--- title: Services agreement description: A full agreement for work one person or business does for another: scope, fees, term, ownership, confidentiality, liability and how it ends. --- # Services agreement A full agreement for work one person or business does for another: scope, fees, term, ownership, confidentiality, liability and how it ends. ## Who signs - Provider - Client ## Fields - Provider: Provider’s name (text) - Client: Client’s name (text) - Provider: Date of this Agreement (text) - Provider: Provider’s legal name (text) - Client: Client’s legal name (text) - Provider: Provider’s address (text) - Client: Client’s address (text) - Provider: Provider’s email (text) - Client: Client’s email (text) - Provider: Time to review (choice) - Provider: Days to pay an invoice (choice) - Provider: Notice to end for convenience (choice) - Provider: Include the non-solicitation section (choice) - Provider: Governing law (state) (choice) - Provider: Services start date (text) - Provider: Describe the Services in a few sentences (text) - Provider: Deliverable 1 (text) - Provider: Due date 1 (text) - Provider: How it is accepted, 1 (text) - Provider: Deliverable 2 (text) - Provider: Due date 2 (text) - Provider: How it is accepted, 2 (text) - Provider: Deliverable 3 (text, optional) - Provider: Due date 3 (text, optional) - Provider: How it is accepted, 3 (text, optional) - Provider: Fee basis (choice) - Provider: Total, rate or monthly amount, in US dollars (text) - Provider: Instalment 1 due (text) - Provider: Instalment 1 amount (text) - Provider: Instalment 2 due (text, optional) - Provider: Instalment 2 amount (text, optional) - Provider: Instalment 3 due (text, optional) - Provider: Instalment 3 amount (text, optional) - Provider: How the Client pays (bank, card or other) (text, optional) - Provider: Printed name (text) - Provider: Title or capacity (text) - Provider: Provider signature (signature) - Provider: Provider date signed (date signed) - Client: Printed name (text) - Client: Title or capacity (text) - Client: Client signature (signature) - Client: Client date signed (date signed) - Provider: Initials (initials) - Client: Initials (initials) - Provider: Initials (initials) - Client: Initials (initials) - Provider: Initials (initials) - Client: Initials (initials) - Provider: Initials (initials) - Client: Initials (initials) - Provider: Initials (initials) - Client: Initials (initials) - Provider: Initials (initials) - Client: Initials (initials) - Provider: Initials (initials) - Client: Initials (initials) - Provider: Initials (initials) - Client: Initials (initials) ## The document Services Agreement Between ____ (Provider’s name) and ____ (Client’s name) This Services Agreement (the “Agreement”) is made on ____ (Date of this Agreement) between: Provider Client Name ____ (Provider’s legal name) ____ (Client’s legal name) Address ____ (Provider’s address) ____ (Client’s address) Contact email ____ (Provider’s email) ____ (Client’s email) A. The Provider carries on a business providing the services described in this Agreement. B. The Client wishes to engage the Provider to provide those services, and the Provider has agreed to do so on the terms below. The sides therefore agree as follows. Section 1: Meanings of some words 1.1 “Services” means the work described in Schedule A, and any extra work the sides agree in writing under section 13. 1.2 “Deliverables” means the things the Provider will hand over as part of the Services, listed in Schedule A. 1.3 “Fees” means the amounts the Client pays for the Services, set out in Schedule B. 1.4 “Start Date” means the date written as the effective date in Schedule A, or, if none is written, the date of this Agreement. 1.5 “Intellectual Property” means copyright, design rights, trade marks, patents, know-how and any similar right anywhere in the world, registered or not. Section 2: The Services 2.1 The Provider will provide the Services to the Client from the Start Date, with the skill and care that is reasonable to expect of a competent professional in the Provider’s field, and will deliver each Deliverable by the date shown for it in Schedule A. 2.2 The Provider decides how, where and when the Services are carried out, within the dates in Schedule A. The Client does not direct the Provider’s working hours or methods, and the Provider may use its own staff and equipment. 2.3 If the Provider expects to miss a date, it will tell the Client as soon as it knows, say why and give a new date. A date moves by the number of days the Client takes to supply anything the Provider needs under section 4. 2.4 The Client will review each Deliverable within ____ (Time to review) of receiving it and either accept it or give written reasons why it does not meet Schedule A. A Deliverable that has not been rejected in that time is treated as accepted. The Provider will correct a rejected Deliverable at no extra charge, up to two rounds. Section 3: Fees and payment 3.1 The Client will pay the Fees set out in Schedule B. The Fees are the total price for the Services described in Schedule A and, unless Schedule B says otherwise, include the Provider’s own costs of carrying them out. 3.2 The Provider will send an invoice for each amount as it falls due under Schedule B. The Client will pay each invoice within ____ (Days to pay an invoice) of receiving it, by the method shown on the invoice. 3.3 The Client will reimburse expenses only if it approved them in writing before they were incurred, and only at cost, with receipts. 3.4 The Fees do not include sales, use, value-added or similar taxes. If any apply to the Services, the Client will pay them in addition, against a proper tax invoice. 3.5 If the Client does not pay an undisputed amount by the due date, the Provider may charge interest at one percent a month, or the highest rate the law allows if lower, from the due date until payment, and may pause the Services after giving seven days’ notice until the amount is paid. If the Client disputes part of an invoice in good faith, it will pay the rest on time and tell the Provider in writing which part it disputes and why, and the sides will work together to settle it. Section 4: What the Client will do 4.1 The Client will give the Provider the information, access, materials and decisions it reasonably needs, promptly and accurately, and will name one person who can make decisions for the Client day to day. 4.2 The Client confirms that it has the right to give the Provider any material it supplies, and that using that material for the Services will not infringe anyone else’s rights. 