Unsigned draft · For review
Services agreement
Based on Services agreement, template version 2.
Complete the bracketed details and review every clause before signing.
For ordinary services between businesses. Personal, employment, property and other regulated agreements need their own terms. Review every clause with qualified advice where needed. These templates are not legal advice or a guarantee of enforceability. The review checklist
- The Business
- [Business legal name][Business mailing address]
- The Client
- [Client legal name][Client mailing address]
1. The work
The Business will do this work for the Client: [describe the work, what the Client receives, and by when]. Work not described here is outside this agreement and is added only by a change both parties approve in writing.
2. Parties and service details
The Business's legal name, mailing address and contact details are: [the Business's legal name, mailing address and contact details]. The Client's legal name, mailing address and contact details are: [the Client's legal name, mailing address and contact details]. The itemized services and compensation details are: [itemized services, service dates and the value, rate and method of compensation for each]. The deadline for any service list needed for the Client's payment processing is: [the Client's service-list submission deadline, or no separate processing deadline]. No invoice or processing requirement extends a mandatory payment deadline. Both parties receive a complete copy of this agreement and keep it for any period applicable law requires.
3. Fees and payment
The Client pays the Business [the fee] for the work. The invoice amounts and triggers are: [invoice amounts and the dates or events that trigger each invoice]. The Business issues each invoice on its stated trigger date, and the Client pays within 15 calendar days of that date. An invoice trigger is not an immediate payment due date. Any work not yet invoiced is invoiced within 7 calendar days after the itemized service or milestone is provided; payment for it is due within 15 calendar days of that invoice and no later than 22 calendar days after provision. This timetable advances any later invoice trigger for work already provided. An earlier nonwaivable legal payment deadline applies if required. Expenses are billed only if listed here or approved by the Client in writing first. No invoice or processing delay extends a mandatory payment deadline.
4. Late payment
If an invoice under this agreement is not paid within 15 days after it is due, the Business may pause the work until it is paid, after telling the Client in writing, and any agreed dates move by the same amount. Pausing does not change what is owed.
5. Revisions
The price includes two rounds of revisions for each deliverable. A round is one consolidated set of changes from the Client. Before further rounds or a change of direction, the parties agree in writing on the additional work, its price or rate, and any change to dates.
6. Timeline and the Client's part
Dates the parties agree in writing assume the Client gives feedback and materials within 5 business days of each request; a delay on the Client's side moves the dates by the same amount. A deliverable is accepted if the Client raises no written objection within 5 business days after the Business delivers it and asks for approval.
7. Who owns the work
All rights in the final deliverables transfer to the Client automatically, and only, when every amount invoiced under this agreement is paid, other than amounts the Client disputes in good faith in writing. Until then the Business keeps all rights, and the Client may use drafts only to review them. The Business keeps its own pre-existing tools, code and know-how, and gives the Client a permanent, non-exclusive, royalty-free license to use, copy and change any of them that are part of the deliverables, and to let others do so for the Client. Fonts, stock images, software and other third-party materials come with their own licenses, which the Business passes on or lists here. The Business may show the finished work in its portfolio once it is public, unless the Client asks otherwise in writing.
8. Confidentiality
Each party keeps the other's non-public information confidential, uses it only for this work, and protects it with reasonable care. This does not cover information that becomes public through no breach of this agreement, was already lawfully known to the receiving party without a confidentiality obligation, was independently developed without using the other's confidential information, or was lawfully received from a third party without a confidentiality obligation. A party may disclose information to the extent the law requires. Protected reports and disclosures are also permitted as described in Protected disclosures.
9. Protected disclosures
Nothing in this agreement prohibits a report or disclosure protected by law, including protected communications about suspected legal violations with a government agency. No prior permission or notice is required for a protected report or disclosure. Under 18 U.S.C. 1833(b), an individual is immune from civil and criminal liability under federal or state trade-secret law for a disclosure made in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely to report or investigate a suspected legal violation; or for a disclosure in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual suing an employer for retaliation for reporting a suspected legal violation may disclose the trade secret to their attorney and use it in that proceeding if documents containing it are filed under seal and further disclosure occurs only under court order. For this notice, an employee includes an individual performing work as a contractor or consultant for an employer. This clause does not authorize unlawful or unauthorized access to information, or disclosure of legally privileged information beyond what the law permits.
10. Ending early
Either party may end this agreement with 14 days' written notice, or at once if the other party materially breaches it and does not fix the breach within 10 days of being told. If the Client ends it for convenience, or the Business ends it because of the Client's unfixed material breach, the Client pays a fair share of the agreed fee for work performed through the termination date and third-party commitments approved by the Client in writing that the Business cannot reasonably cancel or recover. If the Business ends it for convenience, or the Client ends it because of the Business's unfixed breach, the Client pays only for work delivered and accepted, subject to any remedies the Client has for that breach. No additional cancellation fee is due. All payments already received count toward the amount owed. The Business refunds any excess within 14 days, or earlier if law requires. Rights in work done through termination transfer under Who owns the work. The payment condition and disputed-amount exception in Who owns the work also apply after termination. This clause does not reduce any nonwaivable cancellation or refund right.
11. Limits of liability
Neither party is liable for indirect or consequential losses. Each party's total liability under this agreement is limited to the total fees under it. Neither the exclusion nor the liability cap applies to amounts the Client owes under this agreement, fraud, willful misconduct, or liability that applicable law does not permit the parties to exclude or limit.
12. Independent contractor
The Business works as an independent contractor. It decides how to do the work, pays its own taxes, and covers its own tools and expenses unless this agreement bills them to the Client. This description does not override the classification required by applicable law and the actual working arrangements.
13. Everything else
This agreement is these clauses and any change both parties approve in writing. If an invoice issued under it says something different, this agreement governs. It is governed by the laws of the place where the Business is based when the Client signs it. The parties indicate their agreement by signing below. A person signing for an organization confirms that they are authorized to do so. Notice in writing includes email. If a part of it can't be enforced, the rest still applies. Electronic signatures and copies have the same effect as originals. Headings and the In short notes are reading aids only; the full text governs.
For the Business
Signature: __________________________
Name and title: _____________________
Date: ______________________________
For the Client
Signature: __________________________
Name and title: _____________________
Date: ______________________________
Unsigned draft prepared with BillGrid's free contract templates. Review and adapt the full agreement before either party signs. Template information only. Not legal advice or a substitute for an attorney's advice.