Services clause: Copy, customize, and use instantly
Introduction
A services clause defines the scope, quality, and terms of the services to be provided under a contract. It promotes clarity and reduces disputes by setting expectations on deliverables, timelines, and responsibilities. This clause is essential in service agreements, consulting contracts, and vendor arrangements.
Below are templates for services clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Detailed scope of services clause
This version provides a comprehensive description of services and expectations.
[Provider's Name] agrees to perform the following services: [Insert detailed description of services, including tasks, milestones, and deliverables]. Services shall be performed in accordance with the timeline set forth in Exhibit A (Project Schedule) and to a professional standard consistent with industry practices.
Performance standards services clause
This version defines the quality and standards for service delivery.
[Provider's Name] shall perform all services under this Agreement in a professional, timely, and workmanlike manner consistent with industry standards. If services do not meet these standards, [Client's Name] may request corrections at no additional cost.
Exclusivity of services clause
This version grants exclusive service rights to one party.
During the term of this Agreement, [Provider's Name] agrees to be the exclusive provider of [describe services] to [Client's Name] within [geographic area or industry]. [Client's Name] agrees not to engage any other provider for similar services during the term.
Change request services clause
This version sets procedures for modifying services.
Any changes to the scope of services must be requested in writing and approved by both parties. Upon approval, changes will be documented in a written amendment or change order specifying adjustments to fees, timelines, or deliverables.
Service-level agreement (SLA) clause
This version outlines specific performance metrics and remedies.
[Provider's Name] agrees to meet the following service levels:Uptime Guarantee: 99.9% monthly uptime for services.Response Time: Respond to support requests within [X] hours.Resolution Time: Resolve critical issues within [Y] hours. Failure to meet these service levels will result in a [credit/refund] of [Z]% of monthly fees.
Third-party services clause
This version clarifies the use of subcontractors.
[Provider's Name] may engage third-party subcontractors to perform services under this Agreement but remains fully responsible for their performance and compliance with this Agreement. Subcontractors must adhere to the same confidentiality and service standards as [Provider's Name].
Milestone-based services clause
This version ties payments to service milestones.
Services shall be delivered according to the following milestones:Milestone 1: [Description] – [Due Date] – Payment of [$X]Milestone 2: [Description] – [Due Date] – Payment of [$Y]Final Milestone: [Description] – [Due Date] – Payment of [$Z] Payments are contingent upon [Client's Name]’s acceptance of each milestone.
Termination of services clause
This version governs service cessation procedures.
Either party may terminate services with [X] days’ written notice. Upon termination, [Provider's Name] shall cease all services and deliver any completed or partially completed work to [Client's Name]. Outstanding fees for services rendered prior to termination shall remain payable.
Intellectual property in services clause
This version addresses ownership of work created during service delivery.
All work products, reports, and deliverables created by [Provider's Name] under this Agreement shall be the sole and exclusive property of [Client's Name] upon full payment of all fees. [Provider's Name] retains the right to use general knowledge, skills, and experience acquired during the performance of services.
Independent contractor services clause
This version clarifies the service provider’s status.
[Provider's Name] shall perform all services as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties. [Provider's Name] is solely responsible for all taxes and benefits related to its personnel.
Flexible scope of services clause
This version allows for adaptable service scopes during the contract term.
The scope of services may be adjusted during the term of this Agreement upon mutual written consent of both parties. Adjustments shall be documented in an addendum, specifying any changes to deliverables, timelines, or fees.
Partial service completion clause
This version outlines obligations if services are partially completed.
If services are partially completed at the time of termination, [Provider's Name] shall deliver all completed work and a summary of work in progress. [Client's Name] shall pay for services rendered up to the termination date.
Priority of services clause
This version assigns priority levels for service requests.
Services provided under this Agreement shall be prioritized as follows:Priority 1: Critical issues (response within 2 hours)Priority 2: Major issues (response within 4 hours)Priority 3: Minor issues (response within 24 hours)
Work location services clause
This version specifies where services must be performed.
All services under this Agreement shall be performed at [designated location] unless otherwise agreed in writing. Remote services may be permitted for non-site-specific tasks.
