Template – Contract for Services

Notes on use of this Template:

 This template has been developed for the acquisition services to be provided over time for the
period specified in the agreement such as janitorial services, landscape maintenance, on-site
security services, vehicle fleet maintenance, temporary help, etc. The agreement provides for a
Statement of Work to be attached as Exhibit A. The Statement of Work should describe very
specifically and with detail the work to be performed and should include as appropriate:
 Obligation of contractor to obtain/maintain necessary permits and licenses
 Provision of training for workers
 Vetting of all workers performing work under the agreement
 Specific qualifications (if any) of individual workers

 This template provides for compensation to be delineated in a document that is to be attached as

Exhibit B.

 Paragraph 3 on Expenses provides that reimbursable expenses (if any) will be detailed on Exhibit
B. Careful consideration should be given as to what expenses should be reimbursed, and language
should be included in Exhibit B to assure such expenses are reasonable and at cost.

 Paragraph 9 on Insurance specifies types and amounts of required insurance and should be
reviewed by the user’s risk management staff and/or legal counsel. ISM in no way undertakes
any recommendation in this regard, and types and amounts listed in the template may not be
appropriate for the particular services being performed under such an Agreement.

 The initial term of this agreement is one year from the effective date, however, successive renewal
periods of 30 days each will automatically extend the duration of the agreement until such time
as one party or the other gives notice to end it.

 Careful consideration should be given to identifying the appropriate individual (by name or title)
or department for the receipt of notices under Paragraph 17 on Notices to insure that such
notices will be received and acted upon in a timely manner.

 Paragraph 19 on Applicable Law and Venue specifies that the contract will be governed by the
laws of the state associated with the Customer’s address and disputes resolved in the same
jurisdiction. Users of this template may choose instead to name a specific state (users should
consult with legal counsel in making this determination).

 If the particular contractor in the agreement is an individual person rather than a company or
other business organization, additional provisions relating to independent contractor status
should be included in the agreement, such as
 Status as an independent contractor
 Contractor responsibility for all applicable insurance, including workers’
compensation
 Contractor responsibility for all taxes associated with the compensation being paid
 No contractor entitlement to benefits from customer, including unemployment
insurance
 No partnership created between contractor and customer
 Contract for Services

This Agreement for Purchase of Services (“Agreement”) is entered into and made effective as of
the ___________ day of ______________________, 20XX (“Effective Date”), by and between
_______________________________________________________________, a ____________________________ corporation,
having its offices at _________________________________________ (“Customer”), and
________________________________________, a _________________________________ corporation, having its offices
at _____________________________________________ (“Contractor”).

1. Services Provided
Contractor shall provide those services listed and described in Exhibit A attached hereto and
incorporated herein by reference (“Work”).

2. Compensation
During the term of this Agreement, the compensation payable by Customer to Contractor for Work
shall be determined in accordance with the provisions of Exhibit B attached hereto and
incorporated herein by reference.

3. Expenses
Except to the extent provided in Exhibit B, Contractor shall be responsible for all expenses
incurred while performing Work, including license fees, memberships and dues, automobile and
other travel expenses, meals and entertainment, insurance premiums and all salary, expenses and
other compensation paid to employees or contract personnel Contractor hires to complete Work.

4. Invoicing and Payment

Contractor shall issue invoices for Work on a monthly basis for Work performed during the
preceding month, detailing applicable dates, work performed and hours expended as appropriate,
consistent with the provisions of Exhibit B.

Terms of payment shall be sixty (60) days from receipt by Customer of an accurate invoice.

5. Standard of Performance and Personnel

All Work shall be performed by personal adequately trained, skilled and equipped to perform such
Work in a good and safe manner, with the degree of skill and care observed by national firms
performing the same or similar services. All personnel performing work under this Agreement
shall be W-2 employees of Contractor.

6. Inspection and Acceptance

Contractor shall permit observation of Work by Customer’s personnel at all times. If Customer
requires Contractor to remedy any deficiencies in Work, such corrections shall be made at no
additional charge to Customer. Customer’s inspection or approval of any Work or Customer’s
failure to so inspect or approve shall not be deemed an acceptance of defective work nor relieve
Contractor of its obligation and liabilities with respect to the Work.

7. Warranty
Contractor warrants that any goods or materials provided in connection with this Agreement,
shall be:
(a) free of infringements of property rights of third parties, including without limitation, any
patent, trademark, trade name, copyright or right of publicity;
 (b) free from defects in material and workmanship;
(c) of merchantable quality; and
(d) fit for the intended use of Customer, Customer’s customers and any other intended uses of
such goods or materials.

8. Indemnification
All services covered by this Agreement shall be at the sole risk of Contractor. Contractor, at its
sole expense, shall (to the fullest extent permitted by applicable law) indemnify, hold harmless,
protect, and at Customer’s request (and through legal counsel acceptable to Customer) shall
defend Customer and each of its officers, directors, affiliates, employees, representatives and
agents from and against any and all legal proceedings, judgments, claims, losses, damages, costs
and expenses, including reasonable attorneys’ fees, of whatever kind or character (“Claims”),
including without limitation Claims related to or arising from the death or bodily injury to persons
or injury or damage to any property, including the loss of use thereof, arising from, in whole or in
part, the performance of this Agreement by Contractor, its agents, subcontractors or employees,
including without limitation any Claims in any manner related to or arising from, in whole or in
part,
(a) the breach by Contractor, or any subcontractor, agent or employee of Contractor, of this
Agreement;
(b) the negligent (passive, active or gross) or willful act, conduct, omission, or fault of
Contractor, or any subcontractor, agent or employee of Contractor arising out of, in
connection with, or incidental to this Agreement or the Work to be performed
hereunder;
(c) Contractor’s failure to pay union benefit payments; and/or
(d) Contractor’s use of nonunion labor.

