Can this agreement be signed electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Ensure intent, consent, attribution, and retention capability to satisfy the ESIGN four-prong test.

Are there exceptions to electronic signing?

Certain documents (for example wills, some court filings, and a small set of statutory instruments) are often excluded from e-signature rules. Confirm whether your particular instrument is subject to any statutory exception.

Do I need a notary or witnesses?

Most professional services agreements do not require notarization or witnesses. If a specific state or statute requires notarization for a particular attachment (for example, power of attorney), follow that requirement or use a remote online notary where permitted.

How do I ensure HIPAA compliance if PHI is involved?

If protected health information is exchanged, include a HIPAA-compliant Business Associate Agreement and use a platform that supports HIPAA with a signed BAA. Retain related records for six years per 45 CFR §164.530(j).

What if a signer’s name or entity is wrong?

Name or entity mismatches can create enforceability and tax-reporting issues. Correct errors before signing or execute a written amendment. Collect accurate W-9 information to avoid backup withholding.

How do I amend or revoke the agreement?

Amendments should be in writing and signed by authorized parties. Revocation or termination rights should follow the contract’s termination clause; immediate rescission may carry liability if not permitted by the agreement.

Electronic Signature
Templates
Legal
Professional Services PC Agreement

Professional Services PC Agreement

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PROFESSIONAL SERVICES PC AGREEMENT

This Professional Services PC Agreement ("Agreement") is made and entered into as of by and between Client Name: with principal place of business at and Service Provider Name: , a professional corporation organized under the laws of (Service Provider).

RECITALS

WHEREAS, Service Provider is duly licensed and qualified to perform professional services in the field described in Section 1 and possesses specialized knowledge, experience and personnel necessary to perform such services for Client;

WHEREAS, Client desires to engage Service Provider to perform certain professional services on the terms and conditions set forth herein, and Service Provider is willing to perform such services for the compensation provided in this Agreement;

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to the engagement and the delivery of deliverables and other work product;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. Service Provider shall provide the professional services described in the scope below (the "Services"). Service Provider shall use reasonable skill, care and diligence in accordance with industry standards for similar professional corporations.

Scope of Services

2. TERM

2.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for months unless earlier terminated in accordance with Section 9.

3. COMPENSATION AND EXPENSES

3.1 Fees. Client shall pay Service Provider fees for the Services at the rates set forth below. Fees shall be due in accordance with the payment terms in Section 3.2. Service Provider shall not be required to perform Services for which Client has not agreed to the applicable fee.

Standard Professional Fee (per hour or flat)

3.2 Payment Terms. Client shall pay invoices within days of invoice date. Overdue amounts shall accrue interest at the rate of % per month or the maximum rate permitted by law, whichever is lower.

3.3 Expenses. Client shall reimburse Service Provider for reasonable, documented out-of-pocket expenses incurred in connection with the performance of Services if pre-approved in writing by Client. Pre-approval requirement: Yes

4. INVOICES AND RECORDS

4.1 Invoices. Service Provider shall submit itemized invoices to Client describing Services performed, time expended, applicable rates and reimbursable expenses. Invoices shall be submitted to the address specified in Section 14.

4.2 Records. Service Provider shall maintain complete and accurate records supporting invoices for a period of three (3) years following submission and shall permit Client to inspect such records upon reasonable prior notice during normal business hours.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

5.2 Obligations. The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) disclose Confidential Information only 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.

5.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by Receiving Party; (b) was known by Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Disclosing Party's Confidential Information.

Confidentiality Duration (months)

6. INTELLECTUAL PROPERTY

6.1 Work Product. All tangible results, deliverables and other materials created by Service Provider specifically for Client under this Agreement (collectively, "Work Product") shall be the exclusive property of Client upon full payment. Service Provider hereby irrevocably assigns and transfers to Client all right, title and interest in and to such Work Product, including all copyrights and other intellectual property rights.

6.2 Background IP. Notwithstanding the foregoing, Service Provider shall retain ownership of its pre-existing intellectual property and general know-how ("Background IP"). Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use Background IP solely to the extent incorporated into the Work Product and solely for Client's internal business purposes.

