Service agreement: what to include
A good service agreement clearly describes what will be delivered, when, and at what price. Well-defined clauses help prevent conflicts between the parties.
Why the agreement matters
The service agreement organizes the relationship between the party hiring and the party performing the work, putting on record what was agreed. Besides providing security to the parties, it usually serves as a reference should doubts arise about scope, deadlines, or payments. In general, the clarity of the document reduces room for divergent interpretations.
Elements that are usually essential
Every service has its particularities, but certain points usually deserve attention in the drafting to avoid ambiguities and protect both parties.
- A detailed description of the scope and the expected deliverables
- Deadlines, schedule, and the form of acceptance of the services
- Price, payment terms, and adjustment, where applicable
- Each party's responsibilities and limits of action
- Confidentiality and data protection rules, as applicable
- Grounds for termination and consequences of non-compliance
Scope and changes over the course of the agreement
It is common for services to evolve during performance, with additional requests or changes of direction. Providing for how changes will be handled, including with respect to deadlines and amounts, tends to prevent misunderstandings. Defining the scope objectively is usually one of the most sensitive points of the agreement.
Confidentiality and data protection
Many service arrangements involve the exchange of sensitive information, which makes it advisable to address confidentiality and the use of personal data. Where there is data processing, it is common to observe the rules of the Brazilian General Data Protection Law (LGPD). The extent of these clauses depends on the nature of the service.
Frequently asked questions
Does a service agreement have to be in writing?
The law does not always require a written form, but recording the agreement in writing is usually advisable. The document makes it easier to prove what was agreed and helps resolve doubts about scope, deadlines, and payments.
What happens if the service is not delivered as agreed?
It depends on what the agreement provides. In general, the document may establish consequences for non-compliance, such as correction, penalties, or termination. For this reason, it is important to define these scenarios clearly from the outset.
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