Service agreement templates for ongoing retainer engagements and fixed-scope projects. Add merge fields, generate a completed Word document in seconds, and keep every version in one shared workspace.
Service Agreement (Retainer)
This Service Agreement (the "Agreement") is entered into on [Effective date] by and between [Service provider legal name], a [e.g. limited company] with its principal place of business at [Service provider address] (the "Service Provider"), and [Client legal name], a [e.g. limited company] with its principal place of business at [Client address] (the "Client"). The Service Provider and the Client are each a "Party" and together the "Parties".
Services
The Service Provider will provide the following services to the Client (the "Services"):
[What is provided, how often and to what standard — e.g. up to 40 hours a month of IT support by email and phone on business days, with a four-hour response time]
The Services will be performed with reasonable skill and care, in line with applicable industry standards. Any material change to the scope of the Services must be agreed in writing by both Parties before it takes effect.
Term and Renewal
This Agreement commences on [Start date] and continues until terminated in accordance with the Termination clause. It renews automatically for successive [] periods unless either Party gives written notice of termination.
Fees and Payment
Retainer fee
The Client will pay the Service Provider a retainer fee of [Currency and amount — e.g. EUR 5,000] per [] (the "Retainer Fee") for the Services.
Invoicing
The Service Provider will invoice the Retainer Fee []. Invoices are payable within [Days — e.g. 30] days of the invoice date.
Expenses
The Client will reimburse the Service Provider for expenses incurred in performing the Services that the Client has approved in advance, on presentation of receipts.
Late payment
Amounts unpaid by the due date accrue interest at [Percent per month — e.g. 1.5]% per month on the outstanding balance until paid in full.
Independent Contractor
The Service Provider is an independent contractor and not an employee, partner or agent of the Client. The Service Provider is solely responsible for all taxes, insurance and statutory obligations arising from the engagement. Nothing in this Agreement creates an employment relationship between the Parties.
Intellectual Property
Work product
All deliverables, work product and materials created by the Service Provider specifically for the Client under this Agreement (the "Work Product") become the property of the Client on full payment of the fees relating to them.
Background IP
The Service Provider retains ownership of its pre-existing tools, methodologies, frameworks and other intellectual property developed independently of this Agreement (the "Background IP"), and grants the Client a non-exclusive, perpetual licence to use any Background IP incorporated in the Work Product to the extent needed to benefit from it.
Confidentiality
Each Party will keep confidential any non-public, proprietary or commercially sensitive information disclosed by the other Party in connection with this Agreement and use it solely to perform or receive the Services. This obligation survives termination of the Agreement.
Liability
Exclusion of consequential loss
Neither Party is liable to the other for any indirect, incidental, consequential or punitive loss arising out of or in connection with this Agreement.
Liability cap
The Service Provider's total liability under this Agreement will not exceed the total fees paid by the Client in the [Months — e.g. 12] months immediately before the event giving rise to the claim. Nothing in this Agreement limits liability that cannot be limited by law.
Termination
Termination for convenience
Either Party may terminate this Agreement for convenience on [Days of notice — e.g. 30] days' written notice to the other.
Termination for breach
Either Party may terminate this Agreement immediately by written notice if the other Party commits a material breach and fails to remedy it within [Days to remedy a breach — e.g. 14] days of written notice of the breach.
Effect of termination
On termination, the Client will pay for all Services performed up to the termination date, and any fees prepaid for Services not yet performed will be refunded pro rata.
Governing Law
This Agreement is governed by the laws of [Jurisdiction — e.g. England and Wales].
Entire Agreement
This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior discussions, proposals and representations. Any amendment must be in writing and signed by both Parties.
| [[Service Provider Name]] | [[Client Name]] |
| Signature: ___________________________ | Signature: ___________________________ |
| Name: [Signatory name] | Name: [Signatory name] |
| Title: [Signatory job title] | Title: [Signatory job title] |
| Date: ________________________________ | Date: ________________________________ |
This Service Agreement (the "Agreement") is entered into on Effective date by and between Service provider legal name, a e.g. limited company with its principal place of business at Service provider address (the "Service Provider"), and Client legal name, a e.g. limited company with its principal place of business at Client address (the "Client"). The Service Provider and the Client are each a "Party" and together the "Parties".
The Service Provider will provide the following services to the Client (the "Services"):
What is provided, how often and to what standard — e.g. up to 40 hours a month of IT support by email and phone on business days, with a four-hour response time
The Services will be performed with reasonable skill and care, in line with applicable industry standards. Any material change to the scope of the Services must be agreed in writing by both Parties before it takes effect.
