The Services Agreement is intended to be used where a technology supplier is providing various
services to a customer.
In cases where the services to be provided are comprehensive, and may
include software, hardware, maintenance, support, training, testing and professional services, it
can be very confusing and complicated to use different legal agreements for each type of service
The Services Agreement is a single agreement which may be used for the provision of computer
hardware, computer software, support, maintenance, training, testing, professional services, and
the supply of third party computer hardware and software.
The Services Agreement contains
software license provisions and contains provisions to cover both the situation in which software
is owned by the Supplier and is merely licensed to the Customer and the situation in which
software is developed for the Customer and upon completion becomes the property of the
The precedent Services Agreement which follows contemplates the existence of one or more
Statements of Work.
The Statement of Work is similar to a purchase order, and contains a
precise description of the goods and/or services to be provided, and some of the terms on which
those goods and/or services will be provided (e.g. price, delivery date, specifications of hardware
and software, description of services, deliverables, installation date, testing and acceptance
The purpose of using the Statement of Work, rather than providing for all of
these matters in the Services Agreement, is to provide the supplier with the greatest amount of
consistency and flexibility.
The supplier can use the same form of agreement for all of its
customers, knowing that the only terms which vary from one customer to another are set out on
the Statements of Work.
Accordingly, the supplier does not need to review each contract to
determine what subtle differences there may be from one to another.
In addition, because the
Services Agreement contemplates multiple Statements of Work for one customer, a supplier can
change or add to the services being supplied to a customer simply by preparing an additional
Statement of Work.
For suppliers that have a large sales force, it is economical and practical to educate them on the
provisions of one comprehensive contract, and give salespeople limited authorization to prepare
Statements of Work, while not authorizing them to amend the terms of the Services Agreement.