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Professional Service Agreement

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PROFESSIONAL SERVICE AGREEMENT

This PROFESSIONAL SERVICE AGREEMENT ("Agreement") is made as of Effective Date: by and between Client Name: with principal address at , and Service Provider Name: with principal address at .

RECITALS

WHEREAS, Client desires to retain Provider to perform certain professional services as further described herein; and

WHEREAS, Provider represents that it has the qualifications, experience, and ability to perform the services set forth in this Agreement and is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions governing Provider’s performance of services and Client’s payment therefor.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SERVICES

1.1 Scope of Services. Provider shall perform the services described in Exhibit A attached hereto and incorporated herein ("Services"). If no Exhibit A is attached at execution, the initial Services description is set forth below. The parties agree that any material change to the Services shall require a written amendment executed by both parties.

1.2 Standard of Performance. Provider shall perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards and applicable laws and shall devote such personnel and resources as reasonably necessary to meet the agreed schedule and deliverables.

2. TERM

2.1 Term. The term of this Agreement shall commence on Commencement Date: and shall continue until Completion Date: , unless earlier terminated in accordance with Section 12.

2.2 Extension. The Agreement may be extended by mutual written agreement of the parties specifying the extended term and any revised compensation.

3. COMPENSATION

3.1 Fees. Client shall pay Provider for the Services fees as follows: Fee Type: ; Amount/Rate: .

3.2 Expenses. Client shall reimburse Provider for reasonable out-of-pocket expenses pre-approved in writing by Client. Reimbursable expenses shall be invoiced with supporting documentation.

3.3 Late Payment. Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees.

4. INVOICES; PAYMENT

4.1 Invoicing. Provider shall submit invoices in reasonable detail to Client at intervals agreed in Section 3. Each invoice shall identify the Services provided, dates, hours (if applicable), and reimbursable expenses.

4.2 Payment. Unless otherwise agreed, payments are due within 30 days of receipt of a proper invoice ("Net 30"). All sums payable by Client are exclusive of taxes, which Client shall pay in addition to amounts due hereunder, except for taxes based on Provider's net income.

5. INDEPENDENT CONTRACTOR

Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership, agency, or joint venture relationship between the parties. Provider shall be solely responsible for all federal, state, and local taxes related to payments made under this Agreement and for all withholding, insurance, and benefits for Provider’s personnel.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by either party to the other, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential.

6.2 Obligations. Each receiving party shall (a) maintain the confidentiality of the disclosing party’s Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

6.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party’s Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in any lawful attempt to limit disclosure.

7. INTELLECTUAL PROPERTY

7.1 Work Product. All tangible and intangible results, deliverables, inventions, designs, processes, software (including source code and object code), documentation, and works of authorship created by Provider specifically for Client under this Agreement ("Work Product") shall be deemed "work made for hire" to the fullest extent permitted by law and, to the extent not so vested, Provider hereby assigns and shall assign to Client all right, title, and interest in and to such Work Product.

7.2 Pre-Existing Materials. Provider shall retain ownership of Provider's pre-existing materials, tools, methodologies, and know-how used in performing the Services ("Provider Materials"). Provider grants Client a non-exclusive, royalty-free, worldwide license to the extent necessary to use the Work Product, but Provider reserves the right to use Provider Materials in other engagements, provided no Confidential Information of Client is disclosed.

8. WARRANTIES; DISCLAIMER

8.1 Mutual Warranties. Each party represents and warrants that it has authority to enter into this Agreement and that its performance will not violate any other agreement or legal obligation.

8.2 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Provider's sole obligation and Client's exclusive remedy for breach of this warranty shall be re-performance of the deficient Services at Provider’s expense, or, if Provider is unable or fails to re-perform within a reasonable period, a refund of fees paid specifically for the deficient Services.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any claims, liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) arising out of or resulting from: (a) Provider’s breach of this Agreement; (b) Provider’s negligence or willful misconduct in performing the Services; or (c) any claim that the Work Product infringes a third party’s intellectual property rights, to the extent caused by Provider’s materials or acts.

9.2 Client Indemnity. Client shall indemnify, defend, and hold harmless Provider from claims arising from Client’s misuse of the Work Product, Client-provided materials, or Client’s breach of this Agreement.

10. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. INSURANCE

Provider shall maintain, at its expense, commercial general liability insurance and professional liability (errors and omissions) insurance adequate for the Services performed. Upon Client’s request, Provider shall provide certificates evidencing such insurance.

12. TERMINATION

12.1 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

12.2 Termination for Convenience. Either party may terminate this Agreement without cause upon sixty (60) days' prior written notice to the other party. In the event of termination, Client shall pay Provider for all Services satisfactorily performed up to the effective date of termination and for any non-cancellable commitments made in good faith.

