I know how you feel. You’ve been reading a long Service Agreement and you are exhausted. And bored. Your brain is fried and you’ve had it up to here with legalese. You’ve hit the boilerplate section, often a series of sections under the heading Miscellaneous, and you start to skim…quickly. “Can’t be anything bad in here, can there…”

Well just slow down a minute. While most of the heavy lifting is done, there are a few traps lurking. Not every contract will have every one of these clauses and that is OK. But keep these sections in mind as you finish your review.


From time to time you’ll see a Service Agreement with an exclusivity provision. Some people call these non-compete provisions. A simple form of exclusivity provision might provide something like the following:

<aside> 📑 At all times while providing services under this agreement and for a period of 12 months thereafter, Agency shall not perform services for businesses that compete with Client.


While this seems straightforward and maybe even reasonable, there are several things an Agency should keep an eye out for.

Independent Contractor

Most Service Agreements contain a clause describing the independent contractor nature of the relationship between Client and Agency. A typical clause might read like this:

<aside> 📑 Independent Contractors. Agency is an independent contractor, and not an employee, partner, agent or joint venturer with Client. Agency will be solely responsible for all acts, obligations, and payments due with respect to Agency. Agency, and not Client, is responsible for the hiring, supervision, discipline, and control of Client and its personnel. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent


While there isn’t a lot to negotiate in a short clause like this, there are a couple things to keep an eye out for: