General Services Agreement for Virginia

_____________________ SERVICE AGREEMENT



This _____________ SERVICE AGREEMENT (hereinafter referred to as the "Agreement") is effective as of _____________ by and between _____________ (hereinafter "Client") and _____________ (hereinafter "Service Provider") (collectively referred to as the "Parties" and each a "Party").

WHEREAS, Client and Service Provider desire to enter into a business relationship upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, each Party is duly authorized and capable of entering into this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and obligations set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

  1. COMPENSATION
    1. Pay Period. Service Provider will be paid
  2. RELATIONSHIP OF THE PARTIES. Service Provider is not Client's employee, and nothing in this Agreement will create an employment, agency, joint venture, or partnership relationship between the Parties. In addition, nothing in this Agreement requires the Parties to provide one another with Confidential Information or Trade Secrets (as defined below) in their respective possession.
  3. NO AUTHORITY. Unless Client otherwise gives its prior written authorization, Service Provider will have no authority to act as agent for Client, to represent Client, or bind Client in any manner.
  4. SUBCONTRACTORS. Without prior written consent from Client, Service Provider may not use subcontractors to perform the Services, such consent not to be unreasonably withheld by Client.
  5. TERMINATION.
    1. Notice Required. Where either Party is in breach of this Agreement, the other Party may terminate this Agreement at any time, with or without notice, or otherwise as permitted by applicable law.
  6. OBLIGATION OF CONFIDENTIALITY
    1. Confidential Information. "Confidential Information" means any and all information which is possessed by or developed for Client and which relates to Client's existing or potential business or technology, which information is generally not known to the public and which information Client seeks to protect from disclosure to its existing or potential competitors or others, and includes, without limitation, for example: business plans, business strategies, business know-how and techniques, marketing plans, and the identities and business preferences of current or prospective customers or vendors. Confidential Information also includes information received by Client from others that Client has an obligation to treat as confidential. Confidential Information includes information and documents whether or not they are marked "confidential" or carry any other marks or designations.
    2. Trade Secrets. "Trade Secrets" means all information possessed by or developed for Client, including, without limitation, a compilation, program, device, method, system, technique, formula, pattern, or process to which all of the following apply: (i) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) the information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.
    3. Non-Disclosure. Except as required in the conduct of Client's business or as expressly authorized in writing on behalf of Client, during this Agreement Service Provider may not use or disclose, directly or indirectly, any Confidential Information or Trade Secrets to any unauthorized third parties. This prohibition does not apply to Confidential Information after it has become generally known in the industry in which the Client conducts its business. This prohibition also does not prohibit Service Provider's use of general skills and know-how acquired during and prior to this Agreement, as long as such use does not involve the use or disclosure of Confidential Information or Trade Secrets. Finally, Service Provider will not disclose to Client, use in Client's business, or cause Client to use any Confidential Information or Trade Secrets belonging to others. These restrictions apply to all Confidential Information and Trade Secrets regardless of the format (hard copy, electronic, or otherwise) or location in which they are created or maintained, including, but not limited to, all computers that Service Provider may possess or have access to in or away from Client's offices.
    4. Time Frame for Obligation. This obligation of non-disclosure will continue .
    5. Reverse Engineering. At no time during or after this Agreement is in effect may Service Provider directly or indirectly attempt to reverse engineer, reconstruct, or independently derive any of Client's Confidential Information or Trade Secrets.
    6. Exceptions. This Agreement does not prohibit any disclosure that is required by law or court order, provided that Service Provider has not intentionally taken actions to trigger such required disclosure and, so long as not prohibited by any applicable law or regulation, Client is given reasonable prior notice and an opportunity to contest or minimize such disclosure. The same provisions will not prevent Service Provider's disclosure of Confidential Information or Trade Secrets in the event Client has given Service Provider express prior written permission to do so. This Agreement does not prohibit disclosure of Confidential Information or Trade Secrets after they have become generally known in the industry in which Client conducts its business or prohibit Service Provider's use of general skills and know-how acquired during and prior to this Agreement, as long as such use does not involve the disclosure of Confidential Information or Trade Secrets.
    7. Irreparable Harm. Service Provider acknowledges that Client engages in a competitive business and has or will expend significant sums of money and time to develop and use its Confidential Information and Trade Secrets. Service Provider further acknowledges that Client would suffer irreparable harm, loss, and damage if its Confidential Information and Trade Secrets were disclosed to a non-Party.
