Service Center Document Template

Service Center Document Template

Parties and Effective Date

This Service Agreement ("Agreement") is entered into as of by and between Service Center: with principal place of business at and Client Name: .

Recitals

WHEREAS, Service Center operates a facility providing maintenance, repair and other technical services and possesses personnel, equipment and expertise necessary to perform the services described herein; and

WHEREAS, Client desires to engage Service Center to perform the services set forth in this Agreement at the location specified below and Service Center agrees to perform such services under the terms and conditions contained herein; and

WHEREAS, the parties intend for this Agreement to allocate responsibilities, define compensation, and provide remedies for breach as outlined below.

Scope of Work

Payment Terms

Total Compensation: $ payable as described below. Client shall pay Service Center in U.S. dollars in accordance with the schedule set forth in this Agreement.

Deposit required upon execution: $ . Late payments shall incur a late fee of % per month or a flat fee of $ , whichever is greater. Client shall also reimburse Service Center for collection costs, including reasonable attorneys' fees.

Term and Termination

Term Commencement Date: .

Term Expiration Date: .

Either party may terminate this Agreement for convenience by providing written notice at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of breach.

Confidentiality

Each party shall maintain in strict confidence all confidential information disclosed by the other party that is designated as confidential or that by its nature should be reasonably understood to be confidential ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes public without breach of this Agreement, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of the other's Confidential Information, or (iv) is required to be disclosed by law, provided the disclosing party first notifies the other and limits disclosure to the extent possible.

The receiving party shall use Confidential Information solely for the performance of this Agreement and shall return or destroy such Confidential Information upon termination or upon written request.

Representations and Warranties; Indemnity

Each party represents that it has full power and authority to enter into this Agreement. Service Center warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Client agrees to indemnify and hold Service Center harmless from third-party claims arising from Client-provided materials, client negligence, or use of deliverables outside the scope of this Agreement.

Insurance and Safety

Service Center shall maintain at its expense commercial general liability insurance and workers' compensation as required by law. Client shall provide reasonable access and a safe work environment at the service location. Neither party shall be liable for delays caused by circumstances beyond its reasonable control.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to first attempt to resolve disputes through good faith negotiation; if unresolved, disputes shall be finally resolved by binding arbitration in the county where Service Center maintains its principal place of business, in accordance with the rules selected by the parties.

Entire Agreement; Amendments

This Agreement, together with any exhibits and written schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute waiver of subsequent breaches. Assignment of this Agreement is prohibited without the prior written consent of the non-assigning party, except that Service Center may assign to an affiliate or successor entity.

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