Service Agreement - Long Form

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Introduction

When a business must perform work for which its own human resources are inadequate, it generally turns to the market to find the appropriate resources. As such, the business will have to enter into a service agreement with a third party that has the expertise and personnel required to ensure the proper performance of the desired work.

This document establishes the contractual framework of such a legal/commercial operation.

Description

The service agreement is the instrument by which a person, the provider, offers its services for tasks that the other party, the client, requires. This agreement sets out the tasks that the provider must perform in exchange for the consideration paid by the client. This is not an employment agreement: the provider is an independent contractor of the client.

Use

We recommend the use of this document when the client wishes to use the services of the provider without establishing a relationship of permanent or temporary employment. However, it is important to clarify that such an agreement may be considered by the courts as a contract of employment if the relationship between the parties involves a significant subordination of the provider to the client. It is a question of fact left to the discretion of the courts. If the service provider works exclusively for the client, if the latter controls how the service provider should carry out its duties, or if the client provides the necessary tools to accomplish the work to the service provider, it might be more appropriate to use an employment agreement (see Chapter C of the Business Precedents) to establish the terms of the relationship between the parties.

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