Can a PSA be e-signed?

Yes. Under the ESIGN Act (15 U.S.C. §7001) and state UETA laws, most service agreements can be electronically signed if parties consent and the record is retained. Exceptions include certain testamentary or court-ordered documents where electronic signatures may be excluded.

How do I ensure an e-signature is legally valid?

Follow the four-prong ESIGN test: demonstrate intent to sign, obtain consent to electronic records, attribute the signature to the signer, and retain a reproducible record. For consumer-facing records comply with 15 U.S.C. §7001(c) disclosure and withdrawal requirements.

Is notarization or a witness required?

Generally a PSA does not require notarization or witnesses. If a specific jurisdiction or document type requires notarization (for example deeds or powers of attorney), follow the state notary and RON rules and retain required certificates or recordings.

How should I amend an executed PSA?

Document amendments in writing, reference the original agreement, specify the effective date, and obtain signatures from authorized representatives per the PSA amendment clause to prevent disputes over scope or authority.

How is a PSA revoked or terminated?

Follow termination and cure provisions in the PSA. Termination for cause commonly requires notice and a cure period; termination for convenience requires the specified notice and any payment or wind-down obligations spelled out in the contract.

What if the signer lacked authority?

A signature by an unauthorized person can render the agreement voidable. Remedy options include ratification by an authorized representative, corrective signatures, or obtaining a corporate resolution. Verify signatory authority early to reduce enforceability risk.

Electronic Signature
Templates
Legal
Professional Services PSA

Professional Services PSA

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

PROFESSIONAL SERVICES AGREEMENT (PSA)

This Professional Services Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: , a/an with principal place of business at Client Address: , and Service Provider Name: , a/an with principal place of business at Provider Address: .

RECITALS

WHEREAS, Client desires to obtain certain professional services in accordance with the terms and conditions set forth herein; and

WHEREAS, Service Provider has the qualifications, experience, and ability to perform the services described in this Agreement and represents that it will perform such services in a professional and workmanlike manner; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the engagement of Service Provider by Client.

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 perform the professional services described in the Scope of Services attached to this Agreement or described below. The Scope of Services shall include deliverables, milestones, and any performance standards required by Client.

Scope of Services

2. TERM

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue until completion of the Services or termination in accordance with Section 12.

2.2 Renewal or Extension. Any extension or renewal of the Term shall be in writing and executed by authorized representatives of both parties.

3. COMPENSATION

3.1 Fees. Client shall pay Service Provider fees in accordance with the rates and schedule set forth below or in an attached fee schedule. All fees are exclusive of taxes unless otherwise stated.

Compensation Amount Payment Terms

4. INVOICING AND EXPENSES

4.1 Invoices. Service Provider shall submit invoices in accordance with the payment schedule. Invoices shall itemize services performed, hours, applicable rates, and reimbursable expenses.

4.2 Reimbursable Expenses. Client shall reimburse reasonable and necessary out-of-pocket expenses incurred by Service Provider in performing the Services, provided such expenses are pre-approved in writing by Client.

5. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Service Provider shall be solely responsible for all taxes, withholdings, and benefits for its personnel.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Obligations. Receiving party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except as necessary to perform the Services, and shall use at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

6.3 Exceptions. Confidential Information does not include information that is (a) publicly known through no breach by the receiving party; (b) rightfully received from a third party without restriction; or (c) independently developed without use of Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Ownership of Pre-Existing IP. Each party retains all right, title and interest in its pre-existing intellectual property.

7.2 Deliverables. Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in the original deliverables created specifically for Client under this Agreement upon full payment. Service Provider retains the right to use general skills, know-how, and non-confidential techniques.

8. REPRESENTATIONS AND WARRANTIES

Service Provider represents and warrants that (a) it has full power and authority to enter into this Agreement; (b) the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards; and (c) the Services and deliverables will not knowingly infringe any third-party intellectual property rights.

9. INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law.

10. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable for lost profits, special, incidental, consequential, or punitive damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Liability Cap (optional)

11. INSURANCE

Service Provider shall maintain commercial general liability and professional liability insurance at levels customary in the industry and shall provide certificates of insurance upon Client's request. Service Provider shall promptly notify Client of any material change to such coverage.

12. TERMINATION

12.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days prior to the effective date of termination.

12.2 Termination for Cause. Either party may terminate for material breach by the other if such breach remains uncured for thirty (30) days after written notice specifying the breach.

12.3 Effect of Termination. Upon termination, Client shall pay Service Provider for all Services performed and approved expenses incurred through the effective date of termination. Sections that by their nature survive termination shall so survive.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

Client Notice Address Provider Notice Address

14. AMENDMENTS; WAIVER

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties. The failure of either party to enforce any right shall not constitute a waiver of that right.

15. ENTIRE AGREEMENT

This Agreement, together with any attachments or exhibits, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to the subject matter hereof.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a tribunal of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid and enforceable provision that achieves, to the extent possible, the original intent of the parties.

17. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures or delivery of a facsimile or image of an executed signature page shall be binding for all purposes.

18. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles.

19. SURVIVAL

Provisions that by their nature are intended to survive termination or expiration of this Agreement, including but not limited to Sections 6 (Confidentiality), 7 (Intellectual Property), 9 (Indemnification), 10 (Limitation of Liability), 15 (Entire Agreement) and 16 (Severability), shall survive.

20. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect interpretation. If either party is required to incur attorneys' fees to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

Client:

By:

Date:

Service Provider:

By:

Date:

What the Professional Services PSA Is and When It Applies

The Professional Services PSA is a contractual agreement that defines the scope, deliverables, timelines, payment terms, intellectual property allocation, and acceptance criteria for services provided by a vendor to a client. It sets obligations for both parties, identifies key personnel and milestones, and describes change-order and dispute-resolution procedures. In many engagements the PSA also includes confidentiality, indemnification, insurance, and termination clauses. For regulated industries, the PSA may reference compliance obligations such as HIPAA or data-security requirements and specify record-keeping, audit, and subcontractor controls.

Why a Professional Services PSA Matters

Use a Professional Services PSA to set clear expectations, allocate risk, define payment and acceptance criteria, and reduce disputes. A well-drafted PSA clarifies responsibilities, supports project governance, and provides contractual mechanisms for changes, liability limits, and termination while aligning legal and operational teams.

Who Prepares and Signs a Professional Services PSA

Internal procurement, legal counsel, program managers, and vendors commonly prepare, review, and execute Professional Services PSAs to govern contracted service engagements.

Procurement teams: manage sourcing, commercial terms, and supplier performance obligations.
Legal departments: draft clauses on liability, IP, confidentiality, and dispute resolution.
Project managers: define deliverables, acceptance tests, milestones, and change-control processes.

Smaller firms often use standardized templates while enterprises include more detailed exhibits, service-level metrics, and tailored compliance language.

Typical Signatories and Their Roles

Authorized Signatory

An authorized signatory is a company officer, partner, or authorized representative with legal power to bind the organization. Confirm board or delegated authority limits, signatory title, and whether signature requires countersignature or corporate seal to ensure enforceability under state law.

Service Provider Lead

The service provider lead is the individual responsible for project delivery, acceptance criteria, and client communication. Include name, role, contact information, and escalation path. The PSA should specify delegated authority for change orders and subcontractor approvals to prevent delays.

Required Information and Key Fields

Party Legal Name: Full legal entity name, no abbreviations

Scope of Work: Detailed deliverables, milestones, acceptance criteria

Payment Terms: Amount, schedule, invoicing, late fees

IP Assignment: Who owns deliverables and licenses

Confidentiality: Nondisclosure obligations and duration

Compliance Attachments: HIPAA, security, regulatory exhibits as needed

Common Preparation Mistakes to Avoid

Vague scope of work that omits deliverables or measurable acceptance criteria, leading to disputes over whether the provider met contractual obligations.
Fuzzy change-order process without defined rates, approvals, or timeline impact, which causes scope creep and unpaid work.
Absence of clear signatory authority or corporate resolution results in unenforceable signatures or delayed project starts while authority is verified.
Unclear payment milestones and invoicing instructions cause late payments, interest disputes, and potential interruption of services.

Key Consequences of an Incorrect or Incomplete PSA

Termination Liability: Costs for early termination

Indemnification Exposure: Third-party claim responsibility

Warranty Breach: Remedies and repair obligations

Payment Default: Interest, collection costs

Regulatory Noncompliance: HIPAA or tax penalties

IP Disputes: Injunctions and damages

Step-by-Step: Complete and Execute the PSA

Use the following sequential steps to draft, review, and execute a Professional Services PSA with clear responsibilities and payment terms.

01

Draft: Outline scope, deliverables, milestones, and pricing.
02

Review: Legal and procurement review clauses, liabilities, and IP.
03

Negotiate: Agree change orders, payment schedule, and SLAs.
04

Execute: Obtain authorized signatures, dates, and retain executed copy.

How to Configure an Online PSA Workflow

Configure an online workflow to route the PSA for signature, set authentication levels, and attach exhibits.

Field	Configuration
Routing	Sequential signers with parallel options
Authentication	Email verification, SMS code, or KBA
Fields	Signature, initials, date, text, conditional fields
Attachments	Append exhibits, SOW, insurance certificates

Distribution and Platform Requirements

For electronic execution, verify platform integrations, file formats, and signer authentication options before distribution to stakeholders.

Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace
Formats: PDF, DOCX, HTML accepted
Authentication: Email link, SMS code, or 2FA

Where to Send the Executed PSA

After execution, distribute the signed PSA to internal stakeholders, the service provider, and central contract repository for storage and compliance.

