1. 2067 Wineridge Pl. Suite E. Escondido, CA 92029
This document is confidential and proprietary. Unauthorized use or copyingwithout written consentis strictly prohibited.
THIRD PARTY SERVICES AGREEMENT
This Third Party Services Agreement (the “Agreement”) is made on ______________,
20____(the “Effective Date”) by and between ______________________________, a
____________________________________________[corporation][limited liability company]
[etc.](the “Principal”), and _____________________________________________, a
____________________________________________[corporation][limited liability company]
[etc.](the “Agent”) (each a “Party” and collectively the “Parties”).
RECITALS
WHEREAS, the Principal is engaged in the business of _________________________________
______________________________________________________________________________
_____________________________; and
WHEREAS, the Principal wishes to appoint the Agent as its [exclusive] agent to
__________________________________________________________________; and
WHEREAS, the Agent agrees to accept such appointment on the terms and conditions set
forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements and
representations contained in this Agreement, the Parties agree as follows:
SECTION 1 – WORK TO BE PERFORMED / DESCRIPTION OF SERVICES.
1.1 Term. The term of this Agreement (the “Term”) will begin on the effective date of this
Agreement and will remain in full force and effect until completion of the Services,
subject to earlier termination as provided in this Agreement. The Term of this Agreement
may be extended by mutual written agreement of the Parties.
1.2 Duties. Agent agrees to perform work for the Principal on the terms and conditions set
forth in this agreement, as follows:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
1.3 Completion Date. The work to be performed shall be complete on or before the _____
day of _____________, 20___ unless extended by Principal, in his discretion. [In the
event the work is not performed timely as specified herein, Principal shall be entitled to
deduct _________ per day from the compensation due agent.]

2. 2067 Wineridge Pl. Suite E. Escondido, CA 92029
This document is confidential and proprietary. Unauthorized use or copyingwithout written consentis strictly prohibited.
SECTION 2 – COMPENSATION.
2.1 Compensation. In consideration of all services to be rendered by Agent to the Principal,
the Principal shall pay to the Agent the sum of $ __________. Said compensation shall be
paid on the following basis:
________________________________________________________________________
________________________________________________________________________
2.2 Withholding. Agent is not an employee or partner of the Principal. As such, Agent shall
be responsible for his own income taxes and other employment taxes. [See also
SECTION 5.1]
SECTION 3 – SCOPEOF AUTHORITY.
[Allows the parties to limit the extent to which the Agent can bind the Principal. If there are
areas in which you don’t want the Agent to act, or if there are specific tasks that you don’t want
the Agent to perform, list those restrictions in the blank space provided] For example…
3.1 The Agent shall not enter into any service contract with a customer without first
obtaining the Principal’s express written consent. [OR] The Principal must sign off on
any service contract entered into between the Agent and a customer prior to the contract
taking effect.
[OR]
The Agent shall not represent itself as having any powers except those specified in this
Agreement. Without limiting the foregoing, the Agent shall not have authority to
________________________________________________________________________
________________________________________________________________________
or otherwise obligate the Principal in any way except as stated in this Agreement or
otherwise specifically authorized in writing by the Principal.
SECTION 4 – TERRITORY.
[Delimits the geographical area in which the Agent’s efforts should be focused. If there are no
geographical restrictions on the Agent’s activities, select Option 1. If there are such limitations,
choose the second option, you also have the opportunity to give the Agent exclusivity within a
specific geographic area]
Option 1
4.1 The Territory of the Agent shall not be limited.
[or]

3. 2067 Wineridge Pl. Suite E. Escondido, CA 92029
This document is confidential and proprietary. Unauthorized use or copyingwithout written consentis strictly prohibited.
Option 2
During the Term of this Agreement, the Agent’s shall perform its Duties in the following
geographical area, [which area shall be the Agent’s exclusive territory] (the “Territory”):
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
SECTION 5 – TAXES.
5.1 (a) Agent solely responsible for taxes. The Agent acknowledges that the Agent is not the
Principal’s employee and that the Agent is solely responsible for reporting and paying
any tax or other cost assessed on the basis of the Principal’s payment of compensation to
the Agent under this Agreement.
(b) Principal will not withhold taxes. The Agent acknowledges and agrees that the Principal
will not withhold any amount of compensation for the Agent’s taxes, including but not
limited to income tax, social security and Medicare tax, workers’ compensation taxes or
costs, unemployment compensation taxes or costs, or any other tax, cost, fee, or charge
related to the Agent’s compensation for services under this Agreement.
SECTION 6 – RECORDS (AUDIT RIGHTS).
6.1 During the Term and for a period of __________ years thereafter, the Agent shall
maintain complete and accurate books and records with respect to the performance of its
Duties hereunder, which books and records shall include (but not be limited to) copies of
orders and confirmations thereof, invoices, invoice approvals, supporting documentation,
shipping and payment records, and [OTHER]________________].
The Principal shall have the right to inspect and/or obtain copies of the Agent’s books
and records with respect to the Agent’s Duties or the performance thereof under this
Agreement.
SECTION 7 – INSURANCE (AGENT MUST MAINTAIN INSURANCE).
7.1 The Agent must maintain [general liability,] [professional liability,] [errors and
omissions,] [etc.] insurance or bonds in amounts and forms standard and adequate for the
Agent’s business and agreeable to the Principal. The Agent must provide the Principal
with proof of insurance on the Principal’s request and must immediately notify the
Principal in writing if the Agent’s insurance terminates, is cancelled, suspended, or
changes materially, including but not limited to a change in the amount of insurance.

