Consultancy / Agency
When: Professional services engagement
- Master agreement + SOW template.
B2B Service Agreement
Service Agreement Drafting in India Scope, money and exit, written down before the work starts
An advocate we work with drafts your service agreement: scope and deliverables, fees and payment dates, taxes and TDS, IP ownership, confidentiality, termination and how a dispute gets decided. Regikart supplies the tax and compliance inputs and coordinates the drafting.
Reviewed by an advocate we work with · Last updated 24 September 2026
Send the engagement details. We tell you what the agreement must cover and quote the fee in writing before any work starts.
Advocate-drafted agreement3-5 working days from documentsBest for: Agencies, consultants, freelancers and B2B vendors entering paid engagements.
Starting at
₹1,999
Service Agreement
Agencies, consultants, freelancers and B2B vendors entering paid engagements.
Advocate-drafted agreement
Drafting or review of an agreement sent to you
No government fee to draft a contract
Stamp duty depends on your state
Timeline
3-5 working days from documents
What it is
Service Agreement, explained in plain English.
A service agreement is a written contract between a service provider and a client. It records what will be delivered, for how much, by when, who owns the output, what stays confidential, and what happens if either side wants out. It is governed by the Indian Contract Act, 1872.
If the vendor supplies manpower or staff to work at your premises, see our page on the contract labour licence as well.
Routes & scenarios
Match the situation to the right fix.
SaaS Subscription
When: Software-as-a-service deployments
- Service-level + data-processing terms.
Vendor Supply
When: Recurring service vendor
- Framework agreement with annexures.
What a service agreement must cover
Eleven clauses do the real work. If any of them is missing, the dispute you have later will be about that clause.
| Clause | What it decides | What goes wrong without it |
|---|---|---|
| Scope and deliverables | What you will deliver, in what form, and what counts as done | Endless revisions, because done was never defined |
| Fees and payment terms | Amount, currency, invoice dates, due dates, late-payment interest, who bears bank charges | Payment drifts, and you have no basis to charge interest |
| Taxes | Whether the fee is inclusive or exclusive of GST, and that the client may deduct TDS | Arguments about whether GST was in the quoted price |
| Term and termination | How long it runs, notice to terminate for convenience, termination for breach, what is payable on exit | You cannot leave a bad engagement, or you leave and lose the money already earned |
| IP ownership | Who owns the deliverable, when ownership passes, what the provider keeps as background IP, licence to use tools and libraries | The client assumes they own your codebase or your templates |
| Confidentiality | What is confidential, for how long, what the carve-outs are | Client data and your pricing both leak |
| Non-solicit | Neither side hires or poaches the other's staff or clients for a stated period | Your team is hired by your client |
| Limitation of liability | A cap on what either side can be made to pay, and what is excluded from the cap | One bad month becomes unlimited exposure |
| Indemnity | Who pays if a third party sues, typically for IP infringement or data breach | Both sides believe the other is responsible |
| Force majeure | What events excuse performance and what happens to fees during them | Neither side knows whether the contract is alive |
| Governing law and dispute resolution | Indian law, the courts of a named city, or arbitration with a named seat, number of arbitrators and language | The dispute starts with a fight about where the dispute is heard |
On the last row, name the seat of arbitration, not only the venue. The seat decides which court supervises the arbitration under the Arbitration and Conciliation Act, 1996. Leaving it out is the most common drafting gap we see in agreements sent to us for review.
Contractor or employee? Get this right first
A service agreement is for an independent contractor. If the relationship actually looks like employment, calling the document a service agreement does not change what it is.
Signs a regulator or a court reads as employment: fixed hours you control, a reporting manager, company email and equipment, leave approvals, exclusivity, a monthly fixed payment described as salary, and no right for the person to subcontract.
Why it matters in money terms. If the engagement is really employment, provident fund and ESI dues can be raised against you with interest and damages, the person may claim gratuity and notice pay, and the four labour codes that came into force on 21 November 2025 require a written appointment letter for every worker. Read our offer letter and appointment letter page if that is the document you actually need.
What to do instead. Keep the contractor's independence real in the drafting: deliverable-based fees, no leave entitlement, no reporting line, the contractor's own tools, and a right to work for others. If you want the control, hire the person and issue an appointment letter.
GST and TDS on service payments
Two tax clauses decide who is out of pocket. Write both into the agreement rather than settling them at invoice time.
GST. A service provider must register once aggregate turnover crosses ₹20 lakh in a financial year, or ₹10 lakh in the special category states. Under GST 2.0, in force from 22 September 2025, the main slabs are 5% and 18%. Say in the agreement whether the fee is exclusive of GST, and that GST will be charged at the rate in force on the invoice date. See GST registration if you are not yet registered.
Cross-border work. If your client is outside India, the place of supply is usually the recipient's location, but section 13 of the IGST Act, 2017 has special rules for some services, so check yours before invoicing. A supply of services counts as an export under section 2(6) of the IGST Act only if all five conditions are met, including payment in convertible foreign exchange or in rupees where the RBI permits it. Exports are zero-rated under section 16 of the IGST Act: file a Letter of Undertaking and invoice without IGST, or pay IGST and claim it back. If you are the Indian payer sending money abroad for services, the remittance may need Form 15CA and 15CB.
TDS. For FY 2025-26 under the Income-tax Act, 1961, a client paying professional or technical fees deducts tax under section 194J: 10% on professional fees, 2% on fees for technical services, and 20% where no PAN is furnished. No deduction is required where payments to you in the financial year stay within ₹50,000. Individuals and HUFs who were not subject to tax audit in the preceding year are generally outside section 194J. The agreement should say that the client deducts TDS where the law requires it, issues Form 16A, and pays the balance. See TDS filing for the deductor's side.
