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Preliminary Services Agreement Template for England and Wales

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Key Requirements PROMPT example:

Preliminary Services Agreement

"I need a Preliminary Services Agreement for an IT consultancy to conduct a 3-month feasibility study starting March 2025, including data protection provisions and requirements for transition to a main development contract if the study is successful."

Document background
A Preliminary Services Agreement is commonly used when parties need to undertake initial work or investigations before committing to a larger project. This agreement, governed by English and Welsh law, enables the service provider to commence preliminary work while protecting both parties' interests. It typically covers scope definition, payment terms, intellectual property rights, and conditions for proceeding to the main contract. The agreement is particularly useful in complex projects where feasibility studies, initial designs, or preliminary assessments are required before full project commitment.
Suggested Sections

1. Parties: Identifies the contracting parties and their details

2. Background: Sets out context and purpose of the preliminary services

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Services: Details the preliminary services to be provided

5. Duration: Specifies term and termination provisions

6. Fees and Payment: Outlines payment terms and fee structure

7. Obligations of the Parties: Lists key responsibilities of each party

8. Confidentiality: Provisions for protecting confidential information

9. Liability and Indemnities: Defines liability limits and indemnification obligations

10. Governing Law and Jurisdiction: Specifies English and Welsh law as governing law and jurisdiction

Optional Sections

1. Intellectual Property Rights: Include when services involve creation or use of intellectual property

2. Data Protection: GDPR and data protection obligations for personal data processing

3. Non-Compete: Restrictions on competitive activities when protecting business interests

4. Force Majeure: Provisions for unforeseen circumstances in long-term or high-value services

5. Insurance: Insurance requirements when specific coverage needs to be maintained

Suggested Schedules

1. Schedule 1 - Services Description: Detailed specification of preliminary services

2. Schedule 2 - Fees and Payment Schedule: Breakdown of fees, rates and payment milestones

3. Schedule 3 - Service Levels: Performance metrics and quality standards

4. Schedule 4 - Key Personnel: Details of key staff involved in service delivery

5. Schedule 5 - Form of Main Agreement: Template or key terms of the main agreement to follow (if applicable)

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
















Clauses






























Industries

Contracts (Rights of Third Parties) Act 1999: Governs whether third parties can enforce terms of the contract and defines the extent of third-party rights in contractual agreements

Supply of Goods and Services Act 1982: Sets out implied terms for service contracts and defines standards for service provision, including the requirement for reasonable care and skill

Consumer Rights Act 2015: Applicable for B2C contracts, establishing statutory rights and remedies for consumers in service agreements

Unfair Contract Terms Act 1977: Regulates exclusion and limitation clauses and determines what contractual terms may be considered unfair or unenforceable

Data Protection Act 2018 and UK GDPR: Governs personal data processing requirements and data protection obligations in service relationships

Employment Law Framework: Ensures the agreement doesn't create unintended employment relationships and addresses IR35 implications for contractor arrangements

Intellectual Property Rights Legislation: Includes Copyright, Designs and Patents Act 1988 and Trade Marks Act 1994 for protecting and managing intellectual property in service agreements

Financial Services and Markets Act 2000: Regulatory framework for services relating to regulated financial activities and compliance requirements

Modern Slavery Act 2015: Establishes compliance requirements for service chains to prevent modern slavery and human trafficking

Bribery Act 2010: Sets out anti-corruption provisions and compliance requirements for business relationships and service agreements

Common Law Principles: Fundamental contract law principles including offer, acceptance, consideration, intention to create legal relations, and capacity to contract

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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