Services Agreement Template for the United States
Create a professional services agreement compliant with US commercial law. Covers scope of work, payment terms, liability limitations, IP assignment, and dispute resolution for service-based businesses.
AI-generated draft for review. Not legal advice. Starting at $29.
Legal Requirements in United States
Must clearly define the scope of services, deliverables, and acceptance criteria
Should include appropriate limitation of liability and indemnification clauses
Must address intellectual property ownership and assignment
Should include termination provisions with notice periods
Must comply with applicable state consumer protection laws
Key Statutes & Regulations
- Uniform Commercial Code (UCC) Article 2 — may apply to mixed goods/services contracts
- Federal Arbitration Act (9 U.S.C. § 1-16)
- State consumer protection statutes
Common Pitfalls
- •Failing to clearly define deliverables and acceptance criteria — leading to scope disputes
- •Not including a limitation of liability cap — exposing the service provider to unlimited damages
- •Overlooking IP ownership — default rules may not match the parties intent
- •Not specifying payment terms, late payment penalties, and dispute resolution for invoices
Local Terminology
- SOW
- Statement of Work — detailed description of services to be performed, often attached to an MSA
- Limitation of Liability
- Contractual cap on damages one party can recover from the other
- Indemnification
- Obligation to compensate the other party for specified losses or claims
How United States Differs
US services agreements typically include extensive limitation of liability provisions
Arbitration clauses are widely enforceable under the Federal Arbitration Act
US courts generally enforce "as-is" and disclaimer provisions between commercial parties
Each state has different rules on implied warranties and their waivability
Frequently Asked Questions
What should a services agreement include?
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Essential elements include: scope of services and deliverables, payment terms and schedule, term and termination, liability limitations, IP ownership, confidentiality, warranties and disclaimers, indemnification, dispute resolution, and governing law. For complex projects, attach a detailed Statement of Work (SOW).
Do I need a services agreement or an MSA?
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For a single project, a standalone services agreement works well. If you will do multiple projects with the same client, a Master Service Agreement (MSA) with individual Statements of Work (SOWs) is more efficient — it avoids renegotiating general terms for each new project.
How should I limit liability in a services agreement?
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Common approaches: (1) cap total liability at the fees paid under the agreement, (2) exclude consequential, incidental, and punitive damages, (3) carve out exceptions for IP infringement, confidentiality breach, and willful misconduct. Both parties should agree on a cap that reflects the deal economics and risk allocation.
Who owns the work product?
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Without an express assignment clause, ownership depends on the relationship. For employees, the employer typically owns work product. For contractors, the contractor may retain ownership. Always include an explicit IP assignment clause specifying that all deliverables and work product are assigned to the client upon payment.
Available in Other Jurisdictions
Related Contract Types
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