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Professional Service Agreement

Used 4,872 times

Customize this professional service agreement for your project that cover crucial aspects of outsourcing professional services.

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Professional Service Agreement

Image 1

Created by:

[Service Provider.FirstName][Service Provider.LastName]

[Service Provider.Company]

[Service Provider.StreetAddress][Service Provider.City][Service Provider.State][Service Provider.PostalCode]

Prepared for:




This Professional Service Agreement ("Agreement") is entered into on (Date), by and between [Client.Company], hereinafter referred to as the "Company," and [Service Provider.Company], hereinafter referred to as the "Service Provider."

Identification of Parties

The Service Provider

Legal Entity Name: [Service Provider.Company](Insert Service Provider's Legal Entity Name)

Principal Place of Business: (Insert Service Provider's Principal Place of Business)

The Client

Legal Entity Name:[Client.Company](Insert Client's Legal Entity Name)

Principal Place of Business: (Insert Client's Principal Place of Business)

Scope of Services

Description of Services

The Service Provider shall render the following professional services to the Client as set forth below:

  • (Insert detailed description of the specific professional services to be provided by the Service Provider)

Terms of Engagement

This Professional Service Agreement ("Agreement") shall become effective on (Commencement Date), hereinafter referred to as the "Effective Date."

The engagement under this Agreement shall continue for a period of (Insert Duration) and shall automatically terminate upon the expiration of said period unless terminated earlier in accordance with the terms herein.

The parties acknowledge that the engagement may be extended or terminated under the following conditions:


The engagement may be extended by mutual written agreement of the parties, subject to any amendments to the terms, scope, or compensation, as may be mutually agreed upon.

Termination for convenience

Either Party may terminate this Agreement for convenience with (Notice Period) written notice to the other Party. In such cases, the Client shall pay for services rendered up to the date of termination and any reasonable costs associated with the termination.

Termination for cause

Either Party may terminate this Agreement for cause with immediate effect upon a material breach by the other Party, provided that the non-breaching Party has given written notice specifying the nature of the breach and affording the breaching Party (Cure Period) days to cure the breach. The Agreement may be terminated if the breach is not cured within the specified Cure Period.

Termination due to Force Majeure

In the event that the performance of services under this Agreement is prevented or delayed by circumstances beyond the control of the Parties, including but not limited to acts of God, natural disasters, acts of government, and other force majeure events, the parties shall have the right to terminate this Agreement without liability, subject to applicable legal requirements.

Termination on expiry

This Agreement shall automatically terminate upon the expiration of the agreed-upon duration, as specified in this Agreement.


Fee Structure

The fees for services provided under this Agreement shall be determined based on a (fixed fee, hourly, monthly, annual) rate.

(Insert Payment Structure for Services)


Invoices for the services rendered under this Agreement shall be issued on a (Insert Time Frame) basis, and the Client shall receive the invoice via (Insert Method of Delivery) on or before the (Insert Date).

Payment Terms

Payment for the services rendered under this Agreement is due within (Insert Number) days from the date of the invoice.

The following forms of payment are accepted: (Insert Accepted Forms of Payment).

Additional Costs

The Client shall be responsible for reimbursing the Service Provider for any reasonable and documented expenses or disbursements incurred in connection with the provision of legal services. Such expenses may include but are not limited to (Insert Approved Expenses)

Retainer (if applicable)

In the event that a retainer is required, the Client shall provide an initial retainer amount of $(Insert Initial Retainer Amount) upon the execution of this Agreement.

The retainer may be replenished under the following circumstances: [Insert Conditions under which the Retainer may be Replenished, e.g., if the balance falls below $(Insert Minimum Balance). Any unused portion of the retainer at the termination of this Agreement will be refunded to the Client within (Insert Number) days.

Confidentiality and Non-Disclosure

Confidentiality Obligations

The Client and Service Provider hereby agree to maintain the strictest confidentiality with respect to all information, data, documents, records, and materials (collectively, "Confidential Information") exchanged, disclosed, or accessed in the course of the engagement.

Non-Disclosure Obligations

The Parties shall not, without the prior written consent of the other Party, disclose, disseminate, publish, or otherwise make available any Confidential Information to any third party, except as expressly authorized in writing by the Party providing such information.

Protection of Confidential Information

The Parties agree to take all reasonable and necessary measures to protect the Confidential Information from unauthorized access, disclosure, or use. These measures shall include, but are not limited to, restricting access to Confidential Information to only those employees or agents with a legitimate need to know.

Return of Confidential Information

Upon the termination or completion of this engagement, or upon written request by the disclosing Party, the receiving Party shall promptly return or destroy, as specified by the disclosing Party, all Confidential Information, including any copies or derivatives thereof, and shall certify such return or destruction in writing.

Limitations to Confidentiality Obligations

The Parties may disclose Confidential Information to their respective employees, agents, or contractors who have a legitimate need to know such information for the purpose of fulfilling the engagement, provided that such individuals are bound by confidentiality obligations no less restrictive than those contained in this Agreement.

Conflicts of Interest

The Service Provider acknowledges and agrees to promptly disclose any conflicts of interest that may arise during the engagement, whether actual, potential, or perceived. A conflict of interest shall be deemed to exist when the Service Provider's professional or personal interests, or those of any of its employees or affiliates, may be inconsistent or in competition with the best interests of the Client.

In the event that a conflict of interest is disclosed or identified, the parties shall undertake all reasonable efforts to address and resolve such conflicts promptly and in the best interests of the Client.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of (County/State), without regard to its conflict of laws principles.

The Parties agree that any legal proceedings arising out of or related to this Agreement shall be exclusively brought in the courts located in (County/State), and each Party consents to the personal jurisdiction of such courts. The Parties further agree that the venue is proper in such courts and waive any objection to the venue or any claim that such courts are an inconvenient forum.




[Service Provider.Company]


[Service Provider.FirstName][Service Provider.LastName]

Professional Service Agreement

Used 4,872 times

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