Can this agreement be signed electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and state UETA statutes when intent, consent, attribution, and retention are present. Certain narrow exceptions (wills, some court filings) remain paper-only in many jurisdictions.

When is notarization or witnesses required?

Most Professional Services Agreements do not require notarization. State rules vary for deeds, powers of attorney, or other instrument types; check state requirements where notarization or witness counts differ.

How do I verify signer identity for high-risk contracts?

Use stronger authentication such as SMS codes, knowledge-based authentication, or multi-factor options. For highest assurance, combine identity proofing with recorded video notarization where permitted by state law.

Are digital (PKI) signatures required?

Not usually. ESIGN/UETA accept a range of electronic signatures. Certain regulated records (FDA, 21 CFR Part 11) may require cryptographic digital signatures or additional controls.

How long should I keep executed agreements?

Retain active contracts for the term plus minimum federal retention (IRS: 3 years under IRC §6501(a)); healthcare records must follow 45 CFR §164.530(j). State rules may extend retention periods.

How can I amend an agreement after signing?

Create a written amendment referencing the original contract, execute it with the same signatory authority and signature method, and retain both documents in the contract repository to preserve the history.

Electronic Signature
Templates
Legal
Professional Services Agreement

Professional Services Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (the "Agreement") is made and entered into as of by and between Client Name: with a principal place of business at (\"Client\"), and Service Provider Name: with a principal place of business at (\"Service Provider\"). Client and Service Provider may be referred to individually as a \"Party\" and collectively as the \"Parties.\"

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services and has the experience and expertise necessary to provide the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform certain services pursuant to the terms and conditions set forth herein; and

WHEREAS, Service Provider is willing to provide such services to Client under the terms and conditions set forth in this Agreement.

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

1. SERVICES

1.1 Engagement. Client hereby engages Service Provider to perform the professional services described in this Agreement and in the scope of work set forth below (the "Services"), and Service Provider accepts such engagement.

Scope of Services Deliverables (if any)

2. TERM

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

3. COMPENSATION

3.1 Fees. Client shall pay Service Provider the fees set forth below for performance of the Services. Fees are exclusive of taxes unless otherwise required by law.

Fee Structure / Rate Payment Terms and Schedule Invoicing Frequency Late Payment

4. EXPENSES

4.1 Reimbursable Expenses. Client shall reimburse Service Provider for pre-approved, reasonable and necessary out-of-pocket expenses incurred in connection with the performance of the Services upon submission of documentation evidencing such expenses.

Expense Reimbursement Policy / Limits

5. INDEPENDENT CONTRACTOR

5.1 Relationship. Service Provider is an independent contractor and nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, joint venture, or agency between the Parties. Service Provider shall be solely responsible for taxes, withholdings and other statutory obligations of an independent contractor.

6. CONFIDENTIALITY

6.1 Confidential Information. Each Party agrees that it shall not disclose any Confidential Information of the other Party and shall use reasonable measures to safeguard such information. Confidential Information shall include non-public business, technical and financial information disclosed in connection with this Agreement.

Duration of Confidentiality (years)

7. INTELLECTUAL PROPERTY

7.1 Ownership of Deliverables. Unless otherwise agreed in writing, all tangible work product and deliverables specifically prepared for Client under this Agreement (the \"Work Product\") shall be the exclusive property of Client Service Provider. The Parties may specify ownership and licensing of pre-existing materials and third-party components below.

Provider Pre-existing Materials Client Pre-existing Materials

8. WARRANTIES; DISCLAIMER

8.1 Mutual Warranties. Each Party represents and warrants that it has full power and authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's sole and exclusive remedy for breach of such warranty shall be re-performance of the deficient Services or, if Service Provider fails to re-perform, a refund of fees paid for the deficient Services.

8.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED \"AS IS\" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Indemnification by Service Provider. Service Provider shall indemnify and hold Client harmless from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of Service Provider's gross negligence, willful misconduct, or material breach of this Agreement.

9.2 Indemnification by Client. Client shall indemnify and hold Service Provider harmless from and against any third-party claims arising from Client's breach of representations or misuse of the deliverables.

10. LIMITATION OF LIABILITY

10.1 Limitation. EXCEPT FOR LIABILITY RESULTING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Liability Cap Amount

11. INSURANCE

11.1 Insurance. Service Provider shall maintain insurance coverage appropriate to the Services, including, at a minimum, general liability insurance and professional liability (errors and omissions) coverage in commercially reasonable limits. Upon request, Service Provider shall provide certificates evidencing such coverage.

Minimum Insurance Requirements / Limits

12. TERMINATION

12.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon prior written notice to the other Party as set forth below.

