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Global Services Agreement

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GLOBAL SERVICES AGREEMENT

This Global Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , a Corporation LLC Individual , with principal place of business at ; and Service Provider Name: , a Corporation LLC Individual , with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Service Provider possesses expertise and resources to provide the services described herein; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend for this Agreement to define their respective rights and obligations with respect to the provision and receipt of services on a global basis.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the professional services, deliverables and related activities described in the Statement of Work executed under this Agreement. "Statement of Work" or "SOW" means a document that references this Agreement and sets out in detail the scope, schedule, pricing and acceptance criteria for specific services.

1.2 Other capitalized terms used in this Agreement shall have the meanings assigned to them in the applicable SOW or as otherwise set forth herein.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform the Services described in each SOW in a professional and workmanlike manner consistent with industry standards. The Parties shall execute separate SOWs as required; each SOW shall be subject to and governed by this Agreement.

2.2 Acceptance. Unless otherwise set forth in an SOW, deliverables shall be subject to Client acceptance testing for a period set forth in the applicable SOW. Client shall provide written notice of rejection specifying deficiencies; Service Provider shall use commercially reasonable efforts to correct such deficiencies within a mutually agreed cure period.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for months unless earlier terminated in accordance with this Agreement. Thereafter the Agreement shall automatically renew for successive renewal terms of months unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

3.2 Termination for Cause. Either Party may terminate this Agreement or any SOW upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach, provided that termination for certain breaches (including breaches of confidentiality or data protection obligations) may be effective immediately.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Service Provider the fees set forth in each SOW. Unless otherwise specified, fees are exclusive of taxes and expenses, which shall be borne by Client.

4.2 Late Payments. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum allowed by applicable law. Client shall also reimburse Service Provider for reasonable collection costs.

5. CHANGE ORDERS

5.1 Any change to the scope, schedule or fees shall be documented in a written change order signed by authorized representatives of both Parties. Service Provider is not required to commence work on any change until such change order is executed.

6. CONFIDENTIALITY

6.1 Each Party (the "Receiving Party") shall hold in confidence and not disclose the other Party's (the "Disclosing Party") Confidential Information, and shall use such Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes generally known to the public through no fault of the Receiving Party, or that was already lawfully in the Receiving Party's possession.

6.2 The Receiving Party may disclose Confidential Information to its employees, affiliates or subcontractors who have a need to know, provided such parties are bound by confidentiality obligations no less protective than this Agreement.

7. DATA PROTECTION

7.1 Each Party shall comply with applicable data protection and privacy laws in the performance of this Agreement. Service Provider shall implement and maintain appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction or damage.

Yes No

8. INTELLECTUAL PROPERTY

8.1 Ownership. Except as expressly provided in an SOW, each Party retains all right, title and interest in its pre-existing intellectual property. Service Provider hereby grants Client a non-exclusive, worldwide, royalty-free license to use deliverables solely for Client's internal business purposes as specified in the applicable SOW. Any deliverable identified as Contractor Background or Provider Background in an SOW shall remain the property of the original owner.

8.2 If the Parties intend to transfer ownership of any deliverable, such transfer must be set forth in the applicable SOW and include consideration and assignment language consistent with applicable law.

9. WARRANTIES; DISCLAIMERS

9.1 Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Client's exclusive remedy shall be limited to re-performance of the defective Services or, if Service Provider fails to re-perform, a refund of fees paid for the defective Services.

9.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

10.1 Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Service Provider's gross negligence, willful misconduct, or material breach of the representations and warranties in this Agreement, subject to the limitations set forth in Section 11.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. INSURANCE

12.1 Service Provider shall, at its expense, maintain commercial general liability, professional liability/errors & omissions, and workers' compensation insurance with limits customary for the industry. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

13. COMPLIANCE WITH LAWS

13.1 Each Party shall comply with applicable laws, regulations and orders in the performance of this Agreement, including export controls, anti-corruption laws and labor laws. Each Party represents that it will not perform any act that would cause the other Party to be in violation of applicable law.

14. SUBCONTRACTING

14.1 Service Provider may engage subcontractors to perform portions of the Services provided Service Provider remains responsible for the performance of such subcontractors and obtains agreements from them to comply with confidentiality, data protection and other material obligations equivalent to those in this Agreement. Service Provider shall provide notice to Client of any subcontractor that will process Personal Data.