Describe expected Work Product or deliverables

7. INDEPENDENT CONTRACTOR; PROFESSIONAL STANDARDS

7.1 Independent Contractor. Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider shall be solely responsible for the manner and means of performing the Services and for all taxes and other obligations applicable to its personnel.

7.2 Professional Standards. Service Provider represents that it shall perform the Services in accordance with applicable professional standards and licensing requirements for a professional corporation in its discipline and jurisdiction.

8. INSURANCE AND INDEMNITY

8.1 Insurance. During the term of this Agreement Service Provider shall maintain professional liability insurance with limits no less than per claim and general liability insurance as reasonably required. Service Provider shall furnish certificates of insurance upon request.

8.2 Indemnity. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of Service Provider's negligence, willful misconduct or material breach of this Agreement.

9. LIMITATION OF LIABILITY; REMEDIES

9.1 Limitation of Liability. Except for liability arising from willful misconduct, fraud, or indemnification obligations, in no event shall either party be liable for consequential, incidental, exemplary, special or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

10. TERMINATION

10.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. Upon termination for convenience, Client shall pay Service Provider for Services performed and reimbursable expenses incurred up to the effective date of termination.

10.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

11. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

11.1 Mutual Representations. Each party represents and warrants that it has the legal power and authority to enter into and perform this Agreement and that the person signing this Agreement on its behalf is authorized to do so.

11.2 Service Provider Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

12. GOVERNING LAW; VENUE

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

12.2 Venue. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county in which the Governing Law state has its principal seat for any action arising out of or relating to this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

13.1 Entire Agreement. This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

13.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision that approximates the parties' intent.

13.3 Amendment; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right.

14. NOTICES

14.1 Form of Notice. All notices, consents and other communications required or permitted hereunder shall be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail (return receipt requested) to the addresses set forth below or to such other address as either party may designate by notice hereunder.

Client Notice Address Service Provider Notice Address

15. MISCELLANEOUS

15.1 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures provided by electronic means (including scanned or electronically transmitted signatures) shall be binding and effective to the same extent as original signatures.

15.2 Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets.

Client:

By:

Date:

Service Provider:

By:

Date:

What the Professional Services PC Agreement Covers

A Professional Services PC Agreement is a written contract between a professional corporation (PC) and a client that sets the scope of services, payment terms, deliverables, timelines, and the parties' rights and obligations. It clarifies the scope of professional work (for example, medical, legal, engineering, or accounting services), allocates risk through liability limits and indemnities, addresses intellectual property and confidentiality, and identifies governing law and dispute resolution. Many organizations incorporate express execution and record-retention provisions so the parties can rely on electronic signatures where permitted under ESIGN and applicable state law.

Why a Clear Agreement Matters for Professional Corporations

A properly drafted Professional Services PC Agreement reduces disputes, clarifies payment and deliverable expectations, preserves professional licensing and entity protections, and documents consent to electronic execution under ESIGN and state law.

Typical parties and teams that rely on this agreement

Who typically completes or signs a Professional Services PC Agreement and why.

Professional corporations and licensed practitioners preparing standardized engagement terms for clients.
Clients or contracting businesses reviewing scope, deliverables, and payment schedules before procurement.
General counsel, contract managers, or procurement teams overseeing compliance, indemnity, and IP clauses.

These roles ensure legal, financial, and operational alignment before signatures are collected.

Representative signer roles

Managing Partner

The Managing Partner signs for the PC in many small professional practices. They confirm licensing compliance, approve fee terms, accept indemnity limits, and ensure the agreement aligns with professional rules and corporate bylaws.

Procurement Manager

A Procurement Manager or contract administrator signs or countersigns on the client side. They verify scope, payment milestones, invoicing cadence, and any insurance or certificate of insurance requirements stated in the agreement.

Essential clauses to include in the agreement

A Professional Services PC Agreement should include clear, enforceable provisions covering services, fees, timeline, IP, confidentiality, and liability allocation to reduce ambiguity and support compliance.

Scope of Services

Describe services in precise, objective terms and reference any exhibits or SOWs. Define deliverables, acceptance criteria, and change-order procedures to avoid scope disputes.

