Commercial inputs
- Legal parties and contractor status.
- Deliverables, milestones, dependencies and excluded work.
- Acceptance criteria and time to reject a deliverable.
- Fees, taxes, expenses, invoicing and late payment.
- Client materials, background IP and ownership of deliverables.
- Confidentiality, personal data and security requirements.
- Term, termination rights and transition assistance.
Illustrative structure
1. Services. Provider will perform the services and deliver the items described in each signed Statement of Work. A change is effective only through [change procedure].
2. Client dependencies. Client will provide [access, information, approvals]. Dates move only as stated in [dependency rule].
3. Acceptance. Client will test each deliverable against [objective criteria] within [period] and give a specific rejection notice. Provider will correct verified non-conformity under [process].
4. Fees. Client will pay [fixed/time-based/milestone] fees within [period], plus [tax/expense treatment].
5. Intellectual property. Each party retains background materials. Rights in deliverables are [assigned/licensed] on [creation/payment], subject to [embedded components].
6. Termination. Either party may terminate for [cause/cure period/convenience]. On termination, the parties will handle work in progress, data, fees and transition as follows: [terms].
Risk clauses need context
Warranties, indemnities and liability caps cannot be chosen in isolation. A cap based on twelve months of fees may be irrelevant to a one-off project. Exclusions for confidentiality, data incidents, IP infringement or deliberate misconduct vary by bargaining position and law.
Operational review
Ask the delivery team to test the scope and acceptance sections against a realistic failure. Ask finance to test invoicing. Ask the person who will end the relationship to test termination and handover. Legal drafting is stronger when the people who must operate it can follow it.
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