  7. RETURN OF CLIENT PROPERTY. Upon termination of this Agreement for any reason, or at any other time that Client may so request, Service Provider must immediately deliver to Client all Client's property and/or information in Service Provider's possession, including, but not limited to, all equipment, telephones, credit cards, keys, software, manuals, passwords, financial and tax documents, memoranda, letters, files, records, papers, notes, lists, computer programs, reports, books, and all other documents (and all copies thereof) in Service Provider's possession, custody, and/or control.
  8. NO CONFLICT. Service Provider represents and warrants that the execution of this Agreement by Service Provider and the performance of Service Provider's obligations hereunder will not conflict with, result in the breach of any provision of or the termination of, or constitute a default under any agreement to which Service Provider is a party or by which Service Provider is or may be bound. If, at any time, Service Provider discovers he or she has or may have any outside business relationships or activities that conflict with Client's best interests, then Service Provider must immediately disclose the conflict or potential conflict to Client.
  9. INDEMNIFICATION. Each Party must indemnify and hold harmless the other Party, along with its officers, directors, employees, and agents, against all claims, liabilities, losses, costs, and all other legal and non-legal expenses, including, without limitation, reasonable attorney's fees and costs and insurance deductibles arising directly or indirectly from (i) the Party's breach of any provision of this Agreement, or (ii) the negligent, grossly negligent, or intentional act or omission of the Party or any of its directors, officers, employees, or agents that causes any type of damage to Client.
  10. EQUITABLE RELIEF AND REMEDIES. Service Provider acknowledges that a breach of this Agreement may cause substantial and irreparable harm to Client for which money damages would be an inadequate remedy. Accordingly, Client will in any such event be entitled to seek injunctive and other forms of equitable relief to prevent such breach, and the prevailing Party will be entitled to recover from the other the prevailing Party's losses, damages, and costs, including, without limitation, reasonable attorney's fees and costs, incurred in connection with enforcing this Agreement, in addition to any other rights or remedies available at law, in equity, or by statute.
    1. Right to Cure. In the event that a Party defaults on any of the terms of this Agreement, the non-defaulting Party will give the other Party written notice of the default. The defaulting party has _____________ days after receipt of this notice to cure the default. If the defaulting Party fails to cure the default in this time, the other Party may exercise all remedies under this Agreement or available at law, including terminating the Agreement.
  11. NON-EXCLUSIVITY OF REMEDIES. The enumeration herein of specific remedies will not be exclusive of any other remedies. Any delay or failure by a Party to exercise any right, power, remedy, or privilege herein contained, or now or hereafter existing under any applicable statute or law, will not be construed to be a waiver of such right, power, remedy, or privilege. A Party's waiver of a breach of any provision of this Agreement will not be considered as a waiver of rights with respect to any subsequent breach by the other Party.
  12. SEVERABILITY. The Parties have attempted to limit the non-disclosure, non-competition, and non-solicitation provisions so that they apply only to the extent reasonably necessary to protect legitimate business and property interests. If any provision of this Agreement is held to be invalid or unenforceable for any reason, then that provision will be considered removed from this Agreement, and the remaining provisions will continue to be valid and enforceable according to the intentions of the Parties. However, if a court or arbitration panel finds that any provision of this Agreement is invalid or unenforceable as currently written, but that by rewriting or limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as is necessary to further the intent of the Parties to the maximum extent permitted by law.
  13. BINDING EFFECT; ASSIGNMENT. The rights and obligations of the Parties under this Agreement inure to the benefit of and are binding upon the successors and assigns of the Parties. The rights, obligations, and interests of the Parties hereunder may not be sold, assigned, transferred, pledged, or hypothecated.
  14. ENTIRE AGREEMENT. This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof. This Agreement may be changed only by an agreement in writing signed by the Party against whom any waiver, change, amendment, modification, or discharge is sought.
  15. TIME OF ESSENCE. Time is of the essence in this Agreement.
  16. HEADINGS. Headings for the paragraphs herein are for convenience only and may not be construed in interpreting this Agreement.
  17. CONSTRUCTION. Words and terms in this Agreement should be construed in both the feminine and masculine, where applicable, and both single and plural, where applicable.
  18. GOVERNING LAW AND VENUE. To the extent not inconsistent with applicable law, Service Provider acknowledges and agrees that this Agreement will be governed by and construed in accordance with the laws of the State of _____________.
  19. CURRENCY. Unless otherwise specified in this Agreement, all monetary values and payments hereunder are in United States Dollars (USD).
  20. COUNTERPARTS; ELECTRONIC SIGNATURE. This Agreement may be executed in counterparts, including by fax, email, or other facsimile, each an original but all considered part of one Agreement. Electronic signatures placed upon counterparts of this Agreement by a Party or their approved agent will be considered valid representations of that Party's signature.
  21. NOTICE. Any notice required or permitted to be given under this Agreement will be sufficient if in writing and if sent by certified or registered mail, first class, return receipt requested, to the Parties at the following addresses or any other address so specified in writing by a Party:

