How to Draft a Service Contract or Outsourcing Contract — Essential Clauses and the Limits of Standard Forms

Procedure

1. 1. Identify the actual transaction structure

   First set out who does what by when, and how the payment is split and received. Whatever the title of the contract, its substance may be close to a contract for work or a mandate, so write the clauses to fit the actual way the transaction works.

2. 2. Specify the scope of work and schedule

   State the purpose of the service, the scope of work, the contract period and the performance schedule specifically. For a development service, also decide the development scope, the functional specification and whether the source code is to be provided.

3. 3. Payment, inspection and additional work

   Decide the timing and conditions of payment, the standards for inspecting the deliverables and the revision procedure, and how the cost of additional work outside the scope is handled. Most disputes arise from these three matters.

4. 4. Clauses on rights, liability and termination

   Include whether re-entrustment (subcontracting) is allowed, confidentiality, ownership of intellectual property rights, early termination and settlement, and damages and limitation of liability. For an outsourcing contract, also check whether the structure is one in which the other party works as an independent business operator.

Required documents

• No submission form (a contract between the parties that is not filed with any government office; clauses are drafted to fit the actual transaction structure)
• Information on the parties (business registration certificate, certificate of all registered matters of the corporation, etc.)
• Materials describing the work (quotation, proposal, functional specification, etc.)
• Agreed terms on payment and schedule
• Draft contract previously used (if any)

Fees

Agency fees for drafting a contract in the industry start from around several hundred thousand won and vary with the number of clauses, the complexity of the transaction structure, and whether attached specifications are needed, as in a development service. We will inform you after consultation, once we have heard the details of the transaction.

See fees and official charges for this service →

Legal basis and review date

• Civil Act, Article 664
• Civil Act, Article 665
• Civil Act, Article 680
• Civil Act, Article 689
• Labor Standards Act, Article 2

Checked against the statutes on 2026-09-30

Statutes and public notices change, so each case needs to be checked individually. Statute titles are given in English for reference. The Korean statutes are the authoritative text.

Check these first

• If the contract is an outsourcing contract but the person actually works under direction and supervision, it may be regarded as an employment relationship, so the structure must be checked first.

Frequently asked questions