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Our Service Agreement Template

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Our third template is for creating three kinds of service agreements: Consulting agreements. Contracts that involve the creation of intellectual property. And contracts that involve services provided on the client’s premises.

Necessarily, if you use this template, you’ll have to come up with the provisions specifying the services and how much to charge for them—the possibilities are endless, so currently we can’t treat those provisions as a commodity. But most of the remaining provisions will be covered by the template. That includes provisions addressing intellectual property, insurance, confidentiality, and no-soliciting, and provisions addressing the more generic aspects of services, such as safety precautions to take when providing services on the client’s premises.

We’re particularly pleased with the intellectual property component and the insurance component. The IP component was compiled with the help of Ned Barlas, an intellectual property specialist (Ned and Ken Adams met at Penn Law). The insurance component was compiled with the help of Noelle McCall, director of contract risk management at Peoples First Insurance in South Carolina and cofounder of the Contract Risk Academy. Go here for a blog post discussing Ned’s and Noelle’s contributions.

As with all our templates, this template offers you a comprehensive decision tree, so you can select from a wide range of deal terms. Experts like Ned and Noelle have helped us make sure the choices we offer you make sense. And once you make your decisions, we will provide you with text that expresses your deal clearly and concisely, consist with the guidelines in A Manual of Style for Contract Drafting.

That leaves you with the most important task of a deal lawyer—deciding what kind of deal would best serve your client. If you need further help with the IP aspects of your transaction, you’re welcome to contact Ned; if you need further help with insurance, you’re welcome to contact Noelle. If you would rather that we go through the interview for you, taking into account how your current template is structured, contact Ken Adams at ken@legalsifter.com.

To subscribe to our service agreement template, go to our document-assembly site, here. If you’re a customer of LegalSifter’s Contract Control Program, your LegalSifter representative can arrange to have access to the service agreement template using Sift credits.

Resources

Our service agreement template includes guidance that aims to help you understand what’s at stake in how you answer questions in the interview. If we have too much to say to fit it conveniently in the interview, we put the complete guidance on our website and include a link in the interview.

Necessarily, our interview guidance doesn’t address issues unrelated to the questions. In particular, it doesn’t explain why we didn’t include in our template some provisions you often see in confidentiality agreements. For information on that and anything else we think relevant, see the list to the right. We will supplement that list as we discover other resources and as readers recommend other resources to us.

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Kenneth A. Adams, Misapplying Sale-of-Goods Concepts to Services (3 May 2022), available here. (This post explains how drafters are prone to deploying in contacts for the sale of services concepts that make sense only for selling goods.)