Generate legal utility contracts for closing services with customizable terms and compliance checks.
This document provides a comprehensive, detailed, and customizable template for a Professional Services Agreement (hereinafter, the "Agreement") for ghost closing utility services. It is designed to be adapted by customers for specific engagements, ensuring clarity, legal compliance, and professional standards.
This Professional Services Agreement (the "Agreement") is made and entered into as of this [Day] day of [Month], [Year] (the "Effective Date"),
BETWEEN:
[CLIENT LEGAL NAME], a [Type of Entity, e.g., corporation, LLC] duly organized and existing under the laws of [State/Country of Incorporation], with its principal place of business located at [Client Address] (hereinafter referred to as the "Client"),
AND
[SERVICE PROVIDER LEGAL NAME], a [Type of Entity, e.g., corporation, LLC, sole proprietorship] duly organized and existing under the laws of [State/Country of Incorporation], with its principal place of business located at [Service Provider Address] (hereinafter referred to as the "Service Provider").
(Client and Service Provider collectively referred to as the "Parties" and individually as a "Party").
WHEREAS, the Client is in the business of [Brief description of Client's business, e.g., real estate brokerage, title insurance, loan origination] and requires specialized support for closing-related activities;
WHEREAS, the Service Provider possesses expertise in providing "ghost closing" utility services, including but not limited to [list general services, e.g., document preparation, coordination, administrative support for real estate transactions];
WHEREAS, the Client desires to engage the Service Provider to perform such services, and the Service Provider desires to accept such engagement, upon the terms and conditions hereinafter set forth.
The following terms shall have the meanings ascribed to them hereunder:
2.1. Engagement: The Client hereby engages the Service Provider, and the Service Provider hereby accepts the engagement, to provide the "Ghost Closing Utility Services" as described in detail in Exhibit A (Statement of Work) attached hereto and incorporated by reference.
2.2. Service Provider's Role: The Service Provider shall perform the Closing Services in a professional and workmanlike manner, utilizing reasonable care and skill, and in accordance with industry best practices. The Service Provider acknowledges that its role is to provide administrative and support functions, and it shall not act as a licensed real estate agent, broker, attorney, or title officer unless explicitly and separately licensed to do so and operating under the explicit direction and supervision of the Client or Client's designated licensed professionals.
2.3. Client's Responsibilities: The Client shall provide the Service Provider with all necessary information, documents, access, and cooperation required for the Service Provider to perform the Closing Services in a timely and efficient manner. The Client retains ultimate responsibility for legal compliance, accuracy of final documents, and all aspects of the Real Estate Transaction.
2.4. Modifications: Any changes or additions to the Scope of Services must be agreed upon in writing by both Parties and may result in an adjustment to the Fees and/or schedule.
3.1. Fees: In consideration for the Closing Services rendered by the Service Provider, the Client shall pay the Service Provider the Fees as set forth in Exhibit B (Fee Schedule) attached hereto and incorporated by reference.
3.2. Invoicing and Payment: The Service Provider shall invoice the Client [Frequency, e.g., weekly, bi-weekly, monthly, upon completion of milestones] for the Fees incurred. Invoices shall be payable by the Client within [Number] days of receipt.
3.3. Expenses: [Choose one option below or customize]
* Option A (Included): All reasonable and customary expenses incurred by the Service Provider in the performance of the Closing Services are included in the Fees and will not be billed separately.
* Option B (Reimbursable): The Client shall reimburse the Service Provider for pre-approved, reasonable, and necessary out-of-pocket expenses incurred in the performance of the Closing Services, provided such expenses are supported by original receipts and itemized statements. Reimbursable expenses shall not exceed [Maximum Amount] without prior written consent from the Client.
* Option C (Not Applicable): No expenses shall be reimbursed.
3.4. Late Payments: Any undisputed amounts not paid when due shall be subject to a late fee of [Percentage]% per month or the maximum amount permitted by law, whichever is less, calculated from the date such payment was due until the date paid.
3.5. Taxes: All Fees are exclusive of any applicable taxes, duties, or other governmental charges, which shall be the sole responsibility of the Client.
4.1. Term: This Agreement shall commence on the Effective Date and shall continue until [Specific Date, e.g., one (1) year from the Effective Date, until all services in Exhibit A are completed], unless sooner terminated in accordance with the provisions of this Section 4 (the "Term").
4.2. Termination for Convenience: Either Party may terminate this Agreement for convenience upon [Number] days' prior written notice to the other Party. In the event of such termination by the Client, the Client shall pay the Service Provider for all Closing Services performed and expenses incurred up to the effective date of termination.
