Master Professional Services Agreement Template

MASTER PROFESSIONAL SERVICES AGREEMENT

Effective Date: [Effective Date] Version: [Version Number, e.g., 1.0] Jurisdiction/Scope: [Governing Law Jurisdiction, e.g., State of Delaware, U.S.A.]

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OFFICIAL NOTICE / DISCLAIMER

THIS DOCUMENT IS A TEMPLATE AND PROVIDED FOR INFORMATIONAL PURPOSES ONLY. IT DOES NOT CONSTITUTE LEGAL ADVICE AND SHOULD NOT BE RELIED UPON AS SUCH. NO ATTORNEY-CLIENT RELATIONSHIP IS FORMED BY ITS USE. PARTIES ARE STRONGLY ADVISED TO SEEK INDEPENDENT LEGAL COUNSEL TO REVIEW, CUSTOMIZE, AND ENSURE COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS, AND SPECIFIC BUSINESS REQUIREMENTS PRIOR TO EXECUTION. FAILURE TO OBTAIN COMPETENT LEGAL ADVICE MAY RESULT IN UNINTENDED LEGAL CONSEQUENCES, FINANCIAL LOSS, OR BREACH OF CONTRACT.

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PARTIES

This MASTER PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is made and entered into as of the Effective Date by and between:

CLIENT: [Client Legal Name] a [Client Entity Type, e.g., Delaware corporation, limited liability company] with its principal place of business at [Client Full Address] ([Client Registration Number, if applicable]) (hereinafter referred to as "Client")

AND

PROVIDER: [Provider Legal Name] a [Provider Entity Type, e.g., Delaware corporation, limited liability company] with its principal place of business at [Provider Full Address] ([Provider Registration Number, if applicable]) (hereinafter referred to as "Provider")

Client and Provider are hereinafter collectively referred to as the "Parties" and individually as a "Party."

DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

• Agreement: This Master Professional Services Agreement, including all exhibits, schedules, and any Statement(s) of Work executed hereunder.
• Change Order: A written document, signed by authorized representatives of both Parties, modifying the scope, fees, or timelines of Services under an SOW.
• Confidential Information: Non-public information, whether commercial, financial, technical, or otherwise, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, marked or identified as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• Deliverables: All reports, studies, data, documentation, software, tangible work products, and other materials prepared for or provided to Client by Provider in the course of performing the Services under an SOW.
• Effective Date: The date first written above.
• Fees: The compensation payable to Provider by Client for the performance of Services and delivery of Deliverables as specified in each SOW.
• Intellectual Property (IP): Any and all forms of intellectual property rights, including but not limited to, patents, copyrights, trademarks, service marks, trade names, trade dress, moral rights, know-how, trade secrets, inventions, discoveries, improvements, data, designs, and any registrations or applications for registration of the foregoing.
• Provider Personnel: All employees, contractors, and agents of Provider or its subcontractors engaged in providing Services under this Agreement.
• Services: The professional services, tasks, and Deliverables to be performed and provided by Provider for Client as described in one or more Statement(s) of Work.
• Statement of Work (SOW): A separate document executed by both Parties that describes specific Services to be performed, Deliverables, timelines, payment terms, and other details governed by this Agreement. Each SOW shall be subject to the terms and conditions of this Agreement.
• Term: The duration of this Agreement as set forth in Section 4.1.
• Work Product: All Deliverables and any Intellectual Property, including but not limited to, concepts, designs, inventions, improvements, and discoveries, that are conceived, developed, or reduced to practice by Provider or Provider Personnel solely or jointly in the course of performing the Services under this Agreement and an SOW.

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OPERATIVE CLAUSES & TERMS

1. ENGAGEMENT OF SERVICES 1.1. Client hereby engages Provider to perform professional services, and Provider hereby agrees to perform such services, as described in individual Statements of Work ("SOWs") executed by authorized representatives of both Parties. 1.2. Each SOW shall reference this Agreement and will become an integral part of this Agreement upon execution. In the event of a conflict between the terms of an SOW and this Agreement, the terms of this Agreement shall prevail unless the SOW explicitly states an intent to supersede a specific provision of this Agreement. 1.3. No Services shall commence, and no obligation to pay shall arise, prior to the execution of an SOW for such Services.

2. SCOPE OF SERVICES 2.1. The specific details, scope, schedule, Deliverables, and acceptance criteria for all Services shall be defined in each SOW. 2.2. Any changes to the scope, schedule, or Deliverables of an SOW must be mutually agreed upon in writing by both Parties through a formal Change Order. Provider shall not be obligated to perform any services outside the scope of an executed SOW unless a Change Order is executed.

