[{"data":1,"prerenderedAt":514},["ShallowReactive",2],{"document-professional-services-agreement-D13277":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":165,"customdescription":6,"mdFm":166,"mdProseHtml":513},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SERVICE PROVIDER NAME] (the \"Service Provider\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Collectively, the Company and the Service Provider shall be referred to as the \"Parties.\" WHEREAS, the Company has a requirement of [SPECIFY SERVICES]; WHEREAS, the Service Provider has the professional skills and has expressed interest in performing such services for the Company; WHEREAS, the Parties wish to set forth the terms and conditions upon which such services will be provided to the Company by the Service Provider; NOW, THEREFORE, the Parties agree as follows: ENGAGEMENT FOR PROFESSIONAL SERVICES The Company hereby engages the services of the Service Provider, and the Service Provider agrees to provide the professional services described further herein. The Service Provider shall provide [SPECIFY THE PROFESSIONAL SERVICES] to the Company, attached hereinafter as Exhibit A. FEES For services performed during the Term, the Company will pay the Service Provider at the rate of [SPECIFY RATE] per [HOUR/DAY/MONTH]. TERM The Agreement shall begin as of the date of this Agreement and shall be in effect until terminated by mutual consent expressed in writing signed by both Parties. NO SUB-CONTRACTING The Service Provider is being engaged to perform services within his asserted areas of professional expertise and shall not delegate or sub-contract any portion of the services to be performed hereunder. INDEPENDENT CONTRACTOR RELATIONSHIP No Employment Relationship. The Company and the Service Provider each expressly agree and understand that they are creating an independent contractor relationship, and that the Service Provider shall not be considered an employee of the Company for any purpose. The Service Provider is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by the Company to its employees. The Service Provider is exclusively responsible for all taxes and any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of the services hereunder. No Exclusivity of Services Other Than to Competitors. This Agreement shall not restrict the Service Provider from performing services for other companies or clients or businesses, provided, however, that during the Term of this Agreement, the Service Provider shall not apply, bid, or contract for, or undertake any employment, independent contractor work, or consulting work with any competitor of the Company. The determination of which businesses constitute \"competitors\" of the Company shall be solely within the exclusive discretion of the Company. Performance of Services for Competitors. The Service Provider will notify the Company immediately if, during the Term, he engages, or proposes to engage in the performance of services for any competitor of the Company, or any vendor to or customer of the Company. If the Service Provider performs services, whether as an employee or an independent contractor, for a competitor of the Company during the Term of this Agreement, the Company may terminate this Agreement immediately and without further obligation. Additionally, to avoid the appearance or existence of a conflict of interest during the Term, the Service Provider must fully disclose in advance to the Company the terms of any proposed or actual services for a vendor or customer of the Company, and the Company shall have the right in its sole discretion to disapprove the transaction on conflict of interest grounds, or alternatively, to terminate this Agreement immediately and without further obligation to the Service Provider. DUTIES OF THE SERVICE PROVIDER The Service Provider shall provide the services diligently and as per industry standards. The Service Provider shall not provide misleading information about the Company or its services to any third party. The Service Provider shall follow the terms of the Agreement in good faith. The Service Provider shall for the Term of the Agreement work exclusively with the Company and not work with any other similar and competing company, whether paid or free, to provide the services. The Service Provider shall provide the services for a period of at least [NUMBER OF YEARS] years. The Service Provider shall conduct itself in a professional manner while performing the services for the Company. The Service Provider shall follow diligently the code of conduct established by the Company for Service Providers while offering the services to the Company. SOLICITATION The Service Provider agrees to refrain from any solicitation or recruitment (directly or indirectly) of any of Company's employees during the Term of this Agreement and for a period after the expiration or termination of this Agreement equal in duration to the duration of this Agreement. General solicitation, not directed at the Company's employees, will not constitute a violation of this section. LANGUAGE OF THE AGREEMENT The language of the Agreement shall be the English Language, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of the Agreement. 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Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[92],{"label":93,"url":94},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":98,"descriptionCustom":6,"label":99,"pages":100,"size":9,"extension":10,"preview":101,"thumb":102,"svgFrame":103,"seoMetadata":104,"parents":106,"keywords":105,"url":110},"RETAINER AGREEMENT This Retainer Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [COMPANY NAME] (the \"Consultant\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Client\"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Consultant has a background in [SPECIFY] and is willing to provide services to Client based on this background. Client remains responsible for all of their decisions. WHEREAS, Client desires to have services provided by Consultant. THEREFORE, in consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: DESCRIPTION OF SERVICES Beginning on [DATE], Consultant will provide the following services (collectively, the \"Services\"): Assist Client as they seek to accomplish any of the following: [DESCRIBE THE SERVICES PROVIDED] Additional services such as: [SPECIFY] are also available. services to be performed The manner in which the Services are to be performed and the specific hours to be worked by Consultant shall be determined by Consultant. Client will rely on Consultant to work as many hours as may be reasonably necessary to fulfill Consultant's obligations under this Agreement. RELATIONSHIP OF PARTIES It is understood by the parties that Consultant is an independent contractor with respect to Client, and not an employee of Client. Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Consultant. retainer The Client shall pay to the Consultant a non-refundable retainer fee of $[SPECIFY] where after the Consultant shall reserve its services to the Client for a period of [NUMBER] days (\"Retainer Period\") from date of execution of this agreement and payment of the retainer fee, whichever occurs last. This agreement shall automatically terminate upon completion of the Retainer Period. The Client may terminate this contract at any time during the Retainer Period, with or without cause. In the event of such termination, the Client shall immediately pay the Consultant all sums of money with respect to fees and expenses of the Consultant, up to the date of termination. This agreement only reserves the Consultant's availability for employment by the Client and shall in no way prevent the Consultant from performing work for other clients during the Retainer Period. The Consultant shall not act as an agent for, consultant to, or as an officer, employee, or other representative of any party that has an adverse interest in the matter for which Client has retained the Consultant. The Consultant hereby warrants that there is no conflict of interest between the Consultant's other employment, if any, or other contracts, if any, and the activities to be performed hereunder. The Consultant shall promptly advise Client if a conflict of interest arises in the future. expenses The Consultant is: Responsible for all expenses. The Consultant shall be responsible for all expenses related to providing the Services under this Agreement. This includes, but is not limited to, supplies, equipment, operating costs, business costs, employment costs, taxes, Social Security contributions and/or payments, disability insurance, unemployment taxes, and any other cost that may or may not be in connection with the Services provided by the Consultant including out-of-pocket expenses. OR Reimbursed for only the following expenses: [SPECIFY]. Client agrees to pay the Consultant within [SPECIFY]. days of receiving notice of any expense directly associated with the Services. Upon request by the Client, the Consultant may have to show receipt(s) or proof(s) of purchase for said expense. OR Not required to pay or be responsible for any expense in connection with the Services provided. client's Obligations The customer commits: ","Retainer Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/retainer-agreement-D12703.png","https://templates.business-in-a-box.com/imgs/250px/12703.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12703.xml",{"title":105,"description":6},"retainer agreement",[107,109],{"label":18,"url":108},"business-legal-agreements",{"label":18,"url":108},"/template/retainer-agreement-D12703",{"description":112,"descriptionCustom":6,"label":113,"pages":8,"size":9,"extension":10,"preview":114,"thumb":115,"svgFrame":116,"seoMetadata":117,"parents":119,"keywords":118,"url":122},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":118,"description":6},"service agreement",[120,121],{"label":18,"url":108},{"label":18,"url":108},"/template/service-agreement-D12711",{"description":124,"descriptionCustom":6,"label":125,"pages":126,"size":9,"extension":10,"preview":127,"thumb":128,"svgFrame":129,"seoMetadata":130,"parents":132,"keywords":131,"url":137},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":131,"description":6},"non disclosure agreement nda",[133,134],{"label":18,"url":108},{"label":135,"url":136},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":139,"descriptionCustom":6,"label":140,"pages":141,"size":142,"extension":10,"preview":143,"thumb":144,"svgFrame":145,"seoMetadata":146,"parents":147,"keywords":152,"url":153},"CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CUSTOMER NAME] (the \"Customer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Customer: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Purpose of Agreement Customer desires to retain Developer as an independent contractor to develop the computer software (the \"Software\") described in the Functional Specifications contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Preparation of Development Plan Developer shall prepare a development plan (\"Development Plan\") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include: Detailed Specifications for the Software; A listing of all items to be delivered to Customer under this Agreement (\"Deliverables\"); A delivery schedule containing a delivery date for each Deliverable; and A payment schedule setting forth the amount and time of Developer's compensation. ACCEPTANCE OF DEVELOPMENT PLAN Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE]. Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan. If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect, Customer shall prepare a detailed written description of the objections. Customer shall deliver such objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon written notice to Developer or permitting Developer to modify the Development Plan again under the procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for Customer's obligation to pay Developer all sums due for preparing the Development Plan and the ongoing obligations of confidentiality set forth in the provision of this Agreement entitled \"Confidentiality.\" Payment for Development Plan If the Development Plan is not accepted by Customer and Customer terminates this Agreement, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay Developer the difference. However, Developer's total compensation for preparing the Development Plan shall not exceed [AMOUNT]. Payment [TIME AND MATERIALS AGREEMENT] Developer shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"]. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Development Plan. Each installment shall be payable upon completion of each project phase by Developer and acceptance by Customer in accordance with the provision of this Agreement entitled \"Acceptance Testing of Software.