This Agreement commences on Start date and continues until terminated in accordance with the Termination clause. It renews automatically for successive Select periods unless either Party gives written notice of termination.
The Client will pay the Service Provider a retainer fee of Currency and amount — e.g. EUR 5,000 per Select (the "Retainer Fee") for the Services.
The Service Provider will invoice the Retainer Fee Select. Invoices are payable within Days — e.g. 30 days of the invoice date.
The Client will reimburse the Service Provider for expenses incurred in performing the Services that the Client has approved in advance, on presentation of receipts.
Amounts unpaid by the due date accrue interest at Percent per month — e.g. 1.5% per month on the outstanding balance until paid in full.
The Service Provider is an independent contractor and not an employee, partner or agent of the Client. The Service Provider is solely responsible for all taxes, insurance and statutory obligations arising from the engagement. Nothing in this Agreement creates an employment relationship between the Parties.
All deliverables, work product and materials created by the Service Provider specifically for the Client under this Agreement (the "Work Product") become the property of the Client on full payment of the fees relating to them.
The Service Provider retains ownership of its pre-existing tools, methodologies, frameworks and other intellectual property developed independently of this Agreement (the "Background IP"), and grants the Client a non-exclusive, perpetual licence to use any Background IP incorporated in the Work Product to the extent needed to benefit from it.
Each Party will keep confidential any non-public, proprietary or commercially sensitive information disclosed by the other Party in connection with this Agreement and use it solely to perform or receive the Services. This obligation survives termination of the Agreement.
Neither Party is liable to the other for any indirect, incidental, consequential or punitive loss arising out of or in connection with this Agreement.
The Service Provider's total liability under this Agreement will not exceed the total fees paid by the Client in the Months — e.g. 12 months immediately before the event giving rise to the claim. Nothing in this Agreement limits liability that cannot be limited by law.
Either Party may terminate this Agreement for convenience on Days of notice — e.g. 30 days' written notice to the other.
Either Party may terminate this Agreement immediately by written notice if the other Party commits a material breach and fails to remedy it within Days to remedy a breach — e.g. 14 days of written notice of the breach.
On termination, the Client will pay for all Services performed up to the termination date, and any fees prepaid for Services not yet performed will be refunded pro rata.
This Agreement is governed by the laws of Jurisdiction — e.g. England and Wales.
This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior discussions, proposals and representations. Any amendment must be in writing and signed by both Parties.
| =[Service Provider Name] | =[Client Name] |
| Signature: ___________________________ | Signature: ___________________________ |
| Name: Signatory name | Name: Signatory name |
| Title: Signatory job title | Title: Signatory job title |
| Date: ________________________________ | Date: ________________________________ |
Service Agreement (Project)
This Service Agreement (the "Agreement") is entered into on [Effective date] by and between [Service provider legal name], a [e.g. limited company] with its principal place of business at [Service provider address] (the "Service Provider"), and [Client legal name], a [e.g. limited company] with its principal place of business at [Client address] (the "Client"). The Service Provider and the Client are each a "Party" and together the "Parties".
Project and Scope of Work
Services
The Service Provider will perform the following services for the Client (the "Services"):
[What the project is and what the work covers]
Deliverables
The Service Provider will deliver the following (the "Deliverables"):
[One deliverable per line, with its format — e.g. Brand guidelines document (PDF)]
Variations
Any work outside the scope described above is a variation. Variations must be agreed in writing, including any change to the fee or timeline, before the additional work starts.
Timeline
Work starts on [Start date] and is expected to be completed by [Expected completion date] (the "Completion Date"), subject to the Client providing feedback, approvals and materials when they are needed. The Service Provider will notify the Client promptly of anything likely to affect the Completion Date.
Fees and Payment
Project fee
The total fixed fee for the Services is [Currency and amount — e.g. EUR 12,000] (the "Project Fee").
Payment schedule
The Project Fee is payable as follows:
- [Percent due on signing — e.g. 30]% on signature of this Agreement;
- [Percent due at the milestone — e.g. 40]% on [The milestone — e.g. approval of the final design]; and
- the balance on [The completion event — e.g. delivery of the final Deliverables].
Invoicing
Invoices are payable within [Days — e.g. 30] days of the invoice date. Amounts unpaid by the due date accrue interest at [Percent per month — e.g. 1.5]% per month on the outstanding balance.
Client Responsibilities
The Client will provide the information, access, materials and approvals the Service Provider needs to perform the Services. Where the Client's delay in providing them affects the timeline, the Completion Date moves accordingly and any resulting additional cost is borne by the Client.
