Standard Service Agreement with IP Provisions (B2B)
When providing services in the course of business, the value of a service
agreement cannot be understated. A service agreement ensures that both
parties know exactly what is expected of them, what their obligations are,
what their rights are, and how the transaction is to proceed.
This document is compliant with the GDPR (General Data Protection
This Standard Service Agreement with IP Provisions is designed for use by
service providers offering their services to business clients (a
“business-to-business” agreement). An alternative version is available for
use with consumer clients (a “business-to-consumer” agreement). This
document is suitable for use in situations where the provision of the
services will entail the creation and exploitation of some form of
intellectual property rights. The terms of this document are sufficiently
broad to cover all kinds of intellectual property rights including
copyright, patents and trademarks.
Detailed provisions in this template set out the parameters within which
the services are to be provided, the obligations of both the service
provider and the client, and how and when payment is to be made. Further
key terms cover aspects such as insurance, liability, guarantees and data
The intellectual property provisions in this document can be used either to
licence the relevant rights from the service provider to the client or to
assign those rights.
Over and above the business-to-consumer version, this document also
contains provisions for financial record keeping, confidentiality,
non-solicitation, and a more onerous liability and indemnity clause.
Two schedules are included in this template with references to them
appearing throughout the agreement. These should be used to set out, in
detail, the specification of the services to be provided and the terms of
payment. When entering details into these schedules, sufficient information
should be included so that both parties to the agreement are fully aware of
the exact services to be provided and how those services are to be paid
for. Great care should be taken when completing the schedules to ensure
that neither party is left with any questions or guess work. A complete
agreement should give both parties the complete picture of the transaction.
A counterpart set of Standard Service Terms and Conditions is also
available with terms exactly mirroring the terms of this document, designed
for use either as standard terms of business or as a pre-contract document
to give potential clients a clear idea of what the eventual service
agreement will look like.
Optional phrases / clauses are enclosed in square brackets. These should be
read carefully and selected so as to be compatible with one another. Unused
options should be removed from the document.
This Standard Service Agreement with IP Provisions contains the following
1. Definitions and Interpretation
2. Provision of the Services
3. Intellectual Property Rights
4. Client’s Obligations
5. Fees, Payment and Records
6. Liability, Indemnity and Insurance
9. Force Majeure
10. Term and Termination
11. Effects of Termination
12. [Data Protection]
13. [Data Processing]
14. No Waiver
15. Further Assurance
18. Assignment and Sub-Contracting
20. Relationship of the Parties
22. Third Party Rights
24. Entire Agreement
27. Dispute Resolution
28. Law and Jurisdiction
1. Specification of Services
2. Fees and Payment
3. [Data Processing]
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