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Joint Services Agreement

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JOINT SERVICES AGREEMENT

This Joint Services Agreement (the Agreement) is entered into as of by and between Party A Name: , an entity organized as , with principal place of business at (\"Party A\") and Party B Name: , an entity organized as , with principal place of business at (\"Party B\"). Party A and Party B are each a \"Party\" and collectively the \"Parties\".

RECITALS

WHEREAS, Party A possesses expertise, resources, and client relationships relevant to the delivery of the Services described herein; and

WHEREAS, Party B possesses complementary technical capabilities and personnel necessary to perform certain components of such Services; and

WHEREAS, the Parties desire to collaborate and jointly provide specified services on the terms and conditions set forth in this Agreement.

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

1. DEFINITIONS

1.1 \"Agreement\" means this Joint Services Agreement and all schedules and exhibits hereto. \"Services\" means the work to be performed as described in Section 2. \"Confidential Information\" means non-public, proprietary or confidential information disclosed by one Party to the other in connection with this Agreement.

2. SCOPE OF SERVICES

2.1 Each Party shall perform the tasks and responsibilities allocated to it as set forth below. The Parties shall cooperate in good faith to coordinate schedules, deliverables, and personnel necessary to perform the Services.

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the Effective Date and continues until unless earlier terminated as provided below.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. COMPENSATION AND PAYMENT

4.1 Fees. Party B (or as otherwise designated) shall invoice Party A for Services performed in accordance with the fee schedule set forth below. Payment shall be due within the number of days specified in Section 4.2 following receipt of a proper invoice.

4.2 Expenses. Unless otherwise agreed in writing, each Party shall bear its own overhead and personnel costs. Out-of-pocket expenses reimbursable by the other Party shall be preapproved in writing.

5. CONFIDENTIALITY

5.1 Each Party agrees to hold Confidential Information of the other Party in strict confidence and to use such Confidential Information only to perform its obligations under this Agreement. Confidential Information shall not include information that is or becomes publicly known through no breach by the receiving Party, was known to the receiving Party prior to disclosure, or is independently developed.

5.2 The obligations set forth in this Section shall survive termination of this Agreement for a period of three (3) years.

6. INTELLECTUAL PROPERTY

6.1 Background Intellectual Property. Each Party retains all right, title and interest in and to its Background Intellectual Property. Nothing in this Agreement transfers ownership of a Party's Background Intellectual Property.

6.2 Deliverables and Joint Works. Unless otherwise agreed in writing, intellectual property rights in work product specifically developed and paid for under this Agreement shall be owned as follows:

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations hereunder, that the execution and performance of this Agreement do not and will not violate any other agreement, and that it will perform the Services in a professional and workmanlike manner consistent with industry standards.

8. INDEMNIFICATION

8.1 Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) the Indemnifying Party's breach of this Agreement, (b) negligence or willful misconduct of the Indemnifying Party, or (c) claims that the Indemnifying Party's Background Intellectual Property infringes a third party right.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

10.1 Each Party shall maintain insurance coverage customary for similar services, including commercial general liability and professional liability insurance, in such amounts as are reasonable under the circumstances and sufficient to cover its obligations under this Agreement.

11. COMPLIANCE WITH LAWS

11.1 Each Party shall comply with all applicable laws, statutes, regulations and ordinances in performing its obligations under this Agreement and shall obtain all licenses and permits required to perform the Services.

12. NOTICES

12.1 All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed as follows (or to such other address as may be specified by a Party in writing):

13. AMENDMENTS; WAIVER

13.1 No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

14. GOVERNING LAW

14.1 This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

15. ENTIRE AGREEMENT

15.1 This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

16. SEVERABILITY

16.1 If any provision of this Agreement is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the original intent of the Parties to the fullest extent permitted by law.

17. COUNTERPARTS

17.1 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 effective to bind the Parties.

Party A Printed Name:

By:

Date:

Party B Printed Name:

By:

Date:

Enter text✕

What a Joint Services Agreement Is and when parties use it

A Joint Services Agreement is a written contract in which two or more parties agree to share delivery, management, or performance of services for a common client or project. It defines roles, responsibilities, cost allocation, deliverables, timelines, intellectual property, termination rights, and risk allocation. Typical uses include pooled service delivery, subcontractor partnerships, shared procurement, or multi‑vendor project execution. Because obligations often span jurisdictions and agencies, the agreement should identify governing law, signatory authority, insurance requirements, and dispute resolution procedures to reduce operational friction and legal uncertainty.

Why a clear Joint Services Agreement matters

A well‑drafted agreement clarifies responsibilities, prevents duplicated work, allocates costs and liabilities, and sets measurable deliverables. It reduces disputes, supports invoicing and audits, and provides a governance path for changes or termination.

Why a clear Joint Services Agreement matters

Typical parties and roles that complete a Joint Services Agreement

Organizations that jointly deliver services or share resources use this agreement to document responsibilities and commercial terms.

  • Prime contractors managing overall delivery and billing for a shared client relationship.
  • Subcontractors or specialist vendors supplying services under a pooled scope and shared schedule.
  • Consortium members or joint venture partners splitting costs, revenue, and liability according to an agreed formula.

The agreement is also used by prime contractors, subcontractors, consortium members, and joint venture partners to confirm operational and legal expectations.