9. Insurance
Contractor shall maintain at its expense such insurance as will fully protect Contractor and
Customer from all claims under Workers Compensation and Occupational Disease Acts, and for
any other claims for bodily injury, including death, and for property damage, which may arise
from performance of the Work. Insurance shall be primary and shall include the following
minimum coverages:
(a) Workers Compensation Insurance (as required by statute)
(b) Employer’s Liability -- $500,000 each occurrence
(c) Comprehensive General Liability (Bodily Injury) - $1,000,000 each occurrence
(d) Comprehensive General Liability (Property Damage) -- $500,000 each occurrence
(e) Comprehensive Automobile Liability (Bodily Injury) -- $500,000 each person/$1,000,000
each occurrence
(f) Comprehensive Automobile Liability (Property Damage) -- $100,000 each occurrence
(g) Fidelity Bond (employees dishonesty) -- $25,000 for acts committed by Contractor or its
employees.
The public liability insurance specified in sections (c) and (d) above shall include coverage for
Contractor’s contractual liability under Section 8. Indemnification with limits not less than those
set forth herein. Contractor shall not undertake any Work on Customer’s premises until all
required insurance has been obtained and, upon request, certificates confirming such coverage
furnished to and approved by Customer.

10.Confidential Information
All information including, but not limited to, writings, drawings, models, trademarks and oral
disclosures, not in the public domain, received by Contractor from Customer, or learned of or
produced by Contractor in performing Work hereunder, is the sole property of Customer, shall be
held by Contractor in confidence at all times and shall not be used, or disclosed to any third party,
without Customer's prior written consent. Contractor shall have no right to use, and shall not use,
any trademark, trade name or service mark of Customer or any corporate affiliate of Customer in
any manner, including any advertisement or endorsement, except as may be expressly required to
fulfill this Agreement.

11. Duration of Agreement

This Agreement shall continue in effect for a period of one (1) year from the Effective Date.
Thereafter this Agreement shall automatically be renewed for successive thirty (30) day periods
unless terminated by either party upon thirty (30) days’ notice to the other party.

12. Cancellation for Cause

Customer may cancel this Agreement in whole or in part at any time by written notice if any of the
following events occur:
(a) any failure of performance on the part of the Contractor including, without limitation, a
breach of any warranty, express or implied, with respect to the Work;
(b) a failure, in Customer's opinion, on Contractor's part to make progress in the Work so as to
endanger its performance;
(c) Contractor ceases to conduct its operations in the normal course of business;
(d) Contractor becomes insolvent or makes attempts to make an assignment for the benefit of
creditors, or proceedings are commenced by or against Contractor under any bankruptcy,
reorganization, arrangement, insolvency, or liquidation law.

13. Termination for Convenience

Customer reserves the right to terminate this Agreement at any time by giving thirty (30) days’
written notice to Contractor of its intent to terminate, which notice shall specify a termination
date. In the event of such termination Contractor may, in writing, make claim for the cost of any
Work in process, and Contractor shall not be entitled to any other claim, remedy or damage from
Customer as a result of such termination. Any and all claims by Contractor under this provision
shall be deemed waived unless made in writing and received by Customer within ten (10)
business days from the date of termination.

14. Subcontracting/Assignment
Contractor shall not assign its rights or delegate its performance obligations under this Agreement
nor subcontract this Agreement, in whole or in part, without the prior written consent of
Customer, and no purported assignment or subcontract by Contractor shall be binding on
Customer without such written consent.

15. Audit and Examination of Records

Upon request by Customer, any duly authorized representative of Customer shall, until three (3)
years after final payment under this Agreement, have access to and right to examine directly
pertinent books, papers, documents, accounts, and records of Contractor involving transactions
related to this Agreement and to examine Contractor’s place of business as necessary to determine
whether the terms of this Agreement are being carried out.

16. Set-Off
All claims for monies due or to become due from Customer under this Agreement shall be subject
to the deduction by Customer of any set-off or counter claim arising out of this or any other of
Customer’s agreements or purchase orders with Contractor.

17. Notices
All notices required by this Agreement shall be communicated in writing either by mail or
electronically. If given by mail, notices shall be sent by certified mail, return receipt requested,
and if sent to the Customer shall be mailed to:
[Insert name or title and address]

And if sent to the Contractor shall be mailed to:

[Insert name or title and address]

If given electronically, notices shall be sent with receipt confirmation to the e-mail addresses
exchanged by the parties for such purpose.

18. Compliance with Laws

Contractor shall observe and comply with all applicable federal, state and local laws and
regulations in the performance of Work under this Agreement.

19. Applicable Law and Venue

The validity, performance, construction and effect of this Agreement shall be governed by the laws of
the state where Customer’s principal place of business is located without regard to its conflicts of law
principles. Customer and Contractor hereby submit themselves to the jurisdiction of the courts of the
state where Customer's principal place of business is located in connection with any controversy
arising under or in connection with this Agreement, waive personal service of any summons and
complaint or other process in any action brought in said courts, and agree that service thereof may be
made by registered mail, return receipt requested, directed to the other at the location specified in
Section 17. Notices hereof.

20. Entire Agreement

This Agreement, including any attachments, exhibits or supplements, constitutes the entire
agreement between Customer and Contractor with respect to the matter contained herein and
supersedes all prior oral or written representations and agreements. Any modification hereof
must be in writing and signed by both of the parties.

CUSTOMER CONTRACTOR

________________________________________________ ___________________________________________________

________________________________________________ ___________________________________________________
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