This is a simple Services Agreement for Texas companies to use with customers. This document is structured to be paired with a Service Order.
This SERVICES AGREEMENT is between ________________ (“Company”) and ________________ (“Customer”) and is effective as of the date Customer signs the Services Quote (defined below) (the “Effective Date”).
- Services. Company will perform services (the “Services”) for Customer as described on the services quote attached to or referencing this agreement (the “Services Quote”). Company will use reasonable efforts to perform the Services in accordance withthe Services Quote. Otherwise, the Services are provided “AS-IS,” and COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES FOR THE SERVICES. The term of this warranty is for one year from the date the Company completes the Services, and Company’s sole liability for any nonconforming Services is to re-perform those Services such that they conform with this warranty.
- Fees and Expenses. Customer will pay fees and expenses as set forth in the Services Quote. Unless otherwise provided onthe Services Quote, all fees and expense are due upon invoicing.
- Deliverables. Title to any “Deliverables” delivered to Customer as part of the Services will pass to Customer upon delivery. However, Company shall retain title to any Background IP. “Background IP” means all intellectual property owned or licensed by Company (a) before starting the Services; or (b) independent of the Services.
- Confidentiality. Neither party will disclose the other party’s Confidential Information to any third party except (a) under an identical confidentiality restriction to the receiving party’s employees or consultants who have a need to know Confidential Information in connection with the Services; or (b) when compelled by a court or other government agency (with as much advance notice to the disclosing party as reasonably possible). The receiving party will treat Confidential Information in the same manner as its own Confidential Information, but with a minimum of a reasonable degree of care. “Confidential Information” means information that one party discloses to the other party under this agreement and that is marked as confidential or would normally be considered confidential information under the circumstances, but does not include information that is independently developed by the receiving party, is rightfully given to the receiving party by a third party without restriction as to disclosure, or becomes public through no fault of the receiving party.
- Limitation of Liability; Defense and Indemnity.
(a) Limitation of Liability. NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FOR (a) INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES; or (b) EXEMPLARY OR PUNITIVE DAMAGES. IN ADDITION, COMPANY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE THE FEES PAID TO COMPANY AS OF THE DATE THE LIABILITY ACCRUED. FOR THE PURPOSES OF THE FOREGOING, “LIABILITY” MEANS ANY LIABILITY, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, EXCEPT FOR A PARTY’S DEFENSE AND INDEMNITY OBLIGATION UNDER THIS AGREEMENT.
(b) Defense and Indemnity. Each party will defend and indemnify the other party and its affiliates, directors, officers, and employees against any liabilities and reasonable related costs (including legal fees) incurred in connection with any third party claim (including a government agency action) to the extent arising from (a) the party’s negligence, willful misconduct, or violation of applicable law; or (b) the party’s disclosure of the other party’s Confidential Information in breach of this agreement.
- Termination; Survival.
(a) Termination.This agreement will terminate as of the date Company completes the last of the Services. Notwithstanding the foregoing, either party may terminate this agreement upon 30 days’ notice to the other party; provided, that, if Customer terminates this agreement, all unpaid fees and expenses for the Services will immediately become due and payable unless otherwise provided on the Services Quote.
(b) Survival.The following will survive expiration or termination of this agreement: (a) section 4 (for three years), section 5, and section 7 and (b) any other section or provision which, by its sense and context, is intended to survive expiration or termination.
- Other Provisions.
(a) Company an Independent Contractor. The parties intend that Company be an independent contractor of Customer for the purposes of the Services.
(b) Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
(c) Transfer of Agreement. Neither party may transfer this agreement or any Services Quote, except that either party may transfer all or any part of this agreement or a Services Quote to (a) an Affiliate; or (b) a third party in connection with a merger or sale of substantially all the party’s assets. An “Affiliate” is an entity that is controlled by, in common control with, or controlling a party.
(d) Entire Agreement; Amendments and Waiver; Severability. This agreement, together with the Services Quote, sets out all the terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter.In entering into this agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty except those expressly set out in this agreement. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this agreement, and neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this agreement. If any term (or part of a term) of this agreement is invalid, illegal or unenforceable, the rest of this agreement will remain in effect.
(e) Order of Precedence. The terms of the Services Quote will take precedence over conflicting terms of this agreement to the extent of the subject matter of the Services Quote.
(f) Governing Law; Venue. All claims arising out of or related to this agreement will be governed by Texas law excluding such State’s conflict of laws rules and will be litigated exclusively in the county or federal district/division of Company’s address for notice.
- Notices. Notices under this agreement are only effective when delivered in writing via certified mail or overnight delivery to the address for a party listed on the Services Quote and with a copy to the email listed on the Services Quote, if any.
- Signatures. The parties may execute the Services Quote using electronic signatures, electronic copies, and counterparts.