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Business Services PSA

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BUSINESS SERVICES PROFESSIONAL SERVICES AGREEMENT (PSA)

This Professional Services Agreement ("Agreement") is made and entered into as of by and between (hereinafter "Service Provider") and (hereinafter "Client").

WHEREAS

WHEREAS, Service Provider possesses professional expertise, personnel, and resources to perform business services including but not limited to consulting, implementation, and support as described herein; and

WHEREAS, Client desires to engage Service Provider to perform such services and Service Provider agrees to perform those services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to set forth the scope, payment terms, confidentiality obligations and other terms governing the relationship between the parties.

SCOPE OF WORK

Service Provider shall provide the services, deliverables and tasks described below (collectively, the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider fees as follows. All fees are exclusive of taxes unless otherwise stated.

Unless otherwise agreed in writing, invoiced amounts are due within days of invoice receipt. Late payments shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less. Client shall be responsible for all reasonable collection costs, including attorneys' fees, arising from delinquent payments.

Bank transfer    Check    Credit card

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice of the breach. Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information only to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, is independently developed without access to the disclosing party's Confidential Information, or is required to be disclosed by law (provided the receiving party gives prompt notice to allow the disclosing party to seek protective measures).

The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that state for any dispute arising under this Agreement.

INDEMNIFICATION; INSURANCE; INDEPENDENT CONTRACTOR

Each party shall indemnify and hold harmless the other party from and against third-party claims arising out of its negligence or willful misconduct in connection with this Agreement. Service Provider shall maintain commercial general liability and professional liability insurance in amounts customary for the industry and shall provide certificates of insurance upon request. The parties acknowledge that Service Provider is an independent contractor and not an employee, agent, or partner of Client.

ENTIRE AGREEMENT

This Agreement, including any exhibits and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable, the remainder of the Agreement shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all of such party's assets. The waiving of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

Service Provider:

By:

Date:

Client:

By:

Date:

Enter text✕

What the Business Services PSA covers and why it matters

A Business Services PSA (Professional Services Agreement) is a written contract that sets out the scope of services, deliverables, payment terms, schedules, change-order procedure, warranties, confidentiality, intellectual property allocations, and termination rights between a services provider and a client. The PSA allocates responsibilities and risk, defines acceptance criteria, and typically includes dispute resolution and governing law provisions. It can be executed in hard copy or electronically; electronic execution is legally recognized under federal and state rules. Platforms such as signNow are commonly used to collect compliant e-signatures for this agreement in the United States.

Why a clear Business Services PSA reduces friction

A well-drafted PSA clarifies expectations, shortens procurement cycles, and reduces billing and scope disputes by placing payment milestones, deliverables, and acceptance tests in writing. It provides the legal foundation needed to enforce remedies and to manage intellectual property and confidentiality.

Why a clear Business Services PSA reduces friction

Typical parties who prepare or sign a Business Services PSA

Different roles engage with PSAs: contract managers prepare terms, procurement teams negotiate pricing, and authorized signers execute the agreement.

  • Procurement teams and buyers who negotiate scope and payment terms for third-party services.
  • Service providers' legal or operations leads who define deliverables, timelines, and acceptance criteria.
  • Finance and accounting staff who confirm billing schedules, tax identifiers, and payment routing.

After negotiation, ensure the person executing has explicit authority and that the executed copy is retained with supporting billing and SOW documents.

Who typically has signing authority

COO

The Chief Operating Officer often has delegated authority to sign service agreements up to a specified monetary threshold; confirm the corporate resolution or delegated signing matrix to verify that the COO may legally bind the company for the PSA's stated value.

Procurement Manager

A procurement or sourcing manager frequently executes PSAs on behalf of an organization under a preapproved delegation; ensure PO references, signature limits, and internal approvals are attached so the executed PSA is enforceable and auditable.

Core sections to include in a professional PSA

These six components form the backbone of a Business Services PSA and reduce later ambiguity when performance and payments are contested.

Scope of Work

Describe deliverables, milestones, acceptance criteria, and any excluded services in clear, objective terms so both parties share a consistent expectation of what will be delivered.

