Scope of services clause: Copy, customize, and use instantly
Introduction
A scope of services clause defines the specific duties, deliverables, and expectations of a service provider under an agreement. It ensures clarity regarding the nature, extent, and limitations of services provided, preventing misunderstandings or scope creep. This clause is critical in professional service agreements, consulting contracts, and vendor arrangements.
Below are templates for scope of services clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard scope of services clause
This clause provides a general description of the services to be performed.
The [Service Provider] agrees to provide the following services to the [Client]: [Describe services in detail]. These services shall be performed in accordance with industry standards and within the agreed-upon timeframe.
Scope of services clause with performance milestones
This version includes defined milestones to measure progress.
The [Service Provider] shall provide the following services: [Describe services]. The Parties agree to the following performance milestones:Milestone 1: [Description] to be completed by [date].Milestone 2: [Description] to be completed by [date].Final Deliverable: [Description] by [date].
Scope of services clause with exclusions
This clause explicitly states what is not included in the service provider’s responsibilities.
The services provided under this Agreement shall include [describe included services]. The following services are expressly excluded and shall not be the responsibility of the [Service Provider]: [List exclusions]. Any additional services shall require a written amendment to this Agreement.
Scope of services clause with modification procedure
This version allows for changes to the scope through mutual agreement.
The scope of services under this Agreement may be modified only by mutual written consent of the Parties. Any changes in scope may result in adjustments to fees, timelines, or other contractual terms.
Scope of services clause with defined service levels
This clause sets service level expectations, including quality and responsiveness.
The [Service Provider] shall provide the services outlined in this Agreement in accordance with the following service levels:Response Time: The [Service Provider] shall respond to service requests within [timeframe].Resolution Time: The [Service Provider] shall resolve service issues within [timeframe].Quality Standards: Services shall meet or exceed industry standards for [specific service].
Scope of services clause with client obligations
This version outlines the client’s responsibilities in connection with the services.
The [Service Provider] shall provide the following services: [Describe services]. The [Client] agrees to:Provide all necessary access, materials, and approvals required for service completion.Respond to requests for information within [timeframe].Adhere to agreed timelines for reviews and feedback.
Scope of services clause with geographic limitations
This clause restricts service delivery to a specific location or region.
The services provided under this Agreement shall be limited to [geographic area]. Any requests for services outside this area shall require separate negotiation and may be subject to additional fees.
Scope of services clause with escalation procedure
This version includes a process for resolving service-related disputes.
If the [Client] believes the services provided do not meet the agreed scope, it shall notify the [Service Provider] in writing within [number] days. The Parties shall engage in good-faith discussions to resolve the issue. If no resolution is reached, the matter shall be escalated to senior management for review.
Scope of services clause with dependency on third parties
This clause clarifies that some services depend on third-party performance.
The [Service Provider] shall provide the services as described in this Agreement; however, certain aspects of the services may depend on third-party vendors or partners. The [Service Provider] shall not be liable for delays or failures caused by third-party non-performance.
Scope of services clause with ongoing maintenance provision
This version includes ongoing support and maintenance obligations.
The [Service Provider] shall provide the initial services described in this Agreement. Additionally, it shall provide ongoing maintenance and support for a period of [timeframe], including but not limited to troubleshooting, updates, and minor adjustments.
Scope of services clause with retainer-based engagement
This clause outlines services provided under a retainer arrangement.
The [Client] agrees to retain the [Service Provider] for ongoing services described in this Agreement. The [Service Provider] shall be available for up to [number] hours per [week/month] to provide [specific services]. Any additional work beyond this allocation shall require separate approval and may incur additional fees.
Scope of services clause with deliverable acceptance criteria
This version defines how deliverables will be reviewed and accepted.
The [Service Provider] shall provide the deliverables described in this Agreement. The [Client] shall have [number] days to review and accept each deliverable. If no objections are raised within this period, the deliverable shall be deemed accepted.
Scope of services clause with phased project delivery
This clause structures services into distinct phases.
The services under this Agreement shall be delivered in the following phases:Phase 1: [Description] (Start: [date], Completion: [date])Phase 2: [Description] (Start: [date], Completion: [date])Final Phase: [Description] (Start: [date], Completion: [date])
Scope of services clause with liability limitations for scope deviations
This version limits liability if the client requests services outside the agreed scope.
