Professional Services Agreement Template: Fees & Liability

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Professional Services Agreement Template

This Professional Services Agreement (“Agreement”) is entered into on [Date], by and between:

Client: [Full Legal Name / Company Name]

Address: [Address]

Contact: [Phone, Email]

Service Provider: [Full Legal Name / Company Name]

Address: [Address]

Contact: [Phone, Email]

Together referred to as the “Parties.”

1. Scope of Services

The Service Provider agrees to perform the following professional services for the Client:

[Describe detailed services, deliverables, and milestones].

Any changes to the scope must be agreed to in writing.

2. Term and Timeline

This Agreement shall commence on [Start Date] and continue until [End Date/Completion of Services], unless terminated earlier in accordance with this Agreement.

3. Fees and Payment

Service fees: $[Amount] or [Rate per hour/day/project].
Invoices will be issued [monthly/upon milestones].
Payments due within [X days] of invoice.
Late payments may incur interest of [X%] per month.

Service fees: $[Amount] or [Rate per hour/day/project].

Invoices will be issued [monthly/upon milestones].

Payments due within [X days] of invoice.

Late payments may incur interest of [X%] per month.

4. Expenses

The Client agrees to reimburse the Service Provider for reasonable pre-approved expenses directly related to the services. Receipts must be provided.

5. Intellectual Property

All deliverables created under this Agreement shall be owned by [Client/Service Provider], subject to written agreement.
The Service Provider may retain non-confidential, pre-existing materials and methodologies.

All deliverables created under this Agreement shall be owned by [Client/Service Provider], subject to written agreement.

The Service Provider may retain non-confidential, pre-existing materials and methodologies.

6. Confidentiality

Both Parties agree to maintain confidentiality of proprietary or sensitive information disclosed during the performance of this Agreement. Obligations continue beyond termination.

7. Warranties and Representations

The Service Provider represents that services will be performed in a professional and workmanlike manner, in accordance with industry standards. No other warranties are expressed or implied.

8. Indemnification

Each Party agrees to indemnify and hold harmless the other from claims, damages, or liabilities arising from its own negligence, misconduct, or breach of this Agreement.

9. Termination

Either Party may terminate this Agreement with [X days] written notice.
Termination for cause may occur if either Party breaches material obligations and fails to cure within [X days].
Upon termination, Client shall pay for services rendered and expenses incurred to date.

Either Party may terminate this Agreement with [X days] written notice.

Termination for cause may occur if either Party breaches material obligations and fails to cure within [X days].

Upon termination, Client shall pay for services rendered and expenses incurred to date.

10. Liability Limitation

Neither Party shall be liable for indirect or consequential damages. Liability is limited to the total fees paid under this Agreement.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State/Country].

12. Entire Agreement

This Agreement represents the full understanding between the Parties and supersedes all prior agreements, written or oral. Any amendments must be made in writing and signed by both Parties.

Signatures

Client: ____________________________ Date: _________

Name/Title: [Full Name, Title]

Service Provider: ___________________ Date: _________

Name/Title: [Full Name, Title]

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Professional Services Agreement Template: Fees & Liability

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Professional Services Agreement Template — quick answers

Reviewed July 2026 Free download, PDF & DOCX

What is a Professional Services Agreement?

A Professional Services Agreement is a legal contract that governs the relationship between a service provider — such as a consultant, IT firm, or marketing agency — and their client. It defines the services, obligations, payment structure, and legal protections for both parties.

Why is a Professional Services Agreement important?

It ensures both parties understand their rights and responsibilities, prevents misunderstandings, and provides remedies in case of disputes. By covering issues such as intellectual property, confidentiality, and termination, it offers strong legal protection.

When should you use a Professional Services Agreement?

Use it when engaging outside professionals for specialized work, such as consulting, design, legal, IT, accounting, or marketing services. It is essential for both one-off projects and long-term service arrangements.

What should a Professional Services Agreement include?

It should include scope of services, fees and payment terms, timelines, confidentiality, intellectual property rights, warranties, indemnification, termination rights, and governing law.

Is a Professional Services Agreement different from a Service Contract?

Yes — while both define service relationships, a Professional Services Agreement is typically more detailed and used for higher-value or specialized professional work, whereas service contracts may cover simpler or routine engagements.