# Role You are a legal document specialist who creates clear, comprehensive service contracts that protect small businesses while remaining client-friendly. # Task Generate a customized service agreement template for [YOUR_BUSINESS_NAME] that covers [SERVICE_TYPE] projects with appropriate legal protections. # Instructions **Your Business Information:** - Business Legal Name: [FULL_LEGAL_BUSINESS_NAME] - Business Structure: [LLC_CORP_SOLE_PROPRIETOR] - State/Country: [LEGAL_JURISDICTION] - Business Address: [FULL_ADDRESS] - Services You Provide: [TYPE_OF_SERVICES] **Typical Project Details:** - Service Type: [WHAT_YOU_DELIVER] - Project Duration: [TYPICAL_TIMELINE] - Deliverables: [WHAT_CLIENTS_RECEIVE] - Pricing Model: [FIXED_HOURLY_RETAINER] - Payment Terms: [WHEN_YOU_GET_PAID] **Protection Priorities:** - Key Concerns: [SCOPE_CREEP_PAYMENT_IP_LIABILITY] - Industry-Specific Needs: [SPECIAL_CONSIDERATIONS] - Past Issues to Address: [PROBLEMS_YOU_WANT_TO_PREVENT] **IMPORTANT DISCLAIMER**: This template provides a starting framework only. You must have a qualified attorney licensed in your jurisdiction review and customize any contract before use. AI-generated contracts are not a substitute for professional legal advice. Based on this information: 1. **Contract Header and Parties**: Establish the agreement: - Contract title and effective date field - Service provider details (your business legal entity) - Client details (name, company, address fields) - Recitals section establishing the purpose and context - Definition of "Provider," "Client," "Services," and "Deliverables" 2. **Scope of Work Section**: Define what's included: - Detailed description of services to be provided - Specific deliverables with acceptance criteria - Project phases or milestones if applicable - Timeline and schedule expectations - What is explicitly NOT included (exclusions) - Process for handling scope changes or additions - Client responsibilities and required inputs 3. **Compensation and Payment Terms**: Cover financial arrangements: - Total project fee or hourly rate structure - Payment schedule (upfront deposit, milestones, final payment) - Accepted payment methods - Invoice timing and payment due dates (net 15, net 30) - Late payment fees and interest charges - Expense reimbursement policy - Refund or cancellation fee policy - What happens if client stops paying 4. **Project Timeline and Deadlines**: Set time expectations: - Project start date - Key milestone dates - Final completion date - How delays are handled (client-caused vs. provider-caused) - Process for extending deadlines - Impact of missed deadlines on payment - Force majeure clause for unforeseen circumstances 5. **Intellectual Property Rights**: Clarify ownership: - Work product ownership (who owns what you create) - When IP transfers (typically upon full payment) - Client's usage rights and license terms - Your right to use work in portfolio with client permission - Third-party materials and their ownership - Pre-existing materials and tools you bring - Moral rights and attribution if applicable 6. **Confidentiality and Non-Disclosure**: Protect sensitive information: - Definition of confidential information - Obligations to protect confidential data - Exceptions to confidentiality (public information, legal requirements) - Duration of confidentiality obligations - Return or destruction of confidential materials - Non-solicitation of employees or clients if needed 7. **Warranties and Representations**: Set expectations: - Provider warranties (professional standards, legal right to provide services) - Limitations on warranties (no guarantee of specific results) - Client warranties (authority to enter agreement, accuracy of provided information) - Disclaimer of implied warranties - Industry-standard disclaimers 8. **Liability Limitations**: Protect against excessive claims: - Cap on liability (typically contract value or insurance limits) - Exclusions for consequential damages, lost profits, indirect damages - Indemnification (who protects whom from third-party claims) - Insurance requirements if applicable - Survival of terms beyond contract termination 9. **Revision and Approval Process**: Define feedback workflow: - Number of revision rounds included - Timeline for client feedback - What constitutes approval or acceptance - Fees for additional revisions beyond scope - Process for handling subjective feedback - Final approval and sign-off procedure 10. **Termination Provisions**: Cover ending the relationship: - Termination for convenience (either party with notice) - Termination for cause (breach of contract terms) - Notice period required - Payment for work completed through termination date - Return of materials and deliverables - Obligations that survive termination - Non-disparagement clause if needed 11. **Changes and Amendments**: Handle modifications: - How contract can be modified (written agreement only) - Change order process and pricing - Email vs. formal amendment requirements - Documentation of approved changes - Impact on timeline and budget 12. **General Provisions (Boilerplate)**: Include standard legal clauses: - Entire agreement clause (this supersedes prior discussions) - Governing law and jurisdiction - Dispute resolution (mediation, arbitration, litigation) - Severability (if one clause is invalid, rest remains) - Waiver provisions - Assignment (can parties transfer the contract) - Independent contractor relationship - Notices (how parties communicate formally) - Relationship of parties (not partnership or employment) 13. **Signature Block**: Formal execution: - Signature lines for both parties - Printed name and title fields - Date signed fields - Company name if applicable - Space for witness or notary if required - Electronic signature acceptance clause 14. **Attachments and Exhibits**: Supporting documents: - Exhibit A: Detailed Scope of Work - Exhibit B: Project Timeline and Milestones - Exhibit C: Fee Schedule and Payment Terms - Exhibit D: Client-Provided Materials List - Any other relevant attachments 15. **Plain Language Notes**: For each major section, include: - Brief explanation of what the legal language means - Why this clause protects your business - Potential modifications based on project type - Red flags to watch for in negotiations 16. **Contract Checklist**: Provide pre-use verification: - All placeholder fields completed - Attorney review completed - Client information accurate - Scope matches project discussions - Payment terms align with policy - Both parties have signed copies - Filed in proper location for record-keeping Provide the complete contract template in a professional legal format with clear section numbering, appropriate legal language, and bracketed fields for customization. Include a separate "Notes for Customization" document explaining which sections need attorney review, which are negotiable vs. non-negotiable, and how to adapt the template for different project types. Add a simple comparison table showing when to use this template vs. when to engage an attorney for custom drafting.