Are electronic signatures valid?

Yes. Electronic signatures meeting ESIGN (15 U.S.C. §7001) and UETA requirements are legally enforceable for most transactions in the United States, provided intent, consent, attribution, and durable record retention are satisfied.

When is a notary required?

Notarization is not generally required for commercial PSAs, but some states or specific provisions (e.g., deeds, certain affidavits) may require notarization. Use the state notary rules or RON where permitted for added evidentiary value.

Is a HIPAA addendum necessary?

If the PSA involves protected health information and one party is a covered entity or business associate, include a HIPAA Business Associate Agreement and reference 45 CFR requirements for safeguards and breach notifications.

How should I store executed PSAs?

Retain executed agreements and audit trails in tamper-evident storage with access controls. Follow IRS, HIPAA, and other industry retention rules; keep financial records at least three years (IRC §6501(a)).

Can signers use different signing methods?

Yes. Parties may use typed, drawn, or platform-based cryptographic signatures, provided all parties consent to electronic execution and the platform captures sufficient audit evidence.

What if a party lacks signing authority?

Verify signatory authority before execution. If an unauthorized person signs, the agreement may be voidable; obtain ratification from an authorized corporate officer or re-execute with proper authority.

Electronic Signature
Templates
Legal
Professional Services PSA Agreement

Professional Services PSA Agreement

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

PROFESSIONAL SERVICES PSA AGREEMENT

This Professional Services PSA Agreement (this "Agreement") is entered into as of Effective Date: by and between Client Name: (the "Client"), an entity organized as under the laws of with principal place of business at , and Service Provider Name: (the "Provider"), an entity organized as under the laws of with principal place of business at .

RECITALS

WHEREAS, the Provider is engaged in the business of providing professional services consisting of consulting, development, implementation and related deliverables; and

WHEREAS, the Client desires to engage the Provider to perform certain professional services as described in one or more Statements of Work and the Provider is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement serve as the master professional services agreement governing the provision of Services and Deliverables by the Provider to the Client.

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

1. DEFINITIONS

1.1 "Services" means the professional services described in a Statement of Work executed under this Agreement and any subsequent amendments agreed in writing by the parties.

1.2 "Deliverables" means any tangible or intangible work product, reports, designs, software, documentation and other items specifically identified in a Statement of Work to be delivered to Client by Provider as a result of the Services.

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

2. SCOPE OF SERVICES

Provider shall perform the Services and deliver Deliverables as described in each Statement of Work entered into pursuant to this Agreement. Each Statement of Work shall specify the scope, deliverables, schedule, acceptance criteria and fees for the Services. The initial Statement of Work is described below.

Initial Statement of Work — Summary

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue until terminated as provided herein or until completion of all Statements of Work, whichever occurs later.

3.2 Termination for Convenience. Either party may terminate this Agreement or any Statement of Work for convenience upon written notice delivered at least days prior to the effective termination date.

3.3 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 days after receipt of written notice specifying the breach.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Client shall pay Provider fees in accordance with the applicable Statement of Work. Standard fee arrangements include hourly rates, fixed fees, or milestone payments as specified in the Statement of Work.

Billing and Payment Terms Net Payment Due (days)

4.2 Invoicing. Provider shall submit invoices in sufficient detail to allow Client to verify charges. Unless otherwise agreed, invoices are due within the Net Payment Due period following Client's receipt.

4.3 Expenses. Client shall reimburse Provider for pre-approved out-of-pocket expenses reasonably incurred in the performance of Services upon submission of receipts or other substantiation.

5. CHANGES

Any change in scope, schedule or fees shall be set forth in a written Change Order signed by authorized representatives of both parties. Provider shall not be obligated to perform changed work until a Change Order has been executed.

6. CONFIDENTIALITY

Each party shall protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not be disclosed to any third party except as permitted by this Agreement or required by law. Upon termination or expiration of this Agreement, receiving party shall return or destroy Confidential Information as directed by disclosing party.

7. INTELLECTUAL PROPERTY

7.1 Background IP. Each party retains all right, title and interest in its pre-existing intellectual property ("Background IP"). Nothing in this Agreement transfers ownership of Background IP.

7.2 Deliverables. Subject to Client's timely payment of fees, Provider hereby assigns to Client all right, title and interest in and to the Deliverables created specifically for Client under a Statement of Work, to the extent transferable. Provider retains a non-exclusive, non-transferable license to use general concepts, skills, know-how and techniques developed in connection with the Services that are not Client Confidential Information or part of the Deliverables.

