What is a service agreement?

It is a contract under which an independent provider agrees to carry out an assignment for a client for a fee. It sets the scope, deliverables, fee, deadlines and responsibilities. The provider keeps control of how the work is organised.

What is the difference between a service provider agreement and an employment contract?

An employee works under the employer's direction, while a provider organises the assignment independently. In Morocco, a provider working under the client's direction risks reclassification as an employee. In Tunisia, Law No. 2025-9 bans labour-only subcontracting: services between companies are lawful only if they require professional or technical expertise, sit outside the client's main and permanent activity, and the client does not direct the provider's staff.

Does a service agreement have to be in writing?

In Tunisia, writing is mandatory for services between companies covered by art. 30 of the Labour Code. Elsewhere no form is required, but writing is in principle needed as proof above certain amounts, and rules between traders may differ: DZD 100,000 in Algeria, MAD 10,000 in Morocco, EGP 1,000 in Egypt and AED 50,000 in the UAE.

Can a service agreement be signed electronically?

Yes in principle. Electronic transactions and signature laws recognise electronic documents and signatures, subject to each law's conditions. In Algeria, only a qualified signature is equivalent to a handwritten one.

How do you terminate a service agreement?

Termination first follows the events and notice set out in the agreement. In Egypt, the client may terminate before completion by compensating the provider for expenses, work done and lost profit, the latter being reducible by the court. A clear clause on work in progress limits disputes.

Contract templatesBusiness

Service agreement template and the rules country by country

A service agreement, or service provider agreement, sets out how an independent provider performs a defined assignment for a client in return for a fee. Companies, firms and independent professionals use it for consulting, maintenance, software development, marketing or training.

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Reviewed by the E-Tafakna legal team
Updated on 28 October 2026
14 countries covered
English, French, Arabic

Essential clauses

What every template should include before you sign.

Parties and scope of services
Full identification of the parties and a precise description of the services, deliverables and exclusions. A technical schedule avoids disputes over scope.
Provider obligations
Expected service level, resources, quality standards and duty to inform. The agreement states whether the provider owes best efforts or a specific result.
Client obligations
Access to information, premises or systems, a named contact person and approval of each stage within the agreed time.
Fees and payment terms
Fixed fee or time-based billing, payment schedule, invoicing terms, any price review and the consequences of late payment.
Term, deadlines and acceptance
Start date, term or delivery schedule, acceptance procedure for deliverables and handling of reservations.
Provider independence
The provider organises its own work and alone directs its staff. This clause must match how the work is actually performed, with no subordination to the client.
Intellectual property and confidentiality
Ownership of deliverables, scope of any assignment or licence, and protection of information exchanged during and after the assignment.
Liability, insurance and penalties
Liability cap, proof of insurance and any penalty clause for delay or non-performance.
Termination, governing law and disputes
Termination events and notice, treatment of work in progress, governing law and competent court or arbitration.

What changes from one country to another

Pick a country: key points, formalities and reference texts.

Maghreb

Egypt and the Levant

Gulf and peninsula

East Africa

Europe

Country

Tunisia

Maghreb

Since Law No. 2025-9, articles 28 to 30 sexies of the Labour Code ban labour-only subcontracting and regulate services or works contracts between companies.

All templates in Tunisia

Key points

Labour-only subcontracting (supplying workers) is prohibited; security guarding and cleaning are expressly treated as such (new art. 28).
Lawful only if it requires professional or technical expertise, sits outside the client's main and permanent activity, and the client does not direct the provider's staff (arts. 30, 30 bis).
Labour-only subcontracting: 10,000-dinar fine, doubled for a legal entity, and three to six months' prison for repeat offences (art. 29).
Joint liability towards the provider's employee; the employee, CNSS and CNAM have a direct claim against the client, who answers for their health, safety and working hours (art. 30 ter-sexies).
Electronic signature accepted: Law No. 2000-83 applies the rules on written contracts to electronic contracts; no exclusion identified for this agreement.

Formalities

A written contract is mandatory for services or works between companies covered by art. 30 of the Labour Code.
The provider must show payment of wages and contributions within seven days of the due date and provide a financial guarantee (art. 30 ter and quater).

Reference texts

Common mistakes

Describing the services in vague terms, with no deliverables or acceptance criteria.
Drafting a service agreement that in practice covers staff supplied to and directed by the client.
Setting a fee without a payment schedule, price review terms or late-payment consequences.
Leaving ownership of deliverables open, especially for code, content and databases.
Leaving out termination and governing law, particularly between parties in different countries.

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Simple signature, OTP signature or TunTrust qualified signature (DigiGO, Mobile ID) in Tunisia.

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The complete guide

Our complete guide to this contract under Tunisian law.

Read the guide

Frequently asked questions

It is a contract under which an independent provider agrees to carry out an assignment for a client for a fee. It sets the scope, deliverables, fee, deadlines and responsibilities. The provider keeps control of how the work is organised.
An employee works under the employer's direction, while a provider organises the assignment independently. In Morocco, a provider working under the client's direction risks reclassification as an employee. In Tunisia, Law No. 2025-9 bans labour-only subcontracting: services between companies are lawful only if they require professional or technical expertise, sit outside the client's main and permanent activity, and the client does not direct the provider's staff.

Sources

Tunisia: Labour Code, art. 28 to 30 sexies (as amended by art. 2 of Law No. 2025-9 of 21 May 2025)Code of Obligations and Contracts — contract for work (louage d'ouvrage)Law No. 2000-83 of 9 August 2000 on electronic exchanges and commerce
Algeria: Ordinance No. 75-58 of 26 September 1975 on the Civil Code, as amended Civil Code – formation of contract (art. 59, 60, 78, 92, 93, 97) – Legal Doctrine analysis Civil Code art. 333 – written proof above DZD 100,000 (ASJP article)Law No. 15-04 of 1 February 2015 on electronic signature and certification (art. 3, 6 to 9)
Morocco: DOC, Book II, contract for work (louage d'ouvrage)DOC art. 443 (written proof above MAD 10,000), as amended by Law No. 53-05 Law No. 65-99 on the Labour Code
Egypt: Civil Code, Law No. 131 of 1948 – contract for work (muqawala), art. 646 to 667 Civil Code, art. 147 and 148 (binding force, good faith)Law No. 15 of 2004 on electronic signature and the establishment of ITIDA
Saudi Arabia: Civil Transactions Law, art. 2, 31, 33, 178, 179, 295 and 299 Civil Transactions Law – contract for work (muqawala), Watson Farley & Williams note Penalty clause (CTL art. 178-179) – Gibson Dunn note Electronic Transactions Law, art. 10 and 14
United Arab Emirates: Federal Decree-Law No. 25 of 2025 (Civil Transactions Code), contract for work (muqawala) art. 812 to 839; penalty clause art. 340 Federal Decree-Law No. 35 of 2022 (Law of Evidence), art. 66 2025 Civil Code: transitional rules and penalty clause (art. 340)Federal Decree-Law No. 46 of 2021 on electronic transactions and trust services
Qatar: Law No. 22 of 2004 (Civil Code), arts. 64, 171, 172; chapter on contracts for work (muqawala)Note on the muqawala under Qatari law
Oman: Civil Transactions Law (Royal Decree 29/2013), arts. 69, 70, 155, 167 Analysis of the contract for work (muqawala) and the penalty clause, arts. 267, 634, 647 of the Civil Transactions Law Law of Evidence (Royal Decree 68/2008), arts. 41-43
Iraq: Civil Code No. 40/1951, art. 864 et seq. (contract for work / muqawala)Civil Code No. 40/1951, arts. 171 to 174 (late-payment interest)
Yemen: Civil Code (Law No. 14 of 2002), arts. 874, 878 and 881 (contract for work - muqawala)Civil Code (Law No. 14 of 2002), arts. 13, 138, 148, 154 and 195
Lebanon: Code of Obligations and Contracts of 9 March 1932 (COC)Law No. 81 of 10 October 2018 on electronic transactions and personal data
Kenya: Law of Contract Act (Cap. 23)Kenya Information and Communications Act, s. 83B (2011 revised text, amended by the Business Laws (Amendment) Act 2020)
France: Civil Code, art. 1710 (louage d'ouvrage) and arts. 1779, 1787 et seq. (contract for work)Civil Code, art. 1101 et seq. (general law of contracts)
Italy: Codice civile, art. 2222 et seq. (contratto d'opera)Codice civile, art. 1655 et seq. (appalto)

General information, up to date at the date shown. It does not replace legal advice tailored to your situation.

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Service agreement template and the rules country by country

Essential clauses

Parties and scope of services

Provider obligations

Client obligations

Fees and payment terms

Term, deadlines and acceptance

Provider independence

Intellectual property and confidentiality

Liability, insurance and penalties

Termination, governing law and disputes

What changes from one country to another