Service Agreement Template

Disclaimer: Draft prepared for operational use. Not legal advice. Have a licensed New Jersey attorney review before publication.

Template version: 1.1 Effective date: June 10, 2026

How to use this template

Copy this document for each paid engagement beyond a simple one-off Stripe purchase, especially First Fix, Mini Build, and custom projects. Replace all bracketed fields. Send as PDF or use an e-signature tool. Both parties should retain a signed copy.

Mini Build requirement: For Mini Build engagements, obtain a signed Agreement (or email-approved equivalent) before work expands beyond the starter payment. The starter payment alone does not obligate Provider to complete open-ended work without agreed scope.

This template supplements the Killough Works Terms of Service, Privacy Policy, Refund Policy, AI Disclosure, and Intellectual Property Policy.

SERVICE AGREEMENT

Agreement date: [AGREEMENT DATE]

This Service Agreement ("Agreement") is between:

Provider: Jonathan Killough d/b/a Killough Works South Jersey, New Jersey, United States Email: jonathan@killough.works

Client: [CLIENT LEGAL NAME / BUSINESS NAME] [CLIENT ADDRESS] [CLIENT EMAIL] [CLIENT PHONE — optional]

Provider and Client are each a "Party" and together the "Parties."

1. Project summary

2. Scope of work

2.1 In scope

Provider will perform the following deliverables ("Deliverables"):

2.2 Out of scope

Unless added by written change order, the following are excluded:

• [ ] Full website redesign or rebrand
• [ ] Unlimited revisions
• [ ] Ongoing maintenance or support after delivery
• [ ] WCAG/ADA audit or remediation
• [ ] Security penetration testing
• [ ] SEO guarantees or paid advertising
• [ ] Custom mobile app development
• [ ] Data migration beyond [SPECIFY LIMIT]
• [ ] [OTHER EXCLUSIONS]

2.3 Change orders

Work outside Section 2.1 requires a written Change Order signed or approved by email by both Parties, including added fees and timeline impact.

2.4 Limited-Scope Engagements (Friction Check / First Fix only)

If this Agreement covers a Friction Check or First Fix, it is a Limited-Scope Engagement as defined in the Terms of Service. It includes only the deliverables in Section 2.1. It does not include ongoing support, maintenance, monitoring, future updates, bug fixes for unrelated issues, platform changes made by third parties after delivery, or rework caused by Client or third-party modifications unless added by change order.

3. Client responsibilities

Client will:

1. Provide accurate information, assets, and feedback 2. Provide timely access to platforms, hosting, DNS, or tools needed for performance 3. Remain solely responsible for maintaining current backups of websites, databases, content, and business systems before any live changes. Provider is not responsible for data loss, corruption, downtime, or restoration costs arising from missing, outdated, or failed backups 4. Respond to requests within [3–5] business days 5. Ensure Client Materials are lawful and properly licensed 6. Review Deliverables before public release or production reliance 7. Maintain Client-owned accounts for third-party services (hosting, Stripe, automation tools, etc.)

By providing credentials, delegated access, administrative permissions, or written instructions, Client authorizes Provider to make the requested modifications to Client systems. Client acknowledges that website, automation, API, and platform changes may produce unintended effects despite reasonable care.

Provider is not responsible for third-party account lockouts, platform enforcement actions, policy violations, account suspensions, credential compromises, authentication failures, or access issues on Client-controlled platforms (including WordPress, Squarespace, Wix, Shopify, Meta, Google, and hosting panels), except to the extent directly caused by Provider's intentional misconduct or gross negligence.

Delays caused by Client may extend the timeline and may incur restart fees for reserved capacity.

4. Fees and payment

4.1 Project fee

4.2 Payment method

Payments are made via [ ] Stripe link [ ] Invoice [ ] Other: [METHOD]

4.3 Late payment

If payment is more than [7] days late, Provider may pause work after written notice. Late balances may accrue a [1.5% monthly or lawful maximum] late charge.

4.4 Pass-through costs

Pre-approved third-party costs (plugins, stock assets, domains, ads, software licenses) are billed at cost unless included in the project fee.

4.5 Refunds

Refunds are governed by the Killough Works Refund Policy unless this Agreement states different milestone-specific terms below:

[OPTIONAL CUSTOM REFUND / KILL FEE LANGUAGE]

4.6 Payment disputes and chargebacks

Client agrees to contact Provider at jonathan@killough.works regarding billing concerns before initiating a chargeback or payment dispute with a financial institution, when practicable. See Terms of Service Section 7.5 and the Refund Policy.

5. Timeline

Friction Check standard: delivered within 48 hours after payment and receipt of review materials, unless otherwise stated here.

