This Service Agreement (the “Agreement”) is entered into and effective as of Start date (the “Effective Date”), by and between Client’s name (the “Client”) and Service provider’s name (the “Service Provider”).

The Client wishes to engage the Service Provider to provide certain services, and the Service Provider agrees to provide those services on the terms set out below. In consideration of the mutual covenants in this Agreement, the parties agree as follows:

1. Services

The Service Provider shall provide the following services (the “Services”): Description of services.

The Service Provider shall perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

2. Term

This Agreement begins on the Effective Date and continues until the Services are completed and accepted by the Client, unless terminated earlier in accordance with this Agreement.

3. Compensation

In consideration of the Services, the Client shall pay the Service Provider a fixed fee of Amount USD. Unless stated otherwise, payment is due within 14 days of the invoice date.

4. Late Payment

Any undisputed amount not paid when due shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law if lower, from the due date until paid in full.

5. Independent Contractor

The Service Provider is an independent contractor, not an employee, partner, or agent of the Client. The Service Provider is responsible for all taxes, insurance, and other obligations relating to the compensation paid under this Agreement and is not entitled to any employee benefits. The Service Provider controls the manner and means of performing the Services.

6. Intellectual Property

Upon full payment of all amounts due under this Agreement, the Service Provider assigns to the Client all right, title, and interest in the deliverables created specifically for the Client under this Agreement (the “Work Product”). The Service Provider retains ownership of any pre-existing materials, tools, and know-how, and grants the Client a non-exclusive license to use them as incorporated into the Work Product.

7. Confidentiality

Each party may receive confidential information of the other party in connection with this Agreement. Each party shall keep the other's confidential information in confidence, use it only to perform this Agreement, and not disclose it to any third party without the other party's prior written consent. This obligation continues for two (2) years after this Agreement ends.

8. Warranties

The Service Provider warrants that the Services will be performed in a professional and workmanlike manner. Except as expressly stated in this Agreement, the Services and deliverables are provided “as is,” and the Service Provider disclaims all other warranties, express or implied, including any implied warranties of merchantability and fitness for a particular purpose.

9. Limitation of Liability

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, or consequential damages. Each party's total liability arising out of or relating to this Agreement shall not exceed the total fees paid or payable by the Client under this Agreement.

10. Termination

Either party may terminate this Agreement upon fourteen (14) days' written notice to the other party. Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure the breach within ten (10) days of written notice. Upon termination, the Client shall pay the Service Provider for all Services performed up to the date of termination.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Governing law, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the courts located in Governing law for any dispute arising out of or relating to this Agreement.

12. Miscellaneous

This Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior discussions and understandings. It may be amended only by a writing signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision shall be deemed a waiver of any other provision.

The Service Provider may not assign or subcontract this Agreement without the Client's prior written consent, which shall not be unreasonably withheld. Neither party shall be liable for any delay or failure to perform caused by events beyond its reasonable control.

This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original and all of which together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.