Independent Contractor
The Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership or agency relationship between the Parties. The Service Provider is solely responsible for its own taxes, insurance and statutory obligations.
Intellectual Property
Deliverables
On receipt of the Project Fee in full, the Service Provider assigns to the Client all rights, title and interest in the Deliverables created specifically for this project.
Background IP
The Service Provider retains all rights in its pre-existing tools, templates and methodologies (the "Background IP"), and grants the Client a non-exclusive, perpetual licence to use any Background IP incorporated in the Deliverables.
Confidentiality
Each Party will keep confidential all non-public information received from the other Party in connection with this Agreement and use it solely for the purposes of the engagement. This obligation survives completion or termination of the Agreement.
Termination
Termination for convenience
The Client may terminate this Agreement for convenience on [Days of notice — e.g. 14] days' written notice, and will pay the Service Provider for all work completed up to the termination date. The deposit is non-refundable once work has started.
Termination for breach
Either Party may terminate this Agreement immediately by written notice if the other Party commits a material breach and fails to remedy it within [Days to remedy a breach — e.g. 14] days of written notice.
Liability
The Service Provider's total liability under this Agreement will not exceed the Project Fee. Neither Party is liable to the other for indirect, consequential or punitive loss. Nothing in this Agreement limits liability that cannot be limited by law.
Governing Law
This Agreement is governed by the laws of [Jurisdiction — e.g. England and Wales].
Entire Agreement
This Agreement, together with any scope document attached to it, is the entire agreement between the Parties on its subject matter. Any amendment must be in writing and signed by both Parties.
| [[Service Provider Name]] | [[Client Name]] |
| Signature: ___________________________ | Signature: ___________________________ |
| Name: [Signatory name] | Name: [Signatory name] |
| Title: [Signatory job title] | Title: [Signatory job title] |
| Date: ________________________________ | Date: ________________________________ |
This Service Agreement (the "Agreement") is entered into on Effective date by and between Service provider legal name, a e.g. limited company with its principal place of business at Service provider address (the "Service Provider"), and Client legal name, a e.g. limited company with its principal place of business at Client address (the "Client"). The Service Provider and the Client are each a "Party" and together the "Parties".
The Service Provider will perform the following services for the Client (the "Services"):
What the project is and what the work covers
The Service Provider will deliver the following (the "Deliverables"):
One deliverable per line, with its format — e.g. Brand guidelines document (PDF)
Any work outside the scope described above is a variation. Variations must be agreed in writing, including any change to the fee or timeline, before the additional work starts.
Work starts on Start date and is expected to be completed by Expected completion date (the "Completion Date"), subject to the Client providing feedback, approvals and materials when they are needed. The Service Provider will notify the Client promptly of anything likely to affect the Completion Date.
The total fixed fee for the Services is Currency and amount — e.g. EUR 12,000 (the "Project Fee").
The Project Fee is payable as follows:
- Percent due on signing — e.g. 30% on signature of this Agreement;
- Percent due at the milestone — e.g. 40% on The milestone — e.g. approval of the final design; and
- the balance on The completion event — e.g. delivery of the final Deliverables.
Invoices are payable within Days — e.g. 30 days of the invoice date. Amounts unpaid by the due date accrue interest at Percent per month — e.g. 1.5% per month on the outstanding balance.
The Client will provide the information, access, materials and approvals the Service Provider needs to perform the Services. Where the Client's delay in providing them affects the timeline, the Completion Date moves accordingly and any resulting additional cost is borne by the Client.
The Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership or agency relationship between the Parties. The Service Provider is solely responsible for its own taxes, insurance and statutory obligations.
On receipt of the Project Fee in full, the Service Provider assigns to the Client all rights, title and interest in the Deliverables created specifically for this project.
The Service Provider retains all rights in its pre-existing tools, templates and methodologies (the "Background IP"), and grants the Client a non-exclusive, perpetual licence to use any Background IP incorporated in the Deliverables.
Each Party will keep confidential all non-public information received from the other Party in connection with this Agreement and use it solely for the purposes of the engagement. This obligation survives completion or termination of the Agreement.
The Client may terminate this Agreement for convenience on Days of notice — e.g. 14 days' written notice, and will pay the Service Provider for all work completed up to the termination date. The deposit is non-refundable once work has started.
Either Party may terminate this Agreement immediately by written notice if the other Party commits a material breach and fails to remedy it within Days to remedy a breach — e.g. 14 days of written notice.
The Service Provider's total liability under this Agreement will not exceed the Project Fee. Neither Party is liable to the other for indirect, consequential or punitive loss. Nothing in this Agreement limits liability that cannot be limited by law.
