This Service Agreement (the "Agreement") is entered into as of [effective_date] (the "Effective Date"), by and between [service_provider] (the "Service Provider") and [client_name] (the "Client"). The Service Provider and the Client may be referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, the Service Provider is engaged in the business of providing professional services and possesses the skills, qualifications, and experience necessary to perform such services;
WHEREAS, the Client desires to engage the Service Provider to render certain services as described herein, and the Service Provider is willing to provide such services subject to the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services
The Service Provider shall perform and deliver the following services (the "Services") for the Client in a professional and workmanlike manner, consistent with generally accepted industry standards and practices:
[scope_of_services]
The Service Provider shall devote such time, attention, and skill as is reasonably necessary for the proper performance of the Services. The Service Provider retains the right to determine the method, details, and means of performing the Services, provided that the results conform to the specifications set forth herein. Any material changes to the scope of Services shall require the prior written consent of both Parties and may result in an adjustment to the service fee and timeline.
2. Compensation and Payment
In consideration of the Services to be performed under this Agreement, the Client shall pay the Service Provider a total fee of [service_fee] (the "Service Fee"). All amounts are stated in United States Dollars unless otherwise specified.
3. Term and Duration
This Agreement shall commence on the Effective Date, [effective_date], and shall continue in full force and effect until [end_date], unless earlier terminated in accordance with the provisions of this Agreement. If no end date is specified, this Agreement shall remain in effect until the Services have been fully performed and accepted by the Client, or until terminated by either Party as provided herein.
4. Termination
Either Party may terminate this Agreement for convenience by providing prior written notice to the other Party as specified below. Termination shall be effective upon the expiration of the applicable notice period.
5. Termination (continued)
Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches any term or condition of this Agreement and fails to cure such breach within fifteen (15) calendar days after receiving written notice thereof; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial portion of its assets; or (c) ceases to conduct business in the normal course.
Upon termination or expiration of this Agreement, the Client shall pay the Service Provider for all Services satisfactorily performed and all expenses properly incurred through the effective date of termination. Any obligations or duties that by their nature extend beyond the termination of this Agreement shall survive such termination, including but not limited to confidentiality obligations, indemnification, and limitation of liability.
6. Warranties and Representations
The Service Provider represents and warrants that: (a) it has the requisite skills, experience, and qualifications to perform the Services; (b) the Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards; (c) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and (d) the performance of the Services will not violate any applicable law, regulation, or the rights of any third party.
The Client represents and warrants that: (a) it has the full right, power, and authority to enter into this Agreement; (b) it shall provide the Service Provider with timely access to all information, materials, and resources reasonably necessary for the performance of the Services; and (c) all information provided to the Service Provider shall be accurate and complete to the best of the Client's knowledge.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE PROVIDER MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE AGGREGATE LIABILITY OF THE SERVICE PROVIDER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SERVICE FEE ACTUALLY PAID BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT. This limitation of liability shall apply to the fullest extent permitted by law and shall survive the termination or expiration of this Agreement.
8. Indemnification
Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Indemnifying Party's material breach of any representation, warranty, or obligation under this Agreement; (b) the Indemnifying Party's gross negligence or willful misconduct in connection with this Agreement; or (c) any third-party claim arising from the Indemnifying Party's performance or failure to perform under this Agreement.
The Indemnified Party shall provide the Indemnifying Party with prompt written notice of any claim for which indemnification is sought, shall cooperate with the Indemnifying Party in the defense of such claim, and shall not settle any such claim without the Indemnifying Party's prior written consent.
9. Confidentiality
During the term of this Agreement and for a period of two (2) years following its termination or expiration, each Party shall maintain in strict confidence all Confidential Information received from the other Party. "Confidential Information" means any and all non-public, proprietary, or confidential information disclosed by one Party to the other, whether in writing, orally, electronically, or by inspection, including but not limited to trade secrets, business plans, financial information, customer lists, technical data, and the terms of this Agreement.
Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party prior to disclosure without any obligation of confidentiality; (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (d) is rightfully obtained by the receiving Party from a third party without restriction on disclosure.
Each Party shall use the other Party's Confidential Information solely for the purpose of performing its obligations under this Agreement and shall not disclose such information to any third party without the prior written consent of the disclosing Party, except to its employees, agents, or advisors who have a need to know and are bound by obligations of confidentiality no less restrictive than those contained herein.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [state_law], without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved exclusively in the state or federal courts located within the State of [state_law], and each Party hereby irrevocably consents to the personal jurisdiction of such courts.
11. Miscellaneous
Entire Agreement. This Agreement, together with any exhibits, schedules, or attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
Amendments. No amendment, modification, or supplement to this Agreement shall be valid or binding unless made in writing and duly executed by both Parties.
Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' original intent.
Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section shall be null and void.
Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth herein or to such other address as either Party may designate in writing.
Independent Contractor. The Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. The Service Provider shall have no authority to bind or commit the Client in any manner.
Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, labor disputes, government orders, or pandemic.