13. NOTICES

13.1 Method. All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section. Notices shall be effective upon receipt.

14. ASSIGNMENT; SUBCONTRACTING

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Client may assign to an affiliate or successor of substantially all of its business or assets without Provider's consent. Provider may engage subcontractors to perform portions of the Services provided Provider remains responsible for the subcontractor’s performance and compliance with this Agreement.

15. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

16. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in the specified state for resolution of disputes arising out of this Agreement.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all exhibits and attachments, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. If either party is required to bring an action to enforce its rights under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

Client

Printed Name:

By:

Title:

Date:

Service Provider

Printed Name:

By:

Title:

Date:

Enter text✕

What a Professional Service Agreement Covers

A Professional Service Agreement (PSA) is a written contract that defines the scope, deliverables, timeline, payment terms, and responsibilities between a service provider and a client. It sets expectations for performance, intellectual property ownership, confidentiality, indemnities, and termination. PSAs can be fixed-price, time-and-materials, or milestone-based and often include change-order procedures and dispute-resolution clauses. Clear PSAs reduce ambiguity, allocate risk, and provide a contractual basis for invoicing, collections, and remedies if performance falls short.

Why a Clear PSA Matters for Projects

A concise, well-drafted PSA protects both parties by defining deliverables, timelines, fees, and remedies. It reduces disputes, supports regulatory compliance, and creates a reliable record for billing and audits. Use a PSA whenever professional services, consulting, or project work involves defined responsibilities or ongoing performance.

Why a Clear PSA Matters for Projects

Who Typically Signs a Professional Service Agreement

PSAs are used by a range of organizations and individuals whenever services are contracted. Typical signers vary by industry and project size.

  • Independent consultants and small agencies contracting with businesses for defined work and hourly or milestone billing.
  • In-house procurement or finance teams at mid-market companies managing vendor engagements and payment terms.
  • Large enterprise legal or vendor management groups overseeing master service agreements and statement-of-work attachments.

Tailor the PSA to the party types involved — independent professionals require simpler terms; enterprises often add insurance, audit, and data-security clauses.

Representative Signers and Roles

Independent Consultant

A sole practitioner or small-firm owner who provides services directly. They should confirm scope, billing rates, expense reimbursement, and ownership of deliverables, and ensure signatures match the legal entity name used for tax reporting.

Corporate Procurement

A procurement or legal representative authorized to bind the client organization. They review termination rights, indemnities, insurance minimums, confidentiality obligations, and approval thresholds before execution.

Essential Clauses to Include in a PSA

A robust PSA contains core clauses that allocate risk, define outputs, and manage the commercial relationship. The following items are commonly negotiated and should be explicit.

Scope of Work

Describe services in measurable, specific terms: tasks, milestones, deliverables, acceptance criteria, and attachments such as a statement of work. Avoid vague phrases that cause disputes about what constitutes completion or additional work.

Compensation

Specify fees (hourly, fixed, milestone), invoicing cadence, expense reimbursement, applicable taxes, and late-payment penalties. Include accepted payment methods and whether retainers or deposits are required.

Term and Termination

Define the agreement start and end dates, renewal terms, notice periods, and termination for convenience or cause. Address obligations on termination such as final invoices, return of materials, and transitional assistance.

IP and Deliverables

State who owns intellectual property in deliverables, whether assignment occurs on payment, and licensing rights for pre-existing or third-party materials incorporated into the work product.

Confidentiality

Detail the definition of confidential information, permitted disclosures, duration of nondisclosure, and exceptions (e.g., publicly known information or compelled disclosure). Consider adding data protection or HIPAA language if applicable.

Indemnities & Liability

Allocate responsibility for third-party claims, set limits on liability (cap amounts, consequential damages waiver), and specify insurance requirements to match the level of project risk.

Step-by-Step: Filling and Finalizing a PSA

Use a consistent order when preparing a PSA to avoid omissions and speed approvals.

  • 01
    Prepare Draft: Assemble scope, fees, timeline, and exhibits before circulating for review.
  • 02
    Internal Review: Obtain approvals from legal, finance, and relevant stakeholders before sending to the counterparty.
  • 03
    Client Review: Share with the counterparty for negotiation, track changes, and resolve redlines promptly.
  • 04
    Execution: Collect authorized signatures and retain the executed agreement and audit trail.

Configuring an Online PSA Signing Workflow

Set up fields, authentication, routing, and notifications to match the approval sequence and security needs of the transaction.

Field | Configuration Type | Required | Conditional
Routing Order Define signer order and parallel or sequential signing.
Authentication Choose email, SMS code, or KBA depending on risk level.
Reminders Set automatic reminders and expiration intervals for outstanding signatures.
Audit Trail Enable IP, timestamp, and action logging for each signer.

Digital Signing and Delivery Options

You can complete and exchange PSAs electronically using secure eSignature platforms and standard document formats.