4. 2067 Wineridge Pl. Suite E. Escondido, CA 92029
This document is confidential and proprietary. Unauthorized use or copyingwithout written consentis strictly prohibited.
SECTION 8 – AMENDMENTS.
8.1 This Agreement may be amended only with the unanimous written consent of both
Parties.
SECTION 9 – PARTIES’ REPRESENTATIONS & WARRANTIES.
9.1 The Parties hereby represent and warrant that:
(a) Authority. Each Party is a legally existing entity with the authority to enter into this
Agreement.
(b) Compliance with Law. Each Party warrants that it has complied and will comply fully
with all applicable laws, regulations, statutes, and ordinances.
(c) ________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
SECTION 10 – DISPUTES.
10.1 The Parties will make good faith efforts to resolve any dispute concerning this
Agreement prior to commencing litigation. The Principal will not be deemed in breach of
this Agreement for withholding any portion of payment that the Principal is disputing in
good faith. The Principal will, however, make prompt payment of any portion of an
amount not under dispute.
SECTION 11 – INDEMNIFICATION.
11.1 Each Party will indemnify, hold harmless, and defend the other Party from and against
any and all claims, litigations, losses, liabilities, costs, and other expenses incurred as a
result of a material breach of the terms of this Agreement. The Agent will indemnify and
hold harmless the Principal (including its directors, officers, attorneys, and employees)
from any claims, liability, judgments, damages, or costs (including reasonable attorneys’
fees asserted or awarded against or incurred by the Principal as a result of any act, error,
or omission of the Agent.
SECTION 12 – USE OF TRADEMARKS.
12.1 The Agent recognizes the Principal’s right, title, and interest in and to all service marks,
trademarks, and trade names used by the Principal and agrees not to engage in any
activities or commit any acts, directly or indirectly, that may contest, dispute, or
otherwise impair the Principal’s right, title, and interest therein, nor shall the Agent cause
diminishment of the value of said trademarks or trade names through any act or

5. 2067 Wineridge Pl. Suite E. Escondido, CA 92029
This document is confidential and proprietary. Unauthorized use or copyingwithout written consentis strictly prohibited.
representation. The Agent shall not apply for, acquire, or claim any right, title, or interest
in or to any such service marks, trademarks, or trade names, or others that may be
confusingly similar to any of them, through advertising or otherwise. Effective as of the
termination of this Agreement, the Agent shall cease to use all of the Principal’s
trademarks, marks, and trade names.
SECTION 13 – RELATIONSHIP OF PARTIES.
13.1 In providing the Services under this Agreement, it is expressly agreed that the Agent is
acting as an independent contractor, and is not an employee of the Principal. The Agent
and the Principal acknowledge that this Agreement does not create a partnership or joint
venture between them, and is exclusively a contract for service. The Agent will not be
entitled to worker’s compensation, retirement, insurance or other benefits afforded to
employees of the Principal.
SECTION 14 – ASSIGNMENT.
14.1 Neither Party may assign this Agreement or any interest herein without the other Party’s
express prior written consent.
SECTION 15 – SUCCESSORS AND ASSIGNS.
15.1 All references in this Agreement to the Parties shall be deemed to include, as applicable,
a reference to their respective successors and assigns. The provisions of this Agreement
shall be binding on and shall inure to the benefit of the successors and assigns of the
Parties.
SECTION 16 – NOTICE.
16.1 All notice, requests, demands or other communications required or permitted by the terms
of this Agreement will be given in writing and delivered to the Parties of this Agreement
as follows:
a. _____________________
_____________________
_____________________, _________, _________
Fax:
Email:
b. _____________________
_____________________
_____________________, __________, _________
Fax:
Email:

6. 2067 Wineridge Pl. Suite E. Escondido, CA 92029
This document is confidential and proprietary. Unauthorized use or copyingwithout written consentis strictly prohibited.
Or to such other address as any Party may from time to time notify the other.
SECTION 17 – GOVERNING LAW.
17.1 The laws of ________________will govern all rights, duties, and obligations arising
from or relating in any manner to this Agreement, without regard to conflict of laws
principles. Any and all claims arising from or relating to this Agreement will be heard
either in the United States or ___________ courts located in the City and County of
_____________.
SECTION 18 – COUNTERPARTS/ELECTRONIC SIGNATURES.
18.1 This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same instrument. For
purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall
have the same force and effect as an original signature.
SECTION 19 – SEVERABILITY.
19.1 If any provision of this Agreement is held to be invalid or unenforceable for any reason,
(i) the invalid or unenforceable provision or term shall be replaced by a term or provision
that is valid and enforceable and that comes closest to expressing the intention of such
invalid or unenforceable term or provision and (ii) the remaining terms and provisions
hereof shall be unimpaired and shall remain in full force and effect.
SECTION 20 – ENTIRE AGREEMENT.
20.1 This Agreement constitutes the entire understanding between the Parties concerning its
subject matter and supersedes all prior discussions, agreements, and representations,
whether oral or written, and whether or not executed by either Party. No modification,
amendment, or other change may be made to this Agreement unless reduced to writing
and executed by authorized representatives of both Parties.
SECTION 21 – HEADINGS.
21.1 The headings of sections in this Agreement are provided for convenience of reference
only and are not intended to be a part of or affect the meaning or interpretation of this
Agreement or any section.

7. 2067 Wineridge Pl. Suite E. Escondido, CA 92029
This document is confidential and proprietary. Unauthorized use or copyingwithout written consentis strictly prohibited.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
above written.
PRINCIPAL [PRINCIPAL NAME]
By:
Name:
Title:
AGENT [AGENT NAME]
By:
Name:
Title: