Professional Services
Agreement

PREPARED FOR
[Client Company] 

PREPARED BY
 [Service Provider Company] 

Professional Services Agreement

This Professional Service Agreement (hereinafter referred to as the “Agreement”) is entered into on [Agreement Date]  
 
By and Between 
 
[Client Company] (hereinafter referred to as the “Client”), incorporated at [Client Company Address], and;  
 
[Service Provider Company] (hereinafter referred to as the “Service Provider”), incorporated at [Service Provider Company Address]. 
 
The Client and the Service Provider shall be collectively referred to as the “Parties” and individually as the “Party.”
 
The Client wishes to engage the Service Provider in professional services, the scope and details of which are outlined in this Agreement.

TERMS OF THE AGREEMENT.

1. SCOPE OF SERVICES.

The Service Provider shall provide the client with the following services.
[Services to the Client] 

2. PAYMENT TERMS.

The payment table sets forth the pricing for each of the services provided.

Services	Rate	Quantity	Subtotal
[Service 1 Name]	$[Service 1 Amount]	[Quantity]	$[Subtotal Amount]
[Service 2 Name]	$[Service 2 Amount]	[Quantity]	$[Subtotal Amount]
[Service 3 Name]	$[Service 3 Amount]	[Quantity]	$[Subtotal Amount]
Total (Inclusive of all taxes)			$[Total Amount]

(a) All balances shall be due upon completion of the work or receipt of the invoice. Invoices shall be delivered regularly and are due upon receipt.

(b) The Service Provider may cease work if any balances remain unpaid for a period of [Final Payment Notice Period in Days] day(s).

(c) If the scope of work is modified during the project’s completion, additional costs may occur.

(d) All Clients must maintain a valid credit card on file before the commencement of any work. Credit cards on file will only be charged if a balance is over [Time Period to Charge the Credit Card for Non-Payment] day(s) past due or if the Client specifically opts for one-time or ongoing scheduled payments by credit card.

3. TERM.

(a) The term of this Agreement shall be from the date of execution until completion of the services and payment by the Client.

(b) Except for any material breach of the Agreement by the Service Provider, this Agreement may not be terminated by either Party unless otherwise terminated upon the death or incapacity of either Party.

4. OWNERSHIP.

The Service Provider shall hereby sell, grant, assign, and transfer to the Client all rights, titles, and interests in documentation or materials authored or created by the Service Provider for the Client under this Agreement, including all copyrights, trademarks, renewals, and extensions thereof.

5. CLIENT INSPECTION.

(a) The Client reserves the right to inspect the completed services and the project, provided that the Client shall pay the compensation for any such inspection undertaken.

(b) If any of the services performed by the Service Provider under this Agreement are not subject to the standards outlined in the Agreement or are defective or incomplete, the Client shall reserve the right to bring to the notice of the Service Provider of such discrepancies, upon which the Service Provider shall promptly rectify them within a reasonable time.

6. TAXES.

The Service Provider shall be fully responsible for all taxes and fees due to the local government or any other government concerning the services provided.

7. CONFIDENTIALITY.

All confidential information communicated to and obtained by the Service Provider from the Client in connection with performing the scope of services under this Agreement shall be held by the Service Provider in complete trust. At no time will the Service Provider use any confidential information obtained through conducting this Agreement, either directly or indirectly, for personal benefit or disclose or communicate such information in any manner to any third party. This provision shall remain effective after the termination of this Agreement.

8. TERMINATION.

(a) This Agreement may be terminated by either Party submitting a written notice to the other Party or may immediately be terminated under the following circumstances.

(i) If there is a failure to make a required payment when due;

(ii) In the event of bankruptcy by either Party;

(iii) Failure to make available or deliver the services in the time and manner as described in this Agreement.
 
(b) Upon termination of this Agreement, the Service Provider shall cease reproducing, advertising, marketing, and distributing any material or information pertaining to the Client immediately.

9. INDEPENDENT CONTRACTOR.

The Service Provider shall be retained as an independent contractor. The Service Provider will be fully responsible for payment of its income taxes on all compensation earned under this Agreement. The Client will not withhold or pay any taxes on behalf of the Service Provider. The Service Provider understands that they will not be entitled to any added employee benefits that the Client generally provides for its employees or any statutory employment benefits, including, without limitation, workers' compensation or unemployment insurance.

10. ARBITRATION.

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by arbitration. There shall be [Number of Arbitrators] arbitrator(s) who shall be appointed by [Arbitration Appointing Party Name]. The venue of arbitration shall be [Location of Arbitration], and the Seat shall be [State of Seat]. The arbitrators' decision shall be final and binding on both Parties.

11. ASSIGNABILITY.

Neither Party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party, which shall not be unreasonably withheld.

12. NOTICES.

Any notices required or permitted by this Agreement shall be in writing and delivered by certified mail or courier to the mentioned address.

13. FORCE MAJEURE.

No Party shall be liable or responsible to the other for any loss or damage or for any delays or failure to perform under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, employee strikes, epidemics, war, riots, flood, fire, sabotage, terrorist acts or any other circumstances of like character.

14. MODIFICATION. 

No modification of this Agreement shall be made unless in writing and signed by both Parties.

15. SEVERABILITY. 

Suppose any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction. In that case, all other terms will remain in full force and effect until the Agreement's termination.

16. GOVERNING LAW AND JURISDICTION. 

This Agreement shall be governed by the laws of [Governing Law]. If the disputes under this Agreement are not resolved by arbitration, the disputes shall be resolved by litigation in the courts of [Jurisdiction], including the federal courts therein, and all the Parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to them.

17. LEGAL AND BINDING AGREEMENT. 

This Agreement is legally and bindingly executed in accordance with the laws of [Legal Enforceability_ State]. The Parties hereby warrant that they have the authority and power to enter into the Agreement.

18. ENTIRE AGREEMENT.

This Agreement constitutes the entire understanding of the Parties, revoking and superseding all prior agreements between them, and is intended as a final expression of their agreement. It shall not be modified or amended except in writing, signed by the Parties hereto, and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may conflict with this Agreement.

ACCEPTANCE AND SIGNATURE.

This Agreement has been duly executed by the authorized representatives of the Parties hereto as of the date first set forth above.

[Client Company] 					                                               	

 [Service Provider Company] 

Date:
Name:
Signature:

Date:
Name:
Signature:

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