This form is a sample that has been prepared for general informational purposes only.

Nothing contained in the form is legal advice, nor does it create an

attorney-client relationship with either the drafting attorney or Priori Legal. You are encouraged to consult with legal counsel to customize and revise the form
for your business and obtain advice on its general applicability and use.

PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (“Agreement”) is made and entered into as of [DATE] [MONTH], [YEAR], (“Effective Comment [1]: Insert business name of company
Date”) by and between ______________, a _____ corporation, (“Company”) and ________________ (“Client”), a ___________ performing the services.

corporation. Company and Client are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Comment [2]: Insert state where company is
organized.

IN CONSIDERATION OF the mutual promises contained in this Agreement and for other good and valuable consideration, the Comment [3]: If company is not a corporation,
insert business entity type.
receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
Comment [4]: Insert business name of client that
will receive company’s services.
1. PROFESSIONAL SERVICES
Comment [5]: Insert state where client is
1.1 Scope of Services. Subject to the terms and conditions of this Agreement, Company is hereby retained by Client to organized.

provide the professional services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by Comment [6]: Consider discussing with an
employment lawyer in the event client anticipates an
reference, which services are referred to herein as the “Services.” Client may, but is not obligated to, engage Company to perform ongoing relationship with company or multiple
additional Services upon mutually agreed terms and conditions and by means of a written addendum to Exhibit “A” of this assignments. A lawyer can help preserve the
Agreement. independent contractor relationship and avoid
creating an employment relationship.
1.2 Performance Standard and Warranty. Company will cooperate with Client and Client’s staff in the performance of the Comment [7]: This form assumes the specific
Services. Company warrants and represents that [the Services will be performed in a professional and timely manner and Company details of the services to be performed will be set out
in a schedule – this structure is often used in cases,
does not have any actual or potential interests adverse to Client with reference to the subject of this Agreement]. Client must report for example, when there is a list of different services
any deficiencies in the Services to Company in writing within _____ (__) days after such Services are performed in order to receive to be performed. In many cases, however, the
the warranty remedy. Client’s sole and exclusive remedy and Company’s entire liability for breach of this warranty will be re- services are defined within the agreement. A lawyer
can help you decide how to structure the definition
performance of the deficient Services. If, for any reason, Company is unable or fails to correct such deficiencies, Client may based on the details of your specific situation.
terminate this Agreement as provided in Section 3.2. Company will bear no liability or otherwise be responsible for delays in the Comment [8]: These are sample representations
provision of Services, or any portions thereof, occasioned by Client’s failure to timely complete a task or adhere to its own schedule. and warranties. It’s important to customize
representations and warranties for your specific
1.3 Nature of Services. All reports, documents, files, media, or other written materials (“Written Work”) created, developed, or situation – ideally, representations and warranties
produced by Company in connection with the Services shall be and remain the property of Client and belong exclusively to Client. should address the particular assurances needed and
limit certain risks. A lawyer can help you draft
Company agrees to assign and transfer all of its right, title and interest in such Written Work to Client without restriction or limitation representations and warranties that address the
upon its use or dissemination. Client does not under this Agreement acquire any ownership rights in or to any software, particular circumstances of your agreement.
documentation, tools, techniques, methodologies, or other material which has not been created as part of the Services and which is Comment [9]: Insert desired length of time.
proprietary to Company. Often, a time period is based on practice and custom.
Consider the advice of a lawyer to determine a
reasonable and legally enforceable length of time.

