Sample Agreement with Service Provider

02 Aug, 2023

SAMPLE FORMAT

THIS AGREEMENT (the “Agreement”) is made and entered on __________ [Insert date] between ________ [Insert Company Name] having its registered office at __________ (hereinafter referred to as the Company), which expression shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the ONE PART and _____________ [Insert name & address of the service provider] (hereinafter referred to as the Service Provider), which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the OTHER PART.

WHEREAS the Service Provider is providing services related to _______________ (Details of business).

WHEREAS the company has approached the Service provider to provide services at __________ (Rate of Service).

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

NOW, THEREFORE, in consideration of the above recitals, the Parties hereby agree as follows:

The scope of Services. The Service Provider is to provide the Company with the following services (the “Services”):

[Describe the services]

[Describe additional rights and responsibilities of both parties]

[Describe the timeline, if any, including a “time, is of the essence” clause]

Compensation. Company shall provide compensation to the Service Provider at a rate of Rs._________ for the Services rendered per ……. (month/qtr./annually). Service Provider shall provide the Company with an invoice upon completion of the Services. Payment for the Services is due within ____ [Number of Days] days of the date of the Service Provider’s invoice.

Term/Termination. This Agreement shall commence on ______ [Commencement Date] and remain in effect until the Services are completed. This Agreement may be extended by mutual written consent of both parties. If either party seeks to terminate this Agreement, the terminating party must provide ______ [Insert Days] days’ notice to the other party.

Independent Contractor Status. The Service Provider is serving as an independent contractor in providing the Services. Under this Agreement, the Service Provider is neither an employee nor a partner of the Company.

Proprietary Information. All work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress, and deliverables, will be the sole property of the service provider, and Company hereby assigns to the service provider all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights 1 , trade secret rights and other proprietary rights therein. The company retains no right to use the Work Product and agrees not to challenge the validity of the service provider’s ownership of the Work Product.

Company hereby assigns to the service provider all rights, titles, and interest in any and all photographic images and videos or audio recordings made by the service provider during Company’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings.

Notice. All notices required or permitted under this Agreement will be provided in writing and delivered to both parties.

Governing Law. The laws of the State of _____________ [Name of the Governing State] govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, validity, performance, and enforcement.

Assignment/Delegation. The Company may not assign any of its rights under this Agreement or delegate any performance under this Agreement, except with the prior written consent of the Service Provider. Any purported assignment of rights or delegation of performance in violation of this section is void.

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all other agreements, whether written or oral, between the parties.

Service Provider’s name: _________________

Service Provider’s signature: _________________

Company name: _________________

Company signature: _________________

Rules and Laws Related to Service Provider Agreements

1. Indian Contract Act, 1872: The Indian Contract Act governs the formation and enforceability of contracts in India. To be valid, a contract must contain essential elements such as an offer, acceptance, consideration, lawful object, and free consent. Both parties must be legally capable of entering into the agreement, and the contract must not be against the law or public policy.
2. Information Technology Act, 2000: The Information Technology Act deals with electronic transactions and electronic contracts. It recognizes electronic records and digital signatures as legally valid. Service provider agreements formed electronically are considered legally enforceable, provided they meet the requirements set forth in the act.
3. Competition Act, 2002: The Competition Act aims to prevent anti-competitive agreements and promote fair competition in the market. When entering into a service provider agreement, both parties must ensure that their arrangement does not lead to anti-competitive practices or abuse of dominant market positions.
4. Intellectual Property Laws: Various intellectual property laws in India governcopyrights, trademarks, patents, and other related rights. In a service provider agreement, it is essential to address the ownership and licensing of any intellectual property created or utilized during the course of providing services.
5. Consumer Protection Act, 2019: If the client is considered a consumer as defined under the Consumer Protection Act, specific rights and protections apply to them. Service providers should be aware of these rights and ensure that their agreements comply with consumer protection laws.
6. Payment and Taxation Laws: Service provider agreements must adhere to relevant tax laws, including regulations related to Goods and Services Tax (GST). Additionally, any specific laws governing payment processing and withholding taxes should be taken into account.
7. Data Protection Laws: India is currently considering the Personal Data Protection Bill, 2019, which focuses on data protection and privacy. Depending on its enactment, service provider agreements may need to incorporate provisions regarding the collection, storage, and processing of personal data.

Conclusion

A well-crafted Service Provider Agreement is essential for establishing a secure and transparent business relationship between a service provider and a client. By adhering to the relevant laws and regulations, including the Indian Contract Act, Information Technology Act, Competition Act, intellectual property laws, and others, both parties can ensure that their agreement is legally valid and enforceable. Seeking legal advice during the drafting process can further strengthen the agreement and protect the interests of both parties involved in the service provision.