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Free Service Agreement Template
A professional agreement for B2B service providers and their clients. Define scope, fees, and terms, then download a ready-to-sign PDF.
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SERVICE AGREEMENT
Professional Services Agreement · Governed By The Law Of The State Of California
SERVICE PROVIDER
Apex Creative Studio LLC
340 Design District, Los Angeles, CA 90013
CLIENT
Northgate Retail Inc.
2100 Commerce Blvd, San Diego, CA 92101
Effective: April 1, 2026 to June 30, 2026
$12,500.00 · Fixed-Price · California
This Service Agreement (this "Agreement") is entered into as of April 1, 2026 by and between Apex Creative Studio LLC (tel. (213) 555-0142 · email hello@apexcreative.io) ("Provider") and Northgate Retail Inc. (tel. (619) 555-0987 · email ops@northgateretail.com) ("Client"). This Agreement is governed by the law of the State of California. The Parties agree as follows:
1.
SCOPE OF SERVICES
Provider agrees to perform the following services for Client: Design and development of a responsive e-commerce website including homepage, product catalog, shopping cart, and checkout flow, with mobile-first design and CMS integration.
Deliverables: Figma design files, production-ready website code, CMS training session, and 30-day post-launch technical support.
This is a contract for professional services governed by the common law of the State of California (see Restatement (Second) of Contracts §§224, 237, 241 on conditions and material breach), not the sale of goods under UCC Article 2 — except that, for any mixed transaction deemed predominantly a sale of goods under the "predominant purpose" test (Bonebrake v. Cox, 499 F.2d 951 (8th Cir. 1974)), UCC Article 2 governs that portion only. Provider shall perform with the degree of skill and care customary in its profession (the implied warranty of workmanlike performance).
Deliverables: Figma design files, production-ready website code, CMS training session, and 30-day post-launch technical support.
This is a contract for professional services governed by the common law of the State of California (see Restatement (Second) of Contracts §§224, 237, 241 on conditions and material breach), not the sale of goods under UCC Article 2 — except that, for any mixed transaction deemed predominantly a sale of goods under the "predominant purpose" test (Bonebrake v. Cox, 499 F.2d 951 (8th Cir. 1974)), UCC Article 2 governs that portion only. Provider shall perform with the degree of skill and care customary in its profession (the implied warranty of workmanlike performance).
2.
FEES AND PAYMENT
Client shall pay Provider $12,500.00 (fixed price) for the Services. Payment shall be 50% due on signing and 50% due on final delivery. All invoices are Net 15. Late payments accrue interest at 1.5% per month on the outstanding balance, not to exceed the maximum rate permitted by the usury and consumer-protection law of the State of California. Client shall reimburse Provider for pre-approved expenses within fifteen (15) days of invoice.
3.
TERM
This Agreement commences on April 1, 2026 and continues until June 30, 2026, unless earlier terminated under its terms.
4.
INDEPENDENT CONTRACTOR
Provider is an independent contractor, not an employee, partner, or agent of Client, and is solely responsible for its own taxes, insurance, and benefits; Client shall report payments on IRS Form 1099-NEC, required under IRC §6041A for non-employee compensation of $600 or more where applicable. Nothing herein creates an employment relationship or subjects Client to the Fair Labor Standards Act (29 U.S.C. §201 et seq. (Fair Labor Standards Act)) with respect to Provider. The Parties intend the classification to satisfy Cal. Lab. Code §2775 (AB 5, codifying Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018)). Provider may perform services for other clients absent a conflict of interest.
5.
INTELLECTUAL PROPERTY
Work-product ownership: Client (work-for-hire). All intellectual property created by Provider under this Agreement shall vest in Client upon full payment; Provider may list the project in its portfolio unless otherwise agreed in writing. Any pre-existing intellectual property of either Party remains solely owned by that Party.
6.
CONFIDENTIALITY
Each Party shall hold the other’s confidential information in strict confidence and shall not disclose it to any third party without prior written consent. This obligation survives for 1 year after termination. Trade secrets are additionally protected under the federal Defend Trade Secrets Act (18 U.S.C. §§1836–1839 (Defend Trade Secrets Act of 2016)); the DTSA whistleblower-immunity notice (18 U.S.C. §1833(b)(3)) applies. Exceptions apply to information that is publicly known, independently developed, or required to be disclosed by law.