Payment Terms

Specify fees, billing cadence, invoicing requirements, late fees, expense reimbursement rules, and whether retainers or milestones trigger payment events to avoid collection disputes.

Term and Termination

State the initial term, renewal mechanics, notice periods, and exit rights for material breach or convenience, plus obligations that survive termination such as confidentiality.

Intellectual Property

Allocate ownership of preexisting IP, newly developed work product, and license rights, and specify deliverable formats and transfer conditions where appropriate.

Confidentiality and Data

Define confidential information, permitted disclosures, data protection responsibilities, and any industry-specific privacy addenda (for example, HIPAA for protected health information).

Liability and Indemnity

Limitations on liability, indemnification scope, and insurance requirements should be calibrated to risk and clearly articulated to avoid later ambiguity.

Step-by-step: completing and executing a Business Services PSA

Follow these sequential steps to prepare, review, and execute the PSA so it becomes an enforceable contract.

  • 01
    Drafting: Populate scope, milestones, and payment fields with precision.
  • 02
    Internal review: Obtain approvals from legal, finance, and procurement as required.
  • 03
    Signature setup: Place signature, date, and initial fields for each party.
  • 04
    Execution: Collect signatures and preserve the final signed record and audit trail.

How electronic execution commonly flows for a PSA

Electronic execution follows a repeatable sequence that preserves intent and creates an auditable record for enforcement and retention.

  • Upload: Sender uploads the PSA document to the e-sign platform.
  • Prepare: Sender adds signature, date, and required fields.
  • Authenticate: Signer confirms identity (email, SMS code, or stronger methods).
  • Complete: Signed copies and the audit trail are delivered to parties.

Common digital workflow settings for PSAs

Configure these workflow elements before sending the PSA to ensure correct routing and evidence capture.

Field Configuration
Authentication Email link or SMS code; use KBA for higher assurance
Signing Order Sequential or parallel signing per contract requirements
Reminders Set automatic reminders and expiration for pending signatures
Integrations Connect to Salesforce, NetSuite, Google Workspace, or Box

Technical and platform considerations for electronic PSAs

Verify platform security, authentication options, and supported document formats before sending the PSA for signature.

  • Formats: PDF and DOCX widely supported
  • Authentication: Email, SMS, KBA, or SSO available
  • Audit Trail: Time-stamped IP and action log

Security and compliance controls to expect with e-signed PSAs

Encryption: TLS 1.2/1.3 in transit, AES-256 at rest
Certifications: SOC 2 Type II and ISO 27001
HIPAA: BAA available for protected health information
Audit Trail: Timestamps, IP, and action log retained
Authentication: Multi-factor and SSO options supported
Accessibility: WCAG 2.0 Level AA compliance

Common mistakes that delay PSA execution

  • Using informal names instead of legal entity names, which can invalidate signature authority.
  • Failing to define acceptance criteria or deliverable acceptance processes, creating scope disputes.
  • Missing or incorrect tax identifiers that trigger backup withholding or reporting errors.
  • Neglecting to confirm signer authority and delegation, which can lead to claims the contract is not binding.

Consequences of errors or incomplete PSAs

Unenforceable agreement: Court may decline enforcement
Payment disputes: Delayed or withheld invoices
Tax issues: Backup withholding or reporting penalties
Breach claims: Exposure to damages or indemnity
Regulatory risk: Noncompliance with industry rules
Reputational harm: Client relationships affected

Key dates and timing to include in the PSA

Define precise deadlines and notice periods to avoid ambiguity and to trigger remedies or renewal mechanics consistently.

Effective Date:

Date when obligations begin (use MM/DD/YYYY)

Payment Due:

Net terms and invoice due date (e.g., Net 30)

Acceptance Period:

Time allotted for client acceptance testing

Notice Period:

Advance time required for termination or change requests

Renewal Deadlines:

Automatic renewal notice and opt-out windows

eSignature vendor pricing and basic capability comparison

Compare starting prices and core capabilities—signNow is listed first. Verify plan details and enterprise features with each vendor before purchase.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial, no card Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about executing a Business Services PSA

These answers address common legal, technical, and procedural questions encountered when preparing or signing a PSA.


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