15. NOTICES

15.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below or to such other address as either Party may designate by notice in accordance with this Section. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

16. AMENDMENTS; WAIVER

16.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

17. GOVERNING LAW

17.1 This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflicts of law principles.

18. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

18.1 This Agreement, together with all SOWs and executed exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

18.2 If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

18.3 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

Client Printed Name:

By:

Date:

Service Provider Printed Name:

By:

Date:

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What a Global Services Agreement Covers

A Global Services Agreement is a comprehensive contract that defines the scope, deliverables, pricing, service levels, and governance for services provided across multiple jurisdictions. It coordinates responsibilities, timelines, intellectual property ownership, confidentiality, data protection, termination rights, and dispute resolution between a service provider and a client. Organizations use this agreement to standardize terms for cross-border or multi-state engagements, reduce contract negotiation cycles, and allocate regulatory and compliance obligations. The template supports clear assignment of roles, acceptance criteria, invoicing procedures, and change-control mechanisms to manage long-term services relationships.

Why a Global Services Agreement Matters

Use a Global Services Agreement to set consistent expectations across regions, reduce legal ambiguity, and preserve service continuity. The agreement helps manage risk allocation, streamline invoicing and change orders, and establish measurable service levels that support operational and compliance oversight.

Why a Global Services Agreement Matters

Who Typically Prepares and Signs This Agreement

Common users include internal legal, procurement, and service delivery teams tasked with negotiating and managing enterprise-level engagements.

  • Enterprise procurement teams negotiating standardized terms for multiple service locations and vendors.
  • Legal departments reviewing indemnities, IP, data protection, and governing law clauses.
  • Operations and service delivery managing SLAs, reporting, change control, and onboarding.

Small and mid-size providers also use the agreement to scale recurring services while aligning billing and performance metrics.

Core Sections to Include in a Professional Agreement

Core sections commonly included in a Global Services Agreement are organized to protect parties and define operational controls, pricing mechanisms, and dispute processes.

Statement of Work

Describes deliverables, milestones, acceptance criteria, dependencies, and change-order procedures; tie SOW exhibits to invoicing and testing protocols to prevent scope disputes during delivery and remedial steps for failed acceptance.

Service Levels

Specifies performance metrics, measurement windows, reporting cadence, remedies for missed targets, and escalation paths to ensure predictable operational performance across jurisdictions, including credits and service reviews.

Pricing & Payment

Defines fees, invoicing schedule, taxes, expense reimbursement, late-payment interest, currency controls, and procedures for disputed invoices and audit rights, including milestone-based holdbacks and adjustment mechanisms.

Term & Termination

Sets initial term, renewal mechanics, termination for cause or convenience, transition assistance, survivability of key clauses, and exit obligations including data return or secure destruction.

Confidentiality & Data

Specifies confidential information scope, permitted disclosures, security controls, breach notification timelines, compliance with HIPAA or other industry rules, and any required Business Associate Agreement and data localization obligations where applicable.

IP & Deliverables

Allocates ownership of deliverables, licenses pre-existing IP, defines work-for-hire assumptions, grant of license terms, and procedures for protecting trade secrets and third-party components, including warranty disclaimers and infringement indemnities.

Essential Data Fields to Collect

Party Names: Full legal entity names used on tax records
Effective Date: Use MM/DD/YYYY format exactly
Addresses: Street, city, state, ZIP
Contact Info: Authorized signer email and phone
Payment Terms: Net terms, rates, billing cadence
SOW Reference: Attach SOW exhibits by name

Step-by-Step: Completing and Executing the Agreement

Follow these steps to complete and execute a Global Services Agreement cleanly and consistently online.

  • 01
    Prepare Draft: Gather SOW, pricing, and compliance clauses
  • 02
    Review Legal: Legal validates indemnity, IP, and choice of law
  • 03
    Agree SLAs: Define metrics, reporting, credits, and remediation
  • 04
    Execute: Obtain authorized signatures and date the agreement

How to Configure an Online Signing Workflow

Configure online workflow options to control routing, authentication, and storage for executed agreements in your signing platform.

Field Configuration
Signer Authentication Email, SMS code, or KBA
Routing Order Sequential or parallel signer order
Document Retention Encrypted storage with access logs
Notification Settings Email reminders and expiry alerts

Where to Send or File the Final Agreement

Typical filing and submission routes for finalized Global Services Agreements depend on internal records and counterparty preferences.

  • Internal Filing: Store agreement in contract repository and legal folder
  • Counterparty Copy: Provide fully signed PDF to client and vendor contacts
  • Regulatory Filings: File with agencies when required by statute or permit
  • Notary Record: Retain notary acknowledgements or RON recordings if used

Platform and Security Requirements for eSigning

Choose a platform that supports secure eSigning, audit trails, and required integrations for your systems.

