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Standard Services Agreement

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Standard Services Agreement

Agreement made on the day of , 20 , between

, a corporation organized and existing under the laws of the

state of , with its principal office located at

, referred to herein as the Customer, and

, a corporation organized and existing under the laws of the

state of , with its principal office located at

, referred to herein as Service Provider.

Whereas, Customer wishes to be provided with the Services (defined below) by the Service Provider and the Service Provider agrees to provide the Services to the Customer on the terms and conditions of this Agreement.

I. Key Terms.

A. Services. Service Provider shall provide to Customer the services described in detail in Exhibit A attached hereto and made a part hereof and initialed by both Parties, hereinafter called the Services, in accordance with the terms and conditions of this Agreement.

B. Delivery of the Services.

1. Start Date. Service Provider shall commence the provision of the Services on .

2. Completion Date. Service Provider shall complete the Services on or before , hereinafter called the Completion Date.

C. Site. Service Provider shall provide the Services at ,

.

D. Price

1. As consideration for the provision of the Services by the Service Provider, the price for the provision of the Services is $ , hereinafter called the Price.

2. Customer pay for the out-of-pocket expenses of the Service Provider.

3. Payment. Customer agrees to pay the Price to the Service Provider on the following dates in the following amounts:

a. The sum of $ on or before

b. The sum of $ on or before ; and

c. The final payment on or before .

4. Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by the Service Provider to the Customer under this Agreement and such shall be payable by the Customer to the Service Provider in addition to all other charges payable hereunder.

II. Intellectual Property Rights. Service Provider agrees to grant to the Customer a non-exclusive, irrevocable, royalty free license to use, copy and modify any elements of the Material not specifically created for the Customer as part of the Services. In respect of the Material specifically created for the Customer as part of the Services, the Service Provider assigns the full title guarantee to the Customer and any all of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished. If any third party intellectual property rights are used in the Material the Service Provider shall ensure that it has secured all necessary consents and approvals to use such third party intellectual property rights for the Service Provider and the Customer. For the purposes of this Agreement, Material shall mean the materials, in whatever form, used by the Service Provider to provide the Services and the products, systems, programs or processes, in whatever form, produced by the Service Provider pursuant to this Agreement.

III. Warranty. Service Provider represents and warrants that:

A. It will perform the Services with reasonable care and skill; and

B. The Services and the Materials provided by the Service Provider to the Customer under this Agreement will not infringe or violate any intellectual property rights or other right of any third party.

IV. Limitation of Liability.

A. Subject to the Customer’s obligation to pay the Price to the Service Provider, either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price.

B. To the extent it is lawful to exclude the following heads of loss and subject to the Customer’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever.

C. Nothing in this Section IV will serve to limit or exclude either Party’s liability for death or personal injury arising from its own negligence.

V. Term and Termination.

A. This Agreement shall be effective on the date hereof and shall continue, unless terminated sooner as provided below, until the Completion Date.

B. Either Party may terminate this Agreement upon notice in writing if the other is in breach of any material obligation contained in this Agreement, which is not remedied (if the same is capable of being remedied) within 30 days of written notice from the other Party so to do.

C. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

VI. Relationship of the Parties. Service Provider is an independent contractor and is not an employee, servant, partner or joint venturer of Customer. Customer shall determine the services to be provided by Service Provider, but Service Provider shall determine the legal means by which it accomplishes the services in accordance with this Contract. Customer is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Service Provider is not entitled to receive the benefits which employees of Customer receive and is not entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to Customer. It is further understood that Service Provider is free to contract for similar services to be performed for other or organizations while under Contract with Customer.

VII. Confidentiality. Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.

VIII. Force Majeure. In the event of force majeure (as defined below), Service Provider may terminate this Agreement without liability to Customer. For purposes of the Agreement, force majeure shall be defined as circumstances or occurrences beyond Service Provider’s reasonable control, whether or not foreseeable at the time of signing the Agreement, in consequence of which Service Provider cannot reasonably be required to perform its obligations under this Agreement. Such circumstances or occurrences include, but are not limited to: acts of God, war, civil war, insurrection, fires, floods, labor disputes, epidemics, governmental regulations and/or similar acts.

IX. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

X. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

XI. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

XII. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

XIII. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

XIV. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

XV. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XVI. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

XVII. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

XVIII. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

XIX. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.

By:

By:

Attach Exhibit

Enter text✕

What the Standard Services Agreement Covers

A Standard Services Agreement is a written contract that defines a supplier-client relationship for recurring or project-based professional services. It typically identifies the parties, describes services and deliverables, sets payment terms, allocates risk and liability, states the term and termination conditions, and includes confidentiality, intellectual property, and dispute-resolution provisions. The document creates enforceable expectations about performance, timelines, acceptance criteria, change orders, and invoicing procedures so both parties can manage obligations throughout the engagement.

