Service agreements drafted around how the work actually happens.

Service agreements vs. CSAs

Most service businesses treat "client service agreement" and "service agreement" interchangeably. They overlap heavily — both govern service-provider engagements with paying clients. The distinction we draw on this page: CSAs are master-template documents reused across client engagements; service agreements are matter-specific contracts for one-off or specialized engagements where a master template doesn't fit.

If you're a recurring services business, the CSA page is probably what you're looking for. If you're drafting a contract for a specific engagement that doesn't fit your template — or for a service offering you're rolling out for the first time — this page applies.

What a service agreement should cover

Scope of services

What's being delivered. The scope-of-services clause is where the most disputes start, because it's where the parties' expectations diverge. Specific, observable, deliverable-oriented language matters.

Deliverables and acceptance

What gets handed over, when, in what form. Acceptance criteria — when the deliverable is "done" — and the consequences of acceptance (typically: payment becomes due, warranties start running).

Timeline and milestones

Performance schedule, milestone payments, what happens if milestones slip. Force-majeure carve-outs for events outside the parties' control.

Payment terms

Fee structure (flat, hourly, milestone-based, blended), invoicing cadence, payment due dates, late fees, suspension of services for non-payment.

Change orders

How scope changes happen. Written change orders signed by both sides; what happens to fees and timelines when changes occur. The clause that prevents scope creep from becoming an existential threat to the engagement.

IP and work product

Who owns the deliverables, who owns underlying tools and methodologies, what's licensed to the client, what's assigned to the client. California's default rules don't always do what either party expects.

Confidentiality

What's confidential, how long the obligation runs. Often subsumes any standalone NDA the parties have signed.

Warranties and disclaimers

What the service provider warrants (workmanship, conformity to specs, third-party-IP non-infringement). What's disclaimed (implied warranties of merchantability and fitness for particular purpose, where applicable).

Limitation of liability and indemnification

Caps on damages, exclusion of consequential damages, indemnification scope and procedures. Same considerations as in CSAs but often calibrated differently for one-off engagements.

Termination

Termination for convenience (with notice), termination for cause, kill fees, transition obligations, IP rights post-termination.

Service-agreement variants we draft most often

Project-based service agreements

Single-engagement contracts for defined deliverables — a website rebuild, a marketing campaign, a one-time consulting project. Milestone-based payment is common.

Retainer agreements

Recurring monthly fee for ongoing services — fractional CMO, ongoing legal counsel (we run our OGC retainers this way), monthly accounting, ongoing technical operations. Hours-per-month caps and rollover rules matter.

Outcome-based agreements

Compensation tied to results — performance bonuses, success fees, contingent compensation. Higher complexity, more careful drafting around what "results" means and when they're earned.

Equipment-bundled services

Service plus equipment provision — leased equipment, installed software, hardware-as-a-service. Title and risk-of-loss provisions become important.