The [Service Provider] shall not be responsible for any services or obligations outside the scope defined in this Agreement. Any work performed outside this scope at the [Client]’s request shall be at the [Client]’s sole risk and may be subject to additional fees.
Scope of services clause with exclusivity provision
This clause restricts the service provider from offering similar services to competitors.
The [Service Provider] agrees that, for the duration of this Agreement, it shall not provide services similar to those described herein to any direct competitor of the [Client] without prior written consent.
Scope of services clause with minimum engagement period
This version requires a minimum service commitment before termination.
The [Client] agrees to engage the [Service Provider] for a minimum period of [timeframe]. If the [Client] terminates the Agreement before this period, it shall be responsible for any applicable early termination fees.
Scope of services clause with indemnification for third-party claims
This clause protects the service provider from third-party claims related to service use.
The [Client] agrees to indemnify and hold harmless the [Service Provider] from any third-party claims arising from the [Client]’s use of the services, except where such claims result from the [Service Provider]’s negligence or willful misconduct.
Scope of services clause with confidentiality obligations
This version ensures that confidential information obtained during service provision remains protected.
The [Service Provider] may have access to confidential information in the course of providing services. The [Service Provider] agrees to maintain the confidentiality of such information and shall not disclose or use it for any purpose other than fulfilling its obligations under this Agreement.
Scope of services clause with renewal and extension terms
This clause defines whether the services will renew automatically or require re-engagement.
The services under this Agreement shall [automatically renew for successive periods of [timeframe] / expire at the end of the term unless renewed by mutual agreement]. Any renewal shall be subject to a revised scope of services if necessary.
Scope of services clause with key personnel assignment
This version ensures continuity of service by requiring key personnel involvement.
The [Service Provider] shall assign [specific individuals or roles] to perform the services described in this Agreement. The [Service Provider] shall not replace key personnel without prior written notice to the [Client].
Scope of services clause with non-exclusivity provision
This clause allows the service provider to offer similar services to other clients.
The [Service Provider] retains the right to provide similar services to other clients, provided that such engagements do not interfere with its obligations under this Agreement.
Scope of services clause with cancellation and refund policy
This version details conditions under which services can be canceled and any applicable refunds.
The [Client] may cancel the services under this Agreement by providing [number] days’ written notice. If cancellation occurs before services are completed, the [Client] shall be responsible for fees incurred up to the date of cancellation. Refunds, if applicable, shall be issued at the [Service Provider]’s sole discretion.
Scope of services clause with predefined service enhancements
This clause allows for incremental service improvements over time.
The Parties acknowledge that the scope of services may evolve. The [Service Provider] shall periodically propose service enhancements that align with industry advancements, subject to the [Client]’s approval.
Scope of services clause with maximum service capacity
This clause sets a limit on the number of services provided within a timeframe.
The [Service Provider] shall not be required to provide services exceeding [number] hours per [week/month] or handle more than [number] requests within a [specified timeframe]. Any additional services beyond this limit shall require prior approval and may incur additional fees.
Scope of services clause with right to subcontract
This version allows the service provider to use subcontractors to fulfill obligations.
The [Service Provider] reserves the right to engage subcontractors or third-party vendors to perform any portion of the services under this Agreement, provided that such subcontractors meet the necessary qualifications. The [Service Provider] shall remain responsible for the performance of all services.
Scope of services clause with compliance with industry regulations
This clause ensures that services are provided in accordance with applicable laws and regulations.
The [Service Provider] agrees to provide the services described in this Agreement in compliance with all applicable industry regulations, legal requirements, and professional standards.
Scope of services clause with dispute resolution for service discrepancies
This version outlines a process for handling service-related disputes.
If the [Client] disputes the quality or scope of services provided, the Parties shall first attempt to resolve the issue through written notice and negotiation. If no resolution is reached within [number] days, the matter shall be referred to arbitration or mediation.
Scope of services clause with penalties for service delays
This clause imposes penalties if the service provider fails to meet agreed deadlines.
If the [Service Provider] fails to deliver the agreed services within the specified timeline, it shall be subject to a penalty of [amount] per day, unless the delay is caused by factors beyond its reasonable control.
Scope of services clause with intellectual property ownership
This version clarifies who owns the intellectual property created during service provision.