\" Payment of Developer's Costs Customer shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to: All communications charges Costs for providing conversion services for converting Customer's database Media costs Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at [cents per mile] Other expenses resulting from the work performed under this Agreement. Developer shall submit an itemized statement of Developer's expenses. Customer shall pay Developer within [NUMBER] days from the date of each statement. Late Fees Late payments by Customer shall be subject to late penalty fees of [%] per month from the due date until the amount is paid. Materials Customer shall make available to Developer, at Customer's expense, the following materials, facilities and equipment: [LIST] These items will be provided to Customer by [DATE]. Changes in Project Scope If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within [NUMBER] working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement. Changes to the Development Plan shall be evidenced by a \"Development Plan Modification Agreement.\" The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it. Should Developer not approve the Development Plan Modification Agreement as written, Developer will so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.","Custom Software Development Agreement","16",116,"https://templates.business-in-a-box.com/imgs/1000px/custom-software-development-agreement-D787.png","https://templates.business-in-a-box.com/imgs/250px/787.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#787.xml",{"title":6,"description":6},[148,151],{"label":149,"url":150},"Software & Technology","software-technology-business",{"label":149,"url":150},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":155,"descriptionCustom":6,"label":156,"pages":100,"size":9,"extension":10,"preview":157,"thumb":158,"svgFrame":159,"seoMetadata":160,"parents":162,"keywords":161,"url":164},"SUBCONTRACT AGREEMENT This Subcontract Agreement (the \"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SUBCONTRACTOR NAME] (the \"Subcontractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Contractor has entered into, or will hereafter enter into, a general construction contract, henceforth \"The Prime Contract\" with [General Contractor], to perform in accordance with various contract documents and specifications certain work prepared by [architect], henceforth \"Architect\", and/or to furnish labor, materials, supplies, labor and/or goods required to construct the following named and described construction project: [Describe], henceforth \"The Project\", located in [address], and WHEREAS Contractor desires to retain Subcontractor to perform certain contract work in accordance with various contract documents and specifications and/or to furnish labor, materials, supplies, labor and/or goods for The Project; NOW THEREFORE Contractor and Subcontractor agree as follows: SUBCONTRACT WORK Subcontractor shall be employed as an independent contractor and shall provide and furnish all labor, materials, tools, supplies, equipment, services, facilities, supervision, and administration necessary for the proper and complete performance and acceptance of the following portions of the work, hereinafter \"the Subcontract Work\", for the Project, together with such other portions of the drawings, specifications and addendum as related thereto: SEE EXHIBIT A: Scope, Conditions, And List of Attachments SUBCONTRACTOR PRICE In consideration of Subcontractor's performance of this Subcontract, and at the times and subject to the terms and conditions hereinafter set forth, Contractor shall pay to Subcontractor the total sum of [AMOUNT], hereinafter \"subcontract price.\" Said subcontract price is dependent upon the conditions set forth in Exhibit A being met. Should said conditions not be met, the subcontract amount shall be modified accordingly. SPECIAL CONDITIONS The Special Conditions to Subcontract are incorporated in this Subcontract as though fully set forth herein. Subcontractor hereby acknowledges receipt of the Special Conditions. COMMUNICATION AND NOTICE","Subcontract Agreement","https://templates.business-in-a-box.com/imgs/1000px/subcontract-agreement-D172.png","https://templates.business-in-a-box.com/imgs/250px/172.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#172.xml",{"title":161,"description":6},"subcontract agreement",[163],{"label":93,"url":94},"/template/subcontract-agreement-D172",false,{"seo":167,"reviewer":179,"legal_disclaimer":183,"quick_facts":184,"at_a_glance":186,"personas":190,"variants":215,"glossary":242,"clauses":276,"how_to_fill":327,"common_mistakes":368,"faqs":393,"industries":424,"comparisons":449,"diy_vs_lawyer":460,"jurisdictions":473,"related_template_ids_curated":494,"schema":501,"classification":502},{"meta_title":168,"meta_description":169,"primary_keyword":170,"secondary_keywords":171},"Professional Services Agreement Template (Free Word)","Free professional services agreement template covering scope, fees, IP ownership, confidentiality, and termination. Used in 190+ countries. Free Word and PDF download.","professional services agreement template",[172,173,174,175,176,177,178],"professional services contract template","professional services agreement template word","professional services agreement template free","consulting services agreement template","freelance services agreement template","professional services contract free download","service contract template word",{"name":180,"credential":181,"reviewed_date":182},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":185,"legal_review_recommended":183,"signature_required":183,"notarization_required":165},"medium",{"what_it_is":187,"when_you_need_it":188,"whats_inside":189},"A Professional Services Agreement is a legally binding contract between a service provider and a client that defines the scope of work, fees, payment schedule, IP ownership, confidentiality obligations, and termination rights. This free Word download gives you a ready-to-use agreement you can edit online, tailor to your engagement, and export as PDF for execution in minutes.\n","Use it before any paid engagement where a professional — consultant, designer, engineer, coach, or agency — delivers defined services to a client. Execute it before work begins to protect both parties from scope creep, payment disputes, and IP confusion.\n","Scope of work and deliverables, fee structure and payment schedule, IP assignment and ownership, confidentiality and non-disclosure, representations and warranties, limitation of liability, termination rights, and governing law — all in a single structured document.