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 Comment [10]: It is critically important for the
1.4 Independent Contractor. Company will determine the method, details, and means of performing the Services. At its own parties that the IRS, DOL, and applicable state
expense, Company may use employees or contractors to perform the Services under this Agreement. Company and Client regulatory authorities view company as an
independent contractor of client. The law is
understand and intend that Company shall perform the Services as an independent contractor and not as an employee of Client. evolving and determinations are fact specific. An
Nothing in this Agreement will be deemed to create an agency, partnership, or joint venture between the Parties. employment lawyer can provide valuable guidance
about a company’s independent contractor status.
2. COMPENSATION AND PAYMENT
2.1 Fees and Expenses. For the Services provided by Company pursuant to this Agreement, Company shall be compensated
in accordance with the “Compensation Schedule” attached hereto as Exhibit “B” and incorporated herein by reference. Comment [11]: This form assumes the specific
details of compensation to be paid will be set out in a
Compensation will include reimbursement for all reasonable and necessary travel, living, and out-of-pocket expenses incurred by schedule, which is often the structure when there are
Company in providing the Services, when travel is required in order to provide the Services. Company will obtain Client’s approval variable fees for a variety of services. A lawyer can
for billable travel prior to incurring any expense for such travel. discuss whether this is the best option in a particular
situation.
2.2 Payment. Company will invoice Client on a monthly basis. Client’s payment terms will be in U.S. Dollars and paid in full Comment [12]: Consult with an employment
within thirty (30) days after the invoice date. lawyer with regard to the best manner of reimbursing
company for purposes of the independent
2.3 Overdue Invoices. In addition to any other remedy available to Company for late payments, Client will be obligated to pay contractor/employee determination in the
jurisdictions in which you do business.
Company interest for fees and charges not paid within _____ (__) days after the invoice date at the compounded rate of ______
percent (__%) per month or the maximum allowed by law, whichever is less for each month (or partial month), calculated from the Comment [13]: Insert desired length of time for
payment of invoices. While 30 days is a standard
date such payment was due until the date paid. If Client elects to discontinue the Services and does not pay the outstanding fees length of time, the length of time can be longer or
and charges in full within _____ (__) days of such election, Client will continue to be charged interest until the balance is paid in full. shorter. Often, the length of time depens on the
Client will be responsible for any costs, including attorney’s fees, incurred by Company in collecting any past due amounts under this client’s credit history.

Agreement. Comment [14]: Insert desired interest rate. 2% is

commonly used, but it’s important to discuss
2.4 Disputed Charges. Client may not withhold payment of any invoice on the basis of any dispute other than on the basis of customary and permissible rates with a lawyer,
including any restrictions or limitations imposed by
clear error on the face of the invoice, such as a calculation error. Payment by Client will not preclude Client from questioning any law.
charges that Client believes are improper or incorrect, within ______ (__) days after the invoice date. If Client disputes any charge Comment [15]: Insert desired length of time.
on a given invoice, Client will pay all non-disputed charges and document the disputed charges in writing to Company. Client will
Comment [16]: This is a unilateral prevailing
notify Company in writing, no later than _____ (__) days after the invoice date, of any questions or issues relating to items billed on party provision limited to actions for fees in order to
an invoice or all fees and charges will stand. make it financially feasible for company to try to
collect unpaid amounts. A lawyer can help
2.5 Taxes. Client agrees to be responsible for paying all direct or indirect federal, state, municipal or other governmental determine whether this clause is needed or advisable.
excise, sales, or similar taxes, that now or in the future may be imposed on Client, together with any penalties, interest or any Comment [17]: Insert desired length of time.
additions thereto associated with the Services hereunder or arising as a result of or in connection with transactions under this
Agreement, other than taxes related to Company’s net income or property.

3. TERM AND TERMINATION

Comment [18]: To preserve company’s
3.1 Term. The term of this Agreement will begin on the Effective Date and will remain in full force and effect until the independent contractor status, discuss with a lawyer
whether the term should end after a certain period of
expiration of the term of all Services, unless earlier terminated as provided in this Agreement. time and whether it should automatically renew.

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 3.2 Termination. Client may terminate this Agreement upon material breach by Company of one or more of the terms and
conditions of this Agreement, provided that Company is notified in writing of the material breach and such breach is not cured within
Comment [19]: Insert desired length of time.
______ (__) days after receipt of such written notice. Client’s termination of this Agreement will not relieve Client of its obligations to
pay for any Services performed. Company may terminate this Agreement if Client fails to promptly pay any fees or charges when
due or upon material breach by Client of one or more of the terms and conditions of this Agreement, provided that Client is notified in
writing of the failure or beach and such failure or breach is not cured or a satisfactory resolution agreed upon in writing by the Parties
within _____ (__) days after receipt of such written notice.

