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The three questions their lawyer will ask — answered in writing.

Who owns the work when it’s finished. What you actually warrant. What happens after delivery. A service agreement that answers all three, plus scope, fee, and acceptance — built as you type. Download it as Word or PDF. No signup, no email gate, no watermark.

  • Free — and yours with no account
  • Word & PDF, US Letter or A4
  • Works as an independent contractor agreement

01 · You

Your information

You are the Provider party. The entity description below is what makes the signature block enforceable against the right legal person.

The business is the party. The named person signs on its behalf.

Your role at the firm — this goes under your signature.

Reads as “Avery Strategy LLC, a Maine limited liability company.” Leave blank if you contract as an individual.

02 · Client

Client information

The agreement will name the company as the Client, with your contact signing for it. Check this is their real legal entity, not how you found them.

03 · The work

What you're building

Be concrete. This section is what a reviewing attorney reads to decide whether the rest of the agreement covers the right thing.

Completes the sentence “Provider will provide Client with …”

04 · Money

Fees and payment

After this, or once they put the work into live use, it counts as accepted — so a sign-off that never comes can’t hold your invoice hostage.

05 · Ownership

Who owns the work

The clause a client's attorney reads first on commissioned work.

The transfer is conditional on payment in full — until then the rights stay with you and the client has no licence to use the work in production. That condition is your only real leverage, so the agreement states it plainly.

06 · Warranties

What you stand behind

A warranty section without the disclaimer silently imports the implied warranties — which is worse than having none.

You fix defects free during this window. Leave blank for a workmanship warranty only.

07 · Support

What happens after delivery

These stack. A free warranty window, then an optional monthly retainer, then a rate for anything new — most real arrangements are two or three of these at once, not one.

Layer 1 · Warranty

Free defect, error, and bug fixes for 30 days after acceptance — set in the Warranties section above.

08 · Risk & law

Liability, relationship, and law

Your work saves automatically on this device

Add your name, the client contact, what the work is, the project fee to download.

Agreement

Service Agreement

Effective as of [date]

Provider

Provider

Client

Client

This Service Agreement (the "Agreement") is entered into by Provider and Client. It sets out the services Provider will perform, what the Client will pay, who owns the results, what is warranted, and what support continues after delivery.

Section 1

Services and Deliverables

Section 2

Fees and Payment

Section 3

Delivery and Acceptance

Provider will notify the Client when a deliverable is ready for review. The Client has 10 days to review it and either accept it or give written notice of what does not meet the agreed description.

If the Client does not respond within that period, or puts the deliverable into live use, it is treated as accepted. Provider will correct anything properly identified during the review period at no additional charge.

Requests that go beyond the agreed description are new work, not corrections, and will be quoted separately.

Section 4

Intellectual Property

On receipt of payment in full, Provider assigns to Client all right, title, and interest in the deliverables produced under this Agreement, including copyright. Provider will sign any further documents the Client reasonably needs to record that transfer.

Until payment is made in full, all rights remain with Provider, and the Client has no licence to use the deliverables in production.

Provider retains ownership of everything it brought to the engagement or developed independently of it — tools, libraries, frameworks, templates, methods, and know-how ("Background IP") — including anything of that kind embedded in a deliverable. To the extent Background IP is included, Provider grants Client a perpetual, worldwide licence to use it as part of the deliverables. Nothing in this Agreement prevents Provider from reusing its Background IP, or from applying general skills and knowledge gained, on other work.

Provider may identify Client as a client and display the deliverables in its portfolio and marketing, excluding anything the Client has designated confidential.

Section 5

Warranties

Provider warrants that the services will be performed in a professional and workmanlike manner, consistent with generally accepted standards for similar work.

For 30 days after acceptance, Provider warrants that the deliverables will perform materially as described in this Agreement. If they do not, Provider will correct the defect at no charge. This is the Client's exclusive remedy under this warranty. The warranty does not cover problems caused by changes made by anyone other than Provider, by third-party services or platforms, or by use outside the deliverable's intended purpose.

Provider warrants that, to the best of its knowledge, the deliverables do not infringe any third party's intellectual property rights, and that it has the right to grant the rights this Agreement grants.

EXCEPT AS STATED IN THIS SECTION, THE DELIVERABLES AND SERVICES ARE PROVIDED "AS IS", AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Provider does not warrant that the deliverables will be uninterrupted or error-free.

Section 6

Support, Maintenance and New Work

For 30 days following acceptance, Provider will correct defects, errors, and bugs in the delivered work at no charge, as described in the Warranties section above. This covers making the delivered work behave as agreed; it does not cover new functionality.

