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.
The data protection provisions in this document have been reviewed and updated for Brexit. References to data protection legislation have been updated with reference to the UK GDPR.
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 protection.
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, a more onerous liability and indemnity clause, and an optional data processing clause.
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 clauses:
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
7. Guarantee
8. Confidentiality
9. Force Majeure
10. Term and Termination
11. Effects of Termination
12. [Data Protection]
13. [Data Processing]
14. No Waiver
15. Further Assurance
16. Costs
17. Set-Off
18. Assignment and Sub-Contracting
19. Time
20. Relationship of the Parties
21. Non-Solicitation
22. Third Party Rights
23. Notices
24. Entire Agreement
25. Counterparts
26. Severance
27. Dispute Resolution
28. Law and Jurisdiction
Schedules:
1. Specification of Services
2. Fees and Payment
3. [Data Processing]
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