Operating Agreement Template Zenbusiness

PROFESSIONAL SERVICES OPERATING AGREEMENT

Document ID: PSA-[YYYYMMDD]-V1.0 Effective Date: [Effective Date] Version: 1.0 Governing Jurisdiction: [State of Governing Law], USA

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STATUTORY & LEGAL COMPLIANCE NOTICE

This document is drafted as a comprehensive template for a Professional Services Operating Agreement, intended to govern the relationship, responsibilities, and terms between a service provider and a client for the delivery of specific services. While it uses the term "Operating Agreement" as specified by the user, it is fundamentally structured as a Service Agreement or Independent Contractor Agreement, defining the operational aspects of a professional engagement rather than the internal governance of a Limited Liability Company (LLC) among its members.

This template is provided for informational and illustrative purposes only and does not constitute legal advice. Its enforceability and applicability are subject to the specific facts, circumstances, and prevailing laws of the jurisdiction in which it is to be executed and performed. Business entities and individuals contemplating the use of this template are STRONGLY ADVISED to consult with qualified legal counsel in their specific jurisdiction to ensure compliance with all applicable local, state, and federal laws, regulations, and to tailor its provisions to meet their precise operational and legal requirements. No representation or warranty, express or implied, is made as to the legal sufficiency, accuracy, or completeness of this document. Use of this template is at the user's sole risk.

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PARTIES & RECITALS

This PROFESSIONAL SERVICES OPERATING AGREEMENT (hereinafter, the "Agreement") is entered into on this [Day] day of [Month], [Year] (the "Effective Date"), by and between:

[Company Full Legal Name], a [State of Incorporation/Organization] [Type of Entity, e.g., Corporation, Limited Liability Company] with its principal place of business located at [Company Principal Address] (hereinafter referred to as "Service Provider");

AND

[Client Full Legal Name], a [State of Incorporation/Organization if applicable] [Type of Entity if applicable, e.g., Corporation, Limited Liability Company, or "an individual"] with its principal place of business/residence located at [Client Principal Address] (hereinafter referred to as "Client").

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

RECITALS:

WHEREAS, Service Provider possesses specialized expertise and capabilities in [Briefly describe Service Provider's area of expertise, e.g., "software development," "marketing consulting," "financial advisory services"];

WHEREAS, Client desires to engage Service Provider to provide certain professional services, as more fully described herein;

WHEREAS, Service Provider is willing to provide such professional services to Client in accordance with the terms and conditions set forth in this Agreement;

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

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OPERATIVE CLAUSES & LEGAL TERMS

1. SCOPE OF SERVICES / ENGAGEMENT

1.1. Services Defined. Service Provider shall perform the professional services for Client as specifically described in Exhibit A attached hereto and incorporated by reference (the "Services"). The Services may include, but are not limited to, [Briefly describe general nature of services, e.g., "consulting, development, project management, support, training"]. The Parties acknowledge and agree that Exhibit A shall detail specific deliverables, milestones, timelines, and any other particular requirements pertinent to the Services.

1.2. Changes to Scope. Any alteration, modification, or deviation from the Services as defined in Exhibit A shall constitute a "Change Order." All Change Orders must be mutually agreed upon in writing by both Parties and signed by authorized representatives of each Party. Each Change Order shall describe the changes to the Services, deliverables, timelines, and any corresponding adjustments to the compensation or payment terms. Until a Change Order is executed, Service Provider shall continue to perform the Services in accordance with the most recently agreed-upon scope.

1.3. Client Responsibilities. Client acknowledges that the timely and effective performance of the Services may depend on Client's timely and effective performance of its responsibilities. Client agrees to provide Service Provider with reasonable access to Client personnel, premises, systems, and information as reasonably required for Service Provider to perform the Services. Client shall respond promptly to requests for information, approvals, or decisions from Service Provider. Any delays caused by Client's failure to meet its responsibilities may result in adjustments to the Service Provider's timeline and compensation, subject to a mutually agreed-upon Change Order.

2. COMPENSATION & PAYMENT TERMS

2.1. Fees. In consideration for the satisfactory performance of the Services, Client agrees to pay Service Provider fees as detailed in Exhibit B attached hereto and incorporated by reference (the "Fees"). The Fees shall be [Select one: "a fixed fee of [Amount in USD]," "based on an hourly rate of [Amount in USD] per hour," "a project-based fee structure," or "as otherwise described in Exhibit B"].

2.2. Expenses. In addition to the Fees, Client shall reimburse Service Provider for all pre-approved, reasonable, and necessary out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services, provided such expenses are itemized and supported by receipts or other satisfactory documentation. Such reimbursable expenses may include, but are not limited to, [e.g., "travel, accommodation, materials, software licenses, and third-party services"]. Expense reimbursement shall be governed by the terms specified in Exhibit B.

