This is a California-specific Services Agreement that sets forth the terms and conditions under which a service provider will provide services to a customer or client.

The agreement is based on California law and has terms that favor the service provider. It has been drafted broadly and can be used for a variety of services, and should be tailored based upon the services that will be provided and the specific duties and responsibilities negotiated and agreed to by the parties. The terms preferential to the service provider include, among other things, non-exclusivity, payment of fees and expenses, customer payment of licenses and permits, warranty and indemnification obligations, ownership of work product, limitation of liability, assignment, and available remedies. At all times the service provider is a contractor and not an employee of the customer.

Further information on drafting the Services Agreement (Pro-Provider) (CA)

• For more information on the difference between a contractor and an employee, see Employee vs Independent Contractor: What’s The Difference?

• For a step-by-step guide to hiring a contractor, see the Hire a Contractor workflow.

What does the Services Agreement cover?

• Performance of the services;

• Location;

• Payment;

• Client's obligations;

• Intellectual property;

• Confidentiality;

• Relevant warranties and indemnities; and

• Termination.

Other names for Services Agreement include:

• Consultancy Agreement;

• Professional Services Agreement;

• Contractor Agreement;

• B2B Agreement; and

• Services Contract.

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This form is a California specific Services Agreement that sets forth the terms and conditions under which a service provider will provide services to a customer or client. This form is based on California law and contains practical guidance, drafting notes, and alternate and optional clauses.

The form has terms that favor the recipient of services as opposed to the contractor performing them and is based on California law. The terms preferential to the recipient of the services include, among other things, payment and pricing terms, acceptance of work product, warranty and indemnification obligations, confidentiality obligations, non-solicitation, insurance obligations, and audit rights. At all times the service provider is a self-employed, independent contractor and not an employee of the customer. The agreement has been drafted broadly and can be used for a variety of services, and should be tailored based upon the services that will be provided and the specific duties and responsibilities negotiated and agreed to by the parties.