3. FEES AND PAYMENT 3.1. Fees: Client shall pay Provider the Fees specified in each SOW for the Services performed and Deliverables provided. Fees may be based on fixed price, time and materials, or other mutually agreed-upon terms. 3.2. Invoicing: Provider shall invoice Client for Fees and approved expenses as set forth in each SOW. Unless otherwise specified in an SOW, invoices shall be submitted [e.g., monthly in arrears, upon completion of milestones]. 3.3. Payment Terms: Unless otherwise specified in an SOW, all invoices are due and payable [e.g., thirty (30)] days from the invoice date. 3.4. Late Payment: Any amounts not paid when due shall accrue interest at the rate of [e.g., one and one-half percent (1.5%)] per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. 3.5. Expenses: Client shall reimburse Provider for reasonable and necessary out-of-pocket expenses incurred by Provider in performing the Services, provided such expenses are pre-approved by Client in writing or are explicitly allowed in an SOW, and are supported by appropriate documentation. 3.6. Taxes: All Fees are exclusive of any applicable taxes, duties, or government charges, which shall be the sole responsibility of Client, except for taxes based on Provider's net income.

4. TERM AND TERMINATION 4.1. Term of Agreement: This Agreement shall commence on the Effective Date and shall remain in effect for a period of [e.g., one (1) year] (the "Initial Term"), automatically renewing for successive [e.g., one (1) year] periods (each a "Renewal Term"), unless either Party provides written notice of non-renewal at least [e.g., sixty (60)] days prior to the end of the then-current Term. 4.2. Termination for Convenience: [Select One: This Agreement may be terminated by either Party for convenience upon giving at least [e.g., sixty (60)] days' prior written notice to the other Party. / This Agreement may NOT be terminated for convenience.] 4.3. Termination for Cause: Either Party may terminate this Agreement or any SOW immediately upon written notice to the other Party if: a. The other Party materially breaches any provision of this Agreement or an SOW and fails to cure such breach within [e.g., thirty (30)] days after receiving written notice thereof; or b. The other Party becomes insolvent, files for bankruptcy, is subject to involuntary bankruptcy, makes an assignment for the benefit of creditors, or ceases to conduct business. 4.4. Effect of Termination: a. Upon termination of this Agreement or any SOW, Client shall pay Provider for all Services satisfactorily performed and expenses properly incurred up to the date of termination. b. Upon termination, Provider shall promptly return to Client all Confidential Information and Work Product, and all copies thereof, in Provider's possession or control. c. Sections [e.g., 3.4 (Late Payment), 3.6 (Taxes), 4.4 (Effect of Termination), 5 (Confidentiality), 6 (Intellectual Property), 7.5 (Disclaimer of Warranties), 8 (Indemnification), 9 (Limitation of Liability), 10 (Data Protection/Privacy), 14 (Governing Law and Jurisdiction), 15 (Dispute Resolution), 18 (Entire Agreement)] and any other provisions that, by their nature, should survive termination, shall survive the termination or expiration of this Agreement.

5. CONFIDENTIALITY 5.1. Obligation: The Receiving Party agrees to: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) use the Disclosing Party's Confidential Information only for the purpose of performing its obligations or exercising its rights under this Agreement; and (c) not disclose the Disclosing Party's Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted herein. 5.2. Permitted Disclosure: The Receiving Party may disclose Confidential Information to its employees, agents, and subcontractors who have a "need to know" such information for purposes of this Agreement, provided that such individuals are bound by confidentiality obligations at least as restrictive as those contained herein. 5.3. Exclusions: Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any confidentiality obligation; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received by the Receiving Party from a third party without restriction on disclosure. 5.4. Compelled Disclosure: If the Receiving Party is legally compelled to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party to enable the Disclosing Party to seek a protective order or other appropriate remedy.

6. INTELLECTUAL PROPERTY 6.1. Client Ownership of Work Product: Subject to Section 6.2, all Work Product shall be considered "works made for hire" for Client under applicable copyright law. To the extent that any Work Product may not, by operation of law, be a work made for hire, Provider hereby irrevocably assigns, transfers, and conveys to Client all right, title, and interest in and to such Work Product, including all Intellectual Property rights therein. Provider shall execute all documents and take all actions reasonably requested by Client to perfect Client's ownership of such Work Product. 6.2. Provider Background IP: Provider retains all right, title, and interest in and to any Intellectual Property that it owned or developed independently of this Agreement or prior to commencing Services ("Provider Background IP"). To the extent that any Provider Background IP is incorporated into any Work Product, Provider hereby grants to Client a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, irrevocable license to use, reproduce, modify, display, perform, and distribute such Provider Background IP solely as incorporated into the Work Product for Client's internal business purposes. 6.3. Client IP: Client retains all right, title, and interest in and to any Intellectual Property provided to Provider by Client ("Client IP"). Provider shall use Client IP solely for the purpose of performing Services under this Agreement and shall not disclose Client IP to any third party without Client's prior written consent. 6.4. No Implied Licenses: Except as expressly provided herein, neither Party grants the other any license or other rights in its Intellectual Property.