    CLIENT ADDRESS
    _____________
    _____________
    _____________, _____________ _____________

    SERVICE PROVIDER ADDRESS
    _____________
    _____________
    _____________, _____________ _____________
  22. ACKNOWLEDGMENTS. Each Party acknowledges, understands, and accepts
    1. its obligations under this Agreement;
    2. that it freely enters into this Agreement;
    3. that it has the right to seek independent advice at its own expense or to propose modifications prior to signing the Agreement and has negotiated proposed modifications to the extent it deems necessary;
    4. that the covenants made by and obligations imposed upon Service Provider, including any and all covenants regarding confidentiality, non-competition, non-solicitation, and ownership of Intellectual Property, are fair, reasonable, and minimally necessary to protect the legitimate business interests of Client, and such covenants and obligations will not place an undue burden upon Service Provider in the event of termination of Service Provider's contract with Client and the strict enforcement of the covenants contained herein;
    5. that the above restrictions are not intended to deprive Service Provider of an opportunity to earn a living in the same profession as that of Client. Rather, Service Provider agrees to abide by the above restrictions in recognition of Client's legitimate and reasonable objective to protect its business interests and client relationships;
    6. that each Party has been provided with good and valuable consideration in return for the execution of this Agreement; and
    7. THAT EACH PARTY HAS READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IN WITNESS WHEREOF, INTENDING TO BE LEGALLY BOUND HEREBY, SERVICE PROVIDER AND CLIENT EXECUTED THIS AGREEMENT AS OF THE DATE SET FORTH BELOW.

SERVICE PROVIDER

Signed: ___________________________ Date: ______________________

Name: ___________________________

Title: ___________________________

CLIENT

Signed: ___________________________ Date: ______________________

Name: ___________________________

Title: ___________________________

Instructions for Your General Services Agreement



A good general services agreement will provide strong protection of the interests of both the Client and the Service Provider. The following information provides additional details and clarification on some of the key aspects in the agreement.

Services to Be Provided

This section itemizes the services to be provided by the Service Provider. The service description should be as specific as possible in order to avoid any potential misunderstandings down the road.

You also have the option of attaching the services description as an exhibit. This is often done if the Client already has the service description completed in a separate document.

Service Benchmarks

The parties may choose to include specific service benchmarks. These may be deadlines by which certain services must be completed or may be other project benchmarks without attached time frames.

Term

There are a few options for the type of term used in this agreement: indefinite, fixed term, and when the job is done. The option selected depends on the needs of the parties. Note that if you select an indefinite term, the parties will be able to terminate the agreement at any time, with or without cause.

Compensation

The Service Provider may be paid an hourly, weekly, or monthly rate. In addition, you may choose to enter your own custom compensation structure.

Some Service Providers also choose to require an upfront deposit. In this case, the Client must pay the deposit before the Service Provider commences work.

The parties may choose to require the Client to reimburse the Service Provider for all necessary business expenses incurred in providing the services. Alternatively, the Client may require that the Service Provider submit such expenses for pre-approval.

Penalties

If service benchmarks are included, you may include a fee for failure to complete a benchmark on time. This may be a one-time fee payable for each occurrence, a daily fee paid for each day the benchmark remains uncompleted, or some other fee structure you devise.

In addition, you may require the Client to pay a fee to the Service Provider for each late payment. This fee may be structured as accrued interest, a one-time fee, a daily fee, or a custom fee structure. You may also add additional penalties as needed.

Service Warranty

If the service warranty is included, the Service Provider warrants that all services provided under the agreement will be provided by experienced personnel in a diligent manner that meets or exceeds generally acceptable industry standards in the region.

