Before you sign a service agreement: a checklist for Ontario businesses

Confirm who signs and what the work includes

Use each party’s legal name and confirm who can approve work and sign changes. Define the deliverables, deadlines, client inputs and how work is accepted. If you’re hiring a web designer, for example, say whether the price includes mobile testing, editable files and two rounds of revisions. If you’re doing the work, identify what the client must provide and what happens to the schedule if their approvals are late.

Make the price and change process clear

Specify the deposit, milestones, invoice due dates, taxes and reimbursable expenses. For hourly work, ask whether an estimate is a cap and how overruns will be approved. Put extra work in a written change order that states the new scope, price and timing. Say who can authorize it and what happens if an invoice is disputed.

Decide who can use the work after delivery

List the new deliverables separately from existing templates, code, stock assets and other third-party materials. Specify what the client will own, what it will license, and whether it can edit, reuse or share the work. If rights transfer on final payment, say so. Under Canada’s Copyright Act, an assignment of copyright must be in writing and signed by the owner or an authorized agent. If subcontractors contribute, check that the provider has the rights it promises to pass on.

Agree on confidentiality, data and AI use

Decide whether either party can put confidential material or personal information into third-party tools, including generative AI. If that use is allowed, identify approved tools and purposes, whether data can be used for training, who can access it, how incidents are reported, and when data is returned or deleted. Where personal information will be processed, review the provider’s privacy and security practices alongside the contract.

Plan for a delay, a dispute or an early exit

Check the notice needed to end the agreement and whether a party gets time to fix a breach. Agree on what is payable for work already done and who hands over unfinished files, credentials or records. Read any liability cap, exclusions, indemnity and insurance terms together. Check which law applies and where or how disputes will be resolved.

Official references

• Copyright Act, section 13: ownership and assignments
• Office of the Privacy Commissioner of Canada: assessing third-party service providers