Who signs and who executes the agreement

Authorized Signatory

A corporate officer or an individual with delegated signing authority signs the agreement on behalf of an entity. Confirm board resolutions or internal delegation documents where required and verify signatory authority before execution to avoid challenges to enforceability.

Project Manager

A designated operational contact manages day‑to‑day performance, change orders, and deliverable acceptance. Include name, title, contact details, and escalation steps to streamline administration and dispute avoidance.

Essential provisions to include in a professional Joint Services Agreement

A robust agreement balances commercial terms with operational detail so parties can perform, bill, and audit work without recurring disputes.

Scope

Describe specific services, deliverables, milestones, and excluded work. Use measurable acceptance criteria to avoid scope creep and to support invoicing and performance reviews.

Payment

Detail cost allocation, invoicing schedule, expense reimbursement, retainers, late payment terms, and any pass‑through charges or tax responsibilities.

Liability

Allocate indemnities, liability caps, insurance requirements, and treatment of third‑party claims to clarify financial exposure between partners.

Governance

Establish steering committees, change order procedures, reporting cadence, dispute escalation, and termination triggers to manage multi‑party interactions.

IP and Data

Specify ownership or license of deliverables, background IP, joint IP, and data handling obligations including confidentiality and permitted uses.

Compliance

Include regulatory commitments, privacy and security controls, health data protections where applicable, and a statement of governing law and jurisdiction.

How to complete the Joint Services Agreement step by step

Follow a consistent sequence to assemble, review, and execute the agreement to reduce omissions and approval delays.

  • 01
    Prepare draft: Collect scope, rates, and insurance details.
  • 02
    Internal review: Legal and finance review for risk and billing terms.
  • 03
    Negotiate: Resolve scope, payment, and liability items.
  • 04
    Execute: Obtain authorized signatures and distribute fully executed copies.

Typical digital workflow settings for online completion

Configure fields and authentication before sending to ensure a streamlined electronic execution process.

Field Configuration
Signer Order Set sequential or parallel signing order per party roles
Authentication Choose email link, SMS code, or advanced ID verification
Required Fields Mark party names, dates, and signature blocks as mandatory
Audit Trail Enable detailed logging of IP, timestamp, and actions

Digital signing and integration considerations

Confirm export formats, audit trail, and retention features to meet internal policies and regulatory obligations.

  • Supported Formats: PDF and DOCX are standard for contract exchanges
  • Integrations: CRM and document storage integrations reduce manual steps
  • Authentication: Use multi‑factor for higher‑risk agreements

Typical online execution flow for a Joint Services Agreement

Electronic signing follows a predictable sequence; align each step to internal approvals and recordkeeping needs.

  • Upload document: Import final draft as PDF or DOCX
  • Place fields: Add signature, date, and role fields
  • Invite signers: Send email links or generate signing links
  • Complete signing: Platform records audit trail and issues copies

Common timelines and response expectations

Set clear deadlines for review, signature, and post‑execution obligations to avoid project delays.

Review window:

7–14 calendar days is typical for internal review

Signature period:

14–30 days for external partner signature

Invoice cycle:

Monthly or milestone invoicing tied to acceptance

Notice periods:

Contract termination often requires 30–90 days notice

Record requests:

Allow 10–30 days to produce supporting docs

Common preparation mistakes to avoid

  • Vague scope language that leaves deliverables and acceptance criteria unspecified, causing billing disputes and rework.
  • Missing delegated authority documentation for signers, which can render execution contestable or delay counterparty approval.
  • Failure to allocate indemnity and insurance responsibilities clearly, exposing parties to unexpected loss allocation.
  • Not addressing data handling and security requirements up front, especially when regulated personal data is exchanged.

Key legal and financial risks of an incomplete or incorrect agreement

Contract Voidance: Ambiguous terms may void enforceability
Tax Exposure: Incorrect cost allocation triggers audits
Regulatory Risk: Noncompliance with HIPAA or sector rules
Late Payment: Interest and collection costs
Liability Shift: Uncapped indemnities increase exposure
Termination Costs: Early exit expenses may apply

Illustrative scenarios using a Joint Services Agreement

These examples show how parties use joint agreements to allocate responsibilities, billing, and risk in real projects.

Case Study 1

A regional IT systems integrator and a local managed service provider formed a joint delivery team to support a hospital network, sharing support windows and escalation procedures.

  • They split subscription revenue 60/40 and agreed service levels.
  • The result was a single point of contact for the client, a clear invoice cadence, and a documented escalation path that reduced response disputes and preserved compliance with health data requirements.

Case Study 2

Two engineering firms created a consortium to bid on a municipal infrastructure project, defining design roles, construction oversight responsibilities, and a cost sharing formula.

  • The agreement specified indemnities and insurance layers.
  • By attaching a project schedule and change order procedure, partners avoided scope disputes, streamlined monthly billing reconciliations, and ensured a coordinated approach to claims and client reporting.

Pricing snapshot for common eSignature platforms used to execute agreements

Select an eSignature provider based on price, compliance needs, and volume; signNow is listed first per comparative format.

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 Yes Yes Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about executing a Joint Services Agreement

Practical answers to common legal, execution, and recordkeeping questions for parties preparing and signing a Joint Services Agreement.


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