8. REPRESENTATIONS AND WARRANTIES

Provider represents and warrants that (i) it has the right and authority to enter into this Agreement; (ii) the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; and (iii) the Deliverables will not, to Provider's knowledge, infringe the intellectual property rights of any third party. Client represents that it has the right to disclose to Provider any materials or data provided for the performance of the Services.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third party claims arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct. The indemnified party shall provide prompt written notice of the claim and cooperate in the defense, which shall be controlled by the indemnifying party.

10. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

11. INSURANCE

Provider shall maintain insurance coverages customary for the industry, including commercial general liability and professional liability/errors & omissions insurance in commercially reasonable limits. Upon request, Provider shall provide certificates evidencing such insurance.

12. COMPLIANCE WITH LAWS

Each party shall perform its obligations in compliance with all applicable laws, rules and regulations. Provider shall obtain and maintain all permits and licenses necessary to perform the Services.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when personally delivered, sent by nationally recognized overnight courier, or three (3) days after mailing by certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may specify by notice in accordance with this Section.

Client Notice Address Provider Notice Address

14. AMENDMENT; WAIVER

No amendment to this Agreement shall be effective unless set forth in a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

15. 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.

16. ENTIRE AGREEMENT

This Agreement, together with all Statements of Work and Change Orders executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

18. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be an original but all of which together shall constitute one instrument. Facsimile, electronic or scanned signatures shall be deemed original signatures for all purposes.

19. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Additional Terms or Exhibits

Client:

By:

Date:

Provider:

By:

Date:

What the Professional Services PSA Agreement Is

A Professional Services PSA Agreement (Professional Services Agreement or PSA) is a written contract that defines the scope, deliverables, timelines, payment terms, and legal obligations between a service provider and a client for professional services. It establishes responsibilities for both parties, specifies acceptance criteria and change-order procedures, and allocates risk through indemnity, limitation of liability, and insurance clauses. PSAs commonly cover milestones, intellectual property ownership, confidentiality, subcontracting, and termination rights so both parties have a clear operational and legal framework for the engagement.

Why a Clear PSA Matters for Professional Engagements

A precise Professional Services PSA Agreement reduces ambiguity about scope, cost, and liabilities, supports dispute prevention, and enables predictable project execution under agreed milestones and payment terms.

Who Typically Uses a Professional Services PSA Agreement

Service providers and clients use PSAs to set expectations, protect IP, and define deliverables before work begins.

Independent consultants and boutique agencies providing project-based services such as strategy, design, or implementation.
Software and IT services firms delivering development, integration, or managed services.
Corporate procurement and legal teams that need consistent contract language across vendors.

Use the PSA early in vendor selection and again when scope, pricing, or timelines materially change.

Key Roles Involved in a PSA

Project Manager

The Project Manager coordinates deliverables, accepts work per the agreement’s acceptance criteria, and communicates schedule or scope changes to stakeholders. They often sign off on milestones and change orders as an authorized representative of the operating team.

Authorized Signatory

A company officer or delegated representative with contracting authority who signs on behalf of the legal entity. This person must have corporate authority to bind the party; signatures by unauthorized persons risk enforceability disputes.

Core Components to Include in a PSA

A robust Professional Services PSA Agreement contains specific sections that define expectations, governance, payment, and legal protections so both parties can manage the relationship and risks.

Scope of Work

Detailed description of services, deliverables, acceptance criteria, and any excluded tasks to limit scope creep and guide change orders.

Payment Terms

Fee structure, invoicing schedule, milestone payments, expense reimbursement, and late-payment remedies to align cashflow expectations.

Term and Termination

Contract duration, renewal conditions, termination for cause or convenience, and obligations on termination such as final deliverables and transition assistance.

Intellectual Property

Ownership, license grants, pre-existing IP carve-outs, and assignment terms for work product created under the engagement.

Confidentiality and Data Security

Nondisclosure obligations, data handling, and security measures; include HIPAA addenda for covered health data when applicable.

Liability and Indemnity

Limits on damages, indemnification obligations, and insurance requirements to allocate financial risk between parties.

Step-by-Step: Completing a Professional Services PSA

Use the following sequence to prepare, review, and finalize a PSA for professional services engagements.

01

Prepare Draft: Attach SOW, schedule, and pricing exhibits; ensure scope is measurable.
02

Internal Review: Legal and finance validate risk, IP, and payment clauses before external review.
03

Negotiate Terms: Resolve scope, liability, and termination points; track agreed edits.
04

Execute Agreement: Collect authorized signatures, dates, and store the executed copy in records.

