Service Agreement template

Free Service Agreement Template in Docusign

Whether you are engaging a freelancer for a project or establishing a long-term commercial relationship, a formal Service Agreement is essential. Docusign provides a free, editable service agreement template that clearly defines roles, fees, and deliverables.

• Click here to open the free template in your Docusign account or with a Docusign trial.

• The template requires the full legal name and address of both the Client and the Service Provider .

• Schedule 1 must be completed to detail the Services, Deliverables, and Fees, as this forms an integral part of the agreement .

• Once the terms are agreed upon, the document is ready for electronic signatures by the authorised representatives of both parties .

Overview of the Service Agreement

This Service Agreement is an independent contractor contract designed to establish a clear commercial relationship between two parties, ensuring that the Service Provider is not deemed an employee of the Client.

The agreement is crucial for:

• Scope Definition: Clearly defining the Services and Deliverables to avoid scope creep or misunderstandings.

• Financial Clarity: Stipulating the Fees, payment schedule, and invoicing frequency.

• Legal Compliance: Outlining the responsibilities of each party regarding data protection and intellectual property.

The agreement serves as the foundational service level agreement by establishing the minimum standards and processes for the work.

Who This Template Is For

This template is suitable for any business (Client) hiring an external party (Service Provider) on a contractual basis. This includes:

• Businesses engaging independent contractors or freelancers (e.g., consultants, designers, developers).

• Companies contracting with service agencies (e.g., marketing, IT support, or BPO providers).

• Any relationship where a clear "agreement SLA" is needed to define the quality and scope of work.

Key Components and Customisation

The agreement is composed of the main terms and Schedule 1: The Services and Fees. Key areas for customisation include:

• Services and Deliverables (Schedule 1): Must be detailed and specific to ensure the Service Provider performs the Services with reasonable care and skill, in line with industry standards.

• Term of Agreement (Clause 2): The relationship can be for a fixed term (with a specific Start Date and End Date) or ongoing until terminated by either party with written notice.

• Fees (Schedule 1): You must choose the fee structure: Fixed Fee, Project Rate (hourly/daily), or Retainer . All fees are exclusive of VAT.

• Intellectual Property (IP) (Clause 5): This is optional, but essential to clarify ownership of the Deliverables. You must choose whether the IP is assigned to the Client upon full payment, or if the Service Provider retains the IP and grants the Client a perpetual licence to use it.

• Data Protection (Clause 7 - Optional): If the Service Provider processes personal data on the Client's behalf, this clause requires both parties to comply with UK GDPR and the Data Protection Act 2018, and requires the Service Provider to act only on the Client's written instructions.

Key Clauses for Legal Protection

• Status of the Service Provider (Clause 10): Explicitly confirms the independent contractor status and places responsibility for Income Tax and National Insurance Contributions entirely on the Service Provider.

• Liability (Clause 8): Limits the Service Provider's total liability to the Client to the total Fees paid under the Agreement (excluding liability for fraud or personal injury).

• Termination (Clause 9): Allows for termination with immediate effect for material breach (if not remedied within a specified number of days, e.g., 14 days) or insolvency.

• Governing Law (Clause 11.3): The agreement is governed by the law of England and Wales, with exclusive jurisdiction granted to the courts of England and Wales.