  • File Formats: PDF, DOCX, or HTML accepted.
  • Integrations: Connectors include Salesforce, NetSuite, Microsoft 365, and Google Workspace.
  • Authentication Options: Email link, SMS code, or advanced methods like KBA or SSO.

Choose a workflow that balances signer convenience and required authentication strength; retain a verifiable audit trail for enforceability.

Typical Online Execution Workflow

A reliable online signing process follows a predictable sequence from upload to archive; configure each step to match your approval and audit needs.

  • Upload Document: Add the PSA file and any attachments or exhibits.
  • Add Fields: Place signature, initial, date, and data fields where needed.
  • Invite Signers: Enter email addresses and set routing order or provide a signing link.
  • Complete & Archive: Collect signatures, capture audit trail, and store executed copies securely.

Contract Dates and Timing to Track

Record the key dates that drive performance, billing, and termination to avoid disputes and late fees.

Effective Date:

The date the agreement becomes binding and triggers obligations.

Service Start Date:

When the provider must begin work or make deliverables available.

Milestone Deadlines:

Due dates for each deliverable, acceptance windows, and cure periods.

Invoice Due Date:

Payment due date (e.g., Net 30) and late payment interest provisions.

Termination Notice:

Number of days required to give notice for convenience or breach termination.

Key Milestones from Negotiation to Closeout

Map major project stages and who is responsible to keep the engagement on schedule.

01

Proposal and SOW

Finalize scope and attachments before contract drafting begins.

02

Contract Execution

Collect signatures and confirm effective date and start obligations.

03

Deliverable Acceptance

Client reviews and either accepts or submits cure requests within defined windows.

04

Closeout and Archival

Complete invoices, transition work, and retain executed records.

Common Preparation Errors to Avoid

  • Unclear scope descriptions that lead to scope creep, disputes, and billing disagreements during performance.
  • Missing effective or execution dates, which can create ambiguity about when obligations and warranty periods begin.
  • Incorrect party names or entity types that cause tax reporting or enforcement problems after a breach or nonpayment.
  • Failure to specify payment terms or milestones, producing late payments, collection issues, and strained client relationships.

Material Risks and Financial Consequences

Late Payment Impact: Interest, collections fees, and damage to cash flow.
Tax Reporting Penalties: 1099 penalties may apply — IRC §6721: $60–$330 per form.
I-9 Noncompliance: Fines for inadequate I-9 retention and completion, per 8 CFR.
HIPAA Violations: Regulatory fines and corrective actions for PHI mishandling.
Intellectual Property Disputes: Costly litigation if ownership or assignment is unclear.
Breach of Contract: Damages, injunctive relief, and reputational harm.

Security and Compliance Considerations

In-Transit Encryption: TLS 1.2/1.3 encryption
At-Rest Encryption: AES-256 encrypted storage
Regulatory Certifications: SOC 2 Type II and ISO 27001
Healthcare Controls: HIPAA compliance (BAA required)
FDA Records: 21 CFR Part 11 capability
U.S. E-sign Law: ESIGN and UETA compliance

Sample eSignature Pricing and Feature Comparison

Compare basic pricing and feature availability for common eSignature providers; signNow appears first in the list per platform ordering rules.

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 Yes, 7-day trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Real-World Examples of Electronic PSA Use

Organizations across industries use eSignature workflows to execute PSAs and accelerate onboarding, invoicing, and compliance.

Martin Properties — Founder

Tim Martin needed remote execution for leasing and service contracts

  • He used mobile and offline signing tools
  • The team processed and executed documents online with full compliance and faster turnaround, enabling field agents to close deals without in-person signatures.

Fertility Centers — Founder

John Butler required secure remote signatures for sensitive medical agreements

  • Integrated signing into clinical workflows
  • Using compliant eSignature and API integrations allowed secure consent capture, audit trails, and better patient record keeping.

Practical Tips for Accurate, Efficient PSAs

Follow these practices to reduce negotiation time, prevent disputes, and ensure enforceability.

Use a Clear Statement of Work
Attach a detailed SOW that lists tasks, timelines, acceptance criteria, and deliverables. A measurable SOW reduces scope disputes and clarifies invoicing triggers.
Standardize Payment Terms
Keep consistent payment terms across contracts and state late fees or interest. Standard terms speed approvals and help cash-flow forecasting.
Limit Boilerplate Risk
Negotiate liability caps, indemnity scope, and insurance minimums to align with project value while avoiding open-ended exposures.
Keep an Audit Trail
Retain signed copies, change history, and authentication evidence. That record supports enforcement, audits, and regulatory compliance.

FAQs and Troubleshooting for PSAs

Common questions address enforceability, signature methods, witness requirements, and record retention; answers focus on practical compliance steps.


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