{{company_name}}
{{company_address}}
Phone: {{phone}} | Email: {{email}} | Web: {{website}}
Professional Services Agreement
Professional Services Agreement
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement") is made and entered into as of {{effective_date}} ("Effective Date") by and between:
{{client_company_name}}, a company duly incorporated under the laws of {{client_jurisdiction}}, with its principal place of business at {{client_address}} ("Client"), and
{{service_provider_company_name}}, a company duly incorporated under the laws of {{service_provider_jurisdiction}}, with its principal place of business at {{service_provider_address}} OR {{service_provider_individual_name}}, an individual residing at {{service_provider_address}} ("Service Provider").
1. SCOPE OF SERVICES
The Service Provider agrees to perform the professional services ("Services") as described in Schedule A, attached hereto and incorporated by reference. The Services shall be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards.
Any changes to the scope of Services must be agreed upon in writing by both parties.
2. TERM
This Agreement shall commence on the Effective Date and shall continue until the completion of the Services, unless earlier terminated as provided herein. The estimated completion date for the Services is {{completion_date}}.
3. COMPENSATION
In consideration for the performance of the Services, the Client shall pay the Service Provider a fee of {{currency}} {{amount}} ({{amount_words}}) OR as per the rates specified in Schedule B, attached hereto. Payments shall be made within {{payment_due_days}} days of receipt of an invoice from the Service Provider.
All invoices shall be submitted monthly OR upon completion of agreed milestones OR upon completion of Services.
The Client shall reimburse the Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the performance of the Services. Such expenses must be supported by original receipts.
4. INDEPENDENT CONTRACTOR STATUS
The Service Provider is an independent contractor and not an employee, partner, or agent of the Client. The Service Provider shall be solely responsible for all taxes, national insurance contributions, and other statutory payments arising from the compensation paid under this Agreement.
The Service Provider shall have no authority to bind the Client to any obligations.
5. CONFIDENTIALITY
During the term of this Agreement and thereafter, the Service Provider agrees to keep confidential all non-public information, including but not limited to, trade secrets, business plans, financial data, and client information, disclosed by the Client. The Service Provider shall not use such confidential information for any purpose other than performing the Services.
This obligation of confidentiality shall not apply to information that is publicly available, independently developed by the Service Provider without reference to the Client's confidential information, or required to be disclosed by law.
6. INTELLECTUAL PROPERTY
All intellectual property rights, including copyrights, patents, and trademarks, in any work product created by the Service Provider in the course of performing the Services shall belong to the Client upon full payment of the compensation.
The Service Provider agrees to execute any documents necessary to assign such intellectual property rights to the Client.
7. WARRANTIES AND REPRESENTATIONS
The Service Provider warrants that it has the necessary skills, experience, and resources to perform the Services in a competent and professional manner.
The Service Provider further warrants that the Services will not infringe upon the intellectual property rights of any third party.
8. TERMINATION
Either party may terminate this Agreement upon {{notice_days}} days' written notice to the other party.
Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to remedy such breach within {{cure_period_days}} days of receiving written notice thereof.
Upon termination, the Client shall pay the Service Provider for all Services performed and expenses incurred up to the date of termination.
9. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.
Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{dispute_resolution_jurisdiction}}.
Alternatively, the parties may agree to resolve any disputes through mediation or arbitration in accordance with the rules of {{mediation_arbitration_body}}.
10. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
FOR THE CLIENT:
_____________________________
Name: {{client_signatory_name}}
Title: {{client_signatory_title}}
FOR THE SERVICE PROVIDER:
_____________________________
Name: {{service_provider_signatory_name}}
Title: {{service_provider_signatory_title}}
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