sure-scale/doc-haus/playbook-services-agreement

This is an executable firm playbook for US commercial services and consulting agreements, reviewed from the customer (services recipient) side. The contract-type and jurisdiction tags for every position below come from this header (commercial services/consulting agreement; US governing law).

Each ## section is one clause type, stated on a fixed schema so the redline tool can paste the firm text byte-exact, the deterministic lint can detect deviation, and document-reviewer can band each clause:

• Preferred — the firm's default opening position. Text inside an

``approved fence is the firm-approved replacement text — copy it byte-exact into the redline tool's replacement` arg.

• Fallbacks — acceptable rungs below Preferred, each introduced by the

"when" condition that justifies offering it (the "offer when" trigger). Text inside an ```approved-fallback fence is the firm's fallback text, to be used only when its stated condition is met.

• Unacceptable — the walk-away floor: the position the firm does not concede

below without a human decision.

• Rationale — why the position sits where it does.

These positions are firm-configurable defaults, calibrated to be market-balanced rather than aspirational. The matter's .dochaus/profile.md (see the firm-profile skill) overrides any Preferred, fallback, or floor here; where it is silent, these defaults apply. When a counterparty term sits at or below the Unacceptable floor, do not concede: escalate to the supervising lawyer for the matter, or to the contact named in the profile's Escalation Rules. The escalation is addressed to that role, not a named person, so the position outlasts any individual assignment.

Jurisdiction guard: The positions below reflect US commercial market practice and assume a US governing law. If the agreement's governing law is outside the United States, do not apply this playbook; flag the mismatch instead of adapting the clauses. Enforceability of particular terms varies by state — treat the positions as market reference points, not statements of law.

Scope of services and statements of work

Preferred: All services are performed under written statements of work that incorporate the agreement, with a written change-order process; neither party is obligated by, or pays for, work outside an executed SOW or change order.

Provider shall perform the services described in one or more statements of work
executed by both parties (each, an "SOW"). Each SOW is governed by and
incorporates this Agreement, and in the event of a conflict between an SOW and
this Agreement, this Agreement controls unless the SOW expressly identifies the
conflicting provision and states that it controls. Any change to the scope,
schedule, deliverables, or fees of an SOW is effective only when set out in a
written change order executed by both parties. Customer has no obligation to pay
for services performed, or expenses incurred, outside an executed SOW or change
order.

Unacceptable: services defined only by a vague recital with no SOW mechanism; changes to scope or fees effective by email or by the provider's notice alone; an SOW permitted to override the agreement's liability, indemnity, or IP terms without expressly saying so.

Rationale: SOW discipline is the control surface for the whole agreement: it bounds fees, defines acceptance, and prevents the provider from converting informal requests into billable scope. Silent SOW-over-master precedence lets negotiated protections be undone in later paperwork that legal never sees.

Payment terms

Preferred: Invoices payable net thirty days, fees fixed for the SOW term, pre-approved expenses only, and a good-faith dispute right that suspends only the disputed portion.

Provider shall invoice Customer as set forth in the applicable SOW. Undisputed
amounts are due within thirty (30) days after Customer's receipt of a correct
invoice. Customer may withhold any amount it disputes in good faith, provided it
pays the undisputed portion and notifies Provider of the basis for the dispute,
and the parties shall work in good faith to resolve the dispute promptly. Fees
are fixed for the term of the applicable SOW. Customer shall reimburse only
reasonable, documented out-of-pocket expenses approved by Customer in advance in
writing. Except as stated in an SOW, each party bears its own taxes, and Customer
is not responsible for taxes based on Provider's income.

Fallbacks: when the provider has genuine working-capital constraints and the engagement is short.

Provider shall invoice Customer as set forth in the applicable SOW. Undisputed
amounts are due within fifteen (15) days after Customer's receipt of a correct
invoice. Customer may withhold any amount it disputes in good faith, provided it
pays the undisputed portion and notifies Provider of the basis for the dispute.
Customer shall reimburse only reasonable, documented out-of-pocket expenses
approved by Customer in advance in writing.

Unacceptable: payment due on receipt or in fewer than fifteen days; automatic late fees or interest accruing on disputed amounts; a provider right to suspend all services for nonpayment of a disputed invoice; uncapped or unapproved expense pass-through; rate increases during an SOW term.

Rationale: Net thirty with a carve-out for good-faith disputes is the US commercial baseline. The dispute mechanics matter more than the day count: if disputed amounts accrue interest or trigger suspension, the customer's only leverage over defective work disappears.

Intellectual property in deliverables

Preferred: Deliverables are owned by the customer on payment as work made for hire (with a backup assignment); the provider retains its pre-existing materials and general know-how but grants a broad license to whatever pre-existing materials are embedded in the deliverables.