Any intellectual property, work product, or deliverables created by the [Service Provider] in the course of providing the services shall be the property of [Party], unless otherwise agreed in writing.
Scope of services clause with trial period provision
This clause allows the client to assess the service before full commitment.
The [Client] may evaluate the services during an initial trial period of [timeframe]. If the [Client] is not satisfied, it may terminate the Agreement within this period without incurring any further obligations, except for payment of services rendered.
Scope of services clause with exclusivity period for service provider
This version ensures that the service provider is the exclusive provider for a set time.
For the duration of this Agreement, the [Client] agrees not to engage any third party to provide services that are substantially similar to those provided by the [Service Provider].
Scope of services clause with termination due to service non-performance
This clause allows termination if services are not provided as agreed.
If the [Service Provider] fails to meet the agreed-upon service requirements for [number] consecutive days, the [Client] may terminate this Agreement with [number] days' written notice.
Scope of services clause with mandatory service review meetings
This version requires periodic review meetings to assess performance.
The Parties shall participate in regular service review meetings every [number] months to evaluate service quality, discuss improvements, and address any concerns.
Scope of services clause with confidentiality of service-related data
This clause ensures that all service-related data remains confidential.
The [Service Provider] shall maintain the confidentiality of all service-related information obtained from the [Client] and shall not use such information for any purpose other than fulfilling its obligations under this Agreement.
Scope of services clause with KPI (Key Performance Indicator) tracking
This version includes specific KPIs to measure service effectiveness.
The services provided under this Agreement shall be evaluated based on the following Key Performance Indicators (KPIs): [List specific KPIs]. The [Service Provider] shall provide regular reports detailing performance against these KPIs.
Scope of services clause with non-transferability restriction
This clause prevents the client from transferring service rights.
The services under this Agreement are provided exclusively for the [Client] and may not be transferred, assigned, or resold to any third party without the [Service Provider]’s prior written consent.
Scope of services clause with priority service option
This version gives the client the option to receive priority service.
The [Client] may request priority service for urgent matters, subject to additional fees. The [Service Provider] shall make reasonable efforts to accommodate such requests within [timeframe].
Scope of services clause with indemnification for improper use of services
This clause protects the service provider from liability if the client misuses the service.
The [Client] agrees to indemnify and hold harmless the [Service Provider] from any claims, damages, or liabilities arising from the improper use or application of the services provided under this Agreement.
Scope of services clause with notification requirement for service suspension
This version requires advance notice if services need to be temporarily suspended.
The [Service Provider] may temporarily suspend services for maintenance, legal compliance, or other necessary reasons, provided it gives the [Client] at least [number] days’ notice.
Scope of services clause with termination assistance
This clause ensures a smooth transition if the agreement ends.
Upon termination of this Agreement, the [Service Provider] shall provide reasonable assistance to transition services to a new provider, including transfer of relevant data and documentation.
Scope of services clause with limitation on liability for indirect damages
This version limits the service provider’s liability for indirect damages.
The [Service Provider] shall not be liable for any indirect, incidental, or consequential damages arising from the services provided, including but not limited to lost profits, data loss, or business interruption.
Scope of services clause with flexibility for emerging technologies
This clause allows the service provider to incorporate new technologies.
The [Service Provider] may update or enhance its services with emerging technologies, provided such updates do not materially alter the agreed scope of services without prior approval from the [Client].
Scope of services clause with automatic updates to service scope
This version allows minor updates to the scope of services without requiring contract renegotiation.
The [Service Provider] may make minor updates to the scope of services to improve efficiency or align with industry best practices, provided that such updates do not materially change the obligations of either Party.
Scope of services clause with response time guarantee
This clause guarantees a specific response time for service requests.
The [Service Provider] shall respond to all service-related inquiries within [number] hours of receipt and shall make reasonable efforts to resolve issues within [timeframe].
Scope of services clause with reporting obligations
This version requires the service provider to submit regular reports.
The [Service Provider] shall provide the [Client] with detailed service reports on a [weekly/monthly/quarterly] basis, including performance metrics, completed tasks, and any outstanding issues.
Scope of services clause with force majeure exemption
This clause exempts the service provider from liability in cases of force majeure.
The [Service Provider] shall not be liable for any delays or failures in service delivery caused by force majeure events, including but not limited to natural disasters, government actions, or labor strikes.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.