Service Agreement Between Two Companies Template for United States

A comprehensive legal agreement governed by U.S. law that establishes the terms and conditions under which one company provides specified services to another company. This document outlines the scope of services, payment terms, performance standards, intellectual property rights, confidentiality obligations, and liability provisions. It ensures compliance with federal and state regulations while protecting both parties' interests through clearly defined rights, obligations, and remedies. The agreement includes provisions for service delivery, quality metrics, risk allocation, and dispute resolution mechanisms specific to the U.S. legal framework.

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What is a Service Agreement Between Two Companies?

The Service Agreement Between Two Companies is a fundamental commercial contract used when one business entity agrees to provide professional services to another within the United States legal framework. This document is essential for establishing clear commercial relationships, managing expectations, and mitigating risks in business-to-business service arrangements. It addresses crucial aspects such as service scope, delivery standards, payment terms, and compliance requirements under applicable U.S. federal and state laws. The agreement is particularly important in today's complex business environment where companies increasingly rely on specialized service providers for various business functions. It provides legal protection for both parties while ensuring clarity in their business relationship through detailed specifications of rights, obligations, and remedies.

What sections should be included in a Service Agreement Between Two Companies?

1. Parties: Identifies and provides full legal details of both companies entering into the agreement

2. Background: Explains the context and purpose of the agreement, including brief description of both companies' business activities

3. Definitions: Defines key terms used throughout the agreement to ensure clear interpretation

4. Services: Detailed description of the services to be provided, including scope and deliverables

5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

6. Payment Terms: Fees, payment schedule, invoicing process, and payment methods

7. Service Levels: Performance standards, metrics, and quality requirements for the services

8. Obligations of Service Provider: Specific responsibilities and commitments of the service provider

9. Obligations of Client: Specific responsibilities and commitments of the client company

10. Intellectual Property Rights: Ownership and usage rights of any IP created or used during service provision

11. Confidentiality: Protection of confidential information shared between parties

12. Liability and Indemnification: Allocation of risks and responsibilities for damages or losses

13. Insurance: Required insurance coverage to be maintained by both parties

14. Force Majeure: Provisions for handling circumstances beyond parties' control

15. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution

16. General Provisions: Standard legal clauses including notices, amendments, and assignment

What sections are optional to include in a Service Agreement Between Two Companies?

1. Data Protection: Required when services involve handling personal or sensitive data

2. Compliance with Laws: Detailed compliance requirements for regulated industries or specific legal frameworks

3. Change Control: Process for managing changes to services or agreement terms, useful for long-term or complex services

4. Disaster Recovery: Required when service continuity is critical to client operations

5. Personnel: Included when specific qualifications or security clearances are required for service delivery staff

6. Non-Competition: Added when there are competitive concerns between the parties

7. Transition Services: Important for complex services requiring handover periods

8. Audit Rights: Included when client needs rights to audit service provider's operations or compliance

9. Security Requirements: Necessary when services involve access to sensitive systems or facilities

What schedules should be included in a Service Agreement Between Two Companies?

1. Schedule A - Service Description: Detailed technical specifications and scope of services

2. Schedule B - Service Levels: Detailed performance metrics, measurement methods, and remedies

3. Schedule C - Pricing and Payment: Detailed fee structure, rates, and payment terms

4. Schedule D - Key Personnel: List of key staff members and their roles

5. Schedule E - Security Requirements: Detailed security protocols and requirements

6. Schedule F - Implementation Plan: Timeline and milestones for service implementation

7. Appendix 1 - Form of Change Order: Template for documenting agreed changes to services

8. Appendix 2 - Reporting Requirements: Templates and specifications for required service reports

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Publisher

Genie AI

Document Type

Service Agreement

Cost

Free to use

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