Subject to Provider's receipt of payment for the applicable deliverable, all
deliverables specified in an SOW are works made for hire for Customer to the
extent permitted by applicable law, and Provider hereby assigns to Customer all
right, title, and interest in and to the deliverables, including all intellectual
property rights therein, to the extent they are not works made for hire. Provider
retains all right, title, and interest in and to its pre-existing materials,
tools, methodologies, and generalized knowledge and skills ("Provider
Materials"). To the extent any Provider Materials are incorporated into or
necessary to use a deliverable, Provider grants Customer a perpetual,
irrevocable, worldwide, non-exclusive, royalty-free, sublicensable license to
use, reproduce, modify, and distribute such Provider Materials as part of the
deliverables. Provider shall not incorporate any third-party or open-source
materials into a deliverable without Customer's prior written approval.

Fallbacks: when the provider's business model depends on reusing deliverable components and the customer does not need exclusivity.

Provider retains ownership of the deliverables and of its pre-existing materials,
tools, and methodologies. Upon Provider's receipt of payment for the applicable
deliverable, Provider grants Customer a perpetual, irrevocable, worldwide,
non-exclusive, royalty-free, fully paid-up license to use, reproduce, modify,
distribute, and create derivative works of the deliverables for Customer's
business purposes, including the right to sublicense to Customer's affiliates and
contractors acting on Customer's behalf. Provider shall not incorporate any
third-party or open-source materials into a deliverable without Customer's prior
written approval.

Unacceptable: provider ownership of deliverables with only a terminable or revocable license back; any assignment to the provider of the customer's pre-existing intellectual property or data; ownership conditioned on payment of amounts disputed in good faith; silence on embedded third-party or open-source components.

Rationale: The customer pays for the deliverables and should own them; the provider legitimately keeps its toolkit. The embedded-materials license is the clause that makes ownership real — owning a deliverable you cannot lawfully run or modify is worthless. Work-made-for-hire status depends on the work's category under US copyright law, which is why the express backup assignment is required rather than optional.

Warranties

Preferred: The provider warrants professional, workmanlike performance conforming to the SOW, non-infringement, and compliance with applicable law, with re-performance or refund as the first-line remedy for nonconforming services.

Provider represents and warrants that: (a) the services will be performed in a
professional and workmanlike manner consistent with generally accepted industry
standards by appropriately qualified personnel; (b) the services and deliverables
will conform in all material respects to the specifications in the applicable
SOW; (c) to Provider's knowledge, the deliverables do not infringe or
misappropriate any third party's intellectual property rights; and (d) Provider
will comply with all laws applicable to its performance of the services. For any
breach of the warranty in clause (a) or (b), Customer's initial remedy is for
Provider to re-perform the nonconforming services or correct the nonconforming
deliverable at no charge within thirty (30) days of notice; if Provider fails to
do so, Customer may terminate the applicable SOW and receive a refund of fees
paid for the nonconforming services or deliverable. This remedy is in addition
to, and not in lieu of, Customer's other rights and remedies under this
Agreement.

Fallbacks: when the provider insists that re-performance and refund be the exclusive remedy for the performance warranty.

Provider represents and warrants that: (a) the services will be performed in a
professional and workmanlike manner consistent with generally accepted industry
standards by appropriately qualified personnel; (b) the services and deliverables
will conform in all material respects to the specifications in the applicable
SOW; and (c) Provider will comply with all laws applicable to its performance of
the services. For any breach of the warranty in clause (a) or (b), Customer's
exclusive remedy is for Provider to re-perform the nonconforming services or
correct the nonconforming deliverable at no charge within thirty (30) days of
notice and, if Provider fails to do so, termination of the applicable SOW and a
refund of fees paid for the nonconforming services or deliverable. This
exclusivity does not limit Customer's rights under the indemnification or
limitation of liability provisions of this Agreement.

Unacceptable: services provided entirely "as is"; a warranty period shorter than thirty days from delivery or acceptance; a disclaimer that also disclaims the express warranties given in the agreement; an exclusive remedy that swallows the indemnities.

Rationale: Professional-services warranties are about conformance and competence, not perfection. The re-performance ladder gives the provider a fair cure path while preserving refund and termination as the backstop; the fallback concedes exclusivity only for the performance warranty and expressly preserves the indemnity, which is the concession providers actually need.

Indemnification

Preferred: The provider indemnifies against third-party claims of IP infringement and claims arising from bodily injury, property damage, or the provider's gross negligence or willful misconduct, with a standard control-of-defense procedure and IP mitigation options.