Why a Standard Services Agreement Matters

Using a clear Standard Services Agreement reduces misunderstandings, limits liability, and establishes how and when services are delivered and paid for. It provides a consistent baseline for vendor selection, contracting, and dispute prevention while enabling efficient approval and recordkeeping processes across teams.

Why a Standard Services Agreement Matters

Who Typically Uses This Agreement

Businesses and service providers use Standard Services Agreements to document recurring engagements, project work, or retainer arrangements and to set operational and financial expectations before work begins.

  • Small and midsize businesses managing external vendors and consultants with recurring or project-based work.
  • Procurement, legal, and finance teams standardizing terms across engagements to control risk and payments.
  • Freelancers and agencies using retainers or scope-based statements to protect IP and define deliverables.

The same template can be adapted across departments with targeted exhibits for scope, pricing, SLAs, or regulatory addenda.

Step-by-step: Complete a Standard Services Agreement

Follow these four core steps to create a complete, enforceable agreement.

  • 01
    Prepare: Collect party names, addresses, tax IDs, and project summary.
  • 02
    Define Scope: Describe services, deliverables, acceptance criteria, and milestones.
  • 03
    Set Terms: Specify payment, warranties, indemnities, term, and termination rules.
  • 04
    Sign: Obtain authorized signatures and date all signature lines.

Configure a Simple Digital Approval Workflow

Set up signer order, authentication, and storage to match your internal controls and audit requirements.

Field Configuration
Signer order Sequential or parallel routing per approval policy.
Authentication Email link, SMS code, or stronger ID verification.
Reminders Auto-reminders and escalation cadence.
Storage Designated folder or third-party storage integration.

Digital Delivery and Integration Considerations

Choose delivery and integration settings that reflect your security, access, and recordkeeping needs before sending for signature.

  • Integrations: Salesforce, NetSuite, Microsoft 365 supported
  • File formats: PDF, DOCX, HTML, Excel input/output
  • Authentication: Email, SMS, or advanced signer authentication

Ensure retention, audit-trail capture, and role-based access are configured so signed agreements remain complete, discoverable, and exportable for audits and legal review.

Core Online Signing Flow

The standard eSignature workflow follows predictable sender and signer actions to create an auditable record.

  • Upload: Sender uploads the agreement file to the signing platform.
  • Prepare: Place signature, initial, and data fields where required.
  • Send: Distribute via email or signing link with signer order.
  • Sign: Signer authenticates, reviews, and applies an electronic signature.

Key Contract Sections to Include

A professional Standard Services Agreement contains distinct clauses that allocate responsibilities and reduce ambiguity across the engagement lifecycle.

Scope

A detailed scope of work or exhibit that explains tasks, deliverables, acceptance criteria, and milestone dates so parties agree on what constitutes completed work and avoid disputes over obligations.

Compensation

Payment terms specifying fees, invoicing cadence, expenses, late-payment interest, and remedies for nonpayment to establish cash flow expectations and remedies in case of default.

Term & Termination

Start and end dates plus termination rights for convenience or breach, notice periods, and post-termination transition responsibilities to manage wind-down and outstanding obligations.

Confidentiality

Nondisclosure provisions and data-handling obligations that describe permitted use, return or destruction of confidential materials, and any required security controls.

Liability

Limitations of liability, indemnification clauses, insurance requirements, and carve-outs for willful misconduct to balance risk and potential financial exposure.

Dispute Resolution

Choice-of-law, forum selection, arbitration or mediation clauses, and escalation steps to define how and where disagreements will be resolved efficiently.

Security and Compliance Essentials

Encryption: TLS 1.2/1.3 in transit
Data at rest: AES-256 encryption
Certifications: SOC 2 Type II and ISO 27001
Regulatory: ESIGN and UETA compliance
Healthcare: HIPAA support with BAA
Accessibility: WCAG 2.0 Level AA

Common Risks and Consequences

Ambiguous scope: Disputes and unpaid invoices
Unauthorized signer: Contract unenforceability risk
Missing terms: Unclear liability allocation
Poor recordkeeping: Audit and compliance exposure
Late payments: Interest and collection costs
Regulatory gaps: Industry-specific fines or sanctions

Common Preparation Mistakes to Avoid

  • Using informal language or vague deliverables that leave acceptance criteria undefined and increase dispute risk during project completion.
  • Failing to confirm signer authority or corporate execution procedures, which may produce an agreement that is not legally binding against the organization.
  • Neglecting to include data-protection obligations or a HIPAA business associate addendum when handling protected health information.
  • Relying on verbal change orders without a documented amendment process, producing scope creep and unexpected costs for both parties.

eSignature Pricing and Feature Comparison

Compare basic pricing and key feature trade-offs for common eSignature providers; signNow is shown first as the platform column per table conventions.

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 (Business Premium) Yes Yes Yes Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA available) Varies by plan Varies by plan Varies Varies
Envelope Cap No envelope cap 100 envelopes/user/year Varies Varies Varies

Frequently Asked Questions

Answers to common questions about enforceability, eSigning, signatures, and post-signature handling for Standard Services Agreements.


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