You may want to consider having an official, legal document such as a service agreement. While this probably won’t be what you and your legal counsel draw up, feel free to use this as a general template. Use it as a starting point. This does not constitute legal advice and you should always have legal counsel review any and all documents prior to entering into any type of legal agreement.
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“SERVICE AGREEMENT” (or whatever your company calls this)
This section should be the opening paragraph of your agreement. It should not who is entering into the agreement, the date of inception, and the address of each of the companies involved.
Agreement.
What this agreement is about and why you are entering into it.
The Work. Describe the general nature of the work, where the work will be performed, and how often it will be performed. This is the generalized structure of your work product.
Confidentiality. This should be a general statement of confidentiality - you keep their secrets, they keep yours.
Billing and Payment Terms. Include the cost, the method of payment, when payment is due, and any fees that will be incurred for late payments.
Term of Agreement. How long is this agreement in force? How does it get renewed? How do you or the client break it?
Client Obligations.
What do you require from the client before you will do any work on their systems or network? Do you require them to show you licenses for software? Do you require them to pay for an inventory first? Do you require that they do their own backups or will you do that for them? And what happens if a system fails - who is responsible and who is liable? You should ask your legal expert about a “hold harmless” clause.
<Company> Status.
This should explain your status as it relates to the client. Are you an independent contractor? Are your employees allowed to be hired by the client? All the things that define your status should be included here.
Limitation of Liability.
Your legal professional should draft a Limitation of Liability clause for your contract.
Miscellaneous.
This is the catch-all for anything that doesn’t fit above: notices, demand, what is considered the contractually-obligated way to communicate, etc.
Choice of Law, Venue. Be sure to include which state has the jurisdiction over your relationship.
Entire Agreement & Modifications. What goes here is a lot of legal language that us earthlings don’t understand. Ask your attorney if it should be addressed.
Signatures. This is your closing line that confirms you are executing the agreement. Your counsel may also recommend that you include witness signatures.
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<Company> Representative <Client> Representative
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Title Title
____________________ _____________________
Date Date
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Appendix A (appendices are typically on their own pages)
Effective <Insert Date>
This appendix should include your detailed rates, any fees or reimbursements, any minimum hourlies, or any other details that were referenced in the body of the agreement.