Training services clause
This version outlines training obligations for services provided.
[Provider's Name] shall provide [number] hours of training to [Client's Name]'s personnel on the proper use and maintenance of delivered services. Training materials shall be provided in both digital and printed formats.
Data security in services clause
This version protects data handled during service delivery.
[Provider's Name] agrees to implement industry-standard security measures to protect [Client's Name]'s data during the performance of services. All data transfers shall be encrypted, and access limited to authorized personnel only.
Backup services clause
This version requires service continuity through backups.
[Provider's Name] shall maintain daily backups of all service-related data and ensure restoration capabilities within [X] hours in case of data loss or service interruption.
Testing and acceptance services clause
This version defines testing and acceptance procedures for deliverables.
All deliverables shall be subject to [Client's Name]'s acceptance testing. [Client's Name] shall have [X] business days to review and either accept the deliverables or provide a detailed list of deficiencies. [Provider's Name] shall correct any deficiencies within [Y] business days.
Recurring services clause
This version governs services provided on a regular schedule.
[Provider's Name] agrees to provide the following recurring services on a [daily/weekly/monthly] basis: [list services]. Recurring services may be rescheduled with [Z] days’ notice from either party.
Services reporting clause
This version requires regular service performance reports.
[Provider's Name] shall submit service performance reports to [Client's Name] on a [monthly/quarterly] basis. Reports shall include service hours, tasks completed, issues resolved, and recommendations for improvement.
No subcontracting services clause
This version prohibits subcontracting without consent.
[Provider's Name] shall not subcontract any part of the services under this Agreement without the prior written consent of [Client's Name]. Any approved subcontractors shall be bound by the same obligations as [Provider's Name].
Services warranty clause
This version provides a warranty for services rendered.
[Provider's Name] warrants that all services provided under this Agreement shall be free from defects and performed in a professional and workmanlike manner. If defects are identified within [X] days of service completion, [Provider's Name] shall remedy them at no additional cost.
Service documentation clause
This version requires the delivery of documentation for services.
[Provider's Name] shall provide [Client's Name] with detailed documentation of all services performed, including technical manuals, procedures, and operational guidelines necessary for ongoing maintenance and support.
Service dependency clause
This version identifies dependencies required for service performance.
[Client's Name] agrees to provide [Provider's Name] with access to necessary facilities, data, and systems required to perform services. Delays caused by failure to provide access may result in adjustments to timelines and fees.
Knowledge transfer services clause
This version ensures the transfer of knowledge from provider to client.
Upon completion of services, [Provider's Name] agrees to conduct a knowledge transfer session for [Client's Name]'s team, including training on tools, processes, and service maintenance procedures.
Ownership of service tools clause
This version addresses ownership of tools and methods used during services.
Any tools, software, or methodologies used by [Provider's Name] in the performance of services shall remain the property of [Provider's Name], unless specifically transferred in writing.
Client cooperation services clause
This version requires client cooperation for successful service delivery.
[Client's Name] agrees to cooperate fully with [Provider's Name], including providing access to necessary resources, personnel, and timely approvals to enable the efficient performance of services.
Return of materials services clause
This version governs the return of client materials upon service completion.
Upon completion or termination of services, [Provider's Name] shall return all materials, data, and equipment provided by [Client's Name] in good condition, subject to normal wear and tear.
Emergency services clause
This version defines emergency response obligations.
[Provider's Name] agrees to provide emergency services in response to critical issues, available 24/7, with a response time of no more than [X] hours from notification.
Service interruption notice clause
This version requires advance notice of service interruptions.
[Provider's Name] shall provide [Client's Name] with at least [X] days’ prior written notice of any planned service interruptions. Unplanned interruptions shall be reported immediately with an estimated time for resolution.
Force majeure services clause
This version excuses non-performance due to extraordinary events.
Neither party shall be liable for failure to perform services due to events beyond their reasonable control, including natural disasters, strikes, or government actions. Service obligations shall resume once the event ceases.
Service feedback clause
This version requires periodic client feedback on service performance.