2.3. Invoicing and Payment Schedule. Service Provider shall submit invoices to Client in accordance with the invoicing schedule specified in Exhibit B, which may be [e.g., "monthly in arrears," "upon completion of milestones," "50% upfront and 50% upon completion"]. All invoices shall be due and payable within [Number] days from the date of the invoice. Payments shall be made in United States Dollars (USD) via [Specify payment method, e.g., "bank transfer," "check"] to the account designated by Service Provider.

2.4. Late Payments. Any amounts not paid when due shall accrue interest at the rate of [Percentage, e.g., "one and one-half percent (1.5%)"] per month, or the maximum rate permitted by applicable law, whichever is less, from the date due until paid. Client shall also be responsible for all reasonable costs incurred by Service Provider in collecting overdue amounts, including but not limited to attorney's fees, court costs, and collection agency fees.

2.5. Taxes. All Fees and charges payable by Client under this Agreement are exclusive of any sales, use, excise, value-added, or other similar taxes, duties, or charges imposed by any governmental authority, except for taxes based on Service Provider's net income. Client shall be responsible for paying all such taxes, duties, or charges, if applicable.

3. TERM & TERMINATION

3.1. Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until [Date or condition, e.g., "December 31, [Year]," "the completion of all Services and payment of all Fees hereunder," or "terminated earlier as provided herein"] (the "Term").

3.2. Termination for Convenience. [Choose one or both options:] * Option A (Mutual Consent): This Agreement may be terminated at any time upon the mutual written agreement of both Parties. * Option B (Unilateral Right): Either Party may terminate this Agreement for convenience, without cause, upon providing [Number] days' prior written notice to the other Party. In the event of such termination by Client, Client shall pay Service Provider for all Services performed and expenses incurred up to the effective date of termination, plus any non-cancellable commitments made by Service Provider to third parties, and a termination fee equal to [Specify amount or percentage, e.g., "10% of the remaining unpaid contract value," or "two (2) weeks of average anticipated fees"]. In the event of such termination by Service Provider, Service Provider shall be compensated for all Services performed and expenses incurred up to the effective date of termination.

3.3. Termination for Breach. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party commits a material breach of any provision of this Agreement and fails to cure such breach within [Number, e.g., "thirty (30)"] days after receiving written notice thereof. A material breach includes, but is not limited to, [e.g., "failure to make timely payments," "failure to perform Services to specified standards," "breach of confidentiality obligations"].

3.4. Termination upon Insolvency. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party: (a) becomes insolvent or generally unable to pay its debts as they become due; (b) files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within sixty (60) days; (c) makes an assignment for the benefit of creditors; or (d) ceases to carry on its business.

3.5. Effect of Termination. Upon any termination of this Agreement: (a) Client shall immediately pay Service Provider all outstanding Fees and reimbursable expenses for Services performed and expenses incurred up to the effective date of termination. (b) Service Provider shall, upon full payment of outstanding amounts, deliver to Client all work product, deliverables, and confidential information belonging to Client that are in Service Provider's possession or control, and shall cooperate reasonably to transition the Services, if requested and compensated for such cooperation. (c) Each Party shall immediately cease all use of and return to the other Party, or destroy and certify the destruction of, all Confidential Information of the other Party. (d) The provisions of Sections [List sections that survive, e.g., "2.4 (Late Payments), 3.5 (Effect of Termination), 4 (Intellectual Property), 5 (Confidentiality), 6 (Representations & Warranties), 7 (Limitation of Liability & Indemnification), 8 (Dispute Resolution), 9 (Governing Law & Jurisdiction), and 10 (Miscellaneous)"] shall survive any termination or expiration of this Agreement.

4. INTELLECTUAL PROPERTY OWNERSHIP & WORK MADE FOR HIRE

4.1. Definitions. (a) "Client Materials" means any and all information, data, documents, software, intellectual property, or materials provided by Client to Service Provider for the purpose of performing the Services. (b) "Service Provider Materials" means any and all intellectual property, data, software, tools, methodologies, and materials that (i) were developed by Service Provider independently of this Agreement, (ii) were created by Service Provider outside the scope of this Agreement, or (iii) are generally applicable to Service Provider's business and used in providing services to multiple clients. (c) "Work Product" means all inventions, works of authorship, designs, know-how, ideas, software, documentation, reports, and other materials, whether or not protectable by patent, copyright, trade secret, or other intellectual property laws, that are created or developed by Service Provider or its personnel specifically for Client in the course of performing the Services under this Agreement and are identified as deliverables in Exhibit A.

