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Services agreement (premium)

This is a highly flexible long-form services agreement.

This agreement has not been created with any particular type of services in mind, but may be adapted for use in relation to many types of services. However, there are some limitations. The agreement should not be used in relation to business-to-consumer (B2C) contracts. Nor should the agreement be used in respect of services that are subject to special regulation (which will usually affect contracting terms).

Although the agreement includes provisions in relation to the supply and licensing of (and/or assignment of rights in) deliverables such as copyright works, it does not include any provisions relating to the supply of goods or products.

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Services agreement (premium) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Services: obligation to provide services; standard of services; devotion of personnel to services; keeping customer informed of services; services: compliance with reasonable customer requests; services: compliance with internal policies.
  4. Customer
    provision of co-operation etc by second party; second party responsible for third party co-operation.
  5. Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties.
  6. Customer
    obligations of second party in relation to premises; compliance with policies at premises; securing means of access to premises.
  7. Customer
    supply of second party materials; licence of second party materials; warranties relating to second party materials.
  8. Intellectual Property Rights: assignment of intellectual property rights in deliverables; licence to use deliverables; mixed assignment and licence of rights; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property).
  9. Change control: application of section to change requests; request changes at any time; change control notice to be in designated form; actions upon receipt of a change control notice; changes only take effect upon agreement of CCN.
  10. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  11. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
  12. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
  13. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
  14. Non-solicitation: restrictions on
    non-solicitation restrictions period; non-solicitation restrictions on first party; non-solicitation restrictions on affiliates; restrictions in section are reasonable; general exception to non-solicitation restrictions.
  15. Non-solicitation: restrictions on
    non-solicitation restrictions period; non-solicitation restrictions on second party; non-solicitation restrictions on affiliates; restrictions in section are reasonable; general exception to non-solicitation restrictions.
  16. Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to return or destroy confidential information following termination; confidentiality obligations after termination.
  17. Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
  18. Data protection: compliance with data protection laws; warranty of
    's right to disclose personal data (GDPR); details of personal data processed by 
    the Provider
     (GDPR); purposes of processing of personal data by 
    the Provider
     (GDPR); duration of personal data processing by
    (GDPR); personal data processed by
    on instructions (GDPR); authorised international transfers of personal data (GDPR); informing 
     of illegal instructions (GDPR); personal data processed by
    as required by law (GDPR); confidentiality obligations on
     persons processing personal data (GDPR); security of personal data processed by 
     (GDPR); appointment of sub-processor by
    (GDPR); authorisation for
    to appoint sub-processors (GDPR);
     to assist with exercise of data subject rights (GDPR);
     to assist with compliance (GDPR); obligation to notify 
    of personal data breach (GDPR);
     to provide data protection compliance information (GDPR); deletion of personal data by 
     to allow audit (GDPR); changes to data protection law.
  19. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
  20. Indemnities: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; second party indemnifies first party upon breach; conditions upon second party indemnity; limitations of liability vs indemnities.
  21. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
  22. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  23. Termination: termination without cause by first party; termination without cause by second party; termination by first party upon breach; termination by second party upon breach; termination upon insolvency.
  24. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  25. Notices: contractual notices must be in writing; methods of sending contractual notices to first party; methods of sending contractual notices to second party; contact details for contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
  26. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  27. Assignment: assignment by first party; assignment by second party.
  28. No waivers: no unwritten waivers of breach; no continuing waiver.
  29. Severability: severability of whole; severability of parts.
  30. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  31. Variation: variation in writing and signed, subject to change control.
  32. Entire agreement: entire agreement: documents; no mispresentation; section subject to caveats to limits of liablity.
  33. Law and jurisdiction: governing law; jurisdiction.
  34. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.


  1. Specification of Services: specification of services prompt.
  2. Specification of Deliverables: specification of deliverables prompt.
  3. Timetable: timetable prompt.
  4. Customer
    second party materials prompt.
  5. Financial provisions: financial provisions prompt.


  1. Introduction: title of change; change control notice number; change proposor; date of change control notice; summary of proposed change.
  2. Change details: insert details of change.
  3. Impact of Change: impact upon resources; impact upon timetable; impact upon charges; other effects of proposed change.
  4. Agreement to Change: acceptance of change by signature; form of signature block for first party; form of signature block for second party.


  1. Categories of data subject: prompt for categories of data subject.
  2. Types of Personal Data: prompt for types of personal data.
  3. Purposes of processing: prompt for personal data processing purposes.
  4. Security measures for Personal Data: prompt for security measures for personal data.
  5. Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.