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Service / Freelance Agreement
Cover scope, fees, payment terms, deliverables, IP ownership, confidentiality and termination — the essential clauses every freelance project needs.
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This Service Agreement (the "Agreement") is made on 2026-05-17 at _______________, BETWEEN: (1) _______________, having its address at _______________ (the "Service Provider"); AND (2) _______________, having its address at _______________ (the "Client"). The Service Provider and the Client are individually a "Party" and collectively the "Parties". 1. SCOPE OF SERVICES The Service Provider shall render the following services (the "Services"): Design and develop the client's marketing website (up to 8 pages), including content layout, mobile responsiveness and basic SEO. Any work outside the above scope shall be treated as a change request, billed separately by mutual written agreement. 2. FEES The Client shall pay the Service Provider a fixed fee of Rs. 1,20,000 for the entire scope, exclusive of applicable taxes (GST, if any). 3. PAYMENT TERMS 40% on signing, 30% on draft delivery, 30% on final delivery. Invoices not paid within 15 days of due date shall attract simple interest at 1.5% per month. The Service Provider may suspend Services on non-payment. 4. TERM The Agreement shall be effective from 2026-05-17 for a period of 3 months, unless earlier terminated under Clause 5. 5. TERMINATION Either Party may terminate this Agreement by giving 15 days prior written notice to the other. The Client shall pay for all Services rendered up to the date of termination, including for work in progress on a pro-rata basis. 6. INTELLECTUAL PROPERTY Upon receipt of full payment, all intellectual property rights in the deliverables shall vest in the Client. The Service Provider retains a portfolio right to display the deliverables for self-promotion. 7. CONFIDENTIALITY Each Party shall keep confidential all non-public information of the other Party that comes to its knowledge during the engagement, and shall not disclose it without prior written consent, except as required by law. 8. INDEPENDENT CONTRACTOR The Service Provider is an independent contractor and not an employee, agent, partner or joint venturer of the Client. Nothing in this Agreement shall create any such relationship. 9. LIMITATION OF LIABILITY Except for breaches of confidentiality, IP infringement or wilful misconduct, neither Party shall be liable for indirect, incidental, special or consequential damages. The Service Provider's maximum aggregate liability shall not exceed the fees paid in the preceding three months. 10. GOVERNING LAW & JURISDICTION This Agreement is governed by the laws of India. The courts at _______________ shall have exclusive jurisdiction. IN WITNESS WHEREOF, the Parties have signed this Agreement on the date first above written. For the Service Provider: For the Client: Signature: _______________________ Signature: _______________________ Name: Name: Designation: Designation:
What this template covers
The agreement is a standard India-context independent contractor / professional services contract. It sets out scope of work, fee and payment milestones (typically 30/50/20 or hourly with weekly invoicing), term and renewal, ownership of deliverables and IP, confidentiality, indemnity, governing law/jurisdiction (defaults to the city of the client), and a termination clause with notice period — the clauses that survive a CA review and hold up in MSME Samadhaan disputes.
Worked example
A Bangalore freelance designer engages a Mumbai client for a 3-month branding project at ₹4,50,000 fixed fee, billed 30% on signing, 40% at mid-review, 30% on final delivery. The agreement assigns all design IP to the client on full payment, retains the designer's right to feature the work in their portfolio, and sets a 15-day notice termination with pro-rata payment for work delivered. Bangalore courts are nominated as the seat of jurisdiction. Printable on plain A4 — no stamp paper needed since it's a service contract, not a deed.
When to use this
- Freelance / consulting engagements above ₹50,000 — verbal terms aren't enough
- Foreign client engagements where Indian jurisdiction needs to be specified
- Subcontracting arrangements where IP ownership must be clearly assigned
- Recurring retainers needing a monthly review and termination clause
Read the companion guide freelance service agreement in India for clause-by-clause notes, and compare with the NDA template for confidentiality-only engagements.
FAQ
Do I need a service agreement for small projects?
Yes — even a one-page agreement saves disputes. Cover scope, fee, payment milestones, deliverables, IP and termination. Most freelance-payment disputes happen because there was nothing in writing.
Who owns the IP — me or the client?
Default position: the contractor owns work product unless assigned. In practice, most clients want IP transferred on full payment. Make it explicit in the agreement to avoid future fights.
Is GST payable on freelance fees?
If your aggregate turnover crosses Rs.20 lakh (Rs.10 lakh for special-category states), you must register for GST and charge it on invoices. Below the threshold, no GST.