Services agreement template (Uganda)
In brief
A precedent services agreement for a provider delivering services to a client.
When to use this
When engaging a provider to deliver services on commercial terms.
When a bespoke document is needed instead: For employment relationships — use a contract of employment instead.
The template
A precedent only. Replace every [PLACEHOLDER] with your own details; it contains no real party data. Have it reviewed before use.
Title
SERVICES AGREEMENT
Date & parties
THIS AGREEMENT is made on [DATE]
BETWEEN [PROVIDER NAME], of [ADDRESS] (“the Provider”) AND [CLIENT NAME], of [ADDRESS] (“the Client”).
1. Services
1.1 The Provider shall provide the services and deliverables described in the Schedule (“the Services”), to the standards and timetable set out there.
2. Fees & payment
2.1 The Client shall pay UGX [AMOUNT] [fixed / per [unit]], plus agreed expenses, invoiced [monthly / on milestones]. 2.2 Payment is due within [DAYS]; late payment bears interest at [RATE].
3. Standard of performance
3.1 The Provider shall perform the Services with reasonable skill and care and with suitably qualified personnel.
4. Intellectual property
4.1 Intellectual property in the deliverables [vests in the Client on payment / is licensed to the Client for [purpose]]. The Provider retains its pre-existing materials, licensing them as needed for the Client to use the deliverables.
5. Confidentiality & data
5.1 Each Party keeps the other’s confidential information secret. 5.2 The Provider processes any personal data only as the Client instructs and in line with data-protection law.
6. Liability
6.1 Neither Party is liable for indirect or consequential loss; the Provider’s total liability is limited to [CAP], except for liability that cannot lawfully be limited.
7. Term & termination
7.1 The term is [TERM]. 7.2 Either Party may terminate on [NOTICE] notice, or immediately for material breach not remedied within [days] or on insolvency; the Client pays for Services performed to termination.
8. General
8.1 The Provider is an independent contractor, not an employee. 8.2 Entire agreement; variation in writing; no waiver; severability; force majeure; governed by the laws of Uganda; disputes resolved by negotiation and then the courts of Uganda.
Schedule — scope & deliverables
[Describe the Services, deliverables, milestones, acceptance criteria and timetable.]
Execution
Provider: ____________ Date: ________
Client: ____________ Date: ________
Drafting notes
- Scope
- Define the Services, deliverables and acceptance criteria precisely in the Schedule to avoid scope disputes.
- IP
- State who owns or licenses the intellectual property in the deliverables and pre-existing materials.
- Liability
- Set a fair liability cap and exclude consequential loss, save where the law forbids.
- Status & data
- Confirm independent-contractor status and address confidentiality and any personal-data processing.
Execution requirements
- Both parties sign; keep a copy each.
- An agreement above the statutory value threshold must be in writing.
- Services are also governed by the supply-of-services legislation where the contract is silent.
Governing law & citations
Governed by the Contracts Act, Cap. 284 (2023 Revision) and the Sale of Goods and Supply of Services Act, 2017.
- Contracts Act, Cap. 284 (2023 Revision) — s.9.