4.3 The Client will treat the Provider’s staff with respect and will provide a safe place to work if any of the Services are carried out at the Client’s premises. Section 5: How long this lasts and how it ends 5.1 This Agreement starts on the Start Date and continues until the Services are complete and the Fees are paid, unless it ends sooner under this section. 5.2 Either side may end this Agreement for convenience by giving the other ____ (Notice to end for convenience) written notice. 5.3 Either side may end this Agreement straight away by written notice if the other breaks it in a serious way and, where the breach can be fixed, does not fix it within fourteen days of being told in writing, or if the other becomes insolvent, makes an arrangement with its creditors or stops carrying on business. 5.4 When this Agreement ends, the Client will pay for all Services carried out and Deliverables delivered up to the end date, and for work reasonably in progress that cannot be cancelled, and each side will return the other’s property and Confidential Information. Sections 3, 6, 7, 9, 15 and any other that by its nature is meant to continue, continue after this Agreement ends. Section 6: Who owns the work 6.1 When the Client has paid for a Deliverable in full, the Provider assigns to the Client all Intellectual Property in that Deliverable, other than the Provider’s Background Material described in the next clause. Until payment, the Client has only a licence to use the Deliverable as the Provider intended it to be used. 6.2 “Background Material” means anything the Provider owned or developed before this Agreement or develops independently of it, including tools, templates, methods and general know-how, even if it is built into a Deliverable. The Provider keeps it and gives the Client a worldwide, non-exclusive, perpetual, royalty-free licence to use it as part of the Deliverable. 6.3 The Client keeps all rights in the material it supplies and gives the Provider a licence to use it only to provide the Services. 6.4 Unless the Client asks in writing that it not do so, the Provider may name the Client and describe the Services in its portfolio once the work is public. Section 7: Keeping things confidential 7.1 What is confidential. “Confidential Information” means any non-public information that one side (the “Discloser”) gives the other (the “Recipient”) in connection with this document, in any form, that is marked confidential or that a reasonable person would understand to be confidential from its nature or the way it was shared. It includes plans, prices, customer and supplier details, financial figures, designs, software and the terms of this document. 7.2 What is not. Information is not Confidential Information if the Recipient can show that it was already public when received or became public without the Recipient’s fault, was already known to the Recipient without a duty of confidence, was received from someone free to share it, or was developed by the Recipient without using the Discloser’s information. 7.3 What the Recipient will do. The Recipient will use Confidential Information only for the purpose of this document; keep it as safe as it keeps its own confidential information, and never with less than reasonable care; and share it only with its own staff, advisers and subcontractors who need it for that purpose and who are bound by duties of confidence at least as strict as these. 7.4 When disclosure is required. If the law or a court requires the Recipient to disclose Confidential Information, the Recipient will, where it is lawful to do so, tell the Discloser first so that the Discloser can seek protection, and will disclose only what is required. 7.5 When this ends. When the Discloser asks, or when this document ends, the Recipient will return or securely delete the Confidential Information, except for copies it must keep by law or that sit in routine backups, which stay protected for as long as they are kept. These duties continue for three years after this document ends, and for trade secrets for as long as they remain trade secrets. Section 8: What the Provider promises, and what it does not 8.1 The Provider promises that it has the right to enter into this Agreement, that the Services will be carried out with reasonable skill and care, and that the Deliverables will, when delivered, meet the description in Schedule A. 8.2 If the Provider breaks the promise about the Deliverables, the Client’s remedy is for the Provider to correct them or, if it cannot do so within a reasonable time, to refund the Fees paid for the part that is defective. The Client must tell the Provider of the problem within thirty days of delivery. 8.3 Except as written in this Agreement, the Provider gives no other promise, whether written or implied, about the Services or the Deliverables, including any promise that they will be uninterrupted, error-free, or achieve a particular business result. Section 9: Limits on responsibility 9.1 Nothing in this Agreement limits a side’s responsibility for death or personal injury caused by its negligence, for fraud, or for anything else the law does not allow to be limited. 9.2 Subject to the previous clause, neither side is responsible to the other for loss of profit, loss of revenue, loss of business or goodwill, or any indirect or consequential loss, however it arises, even if it was told the loss was possible. 9.3 Subject to the first clause in this section, each side’s total responsibility to the other for everything arising out of this Agreement is limited to the Fees paid or payable under it in the twelve months before the event that gave rise to the claim. This does not limit the Client’s duty to pay the Fees. Section 10: Claims by other people 10.1 Each side will defend the other and pay what a court finally awards, or what the sides agree in settlement, for a claim by an outside person that the first side’s materials, used as this Agreement allows, infringe that person’s rights, or that arises from the first side’s deliberate wrongdoing. 