This Agreement is governed by the laws of Jurisdiction — e.g. England and Wales.
This Agreement, together with any scope document attached to it, is the entire agreement between the Parties on its subject matter. Any amendment must be in writing and signed by both Parties.
| =[Service Provider Name] | =[Client Name] |
| Signature: ___________________________ | Signature: ___________________________ |
| Name: Signatory name | Name: Signatory name |
| Title: Signatory job title | Title: Signatory job title |
| Date: ________________________________ | Date: ________________________________ |
These templates are a starting point. Have a legal professional review any agreement before signing.
What's included
Each template auto-populates the following fields when used in WordFields:
- Effective date and start date, or start and expected completion dates
- Service provider and client names, entity types, and addresses
- Description of services and deliverables
- Retainer fee, period and invoicing, or project fee and payment schedule, with payment terms and late payment rate
- Renewal period, or the milestone and completion event the payments are tied to
- Liability cap, notice period and cure period
- Governing law
- Signatory names and titles for each party
When to use
Retainer Service Agreement: Use the retainer template when you are entering into an ongoing service relationship where the provider delivers work continuously — a marketing agency on a monthly retainer, an IT support provider, a bookkeeping firm, a compliance consultant who reviews documents each quarter. The defining characteristic is that the engagement continues and auto-renews until one party gives notice; the fee is periodic rather than tied to a single deliverable. This structure requires careful attention to the termination and notice clauses, since either party needs a clear and workable exit path. For teams that renew these agreements annually, pairing this template with a contract renewal notice in WordFields creates a consistent renewal workflow. If the retainer relationship later needs to be wound down, the contract termination letter handles that formally.
Project-Based Service Agreement: Use the project template when the engagement has a defined scope, a set of specific deliverables, and a planned end date — a website build, a strategic review, a one-off training programme, an implementation project. Payment here is tied to milestones or project completion rather than time periods, which makes the deposit and milestone structure in clause 3.2 the most operationally important section to complete carefully. Teams that use a sales proposal or statement of work earlier in the sales process will find this template the natural next step once the client has agreed to proceed. Where the client will have access to sensitive internal information during the project, issuing a non-disclosure agreement alongside this template before work begins is standard practice.
Frequently asked questions
What is the difference between a service agreement and a contract?
A service agreement is a type of contract — specifically one that governs the provision of services between a service provider and a client. The terms are used interchangeably in practice. 'Service agreement' tends to be used for professional, consulting, or ongoing service relationships, while 'contract' is a broader term covering any binding arrangement. Both require offer, acceptance, and consideration to be enforceable.
What should be included in a service agreement?
A service agreement should identify both parties, describe the services in detail, set out payment terms and amounts, specify the start date and duration, define what constitutes a breach and how the agreement can be terminated, address intellectual property ownership where relevant, include confidentiality obligations, and state the governing law. The scope of services section is the most critical — vague descriptions are the most common source of disputes.
What is the difference between a project-based and a retainer service agreement?
A project-based service agreement governs a specific, time-limited engagement with defined deliverables and an end date — the agreement concludes when the work is done. A retainer agreement covers an ongoing service relationship, typically with a recurring monthly or annual fee, and continues until either party terminates it with appropriate notice. Each structure requires different payment, renewal, and termination clauses.
Does a service agreement need to be signed by both parties?
Yes. For a service agreement to be enforceable as a contract, it must be signed by authorised representatives of both the service provider and the client. The order of signing does not typically matter, but both signatures should be obtained before any work begins. Commencing services before the agreement is signed removes the legal protection the document is designed to provide.
Should a service agreement include a confidentiality clause?
A short confidentiality clause is appropriate in most service agreements, particularly where the service provider will have access to client data, pricing, internal processes, or commercially sensitive information. For engagements where confidentiality obligations are substantial or mutual, a separate non-disclosure agreement signed alongside the service agreement provides stronger and more focused protection.
What happens if the scope of work changes after the service agreement is signed?
Changes to scope after signing should be handled through a written amendment or change order, signed by both parties. The service agreement itself should include a clause requiring that any variation to scope, fees, or timeline be agreed in writing — this prevents informal 'scope creep' from becoming a source of payment disputes. Both parties should agree on the revised terms before additional work begins.
How does WordFields help teams issue service agreements consistently?
WordFields stores your service agreement template in a shared workspace so every team member works from the same approved version. Open the template, fill in the form — client name, services description, fees, start date, payment terms — and download a completed Word document with all formatting preserved. No editing the source file, no version confusion, no reformatting from scratch for every new client.
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