
Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Free Service Agreement
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SERVICE AGREEMENT
This agreement is made between Harbor & Slate Consulting (the "Provider") and Juniper Retail Group (the "Client").
1. Services. The Provider will provide the Client with the services described in the attached statement of work (the "Services"), with reasonable skill and care. 2. Term. This agreement starts when both parties sign and continues until the Services are complete, unless ended earlier under clause 8. 3. Fees and payment. The Client will pay the fees set out in the statement of work. Invoices are due within 14 days. Overdue sums carry statutory interest at 8% a year above the Bank of England base rate, plus fixed recovery costs, under the Late Payment of Commercial Debts (Interest) Act 1998, and the Provider may suspend work while any invoice is more than 14 days overdue. 4. Scope changes. Work outside the statement of work requires a signed variation stating the change, the fee and any revised timeline. Neither party is bound by a variation until it is agreed in writing. 5. Intellectual property. On payment in full, the Provider assigns to the Client, with full title guarantee, all intellectual property rights in the final deliverables. The Provider keeps ownership of its pre-existing tools, templates and know-how, and grants the Client a perpetual licence to use them as embedded in the deliverables. 6. Confidentiality. Each party will keep the other's non-public information confidential and use it only to perform this agreement. 7. Liability. Each party's total liability under this agreement is capped at the fees paid or payable in the 12 months before the claim, and neither party is liable for indirect or consequential loss. Nothing in this agreement excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law. 8. Termination. Either party may end this agreement on 30 days' written notice. The Client will pay for all work performed to the end date, plus the agreed cancellation fee, if any. Either party may end this agreement immediately if the other materially breaches it and fails to remedy the breach within 14 days of written notice. 9. Relationship. The Provider is an independent contractor. Nothing in this agreement creates an employment relationship, partnership or agency between the parties. 10. Governing law. This agreement is governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of its courts.
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Steven J. Shanker
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Rebecca Babbage
Legal Counsel · Financial Services, Corporate & Governance
UK-qualified solicitor working in-house with regulated entities in financial services

Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies

Juliana Calil
Principal Counsel · Technology & Entertainment
20+ years in-house at Google, Intel, Disney and Looker

Adam Wardel
General Counsel, Data Privacy Officer & AI Advisor
12+ years leading legal & privacy for SaaS and AI companies

John Hoffman
Associate Director, Corporate Counsel · Life Sciences & Technology
20+ years in corporate counsel, incl. senior counsel at Certara

Richard Nohe
General Counsel · Telecom, Cloud & Data Centers
20+ years in-house, regional General Counsel at BT across 30+ countries

Joe Al-Khayat
General Counsel · Technology & High-Growth Companies
Cross-jurisdictional M&A and SaaS contracting across the UK, US & Australia

Joshua Woo
Technology, AI & Privacy Counsel · APAC
Former Goldman Sachs Executive Director for AI, cybersecurity & privacy in APAC

Sahil Verma
International Business & Investment Lawyer
13+ years in business law, investment law & dispute resolution

Matthew Willis
CRO & General Counsel · SaaS
Former President of the ACC's 2,200-attorney Chicago Chapter · JD + Kellogg MBA

Mayowa Ogunrinola
Legal Consultant · Fintech & AI Compliance
Regulatory strategy, AI governance & data protection for fintech and AI

Steven J. Shanker
Partner and Chair of Corporate and Employment Law
25+ years as a corporate & employment attorney in New York

Rebecca Babbage
Legal Counsel · Financial Services, Corporate & Governance
UK-qualified solicitor working in-house with regulated entities in financial services

Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies

Juliana Calil
Principal Counsel · Technology & Entertainment
20+ years in-house at Google, Intel, Disney and Looker

Adam Wardel
General Counsel, Data Privacy Officer & AI Advisor
12+ years leading legal & privacy for SaaS and AI companies

John Hoffman
Associate Director, Corporate Counsel · Life Sciences & Technology
20+ years in corporate counsel, incl. senior counsel at Certara

Richard Nohe
General Counsel · Telecom, Cloud & Data Centers
20+ years in-house, regional General Counsel at BT across 30+ countries

Joe Al-Khayat
General Counsel · Technology & High-Growth Companies
Cross-jurisdictional M&A and SaaS contracting across the UK, US & Australia

Joshua Woo
Technology, AI & Privacy Counsel · APAC
Former Goldman Sachs Executive Director for AI, cybersecurity & privacy in APAC

Sahil Verma
International Business & Investment Lawyer
13+ years in business law, investment law & dispute resolution

Matthew Willis
CRO & General Counsel · SaaS
Former President of the ACC's 2,200-attorney Chicago Chapter · JD + Kellogg MBA

Mayowa Ogunrinola
Legal Consultant · Fintech & AI Compliance
Regulatory strategy, AI governance & data protection for fintech and AI

Steven J. Shanker
Partner and Chair of Corporate and Employment Law
25+ years as a corporate & employment attorney in New York


A tailored agreement, explained clause by clause, with free eSign built in. Ready before your kickoff call.
GitLaw drafts with trusted templates from its library
For most solo and smaller engagements, one combined services agreement is the consensus answer, simpler to negotiate and sign. The MSA + SOW split earns its keep when a client comes back repeatedly: agree the terms once, then a short statement of work per project. GitLaw starts you with the combined agreement and has the MSA + SOW pair ready for when the client grows.
Usually, yes. A contract doesn't need a lawyer's letterhead to bind. It needs the essentials (parties, work, payment, signatures) and clauses that cover the terms that matter for your deal. That second part is where generic templates fall short, and where a tailored draft you've reviewed clause by clause earns its keep.
The contested ones: scope (what's in and what's out), payment terms with a late-payment mechanism, IP ownership on payment, a liability cap, termination with notice, confidentiality, and a change-order route for scope creep. GitLaw includes each one and explains what it does for you.
US: there's no federal rate. A contractual late charge around 1.5% per month is the common norm, subject to state limits. UK: even if the contract said nothing, B2B invoices carry statutory interest at 8% over the Bank of England base rate plus fixed recovery sums (£40 to £100 per invoice) under the Late Payment of Commercial Debts (Interest) Act 1998. GitLaw's UK agreement builds that in expressly.
Not automatically, in either country. In the US, contractor work only counts as 'work made for hire' in nine narrow statutory categories and with a signed writing. Most design, software and marketing work doesn't qualify, so client ownership needs an express assignment. In the UK, the author owns commissioned work by default (Copyright, Designs and Patents Act 1988, s.11). A clear assignment-on-payment clause sets ownership out for both sides, which is where generic templates often fall short.
The UK consultancy variant is drafted with outside-IR35 markers (a substitution right, no mutuality of obligation, contractor control over the method), but status ultimately follows the working reality, and for medium and large clients it's the client who must determine it. Treat the contract as necessary but not sufficient, and take advice on borderline engagements.
A kill fee is a pre-agreed charge (typically 25 to 50% of the remaining fees) if the client cancels mid-project. It turns a dead project into paid time. Scope creep is handled by the change-order clause: new work needs a signed change order with its own fee, so 'quick extras' become billable decisions rather than favours.