\n",[191,195,199,203,207,211],{"title":192,"use_case":193,"icon_asset_id":194},"Independent consultants","Formalizing engagements with corporate clients before project kickoff","persona-consultant",{"title":196,"use_case":197,"icon_asset_id":198},"Freelance designers and developers","Protecting IP ownership and securing milestone payments on creative projects","persona-freelancer",{"title":200,"use_case":201,"icon_asset_id":202},"Marketing and PR agencies","Defining retainer scope, deliverables, and usage rights for client campaigns","persona-agency",{"title":204,"use_case":205,"icon_asset_id":206},"Small business owners","Hiring an outside professional for a defined project without a full employment arrangement","persona-small-business-owner",{"title":208,"use_case":209,"icon_asset_id":210},"Startup founders","Engaging advisors, coaches, or specialist contractors under clear written terms","persona-startup-founder",{"title":212,"use_case":213,"icon_asset_id":214},"Professional service firms","Standardizing client intake contracts across practice areas and project types","persona-professional-services",[216,219,223,227,230,234,238],{"situation":217,"recommended_template":85,"slug":218},"Engaging a self-employed individual for ongoing or project-based work","independent-contractor-agreement-D160",{"situation":220,"recommended_template":221,"slug":222},"Short-term advisory relationship with a senior expert or board member","Consulting Agreement","consulting-agreement---long-D12543",{"situation":224,"recommended_template":225,"slug":226},"One-time creative deliverable such as a logo, website, or video","Freelance Contract","freelance-contract-D13270",{"situation":228,"recommended_template":99,"slug":229},"Ongoing monthly retainer with a fixed fee and defined hours","retainer-agreement-D12703",{"situation":231,"recommended_template":232,"slug":233},"Software development or technical implementation project","Software Development Agreement","custom-software-development-agreement-D787",{"situation":235,"recommended_template":236,"slug":237},"Simple one-page engagement for low-risk or small-budget projects","Service Agreement (Short Form)","service-agreement-D12711",{"situation":239,"recommended_template":240,"slug":241},"Subcontracting work to another provider as part of a prime contract","Subcontractor Agreement","subcontract-agreement-D172",[243,246,249,252,255,258,261,264,267,270,273],{"term":244,"definition":245},"Scope of Work","A written description of the specific tasks, deliverables, and boundaries of an engagement — what the provider will and will not do.",{"term":247,"definition":248},"Deliverable","A defined, tangible output the service provider is contractually required to produce and hand off to the client by a specified date.",{"term":250,"definition":251},"Milestone Payment","A payment tied to the completion of a defined project phase or deliverable rather than to a calendar date.",{"term":253,"definition":254},"Work for Hire","A legal doctrine under which work created by an independent contractor is owned by the commissioning party — requires explicit written language to apply outside an employment relationship.",{"term":256,"definition":257},"Intellectual Property Assignment","A clause that transfers ownership of all work product, inventions, and deliverables created under the agreement from the provider to the client.",{"term":259,"definition":260},"Limitation of Liability","A clause capping the maximum damages either party can claim under the agreement — typically expressed as a multiple of fees paid in the prior 12 months.",{"term":262,"definition":263},"Indemnification","An obligation by one party to cover the other's legal costs and damages if a third party brings a claim arising from the indemnifying party's actions.",{"term":265,"definition":266},"Force Majeure","A clause excusing a party from performance obligations when extraordinary events outside their control — floods, pandemics, government actions — prevent them from delivering.",{"term":268,"definition":269},"Non-Solicitation","A restriction preventing one party from directly hiring or soliciting the other party's employees or clients during and for a defined period after the engagement.",{"term":271,"definition":272},"Governing Law","The jurisdiction whose laws will be used to interpret the agreement and resolve any disputes arising under it.",{"term":274,"definition":275},"Acceptance Criteria","The specific, measurable standards a deliverable must meet before the client is contractually required to approve and pay for it.",[277,282,287,292,297,302,307,312,317,322],{"name":278,"plain_english":279,"sample_language":280,"common_mistake":281},"Parties and recitals","Identifies the service provider and client as legal entities, states the date of the agreement, and provides a brief background on the nature of the engagement.","This Professional Services Agreement ('Agreement') is entered into as of [DATE] between [SERVICE PROVIDER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Provider'), and [CLIENT LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Client').","Using a trade name or DBA instead of the provider's or client's registered legal entity name — this can make the agreement unenforceable against the intended party.",{"name":283,"plain_english":284,"sample_language":285,"common_mistake":286},"Scope of work and deliverables","Defines exactly what services the provider will perform, what outputs will be delivered, and what is explicitly excluded from the engagement.","Provider shall perform the services described in Schedule A ('Services'). Deliverables include [LIST OF DELIVERABLES] to be submitted by [DATE(S)]. Services do not include [EXCLUSIONS].","Describing the scope in vague terms like 'marketing support' or 'IT consulting' — without specific deliverables, scope creep is inevitable and disputes become impossible to resolve objectively.",{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Fees, invoicing, and payment terms","States the total fee or rate, invoicing schedule, accepted payment methods, and the consequences of late payment.","Client shall pay Provider a fixed fee of $[AMOUNT], invoiced in [installments / full upon execution / milestones]. Payment is due Net [15/30] days from invoice date. Late payments accrue interest at [1.5]% per month.","Omitting a late-payment interest clause — without it, a client who pays 60 days late faces no financial consequence beyond a follow-up email.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Intellectual property ownership","Determines whether IP created during the engagement belongs to the client or the provider, and carves out any pre-existing materials the provider retains.","Upon receipt of full payment, Provider assigns to Client all right, title, and interest in the Deliverables. Provider retains ownership of all Pre-Existing IP listed in Schedule B and grants Client a non-exclusive license to use such Pre-Existing IP solely in connection with the Deliverables.","No IP clause at all — without an explicit written assignment, IP created by an independent contractor typically remains with the creator under copyright law in most jurisdictions.