How to Draft a Supply of Services Agreement (2026 Template and Clauses)

What a supply of services agreement does A supply of services agreement is the general contract one business uses to provide services to another: consultancy, maintenance, facilities, marketing, IT support, professional work and much more. It is the default template when a company is the supplier and wants clear terms covering what it will do, how well, for how much, and who carries the risk if something goes wrong. It is distinct from a supply of goods contract, where the subject is a physical product, though many deals supply both goods and services and blend the two. The heart of this agreement is the specification of services and the standard they will be delivered to. Everything else, payment, timelines, liability, termination, hangs off a clear answer to one question: what exactly is being supplied and how will both sides know it has been done properly. A vague scope is the root of most services disputes, so the drafting effort goes into the statement of services and the service levels that make performance measurable. This is general information, not legal advice. Services contracts touch implied terms, consumer protection where an individual is involved, and sometimes sector rules that vary by country, so have an important agreement reviewed by a qualified professional. ## A supply of services agreement template you can copy ```

SUPPLY OF SERVICES AGREEMENT Date: [date] Supplier: [legal name and address] Customer: [legal name and address] 1. SERVICES The Supplier will provide the services described in the Statement of Services (Schedule 1), in accordance with this agreement. 2. STANDARD OF SERVICE The Supplier will perform the services with reasonable care and skill, using suitably qualified personnel, and will meet the service levels in Schedule 2. 3. TERM The agreement runs from [start date] [for a fixed term / until ended on notice], as set in clause 10. 4. CUSTOMER OBLIGATIONS The Customer will provide the access, information, materials and cooperation the Supplier reasonably needs (Schedule 3). Supplier delay caused by Customer failure is not the Supplier's breach. 5. CHARGES AND PAYMENT Charges are [fixed fee / time and materials at [rate] / retainer] as set in Schedule 4. Invoices are due within [number] days. [Late payment interest and expenses.] 6. CHANGE CONTROL Changes to the services are agreed in writing, with any effect on the charges and timeline, before the changed work begins. 7. INTELLECTUAL PROPERTY [Deliverables created for the Customer are assigned on payment / the Supplier grants a licence to use them.] Each party keeps its pre-existing intellectual property. 8. CONFIDENTIALITY Each party keeps the other's confidential information private and uses it only for this agreement. 9. WARRANTIES AND LIABILITY The Supplier warrants it will provide the services with reasonable care and skill. Liability is capped at [amount / charges paid in the prior [period]], excluding liability that cannot lawfully be limited and carve-outs for confidentiality, data protection and IP. 10. TERMINATION Either party may terminate on [number] days notice, or immediately for material breach not cured within [number] days or on insolvency. On termination the Customer pays for services delivered to date. 11. DATA PROTECTION Where personal data is processed, the parties comply with applicable data protection law and enter a data processing agreement where required. 12. GOVERNING LAW Governed by the law of [place]; disputes resolved in [place]. SIGNED Supplier ____________ Date ______ Customer ____________ Date ______

The specification is the contract's spine. Describe the services precisely enough that both sides can tell whether they have been delivered, and set the standard: in most common-law countries, a term that the supplier will use reasonable care and skill is implied into a services contract even if unwritten, but stating it, and adding measurable service levels, turns a vague promise into something you can enforce. ### Customer obligations
Services depend on the customer doing their part, giving access, information and sign-offs. A clear customer-obligations clause, with the point that supplier delay caused by customer failure is not the supplier's breach, protects the supplier from carrying the cost of the customer's own hold-ups. ### Charges, payment and change control
State whether charges are a fixed fee, time and materials or a retainer, and set payment terms and late-payment consequences. Pair this with a change-control clause so that when the customer wants more than the original scope, the extra work and its cost are agreed in writing before it starts, rather than argued over afterwards. ### Intellectual property
Decide who owns what the supplier produces. For deliverables created specifically for the customer, either assign them on payment or grant a licence, and make clear that each side keeps its own pre-existing intellectual property and tools. ### Warranties, liability and termination
Keep the warranty tied to the realistic standard of reasonable care and skill rather than promising a guaranteed outcome, cap liability sensibly with carve-outs for the serious risks, and set out clean termination rights with payment for work done to date. ## Red flags to watch for - Vague scope. An unclear statement of services is the single biggest cause of disputes.
- No standard of service. Without a reasonable care and skill term and service levels, quality is unmeasurable.
- No change control. Scope creep with no process leads to unpaid extra work and arguments.
- Uncapped liability. A supplier with no liability cap is exposed far beyond the value of the contract.
- No customer-obligations clause. The supplier can be blamed for delays the customer caused. ## How jurisdiction changes things Services contracts rely heavily on implied terms, which differ by country. In the United Kingdom, the Supply of Goods and Services Act 1982 implies a term that a supplier acting in the course of business will carry out a service with reasonable care and skill in business-to-business contracts, while the Consumer Rights Act 2015 governs services supplied to consumers. In the United States, services contracts are generally governed by common law rather than the Uniform Commercial Code, which mainly covers goods, so the implied standards come from state case law. In India, the Indian Contract Act, 1872 sets the general framework for contracts, and the Consumer Protection Act applies where services are supplied to a consumer. Where personal data is processed, the EU and UK GDPR and India's Digital Personal Data Protection Act, 2023 add duties. Because the implied standard and any consumer protections vary, confirm the governing law and whether the customer is a business or a consumer before relying on one template. ## Keeping the agreement and its schedules in one place A services relationship is rarely one static document. It is the master agreement, the statement of services, the service levels, the change orders and the renewal and amendment history, and what the parties actually owe each other is whatever the latest signed versions say. When those drift apart or sit in different inboxes, the scope and the service levels everyone relies on stop matching reality. That is the discipline every company needs across its contracts. Drafting from a clear template, catching a clause where scope or liability is vague or one-sided, editing wording in plain language, and holding each version with its date can live in one AI workspace tuned to how your company contracts. [Adira](https://adiralaw.com) is built around that single workspace idea. For one supply of services agreement the template above is a strong start; the point worth borrowing is that a service is only as well defined as the documents that describe it.