General Services Agreement

This service contract sets clear expectations between a service provider and a customer for services performed under an agreed Scope of Work. The business terms rely on three exhibits: a budget and payment schedule in Exhibit A, the Scope of Work in Exhibit B, and a definition of pre-existing materials in Exhibit C. Milestones and delivery dates are estimates, not guarantees, so the parties acknowledge that timelines may shift while the provider exercises reasonable diligence to deliver work in a timely manner.

Payment terms are straightforward. The customer pays according to the payment schedule attached hereto. If there are late payments, the provider may withhold deliverables, suspend services, or terminate the agreement and assess late charges.

These remedies help maintain cash discipline and clarify payment obligations. The agreement also allows the provider to bring legal action to collect undisputed amounts and recover attorney fees and court costs if litigation becomes necessary.

Ownership and confidentiality provisions protect sensitive information and clarify intellectual property. The customer keeps all rights in its own content; the provider's pre-existing tools, computer programs, and methods remain the provider's exclusive property and are not transferable. Confidentiality obligations center on the provider's trade secrets, such as procedure manuals, project documentation, and other materials considered confidential, with public information excluded. The customer must obtain prior written consent before disclosing confidential information belonging to the provider.

Risk and liability limitations are concise. The provider warrants that the services will conform to the Scope of Work and will correct nonconformities at its own cost. Damages are limited; the sole remedy is correction or a return of fees as stated in Exhibit A, which reduces exposure to consequential damage claims. An indemnification provision requires the customer to hold the provider harmless against third-party claims tied to customer-supplied materials or products.

The agreement confirms an independent contractor relationship, addresses equipment the customer may supply to support performance, and includes good faith, binding agreement, written amendment, and governing law clauses. Disputes are resolved under applicable law in the stated venue, providing predictable dispute resolution through the courts.

Typical use cases include a marketing firm delivering creative assets, an IT consultant configuring computer systems, or a child care provider setting clear payment terms and deliverables.

Proposal Kit can streamline creating this agreement and its exhibits through document assembly, automated line-item quoting for Exhibit A, and an AI Writer that can write supporting documents. Its extensive template library helps teams produce consistent, easy-to-use packages aligned with a project's scope and payment structure.

Beyond the basics, businesses should align this agreement with local laws and any local and national statutes that may apply to the services contemplated. Clear dispute resolution procedures help avoid misunderstandings. While this contract uses court venue, many companies add an option for arbitration administered under the commercial arbitration rules of the American Arbitration Association. Notices should require a written notice, a defined notice period required (for example, days prior to written notice for a termination notice), and methods such as registered or certified mail, reputable overnight delivery service, or delivery in person with return receipt requested.

When adapting the same agreement for regulated sectors, organizations often add regulatory compliance language. In the contract research organization industry, for example, parties involved in providing clinical trial services may reference a standard clinical trial agreement, local representative services for a local sponsor, and duties tied to a regulatory or governmental agency or other regulatory authority. Clauses can note independent medical judgment for technical and professional persons, patient inclusion criteria, third-party laboratories, data safety monitoring boards, endpoint adjudication committees, and requirements local ethics committees require, all without shifting regulatory responsibility beyond a party's control.

Payment structure should match business plans, marketing, and development plans. Many teams combine a payment schedule included in Exhibit A with milestone-based invoicing, budgeted or estimated amounts, pass-through costs incurred, and a clear payment method for the payment amount and any money owed. Include pricing data and financial data needed to substantiate expenses incurred. Provide for reasonable attorney fees and court costs if enforcing obligations hereunder.

Operationally, confirm the independent contractor relationship, any insurance coverage expectations, and that each party agrees to promptly notify the other party of a likely or actual violation or material breach, giving written notice stating the cure steps. Add force majeure language, protections for customer lists and other intellectual properties, and delivery terms covering third-party delivery services and other third parties as needed.

Proposal Kit can streamline these additions by assembling clauses for notices, arbitration, payment structures, and industry-specific provisions, then generating cohesive exhibits and schedules. Its automated line-item quoting and AI Writer help teams stay on the same page while producing clear, professional documents efficiently.

Organizations can strengthen this service contract by detailing notices, termination, and insurance. Specify the notice period required for early termination due to a material breach, with days prior written notice sent by registered or certified mail or a reputable overnight delivery service to the following address for each respective party. Allow party prompt notice of any likely or actual violation, threatened breach, or other party irreparable harm, and permit such other relief, such as specific performance, to the extent permitted.

Add insurance requirements, including general liability and, where relevant, a blanket excess umbrella policy and foreign employer liability, to provide legal protection. Clarify that pre-existing tools and data owned by the provider remain its sole property, while the sponsor's confidential information, financial data, customer lists, and personnel data are protected under the receiving party's obligations hereunder, with an appropriate protective order available if disclosure is compelled.

Payment administration benefits from precision. Tie payment obligations set in Exhibit A to milestone-based invoices, pass-through payments, and any to-be-determined fee for a specific service. State that undisputed amounts owing hereunder are due upon the sponsor's receipt of the invoice; actual work performed and actual costs incurred drive such payments, then the expense for approved additional costs.

If work spans one or more countries, provide for foreign currency exchange or a foreign currency exchange adjustment to maintain cash neutrality. Define payment method, adequate pre-payment options, and a right to suspend for non-payment, avoiding punitive damages while capping aggregate liability.

For regulated use cases, many companies adapt this framework to include such local representative services and local representative duties for a local company fulfilling local sponsor obligations under a standard clinical framework. Clauses may reference such local CTA or applicable local CTAs, regulations promulgated pursuant thereto, the federal Food, Drug, and Cosmetic Act and the Generic Drug Enforcement Act, regulatory record-keeping requirements, and the FDA's electronic records systems. They often clarify their own independent medical judgment for technical and professional persons, permit sponsors' representatives to inspect investigative sites and electronic records systems on reasonable advance notice, and require sponsors' written request and prior consent for such transfer of materials or data to such third parties.

Where third-party indemnifications are needed, define the party seeking indemnification, the sponsor indemnified party, and, by analogy to the contract research organization industry, the protections afforded Quintiles and how such indemnification applies to such third-party agreements. Include responsibilities specifically set for advisory boards, independent laboratories, and performance metrics, and processes for resolving disputes using an arbitrator mutually acceptable if the parties select arbitration.

Proposal Kit helps assemble these options into clear terms. Its document assembly, automated line-item quoting, and AI Writer let teams add notices, payment structures, and industry-specific provisions while staying consistent and easy to use across business relationships and projects.

How do you write a General Services Agreement document? - The Narrative

How to Build a Legal Contract with Proposal Kit

This video illustrates how to create a legal contract using the Proposal Pack Wizard software. It also shows how to create a proposal with an invoice and contract at the same time.