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Confidentiality","Prohibits both parties from disclosing each other's confidential information to third parties during and after the engagement.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. 'Confidential Information' means any non-public information disclosed in connection with this Agreement.","Drafting a one-sided confidentiality clause that only binds the provider — clients share sensitive business data too, and leaving it unprotected creates real exposure.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Representations and warranties","Each party makes binding assurances — the provider warrants the work will be original and professionally delivered; the client warrants it has authority to enter the agreement.","Provider represents that: (a) the Services will be performed in a professional and workmanlike manner; (b) the Deliverables will be original and will not infringe any third-party rights. Client represents that it has full authority to enter into this Agreement.","Including a warranty of fitness for a specific purpose without understanding what it requires — this can expose the provider to claims if a deliverable technically meets specs but does not achieve the client's business goal.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Limitation of liability","Caps the maximum financial exposure of each party under the agreement, typically excluding liability for gross negligence, willful misconduct, and IP infringement.","In no event shall either party's total aggregate liability exceed the fees paid by Client to Provider in the [12] months preceding the claim. Neither party shall be liable for indirect, incidental, or consequential damages.","No liability cap at all — leaving the provider exposed to claims that could dwarf the entire contract value, particularly on technology or financial services engagements.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Term and termination","States the start and end date of the engagement, conditions allowing early termination by either party, and what happens to work in progress on termination.","This Agreement commences on [START DATE] and continues until [END DATE / completion of Deliverables]. Either party may terminate for convenience with [30] days' written notice. Client shall pay for all Services performed through the termination date.","No termination-for-convenience clause — without one, a client who wants to end a project early may be liable for the full remaining contract value regardless of work actually delivered.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Independent contractor status","Clarifies that the provider is not an employee, is responsible for their own taxes and benefits, and has no authority to bind the client.","Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, or agency relationship. Provider is solely responsible for all taxes, insurance, and benefits related to Provider's personnel.","Omitting this clause entirely or having it contradict behavioral provisions that grant the client extensive control over how the work is performed — the combination can trigger employment misclassification audits.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and whether disputes go to court, arbitration, or mediation first.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS / ICDR] in [CITY], except that either party may seek injunctive relief in a court of competent jurisdiction.","Choosing a governing law with no connection to where either party operates or where the work is performed — courts may disregard the clause and apply local law instead.",[328,333,338,343,348,353,358,363],{"step":329,"title":330,"description":331,"tip":332},1,"Enter the legal entity names and agreement date","Use the full registered legal name for both the service provider and the client — not a brand name or DBA. Confirm the correct entity from a corporate registry if in doubt.","Mismatched entity names are the single most common reason a contract cannot be enforced against the party you intended to bind.",{"step":334,"title":335,"description":336,"tip":337},2,"Complete Schedule A with a specific scope of work","List every deliverable, its format, the acceptance criteria, and the due date. If the project has phases, break them out with milestone dates and corresponding payment triggers.","A scope that takes 15 minutes to write saves 15 hours of dispute resolution. If you cannot describe the deliverable in one sentence, keep narrowing it.",{"step":339,"title":340,"description":341,"tip":342},3,"Set the fee structure and payment schedule","Choose a fixed fee, hourly rate, or milestone-based structure. State the currency, the invoicing frequency, and the Net 15 or Net 30 due date. Add a late-payment interest rate — 1.5% per month is standard.","Tie at least 25–30% of the total fee to a payment due before work begins. This filters out clients who are not serious and covers your initial costs.",{"step":344,"title":345,"description":346,"tip":347},4,"Define IP ownership and carve out pre-existing materials","Decide whether the client receives full ownership of all deliverables upon payment or a license only. List any tools, frameworks, code libraries, or templates you created before the engagement in Schedule B — these stay yours.","If you reuse proprietary frameworks or templates across multiple clients, grant a license rather than assigning them — assigning the same IP twice creates serious legal conflicts.",{"step":349,"title":350,"description":351,"tip":352},5,"Set the confidentiality scope for both parties","Make the clause mutual. Define what counts as Confidential Information, specify any standard exceptions (publicly available information, independently developed knowledge), and set the duration — typically 2–3 years post-engagement.","For engagements involving trade secrets, consider a standalone NDA executed before the scoping conversation rather than relying solely on the contract confidentiality clause.",{"step":354,"title":355,"description":356,"tip":357},6,"Insert the limitation of liability cap","Set the aggregate liability cap — typically 12 months of fees paid — and confirm both parties understand it excludes gross negligence, fraud, and