Compensation

Specify fees, invoicing schedule, expenses, reimbursement rules, and late-payment interest. State whether retainers, milestones, or time-and-materials apply.

Term & Termination

Set an effective date, duration, renewal terms, and termination rights, including cure periods and consequences for early termination.

Intellectual Property

Allocate ownership of work product, license rights, and any preexisting IP. Include assignment language for work-for-hire when appropriate.

Confidentiality

Define confidential information, permitted disclosures, and survival periods. For healthcare, include HIPAA addenda as required.

Liability & Indemnity

State limitations on liability, indemnification obligations, insurance requirements, and caps or exclusions for consequential damages.

Practical steps to prepare and execute the agreement

Follow a standard sequence to reduce errors and ensure enforceability when completing a Professional Services PC Agreement.

01

Prepare Document: Assemble SOWs, insurance certificates, and compliance addenda.
02

Legal Review: Have counsel check liability, licensing, and IP clauses.
03

Execute Signatures: Collect authorized signatures; confirm signer authority.
04

Distribute & Archive: Send executed copies to all parties and store securely.

Typical electronic signing workflow for the agreement

An electronic workflow speeds execution while preserving a tamper-evident record and audit trail required for enforceability.

Upload Document: Add the final agreement PDF to the e-sign platform.
Place Fields: Insert signature, date, and initial fields where needed.
Send to Signers: Dispatch via email link or secure signing URL.
Complete Audit Trail: Platform records timestamps, IP, and signer events.

Recommended eSignature settings for secure execution

Configure workflow settings to balance signer convenience with authentication strength and record retention requirements.

Field	Configuration
Authentication	Email link \| SMS code for higher assurance
Signing Order	Sequential \| Use when approvals must be ordered
Reminders	Auto-remind every 3–7 days
Retention	Retain signed PDF + audit trail for required period

File formats and integrations to support the agreement

Use widely supported file types and connect to your document systems to reduce manual steps and ensure version control.

File Types: PDF, DOCX
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: Email, SMS, KBA

Integrations and standard file formats help automate routing, store executed copies in ERPs, and maintain consistent audit trails for compliance.

Typical eSignature vendor comparison for executing this agreement

Compare common plan features and starting prices across vendors; signNow is listed first per platform-neutral comparisons and all vendor columns use published pricing or standard descriptors.

	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 plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Common timing terms to include and monitor

Specify payment, notice, and deliverable deadlines clearly to prevent disputes and ensure predictable cash flow.

Payment Terms:

Net 30 or agreed milestone schedule; state invoicing cadence

Notice to Cure:

Typical cure periods are 10–30 days before termination

Deliverable Milestones:

List dates or relative timeframes tied to acceptance criteria

Termination Notice:

Require 30 days' written notice for convenience termination

Tax Reporting:

Collect W-9s promptly to avoid backup withholding obligations

Frequently asked questions about execution and enforceability

Answers to common legal and process questions about Professional Services PC Agreements, electronic signatures, and recordkeeping.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Ensure intent, consent, attribution, and retention capability to satisfy the ESIGN four-prong test.
Are there exceptions to electronic signing?
Certain documents (for example wills, some court filings, and a small set of statutory instruments) are often excluded from e-signature rules. Confirm whether your particular instrument is subject to any statutory exception.
Do I need a notary or witnesses?
Most professional services agreements do not require notarization or witnesses. If a specific state or statute requires notarization for a particular attachment (for example, power of attorney), follow that requirement or use a remote online notary where permitted.
How do I ensure HIPAA compliance if PHI is involved?
If protected health information is exchanged, include a HIPAA-compliant Business Associate Agreement and use a platform that supports HIPAA with a signed BAA. Retain related records for six years per 45 CFR §164.530(j).
What if a signer’s name or entity is wrong?
Name or entity mismatches can create enforceability and tax-reporting issues. Correct errors before signing or execute a written amendment. Collect accurate W-9 information to avoid backup withholding.
How do I amend or revoke the agreement?
Amendments should be in writing and signed by authorized parties. Revocation or termination rights should follow the contract’s termination clause; immediate rescission may carry liability if not permitted by the agreement.

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