Resources Provided by Client

This section identifies any tools, equipment, office, space, or other resources the Client will need to provide.

Relationship of the Parties

Here, it is clarified that nothing in this agreement will create an employment, agency, joint venture, or partnership relationship between the parties.

Termination

This section explains how the agreement may be terminated. If the term of the agreement is indefinite, then either Party may terminate the agreement at any time, with or without cause, by providing the other party with advance written notice in accordance with the notice subsection that follows. If the term is not indefinite, then the parties may only terminate the agreement in accordance with this section. Again, a notice period may be required. Note that if a party is terminating the agreement due to a violation of the agreement by the other party, then the agreement states that no notice will be required to terminate it.

Obligation of Confidentiality

Confidentiality provisions will prevent unwanted disclosure of the Client's confidential information and trade secrets by the Service Provider. You can also choose to limit the non-disclosure requirement to a fixed period of time after the parties' relationship ends or only while the agreement is in effect. If these options will serve to protect the Client's interests, then it may be a good idea to limit the term. However, if the Service Provider will be learning confidential information and trade secrets that will hurt the Client's business if exposed, then it is likely a good idea to prohibit their disclosure indefinitely.

Work Product; Intellectual Property

Depending on the parties' preferences, either party may take ownership of intellectual property developed through the business relationship or some other arrangement may be agreed upon.

Non-Competition

Choosing to include a non-compete clause will prohibit the Service Provider from engaging in similar work as he or she performed for the Client. If the Service Provider is an independent contractor and works in an occupation that has many clients at once (e.g. financial advisers or attorneys) or holds a relatively narrow expertise, courts may not enforce such a provision if it is seen as an overly burdensome restriction on the Service Provider's ability to find work.

No matter what the Service Provider's occupation is, however, it is important that the non-compete clause is tailored to be as narrowly restrictive as possible. If the Client operates in a rapidly changing industry, such as in the IT industry, then it will be hard to justify a non-compete term lasting longer than six months or a year. In most cases, if you insert a non-compete term longer than two years, then you will be running a higher risk of a court someday shortening it down or invalidating it altogether.

Note: this option is not available in California, North Dakota, or Oklahoma.

Non-Solicitation

A non-solicitation provision prevents the Service Provider from adversely interfering with any of the Client's business relationships; for instance, by trying to lure away the Client's own employees or business contacts. The term of the non-solicitation should be limited as much as possible to not be overly burdensome on the Service Provider while still protecting the Client's interests. Courts generally accept anything between one month and two years depending on what is reasonable under the circumstances.

Insurance

This section identifies any insurance the Service Provider is required to maintain during the term of the agreement. If general liability insurance is required, it must include coverage for property damage and bodily injury at a coverage amount considered reasonable in Service Provider's industry given the potential risks associated with providing the services under the agreement.

Dispute Resolution

The parties may choose to resolve disputes through mediation, arbitration, both (recommended), or through a formal court of law. With mediation and arbitration, one or more impartial third-party arbitrators review the circumstances and help the parties come to a fair resolution. However, unlike with mediation, the ruling of the arbitrator in arbitration is binding on the parties. Mediation and arbitration are recommended, as they normally offer a faster and less expensive means for dispute resolution than going to court.

No Conflict

In this clause, the parties confirm that they have no conflicts of interest, contractual or otherwise, by entering into this agreement.

Right to Cure

If this option is included, then a party that is in breach (also called default) of the agreement will be entitled to try to remedy the breach within the given period of time after receiving notice.

Additional Terms

You can add additional terms and conditions as desired. You have complete flexibility to tailor the document to reflect the specific situation and true intent of the parties, but be sure to preview the agreement first so that you know what has already been included for you.

How to Execute Your Agreement

  • Have each party to the agreement sign and date the signature lines where indicated. Electronic signatures are allowed by the terms of the agreement. The parties may also sign copies sent to each other by email, fax, or other electronic means. If you included an arbitration provision, make sure that each party signs the arbitration exhibit as well.
  • Make sure that all parties get a copy after it is executed.
Landlord Business

General Services Agreement

A general services agreement should be used in any business relationship between a service provider and its clients. This contract helps to strengthen your business relationships by establishing clear expectations between the parties.

Quickly customize your agreement by following our step-by-step instructions. Easily specify the services to be provided, payment terms, important benchmarks, guarantees, penalties, and other optional terms.

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