended for any other reason !ithout the #rior !ritten agreement of "oth Parties.

2.

his Agreement constitutes the entire understanding "et!een the Parties relating to the su"3ect matter hereof unless any re#resentation or !arranty made a"out this Agreement !as made fraudulently and, save as may "e e/#ressly referred to or referenced herein, su#ersedes all #rior re#resentations, !ritings, negotiations or understandings !ith res#ect hereto. f. 7either Party shall "e lia"le for failure to #erform or delay in #erforming any o"ligation under this Agreement if the failure or delay is caused "y any circumstances "eyond its reasona"le control, including "ut not limited to acts of god, !ar, civil commotion or industrial dis#ute. 5f such delay or failure continues for at least ; days, the Party not affected "y such delay or failure shall "e entitled to terminate this Agreement "y notice in !riting to the other. g. his (lause 2.=(g) and (lauses 2.*, 2.0, 2.<, 2.; and 2.= of this Agreement shall survive any termination or e/#iration. h. his Agreement shall "e governed "y the la!s of the 3urisdiction in !hich the Buyer is located (or if the Buyer is "ased in more than one country, the country in !hich its head2uarters are located) (the " erritory") and the #arties agree to su"mit dis#utes arising out of or in connection !ith this Agreement to the none/clusive of the courts in the erritory. Amendments to e4isting clauses (lause(s) %insert amended clause reference#s$ here& shall "e amended to read as follo!s$

e.

*.

Additional clauses

AS >5 71SS the hands of the Parties hereto or their duly authorised re#resentatives the day and year first a"ove !ritten. S5?71) "y for and on "ehalf of -the Buyer/ ) ) )

S5?71) "y for and on "ehalf of -the "ervice Provider/

) ) )