An agreement whereby a supplier agrees to provide specified service(s) to a customer in return for payment of a fee.

This playbook provides guidance for drafting and negotiating a services agreement for the supply of one-off services from a pro-supplier perspective. This playbook includes a preferred position and a fallback position for the most commonly negotiated clauses. It may not, however, address every issue that may arise in the negotiation of a particular agreement. This playbook can be used by lawyers acting for the supplier (whether in-house or in private practice). Users should modify the playbook as necessary to address client-specific issues and ensure their client’s interests are fully protected. The level of risk noted in the playbook may vary depending on the client. For a template agreement, on which this playbook is based, see Precedent: Services agreement—one-off supply—pro-supplier. This playbook could be read in conjunction with Negotiation guide—services agreements, which provides a more general discussion of the key negotiation issues arising in services agreements of various descriptions and may provide ideas for further fallback options as the need arises. See also: Services agreements negotiation checklist. For an equivalent playbook aimed at ongoing (term

This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Supplier); and 2 [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Customer) each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties. Background (A) The parties have agreed that the Supplier shall provide the Services to the Customer in accordance with the provisions of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Business Day • means a day other than a Saturday, Sunday or bank or public holiday in England; Commencement Date • means [the date of this Agreement OR [insert date]]; Confidential Information • has the meaning given in clause 11; Customer Default • means the Customer’s: (i) breach of any provision of this Agreement; (ii) negligence; or (iii) other unlawful act or omission; Customer Material • means the Customer’s materials, documents, information, data, tools, equipment, or other items, made available to the Supplier under this Agreement; Deliverables

This playbook provides guidance for drafting and negotiating a services agreement for the supply of ongoing (term based) services from a pro-supplier perspective. This playbook includes a preferred position and a fallback position for the most commonly negotiated clauses. It may not, however, address every issue that may arise in the negotiation of a particular agreement. This playbook can be used by lawyers acting for the supplier (whether in-house or in private practice). Users should modify the playbook as necessary to address client-specific issues and ensure their client’s interests are fully protected. The level of risk noted in the playbook may vary depending on the client. For a template agreement, on which this playbook is based, see Precedent: Services agreement—ongoing supply (without TUPE)—pro-supplier. For an equivalent playbook aimed at one-off services, see: Services agreement (one-off supply) playbook (pro-supplier). This playbook could be read in conjunction with Negotiation guide—services agreements, which provides a more general discussion of the key negotiation issues arising in services agreements of various descriptions and may provide ideas for further fallback

THIS AGREEMENT is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Supplier); and 2 [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Customer) (each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties). Background (A) The Supplier conducts the business of supplying [insert description of services] to other businesses. (B) The Customer conducts the business of [insert description]. (C) The parties have agreed that the Supplier shall supply the Services to the Customer on the terms set out in this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity; Background IPR • means Intellectual Property Rights of the Supplier (or its third-party provider) existing prior to the Commencement Date, or created by the Supplier (or its third-party provider) after the Commencement Date outside of (and

This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Supplier); and 2 [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Customer) each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties. Background (A) The parties have agreed that the Supplier shall provide the Services to the Customer in accordance with the provisions of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Business Day • means a day other than a Saturday, Sunday or bank or public holiday in England; Commencement Date • means [the date of this Agreement OR [insert date]]; Confidential Information • has the meaning given in clause 11; Customer Default • means the Customer’s: (i) breach of any provision of this Agreement; (ii) negligence; or (iii) other unlawful act or omission; Customer Material • means the Customer’s materials, documents, information, data, tools, equipment, or other items, made available to the Supplier under this Agreement; Deliverables

Introduction This checklist accompanies the more detailed Practice Note: Negotiation guide—services agreements. It is intended as a quick reference point and focuses on the key general issues which are likely to arise in most types of services agreement. It omits certain specific issues covered in Practice Note: Negotiation guide—services agreements which may only arise in particular types of services agreements or those with higher complexity (eg acceptance testing, audit rights, TUPE, step-in rights, benchmarking and exit assistance). It provides the customer’s and supplier’s best positions for each issue, followed by a suggested balanced position (which is not intended to be exhaustive). For a fuller discussion and explanation of each issue, see Practice Note: Negotiation guide—services agreements. For precedent balanced agreements, which put much of what is discussed here and in the negotiation guide into practice, see Precedents: Services agreement—one-off supply—balanced, Services agreement (ongoing supply)—balanced and Framework services agreement—single contract with call-off orders—balanced. This checklist is only relevant for business to business transactions. General service standards (reasonable care and skill, good industry practice or best industry practice) Customer’s

THIS AGREEMENT is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Supplier); and 2 [insert name of party] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Customer) (each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties). Background (A) The Supplier conducts the business of supplying [insert description of services] to other businesses. (B) The Customer conducts the business of [insert description]. (C) The parties have agreed that the Supplier shall supply the Services to the Customer on the terms set out in this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity; Background IPR • means Intellectual Property Rights of the Supplier (or its third-party provider) existing prior to the Commencement Date, or created by the Supplier (or its third-party provider) after the Commencement Date outside of (and unconnected to) this Agreement, and which

This Agreement is made on [date] Parties 1 [insert name of Customer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Customer); and 2 [insert name of Supplier] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Supplier) (each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties). Background (A) The Customer conducts the business of [insert description]. (B) The Supplier conducts the business of supplying [insert description of Services] to other businesses. (C) The parties have agreed that the Supplier shall supply the Services to the Customer on the terms set out in this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity; Affiliate Losses • has the meaning given in clause 33.4; Best Industry Practice • means in relation to any undertaking and any circumstances, the highest degree of professionalism, skill, diligence, prudence and foresight which would be expected from an internationally

This Agreement is made on [date] Parties 1 [insert name of supplier] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Supplier); and 2 [insert name of customer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Customer) (each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties). Background (A) The Supplier conducts the business of supplying [insert description of services] to other businesses. (B) The Customer conducts the business of [insert description]. (C) The parties have agreed that the Supplier shall supply services to the Customer on the terms set out in this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity; Business Day • means a day other than a Saturday, Sunday or bank or public holiday in England; Commencement Date • means [the date of this Agreement OR [insert date]]; Completion • has the meaning given to it in clause 4.2 and Complete, Completed

This Agreement is made on [date] Parties 1 [insert name of Customer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Customer); and 2 [insert name of Supplier] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Supplier) (each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties). Background (A) The Customer conducts the business of [insert description]. (B) The Supplier conducts the business of supplying [insert description of Services] to other businesses. (C) The parties have agreed that the Supplier shall supply the Services to the Customer on the terms set out in this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity; Affiliate Losses • has the meaning given in clause 35.4; Assigned Employees • has the meaning given in paragraph 6.1.2 of Schedule 5; Best Industry Practice • means in relation to any undertaking and any circumstances, the highest degree of professionalism,

This Agreement is made on [date] Parties 1 [insert name of supplier] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Supplier); and 2 [insert name of customer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Customer) (each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties). Background (A) The Supplier conducts the business of supplying [insert description of services] to other businesses. (B) The Customer conducts the business of [insert description]. (C) The parties have agreed that the Supplier shall supply services to the Customer on the terms set out in this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity; Business Day • means a day other than a Saturday, Sunday or bank or public holiday in England; Change • means any change to this Agreement including to any of the Services; Change Request • means a request submitted by a party to effect