4.2. Ownership of Work Product. Service Provider agrees that all Work Product shall be considered "works made for hire" to the fullest extent permitted by law, and Client shall be the sole and exclusive owner of all rights, title, and interest in and to the Work Product, including all intellectual property rights therein. To the extent that any Work Product may not, by operation of law, be a "work made for hire," Service 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, without further consideration. Service Provider shall execute all documents and take all actions reasonably requested by Client to perfect Client's ownership rights in the Work Product.

4.3. License to Service Provider Materials. To the extent any Service Provider Materials are incorporated into or necessary for the use of the Work Product, Service Provider hereby grants Client a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, publicly perform, publicly display, distribute, and sublicense (through multiple tiers) such Service Provider Materials solely as necessary for Client to use, modify, and exploit the Work Product.

4.4. Client Materials. Client retains all right, title, and interest in and to Client Materials. Client hereby grants Service Provider a non-exclusive, non-transferable, royalty-free license to use, reproduce, modify, and display the Client Materials solely for the purpose of performing the Services under this Agreement. Service Provider shall not use Client Materials for any other purpose without Client's prior written consent.

4.5. No Other Rights. Except as expressly provided in this Section 4, neither Party grants the other Party any rights or licenses to its intellectual property.

5. MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1. Definition of Confidential Information. "Confidential Information" means any and all non-public information, whether commercial, financial, technical, operational, legal, marketing, or otherwise, whether provided orally, in writing, visually, electronically, or in any other form, that is disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement. Confidential Information shall include, without limitation, trade secrets, proprietary information, business plans, strategies, customer lists, pricing information, product plans, research and development, software, hardware, designs, specifications, and client-specific data.

5.2. Exclusions. Confidential Information shall not include any information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure by the Disclosing Party, without breach of any confidentiality obligation; (c) is lawfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any confidentiality obligation; (d) is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party's Confidential Information; or (e) is approved for release or disclosure by written authorization of the Disclosing Party.

5.3. Obligations of Receiving Party. The Receiving Party agrees that during the Term and for a period of [Number, e.g., "three (3)"] years thereafter (or indefinitely for trade secrets), it shall: (a) use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (b) maintain the Confidential Information in strict confidence and use at least the same degree of care to protect the Confidential Information as it uses to protect its own similar confidential information, but in no event less than a reasonable degree of care; (c) not disclose, reproduce, summarize, or distribute the Confidential Information to any third party, except to its employees, agents, subcontractors, and advisors who have a "need to know" such information for purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein; (d) immediately notify the Disclosing Party of any unauthorized disclosure or use of the Confidential Information upon becoming aware of such.

5.4. Compelled Disclosure. If the Receiving Party is required by law, court order, or governmental regulation to disclose any Confidential Information, the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall only disclose that portion of the Confidential Information that it is legally compelled to disclose and shall cooperate with the Disclosing Party in any effort to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.

5.5. Return or Destruction. Upon the Disclosing Party's written request or upon termination or expiration of this Agreement, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all Confidential Information of the Disclosing Party (including all copies thereof) in its possession or control and certify in writing that such return or destruction has been completed.

6. REPRESENTATIONS & WARRANTIES

6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has the full corporate/legal power and authority to enter into and perform its obligations under this Agreement; (c) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate/legal action; and (d) this Agreement constitutes a legal, valid, and binding obligation, enforceable against it in accordance with its terms.

6.2. Service Provider Representations and Warranties. Service Provider represents and warrants to Client 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) the Work Product will conform to the specifications set forth in Exhibit A; (d) Service Provider has the right and authority to grant the licenses and assignments granted herein, and the Work Product, when delivered, will not infringe upon or misappropriate any intellectual property rights of any third party; and (e) Service Provider will comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of the Services.

6.3. Client Representations and Warranties. Client represents and warrants to Service Provider that: (a) Client has the right and authority to provide the Client Materials to Service Provider for use in connection with the Services without infringing upon or misappropriating any intellectual property rights or other rights of any third party; and (b) Client will comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with its use of the Services and Work Product.

6.4. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY & INDEMNIFICATION

7.1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE WORK PRODUCT. FURTHERMORE, THE TOTAL CUMULATIVE LIABILITY OF SERVICE PROVIDER TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE [Number, e.g., "twelve (12)"] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

7.2. Exclusions from Limitation. The limitations of liability set forth in Section 7.1 shall not apply to: (a) a Party's indemnification obligations under Section 7.3; (b) damages arising from a Party's gross negligence or willful misconduct; (c) claims for intellectual property infringement or misappropriation; or (d) breach of confidentiality obligations.