IP indemnification claims.","Check whether the client's procurement team has a standard liability position. Large enterprises often require a minimum cap equal to their insurance coverage limit — know this before negotiating.",{"step":359,"title":360,"description":361,"tip":362},7,"Define the term, notice period, and work-in-progress payment","Enter the start date, expected completion date, and the notice period required for termination for convenience (typically 14–30 days). Confirm that fees for completed work remain payable regardless of termination reason.","Include a kill fee — typically 20–30% of remaining contract value — if the client terminates for convenience after a defined point. It compensates for held capacity and lost opportunity.",{"step":364,"title":365,"description":366,"tip":367},8,"Choose governing law and sign before work begins","Select the jurisdiction where you or the client operates and where you could realistically litigate. Both parties must sign — and the agreement should be fully executed — before any work commences.","Use a timestamped e-signature service to capture IP address, date, and identity. This eliminates 'I never signed that' disputes entirely.",[369,373,377,381,385,389],{"mistake":370,"why_it_matters":371,"fix":372},"Vague scope of work","Without specific deliverables and acceptance criteria, every conversation about what is 'done' becomes a negotiation. Clients add requests; providers over-deliver or under-deliver — and neither has a contract to reference.","Write the scope as a list of discrete, measurable deliverables with formats and due dates. Move granular details to a Schedule A so the main contract stays clean and the scope can be updated without full amendment.",{"mistake":374,"why_it_matters":375,"fix":376},"No IP assignment clause","Under copyright law in the US, UK, Canada, and the EU, work created by an independent contractor belongs to the creator — not the client — unless a written assignment exists. A client who paid for a logo, website, or codebase may not legally own it.","Include an explicit IP assignment clause transferring all deliverables to the client upon full payment. Carve out pre-existing IP in a Schedule B and grant a limited license for its use within the deliverables.",{"mistake":378,"why_it_matters":379,"fix":380},"No limitation of liability clause","Without a cap, a $5,000 consulting engagement can expose the provider to a $500,000 damages claim if the client alleges the advice caused a business loss. Professional liability insurance alone is not a substitute for a contractual cap.","Cap aggregate liability at 12 months of fees paid under the agreement. Exclude the cap for gross negligence, fraud, and IP indemnification claims — courts expect these carve-outs and their absence can make the whole clause unenforceable.",{"mistake":382,"why_it_matters":383,"fix":384},"Signing after work has already started","Work performed before execution creates an implied contract on the provider's terms — or the client's — depending on jurisdiction. Restrictive clauses like IP assignment and non-solicitation may be unenforceable if the provider gave no new consideration at signing.","Execute the agreement before the kickoff call. If circumstances require a late signature, add a recital confirming both parties intend the agreement to govern all work from the original start date, and document any new consideration provided.",{"mistake":386,"why_it_matters":387,"fix":388},"Omitting a termination-for-convenience clause","Without one, a client who wants to end a project mid-stream may owe the full remaining contract value. This makes clients reluctant to sign and creates adversarial negotiations when either party wants a clean exit.","Include mutual termination for convenience with 14–30 days' notice. Pair it with a provision requiring the client to pay for all completed work through the termination date, plus any agreed kill fee.",{"mistake":390,"why_it_matters":391,"fix":392},"Using a trade name instead of the registered legal entity","A contract signed by 'Acme Creative' instead of 'Acme Creative LLC' may be unenforceable against the LLC. Collecting a judgment, enforcing an IP assignment, or activating confidentiality obligations requires the correct legal name.","Confirm the full registered name of both parties — including entity type and state or country of incorporation — before filling in the parties block. Cross-reference a corporate registry if the counterparty's structure is unclear.",[394,397,400,403,406,409,412,415,418,421],{"question":395,"answer":396},"What is a professional services agreement?","A professional services agreement is a legally binding contract between a service provider — such as a consultant, designer, engineer, or agency — and a client that defines the scope of work, fees, IP ownership, confidentiality obligations, and termination rights for a specific engagement. It creates enforceable obligations on both sides and replaces informal email chains or verbal understandings as the authoritative record of the agreed terms.\n",{"question":398,"answer":399},"What should a professional services agreement include?","At minimum: legal names of both parties, a specific scope of work with deliverables and acceptance criteria, fee structure and payment schedule, IP ownership and pre-existing IP carve-outs, confidentiality obligations, representations and warranties, a limitation of liability cap, term and termination conditions, independent contractor status, and governing law. Missing any of these creates gaps that courts fill with jurisdiction-specific defaults — often unfavorably for the provider.\n",{"question":401,"answer":402},"What is the difference between a professional services agreement and an independent contractor agreement?","The two documents are closely related and often used interchangeably, but a professional services agreement typically focuses on the specific engagement, deliverables, and project terms, while an independent contractor agreement places greater emphasis on the ongoing relationship, contractor classification, and worker-status representations. For a defined project with deliverables, use a professional services agreement. For a long-term or open-ended arrangement, consider an independent contractor agreement or a retainer agreement.