10.2 The side asking for this protection must tell the other promptly, let it take charge of the defence and any settlement, and give reasonable help at the other’s cost. A side need not pay for a claim to the extent it was caused by the other’s own breach. Section 11: How the sides relate 11.1 The Provider is an independent contractor. Nothing in this Agreement makes either side the employee, partner, agent or joint venturer of the other, and neither may bind the other to anything. 11.2 The Provider is responsible for its own taxes, insurance and the pay and benefits of its own staff. Section 12: Not hiring each other’s people (optional) 12.1 Include this section? ____ (Include the non-solicitation section). This section applies only if “Yes” is chosen. 12.2 While this Agreement lasts and for twelve months after, neither side will, without the other’s written consent, directly invite an employee or contractor of the other who worked on the Services to leave and work for it. General advertising that is not aimed at those people, and hiring someone who answers it, is not a breach. Section 13: Changing the Services 13.1 Either side may ask for a change to the Services. The Provider will say in writing what the change would cost and how it would affect the dates. The change takes effect only when both sides have signed a written change order or an amended Schedule A. Section 14: Notices 14.1 A notice under this document must be in writing and sent by email to the address the Provider and the Client have written below their names on the signature page or in the details at the top of this document, or by a courier that records delivery to the postal address given there. 14.2 A notice sent by email is treated as received on the next business day after it is sent, unless the sender receives a message that it was not delivered. A notice sent by courier is treated as received when the courier records delivery. 14.3 Either side may change where notices are sent by giving notice of the new details to the other. Section 15: Governing law and disputes 15.1 This document, and any dispute arising out of it, is governed by the laws of the State of ____ (Governing law (state)), without regard to its rules about conflicts of laws. 15.2 Before starting any court case, each side will first give the other written notice of the dispute and will talk in good faith, by video or in person, for at least thirty days to try to settle it. If that fails, the courts in that State, and the federal courts that sit there, have exclusive authority over the dispute, and each side agrees to their jurisdiction and venue. Either side may ask a court at any time for an urgent order to protect its confidential information or intellectual property. Section 16: General 16.1 The whole agreement. This Agreement is the entire agreement between the sides on its subject. It replaces everything said or written before about the same subject, and neither side has relied on any promise that is not written here. 16.2 Changes in writing. A change to this Agreement is effective only if it is in writing and signed by both sides. An email exchange does not change it unless each side expressly says that it is a change and signs it electronically. 16.3 Assignment. Neither side may transfer its rights or duties under this Agreement without the other’s written consent, which will not be unreasonably withheld. A side may transfer it without consent to a successor that takes over all of its business, if it gives notice. 16.4 If part of it fails. If a court finds that any part of this Agreement cannot be enforced, that part is limited to the smallest extent needed and the rest stays in effect. 16.5 No waiver. A side that does not insist on a right straight away has not given it up. A waiver is effective only if it is written and signed. 16.6 Things outside a side’s control. Neither side is in breach because of a delay or failure caused by something beyond its reasonable control, such as severe weather, a power or network failure, or an act of government, if it tells the other promptly and does what it reasonably can to carry on. This does not excuse a duty to pay. 16.7 Counterparts and electronic signatures. This Agreement may be signed in separate copies, which together are one document. A signature made electronically, including by typing, drawing or selecting a signature, is as effective as a handwritten one, and each side agrees to sign and keep this Agreement in electronic form. 16.8 Headings. Headings are only for finding your way around. They do not change the meaning. Schedule A — The Services and Deliverables Effective date of the Services: ____ (Services start date). Overall description: ____ (Describe the Services in a few sentences) # Deliverable Due date Acceptance test 1 ____ (Deliverable 1) ____ (Due date 1) ____ (How it is accepted, 1) 2 ____ (Deliverable 2) ____ (Due date 2) ____ (How it is accepted, 2) 3 ____ (Deliverable 3) ____ (Due date 3) ____ (How it is accepted, 3) Anything not listed above is not part of the Services unless added under section 13. Schedule B — Fees and payment How the Fees are set: ____ (Fee basis). Total or rate: ____ (Total, rate or monthly amount, in US dollars). Instalment When it is due Amount On signing ____ (Instalment 1 due) ____ (Instalment 1 amount) During the work ____ (Instalment 2 due) ____ (Instalment 2 amount) On completion ____ (Instalment 3 due) ____ (Instalment 3 amount) Payment details: ____ (How the Client pays (bank, card or other)) Signatures By signing below, each party agrees to this document and confirms that the person signing has the authority to do so. Provider ____ (Printed name) Printed name ____ (Title or capacity) Title or capacity ____ (Provider signature) Signature ____ (Provider date signed) Date Client ____ (Printed name) Printed name ____ (Title or capacity) Title or capacity ____ (Client signature) Signature ____ (Client date signed) Date ## Use it Sign up free and this template opens in your workspace with the fields already placed: /signup?starter=services-agreement A starting point in plain words, not legal advice. Change anything that does not fit before you send it.