7. REPRESENTATIONS AND WARRANTIES 7.1. Mutual Warranties: Each Party represents and warrants that: a. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation; b. It has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; and c. The execution and performance of this Agreement will not conflict with or violate any other agreement to which it is a party. 7.2. Provider Warranties: Provider represents and warrants that: a. The Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards and practices; b. The Services will be performed by qualified personnel with the requisite skill, experience, and expertise; c. All Work Product will conform to the specifications set forth in the applicable SOW; d. The Work Product and Provider's performance of the Services will not infringe upon, misappropriate, or violate any Intellectual Property or other proprietary rights of any third party; and e. Provider has all necessary licenses, permits, and consents to perform the Services. 7.3. Client Warranties: Client represents and warrants that it will: a. Provide Provider with timely access to necessary information, resources, and personnel as reasonably required for Provider to perform the Services; and b. Obtain all necessary licenses, permits, and consents for any third-party materials or IP provided by Client to Provider for use in the Services. 7.4. Remedy for Breach of Warranty: In the event of a breach of the warranties in Section 7.2, Provider shall, at its own expense, promptly re-perform the non-conforming Services or correct the non-conforming Work Product. If Provider is unable to cure the breach within a reasonable time, Client may terminate the affected SOW and Provider shall refund the Fees paid for the non-conforming Services or Work Product. 7.5. Disclaimer of Other Warranties: EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

8. INDEMNIFICATION 8.1. Provider Indemnification: Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: a. Any actual or alleged infringement or misappropriation of any third-party Intellectual Property rights by the Services or Work Product; b. Any breach by Provider of its warranties in Section 7.2; c. Any gross negligence or willful misconduct of Provider or Provider Personnel; or d. Any claims by Provider Personnel for employment-related benefits, wages, or taxes. 8.2. Client Indemnification: Client shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: a. Any actual or alleged infringement or misappropriation of any third-party Intellectual Property rights by Client IP provided to Provider for use in performing the Services; b. Any gross negligence or willful misconduct of Client or its agents; or c. Any breach by Client of its warranties in Section 7.3. 8.3. Indemnification Procedure: The indemnified Party shall provide prompt written notice of any claim for which indemnification is sought. The indemnifying Party shall have sole control over the defense and settlement of such claim, provided that the indemnified Party may participate in the defense at its own expense. The indemnifying Party shall not settle any claim that imposes any liability or obligation on the indemnified Party without its prior written consent.

9. LIMITATION OF LIABILITY 9.1. EXCLUSION OF CONSEQUENTIAL DAMAGES: EXCEPT FOR OBLIGATIONS UNDER SECTION 5 (CONFIDENTIALITY), SECTION 6 (INTELLECTUAL PROPERTY), AND SECTION 8 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.2. CAP ON LIABILITY: EXCEPT FOR OBLIGATIONS UNDER SECTION 5 (CONFIDENTIALITY), SECTION 6 (INTELLECTUAL PROPERTY), AND SECTION 8 (INDEMNIFICATION), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE [e.g., TWELVE (12)] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 9.3. CARVE-OUTS TO CAP: THE LIMITATIONS SET FORTH IN SECTION 9.2 SHALL NOT APPLY TO LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

10. DATA PROTECTION / PRIVACY 10.1. Compliance: Both Parties agree to comply with all applicable data protection and privacy laws and regulations in the performance of their respective obligations under this Agreement. 10.2. Data Processing Addendum (DPA): If Provider processes personal data on behalf of Client, the Parties shall execute a separate Data Processing Addendum, which shall be incorporated by reference into this Agreement.

11. INDEPENDENT CONTRACTOR RELATIONSHIP 11.1. Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Provider shall have exclusive control over the manner and means of performing the Services. 11.2. Provider is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any kind, including workers' compensation insurance, unemployment insurance, and disability insurance, related to Provider Personnel.

12. INSURANCE 12.1. Provider shall maintain, at its sole cost and expense, throughout the Term of this Agreement, the following insurance coverages: a. Commercial General Liability insurance with limits of at least [Amount, e.g., $1,000,000] per occurrence and [Amount, e.g., $2,000,000] in the aggregate. b. Professional Liability (Errors & Omissions) insurance with limits of at least [Amount, e.g., $1,000,000] per claim and [Amount, e.g., $2,000,000] in the aggregate. c. Workers' Compensation insurance as required by applicable law. 12.2. Provider shall provide Client with certificates of insurance upon request.

