Services Agreement
This Agreement is dated [date].
PARTIES: (1) [Supplier name] (the "Supplier"); and (2) [Customer name] (the "Customer").
The Supplier has agreed to provide, and the Customer has agreed to pay for, the Services on the terms of this Agreement.
1. Definitions
1.1"Agreement" means this agreement, including any schedule.
1.2"Charges" means the sums payable by the Customer to the Supplier for the Services, as set out in clause 3.
1.3"Confidential Information" means all information of a confidential nature disclosed by one party to the other in connection with this Agreement.
1.4"Intellectual Property Rights" means patents, copyright, trade marks, design rights, database rights, rights in confidential information and all similar rights anywhere in the world, whether registered or not.
1.5"Services" means [description of the services].
2. Supply of the Services
2.1The Supplier shall provide the Services to the Customer in accordance with this Agreement from the start date until termination.
2.2The Supplier shall provide the Services with reasonable care and skill, using appropriately qualified personnel, and shall use reasonable endeavours to meet any agreed timetable.
2.3The Customer shall give the Supplier the information, access and co-operation reasonably needed to provide the Services. Any change to the Services must be agreed in writing before it takes effect.
3. Charges and payment
3.1The Customer shall pay the Supplier [Charges] for the Services, exclusive of VAT, which the Customer shall pay in addition at the applicable rate (if the Supplier is VAT-registered).
3.2The Supplier shall invoice the Customer, and the Customer shall pay each invoice in cleared funds within 30 days of the invoice date.
3.3If the Customer fails to pay any sum by its due date, interest shall accrue on the overdue amount from the due date until payment at the rate provided by the Late Payment of Commercial Debts (Interest) Act 1998.
4. Term and termination
4.1This Agreement starts on [start date] and, unless terminated earlier, continues for 12 months.
4.2Either party may terminate this Agreement by giving the other not less than 30 days' written notice.
4.3Either party may terminate this Agreement immediately by written notice if the other commits a material breach which is not remedied within 14 days of notice requiring remedy, or if the other becomes insolvent or enters into any arrangement with its creditors.
4.4Termination does not affect any rights or liabilities that have accrued by the date of termination, or any clause intended to continue after it.
5. Intellectual property
5.1All Intellectual Property Rights in anything created by the Supplier specifically for the Customer under this Agreement shall, on payment in full, belong to the Customer, and the Supplier assigns those rights to the Customer by way of present and future assignment.
5.2Each party retains ownership of the Intellectual Property Rights it owned before this Agreement. Nothing in this Agreement transfers those rights to the other party or to anyone else.
6. Confidentiality
6.1Each party shall keep the other's Confidential Information confidential, use it only to perform this Agreement, and not disclose it except to its employees, advisers and subcontractors who need to know it and are bound by equivalent obligations, or as required by law.
6.2This clause does not apply to information that is or becomes public other than through breach, was already lawfully known to the recipient, or is independently developed. It continues for 5 years after this Agreement ends.
7. Limitation of liability
7.1Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited or excluded.
7.2Subject to the previous sub-clause, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of business or indirect or consequential loss arising under or in connection with this Agreement.
7.3Subject to the first sub-clause, each party's total aggregate liability arising under or in connection with this Agreement shall not exceed 1 times the Charges paid or payable under it.
8. Events outside a party's control
8.1Neither party is in breach of this Agreement, or liable for delay in performing it, if the delay results from an event beyond its reasonable control, provided it notifies the other promptly and uses reasonable endeavours to limit the effect.
8.2If the event continues for more than 60 days, either party may terminate this Agreement on written notice.
9. Dispute resolution
9.1The parties shall first try to resolve any dispute arising out of or in connection with this Agreement by good-faith negotiation between senior representatives for 14 days.
9.2If the dispute is not resolved, the parties shall attempt to settle it by mediation in accordance with a recognised mediation procedure before starting court proceedings, except where urgent relief is needed.
10. General
10.1Entire agreement. This Agreement is the entire agreement between the parties on its subject matter and replaces all earlier discussions and understandings.
10.2Variation. No variation of this Agreement is effective unless in writing and signed by or on behalf of both parties.
10.3Assignment. Neither party may assign or subcontract its rights or obligations without the other's prior written consent, not to be unreasonably withheld.
10.4No partnership. Nothing in this Agreement creates a partnership or agency between the parties.
10.5Notices. Notices must be in writing and sent to the other party's address stated above, or to any other address it notifies.
10.6Third parties. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
10.7Counterparts. This Agreement may be signed in counterparts, each of which is an original.
11. Governing law and jurisdiction
11.1This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by the law of England and Wales.
11.2The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.