4. CONFIDENTIALITY
4.1 Confidential Information. Under this Agreement, “Confidential Information” refers to any and all information of a Party
(“Disclosing Party”) that has been disclosed to the other Party (“Receiving Party”), which is designated in writing as confidential,
proprietary, or secret or under the context of its disclosure ought to reasonably be considered as confidential. [Confidential
Information includes, but is not limited to, all information concerning a Party’s existing business, business systems, business plans
and information systems, trade secrets, prices, and pricing information.] Comment [20]: Generally, this definition of what
is included in confidential information is
4.2 Use of Confidential Information. Each Party will comply with all laws and regulations that apply to use, transmission, significantly expanded to reflect the specific industry
and business of the company. Further, this definition
storage, disclosure, or destruction of Confidential Information. Both Parties agree to hold the other Party’s Confidential Information in of confidential information is generally expanded if
strict confidence. Client agrees not to use Company’s Confidential Information in any way, except as expressly permitted by or Company will collect or access data that relates to
required to achieve the purposes of this Agreement, and Company agrees to use Client’s Confidential Information solely for the Client’s individual customers. A lawyer can help
determine how to define confidential information
purpose of performing the Services. Both Parties agree to use all reasonable efforts to protect unauthorized use or distribution of based on your specific business and circumstances
Confidential Information and the Receiving Party agrees to use at least the same degree of care to prevent disclosing to third parties and help ensure the company complies with state and
the Confidential Information of the Disclosing Party as the Disclosing Party uses to protect its own Confidential Information. The federal consumer privacy and security protection and
notification laws.
Receiving Party further agrees not to disclose or permit any third party access to the Disclosing Party’s Confidential Information,
except such disclosure or access will be permitted in order to perform the Services provided under this Agreement. Each Party
agrees to ensure that its employees, agents, representatives, and contractors are advised of the confidential nature of the
Confidential Information and are precluded from taking any action prohibited under this Agreement.
4.3 Limitation of Use. Confidential Information will not include information of the Disclosing Party which: (i) is publicly available
as of the Effective Date or becomes publicly available thereafter through no fault of the Receiving Party; (ii) the Receiving Party
rightfully possessed before it received such information from the Disclosing Party; (iii) is subsequently furnished to the Receiving
Party by a third party without restrictions on disclosure; or (iv) is required to be disclosed by law, provided that the Receiving Party
will promptly notify the Disclosing Party and cooperate, at the Disclosing Party’s expense, to permit the Disclosing Party to seek
appropriate protective orders from the issuing court of government authority limiting disclosure or use of the Confidential Information.
4.4 Ownership of Confidential Information. Except as explicitly stated in this Agreement, Receiving Party is granted no
license or conveyance of Disclosing Party’s Confidential Information or any intellectual property rights therein. Title to the Disclosing
Party’s Confidential Information shall remain solely with the Disclosing Party.

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 4.5 Destruction of Confidential Information. Upon the expiration or termination of this Agreement, each Party shall, upon
Comment [21]: While this provision requires
request of the other Party, destroy all Confidential Information of the other Party. The Receiving Party shall certify such destruction destruction of confidential information, a lawyer can
to the Disclosing Party within thirty (30) days following request for such certification. discuss whether other alternatives (such as return or
retention of data) are advisable in a particular
4.6 Remedies. Both Parties agree that any unauthorized use or disclosure by the Receiving Party of the Disclosing Party’s context.
Confidential Information in a manner inconsistent with the terms of this Agreement may cause the Disclosing Party irreparable
damage for which remedies other than injunctive relief may be inadequate. Accordingly, if the Receiving Party discloses or uses (or
threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder,
the Disclosing Party will have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts.