13. FORCE MAJEURE 13.1. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, epidemics, pandemics, or strikes ("Force Majeure Event"). 13.2. The Party affected by a Force Majeure Event shall promptly notify the other Party and shall use commercially reasonable efforts to mitigate the effect of the Force Majeure Event. If a Force Majeure Event continues for more than [e.g., thirty (30)] days, either Party may terminate the affected SOW upon written notice.

14. GOVERNING LAW AND JURISDICTION 14.1. This Agreement shall be governed by and construed in accordance with the laws of the [State of Delaware, U.S.A.], without regard to its conflict of laws principles. 14.2. The Parties agree that the exclusive jurisdiction for any dispute arising under this Agreement shall be in the state or federal courts located in [City, State, e.g., Wilmington, Delaware].

15. DISPUTE RESOLUTION 15.1. Negotiation: The Parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior management. 15.2. Mediation (Optional): If the dispute cannot be resolved through negotiation within [e.g., thirty (30)] days, the Parties agree to attempt to resolve the dispute through mediation facilitated by a mutually agreed-upon mediator in [City, State]. 15.3. Arbitration (Optional): [Select One: If the dispute is not resolved through negotiation (or mediation, if applicable), the Parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the [e.g., American Arbitration Association (AAA)] in accordance with its Commercial Arbitration Rules. The arbitration shall take place in [City, State], and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. / No mandatory arbitration.]

16. NOTICES 16.1. All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier, with written verification of receipt; or (c) three (3) business days after mailing by certified or registered mail, return receipt requested, postage prepaid. 16.2. Notices shall be addressed to the Parties at their respective addresses set forth above, or to such other address as either Party may designate by written notice to the other.

17. ASSIGNMENT 17.1. Neither Party may assign or transfer any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. 17.2. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety, without the other Party's consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

18. ENTIRE AGREEMENT 18.1. This Agreement, together with all SOWs, exhibits, and schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

19. AMENDMENTS 19.1. This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties.

20. WAIVER 20.1. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party waiving its right. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

21. SEVERABILITY 21.1. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most closely reflects the intent of the original provision.

22. COUNTERPARTS 22.1. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

23. HEADINGS 23.1. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

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EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the Parties hereto have executed this Master Professional Services Agreement as of the Effective Date.

CLIENT:

[Client Legal Name]

By: ____________________________ Name: [Printed Name] Title: [Title] Date: [Date]

PROVIDER:

[Provider Legal Name]

By: ____________________________ Name: [Printed Name] Title: [Title] Date: [Date]

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STEP-BY-STEP EXECUTION GUIDE

This guide provides instructions for the proper execution, filing, and enforcement of the Master Professional Services Agreement.

• 1. Review and Customize:

  • Thoroughly review all sections and clauses.
  • Fill in all bracketed blanks [ ] with accurate and complete information, including company legal names, entity types, addresses, registration numbers, dates, amounts, and specific jurisdiction details.
  • Make critical decisions on optional clauses (e.g., Termination for Convenience, Arbitration) by selecting or deleting as appropriate. Ensure consistency with business strategy and risk tolerance.

• 2. Legal Counsel Review:

  • MANDATORY: Have this document reviewed and approved by competent legal counsel licensed in the specified governing jurisdiction. Legal counsel should verify compliance with all applicable laws and regulations and ensure the terms align with the Parties' specific business objectives and risk profile.

• 3. Internal Approvals:

  • Obtain all necessary internal approvals (e.g., legal department, finance, senior management) from both Parties as per their respective corporate governance policies before proceeding to execution.

• 4. Execution:

  • Ensure the Agreement is signed by authorized representatives of both Client and Provider. An authorized representative is an individual who has the legal authority to bind the entity (e.g., CEO, President, VP of Legal).
  • Each signature must be accompanied by the printed name, title, and date of signature.
  • Utilize either physical "wet" signatures or legally recognized electronic signatures.
  • Confirm that all counterparts (if executed separately) are identical.

• 5. Distribution of Fully Executed Copies:

  • Each Party must receive a fully executed (signed by both Parties) original copy of the Agreement. This can be a physical document or a certified electronic copy.

• 6. Secure Filing and Retention:

  • File the fully executed Agreement in a secure, accessible location (e.g., contract management system, secure shared drive, physical contract file) according to your organization's record retention policy.
  • Maintain backup copies as appropriate.

• 7. Statement of Work (SOW) Process:

  • Establish clear internal processes for drafting, reviewing, approving, and executing individual SOWs under this Master Agreement.
  • Ensure each SOW explicitly references this Master Professional Services Agreement.
  • Store executed SOWs with the Master Agreement for easy reference.

• 8. Ongoing Compliance and Enforcement:

  • Periodically review the Agreement to ensure ongoing compliance with its terms and conditions.
  • Monitor performance against SOWs, track payment obligations, and manage any change orders or disputes diligently.
  • Be prepared to enforce the terms of the Agreement in case of non-compliance or breach by either Party.