Practice document. This template is prepared for operational use and is not legal advice. Project-specific agreements may vary.
Template version: v1.2 Last updated: July 11, 2026 Provider: Jonathan Killough d/b/a Killough Works Contact: ionkilo42@gmail.com
1. Parties
This Service Agreement is between:
Provider: Jonathan Killough d/b/a Killough Works Client: [Client legal name and business name] Effective date: [Project effective date]
Provider and Client may each be called a "Party" and together the "Parties."
2. Project Summary
Provider will perform the services described in this Agreement, attached scope, written proposal, invoice, checkout confirmation, or approved email thread.
| Field | Project terms |
|---|---|
| Project name | [Project name] |
| Offer type | [Friction Check / First Fix / Mini Build / Custom] |
| Primary goal | [Goal] |
| Platforms involved | [Website, hosting, automation, payment, CRM, etc.] |
| Delivery format | [Video, notes, page, code, repository, automation, documentation, launch support] |
Only items expressly listed in scope are included.
3. Deliverables
Provider will deliver:
- [Deliverable 1]
- [Deliverable 2]
- [Deliverable 3]
Deliverables are practical implementation outputs or recommendations, not guaranteed business outcomes. Provider does not guarantee revenue, leads, conversion rates, rankings, uptime, platform approval, or customer behavior.
4. Out of Scope
Unless added by written change order, the following are outside scope:
- Full redesigns, rebrands, or multi-page rebuilds not listed above
- Legal, tax, financial, medical, security, or regulatory advice
- Guaranteed WCAG or ADA compliance audits
- 24/7 monitoring, emergency support, or ongoing maintenance
- Paid media management, SEO guarantees, or reputation management
- Third-party account recovery, malware cleanup, hosting disputes, or platform lockouts
- Work caused by missing access, missing backups, client edits, or third-party changes after delivery
Provider may pause work and quote separately if the project requires out-of-scope work.
5. Fees and Payment
Client will pay:
| Fee item | Amount | Due date |
|---|---|---|
| Starter payment / deposit | $[amount] | [date] |
| Milestone payment | $[amount] | [date/event] |
| Final payment | $[amount] | Before final transfer or launch |
Payments are non-refundable once work begins except as stated in this Agreement or the Refund Policy. Client is responsible for applicable taxes unless Provider is required to collect them.
Provider may withhold final files, repository access, launch steps, transfer steps, credentials, or support until all amounts owed are paid.
6. Timeline and Client Cooperation
Estimated timeline: [timeline]
Client will provide timely access, materials, approvals, feedback, and decisions. Delays in client response, missing access, missing materials, platform problems, or third-party delays may extend the timeline.
Provider is not responsible for delay caused by client inaction, platform outages, vendor review, account lockouts, authentication issues, or other events outside Provider's reasonable control.
7. Revisions and Acceptance
Included revisions: [number and description]
Client will review Deliverables within seven (7) business days after delivery notice unless another review period is stated.
Deliverables are accepted when any of the following occurs:
- Client provides written acceptance
- Client publishes or uses Deliverables in production
- The review period expires without a written rejection describing material non-conformance with scope
Provider will correct material non-conformance within scope at no additional charge. Preference changes, new requirements, and out-of-scope requests require a change order or new quote.
8. Client Responsibilities
Client is responsible for:
- Providing accurate project information and lawful instructions
- Supplying content, assets, credentials, permissions, and approvals needed for the work
- Maintaining current backups before live changes
- Reviewing and testing Deliverables before production use
- Ensuring Client Materials do not infringe third-party rights
- Maintaining platform accounts, subscriptions, licenses, domains, hosting, plugins, and APIs
- Complying with laws, industry rules, accessibility obligations, advertising rules, and platform policies applicable to Client's business
By providing credentials, delegated access, administrative permissions, or written instructions, Client authorizes Provider to make the requested modifications.
9. AI-Assisted Services
Client acknowledges that Provider may use AI tools as described in the AI Disclosure. Client remains responsible for final review, testing, factual verification, compliance decisions, and production approval.
No-AI requirement: [Not requested / Requested and accepted for specified deliverables / Not feasible for this scope]
10. Intellectual Property
Ownership and licenses are governed by the Intellectual Property Policy, summarized here:
- Client retains Client Materials.
- Upon full payment, Client receives ownership or the agreed license to final custom Deliverables created for this project.
- Provider Materials remain owned by Provider, even when embedded in Deliverables.
- Client receives a license to use embedded Provider Materials only as part of the delivered project.
- Third-Party Materials remain subject to third-party licenses and account terms.
Portfolio use: [Allowed / Not allowed / Allowed with redaction or anonymization]
11. Confidentiality
Each Party may receive non-public information from the other. The receiving Party will use that information only to perform under this Agreement, support the project, or comply with law, and will protect it with reasonable care.
Confidentiality does not apply to information that is public, independently developed, or lawfully received without restriction.
12. Warranties and Disclaimers
Provider warrants that services will be performed in a professional manner consistent with the agreed scope.
OTHERWISE, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OPERATION, ERROR-FREE PERFORMANCE, AND COMPATIBILITY WITH EVERY ENVIRONMENT.
Provider does not guarantee business results, lead volume, revenue, rankings, uptime of third-party platforms, or performance of client-controlled systems.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- PROVIDER WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOST GOODWILL.
- PROVIDER'S TOTAL LIABILITY FOR CLAIMS ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT CLIENT PAID PROVIDER FOR THIS PROJECT IN THE TWELVE (12) MONTHS BEFORE THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100).
Limitations apply to the fullest extent permitted by law.
14. Indemnification
Client will defend, indemnify, and hold harmless Provider from claims, damages, losses, liabilities, costs, and expenses arising out of Client Materials, Client instructions, Client's unlawful use of Deliverables, Client's breach of this Agreement, or disputes between Client and Client's customers, vendors, platforms, or users.
This obligation does not apply to the extent a claim is caused by Provider's intentional misconduct or gross negligence.
15. Termination
Either Party may terminate this Agreement in writing if the other Party materially breaches and does not cure within a reasonable period after notice.
If the Agreement terminates after work begins, Client remains responsible for fees earned, time reserved, third-party costs, and work performed through the termination date. Provider may deliver completed paid work and withhold unpaid work.
16. Governing Law and Dispute Resolution
This Agreement is governed by New Jersey law, without regard to conflict-of-law rules.
Before filing a formal claim, the Parties will attempt in good faith to resolve the dispute through direct written communication unless emergency relief is necessary.
17. Entire Agreement and Order of Control
This Agreement, any attached scope, approved written change orders, the Terms of Service, and referenced practice documents form the agreement for the project.
If documents conflict, the following order controls:
- Signed or electronically accepted project-specific Service Agreement
- Written change order or approved written scope
- Invoice or checkout terms
- Public Terms of Service and practice documents
18. Signatures
Provider: Jonathan Killough d/b/a Killough Works Signature: ___________________________ Date: _______________________________
Client: [Client name] Signature: ___________________________ Date: _______________________________
Related: Terms of Service · Refund Policy · AI Disclosure · Intellectual Property Policy