Services agreement

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A general services agreement for B2B services.

Author: Alasdair Taylor
Updated: 7 January 2021
Length: 21 pages (min.)
Notes: 22 pages (min.)
Format: MS Word (.DOCX)

This is a general services agreement template. It is suitable for use in relation to a wide range of different business-to-business services. It comes in both standard-form and long-form (premium) versions.

Under the services agreement, the supplier agrees to supply the services to the customer in accordance with the agreed schedule or timetable. Sub-contracting of services may be prohibited or expressly permitted.

The customer may be obliged under the services agreement to provide support and assistance to the supplier. In addition, where the services are being supplied at the premises of the customer, the agreement may be used to render the customer responsible for the health and safety of the supplier's personnel whilst they are working at the premises.

Charging under the services agreement may be on the basis of agreed fees, or by reference to an hourly rate. The agreement includes an optional provision covering the variation of fees and rates, and another covering the payment of expenses by the customer to the supplier.

In addition to the core services provisions, both versions of the document include provisions concerning deliverables and intellectual property rights (which provisions may be required where a service provider is contracted to produce copyright materials)

In addition to the provisions in the standard agreement, the premium agreement includes provisions covering change control, timesheets, non-solicitation and publicity, as well as extended versions of some of the boilerplate clauses. 

The agreement can be adapted to be supplier-friendly, customer-friendly or to balance the interests of the parties.

NB: this agreement is not suitable for business-to-consumer services. Nor does it include any provisions covering the supply of goods or products.

  1. Definitions
  2. Term
  3. Services
  4. Customer obligations
  5. Deliverables
  6. Customer Premises
  7. Customer Materials
  8. Intellectual Property Rights
  9. Change control (premium only)
  10. Charges
  11. Expenses
  12. Timesheets (premium only)
  13. Payments
  14. Non-solicitation: restrictions on Provider (premium only)
  15. Non-solicitation: restrictions on Customer (premium only)
  16. Confidentiality
  17. Publicity (premium only)
  18. Data protection
  19. Warranties
  20. Indemnities
  21. Limitations and exclusions of liability
  22. Force Majeure Event
  23. Termination
  24. Effects of termination
  25. Notices
  26. Subcontracting
  27. General (split into separate clauses in the premium version)
  28. Interpretation

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