Service Agreement Template
Also searched as: Service Contract Template · Consulting Agreement Template · Professional Services Agreement
A service agreement sets the terms under which one party provides services to another — what will be delivered, by when, for how much, and who owns the result. It is the contract that decides whether a later request is included work or chargeable extra.
A downloadable template is written for a hypothetical deal, and usually protects whoever wrote it. The clause structure below is genuinely universal — but the terms that matter (what’s excluded, who owns what, what the cap is) depend entirely on your situation. This page gives you the structure and the decisions; the guided draft turns your answers into a document built for your deal.
What a service agreement must contain
These are the sections our drafting engine includes in every service agreement it produces. A document missing any of them has a gap worth closing before signature.
The guided draft is currently configured for India-law contracts. For an agreement governed by another jurisdiction, a lawyer can draft it for your governing law.
Decisions you need to make first
- 1What is explicitly excluded from scope?
Scope disputes rarely happen because the scope was wrong — they happen because it was vague. Listing exclusions is usually the most valuable part of the clause.
- 2How is payment structured?
Upfront, milestone-based, or on delivery distribute risk very differently. Taking 100% on delivery from a new client means carrying the entire credit risk of the engagement.
- 3Who owns the work product?
Client-owns-on-payment is common, but the provider usually needs pre-existing tools, frameworks, and libraries carved out so they can keep using them on other work.
- 4What is the liability cap?
This sets your maximum exposure. It should reflect the actual commercial risk in the engagement, not a number copied from an unrelated contract.
- 5How does acceptance work?
Without a deemed-acceptance window, a client can leave an invoice unpayable indefinitely simply by not responding to a delivered milestone.
Mistakes we see most often
- Describing scope in a sentence when the engagement needs a schedule
- No change-control process, so every extra request becomes an argument rather than a change order
- Acceptance defined as "to the client’s satisfaction" — giving one party unilateral control over whether the other gets paid
- No late-payment interest or right to suspend work, which makes paying late effectively free
- Silence on pre-existing IP, so the provider inadvertently assigns their own reusable tooling
Clauses worth understanding first
Build it around your deal, not someone else’s.
Answer a short set of questions and get a document written for your terms — then have a lawyer review it before you sign.
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Other contract guides
This guide is general information about contract structure, not legal advice. What your agreement should say depends on your specific circumstances and the law that governs it.
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