Section 7

Confidentiality

Each party may receive information the other treats as confidential. Each will use that information only to perform this Agreement, will protect it with at least the care it uses for its own confidential information, and will not disclose it to anyone who does not need it for this work.

These obligations continue for 3 years after this Agreement ends. They do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed without using the other's information, or must be disclosed by law — in which case the receiving party will give notice where it lawfully can.

Section 8

Liability, Relationship, and General Terms

Neither party is liable for indirect, incidental, special, or consequential damages, or for lost profits or lost data, even if advised such damages were possible. Provider's total liability under this Agreement will not exceed the total fees paid by the Client under it. These limits do not apply to a party's fraud, wilful misconduct, or breach of confidentiality.

Each party will defend and indemnify the other against third-party claims arising from its own negligence, wilful misconduct, or breach of this Agreement. The party seeking indemnity will give prompt notice and reasonable cooperation.

Provider performs this work as an independent contractor, not an employee, partner, or agent of the Client. Provider controls the manner and means of the work, supplies its own equipment, is responsible for its own taxes and insurance, and is free to work for others. Nothing in this Agreement creates an employment or partnership relationship.

Either party may end this Agreement on 15 days' written notice, or immediately if the other materially breaches it and does not fix the breach within 10 days of written notice. On termination the Client will pay for all work performed and expenses properly incurred up to that date, and Provider will deliver the work completed to that point.

This is the entire agreement between the parties on this subject and replaces any prior understanding. It may be changed only in writing signed by both parties. If any provision is unenforceable, the rest remains in effect. Neither party may assign it without the other’s consent, except to a successor of substantially all of its business. Neither party is liable for delays caused by events beyond its reasonable control. It may be signed in counterparts, including electronically.

The parties have signed this Agreement as of the Effective Date, intending to be legally bound.

Provider

Provider

Provider

Signature  ·  Date

Client

Client

 

Signature  ·  Date

Created with ConsultBase · myconsultbase.com

What this is for

The agreement is signed. Now comes the work.

Getting it in writing is the easy half. Getting it signed, tracking the milestones, invoicing the deposit, and billing the support every month is the part that eats your week. ConsultBase is where that part lives.

Send it for signature, not as an attachment

Turn this agreement into something your client signs in the browser. No printing, no scanning, no chasing.

Bill the support without remembering to

If you included ongoing support, set it up once as a recurring invoice and it goes out on its own every month.

Doing more work for the same client?

A Master Service Agreement settles ownership and liability once, so the next project is a one-page scope instead of another contract.

MSA generator

Free to start. Paid plans remove the ConsultBase line from every document you generate.

What is a service agreement?

A service agreement is the contract for onepiece of work. It says what is being built, what it costs, when it’s due, who owns the result, what you stand behind, and what happens after you hand it over. It is signed per project — which is what makes it different from a master service agreement, an umbrella that carries the legal terms for a whole relationship and deliberately contains no scope and no fee.

If someone has asked you for an “independent contractor agreement,” that’s the same instrument under a different name — one is named for what you’re providing, the other for the relationship between the parties.

The three clauses that actually get reviewed

When a client sends your agreement to their attorney, these are the sections that come back with comments. Most free templates handle the first one and skip the other two entirely.

Intellectual property

Who owns the deliverables. On paid commissioned work the client normally expects to own them outright — but two details decide whether the clause is any good: the transfer should be conditional on payment in full, which is your only real leverage, and you should separately keep your background IP. "We own the rights" almost never means "and also your reusable libraries," but a badly written clause can say exactly that.

Warranties

What you stand behind, for how long, and — just as important — what you don’t. A defect warranty with a defined window, a non-infringement warranty so the client knows what they’re receiving is yours to give, and an explicit disclaimer of the implied warranties. Skip the disclaimer and merchantability and fitness-for-purpose apply by default, which makes a warranty section without it worse than having none.

Support and updates

What continues after delivery. Bug fixes only? Three months included? Ongoing monthly maintenance? Whichever you choose, the clause has to say what support is NOT — new features, redesigns, third-party platform problems, migrations. Leaving that out is how support turns into unlimited free development six weeks after launch.

The clause nobody thinks about until it bites

Acceptance. You finish the work, you send it over, and then… nothing. No sign-off, no feedback, no invoice you can reasonably chase. A deemed-acceptance clause fixes it: the client has a defined window to review and raise problems, and if they don’t respond — or they put the work into live use — it counts as accepted. This generator includes one by default, set to ten days.

Free, and written to be sent

Most free service agreement templates are a download with square brackets in it and no explanation of which option to pick. This one asks a question at each decision, tells you what the answer means, and writes the clause. You watch the agreement take shape and download a Word file or PDF that already reads like it came from counsel. It’s built by ConsultBase, the client portal that helps independent consultants look like established firms.