Notice Period for Termination (days)

12.2 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 the notice period specified in this Agreement.

13. NOTICES

13.1 Method. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

Client Notice Address Service Provider Notice Address

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendment. This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties.

14.2 Waiver. No waiver of any breach shall be deemed a waiver of any subsequent breach. Waiver must be in writing and signed by the waiving Party.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; DISPUTE RESOLUTION

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

15.2 Dispute Resolution. The Parties agree to first attempt to resolve disputes through good faith negotiation. If unresolved, the Parties agree to submit the dispute to mediation and, if mediation fails, to binding arbitration conducted by a single arbitrator in accordance with the rules agreed by the Parties.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

16.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to make it valid and enforceable while preserving the Parties' intent.

MISCELLANEOUS

17.1 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except to an acquirer of all or substantially all assets or equity of the assigning Party.

17.2 Survival. Provisions which by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to Sections concerning confidentiality, indemnification, ownership of intellectual property, limitation of liability, and payment obligations.

Client:

By:

Date:

Service Provider:

By:

Date:

What a Professional Services Agreement Is

A Professional Services Agreement is a written contract that defines the relationship between a service provider and a client, specifying scope of work, deliverables, schedule, fees, payment terms, intellectual property allocation, confidentiality, and termination rights. It reduces ambiguity by allocating risk, clarifying responsibilities, and documenting performance milestones and acceptance criteria. In many industries it also supports regulatory compliance, invoicing, and tax reporting. The agreement may be executed electronically under U.S. e-signature law when the parties satisfy intent, consent, attribution, and retention requirements.

Why this Agreement Matters for Projects and Risk Management

A clear Professional Services Agreement aligns expectations, limits dispute exposure, and establishes payment and deliverable terms that protect both parties. It documents liability allocation, IP ownership, confidentiality provisions, and termination procedures that are necessary for commercial certainty and audit readiness.

Who Typically Creates and Signs These Agreements

Common users range from independent consultants to enterprise procurement and legal teams who need documented service relationships.

Independent consultants and solo practitioners who offer project-based services and require formal payment and IP terms.
Professional services firms (agencies, consultancies) that standardize client terms, project scoping, and recurring billing schedules.
Corporate procurement, legal, or vendor management teams responsible for onboarding vendors and approving third-party engagements.

Selection of signatories and review cycles depends on the contract value, industry compliance needs, and internal approval policies.

Key Roles Involved

Consulting Firm COO

The COO typically approves commercial terms, negotiates fixed-fee or time-and-materials arrangements, and ensures the agreement aligns with service delivery milestones and invoicing schedules. They coordinate finance, operations, and client delivery teams to reduce disputes and support on-time payments.

In-house Counsel

General counsel or contracts counsel reviews liability caps, indemnities, IP assignments, and confidentiality provisions, and confirms that electronic signature methods satisfy ESIGN and applicable state law requirements before execution.

Essential Components to Include

A comprehensive Professional Services Agreement organizes the commercial, operational, and legal terms that govern the client–vendor relationship.

Scope of Work

Describe tasks, deliverables, acceptance criteria, and any excluded services so parties share a common understanding of expectations and success measures.

Payment Terms

Specify fees, billing schedule, expenses, late payment interest, and invoicing requirements to avoid disputes and support accounting and tax reporting.

Schedule & Milestones

Define milestone dates, delivery timelines, and remedies for missed deadlines, including notice and cure periods for performance failures.

Intellectual Property

Allocate ownership or license rights for work product, preexisting IP, and deliverables; include work-for-hire or assignment language where appropriate.

Confidentiality

Include nondisclosure obligations, duration, permitted disclosures, and treatment of confidential information after termination.

Termination & Remedies

Set termination rights for convenience and breach, outline notice requirements, and describe post-termination obligations and transition assistance.

Step-by-Step: Completing a Professional Services Agreement

Follow a clear sequence from draft to signature to minimize rework and ensure appropriate approvals and verifications are captured.

01

Draft: Populate scope, fees, and deadlines using a template or SOW attachment.
02

Review: Route to legal, finance, and delivery leads for comments and risk review.
03

Approve: Obtain required internal approvals and set signatory authority levels.
04

Execute: Collect signatures electronically or in person and retain an executed copy with an audit trail.

Configuring an Online Completion Workflow

Set up fields, authentication, and routing to reflect your approval steps and compliance needs.

Field Setup	Place signature, initials, date, and required text fields for each party.
Authentication	Choose email link, SMS code, or advanced signer auth based on risk level.
Template Library	Save approved templates and SOW exhibits for reuse to speed future agreements.
Bulk Routing	Enable bulk send for high-volume engagements or recurring renewals.
Integration	Connect to CRM or accounting systems for automated contract recordkeeping.

