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Create a Service Agreement

What this document does

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).

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Agreement

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Service Agreement

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What else is in it — 11 clauses, 11 optional
  1. 01

    Introduction & Preamble

    Identifies the Service Provider and Client, effective date, and purpose of the engagement.

  2. 02

    Definitions

    Defines key terms: Services, Deliverables, Work Product, Milestones, Confidential Information, Background IP, Foreground IP.

  3. 03

    Scope of Services

    Detailed scope, deliverables, milestones, acceptance criteria, change request process, and exclusions.

  4. 04

    Payment Terms

    Compensation structure (fixed/hourly/milestone/retainer), invoicing, GST, TDS, late payment, and reimbursable expenses.

  5. 05

    Term and Termination

    Duration, auto-renewal, termination for convenience/breach/insolvency/non-payment, and survival.

  6. 06

    Intellectual Property

    IP ownership and assignment, Background IP licensing, moral rights waiver, source code delivery, and portfolio license-back.

  7. 07

    Confidentiality

    Mutual or one-way confidentiality obligations, standard of care, exclusions, and survival.

  8. 08

    Representations and Warranties

    Service Provider warranties (professional standard, no infringement, compliance) and Client warranties (authority, cooperation, accurate brief).

  9. 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. 10

    Governing Law and Dispute Resolution

    Applicable law, jurisdiction, and dispute resolution mechanism (courts or arbitration under Indian law).

  11. 11

    General Provisions

    Boilerplate: entire agreement, severability, waiver, amendment, notices, assignment, survival, compliance with laws, interpretation.

After it is drafted

  1. Get the stamp paper

    Buy non-judicial stamp paper of the value your state prescribes, and print the document on it.