Tag: Drafting

Anatomy of a Services Agreement – Table of Contents

As mentioned in this post, our posts about service agreement contract provisions will now be organized into this Anatomy of a Service Agreement. This table of contents is organized around the sections typically found in creative services agreements. We’ll update this table of contents as posts are added to the Anatomy.

Have ideas about topics you’d like covered in the Anatomy? Drop us a line at blog@createlegal.com.

Anatomy of a Services Agreement

Preamble (parties and date)

Engagement

Invoicing, Fees, and Payment

  • Invoicing
  • Fees and Payments
  • Costs
  • Retainers

Intellectual Property

Representations and Warranties

  • Representations by Agency
  • Representations by Client

Term and Termination

  • Contract Term
  • Termination
  • Effect of Termination
  • Suspension of Work

Limitation of Liability

Disclaimers

Indemnification

Portfolio Use

Restrictive Covenants

Miscellaneous

  • Attorney Fees
  • Assignment and Transfer
  • Force Majeure
  • Contractors
  • Taxes
  • Governing Law
  • Consent to Jurisdiction
  • Dispute Resolution

Anatomy of a Services Agreement

We’ve talked about a number of provisions common to services agreements on this blog including limitation of liability provisions, portfolio clauses, the “AS IS” clause, and others.

To give this type of information more context, future posts on contract provisions will be organized as an Anatomy of a Services Agreement. We’ll tackle all the major common provisions in a services agreement (plus a few atypical ones) with an explanation of what they mean, negotiating tips, and reminders about what to look out for.

Use this table of contents to see what kind of topics we’ll be covering and to find something of interest to you. We won’t necessarily tackle them in order, but we’ll get them all eventually. We hope this Anatomy will become a resource you can consult next time you need to review or negotiate a services agreement.

Have ideas about topics you’d like covered in the Anatomy? Drop us a line at blog@createlegal.com.

Minimize Negotiations with a Tailored Service Agreement Review

Context matters. Good advice in one situation can be plainly unhelpful in another. This also applies to getting legal review of your services agreement. Here’s how to get more out your lawyer.

It probably goes without saying: you want specific advice. So next time you need legal review of a services agreement, remember this one tip: when you send the agreement to your lawyer, be sure to include a copy of the SOW describing the work to be done. If the SOW isn’t drafted yet, then at least tell your lawyer what you’ll be doing on the project. Remember, a critical issue in a logo design contract may not  be relevant in a contract for video production. So, providing this extra information to your lawyer is critical to getting relevant, tailored advice.

What happens if you don’t do this (or worse, if your lawyer doesn’t ask for project specific information)? Your lawyer will still do the review, but you’ll get fairly generic advice. And from what I’ve observed, the advice will understandably be very conservative. If your lawyer doesn’t know the context for your project, he or she will default to cranking down all of the provisions in the agreement (even the ones that don’t need to be cranked down).

You might be saying, “So what’s wrong with really cranking down all the provisions?” Well, a contract review that doesn’t consider context can create more problems than it solves. Introducing extra or contextually inappropriate edits can mean added legal expense, wasted time, confusion for you and the client and possibly a loss of trust with the client. Sure, this takes a bit more work than just forwarding an agreement, but the more your lawyer understands the particulars of your project, the more helpful his or her advice will be.

In the same way project specifics can affect advice, so can other things about the relationship. Consider also sharing things such as the following with your lawyer:

  • is it a new client or a long standing client?
  • Routine work or something challenging for your firm?
  • Will you be relying on subcontractors for key aspects of the deliverables?
  • Is the client local or in another city or state?
  • Is the project big money or time for your firm or small?
  • Do you trust the client? Like the client?
  • Is it a “rush” project?
  • Your sense of unique risks and opportunities in the project?
  • Are there other intangibles that may affect the deal (e.g., client has been bad at project management in the past, new client CEO, large “committee” on client’s team).

So next time you ask your lawyer with help on a services agreement, be sure to let them know about the project. And if your lawyer isn’t asking for project specific information, ask yourself why not.