For Tax Year 2026-27 onwards the Income-tax Act, 2025 applies, in force from 1 April 2026. We have not published the corresponding section number for professional-fee deduction under that Act, so the agreement should refer to tax deductible at source under the applicable law rather than to a single section.
What to check before you sign an agreement sent to you
Clients and platforms send their own paper. Nine lines decide whether you should sign it.
| Check | What to look for | Red flag |
|---|---|---|
| Payment trigger | Is payment due on invoice, on acceptance, or on the client's own client paying? | On receipt of payment from our customer |
| Acceptance | Is there a deadline for the client to accept a deliverable, with deemed acceptance after it? | No deadline, so nothing is ever accepted |
| Change control | Is extra work priced, or absorbed? | Reasonable additional requests at no extra cost |
| IP | Does ownership pass on full payment, or on delivery? | Ownership passes on delivery, payment optional |
| Liability | Is your cap a multiple of fees, and is the client's cap the same? | Your liability is uncapped, theirs is capped |
| Indemnity | Is it limited to your own IP infringement and your own breach? | You indemnify all claims arising from the services |
| Termination | Can the client terminate for convenience on short notice with nothing payable? | 7 days notice, no payment for work in progress |
| Non-compete | Are you barred from working for an entire sector? | A post-term restraint wider than confidentiality and non-solicit |
| Dispute resolution | Is the seat a city you can actually litigate or arbitrate in? | Seat in a city where neither party is located |
We mark up the document, list what to push back on, and the advocate issues the redraft. See our NDA page if confidentiality is the only thing you need covered.
Signing, e-signature and stamping
A service agreement does not have to be registered anywhere and does not have to be notarised. Signature by both sides is what makes it binding.
Electronic signature. Sections 5 to 8 of the Information Technology Act, 2000 give legal recognition to electronic signatures, and section 1(4) with the First Schedule lists the documents those sections do not reach. After the amendment notified on 26 September 2022 and published on 6 October 2022, the excluded list is a negotiable instrument other than a cheque (with a carve-out for demand promissory notes and bills of exchange issued in favour of or endorsed by an entity regulated by the RBI, NHB, SEBI, IRDAI or PFRDA), a power of attorney under the Powers-of-Attorney Act, 1882 (with a carve-out where it empowers such a regulated entity), a trust under the Indian Trusts Act, 1882, and a will or other testamentary disposition. Contracts for the sale or conveyance of immovable property were removed from the excluded list by that amendment.
A service agreement is not on that list. It can be signed electronically.
Stamping. Stamp duty on an agreement is a state levy under the relevant State Stamp Act, and the registration fee, where registration is sought, is under that state's Table of Fees under the Registration Act, 1908. There is no central rate and no national schedule. The amount depends on the state, the value and the type of document, and we confirm it before execution. Where your state offers e-stamping, we tell you; it is not available in the same form everywhere.
Service agreement fees
| Item | Amount |
|---|---|
| Regikart professional fee, drafting a service agreement | From ₹1,999 |
| Review and markup of an agreement sent to you | Quoted in writing after we see the document |
| Government fee to draft or sign a contract | No government fee |
| Stamp duty | A state levy. Depends on the state, the value and the type of document. Confirmed before execution. |
| Notarisation, if you want it | Notary's charge at actuals |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 24 September 2026.
Know what your agreement must say?
Send the engagement details. We confirm the clause list and quote in writing before any drafting starts.
The process
How it works
1
Brief
You send the parties, the scope, the fee and payment dates, the IP position and anything already agreed by email.
2
Clause list and quote
We confirm which of the eleven clauses your engagement needs, flag the tax and compliance points, and quote the fee in writing.
3
Drafting
The advocate drafts the agreement and marks the clauses you should read closely.
4
One round of changes
You send comments, the advocate issues the revised draft.
5
Execution
Both sides sign, on paper or electronically, with stamping and notarisation as your state requires.
Documents required
What we'll need from you.
Send these by email or WhatsApp. Nothing here is filed with any department, so there is no portal and no rejection risk. We read what you send before the draft starts.
Party names and addresses
Scope of work / deliverables
Fee schedule
Existing NDA (if any)
Reference templates
Other legal documents
Contract drafting and review · NDA · Offer letter · Power of attorney · Affidavit · Legal notice · Recovery notice
Client not paying under the agreement? We can send a legal notice or help you recover unpaid invoices. Questions about your case: contact us.
Service Agreement FAQ
Service agreement questions, answered.
Not sure a service agreement is the right document? Tell us about the engagement and we will say which document fits.
Still have questions?
Send us the engagement details and we will tell you what the agreement needs to cover and quote the fee in writing.
Get my agreement drafted →Eleven clauses: scope and deliverables with an acceptance test, fees and payment dates with late-payment interest, taxes including GST and TDS, term and termination, IP ownership, confidentiality, non-solicit, a limitation of liability, indemnity, force majeure, and governing law with dispute resolution. If you use arbitration, name the seat, the number of arbitrators and the language.
Ready when you are
Get your service agreement drafted
Tell us about the engagement: who the parties are, what is being delivered, what is being paid and when, and who should own the output. Fee quoted in writing before work starts. No government fee to draft a contract.
Call +91 70444 94804 or email [email protected]. Offices in Kolkata (head office), Delhi and Bengaluru.