Agreement templates

Agency services agreement template

A general-purpose services agreement for an agency-client relationship — covering scope, payment, IP and termination.

What this is

An agency services agreement is the binding contract that governs an ongoing or project-based relationship between an agency and a client, once a proposal has been accepted — it defines the legal terms, not just the scope.

When to use it

  • After a proposal is accepted, before work begins
  • For an ongoing agency-client relationship covering one or more service lines
  • As the base template to adapt for a specific engagement (pair with a Statement of Work for scope detail)

What to include

Scope reference

The agreement should reference the accepted proposal or a separate Statement of Work for scope detail, rather than re-listing every deliverable in the legal document.

Payment terms

Rates, invoicing schedule, late-payment consequences.

IP ownership

Who owns the work product, and when ownership transfers (commonly, on full payment).

Termination

Notice period for either party to end the relationship, and what happens to work in progress.

Confidentiality and liability

Standard protections for both sides — mutual confidentiality, and a liability cap tied to fees paid.

The template

Copy this into your own document, or build it directly as a branded page in Hanko. Bracketed text like [Client Name] is a placeholder to fill in.

Not legal advice — This is a starting point, not legal advice. Contract terms — especially liability, IP ownership, termination, and payment enforcement — vary by jurisdiction and by what you and your client actually negotiate. Have a lawyer review any agreement before you rely on it, particularly for larger engagements.

Agency Services Agreement

This Agreement is entered into as of [Date] between [Agency Legal Name] ("Agency") and [Client Legal Name] ("Client").

1. Services

Agency will provide the services described in the accepted proposal dated [Date] and/or any Statement of Work executed under this Agreement (collectively, the "Services").

2. Term

This Agreement begins on [Start Date] and continues until terminated as described in Section 7, or until the Statement of Work is completed, whichever applies.

3. Fees & Payment

Client will pay Agency [$amount per month / per the fee schedule in the Statement of Work]. Invoices are due within [15/30] days of receipt. Late payments accrue interest at [X]% per month or the maximum allowed by law.

4. Intellectual Property

Upon full payment, Client owns the final deliverables created specifically for Client under this Agreement. Agency retains ownership of its pre-existing tools, templates and methodologies used to create the deliverables.

5. Confidentiality

Each party agrees to keep the other's confidential information private and use it only for purposes of this engagement, both during the Agreement and for [2] years after it ends.

6. Limitation of Liability

Neither party's total liability under this Agreement will exceed the total fees paid by Client in the [3/6] months preceding the claim, except for breaches of confidentiality or indemnification obligations.

7. Termination

Either party may terminate this Agreement with [30] days' written notice. Client will pay for all Services performed and expenses incurred through the termination date.

8. Governing Law

This Agreement is governed by the laws of [State/Country], without regard to conflict-of-law principles.

Signatures

Agency: ___________________ Date: ______

Client: ___________________ Date: ______

How to customize it

  • Attach or reference the specific proposal/SOW rather than duplicating scope details in the legal agreement itself
  • Set the liability cap and IP terms with actual legal advice for higher-value engagements
  • Adjust the termination notice period to match how much lead time you realistically need to wind down or reassign staff
  • Add a specific dispute-resolution clause (mediation/arbitration) if that matters for your jurisdiction or client type

Common mistakes

  • Re-listing every deliverable inside the legal agreement instead of referencing the proposal/SOW, creating two documents that can drift out of sync
  • No stated IP-transfer trigger, leaving ambiguity over whether the client owns the work before final payment
  • Uncapped liability, which is an unnecessary risk for a services agreement of this size
  • Skipping legal review entirely on the assumption a template is sufficient for a large or long-term engagement

Frequently asked questions

Do I need a separate Statement of Work if I have this agreement?

For project-based work with specific deliverables, yes — the services agreement covers the legal terms, and the SOW covers scope, timeline and price for a specific engagement. For simple retainers, the agreement alone may be enough.

When does IP ownership transfer to the client?

Most commonly upon full payment — this template defaults to that, but confirm it matches what you actually intend, since some agencies transfer IP progressively per milestone instead.

Is this template legally binding as-is?

It's a starting point, not a finished legal document. Have a lawyer review it before using it for a real engagement, especially anything above a modest fee size.

Other templates

Get this agreement signed, then bill from it directly

Route it for e-signature in Hanko and turn the signed agreement into your first invoice.

One account for proposals, agreements, invoices and client payments.

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