The Services, or Provision of Services, Consulting Services, or Contractor Services clause in a services agreement describes the services, directly or by reference, that the service provider will provide
Our standard language is what you might find in a typical Independent Contractor Agreement, but can be used in a variety of situations.
Most clauses simply refer to the scope of work or an exhibit for a description of services. Others directly describe the contractor's service obligations in the clause.
Services. [PARTY A] shall provide to [PARTY B] [[DESCRIPTION OF SERVICES] / the services listed in the attached Statement of Work] (the "Services").
[PARTY B]'s Services. As [PARTY A]'s exclusive financial advisor, [PARTY B] shall provide financial and logistical services and advice to [PARTY A] and assist its management, legal counsel, accountants, and other advisors in connection with the Contemplated Transaction and related issues, including, as necessary or reasonably requested by [PARTY A], including the following.
Study Operations. [PARTY B] shall study and review the business, operations, and historical financial performance of [PARTY A] (based upon management’s forecast of financial performance) so as to enable [PARTY B] to provide advice to [PARTY A].
Understand Business Needs. [PARTY B] shall build an understanding of [PARTY A]'s business strategy, competitive landscape, financial history, and future projections, funding needs, proposed use of the funds (if they are obtained), and related matters.
Formulate Strategy. [PARTY B] shall assist [PARTY A] in attempting to formulate the best strategy to meet [PARTY A]'s working capital and capital resource needs.
Prepare Business Plan. [PARTY B] shall prepare a business plan that includes an executive summary, summary of strategic vision, financial history, projections, use of funding, executive biographies, and other information as needed.
List of Potential Investors. [PARTY B] shall cultivate a list of targeted potential investors from publicly available angel investor sources and its own professional contacts.
Introductions to Lenders and Investors. [PARTY B] shall introduce [PARTY A] to potential lenders of funds as well as to potential investors (whether the potential investment is in the form of debt or equity financing, or some combination of debt and equity).
Structure Transactions. [PARTY B] shall assist in the formulation of the terms and structure of any Contemplated Transaction.
Present Contemplated Transactions. [PARTY B] shall assist in the presentation to the Board of any Contemplated Transaction.
Recommend Professional Connections. [PARTY B] shall recommend other professionals (attorneys, accountants, industry specialists) on an as needed basis.
Additional Investment Banking Services. [PARTY B] shall provide other financial advisory and investment banking services in connection with any conversions, offerings, exchanges, or other aspects of a Contemplated Transaction as may be agreed upon by the parties.
[PARTY A]'s Acknowledgment Regarding Completed Transactions. [PARTY A] acknowledges
that there is no guarantee or assurance made by [PARTY B] that a Completed Transaction will ever be achieved,
[PARTY B]’s duty to [PARTY A] is to perform its obligations under this agreement in a timely and professional manner, and
[PARTY B] will have no liability to [PARTY A] if Completed Transaction is not consummated.