7.
LIMITATION OF LIABILITY AND INDEMNIFICATION
Each Party’s total aggregate liability under this Agreement shall not exceed the total fees paid or payable under this Agreement. Neither Party shall be liable for indirect, incidental, consequential, or punitive damages. Limitations of liability in an arm’s-length commercial contract between sophisticated parties are generally enforceable and do not implicate the public-interest exception of Tunkl v. Regents of the University of California, 60 Cal. 2d 92 (1963); nothing herein limits liability for gross negligence, willful misconduct, fraud, or any matter that may not be limited under the law of the State of California.
Indemnification. Each Party shall indemnify and hold the other harmless from third-party claims arising from its own negligence, willful misconduct, or breach of this Agreement. The Parties acknowledge that, under Cal. Civ. Code §2782, In construction contracts, a clause purporting to indemnify the indemnitee for its own active negligence or willful misconduct is void; outside construction, commercial indemnity for the indemnitee’s own negligence must be clearly and explicitly stated to be enforceable. This indemnity shall be construed and limited accordingly.
Indemnification. Each Party shall indemnify and hold the other harmless from third-party claims arising from its own negligence, willful misconduct, or breach of this Agreement. The Parties acknowledge that, under Cal. Civ. Code §2782, In construction contracts, a clause purporting to indemnify the indemnitee for its own active negligence or willful misconduct is void; outside construction, commercial indemnity for the indemnitee’s own negligence must be clearly and explicitly stated to be enforceable. This indemnity shall be construed and limited accordingly.
8.
WARRANTY
Provider warrants only that the Services will be performed in a professional and workmanlike manner consistent with industry standards; to the extent any deliverable constitutes "goods," the implied warranties under UCC §§2-314 and 2-315 apply to that component unless effectively disclaimed.
9.
AUTOMATIC RENEWAL
This Agreement shall automatically renew for successive terms of one (1) year unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
Federal Framework. Any automatic-renewal offer to a consumer is subject to the Restore Online Shoppers’ Confidence Act (15 U.S.C. §§8401–8405 (Restore Online Shoppers’ Confidence Act)). The FTC "Click-to-Cancel" / Negative Option Rule (16 C.F.R. Part 425) was vacated nationwide by the Eighth Circuit in Custom Communication, Inc. v. FTC (8th Cir. July 8, 2025) on procedural grounds and is NOT in effect. The Restore Online Shoppers’ Confidence Act, state automatic-renewal laws, Section 5 of the FTC Act, and state UDAP statutes remain the operative framework.
Federal Framework. Any automatic-renewal offer to a consumer is subject to the Restore Online Shoppers’ Confidence Act (15 U.S.C. §§8401–8405 (Restore Online Shoppers’ Confidence Act)). The FTC "Click-to-Cancel" / Negative Option Rule (16 C.F.R. Part 425) was vacated nationwide by the Eighth Circuit in Custom Communication, Inc. v. FTC (8th Cir. July 8, 2025) on procedural grounds and is NOT in effect. The Restore Online Shoppers’ Confidence Act, state automatic-renewal laws, Section 5 of the FTC Act, and state UDAP statutes remain the operative framework.
10.
TERMINATION
Either Party may terminate this Agreement for cause on written notice if the other materially breaches and fails to cure within fifteen (15) days. On termination, Client shall pay for all work completed through the termination date, and Provider shall deliver all completed work product on receipt of final payment.
11.
DISPUTE RESOLUTION
Any dispute arising under this Agreement shall first be submitted to mediation in the State of California before either Party may litigate; mediation costs shall be shared equally.
12.
ADDITIONAL TERMS
Provider may use subcontractors for development tasks with prior written Client approval. Client shall provide all required content and brand assets within 5 business days of kickoff.
13.
GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles, and the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State. The Parties acknowledge that a choice-of-law or forum-selection clause is generally enforceable where the chosen State bears a reasonable relationship to the Parties or the transaction and enforcement is not contrary to a fundamental public policy of a State with a materially greater interest (Restatement (Second) of Conflict of Laws §187).
14.