Where to Send the Executed Agreement

Define clear destinations for the signed agreement to ensure contract visibility across teams and compliance with retention policies.

Client: Provide the fully executed copy to the client for their records and accounting.
Legal Department: Send to legal for contract repository and future amendments tracking.
Accounting: Forward invoices and payment schedules to accounts payable for processing.
Document Storage: Archive in a secure document management system with version history and access controls.

Technical Features for Managing Agreements

Use tools and export options that preserve authenticity and evidentiary value while matching internal workflows.

Export Formats

Save executed agreements as PDF/A or PDF with embedded audit trails to preserve timestamps and tamper evidence for audits.

Template Control

Maintain approved clause libraries and templates to ensure consistent language across engagements and reduce legal review time.

Clause Library

Store standard indemnity, insurance, and IP clauses centrally so reviewers can evaluate deviations quickly during negotiation.

Amendment Tracking

Log amendments and create addenda that reference the original agreement, with signatures and execution dates recorded for traceability.

Practical Tips for Clear, Enforceable Agreements

Adopt consistent drafting and execution practices to reduce disputes and speed approvals.

Define Deliverables with Measurable Criteria

Describe deliverables, acceptance tests, and reporting requirements in measurable terms so both parties can objectively confirm completion and trigger payment.

Use Clear Payment and Change Order Procedures

Specify how changes to scope are submitted, priced, and approved to avoid unpaid work and scope creep.

Confirm Signatory Authority

Verify the person signing has authority to bind the organization and record that authority in procurement or signature approval logs.

Preserve an Audit Trail

Retain execution metadata (timestamps, IP, signer identity) and chain-of-custody records to support enforceability and regulatory reviews.

Common Deadlines and Timing Considerations

Track contractual and regulatory dates to avoid missed payments, acceptance disputes, or tax penalties.

Payment Due Dates:

Follow invoice terms such as Net 30; late fees begin after the stated grace period.

Deliverable Milestones:

Adhere to milestone dates in the SOW; record partial deliveries and acceptances.

Termination Notice Period:

Provide the notice required for convenience or breach termination outlined in the agreement.

Renewal and Option Deadlines:

Monitor automatic renewal windows and notice periods for nonrenewal or renegotiation.

Tax Reporting Deadlines:

Issue 1099-NEC to contractors and IRS by Jan 31 each year per IRS requirements.

eSignature Vendor Pricing Snapshot for Contract Execution

Typical per-user and per-signature pricing varies by vendor and plan; compare features and compliance needs when selecting an eSignature provider.

	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 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
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Common Preparation Pitfalls to Avoid

Vague scope language that creates disputes about what work is included and what is billable, leading to client disagreements and unpaid work.
Missing signatory authority where the person signing lacks corporate approval, which can render the agreement unenforceable or require ratification.
Failing to specify payment terms and invoicing requirements clearly, which delays collections and complicates financial reconciliation.
Neglecting authentication strength for high-risk contracts, increasing exposure to signature challenges or fraud in the absence of strong evidence.

Consequences of Incorrect or Incomplete Agreements

Payment Disputes: Delayed revenue and collection costs

Contract Voidability: Risk of unenforceable terms

IP Misallocation: Loss of rights or unclear ownership

Tax Penalties: 1099 penalties under IRC §6721

Compliance Exposure: HIPAA or sector fines where applicable

Operational Delay: Project slowdowns and client dissatisfaction

Frequently Asked Questions

Answers to common questions about execution, e-signatures, authentication, notarization, retention, and post-signature changes.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and state UETA statutes when intent, consent, attribution, and retention are present. Certain narrow exceptions (wills, some court filings) remain paper-only in many jurisdictions.
When is notarization or witnesses required?
Most Professional Services Agreements do not require notarization. State rules vary for deeds, powers of attorney, or other instrument types; check state requirements where notarization or witness counts differ.
How do I verify signer identity for high-risk contracts?
Use stronger authentication such as SMS codes, knowledge-based authentication, or multi-factor options. For highest assurance, combine identity proofing with recorded video notarization where permitted by state law.
Are digital (PKI) signatures required?
Not usually. ESIGN/UETA accept a range of electronic signatures. Certain regulated records (FDA, 21 CFR Part 11) may require cryptographic digital signatures or additional controls.
How long should I keep executed agreements?
Retain active contracts for the term plus minimum federal retention (IRS: 3 years under IRC §6501(a)); healthcare records must follow 45 CFR §164.530(j). State rules may extend retention periods.
How can I amend an agreement after signing?
Create a written amendment referencing the original contract, execute it with the same signatory authority and signature method, and retain both documents in the contract repository to preserve the history.

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