4.3. Termination for Cause: Either Party may terminate this Agreement immediately upon written notice to the other Party if:
* The other Party breaches any material provision of this Agreement and fails to cure such breach within [Number] days after receiving written notice thereof; or
* The other Party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
4.4. Effect of Termination: Upon termination of this Agreement for any reason:
* The Service Provider shall immediately cease all work on the Closing Services.
* The Client shall pay the Service Provider all outstanding Fees and reimbursable expenses for Closing Services performed up to the effective date of termination.
* Each Party shall return or destroy all Confidential Information of the other Party, except as required by law or necessary for internal record-keeping.
* Sections 1, 3, 4.4, 8, 9, 10, 11, 12, 13, 14, and 15 shall survive the termination of this Agreement.
5.1. Mutual Warranties: Each Party represents and warrants that:
* It has the full power and authority to enter into and perform its obligations under this Agreement.
* The execution and delivery of this Agreement and the performance of its obligations hereunder do not violate any agreement to which it is a party or any law applicable to it.
5.2. Service Provider Warranties: The Service Provider represents and warrants that:
* It will perform the Closing Services in a professional and workmanlike manner, in accordance with generally accepted industry standards.
* It will comply with all applicable federal, state, and local laws, rules, and regulations relevant to its performance of the Closing Services.
* It has and will maintain all necessary licenses, permits, and registrations required to perform the Closing Services, if applicable.
5.3. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
The Service Provider is an independent contractor and not an employee, agent, partner, or joint venture of the Client. The Service Provider shall have no authority to bind the Client to any agreement or obligation. The Service Provider shall be solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including, but not limited to, Workers' Compensation insurance, unemployment insurance, and Social Security, in connection with the performance of the Closing Services.
All Deliverables created by the Service Provider specifically for the Client under this Agreement, upon full payment of Fees, shall be considered "work made for hire" and shall be the sole and exclusive property of the Client. To the extent any Deliverable is not deemed a "work made for hire," the Service Provider hereby assigns to the Client all rights, title, and interest in and to such Deliverable.
8.1. Definition: "Confidential Information" means all non-public information, whether oral, written, or visual, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is designated as confidential or that, by its nature, would reasonably be understood to be confidential. This includes, but is not limited to, business plans, financial data, customer lists, client data, transaction details, processes, trade secrets, and proprietary information.
8.2. Obligations: The Receiving Party agrees to:
* Use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations under this Agreement.
* Maintain the Disclosing Party's Confidential Information in strict confidence and take all reasonable precautions to prevent its unauthorized disclosure.
* Not disclose the Disclosing Party's Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, contractors, and agents who have a need to know such information for the purpose of this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein.
8.3. Exclusions: The obligations of confidentiality shall not apply to information that:
* Is or becomes publicly known through no fault of the Receiving Party.
* Is rightfully received by the Receiving Party from a third party without restriction on disclosure.
* Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
* Is required to be disclosed by law, court order, or governmental authority, provided the Receiving Party promptly notifies the Disclosing Party prior to such disclosure (if legally permissible) to allow the Disclosing Party to seek a protective order.
8.4. Survival: The obligations under this Section 8 shall survive the termination of this Agreement for a period of [Number] years.
9.1. Service Provider Indemnification: The Service Provider shall indemnify, defend, and hold harmless the Client and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
* Any breach of the Service Provider's representations or warranties under this Agreement.
* Any gross negligence or willful misconduct of the Service Provider in the performance of the Closing Services.
* Any claim that the Service Provider's services or Deliverables infringe upon the intellectual property rights of a third party.
9.2. Client Indemnification: The Client shall indemnify, defend, and hold harmless the Service Provider and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
* Any breach of the Client's representations or warranties under this Agreement.
* Any third-party claims arising from the Client's use of the Deliverables or the results of the Closing Services, except to the extent caused by the Service Provider's gross negligence or willful misconduct.
* Any inaccurate or incomplete information provided by the Client to the Service Provider.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE CLOSING SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE CLOSING SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE [Number] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, epidemics, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials. The Party affected by a Force Majeure event shall promptly notify the other Party and shall use commercially reasonable efforts to mitigate the impact of such event.
12.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State of Jurisdiction], without regard to its conflict of laws principles.
12.2. Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall first be subjected to good faith negotiations between the Parties. If the Parties are unable to resolve the dispute within [Number] days, then:
* Option A (Arbitration): The dispute shall be submitted to binding arbitration in [City, State of Arbitration] in accordance with the rules of the American Arbitration Association. The award rendered by the arbitrator(s) shall be final and binding upon the Parties, and judgment thereon may be entered in any court having jurisdiction thereof.