\n",{"question":404,"answer":405},"Who owns the IP created under a professional services agreement?","Unless the contract contains an explicit written assignment, IP created by an independent contractor belongs to the creator — not the client — under copyright law in the US, UK, Canada, and the EU. The \"work for hire\" doctrine applies automatically only to employees and to certain narrow categories of commissioned works in the US. Always include a written IP assignment clause transferring ownership of deliverables to the client upon full payment, and carve out any pre-existing materials the provider intends to retain.\n",{"question":407,"answer":408},"Is a professional services agreement legally binding?","Yes — a professional services agreement is generally enforceable when it is properly executed by both parties, contains an offer, acceptance, and consideration (the exchange of services for fees), and is signed before work begins. Consider having a lawyer review any agreement where the fees exceed $10,000, the engagement is cross-border, the IP is commercially sensitive, or the limitation of liability clause needs to be calibrated to your specific risk profile.\n",{"question":410,"answer":411},"Does a professional services agreement need to be notarized?","No — notarization is not required for a professional services agreement to be enforceable in any major common-law jurisdiction. A signed agreement — including one executed via a timestamped e-signature service — is sufficient. Notarization is typically required only for real estate transactions, certain government filings, and documents intended for use in foreign jurisdictions that require apostilles.\n",{"question":413,"answer":414},"What happens if the client wants to terminate early?","If the agreement includes a termination-for-convenience clause, either party can exit with the required notice — typically 14–30 days — and the client pays for all services delivered through the termination date plus any agreed kill fee. Without such a clause, the client may owe the full remaining contract value. Always include a termination-for-convenience provision with a reasonable notice period to give both parties a clean exit path.\n",{"question":416,"answer":417},"Can I use a professional services agreement for international engagements?","Yes, but cross-border agreements require additional attention. The governing law and dispute resolution clause should specify a jurisdiction accessible to both parties. IP assignment language must comply with the laws of both the provider's and client's jurisdictions — some countries require specific wording or formalities. Currency, VAT or GST obligations, and data-transfer restrictions under GDPR or similar regimes should also be addressed. Consider a lawyer review for any engagement across different legal systems.\n",{"question":419,"answer":420},"What is the difference between a fixed-fee and hourly professional services agreement?","A fixed-fee agreement pays the provider a set amount for delivering defined deliverables, regardless of hours spent — it allocates scope-creep risk to the provider. An hourly agreement pays for time at an agreed rate, with the client bearing the risk of scope expansion. Fixed-fee arrangements suit well-defined projects; hourly arrangements suit open-ended advisory work or projects with uncertain requirements. Milestone-based structures combine both: fixed payments tied to the completion of defined phases.\n",{"question":422,"answer":423},"What is a limitation of liability clause and why does it matter?","A limitation of liability clause caps the maximum damages either party can claim under the agreement — typically set at 12 months of fees paid. Without it, a provider who gives advice that allegedly causes a business loss could face a claim that dwarfs the entire engagement value. Courts generally enforce these caps between commercial parties negotiating at arm's length. The cap should exclude gross negligence, fraud, and IP indemnification claims, which courts expect to remain uncapped.\n",[425,429,433,437,441,445],{"industry":426,"icon_asset_id":427,"specifics":428},"Technology and SaaS","industry-saas","IP assignment covering source code and training data is critical; statements of work are tied to software milestones; limitation of liability caps are negotiated against enterprise procurement standards.",{"industry":430,"icon_asset_id":431,"specifics":432},"Marketing and Creative Services","industry-marketing","Usage rights and licensing versus full IP assignment must be explicitly defined; deliverable formats, revision rounds, and client approval timelines are standard scope inclusions.",{"industry":434,"icon_asset_id":435,"specifics":436},"Management Consulting","industry-professional-services","Confidentiality provisions are extensive given access to financial and strategic data; engagement letters often reference a master services agreement with project-specific statements of work.",{"industry":438,"icon_asset_id":439,"specifics":440},"Construction and Engineering","industry-construction","Professional liability and errors-and-omissions insurance requirements are referenced; deliverables include stamped drawings and reports subject to regulatory review; milestone payments tied to phase approvals.",{"industry":442,"icon_asset_id":443,"specifics":444},"Healthcare and Life Sciences","industry-healthtech","HIPAA Business Associate Agreement language may be required alongside the services agreement; regulatory compliance representations are standard; deliverables may be subject to FDA or IRB approval conditions.",{"industry":446,"icon_asset_id":447,"specifics":448},"Financial and Legal Services","industry-fintech","Engagement letters and master service agreements often incorporate regulatory disclosure requirements; fee arrangements must comply with professional licensing rules; conflict-of-interest representations are standard.",[450,452,455,458],{"vs":85,"vs_template_id":218,"summary":451},"An independent contractor agreement governs the ongoing working relationship between a business and a self-employed individual, emphasizing worker classification, tax treatment, and behavioral independence. A professional services agreement focuses on a specific engagement's deliverables, fees, and IP. For project-based work with defined outputs, use a professional services agreement. For open-ended or recurring arrangements, use an independent contractor agreement or combine both.",{"vs":221,"vs_template_id":453,"summary":454},"consulting-agreement-D13283","A consulting agreement is a close cousin — both establish terms for professional expertise delivered by an external party. The distinction is mainly one of depth and emphasis: a consulting agreement tends to govern advisory relationships with limited tangible deliverables, while a professional services agreement is