Typical Digital Workflow Settings for PSA Execution

Configure signer authentication, field behavior, and routing rules before sending to reduce signer friction and compliance risk.

Field	Configuration
Signer Authentication	Email + optional SMS OTP for higher assurance
Sequential Routing	Enable role-based signing order for approvals
Conditional Fields	Show fields only when specific options are selected
Audit Trail	Capture IP, timestamp, and signer actions for records

How Electronic Execution Typically Works for a PSA

Electronic signing follows a standard sequence that preserves intent, creates an audit trail, and yields an executory copy acceptable under U.S. law.

Upload Document: Sender uploads the PSA and any exhibits to the signing platform.
Place Fields: Add signature, date, initial, and conditional fields where needed.
Assign Signers: Enter signer names, roles, and authentication level.
Execute and Record: Signers complete signing; the platform issues a certificate and stores the audit trail.

Digital Signing and Technical Considerations

Choose a platform that supports the authentication levels, audit trail, and integrations you need for compliance and recordkeeping.

Authentication Options: Email, SMS OTP, KBA, or enterprise SSO depending on risk appetite
Integration Needs: Connectors for CRM, ERP, or document storage (Salesforce, NetSuite, Google Workspace)
Document Formats: PDF and DOCX support with audit trail export

Ensure the platform can produce a tamper-evident signed file with an audit record and meet any industry-specific technical controls such as HIPAA or 21 CFR Part 11 where required.

Select eSignature Providers for PSA Execution (pricing and core features)

Compare starting price and basic feature availability. signNow appears first in the table to reflect available plan and feature data; confirm details 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	Yes	Yes	Yes	Yes
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 env/user/yr	Varies	Varies	Varies

Risks If a PSA Is Incorrect or Incomplete

Invalid Signatures: May challenge enforceability

Scope Ambiguity: Triggers disputes and disputes costs

Missing IP Clauses: Leads to ownership uncertainty

Incorrect Payment Terms: Causes cashflow disruption

Noncompliant Data Handling: Regulatory exposure

Absence of Insurance: Increases financial risk

Common Mistakes When Preparing a PSA

Using informal or inconsistent party names that do not match legal formation documents, creating confusion about who is bound by the agreement.
Inadequately defined deliverables and acceptance criteria, which lead to disputes over completion and additional billable work.
Failing to include termination or dispute-resolution clauses, causing lengthy litigation or unexpected service continuations.
Neglecting data protection or regulatory clauses in industries handling sensitive data, increasing compliance and breach risk.

Essential Data Elements to Include in the PSA

Effective Date: MM/DD/YYYY

Party Legal Names: Exact entity names

Scope Reference: SOW exhibit ID

Payment Terms: Net terms and currency

Insurance Minimums: Coverage types and limits

Signature Info: Name, title, date

Key Dates and Timelines to Track in a PSA

Capture all contractual deadlines clearly to avoid missed milestones and payment disputes.

Contract Effective Date:

Date when obligations and warranties commence

Project Milestones:

Dates tied to deliverable acceptance and invoicing

Invoice Due Dates:

Payment due per invoice (e.g., Net 30)

Termination Notice:

Required notice period for convenience termination

Record Retention Review:

Schedule for document retention and archival checks

FAQs and Troubleshooting for PSA Execution

Answers to common questions about enforceability, electronic signing, notarization, and recordkeeping for Professional Services PSA Agreements.

Need help? Contact support

Are electronic signatures valid?
Yes. Electronic signatures meeting ESIGN (15 U.S.C. §7001) and UETA requirements are legally enforceable for most transactions in the United States, provided intent, consent, attribution, and durable record retention are satisfied.
When is a notary required?
Notarization is not generally required for commercial PSAs, but some states or specific provisions (e.g., deeds, certain affidavits) may require notarization. Use the state notary rules or RON where permitted for added evidentiary value.
Is a HIPAA addendum necessary?
If the PSA involves protected health information and one party is a covered entity or business associate, include a HIPAA Business Associate Agreement and reference 45 CFR requirements for safeguards and breach notifications.
How should I store executed PSAs?
Retain executed agreements and audit trails in tamper-evident storage with access controls. Follow IRS, HIPAA, and other industry retention rules; keep financial records at least three years (IRC §6501(a)).
Can signers use different signing methods?
Yes. Parties may use typed, drawn, or platform-based cryptographic signatures, provided all parties consent to electronic execution and the platform captures sufficient audit evidence.
What if a party lacks signing authority?
Verify signatory authority before execution. If an unauthorized person signs, the agreement may be voidable; obtain ratification from an authorized corporate officer or re-execute with proper authority.

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