# Service Agreement

**Project**: {{project_name}}  
**Date**: {{date}}  
**Client/Owner**: {{client_name}}  
**Service Provider**: {{service_provider_name}}  
**Contract Language**: {{contract_language}}  
**Governing Law/Jurisdiction**: {{governing_jurisdiction}}

---

> **Agreement Philosophy**: This agreement is designed to be simple, fair, and clear - providing reliable terms that support a long-lasting working relationship between both parties.

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## 1. Project Overview

### The Realization

{{realization}}

### Recommended Solution

{{recommended_solution}}

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## 2. Scope of Services

### The Path Forward

{{path_forward}}

### Deliverables

Based on the path forward, the following deliverables will be provided:

{{deliverables_list}}

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## 3. Our Commitment

{{our_commitment}}

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### Payment Terms

**Total Agreement Amount**: {{total_amount}}

**Payment Structure**: {{payment_structure}}

**Payment Schedule**:
{{payment_schedule}}

**Background**: Clear payment terms protect both parties and ensure fair compensation.

**What it does**: Defines when and how payments will be made.

**Purpose**: 
- Ensures service provider receives fair compensation for work
- Provides client with clear payment expectations
- Protects both parties from payment disputes
- For fixed-price agreements, upfront payment is fair since service provider assumes cost overrun risk

**Payment Terms Details**:
- **Payment Method**: {{payment_method}} (check, wire transfer, credit card, etc.)
- **Payment Due Dates**: {{payment_due_dates}}
- **Late Payment**: {{late_payment_terms}} (e.g., interest charges, work suspension)
- **Payment Conditions**: {{payment_conditions}} (e.g., payment required before work begins, payment tied to deliverables)

**For Fixed-Price Agreements**: 
This is a fixed-price agreement, meaning the service provider commits to deliver specified work for the agreed price, regardless of actual costs. Since the service provider assumes the risk of cost overruns, upfront payment (50-100%) is standard and fair. This demonstrates client commitment and enables the service provider to deliver quality work without cash flow concerns.

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## 4. Timeline

{{timeline}}

*Note: Timeline is based on the path forward outlined above and may be adjusted based on project requirements.*

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## 5. Why It Matters

{{why_it_matters}}

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## 6. Expected Outcomes

### The Value We'll Create

{{value_we_create}}

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## 7. Service Terms

### Payment Terms

{{payment_terms}}

### Deliverable Acceptance

Deliverables will be considered accepted upon:
- Completion according to specifications
- Review and approval by client
- Any requested revisions completed

### Intellectual Property

All deliverables and work products will be owned by {{client_name}} upon full payment.

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## 8. Risks and Considerations

### Cost of Inaction

{{cost_of_inaction}}

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## 9. Confidentiality

### Confidentiality Clause

**Background**: This clause protects sensitive information shared during the project.

**What it does**: Both parties agree to keep project information confidential.

**Purpose**: Protects proprietary information, business strategies, trade secrets, and sensitive data.

**Terms**:

Both parties agree to:

- Keep all project-related information confidential
- Not disclose project details to third parties without written consent
- Use confidential information solely for project purposes
- Return or destroy confidential materials upon project completion or termination
- Maintain confidentiality obligations even after project completion

**Exceptions**:
- Information already publicly known
- Information independently developed
- Information required by law to be disclosed

**Duration**: Confidentiality obligations shall remain in effect for [X] years after project completion.

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## 10. Not to Exceed Clause

### Budget Cap

**Background**: This clause sets a maximum budget limit.

**What it does**: States that total costs will not exceed a specified amount without prior written approval.

**Purpose**: 
- Protects both parties from unexpected cost overruns
- Ensures budget control
- **Prevents scope creep** - Any work beyond the original scope requires approval and may affect the budget cap

**Terms**:

- Total project costs shall not exceed **{{not_to_exceed_amount}}** without prior written approval from {{client_name}}
- Any work that would exceed this amount must be approved in advance
- If additional work is needed, a change order must be signed before proceeding
- This cap includes all fees, expenses, and costs related to the project

**Change Orders and Scope Control**:
- Any changes to scope that affect cost must be documented in a written change order
- Change orders must be signed by both parties before work begins
- Change orders may adjust the not-to-exceed amount if agreed upon
- **Scope creep prevention**: Work outside the original scope (as defined in Section 2) requires a change order and approval before proceeding
- This clause helps prevent gradual expansion of project scope without proper authorization

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## 11. Terms and Conditions

### Work Initiation

**When work begins**: {{work_initiation_date_or_condition}}

**Background**: This clause specifies exactly when the service provider is authorized to begin work.

**What it does**: Defines the start date or conditions that must be met before work begins.

**Purpose**: 
- Prevents unauthorized work before agreement is fully executed
- Establishes clear timeline expectations
- Protects both parties by ensuring work only begins after proper authorization

**Initiation conditions** (select applicable):
- Upon full execution of this agreement (signatures from both parties)
- On a specific date: {{specific_start_date}}
- Upon receipt of initial payment/deposit
- Upon written notice from {{client_name}}
- Other: {{custom_initiation_condition}}

### Project Initiation

This project is initiated upon approval of the project pitch. Project initiation is considered complete upon stakeholder approval.

### Changes and Modifications

Any changes to scope, timeline, or investment must be agreed upon in writing by all parties.

### Termination

Either party may terminate this agreement with [X] days written notice. Upon termination, payment is due for work completed to date.

### Dispute Resolution

**Background**: Defines how conflicts will be resolved if they arise.

**What it does**: Establishes the process for handling disagreements.

**Purpose**: Provides a clear path for resolving disputes without costly litigation when possible.

**Method**: {{dispute_resolution_method}} (mediation/arbitration/litigation)

**Location**: {{dispute_resolution_location}}

Any disputes arising from this agreement shall be resolved through {{dispute_resolution_method}} in {{dispute_resolution_location}}.

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### Governing Law and Jurisdiction

**Background**: Determines which laws apply and where legal proceedings would take place.

**What it does**: Specifies the legal framework and court system that governs the agreement.

**Purpose**: Provides legal clarity and predictability for both parties.

**Governing Law**: This agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

**Jurisdiction**: Any legal proceedings arising from this agreement shall be subject to the exclusive jurisdiction of the courts of {{governing_jurisdiction}}.

**Contract Language**: This agreement is executed in {{contract_language}}. In case of translation, the {{contract_language}} version shall prevail.

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## 12. Approval

**Client/Owner Approval**:

Signature: _________________  
Name: {{client_name}}  
Date: _______________

**Service Provider Approval**:

Signature: _________________  
Name: {{service_provider_name}}  
Date: _______________

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## Appendix

### Reference Documents

- Project Pitch: `docs/wds-1-project-brief/pitch.md`
- Project Brief: (To be created after agreement approval)

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*This service agreement is based on the project pitch dated {{date}}.*