better suited to project-based engagements where specific outputs, acceptance criteria, and milestone payments are central.",{"vs":99,"vs_template_id":456,"summary":457},"retainer-agreement-D13285","A retainer agreement governs ongoing access to a provider's time at a fixed monthly fee, typically without defined project deliverables. A professional services agreement is project-scoped: it has a defined end state, specific deliverables, and a total fee. Use a retainer for ongoing advisory or availability arrangements; use a professional services agreement for defined-scope projects.",{"vs":236,"vs_template_id":237,"summary":459},"A short-form service agreement is a simplified one-to-two page document appropriate for low-value, low-risk, or routine services. A professional services agreement is a comprehensive legal document covering IP, liability, warranties, and confidentiality in full — appropriate for engagements where the fees, IP stakes, or complexity justify the added detail. Use the short form for simple transactions; use the professional services agreement when the exposure is meaningful.",{"use_template":461,"template_plus_review":465,"custom_drafted":469},{"best_for":462,"cost":463,"time":464},"Freelancers, consultants, and small agencies billing under $25,000 per engagement in a single domestic jurisdiction","Free","20–30 minutes",{"best_for":466,"cost":467,"time":468},"Engagements above $25,000, cross-border clients, sensitive IP, or clients with custom procurement terms","$300–$700 for a 1–2 hour attorney review","2–5 days",{"best_for":470,"cost":471,"time":472},"Enterprise clients, regulated industries, multi-jurisdiction arrangements, or complex IP licensing with equity components","$1,500–$5,000+","1–3 weeks",[474,479,484,489],{"code":475,"name":476,"flag_asset_id":477,"note":478},"us","United States","flag-us","There is no single federal law governing professional services agreements — contract law is largely state-by-state. The 'work for hire' doctrine under 17 U.S.C. §101 applies narrowly to independent contractors; explicit IP assignment language is required for most deliverables. California imposes strict limits on non-solicitation and non-compete clauses. Several states — including New York and Delaware — are common governing-law choices for their well-developed commercial contract precedents.",{"code":480,"name":481,"flag_asset_id":482,"note":483},"ca","Canada","flag-ca","Contract law is provincial in Canada; Quebec operates under civil law while the remaining provinces follow common law. IP created by contractors belongs to the creator unless explicitly assigned in writing — the Copyright Act does not extend the employer IP default to independent contractors. Consumer protection legislation in some provinces may affect agreements with sole proprietors. French-language requirements apply to contracts for provincially regulated businesses operating in Quebec.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"uk","United Kingdom","flag-uk","UK contract law requires consideration and certainty of terms for enforceability. IP created by a contractor belongs to the contractor under the Copyright, Designs and Patents Act 1988 unless assigned in writing. IR35 (off-payroll working rules) may reclassify a contractor as an employee for tax purposes if the agreement or working arrangement reflects employment — include a robust independent contractor clause and review behavioral provisions carefully. The Unfair Contract Terms Act 1977 may limit liability caps in B2C contexts.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"eu","European Union","flag-eu","Contract formation and IP assignment rules vary by member state, but the general principle that IP created by an independent contractor belongs to the creator unless assigned in writing applies across the EU. GDPR compliance is essential when the provider processes personal data on behalf of the client — a Data Processing Agreement (DPA) must accompany or be incorporated into the services agreement. France and Germany have particularly strong provisions protecting service providers against unfair commercial practices and unilateral contract modifications.",[218,222,229,237,495,233,241,496,497,498,499,500],"non-disclosure-agreement-nda-D12692","statement-of-work-D12981","sales-invoice-D383","purchase-order-D1411","intellectual-property-assignment-D5229","mutual-non-disclosure-agreement-D955",{"emit_how_to":183,"emit_defined_term":183},{"primary_folder":108,"secondary_folder":503,"document_type":504,"industry":505,"business_stage":506,"tags":507,"confidence":512},"services-and-consulting","agreement","general","all-stages",[508,504,509,510,511],"professional-services","contract","consulting","scope-of-work",0.95,"\u003Ch2>What is a Professional Services Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Professional Services Agreement\u003C/strong> is a legally binding contract between a service provider — such as a consultant, designer, software developer, engineer, or agency — and a client that governs a specific engagement. It defines what will be delivered, when, for how much, and under what terms, while allocating the legal risks that arise from any professional relationship: IP ownership, confidentiality, liability exposure, and exit rights. Unlike a simple invoice or email confirmation, a properly drafted professional services agreement creates enforceable obligations on both sides and eliminates the ambiguity that escalates billing disputes, scope disagreements, and IP conflicts into costly legal proceedings.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Delivering professional services without a signed agreement exposes both parties to entirely avoidable risk. Without a written scope of work, clients add requests and providers over-deliver — with no contract to reference when the relationship sours. Without an IP assignment clause, a client who commissioned and paid for a website, brand identity, or software module may not legally own it. Without a limitation of liability clause, a single disputed engagement can generate a claim that dwarfs the entire contract value. And without a termination clause, neither party has a clean, defined way to exit. The cost of these gaps is not theoretical: IP ownership disputes, unpaid invoices, and scope-creep disagreements are among the most common commercial disputes between professionals and their clients. This template closes all four gaps in under 30 minutes, giving every engagement a written foundation that protects your work, your payment, and your business.\u003C/p>\n",1781185969182]