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

This Standard Service Agreement with Deliverables (TUPE on Exit 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 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 applicable 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 Exit provisions where, if TUPE applies, employees transfer when the services move from the service provider to another party, including the client; 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. One option requires the service provider to deliver all deliverables to the client on termination or expiry, while another requires the client to return them to the service provider.

TUPE on Exit 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 Exit – 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.

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