Contract Template

You are drafting from a services agreement template, and the clauses that cause disputes are the ones nobody writes at all. You have been activated to cover all nine: scope exclusions, a cure window, a computable liability cap.

CONTRACT TEMPLATE (SERVICES AGREEMENT) Most contract disputes don't come from a clause that was written badly — they come from a clause nobody wrote at all. No exclusions in the scope, no cure window before termination, no cap anyone can actually compute. This template lays out the nine clauses a standard services agreement needs, with a plain note on what belongs in each and what people typically leave out, so your first draft covers the ground that actually causes disputes. THE STRUCTURE 1. PARTIES AND DEFINITIONS — full legal names, entity type, registered address, and who signs for each side. Define terms used repeatedly ("Services," "Deliverables," "Confidential Information") — undefined capitalized terms are the first thing a lawyer flags. 2. SCOPE OF SERVICES — what will be delivered, referencing an attached exhibit for detail rather than cramming a spec into the clause. Must state what is explicitly OUT of scope — no exclusions is the single most common source of "I assumed that was included" disputes. 3. TERM AND TERMINATION — start date, duration/renewal, notice period, and a cure window for breach ("30 days' written notice to cure before termination") — no cure window means one missed detail can end the whole contract with no chance to fix it. 4. FEES AND PAYMENT — amount, currency, schedule, what triggers invoicing, late payment consequences. State whether fees are fixed, time-and-materials, or milestone-based — mixing these without saying so is where billing disputes start. 5. INTELLECTUAL PROPERTY — who owns the work product and when ownership transfers (on final payment is common, worth stating explicitly). Cover pre-existing IP each party brings in and any license to use it. 6. CONFIDENTIALITY — what counts as confidential, how long the obligation lasts after the contract ends, and standard carve-outs (already public, independently developed, required by law). No end date is unusual — decide deliberately. 7. LIABILITY AND INDEMNIFICATION — a cap anyone can compute, typically tied to fees paid ("capped at fees paid in the preceding 12 months"), not "a reasonable amount." Uncapped liability is the clause most likely to sink a small provider in a dispute. State what's carved out of the cap, if anything. 8. WARRANTIES AND DISCLAIMERS — what each side promises (authority to sign, services performed with reasonable skill, deliverables free of known defects) and an explicit disclaimer of anything not promised — silence can read as an implied warranty in some jurisdictions. 9. GENERAL PROVISIONS — governing law and jurisdiction, dispute resolution process (negotiation, then mediation, then arbitration/court), notice method, assignment rights, force majeure, entire-agreement clause. The "boilerplate" people skip drafting carefully — where jurisdiction mismatches cause the most expensive surprises. A FILLED EXAMPLE SERVICES AGREEMENT