* Option B (Litigation): The Parties agree to submit to the exclusive jurisdiction of the state and federal courts located in [City, State of Jurisdiction].
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by certified or registered mail (return receipt requested), or by reputable overnight courier, to the addresses set forth above or to such other address as either Party may designate by notice to the other Party.
14.1. Entire Agreement: This Agreement, including all attached Exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.
14.2. Amendments: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of
This deliverable provides a comprehensive, detailed, and professional "Ghost Closing Utility Services Agreement" template. This contract is designed to facilitate closing services where the service provider operates behind the scenes (ghost) for a client who directly interfaces with the end-customer. It includes customizable terms and provisions for compliance, ensuring a robust legal framework for your operations.
This Ghost Closing Utility Services Agreement (the "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date"), by and between:
[CLIENT LEGAL NAME], a [CLIENT ENTITY TYPE, e.g., Corporation, LLC] organized and existing under the laws of the State of [CLIENT STATE OF INCORPORATION], with its principal place of business at [CLIENT ADDRESS] ("Client");
AND
[SERVICE PROVIDER LEGAL NAME], a [SERVICE PROVIDER ENTITY TYPE, e.g., Corporation, LLC] organized and existing under the laws of the State of [SERVICE PROVIDER STATE OF INCORPORATION], with its principal place of business at [SERVICE PROVIDER ADDRESS] ("Service Provider").
Client and Service Provider may be referred to individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Client is engaged in the business of [CLIENT'S BUSINESS DESCRIPTION, e.g., providing real estate closing services, managing business transactions, etc.] and requires specialized support services to facilitate the successful completion of various transactions for its end-customers (each, an "End-Customer");
WHEREAS, Service Provider possesses expertise and resources in providing comprehensive utility services related to transaction closings, including [EXAMPLES: document preparation, compliance review, administrative support, escrow assistance, title support, etc.] (collectively, the "Services");
WHEREAS, Client desires to engage Service Provider to provide the Services on a "ghost" or "white-label" basis, meaning Service Provider's direct involvement with End-Customers will be limited or non-existent, and the Services will be presented to End-Customers as being provided by Client;
WHEREAS, Service Provider is willing to provide the Services to Client under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
The following terms shall have the meanings set forth below:
2.1. General Description: Service Provider shall perform the Services for Client in accordance with the terms and conditions of this Agreement and any applicable SOWs. The Services are intended to support Client's operations on a "ghost" or "white-label" basis, meaning Service Provider will not directly communicate with End-Customers unless expressly authorized in writing by Client for specific tasks, and Service Provider's identity will not be disclosed to End-Customers unless legally required.
2.2. Detailed Services: The specific Services to be provided by Service Provider are detailed in Exhibit A (Scope of Services), which may be updated or supplemented by mutually agreed-upon SOWs from time to time. Each SOW shall reference this Agreement and will become an integral part of this Agreement upon execution by both Parties.
2.3. Client Responsibilities: Client shall provide Service Provider with all necessary information, documentation, and access to systems (as agreed upon) required for Service Provider to perform the Services. Client shall also be responsible for all direct communication with End-Customers, managing the client relationship, and ensuring that End-Customers comply with their obligations related to the transactions.
3.1. Service Fees: Client shall pay Service Provider the Service Fees as set forth in Exhibit B (Fee Schedule).
3.2. Invoicing and Payment Terms: Service Provider shall invoice Client [e.g., monthly, bi-weekly] for Services rendered. Invoices shall be payable by Client within [NUMBER] days of the invoice date. All payments shall be made in [CURRENCY, e.g., United States Dollars].
3.3. Late Payments: Any amounts not paid when due shall accrue interest at the rate of [PERCENTAGE, e.g., 1.5%] per month or the maximum rate permitted by law, whichever is lower, from the due date until paid. Client shall reimburse Service Provider for all reasonable costs incurred in collecting any overdue amounts, including attorneys' fees.
3.4. Taxes: All Service Fees are exclusive of any applicable taxes, duties, or government charges, which shall be the sole responsibility of Client.
4.1. Term: This Agreement shall commence on the Effective Date and shall continue for an initial term of [INITIAL TERM, e.g., one (1) year] (the "Initial Term"), unless terminated earlier in accordance with the terms herein. Thereafter, this Agreement shall automatically renew for successive [RENEWAL TERM, e.g., one (1) year] periods (each, a "Renewal Term") unless either Party provides written notice of non-renewal to the other Party at least [NUMBER] days prior to the end of the then-current term.