[Provider's Name] agrees to solicit feedback from [Client's Name] quarterly regarding service performance and address any concerns or areas for improvement within [X] business days.
Backup personnel services clause
This version ensures continuity through backup personnel.
[Provider's Name] agrees to assign backup personnel trained to perform the services outlined in this Agreement to ensure continuity in case of absence or turnover of key staff.
Prohibited services clause
This version outlines services that are explicitly excluded.
The following services are excluded from the scope of this Agreement unless separately agreed in writing: [list prohibited services].
Service payment hold clause
This version allows the client to withhold payment for non-performance.
If [Provider's Name] fails to perform services as agreed, [Client's Name] may withhold payment for the portion of services not delivered until the issue is resolved.
Service transition clause
This version governs the handover of services to a new provider.
Upon termination, [Provider's Name] agrees to cooperate with [Client's Name] or a successor service provider to ensure a smooth transition, including the transfer of documentation, tools, and knowledge.
Service escalation procedure clause
This version outlines procedures for escalating service issues.
In the event of a dispute regarding service performance, the parties agree to follow this escalation procedure:Level 1: Project Manager Meeting (response within 24 hours)Level 2: Senior Management Review (response within 48 hours)Level 3: Arbitration or Mediation (initiated within 7 days)
Service exclusivity period clause
This version grants a period of exclusivity for service provision.
[Provider's Name] shall be the exclusive provider of [specific services] to [Client's Name] for a period of [X] months from the effective date of this Agreement.
Service response time guarantee clause
This version guarantees response times for support requests.
[Provider's Name] guarantees response times for service requests as follows:Critical issues: Within [2] hoursMajor issues: Within [4] hoursMinor issues: Within [1] business day
Service outcome clause
This version ties payment to specific outcomes.
Payment for services shall be contingent upon [Provider's Name]'s achievement of the following outcomes: [list outcomes]. Failure to meet outcomes may result in [percentage] fee reduction.
Service updates clause
This version requires regular updates on service progress.
[Provider's Name] agrees to provide [Client's Name] with weekly progress updates, including milestones achieved, work in progress, and any potential delays.
Service penalties clause
This version establishes penalties for service delays.
If [Provider's Name] fails to meet the agreed service deadlines, a penalty of [$X] per day of delay shall apply, capped at [Y]% of the total contract value.
Service compliance clause
This version requires services to comply with applicable laws and standards.
All services provided under this Agreement shall comply with applicable local, state, and federal laws and industry standards, including [list relevant standards].
Service tool ownership clause
This version specifies who owns tools developed during service delivery.
Any tools, software, or methodologies developed during service delivery shall remain the property of [Provider's Name], except for deliverables explicitly designated as [Client's Name]'s property in this Agreement.
Customer satisfaction guarantee services clause
This version offers a satisfaction guarantee for services.
[Provider's Name] guarantees [Client's Name]'s satisfaction with the services provided. If [Client's Name] is not satisfied, [Provider's Name] agrees to re-perform the services at no additional cost.
Service cost adjustment clause
This version provides for adjustments to service costs.
Service fees may be adjusted annually based on changes in market rates or [CPI] (Consumer Price Index), with adjustments not exceeding [X]% per year unless mutually agreed in writing.
Service downtime compensation clause
This version requires compensation for unexpected downtime.
If downtime caused by [Provider's Name] exceeds [X] hours per month, [Client's Name] shall be entitled to a credit equal to [Y]% of that month’s service fees.
Service deliverable rejection clause
This version governs the right to reject substandard deliverables.
[Client's Name] reserves the right to reject any deliverable that fails to meet the agreed specifications. [Provider's Name] shall correct any deficiencies within [X] business days at no additional cost.
Service liability limitation clause
This version limits the provider's liability for service issues.
[Provider's Name]'s total liability for any claims arising from services provided under this Agreement shall be limited to [X] times the total fees paid under this Agreement.
Third-party integration services clause
This version addresses integrations with third-party systems.
If services involve third-party system integrations, [Provider's Name] shall ensure compatibility and cooperate with third-party vendors. However, [Provider's Name] is not responsible for third-party system failures.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.