Service Agreement
Client and vendor service agreements that get you paid — scope, milestones, IP and liability locked down.
- Scope That Stops Scope-Creep
- Payment Protection
- IP on Your Terms
What is Service Agreement?
Every services engagement — agency retainers, development projects, maintenance contracts — lives or dies on its agreement. Vague scope invites endless revisions; missing payment terms invite delayed invoices; silent IP clauses leave ownership of deliverables in dispute.
Taxwapsi's lawyers draft service agreements that protect the provider and reassure the client: precise scope and deliverables with change-request mechanics, milestone-linked payments with late-payment interest, IP ownership on full payment, confidentiality, limitation of liability and indemnity caps, SLAs where relevant, and clean termination with kill-fee provisions.
Whether you are the service provider or the client, we draft from your side of the table — and review the other side's paper with a clear redline when they send theirs.
Expert Pro Tip
Tie IP transfer to full payment ("IP assigns on receipt of final payment") — it is the single most effective collection lever a service provider has, and completely standard, so clients rarely push back.
Choose Your Package
Transparent pricing — professional fee shown, government fees extra where noted.
Starter
Single service agreement.
All Inclusive
Get StartedWhat you'll get
- Lawyer-drafted agreement
- Scope & payment protection
- IP and liability clauses
- 2 rounds of revisions
- 3-day delivery
Standard
MSA + SOW template for repeat engagements.
All Inclusive
Get StartedWhat you'll get
- Everything in Starter
- MSA + reusable SOW template
- Change-request mechanism
- Counterparty redline review (1)
- Lawyer consultation (30 min)
Pro
Full client-paper stack for agencies.
All Inclusive
Get StartedWhat you'll get
- Everything in Standard
- Proposal-to-contract templates
- NDA + consultant sub-contractor agreement
- SLA schedule for support contracts
- Payment-default notice template
- Dedicated lawyer support
* Timelines depend on government processing. T&C apply.
Benefits of Service Agreement
Scope That Stops Scope-Creep
Deliverables, assumptions and exclusions defined, with paid change-request mechanics for everything extra.
Payment Protection
Milestones, advance percentages, late-payment interest and suspension rights that keep cash flowing.
IP on Your Terms
Ownership transfers on full payment; your pre-existing tools and frameworks stay yours.
Liability Capped
Limitation of liability and indemnity clauses so one project cannot sink the company.
Clean Exits
Termination for convenience/cause, notice, kill fees and handover obligations defined.
Works Both Ways
Drafted from provider or client perspective — plus redline review of counterparty drafts.
How It Works — Step by Step
- 1
Engagement ReviewDay 1
Your service model, pricing, deliverables and pain points from past projects.
- 2
Agreement DraftingDay 2
Master agreement (and SOW template if useful) drafted to your engagement model.
- 3
Review & RevisionsDay 3
Your review; revisions incorporated (2 rounds included).
- 4
Execution GuidanceDay 4
Stamping, e-sign and SOW workflow guidance for repeat use.
Documents Required
Prepare your documents in the order below — start with Document 1 and move down the list.
Parties & Engagement
- 1
Party DetailsRequired
Legal names and addresses of provider and client.
- 2
Service DescriptionRequired
What you deliver — development, marketing, consulting, maintenance.
Commercial Terms
- 3
Pricing & Payment ModelRequired
Fixed/retainer/T&M, milestones, advance and credit period.
- 4
Timeline & SLAsIf applicable
Delivery schedule and service levels if applicable.
- 5
Past Dispute PointsIf applicable
What has gone wrong before — we draft against it.
Frequently Asked Questions
Service agreement vs MSA + SOW — what is the difference?
A single service agreement covers one engagement end to end. For repeat clients, a Master Service Agreement holds the legal terms once, and short Statements of Work cover each project's scope and price. Agencies and dev shops should almost always use MSA + SOW — we set up both.
Who owns the IP in deliverables?
Whatever the contract says — which is why silence is dangerous. Standard market position: client owns final deliverables upon full payment; provider retains pre-existing IP, tools and generic know-how with a licence to the client where embedded. We draft to your preference and negotiating position.
How do I protect against non-payment?
Advance payment (20–50%), milestone billing, late-payment interest (18-24% is common), suspension-of-work rights after defined delay, IP withheld until full payment, and a clear governing law/jurisdiction clause. MSMEs also get statutory 45-day payment protection — we layer that in.
What is a limitation of liability clause and do I need it?
It caps your total exposure (typically at fees paid in the last 3–12 months) and excludes indirect/consequential damages. Without it, a ₹2 lakh project can theoretically expose you to unlimited claims. Essential for every service provider.
Can the client terminate anytime?
Only if the contract allows. We structure termination-for-convenience with adequate notice plus a kill fee covering work-in-progress and committed costs — and immediate termination only for genuine cause with cure periods.
Are SLAs necessary?
For ongoing services (maintenance, support, hosting-adjacent work) — yes: response/resolution times, uptime, service credits. For project delivery, milestone dates with agreed assumptions usually serve better than SLAs. We advise per engagement type.
What about client data and confidentiality?
Mutual confidentiality plus data-handling obligations (especially with the DPDP Act in force) are built in: purpose limitation, security standards, breach notification and return/deletion on exit.
The client sent their own agreement. Can you review it?
Yes — counterparty paper review with a practical redline (what to push back on, what is market-standard) is included in our Standard and Pro packages, and available standalone.
What Our Clients Say
4.6/5(2,000+ reviews)Our trademark got objected and we were clueless. Their IP attorney drafted a brilliant reply — mark accepted and published within months.
My freelancer agreement now has milestone payments and IP-on-full-payment. A client who used to delay invoices paid in 4 days this time.
My Pvt Ltd was registered in 12 days flat. Every step explained, pricing exactly as quoted, and the post-incorporation kit covered everything. Highly recommended.
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