4.2. Termination for Convenience: Either Party may terminate this Agreement for convenience by providing [NUMBER] days' written notice to the other Party.
4.3. Termination for Cause: Either Party may terminate this Agreement immediately upon written notice to the other Party if:
a. The other Party materially breaches any provision of this Agreement and fails to cure such breach within [NUMBER] days after receiving written notice thereof;
b. The other Party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
4.4. Effect of Termination: Upon termination of this Agreement for any reason:
a. Client shall immediately pay Service Provider all outstanding Service Fees and expenses incurred up to the effective date of termination.
b. Service Provider shall cease all Services and, upon Client's written request, return or securely destroy all Client Data and Confidential Information belonging to Client, subject to any legal or regulatory retention requirements.
c. All rights and licenses granted under this Agreement shall immediately terminate.
d. Sections 1, 3, 4.4, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14 shall survive the termination of this Agreement.
5.1. Obligation of Confidentiality: The Receiving Party shall:
a. Maintain the Disclosing Party's Confidential Information in strict confidence and use the same degree of care to protect it as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.
b. Not use the Disclosing Party's Confidential Information for any purpose other than to fulfill its obligations under this Agreement.
c. Not disclose the Disclosing Party's Confidential Information to any third party, except to its employees, agents, and subcontractors who have a need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein.
5.2. Exclusions: The obligations of confidentiality shall not apply to information that:
a. Is or becomes publicly available through no fault of the Receiving Party.
b. Is rightfully known by the Receiving Party prior to its disclosure by the Disclosing Party.
c. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
d. Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.
e. Is required to be disclosed by law, regulation, or court order, provided the Receiving Party promptly notifies the Disclosing Party of such requirement and cooperates with the Disclosing Party's efforts to seek a protective order or other appropriate remedy.
5.3. White-Labeling: Service Provider acknowledges and agrees that its identity and role in providing the Services are Confidential Information of Client, and Service Provider shall not directly or indirectly disclose its involvement with Client or End-Customers without Client's prior written consent, except as required by law.
6.1. Data Protection: Service Provider shall implement and maintain appropriate technical and organizational measures to protect Client Data against unauthorized access, disclosure, alteration, and destruction, in accordance with industry best practices and applicable data protection laws.
6.2. Compliance with Data Laws: Both Parties shall comply with all applicable data protection and privacy laws and regulations, including, but not limited to, [SPECIFIC LAWS, e.g., GDPR, CCPA, HIPAA (if applicable), state-specific privacy laws], with respect to Client Data.
6.3. Data Processing Addendum: If the Services involve the processing of personal data subject to specific data protection laws (e.g., GDPR), the Parties shall execute a separate Data Processing Addendum (DPA) to govern such processing.
6.4. Security Incidents: Service Provider shall promptly notify Client, without undue delay, upon becoming aware of any actual or suspected unauthorized access, use, disclosure, or loss of Client Data (a "Security Incident"). Service Provider shall cooperate fully with Client in investigating and mitigating any Security Incident.
7.1. Mutual Warranties: Each Party represents and warrants that:
a. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation.
b. It has the full power and authority to enter into this Agreement and to perform its obligations hereunder.
c. The execution and delivery of this Agreement and the performance of its obligations do not violate any agreement to which it is a party or any applicable law.
7.2. Service Provider Warranties: Service Provider represents and warrants that:
a. It will perform the Services in a professional and workmanlike manner, in accordance with industry standards and the specifications set forth in this Agreement and any applicable SOWs.
b. It has the necessary skills, experience, and resources to perform the Services.
c. The Services will comply with all applicable laws, regulations, and governmental requirements relevant to the provision of such services.
d. The Services, and any deliverables provided thereunder, will not infringe upon the Intellectual Property Rights of any third party.
7.3. Client Warranties: Client represents and warrants that:
a. It has obtained all necessary rights, consents, and permissions from End-Customers to provide their data and information to Service Provider for the purpose of receiving the Services.
b. All Client Data provided to Service Provider is accurate, complete, and lawful.
c. It will use the Services in compliance with all applicable laws and regulations.
8.1. Indemnification by Service Provider: Service Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
a. Any breach of Service Provider's representations or warranties under this Agreement.
b. Any negligence or willful misconduct by Service Provider in the performance of the Services.
c. Any claim that the Services or deliverables provided by Service Provider infringe or misappropriate any third-party Intellectual Property Right.
8.2. Indemnification by Client: Client shall indemnify, defend, and hold harmless Service Provider and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
a. Any breach of Client's representations or warranties under this Agreement.
b. Any negligence or willful misconduct by Client in connection with its use