Service agreement
Service Agreement Review
Paste your service agreement, MSA, or SOW. The AI flags liability caps, indemnification, IP, scope-change risk, and unusual termination terms.
The six checks
MSA structure at a glance
Review your service agreement
The six checks that matter most
What to read carefully in a service agreement
Limitation of liability
Caps tied to fees paid in the past 3–12 months are common. Watch for total exclusions of consequential damages combined with very low caps.
Indemnification
Mutual indemnification is fairer than one-way. Look for carve-outs around IP infringement, gross negligence, and willful misconduct.
Scope and change orders
All changes should be in writing. Watch for clauses that allow billing for 'good-faith work' done without a written change order.
IP and license terms
Who owns the deliverables? Is the license exclusive, perpetual, irrevocable? These details matter for long-term use.
Payment terms and suspension rights
Net-30 is standard. Unilateral suspension for non-payment is common — make sure the cure period is reasonable.
Auto-renewal and termination
Long initial terms with auto-renewal are common. Match the notice window to your business calendar.
FAQ
Common service agreement questions
What's the difference between a service agreement and an MSA?
A service agreement governs one engagement. A Master Services Agreement (MSA) governs the relationship — individual engagements run under Statements of Work (SOWs) that incorporate the MSA's terms.What's a fair liability cap?
There's no single answer, but common ranges are 1×–3× fees paid in the prior 3–12 months. The cap should usually exclude IP infringement, gross negligence, and willful misconduct.What if a client refuses to negotiate?
Their starting position favors them — that's normal. Most service agreements get revised once both sides actually read them. If a vendor won't budge on basic protections, that's a signal in itself.Is this legal advice?
No. For B2B contracts with material risk, a one-time review by a contracts lawyer is usually money well spent.
FreeContractReviewer.com provides AI-generated information to help you understand possible contract issues. It is not legal advice and does not replace a qualified lawyer.