Unsigned draft · For review
Services agreement
Complete the bracketed details and review every clause before signing.
- The Business
- [Business legal name]
- The Client
- [Client legal name]
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. Fees and payment
The Client pays the Business [the fee] for the work, as follows: [for example, half on signing and half on delivery]. The Business invoices each payment when it is due, and each invoice is due within 15 days of its date. Expenses are billed only if they are listed here or the Client approves them in writing first.
3. 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.
4. Revisions
The fee includes two rounds of revisions for each deliverable. A round is one consolidated set of changes from the Client. Further rounds, or a change of direction, are billed at the Business's usual rate once the Client approves them.
5. 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.
6. 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.
7. Confidentiality
Each party keeps the other's non-public information confidential and uses it only for this work. This does not cover information that is public, that the receiving party already knew or developed on its own, or that the law requires it to disclose.
8. 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, the Client pays a fair share of the fee for the work done up to the end date, plus a cancellation fee of 25% of the fee for the work not yet done, as a reasonable estimate of the Business's lost work. If the Business ends it, or the Client ends it because of the Business's unfixed breach, no cancellation fee is due. Amounts already paid are credited first, and anything paid beyond what is owed is refunded within 14 days. Once the Client pays what it owes, the rights in Who owns the work transfer for the work done up to the end date. No cancellation fee applies where the law gives the Client a right to cancel.
9. 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. These limits do not apply to amounts the Client owes under this agreement, to fraud or willful misconduct, or where the law does not allow a limit.
10. 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.
11. 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. 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.