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Updated Business-to-Business Service Contract Templates

March 2022

When one business is providing services to another, the relationship will generally be governed by a service agreement or service contract. Whether the services are being provided on a short-term or one-off basis or over a longer period of several months or several years, a service agreement establishes both the particulars of the services to be provided and the contractual framework within which they will be provided.

Key points that a service agreement will typically cover include a specification of the services themselves; fees and payment; obligations relating to the provision of the services including the requirement to exercise reasonable care and skill; the customer or client’s obligations; and other important topics such as confidentiality, intellectual property, and data protection.

Updated Document Templates

The range of B2B Service Agreement Templates is being reviewed and comprehensively updated in-line with current best practice. Key changes include:

  • precise drafting to ensure that the service provider is contractually obliged to provide the services in-line with best practices in the relevant industry, trade, or profession;
  • new provisions relating to the use of specified equipment in the provision of the services, including client and service provider equipment;
  • new provisions designed to protect “materials” (such as information and documents) belonging to the client when used by the service provider;
  • new provisions covering key personnel and authorised representatives;
  • new provisions for change orders, allowing the client to request changes to the services during the term (subject to agreement and acceptance by the client of any price changes);
  • detailed provisions covering fees, costs, and payment;
  • new “law and policies” provisions, contractually obliging the service provider to comply with applicable laws and mandatory policies specified by the client;
  • detailed and practical provisions governing the liability of the parties; and
  • a range of improvements to the “boilerplate” clauses in the document, particularly the termination clause which now includes a more detailed set of circumstances triggering termination.

In addition, the service agreement template previously known as “Standard Service Agreement with IP Provisions” is now “Standard Service Agreement with Deliverables”. The application is the same, but the document has been designed to be clearer, particularly with regard to the production of deliverables (for example, creative work) by the Service Provider and in relation to the IP rights in those deliverables.

The range of service agreement templates is designed to be flexible in application, and can be used with a broad variety of business-to-business services.

The range of standard service terms and conditions is also in the process of being reviewed and updated and will be published next month, designed to work alongside these service agreements.

The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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