Standard client agreement template · © 2026 Ortix Group
This Service Agreement ("Agreement") is entered into as of ____________ (the "Effective Date") between Ortix Group ("Provider"), , and ____________________________ ("Client").
Provider will perform the services described in Exhibit A (Scope of Work) (the "Services"). Any work not described in Exhibit A is out of scope and requires a written change order signed by both parties.
Client will pay the fees set out in Exhibit A. Unless stated otherwise, invoices are due within fifteen (15) days of the invoice date.
Government fees, third-party fees, testing fees and similar pass-through costs are billed at cost, itemized separately, and are Client's responsibility.
Undisputed amounts not paid when due may accrue interest at 1.5% per month, and Provider may suspend Services on written notice.
Client will: (a) provide accurate, complete and timely information, records and access needed to perform the Services; (b) designate a point of contact with authority to make decisions; (c) review deliverables and filings; and (d) remain responsible for its own operations and regulatory compliance.
Provider is not liable for any deficiency or penalty caused by inaccurate, incomplete or late information supplied by Client.
Where the Services require access to Client's third-party systems (for example, an electronic logging device platform), Client authorizes Provider to access such systems and will furnish the necessary credentials or authorization. Client represents it has the right to grant such access. Provider will request read-only access where operationally sufficient and will use such access solely to perform the Services.
Ortix Group is not a law firm and does not provide legal representation or legal advice. Compliance Services consist of preparation, filing, record-keeping, monitoring, training and consulting support. Client acknowledges that it retains ultimate responsibility for its regulatory compliance and that Provider does not guarantee any particular regulatory outcome, audit result, or absence of penalties.
This Agreement begins on the Effective Date and continues until the Services are complete or, for recurring services, on a month-to-month basis. Either party may terminate for convenience on thirty (30) days' written notice, or immediately for material breach not cured within ten (10) days of written notice. Client will pay for all Services performed through the effective date of termination.
Each party will protect the other's non-public information with at least reasonable care and use it only to perform or receive the Services. This section survives termination for three (3) years, and indefinitely for information constituting a trade secret.
Upon full payment, Client owns the final deliverables specifically created for Client under Exhibit A. Provider retains ownership of its pre-existing materials, templates, know-how, and tools, and grants Client a non-exclusive, perpetual license to use them solely as embedded in the deliverables.
Provider warrants it will perform the Services in a professional and workmanlike manner consistent with industry standards.
EXCEPT AS EXPRESSLY STATED, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE. PROVIDER'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Client will indemnify Provider against third-party claims arising from Client's operations, Client's violation of law, or inaccurate or incomplete information provided by Client. Provider will indemnify Client against third-party claims that Provider's deliverables infringe a US intellectual property right.
Provider maintains professional liability (errors & omissions) and commercial general liability insurance in commercially reasonable amounts and will furnish a certificate of insurance on request.
Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.
This Agreement is governed by the laws of the State of Indiana. The parties will first attempt to resolve any dispute in good faith. Any unresolved dispute shall be brought exclusively in the courts located in Indiana.
This Agreement, together with Exhibit A and any signed change orders, is the entire agreement between the parties and supersedes all prior discussions. It may be amended only in a writing signed by both parties. If any provision is held unenforceable, the remainder stays in effect.
Services, deliverables, timeline and fees for this engagement:
[To be completed for each client engagement.]
Provider: ____________________________ Date: ____________
Client: ____________________________ Date: ____________