Client Copy: Circulate to legal and procurement teams
Provider Copy: Send to vendor account and project lead
Repository: Upload executed PDF to records system
Regulatory Filing: Submit exhibits to regulators when required

Typical Deadlines and Processing Expectations

Key contractual dates determine performance, payment, and termination rights; track effective date, milestone deadlines, invoicing schedules, and notice periods in the PSA.

Effective Date and Term:

State start date (MM/DD/YYYY) and contract term length.

Invoice and Payment Due Dates:

Standard net-30 unless otherwise negotiated; include late interest terms.

Deliverable Acceptance Window:

Client has 15 business days to accept or reject deliverables.

Insurance and Certificates Deadline:

Provider must deliver certificates before work starts, typically 10 days.

Notice and Cure Periods:

Specify cure period, commonly 30 days, for nonconformance notices.

Key Contract Milestones from Start to Finish

Typical contract lifecycle milestones map from negotiation to closeout and should be monitored against dates and dependencies.

01

Negotiation

Finalize scope, pricing, and commercial terms before signature.

02

Onboarding

Provider submits schedule, staff assignments, and security docs.

03

Delivery

Complete milestones, perform acceptance testing, and obtain sign-off.

04

Closeout

Complete final invoice, return assets, and confirm obligations ended.

Core Components to Include in a Professional Services PSA

A Professional Services PSA organizes core contract elements into discrete clauses and exhibits to reduce ambiguity and support enforceability across jurisdictions.

Scope

Describe specific services, deliverables, milestones, acceptance criteria, and any excluded work. Attach a Statement of Work or SOW as an exhibit to provide measurable criteria for testing and approval of completed work.

Payment

State total fees, payment schedule, invoice requirements, currency, taxable treatment, and remedies for late payment. Include expenses, retainers, milestones tied to payments, and billing contact details.

IP

Specify ownership of preexisting IP, work product, and deliverables. If transferring rights, use precise assignment language; otherwise grant specific licenses and include moral rights waivers where applicable.

Confidentiality

Define confidential information, permitted disclosures, duration of obligations, data handling procedures, permitted subcontractor access, and any required security measures such as encryption or BAA for healthcare data.

Liability

Limit types of recoverable damages, set cap limits, carve-outs for gross negligence or willful misconduct, and specify insurance minimums and notice procedures for claims.

Termination

Include termination for convenience, termination for cause, notice periods, obligations on termination such as final invoices, transition assistance, and rights to retain or return materials.

Illustrative Use Cases from Real Organizations

Real-world examples show how standardized PSAs streamline execution and compliance across teams in diverse industries.

Martin Properties

Martin Properties standardized service agreements across property management and sales to reduce turnaround and centralize records for compliance review.

Signatures collected remotely on mobile or offline.
The standardized PSA included clear acceptance criteria, insurance requirements, and a centralized exhibit for scope of work, enabling consistent onboarding of vendors and simplifying audit trails without the need for in-person signing or paper storage.

Fertility Centers of Illinois

Fertility Centers of Illinois consolidated consent forms and provider agreements to maintain compliance and expedite patient-related administrative tasks.

API integrations used for workflow automation.
Integrating agreement templates with backend systems reduced manual data entry, improved record retrieval during audits, and maintained secure handling of protected health information under HIPAA through defined access and logging protocols.

eSignature Vendor Pricing and Feature Snapshot

Compare core pricing and capability indicators for eSignature vendors commonly used to execute PSAs in procurement and legal workflows.

	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 trial	Varies	Varies	Varies	Varies
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

Frequently Asked Questions and Practical Answers

Answers to common questions about executing, amending, and enforcing a Professional Services PSA, including electronic signing and authority issues.

Need help? Contact support

Can a PSA be e-signed?
Yes. Under the ESIGN Act (15 U.S.C. §7001) and state UETA laws, most service agreements can be electronically signed if parties consent and the record is retained. Exceptions include certain testamentary or court-ordered documents where electronic signatures may be excluded.
How do I ensure an e-signature is legally valid?
Follow the four-prong ESIGN test: demonstrate intent to sign, obtain consent to electronic records, attribute the signature to the signer, and retain a reproducible record. For consumer-facing records comply with 15 U.S.C. §7001(c) disclosure and withdrawal requirements.
Is notarization or a witness required?
Generally a PSA does not require notarization or witnesses. If a specific jurisdiction or document type requires notarization (for example deeds or powers of attorney), follow the state notary and RON rules and retain required certificates or recordings.
How should I amend an executed PSA?
Document amendments in writing, reference the original agreement, specify the effective date, and obtain signatures from authorized representatives per the PSA amendment clause to prevent disputes over scope or authority.
How is a PSA revoked or terminated?
Follow termination and cure provisions in the PSA. Termination for cause commonly requires notice and a cure period; termination for convenience requires the specified notice and any payment or wind-down obligations spelled out in the contract.
What if the signer lacked authority?
A signature by an unauthorized person can render the agreement voidable. Remedy options include ratification by an authorized representative, corrective signatures, or obtaining a corporate resolution. Verify signatory authority early to reduce enforceability risk.

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