Service Fee:—
Payment Terms:—
Effective Date:—
Termination Notice:—
Additional Provisions
Staging Inventory Management and Risk Allocation
The parties acknowledge that the Service Provider's staging inventory, which includes but is not limited to furniture, lighting fixtures, wall art, and decorative accessories specifically curated for each project, shall remain the sole property of the Service Provider throughout the term of this Service Agreement for home staging professional services. The Client agrees to exercise reasonable care in protecting said inventory from damage, theft, or misuse while it is located at the Client's property. Should any items from the staging inventory be damaged due to the Client's negligence or failure to maintain the premises, the Client shall reimburse the Service Provider for the full current market value of the affected items plus any applicable restocking, repair, or transportation fees as documented in the Service Provider's inventory valuation schedule. The Service Provider commits to conducting all physical activities related to the installation, maintenance, and de-staging in strict adherence to the Occupational Safety and Health Act (OSHA), particularly 29 CFR §1910.132, which mandates appropriate personal protective equipment and safe work practices for activities involving ladders, heavy lifting, and material handling to prevent workplace injuries. This compliance directly mitigates industry risks of property damage during staging and personal injury on site. Both parties agree that this clause is essential to prevent contract disputes, ensures clear allocation of responsibilities regarding staging inventory, and aligns with standard home staging professional workflows where the inventory is a core tool for enhancing property appeal in real estate transactions. The Client further represents that the premises are free of structural hazards that could damage the inventory or violate OSHA-compliant handling procedures.
Client Obligations for Occupied Staging Conditions
When services under this agreement involve occupied staging, in which the Client or residents continue to live in the property, the Client must preserve the aesthetic integrity of all staging elements by performing regular cleaning, preventing clutter buildup, and ensuring that no items from the staging inventory are moved, altered, or damaged without the Service Provider's prior written consent. The Client shall provide unobstructed access for scheduled maintenance visits and safeguard the staged areas from interference by pets, children, or guests that could accelerate wear on furnishings or decor. All such obligations support the collaborative workflow typical in home staging projects aimed at improving MLS appeal. To maintain efficient operations, the Service Provider will schedule employee visits in compliance with the Fair Labor Standards Act (FLSA) (29 U.S.C. §§ 201 et seq.), which governs overtime pay and work hour limitations, thereby avoiding unplanned overtime costs from Client-induced scheduling disruptions. The Client acknowledges that noncompliance may lead to early removal of staging inventory, additional service charges, or termination of the agreement. This provision specifically addresses contractual pain points in occupied staging conditions, reduces the likelihood of breach of contract claims, and ensures the Service Provider can fulfill its professional duties without unforeseen liabilities related to on-site conditions or employee management.
Rights and Usage of MLS Photos Post-Staging
Following the completion of staging services, the Client is granted a non-exclusive, revocable license to use MLS photos and other images of the staged property solely for real estate listing, marketing, and sales purposes on platforms such as the Multiple Listing Service. The Service Provider retains full ownership rights to the underlying staging designs, concepts, and all photographic materials, including a perpetual, royalty-free license to display, reproduce, and promote these MLS photos in its marketing portfolio, website, social media channels, and industry publications to highlight its expertise as a home staging professional. The Client covenants not to modify the images in any manner that distorts the staging work or utilizes them in competitive or misleading contexts without express permission. This clause resolves a key industry pain point concerning rights and ownership of MLS photos post-staging while protecting the Service Provider's intellectual contributions and proprietary staging inventory aesthetics. All photography sessions will be executed in accordance with the Occupational Safety and Health Act (OSHA) under 29 CFR §1910.132 to ensure safe equipment setup, ladder usage if required for optimal angles, and overall hazard-free documentation processes. The parties agree this allocation of rights prevents future disputes, supports the Service Provider's business development, and is consistent with common practices in home staging agreements where visual assets are central to demonstrating value to realtors and sellers.
Insurance and Mitigation of Property Damage Liabilities
The Service Provider maintains comprehensive commercial general liability insurance coverage sufficient to address incidents of accidental property damage or personal injury that may occur during the delivery of home staging services, including transport, installation, and removal of staging inventory. The Client agrees to promptly notify its own insurance carrier of the staging activities, provide access to pre-staging condition documentation, and cooperate fully in the event of any claim submission or investigation. The Service Provider affirms that all staging operations are performed in full compliance with the Occupational Safety and Health Act (OSHA), specifically following 29 CFR §1910.132 standards for personal protective equipment, safe lifting techniques, and ladder safety protocols to minimize risks inherent in handling heavy furnishings and decor within residential environments. This proactive approach addresses common industry liabilities such as property damage during staging and potential insurance gaps that could arise from on-site activities. The Client understands that while every precaution is taken, normal wear on staging inventory or minor scuffs to surfaces may occur without constituting negligence, and the Service Provider's liability is expressly limited to the proceeds recoverable under its insurance policies after proper documentation. Detailed inventories and photographic records of the property before and after staging will be maintained to facilitate swift resolution of any issues, thereby reducing the potential for breach of contract or prolonged disputes between the home staging professional and the Client.
Additional Details
Scope of Service Details: Specify detailed tasks included in your staging process.:[scope of service]
Insurance Coverage Details: Identify any insurance policies covering services and liabilities.:[insurance requirements]
Property Condition Terms: Outline initial condition assessment and any responsibility disclaimers.:[property condition]
Cancellation Policy: Define terms for termination and any applicable fees.:[cancellation terms]
IN WITNESS WHEREOF, the Parties have executed this Service Agreement as of the Effective Date first written above. Each Party represents that the individual signing below has the full authority to bind such Party to the terms and conditions of this Agreement.
Service Provider
Name: Service Provider
Date: ___________________
Client
Name: Client
Date: ___________________
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