Establishing secure connection…Loading editor…Preparing document…

Ongoing Service Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

ONGOING SERVICE AGREEMENT

This Ongoing Service Agreement ("Agreement") is made and entered into as of Effective Date: , by and between Service Provider: and Client: .

RECITALS

WHEREAS, Service Provider is duly qualified and experienced in providing the services described in this Agreement and represents that it has the personnel, skills and resources to perform such services in a professional manner; and

WHEREAS, Client desires to retain Service Provider to perform ongoing services on the terms and conditions set forth herein, and Service Provider is willing to provide such services; and

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

1. PARTIES' CONTACT INFORMATION

2. SCOPE OF WORK

Service Provider shall provide ongoing services to Client as described below. Services shall be performed in a professional manner consistent with industry standards. Any change to the scope shall be documented in a written change order signed by both parties.

3. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services rendered under this Agreement. Fees are exclusive of taxes unless otherwise stated.

4. TERM AND TERMINATION

This Agreement shall commence on Start Date: .

The initial term will continue until End Date: , unless earlier terminated in accordance with this Agreement.

Alternatively, parties may elect that the Agreement continue on an ongoing month-to-month basis after the initial term: Auto-renew monthly until terminated.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breach is not cured within days after written notice of such breach.

5. CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as expressly permitted in this Agreement. "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, customer data, pricing, and trade secrets.

The Receiving Party shall: (a) use the Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to those employees, contractors, or affiliates with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect the confidentiality of such information. Confidential Information does not include information that: (i) is or becomes public without breach; (ii) was rightfully known prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed.

The obligations in this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue as required by applicable law.

6. INDEPENDENT CONTRACTOR; TAXES

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment, agency, partnership or joint venture relationship. Service Provider shall be solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of an employer or independent contractor.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct. In no event shall either party be liable for consequential, incidental, special, punitive or exemplary damages, except for liability arising from willful misconduct, gross negligence or breaches of confidentiality or intellectual property rights.

8. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of any pre-existing intellectual property and tools used in performing the services. Unless expressly assigned in writing, deliverables specifically created for Client pursuant to this Agreement shall be owned by Client upon full payment, subject to any license rights retained by Service Provider. The parties will negotiate and document any specific assignment or license in writing as necessary.

9. INSURANCE

Service Provider shall maintain commercially reasonable insurance coverage as required by industry standards, including general liability and, if applicable, professional liability insurance. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier to the addresses provided in Section 1 above or to such other address as a party may specify in writing.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising under or in connection with this Agreement shall be resolved in the state or federal courts located in that state, subject to the parties' right to seek injunctive relief in any court of competent jurisdiction.

12. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

13. SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

14. EXECUTION

Each party represents and warrants that it has the right, power and authority to enter into this Agreement and that the person signing on its behalf is authorized to do so.

Service Provider:

By:

Date:

Client:

By:

Date:

Enter text✕

What an Ongoing Service Agreement Is and when it applies

Ongoing Service Agreement is a written contract that defines continuing services provided by a vendor to a client over a set term. It typically specifies scope of services, payment schedule, renewal and termination terms, performance standards, service levels, reporting requirements, confidentiality, and allocation of responsibilities. The agreement clarifies invoicing, price adjustments, dispute resolution, and any attached statements of work or exhibits. For many industries it establishes a framework for recurring work, regulatory compliance obligations, and practical processes for amendments and service changes during the contract lifecycle.

Why using an Ongoing Service Agreement reduces risk and ambiguity

Ongoing Service Agreements reduce ambiguity about ongoing work by documenting responsibilities, payment terms, service levels, and change processes. They support operational continuity, help manage recurring billing, and provide a contractual basis for dispute resolution and regulatory compliance across multiple industries.

Why using an Ongoing Service Agreement reduces risk and ambiguity

Who typically prepares and uses an Ongoing Service Agreement

Typical users include procurement, operations, and legal teams responsible for managing recurring services, vendor performance, and contract administration.

  • Procurement teams handling vendor selection, contract negotiation, and monitoring of ongoing supplier obligations and pricing.
  • In-house legal counsel drafting terms, defining liability limits, and establishing dispute resolution and amendment processes.
  • Finance and accounts payable teams enforcing payment schedules, approvals, invoicing rules, and change order billing.

Finance, program managers, and vendor account teams also rely on these agreements to enforce billing, measure delivery, and coordinate renewals or amendments.

Essential sections a professional Ongoing Service Agreement should include

Core sections every professional Ongoing Service Agreement should include to manage expectations, payments, service levels, and contractual governance over recurring engagements.

Scope

Define precise services, deliverables, performance metrics, and excluded activities. Reference any statements of work or exhibits that control specific project tasks and timelines and acceptance criteria for each deliverable.

Term & Renewal

State initial term, renewal triggers or automatic renewal provisions, notice periods for nonrenewal, and conditions for early termination including cure periods and fees and post-termination transition assistance obligations.

Pricing

Specify fixed fees, recurring charges, rate escalators, invoicing frequency, accepted payment methods, and procedures for approving and documenting change orders, including required supporting documentation.

Service Levels

Define measurable service levels or SLAs, remedies for breaches, uptime or response time targets, reporting cadence, and escalation paths for unresolved performance issues with sample metrics and calculation methods.

Confidentiality

Include nondisclosure obligations, permitted disclosures, data handling requirements, security controls, any required privacy addenda, together with breach notification procedures and liability limits.

Liability & Indemnity

Allocate risk through caps on liability, indemnification clauses, insurance requirements, and exclusions for consequential damages; ensure clarity on intellectual property ownership and third-party claims handling.