GENERAL PROVISIONS
This Agreement is the entire agreement between the Parties and supersedes all prior negotiations and understandings. Amendments must be in writing and signed by both Parties. If any provision is unenforceable, the remainder continues in full force and effect. Notices are effective when received at the contact information above. This Agreement may be executed in counterparts, including by electronic signature.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
SERVICE PROVIDER
Apex Creative Studio LLC
Authorized Representative
Date: ____________________
CLIENT
Northgate Retail Inc.
Authorized Representative
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is a Service Agreement?
A Service Agreement is a legally binding contract used throughout the United States between a service provider and a client that outlines exactly what services will be provided, how they will be delivered, when, for how much, and under what terms. It establishes clear expectations about deliverables, timelines, payment, and responsibilities for both parties under American contract law.
Whether you provide consulting, design, maintenance, or specialized professional services, a written agreement protects both you and your client. It prevents misunderstandings about scope, reduces scope creep, clarifies payment terms, and provides a legal framework if disputes arise.
In the United States, service agreements are governed by U.S. state contract law. A well-drafted American agreement includes specific terms about compensation, liability, confidentiality, intellectual property, insurance, and dispute resolution.
What's Covered in This Template
Doxuno's Service Agreement template includes all essential clauses for US enforceability, plus expert sections for protecting both parties in professional service engagements.
Service Description
Fee and Payment Terms
Term and Timeline
Intellectual Property
Confidentiality
Liability and Insurance
Expenses and Reimbursement
Termination and Exit
Dispute Resolution
Client Responsibilities
Amendments and Changes
Warranties and Disclaimers
How to Create Your Service Agreement
Follow these five steps to create a professional agreement that protects both you and your client.
- 1
Identify the service provider and client
Enter the full legal names, addresses, and contact details of both the service provider (you or your company) and the client. Use official business names for clarity and legal accuracy.
- 2
Describe the services in detail
Clearly define what services you will provide, what deliverables will be produced, timelines, and any specific performance standards or expectations. Be comprehensive to prevent scope creep.
- 3
Specify fees and payment terms
Set your service fee or hourly rate, billing schedule, payment method, and terms. Clarify whether expenses are included or billed separately and specify late payment penalties if applicable.
- 4
Address liability and confidentiality
Define your liability limitations, insurance requirements, and confidentiality obligations. Specify what happens if you breach the agreement and what remedies are available to the client.
- 5
Set term and termination, then download
Specify the contract term, renewal conditions, and termination rights. Determine notice periods and exit procedures. Download the completed agreement as a professional PDF ready for signatures.
Why Doxuno documents are different
Four things that make our templates more thorough than AI-generated drafts and more current than static template libraries.
Always current
Always current with the law
Templates carrying statute references are continuously updated as the law changes. Your document always reflects the current legal framework.
Free PDF
Print-ready PDF
Free to download. Vector text, embedded fonts, statute citations baked in. Print, sign, file. Ready for any signing flow including electronic signature.
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Continue editing in Word after download. Add custom clauses, reuse the template for similar agreements, or share with a colleague for collaborative review.
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Legal Considerations for Service Agreements
While this template is designed to work across all U.S. states, there are some important American legal considerations you should understand about service agreements and liability.
This template is provided for informational purposes and does not constitute legal advice. For high-value engagements, complex intellectual property situations, or if you have questions about your specific state's requirements, consult a licensed attorney.
Reviewed by legal professionals. The content on this page and the template clauses have been reviewed by licensed attorneys in the United States to ensure accuracy and legal soundness for standard service engagements.
Limitation of Liability
U.S. limitation of liability clauses help protect service providers from unexpected large damages if something goes wrong. However, these American clauses cannot eliminate all liability. Consider what risks you want to protect against and consult an attorney about appropriate caps.
Intellectual Property Ownership
The U.S. template specifies that the service provider retains IP ownership unless the American client explicitly pays for and receives ownership rights. If you prefer to assign ownership to the client, you can modify this clause. Be clear about what IP is being transferred.
Insurance and Professional Liability
Many U.S. clients require service providers to carry professional liability insurance. If you operate in a regulated American industry or serve large corporate clients, have appropriate insurance coverage and include clear information about it in your agreement.
State-Specific Variations
Some U.S. states have specific rules about service provider liability and consumer protection. Review your American state's laws, especially if your services fall under regulated categories like construction, electrical work, or professional consulting in the United States.
Frequently Asked Questions
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