Service Agreement Template (India) — Free Format
A service agreement sets out the services one business will provide to another, the fees, timelines, quality standards and what happens if things go wrong. This template suits recurring or project services such as maintenance, marketing, facility or professional services between Indian businesses.
Stamp, registration and e-sign at a glance
The three things to settle before anyone signs this agreement in India.
Payable under the stamp law of the state where it is signed; rates vary by state. Unstamped, it cannot be used as evidence until duty and penalty are paid.
Check your state's rateRegistration is not required.
This agreement can be signed electronically with Aadhaar eSign or a DSC under the Information Technology Act, 2000. Electronic signatures listed in the Act's Second Schedule carry a presumption of reliability.
What cannot be e-signedWhat is a Service Agreement?
A service agreement records the scope of services, deliverables, fees and payment terms, service levels, intellectual property, confidentiality, liability limits and termination rights. It reduces disputes by making expectations measurable.
When to use it
- Engaging an agency, contractor or service provider for ongoing work
- Outsourcing a function such as housekeeping, IT support or payroll processing
- Providing services to customers on standard terms
Key clauses checklist
Make sure your draft covers each of these. Linked clauses open a sample wording with drafting tips.
- Scope of services and deliverables
- Fees, invoicing and GST Sample clause
- Service levels and remedies
- Warranties Sample clause
- Indemnity Sample clause
- Limitation of liability Sample clause
- Termination Sample clause
- Dispute resolution Sample clause
Indian law notes
GST and TDS
Most services attract GST, and the customer may need to deduct TDS under the Income-tax Act. State whether fees are exclusive of GST and how TDS certificates will be shared.
Liability caps
Indian courts generally respect negotiated liability caps between commercial parties, but a cap cannot excuse fraud. Under Section 74 of the Contract Act, a pre-agreed penalty is treated as an upper limit and the court awards reasonable compensation up to that limit.
Contract labour
If the provider deploys workers at your premises, labour law obligations, including those consolidated under the new labour codes where notified, may apply. Ask the provider to warrant compliance and indemnify you.
SERVICE AGREEMENT
This Service Agreement ("Agreement") is made on [Date] at [City] between:
[Client Name], having its office at [Address] (the "Client"); and
[Service Provider Name], having its office at [Address] (the "Service Provider").
1. SERVICES
1.1 The Service Provider shall provide the services described in Schedule A (the "Services") from [Start Date].
1.2 The Service Provider shall perform the Services with reasonable skill and care, using suitably qualified personnel, and in line with the service levels in Schedule B.
2. TERM
This Agreement runs for [12 months] from the start date and renews for further periods of [12 months] unless either party gives at least [30] days' written notice of non-renewal.
3. FEES AND PAYMENT
3.1 The Client shall pay the fees in Schedule C. Fees are exclusive of GST, which the Client shall pay at the applicable rate against a valid tax invoice.
3.2 Invoices are payable within [30] days of receipt. The Client may deduct tax at source as required by law and shall provide TDS certificates on time.
3.3 Disputed amounts must be notified in writing within [10] days of the invoice; undisputed amounts remain payable.
4. SERVICE LEVELS
If the Service Provider misses a service level, it shall fix the failure promptly and the Client shall receive the service credits in Schedule B, which are the Client's main remedy for that failure.
5. CLIENT RESPONSIBILITIES
The Client shall provide timely access, information and approvals reasonably required for the Services.
6. INTELLECTUAL PROPERTY
Deliverables created specifically for the Client, once paid for, belong to the Client. The Service Provider keeps its pre-existing tools and know-how and grants the Client a non-exclusive licence to use them as part of the deliverables.
7. CONFIDENTIALITY
Each party shall keep the other's confidential information secret and use it only to perform this Agreement.
8. COMPLIANCE
The Service Provider shall comply with all applicable laws, including labour, tax and data protection laws, in relation to its personnel and the Services.
9. INDEMNITY
The Service Provider shall indemnify the Client against third-party claims arising from (a) its breach of law; (b) infringement of third-party intellectual property by the deliverables; or (c) its gross negligence or wilful misconduct.
10. LIMITATION OF LIABILITY
Except for indemnity obligations, breach of confidentiality, and fraud, each party's total liability under this Agreement is limited to the fees paid or payable in the [12] months before the claim. Neither party is liable for indirect or consequential loss.
11. TERMINATION
11.1 Either party may terminate for convenience on [60] days' written notice.
11.2 Either party may terminate immediately if the other commits a material breach not cured within [30] days of written notice, or becomes insolvent.
11.3 On termination, the Client shall pay for Services performed up to the termination date.
12. DISPUTE RESOLUTION
The parties shall first try to resolve disputes through senior management within [15] days. Unresolved disputes shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat of arbitration is [City] and the language is English.
13. GENERAL
This Agreement is governed by the laws of India. It is the entire agreement between the parties, may be amended only in writing, and may be signed electronically.
Schedule A – Services: [describe]
Schedule B – Service levels and credits: [describe]
Schedule C – Fees: [describe]
Signed for the Client: ____________ Signed for the Service Provider: ____________
Name / Designation: [Name] Name / Designation: [Name] Replace every [placeholder] and delete options that do not apply. Estimate GST on fees with the GST calculator
How to execute it
From blank template to a signed, stamped and stored contract.
Describe the services and measurable service levels in the schedules.
Agree fees, GST treatment and payment days.
Set the liability cap and termination notice periods.
Pay stamp duty in the state of execution and sign with eSign or on stamp paper.
Track the renewal date and service-level reports in a contract repository.
Frequently asked questions
What is the difference between a service agreement and an SLA?
A service agreement is the full contract; a service level agreement (SLA) is usually a schedule inside it that defines measurable performance targets and the credits or remedies when they are missed.
Can a service agreement be terminated early?
Only as the agreement allows, for example for convenience on notice or for an uncured material breach. Without a termination clause, early exit can amount to breach.
Is a service agreement signed online valid?
Yes, service agreements can be executed with Aadhaar eSign or DSC under the IT Act, 2000. Stamp duty still applies under state law.
Related templates
Stop emailing Word files around
Turn this format into an approved template, collect approvals, buy e-stamp paper, send it for Aadhaar eSign and get reminded before it renews.