Standard Service Agreement with Deliverables (TUPE on Entry Option) (B2B)

This Standard Service Agreement with Deliverables (TUPE on Entry Option) (B2B) is designed for service providers supplying services to business clients where the services also involve creating deliverables in which intellectual property rights will typically subsist.

It can be used for one-off projects or longer-term arrangements. This version also includes optional TUPE on Entry provisions for situations where employees transfer from the client to the service provider when the agreement begins.

This document has also been updated with a restructured liability clause designed to make the liability provisions easier to follow.

B2B service agreement for services with deliverables

This template is intended for business-to-business service arrangements where the provider is creating deliverables as part of the engagement.

The detailed description of the services and deliverables should be set out in the schedule.

What this B2B service contract covers

• the parties’ obligations, representatives, personnel, and optional change control provisions;
• fees, payment, record-keeping, and compliance with laws and mandatory policies;
• intellectual property rights in deliverables, including licence or assignment options, plus confidentiality and an IP indemnity;
• data protection and data processing where relevant;
• optional TUPE on Entry provisions; and
• insurance and balanced liability provisions, subject to exceptions.

IP ownership options for deliverables

The IP provisions allow for:

• a licence to the client for the term of the agreement;
• a perpetual and irrevocable licence to the client; or
• assignment of the IP in the deliverables to the client.

The termination provisions should be selected to match the chosen IP option.

TUPE on Entry and other key drafting options

• Key personnel and sub-contracting: these options should be checked together to avoid conflict.
• Licences and consents: only one allocation of responsibility should be used.
• TUPE and data processing: include these provisions only where they are relevant.

Schedules for the services, fees, and TUPE detail

• The Services – the services and deliverables to be provided;
• Fees and Payment – the charging and payment structure;
• Mandatory Policies – policies to be specified or attached where required;
• TUPE on Entry – relevant TUPE detail where applicable;
• Key Personnel – any required personnel commitments;
• Service Provider’s Privacy Notice – privacy information where required; and
• Personal Data Processing – processing detail where the services involve personal data.

Standard Service Agreement with Deliverables (TUPE on Entry Option) (B2B) is part of Business . Just £38.50 + VAT provides unlimited downloads from Business for 1 year.