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
Client Authorization Verification Procedure
The Client shall provide valid proof of identity and legal authorization to the Service Provider prior to the commencement of any locksmith services, including lockout services, rekeying, installation of deadbolts, master key creation, or access control modifications. Such proof may consist of photo identification, vehicle registration, property deeds, or other documentation sufficient to establish the Client's authority over the affected premises or items. The Service Provider will document this verification process to protect against unauthorized entry claims. In accordance with Texas Occupations Code Chapter 1702, the Service Provider is obligated to operate ethically and within legal bounds to safeguard public interests. Should the Client fail to provide adequate verification, the Service Provider reserves the right to decline service without incurring any liability. The Client agrees to indemnify and hold harmless the Service Provider from any and all claims, damages, or legal actions that may arise from services rendered based upon the Client's representations of authority. This includes scenarios involving landlord-tenant disputes or shared property access. Additionally, for emergency service situations, the Client accepts that rapid response may necessitate more invasive techniques such as drilling or forced entry, potentially leading to repair needs for which the Service Provider assumes no responsibility beyond the agreed scope. This procedure ensures compliance with licensing standards and reduces risks inherent in the locksmith profession.
Property Damage Mitigation and Liability Disclaimer
While the Service Provider utilizes best practices and professional tools to minimize damage when performing services like picking locks or installing new hardware, the Client understands that incidental damage to doors, frames, or existing locks may occur, especially during emergency lockout resolutions or when dealing with aged or damaged mechanisms. The Service Provider disclaims liability for such damage except in instances of proven gross negligence. The Client is encouraged to disclose any known issues with the locks or doors beforehand. This disclaimer aligns with the standards set forth in the Illinois Private Detective, Private Alarm, Private Security, Fingerprint Vendor, and Locksmith Act, which governs the professional conduct and operational limits for locksmiths to balance service delivery with risk management. The Client hereby releases the Service Provider from claims related to reasonable wear, tear, or unavoidable damage resulting from necessary rekeying or replacement activities. Furthermore, the agreement requires the Client to maintain adequate insurance on their property. In the rare event of damage, the Service Provider will provide a detailed report of actions taken to assist with any insurance claims the Client may file. This clause is critical for the locksmith industry where physical intervention is often required to restore access or security.
Key Duplication Authorization and Compliance
All requests for key duplication, including standard keys, restricted keys, or master key systems, must be accompanied by explicit authorization and proof of legal entitlement to such duplication. The Service Provider shall not proceed with any key cutting or programming without first confirming compliance with all relevant laws prohibiting unauthorized duplication. The Client represents and warrants that they possess the full legal right to request these services and shall defend, indemnify, and hold the Service Provider harmless from any liability, loss, or damage arising from unauthorized key duplication claims. This provision is mandated to follow the AAPD Model Programs for Locksmith Licensing, which emphasize the importance of ethical key control to prevent security breaches and potential criminal misuse. The Service Provider will maintain records of all duplications performed, including serial numbers where applicable, for a period consistent with industry best practices. The Client acknowledges that duplicated keys might not match original manufacturer specifications perfectly and that the Service Provider offers no guarantee against future lock failures unrelated to the service quality. For access control systems involving electronic keys or fobs, additional programming fees may apply and are not included in standard service fees. Refusal to provide sufficient authorization will result in service denial. This ensures the integrity of the locksmith's role in maintaining security rather than compromising it.
Warranty of Workmanship and Regulatory Adherence
The Service Provider warrants that all locksmith services, including rekeying, lock installation, deadbolt replacement, and emergency lockout responses, will be performed in a professional manner consistent with industry standards and in full compliance with all applicable licensing and regulatory requirements. This includes possession of current licensure, completion of any mandated background verifications, and adherence to continuing education as prescribed by governing bodies. The warranty extends for a period of thirty days from the date of service, covering defects in workmanship but excluding damage caused by misuse, normal wear, or third-party interference. Should any issues arise within the warranty period related to the specific service provided such as improper master key functionality or rekeying errors, the Service Provider will address them at no additional labor charge. However, this warranty does not cover parts or materials unless specified. The Client agrees to cooperate fully in any warranty claims by providing access and information as needed. This warranty is provided pursuant to the expectations established in locksmith regulatory frameworks such as those modeled by the American Association of Professional Locksmiths under the AAPD Model Programs for Locksmith Licensing. The Service Provider maintains records of all training and licensing to substantiate this warranty. In no event shall the warranty cover consequential damages or issues stemming from pre-existing conditions not disclosed by the Client at the time of service. This clause provides assurance to the Client while limiting the scope to reasonable professional expectations within the locksmith trade.
Additional Details
Detailed Service Location & Lock Description:[service location description]
Method Used to Verify Customer Authorization (e.g., ID, Property Deed, Callback): [customer authorization verification method]
Client acknowledges and agrees to the separate emergency/after-hours service fee as detailed in the payment terms.: [emergency service fee acknowledgment]
Client authorizes the duplication of keys and confirms they have the legal right to do so.: [key duplication authorization]
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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