Professional Services-Proposals
Service Agreement
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Proposal Outline
Service Agreement
Parties and key terms
Services and delivery
Services and delivery (continued 2)
Fees and payment
Ownership and confidentiality
Ownership and confidentiality (continued 2)
Risk and liability
Risk and liability (continued 2)
Term and termination
General
General (continued 2)
Schedule 1: Services
Schedule 2: Timeline
Schedule 3: Fees
Signatures
About this template
This service agreement template is a general fixed-fee contract for agencies, consultants and other service businesses. It sets out the services, deliverables, timeline, milestone payments, ownership, liability and termination. Use it when you have agreed a defined scope with a client and want signed terms before work starts.
When to use this agreement
Use it for a one-off project with a clear scope and a fixed fee, such as a campaign, an audit or a build. A proposal describes and prices the work; the service agreement is the signed contract that governs it.
For ongoing monthly work, a retainer agreement usually fits better. For work billed by the day, consider a consulting agreement. If the scope changes mid-project, use a change order rather than rewriting this agreement.
What the agreement covers
- Services and delivery
- Describes the services, deliverables and timing, client responsibilities, a review and acceptance process, and a signed change-order process for scope changes.
- Fees and payment
- Sets the fee, invoicing and payment terms, and reimbursement of pre-approved expenses.
- Ownership and confidentiality
- Assigns the work product to the client on payment and sets mutual confidentiality duties that continue after the agreement ends.
- Risk and liability
- Warranties and correction, a disclaimer, a liability cap linked to fees paid, and mutual intellectual-property indemnities.
- Term, termination and schedules
- Termination for convenience or breach, handover and force majeure, plus three schedules for services, timeline and fees.
Before you send it
- Make the scope specific
- List deliverables in Schedule 1 clearly enough that both sides can tell when each is done.
- Match timeline and payments
- Check that the milestones in Schedule 2 line up with the payment points in Schedule 3.
- Review the default terms
- Confirm the review period, payment terms, notice period and confidentiality period suit the project.
- Have a lawyer review it
- Ask a lawyer to review the agreement for the governing law and the parties’ jurisdictions.
This guide is general information, not legal advice. Have a lawyer review the agreement for your situation and the governing law before you use it.
Frequently Asked Questions
What should a service agreement include?
The parties, services and deliverables, timeline, fees and payment terms, client responsibilities, acceptance, change handling, ownership, confidentiality, liability limits, termination and governing law. This template includes each, with schedules for services, timeline and fees.
What is the difference between a service agreement and a contract?
A service agreement is a type of contract focused on providing services rather than goods. Whether any agreement is binding depends on its terms and the governing law, so have a lawyer review it.
Is a proposal the same as a service agreement?
No. A proposal pitches and prices the work. A service agreement sets the legal terms both parties sign, such as payment, ownership, liability and termination. Many businesses send the proposal first, then the agreement.
Can I edit this service agreement template?
Yes. You can customise the services, timeline, fees and clauses with a Propovo account, then send it for electronic signature. The trial is free for 14 days and needs no card.
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