5. NO SOLICITATION
Comment [22]: Insert desired length of time. No
Company agrees that, for ______ (__) months following expiration of the term of all the Services or termination of this Agreement for solicitation clauses are vulnerable to challenges and
any other reason, Company will not directly or indirectly hire or attempt to hire any person who was an employee, independent must be carefully drafted to withstand judicial
scrutiny. A lawyer can help determine the length of
contractor, or consultant of Client at any time within the term of this Agreement. time that is reasonable and legally enforceable based
on the situation.
6. LIABILITY AND DAMAGES
5.1 Limitation of Liability. Company agrees to take all necessary precautions to prevent injury to any persons or damage to
any property during the term of this Agreement. Client agrees the liability of Company, if any, on any claim for damages arising out
of this Agreement shall be limited to direct damages and shall not exceed the amount which has been paid to Company by Client for Comment [23]: Limitations of liability are
unenforceable when contrary to public policy or
the ____ (__) month period preceding the date on which the claim is based. prohibited by statute. For example, in most
jurisdictions, a party may not limit its liability for
5.2 Damages Waiver. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, COMPANY WILL intentional misconduct. A lawyer can explain
NOT BE LIABLE TO CLIENT FOR CONSEQUENTIAL DAMAGES AND COMPANY WILL HAVE NO LIABILITY WHATSOEVER reasonable options.
RESULTING FROM ANY LEGAL CLAIMS AGAINST CLIENT. IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT OR ITS Comment [24]: Insert desired length of time.
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FOR LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT, LOST Limitation of liability clauses are vulnerable to
PROFITS, OR SIMILAR ECONOMIC LOSS OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR challenges for being unfairly restrictive. Legal
advice is valuable to determine a duration of time
PUNATIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION INCLUDING BUT NOT LIMITED TO, ACTIONS FOR BREACH that is reasonable and legally enforceable based on
OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY WHETHER IN CONTRACT, TORT OR the situation.
OTHERWISE, IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF, OR ANY FAILURE Comment [25]: Broad and all-inclusive
OR DELAY IN PROVIDING THE SERVICES, HOWEVER CAUSED, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE exculpatory clauses that extend well beyond
negligence have been held to be contrary to public
POSSIBILITY OF SUCH DAMAGES. policy in some jurisdictions. A lawyer can help craft
language that is able to stand up to judicial scrutiny.
6. GENERAL PROVISIONS
Comment [26]: Insert applicable state.
6.1 Governing Law. This Agreement is governed by the laws of the state of _______ and shall be governed by and construed
and enforced in accordance with the laws of the state of _____as it applies to a contract made and performed in such state. The
federal and state courts located in _______ county, ______ will have jurisdiction to adjudicate any dispute arising out of or relating to Comment [27]: Consult a lawyer as to which
state’s laws to apply and the appropriate venue.

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this Agreement. Each Party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to
challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise.
6.2 Force Majeure. Neither Party is responsible for delays or failures to perform its responsibilities under this Agreement due to
causes beyond its reasonable control, including but not limited to act of God, acts of government, floods, fires, earthquakes, Comment [28]: Force majeure provisions are
generally strictly construed and the contra
tornados, civil unrest, acts of terror, labor disputes, computer, telecommunications, internet service provider or hosting facility proferentem rule will apply to ambiguities. This
failures, delays involving hardware, software, or power systems, malicious code, denial of service threats, or inability to obtain force majeure clause adopts an unrestricted
energy; provided however, that the Party so affected will promptly resume performance as soon as reasonably practical. approach, which is less useful when the counterparty
has time-critical obligations. A lawyer can advise
6.3 Severability. If any provision of this Agreement is declared or found to be prohibited, unenforceable or void, the Parties will which approach is best in the circumstances and
revise the language accordingly.
negotiate in good faith to agree upon a substitute provision that is valid, binding, and enforceable and is as nearly as possible
consistent with the intentions underlying the original provision. If the Parties are unable to agree upon such substitute provision, the
original provision will be stricken. If the remainder of this Agreement is not materially affected by such declaration or finding and is
capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.
6.4 Insurance/Authorization. Company shall carry adequate liability, property, workers’ compensation, umbrella and other
insurance of a kind and in an amount generally carried by persons engaged in the same or a similar kind of business similarly
situated, unless, in any case, other types of insurance or higher amounts are required by Client. Upon request, Company shall supply Comment [29]: Client’s lawyer (and possibly
client’s insurance agent) should be consulted about
to Client a certificate(s) of insurance evidencing the same. Company hereby represents, warrants, and covenants to Client that it has liability insurance limits necessary and appropriate
and/or will have and maintain all necessary permits, license, approvals and other authorizations applicable to the performance of its for the situation.
obligations contemplated under this Agreement.
Comment [30]: This clause means that all terms
6.5 Entire Agreement. This Agreement (including any referenced Exhibits) constitutes the entire agreement between the governing the relationship must be included in this
agreement – any written or oral agreement not
Parties. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by included here will have no force once the agreement
both Parties hereto. is signed.