Timeline dates are estimates, not guarantees, when Client delays or third-party outages occur.

6. Revisions

Additional revisions are billed at $[HOURLY OR FLAT RATE] or by change order.

7. Acceptance

Client will review Deliverables within seven (7) business days of delivery notice.

Unless Client provides written rejection describing material non-conformance with Section 2.1, Deliverables are deemed accepted when any of the following occurs:

• Client publishes or uses Deliverables in production
• Client provides written acceptance
• The review period expires without a valid rejection

Provider will correct material non-conformance within scope at no additional charge.

8. AI-assisted services

Client acknowledges Provider may use AI tools as described in the AI Disclosure. Client is responsible for final review before production use.

[ ] Client requested no-AI delivery where feasible

9. 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 Deliverables created for this project
• Provider Materials are excluded from Client ownership even when embedded in Deliverables (see Intellectual Property Policy Section 4.1)
• Provider retains Provider Materials and grants Client a license to use embedded Provider Materials as part of the Deliverables
• Third-party licenses remain subject to third-party terms

Portfolio use: [ ] Allowed [ ] Not allowed [ ] Allowed with redaction / anonymization

10. Confidentiality

Each Party may receive non-public information from the other. The receiving Party will use that information only to perform under this Agreement and will protect it with reasonable care.

Exclusions: public information, independently developed information, or information lawfully received without restriction.

11. Warranties and disclaimers

Provider warrants that services will be performed in a professional manner consistent with the scope of this Agreement.

OTHERWISE, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Provider does not guarantee specific business results, lead volume, revenue, rankings, or uptime of third-party platforms.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

1. PROVIDER WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA. 2. PROVIDER'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100).

13. Indemnification

Client will defend and indemnify Provider against claims arising from Client Materials, Client's unlawful use of Deliverables, Client's business operations, or Client's breach of this Agreement, except to the extent caused by Provider's intentional misconduct or gross negligence.

14. Termination

14.1 Convenience

Either Party may terminate before work begins with written notice. Deposits for unstarted work are refundable per the Refund Policy.

14.2 Cause

Either Party may terminate for material breach if the breach is not cured within [10] days of written notice.

14.3 Effect of termination

Upon termination, Client pays for work performed through the termination date and approved pass-through costs. Provider delivers completed work paid for to date. Sections on confidentiality, IP (as paid), limitation of liability, indemnity, and dispute resolution survive.

14.4 Kill fee (optional)

If Client cancels after work has started without Provider breach, a kill fee of [PERCENTAGE OR FLAT AMOUNT] of the total project fee applies.

15. Independent contractor

Provider is an independent contractor, not an employee, partner, or joint venturer of Client. Provider controls the manner and means of performing services.

Client is responsible for its own taxes, employees, and regulatory compliance.

16. Dispute resolution

The Parties will attempt good-faith negotiation for 30 days before pursuing litigation.

[ATTORNEY REVIEW — choose one:]

• [ ] Litigation in New Jersey courts per Section 17
• [ ] Mediation in New Jersey before litigation
• [ ] Binding arbitration under [RULES] in [LOCATION]

17. Governing law

This Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-law principles. Venue lies in New Jersey courts unless arbitration is selected above.

18. Notices

Legal and project notices may be sent to the emails listed above or to any updated email provided in writing.

19. Entire agreement

This Agreement, together with the referenced Killough Works policies and any signed change orders, is the entire agreement for this project and supersedes prior discussions.

Amendments must be in writing and signed or email-approved by both Parties.

20. Signatures

Provider — Killough Works

Signature: ___________________________ Name: Jonathan Killough Title: Owner Date: ___________________________

Client

Signature: ___________________________ Name: [CLIENT SIGNER NAME] Title: [TITLE] Date: ___________________________

Appendix A — Change order template

Change order #: [NUMBER] Date: [DATE] Project: [PROJECT NAME]

Description of added work:

[DESCRIBE]

Added fee: $[AMOUNT] Added timeline: [DAYS] Impact on Deliverables: [DESCRIBE]

Approved:

Provider: ___________________________ Date: _________ Client: ___________________________ Date: _________

Appendix B — Client onboarding checklist

• [ ] Signed Agreement or written scope approval
• [ ] Deposit received
• [ ] Primary contact confirmed
• [ ] Target URLs / assets collected
• [ ] Backup confirmed for live changes
• [ ] Access method agreed (no plaintext passwords preferred)
• [ ] AI disclosure acknowledged
• [ ] Third-party account ownership confirmed
• [ ] Revision and acceptance timeline understood

*Related: Terms of Service · Refund Policy · Intellectual Property Policy*