Services Agreement Template

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This Services Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:

Client: [Client Legal Name], address: [Address] (“Client”).

Service Provider: [Service Provider Legal Name], address: [Address] (“Provider”).

Client and Provider may be referred to individually as a “Party” and collectively as the “Parties.”

1. Services

1.1 Scope. Provider will perform the services described in Exhibit A (Statement of Work) or as otherwise agreed in writing (the “Services”).

1.2 Deliverables. Any deliverables will be listed in the SOW, including formats, due dates, and acceptance criteria.

1.3 Changes. Changes to scope must be agreed in writing under Section 6 (Change Requests).

2. Term

2.1 Start Date. The term begins on [Start Date].

2.2 End Date. ☐ Ongoing until terminated ☐ Ends on [End Date] ☐ Per SOW milestone completion.

3. Fees and Payment

3.1 Fee Structure (Select One):

☐ Fixed fee: $[Amount]

☐ Hourly rate: $[Rate]/hour (estimated hours: [__])

☐ Retainer: $[Amount] per [month]

☐ Other: [Describe]

3.2 Invoices. Provider will invoice ☐ upfront ☐ monthly ☐ upon milestones ☐ other: [Schedule].

3.3 Payment Terms. Client will pay invoices within [**] days of receipt.

3.4 Expenses (Optional). ☐ Included ☐ Reimbursable with approval: [Rules].

3.5 Late Payments (Optional). Late fee: $[**] or [__]% per month (if permitted).

4. Client Responsibilities

4.1 Client will provide timely access to information, systems, and personnel reasonably needed to perform the Services.

4.2 Delays caused by Client may extend timelines and may affect fees.

5. Service Standards

5.1 Provider will perform the Services in a professional and workmanlike manner consistent with industry standards.

5.2 No Guaranteed Results. Provider does not guarantee specific outcomes unless expressly stated in the SOW.

6. Change Requests

6.1 Either Party may request changes in writing.

6.2 Changes must include scope, timeline impact, and cost impact.

6.3 Approved changes will be documented in: ☐ change order ☐ SOW addendum ☐ email confirmation.

7. Confidentiality

7.1 Each Party may receive confidential information from the other.

7.2 Confidential information must be protected and used only to perform this Agreement.

7.3 Exclusions: information that is public, already known, independently developed, or lawfully obtained.

7.4 Confidentiality term: during the Agreement and for [__] years after termination.

8. Intellectual Property

8.1 Pre-Existing IP. Each Party retains ownership of its pre-existing IP.

8.2 Work Product Ownership (Select One):

☐ Client owns deliverables upon full payment (Provider retains know-how and reusable tools)

☐ Provider owns deliverables and grants Client a license: [License terms]

☐ Other: [Custom IP terms]

8.3 Third-Party Materials. Any third-party software/assets are subject to their licenses.

9. Warranties and Disclaimers

9.1 Provider warrants it will perform services professionally.

9.2 Except as stated, services are provided “as is” to the maximum extent permitted by law.

10. Limitation of Liability (Optional)

10.1 To the maximum extent permitted by law, neither Party is liable for indirect or consequential damages.

10.2 Liability cap (Select One): ☐ Fees paid in last [__] months ☐ $[Amount] ☐ Other: [Cap].

11. Termination

11.1 Either Party may terminate with [**] days’ written notice.

11.2 Termination for cause: immediate termination for material breach not cured within [**] days after notice.

11.3 Upon termination, Client will pay for services performed and approved expenses through the termination date.

12. Independent Contractor

12.1 Provider is an independent contractor and not an employee, partner, or agent of Client.

13. Disputes

13.1 The Parties will try to resolve disputes in good faith.

13.2 Dispute process (Optional): ☐ mediation ☐ arbitration ☐ court. Venue: [Location].

14. Notices

14.1 Notices must be in writing and delivered to the addresses above.

15. Governing Law

15.1 This Agreement is governed by the laws of [State/Country].

16. Entire Agreement

16.1 This Agreement and its exhibits are the entire agreement and replace prior discussions.

Signatures

By signing below, the Parties agree to this Services Agreement as of the Effective Date.

Client: [Client Legal Name]

Name/Title: [Signer Name, Title]

Date: [Date]

Signature: ___________________________

Service Provider: [Service Provider Legal Name]

Name/Title: [Signer Name, Title]

Date: [Date]

Signature: ___________________________

Exhibit A — Statement of Work (Optional)

Project Name: [Project]

Services/Deliverables: [List]

Timeline: [Dates/milestones]

Acceptance Criteria: [Criteria]

Fees: [Amount + schedule]

Client Inputs: [What client must provide]

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Reviewed July 2026 Free download, PDF & DOCX

What is a services agreement?

A Services Agreement is a contract between a service provider and a client that explains what services will be performed, when they will be delivered, how payment works, and what happens if either party ends the relationship. It helps prevent scope creep and misunderstandings.

How is this different from a statement of work (SOW)?

A Services Agreement is the “master” contract that covers legal terms (payment, confidentiality, IP, liability, termination). A Statement of Work focuses on the details of a specific project (deliverables, timelines, milestones). Many companies use both: a master services agreement + one or more SOWs.

What should be included?

Common sections include: scope and deliverables, timelines, fees and expenses, acceptance, changes, confidentiality, intellectual property, warranties, limits of liability, termination, and dispute resolution. This template includes an optional SOW exhibit and a change request process.

Should you include confidentiality and IP terms?

Usually yes, especially for professional services, consulting, design, development, or marketing work. This template includes basic confidentiality and IP ownership options you can choose from.

How do you handle changes to the scope?

Use a written change order or SOW addendum that describes the change, cost impact, and timeline impact. This template includes a simple change process.

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