  • Integrations: Salesforce, NetSuite, Microsoft 365
  • File Formats: PDF, DOCX, HTML, XLSX
  • Security: TLS 1.2/1.3; AES-256 at rest

Key Dates and Notice Periods to Track

Key calendar dates and deadlines related to execution, renewal, and notice periods in the agreement should be tracked carefully.

Initial Effective Date:

Parties enter date that governs when obligations commence

Renewal Notice Period:

Provide notice 30–90 days before expiry per contract

Service Acceptance Deadline:

Acceptance tests must complete within specified milestone window

Invoice Payment Terms:

Net 30, Net 45, or milestone billing as stated

Termination Notice Period:

Typically 30–90 days unless for cause with immediate effect

Common Preparation Mistakes to Avoid

  • Leaving scope undefined causes disputes over deliverables, billing, and acceptance criteria; include clear SOW exhibits and change control procedures to prevent escalation.
  • Failure to obtain signatures from authorized signatories or to verify authority can render the agreement unenforceable; confirm signing authority before execution.
  • Conflicting clauses between master agreement and SOWs (pricing, liability caps) create ambiguity; reconcile exhibits and master terms during negotiation.
  • Omitting breach notification timing, encryption standards, or BAA language where PHI is involved increases regulatory and reputational risk.

Consequences of Incorrect or Incomplete Agreements

Contract Voidance: Unauthorized signature risk
Tax Exposure: Incorrect withholding obligations
Regulatory Fines: HIPAA breach penalties
Service Disruption: Missed SLAs trigger credits
Litigation: Breach claims and damages
Audit Failures: Insufficient records for regulators

How a Global Services Agreement Compares to a Master Services Agreement

Compare common contract variants to determine whether a Global Services Agreement or an alternate document better fits your engagement structure.

Criteria Global Services Agreement Master Services Agreement
Scope enterprise-wide services specific program or service
SOW Attachment yes, multiple sows often single sow or po
Billing Model recurring and milestone billing often invoice per po
Governance centralized change control localized contract changes

eSignature Vendor Comparison for Executing the Agreement

Compare common eSignature platforms for executing Global Services Agreements, focusing on price, bulk send, auditability, HIPAA readiness, and envelope limitations.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial, no card required Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Practical Tips for Accurate and Efficient Completion

Adopt consistent drafting and execution practices to reduce negotiation time, litigation risk, and administrative overhead.

Use standardized SOW and templates
Maintain a library of preapproved SOW templates and clause libraries to accelerate negotiations. Require consistent exhibit numbering, version control, and an internal approval workflow so changes are auditable and reduce bespoke clause proliferation across contracts.
Assign clear signatory authority and approvals
Document delegated signing authority with position, approval limits, and evidence such as board resolutions. Require procurement or legal countersignature for high-value or long-term agreements to ensure enforceability and demonstrate organizational consent.
Define measurable SLA metrics and remedies
Use precise, quantifiable SLA metrics with measurement periods, allowable exceptions, reporting formats, and stepwise remedies such as service credits and remediation timelines. Avoid ambiguous phrases like 'reasonable efforts' when performance is critical to operations.
Maintain change control and amendment logs
Require written change orders signed by authorized personnel; record amendment dates, impacted SOWs, and any price adjustments. Make e-signature audit trails part of the amendment record to preserve attribution and avoid disputes about later revisions.

Real-World Examples of Standardizing Services Contracts

These case summaries illustrate practical improvements when organizations adopt standardized Global Services Agreements across teams and systems.

Optica Ventures — Brian Fitzgibbons

Optica implemented a standard Global Services Agreement to replace ad hoc contracts across its property management clients, reducing negotiation cycles and unifying billing.

  • Adopted a centralized SOW and e-signing process.
  • Brian Fitzgibbons, COO of Optica Ventures LLC, reported that the interface is simple and easy to use for both internal teams and external customers, enabling faster returns, clearer acceptance, and fewer follow-ups for incomplete paperwork.

Xerox — Kodi-Marie Evans

Xerox integrated contract templates and electronic workflows to route agreements automatically with NetSuite, reducing manual data entry and mismatches between contract terms and billing records.

  • Automatic data mapping to ERP reduced errors.
  • Kodi-Marie Evans, Director of NetSuite Operations at Xerox, said that integrating signing workflows with NetSuite allowed flexible signature formats and ensured signatures were associated with the correct records, improving auditability and operational speed.

FAQs: Execution, eSigning, and Compliance

Answers to common execution and compliance questions about Global Services Agreements, e-signing, notarization, and record retention in U.S. contexts.


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