6.6 Notices. Any notice, request, approval, or consent between the Parties will be given in writing and will be directed as set This form is for illustration only and likely does
include all terms needed by the parties to reflect the
forth below: realities of their particular situation. For example, it
may be appropriate to include a non-competition or
If to Client: If to Company: indemnification provision or expand the intellectual
property rights, representations, or warranties
Business Name provisions. A lawyer can help make sure all
Street Address important terms are included in the agreement.
Comment [31]: This is a general and expanded
City, State Zip notice provision that includes email. Notice
provisions are important because many contractual
Attention:
provisions hinge on receipt of such notices – so it’s
Email Address important to customize the provision to reflect the
actual ways in which you receive communications.
6.7 Waiver. No delay or failure by either Party to exercise any right or power under this Agreement will constitute a waiver of For example, if you don’t typically work from a
specific business address and so might not see a
that right. A waiver by any Party of any of the covenants, conditions or agreements to be performed by the other Party or any breach letter delivered there, consider adjusting the clause
accordingly.

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thereof will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or agreement
herein contained. No change, waiver, or discharge hereof will be valid unless in writing and signed by an authorized representative
of the party against which such change, waiver, or discharge is sought to be enforced.
6.8 Counterparts/Electronic Signatures. The Parties may execute this Agreement in multiple counterparts, each of which
constitutes an original as against the Party that signed it, and all of which together constitute one agreement. The signatures of all
Parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile, email or other electronic
transmission that includes a copy of the sending Party’s signature is as effective as signing and delivering the counterpart in person.
The Parties may affix their signatures electronically to this Agreement by typing their names on the signature lines below (“Electronic
Signature”). A Party who executes this Agreement by Electronic Signature agrees such signature is the legal equivalent to a hand-
written signature on this Agreement, which shall have the same binding legal effect as if the Party had personally signed his or her
name to paper. Comment [32]: With growing use of technology
to facilitate transactions and the passage of the
Electronic Signatures in Global and National
Commerce Act, this provision is included to allow
the parties to e-sign the agreement. Consult with a
[Remainder of page intentionally left blank] lawyer to confirm this option is legal and
enforceable under applicable state law and practice.

[Signature page follows] Comment [33]: If the parties will agree to

electronically sign the agreement, then the signature
page needs to be separate in order for each party’s
signature to be appropriately affixed to the
agreement. A lawyer can make sure the party has a
complete electronic or paper copy of the agreement
to maintain as best evidence in the event of a dispute.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives, as of the
Effective Date.

CLIENT: COMPANY:

By: By:

Name:   Name:  
Title:   Title:  
Date: Date:

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 Comment [34]: Litigation sometimes arises over
Exhibit “A” perceived differences between work performed or
delivered what was promised. Exhibit “A” provides
illustrative headings, but it’s crucial to customize the
SCOPE OF SERVICES headings – and the detail below – to the specific
work to be performed. A lawyer can help you draft a
clear and concise Scope of Services.
1. Background or Statement of Purpose

2. Estimated Length of Services

Begin: ______________

End: ______________

_______ hours per _____________

3. Scope of Services

Company agrees to perform the following Services as part of this Agreement:

4. Deliverables

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 Exhibit “B”

COMPENSATION SCHEDULE

Company shall be compensated as follows: Comment [35]: Check with an employment

lawyer for the best manner of paying compensation
for purposes of preserving company’s independent
contractor status.

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