Step-by-step: preparing and executing the agreement

Follow these sequential steps to complete and execute an Ongoing Service Agreement accurately and consistently.

  • 01
    Draft Scope: Describe services, deliverables, exclusions, and acceptance criteria.
  • 02
    Set Term: Enter start, end, renewal and termination terms.
  • 03
    Confirm Pricing: Specify fees, billing frequency, and rate adjustments.
  • 04
    Sign & Distribute: Collect signatures, date, and deliver executed copies to all parties.

How to configure an online signing workflow

Set up an online workflow to collect signatures, enforce required fields, and apply signer authentication for the Ongoing Service Agreement.

Field Configuration
Signature Type Electronic signature with audit trail required
Required Fields Make scope, term, and compensation mandatory
Authentication Use email link or SMS code; consider KBA for high risk
Notifications Enable signer and admin notifications on completion

Delivery options and technical requirements for eSubmission

Use multiple distribution channels and integrations when sharing the agreement to match organizational systems and recordkeeping needs.

  • File Formats: PDF, DOCX accepted; PDF/A for archiving
  • Integrations: Salesforce, Microsoft 365, NetSuite, Box, Google Workspace supported
  • Authentication: TLS 1.2/1.3, AES-256 at rest

Where to send the executed agreement and common routing patterns

Routing options and submission destinations for the executed Ongoing Service Agreement depend on organization procedures and regulatory needs.

  • Primary Recipient: Client contract administrator or procurement office
  • Accounting: Accounts payable for invoice processing and payment tracking
  • Legal: In-house counsel for review and retention policy
  • Vendor: Vendor receives countersigned copy and billing instructions

Key dates, notice windows, and processing expectations

Key dates and response times help avoid unintended renewals, billing disputes, and service interruptions by setting clear notice periods.

Invoice Due Date:

Specify net days, e.g., Net 30 from invoice date

Renewal Notice:

Contract requires 30–90 days notice before renewal

Termination Notice:

Specify cure periods and notice for breach termination

Dispute Response:

Acknowledge disputes within 5 business days; resolve per SLA

Service Reporting:

Monthly reports due within 10 business days of period end

Milestones from negotiation to closeout

Typical lifecycle milestones for an Ongoing Service Agreement from negotiation through post-termination activities with responsible parties and timing attached.

01

Negotiation

Finalize scope and pricing; obtain internal approvals

02

Execution

All parties sign; effective date recorded

03

Ongoing Delivery

Periodic performance reviews, reporting, and billing cycles

04

Closeout

Post-termination obligations, final invoices, and records retention

Required core information to include in the agreement

Parties: Full legal names and contact details
Effective Date: Enter effective date as MM/DD/YYYY
Scope: Detailed services, deliverables, exclusions
Term: Start, end, renewals, termination rights
Compensation: Fees, billing schedule, invoicing rules
Signature Blocks: Signer name, title, date, capacity

Common legal and financial risks to avoid

Late Termination: Early termination fees possible
Incorrect Billing: Disputed invoices and payment delays
Missing Signatures: Agreement may be unenforceable
HIPAA Exposure: Privacy breach fines apply
Ambiguous Scope: Cost overruns and disputes
Improper Authorization: Signatory lacked authority

Frequent preparation errors and their effects

  • Failing to define measurable deliverables or acceptance criteria leads to disputed work, delayed payments, and repeated scope changes.
  • Using vague renewal language or automatic rollovers without clear notice periods causes unintended renewals and cancellation disputes between parties.
  • Not verifying signer authority for corporate signatories creates enforceability risks and may require ratification or re-execution.
  • Ignoring industry-specific compliance such as HIPAA or professional licensing can trigger regulatory penalties and contract invalidation.

eSignature vendor pricing and capability comparison

Baseline pricing and common capability indicators for eSignature platforms. signNow is listed first to align vendor column ordering requirements.

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 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 Varies Varies

Practical examples of recurring agreements in use

Organizations use recurring agreements to centralize vendor relationships and accelerate renewals; two representative examples illustrate practical outcomes.

Optica Ventures — Brian Fitzgibbons

Optica standardized recurring client agreements to reduce turnaround time and centralize contract records across teams.

  • They moved signature and renewal workflows online to reduce manual processing.
  • Brian Fitzgibbons, COO: "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers." The change reduced paper handling and sped execution across client engagements.

Martin Properties — Tim Martin

A property management firm digitized lease-related services and maintenance contracts to support recurring billing and vendor coordination.

  • The firm enforced standardized renewal notices and automated invoicing.
  • Tim Martin, Founder: "I can process and execute all of these documents online with 100% compliance and built-in security." The automation improved response times and reduced administrative overhead.

Practical tips to prepare accurate, enforceable agreements

Practical, compliance-focused tips to complete an Ongoing Service Agreement accurately and reduce administrative friction across signing and retention processes.

Define detailed deliverables and acceptance criteria
Write measurable deliverables and acceptance steps for each deliverable. Clear acceptance criteria reduce disputes, limit scope creep, and enable objective performance measurement during periodic reviews.
Use clear renewal and termination mechanics
Specify exact notice windows, methods for serving notices, and any auto-renewal mechanics. Include cure periods for breaches and outline financial consequences for early termination.
Collect proof of signer authority
Require signer title, capacity, and evidence of authority when signing on behalf of an entity. For high-value agreements, attach a board resolution or signed power of attorney.
Preserve audit trails and production-ready copies
Store final signed PDF/A copies with full audit trails and metadata. Ensure retention policies satisfy IRS, HIPAA, and state rules and that records are exportable for audits.

FAQs and answers for common execution and compliance questions

Answers to common questions about enforceability, signing options, notarization, storage, and amendments for Ongoing Service Agreements.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users