Work
Bringing in a freelancer or agency?
Scope, milestones and payment — agreed before the work starts.
Service Agreement
An agreement for a freelancer, consultant or agency to do work for a client: the scope, the fee and how it is billed, the timeline, and who owns what is produced. The assignment clause is the load-bearing one — a contractor is not an employee, so they remain the first owner of what they create, and copyright reaches the client only through a written assignment naming the rights, the term and the territory (s. 19, Copyright Act 1957). Routing the borderline cases: an event vendor — photographer, caterer, decorator, planner — hired for a wedding or function is this agreement (Event Services preset); but where the deliverables are sponsored posts or content published on the provider's own channels for a brand, that is a brand collaboration — use the Creator Collaboration Agreement. Where the person works under the hirer's direction and control on a salary — fixed hours, exclusive service, employer-style supervision — that is employment, not a services engagement: use the Employment Agreement (a paid intern under supervision belongs there too, on its Internship preset).
What makes it hold
What this document contains
11 clauses every service agreement carries, plus 13 you can add.
- 01
Introduction & Preamble
Identifies the Service Provider and Client, effective date, and purpose of the engagement. Where the Service Provider is an individual whose party record carries an occupation, the recital states it in the government's own words with its NCO code — the domestic-services engagement is the case that needs the job name on the paper to match the worker's own record.
- 02
Definitions
Defines key terms: Services, Deliverables, Work Product, Milestones, Confidential Information, Background IP, Foreground IP.
- 03
Scope of Services
Detailed scope, deliverables, milestones, acceptance criteria, change request process, and exclusions.
- 04
Payment Terms
Compensation structure (fixed/hourly/milestone/retainer), invoicing, GST, TDS, late payment, and reimbursable expenses.
- 05
Term and Termination
Duration, auto-renewal, termination for convenience/breach/insolvency/non-payment, and survival.
- 06
Intellectual Property
IP ownership and assignment, Background IP licensing, moral rights waiver, source code delivery, and portfolio license-back.
- 07
Confidentiality
Mutual or one-way confidentiality obligations, standard of care, exclusions, and survival.
- 08
Representations and Warranties
Service Provider warranties (professional standard, no infringement, compliance) and Client warranties (authority, cooperation, accurate brief).
- 09
Independent Contractor
Clarifies that the Service Provider is an independent contractor, not an employee. Covers autonomy, no employee benefits, tax self-assessment, no authority to bind, misclassification indemnity, and own equipment.
- 10
Governing Law and Dispute Resolution
Applicable law, jurisdiction, and dispute resolution mechanism (courts or arbitration under Indian law).
- 11
General Provisions
Boilerplate: entire agreement, severability, waiver, amendment, notices, assignment, survival, compliance with laws, interpretation.
Optional clauses
Payment to a Micro or Small Enterprise
The payment terms that follow the Service Provider being a registered micro or small enterprise: the outside period of forty-five days Section 15 of the MSMED Act 2006 sets for an agreed payment period, and the interest Section 16 attaches to delay. It states the position rather than advising on it, and takes its particulars from the party record — nothing is asked twice.
Worth adding when: the Service Provider is registered under the MSMED Act 2006 as a micro or small enterprise, which the party record shows as its classification
Dispute Resolution for a Micro or Small Enterprise
The route the MSMED Act 2006 opens once the Service Provider is a registered micro or small enterprise and an amount under Section 17 is in dispute: a reference to the Micro and Small Enterprises Facilitation Council under Section 18, the conciliation and arbitration that follow from it, and its standing alongside whatever else this Agreement provides. It states the route rather than recommending it, and asks for nothing — the party record already says which enterprise this is.
Worth adding when: the Service Provider is registered under the MSMED Act 2006 as a micro or small enterprise, which the party record shows as its classification
Subcontracting
Whether the Service Provider may subcontract, consent requirements, and subcontractor obligations.
Worth adding when: Service Provider may use subcontractors or freelancers
Termination Consequences
Payment for completed work, delivery of partial work product, transition assistance, refund of prepaid fees, and a kill fee — or, for services tied to an event date, a two-step cancellation ladder in its place.
Worth adding when: Early termination is possible — protect against kill fees and incomplete deliverables, or an event booking that may be cancelled
Non-Solicitation
Restrictions on soliciting employees, clients, or vendors of the other party.
Worth adding when: Prevent poaching of employees, clients, or vendors
Non-Compete
Restrictions on competing activities. Includes Section 27 enforceability disclaimer for Indian law.
Worth adding when: Restrict competing activities (during-term only recommended for Indian law §27)
Data Protection and Privacy
Compliance with DPDP Act 2023, IT Act 2000, data breach notification, and cross-border transfer restrictions.
Worth adding when: Personal data involved (DPDP Act 2023)
Indemnification
Obligations to indemnify against losses from breach, negligence, IP infringement, or third-party claims.
Worth adding when: Breach, negligence, or IP infringement damages
Limitation of Liability
Caps on liability, exclusion of indirect damages, and carve-outs for fraud, IP infringement, and wilful misconduct.
Worth adding when: Cap total liability or exclude indirect damages
Force Majeure
Relief from obligations due to events beyond reasonable control — acts of God, pandemics, government action.
Worth adding when: Long-term engagements or disaster/pandemic protection
Insurance
Professional indemnity, public liability, and cyber insurance requirements.
Worth adding when: Require professional indemnity, cyber, or public liability insurance
Anti-Corruption and Anti-Bribery
Compliance with Prevention of Corruption Act, 1988 and anti-bribery obligations.
Worth adding when: Regulated industries or government dealings
Custom Clause
A free-form clause for bespoke provisions not covered by standard clauses. Use clauseId 'custom-clause-1', 'custom-clause-2', etc. to add multiple. The LLM provides clauseTitle and clauseBody. Use the sequence parameter to control placement.
What the law requires
- IP vests in author by default
- Unlike employment, in freelance/contractor work the author retains copyright unless explicitly assigned. Always include an IP assignment clause covering all work product.
- Section 17, Indian Copyright Act 1957
- Contractor vs employee risk
- If the engagement looks like employment (fixed hours, single client, employer control over manner of work), it may be reclassified as employment. Ensure the FSA maintains genuine independent contractor characteristics.
- Industrial Relations Code 2020
- Anti-corruption for govt-facing services
- Services involving government-facing work must include anti-corruption representations and compliance obligations.
- Prevention of Corruption Act 1988
- TDS compliance is mandatory
- Payer must deduct TDS at source — 1%/2% under 194C for contractors, 10% under 194J for professional services. Higher rate under 206AB if payee has not filed returns. Include TDS handling in the payment clause.
- Sections 194C, 194J, 206AB, Income Tax Act 1961