OK, enough with the preliminaries. Let’s get to the heart of the matter. This section breaks down all the typical major sections of an inbound Service Agreement.

For each section I try to offer some example language, a description of the business issue at hand, key things to watch out for, and some alternative approaches to use in negotiations.


Remember that every Service Agreement is different. And every project is different. Use your judgment in how you apply these recommendations to consider both the project and the client. Also, your risk analysis with a new client might change dramatically after working with a client for a year. Similarly, projects with larger budgets and longer schedules have inherently more risk than quick project on a small budget.

And of course, if you ever feel out of your comfort zone, be sure to consult with a lawyer experienced in these matters. You’ll be glad you did.

Services and Deliverables

Fees, Costs, and Invoicing

Intellectual Property

Term & Termination


Limitation of Liability and Disclaimers

Other Provisions


<aside> 🔥 Like the Field Manual? We can build a version of this resource customized to your Agency's Service Agreement and SOW containing your target negotiating position (and fallbacks) on key terms. Want to learn more? Hit that contact form.


<aside> 🔥 The Service Agreement Field Manual is a registered copyright of Matchstick 2021. Have questions or want to get in touch? Look us up.