7.3. Indemnification. (a) By Service Provider. Service 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 in connection with any third-party claim alleging that the Work Product, as delivered by Service Provider and used by Client in accordance with this Agreement, infringes or misappropriates any intellectual property right of a third party, or alleging bodily injury (including death) or damage to tangible property directly caused by Service Provider's gross negligence or willful misconduct in the performance of the Services. (b) By Client. Client shall indemnify, defend, and hold harmless Service 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 in connection with any third-party claim alleging that the Client Materials, when used by Service Provider in accordance with this Agreement, infringe or misappropriate any intellectual property right of a third party, or alleging bodily injury (including death) or damage to tangible property directly caused by Client's gross negligence or willful misconduct in connection with this Agreement. (c) Indemnification Procedure. The indemnified Party shall provide prompt written notice to the indemnifying Party of any claim for which indemnification is sought. The indemnifying Party shall have the sole right to control the defense and settlement of any such claim, provided that it uses counsel reasonably acceptable to the indemnified Party. The indemnified Party shall cooperate fully with the indemnifying Party in the defense and settlement of such claim, at the indemnifying Party's expense. The indemnified Party may join in the defense with its own counsel at its own expense. The indemnifying Party shall not settle any claim without the indemnified Party's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed, if such settlement would impose any liability or obligation on the indemnified Party not covered by the indemnification or would admit fault on the part of the indemnified Party.

8. DISPUTE RESOLUTION & ARBITRATION

8.1. Good Faith Negotiation. The Parties agree that if any dispute, controversy, or claim arises out of or relates to this Agreement, or the breach, termination, or invalidity thereof (a "Dispute"), they shall first attempt to resolve the Dispute through good faith negotiations between their respective senior management. Either Party may initiate such negotiations by providing written notice of the Dispute to the other Party. The Parties shall meet and negotiate in good faith to resolve the Dispute within [Number, e.g., "thirty (30)"] days of the notice.

8.2. Mediation. If the Dispute is not resolved through good faith negotiations within the period specified in Section 8.1, the Parties agree to endeavor to settle the Dispute by non-binding mediation administered by [Specify arbitration/mediation body, e.g., "the American Arbitration Association (AAA)"] under its [Specify rules, e.g., "Commercial Mediation Procedures"] before resorting to arbitration, litigation, or any other dispute resolution procedure. The costs of mediation shall be borne equally by the Parties. The mediation shall take place in [City, State].

8.3. Binding Arbitration. If the Dispute is not resolved through mediation within [Number, e.g., "sixty (60)"] days after the initiation of mediation, or if either Party declines to participate in mediation, the Dispute shall be finally and exclusively resolved by binding arbitration administered by [Specify arbitration body, e.g., "the American Arbitration Association (AAA)"] in accordance with its [Specify rules, e.g., "Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes"], as modified by this Agreement. (a) Arbitrator. The arbitration shall be conducted by a single arbitrator selected by mutual agreement of the Parties or, failing such agreement, appointed in accordance with the rules of the AAA. The arbitrator shall be a retired judge or an attorney with at least [Number, e.g., "ten (10)"] years of experience in the subject matter of the Agreement. (b) Venue. The place of arbitration shall be [City, State]. (c) Language. The arbitration shall be conducted in the English language. (d) Discovery. Discovery shall be limited to that which is necessary for a full understanding of the material issues in dispute and shall be conducted in a manner consistent with the expedited nature of arbitration. (e) Award. The arbitrator shall issue a reasoned award in writing. The award of the arbitrator shall be final and binding upon the Parties, and judgment on the award may be entered in any court having jurisdiction thereof. (f) Costs. Each Party shall bear its own costs and attorney's fees incurred in connection with the arbitration, and the fees and expenses of the arbitrator and administrative fees of the AAA shall be borne equally by the Parties, unless the arbitrator determines otherwise. (g) Injunctive Relief. Notwithstanding the foregoing, either Party may seek immediate injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information, without waiving its right to arbitration for other disputes.

9. GOVERNING LAW & JURISDICTION

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

9.2. Jurisdiction. Subject to the arbitration provisions of Section 8, the Parties irrevocably submit to the exclusive jurisdiction of the federal and state courts located in [County, State corresponding to Governing Law] for any action or proceeding arising out of or relating to this Agreement. Each Party hereby waives any objection to personal jurisdiction or venue in such courts.

10. MISCELLANEOUS

10.1. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

10.2. Waiver. No waiver of any term or condition of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. A waiver by either Party of any breach or default hereunder shall not be deemed a waiver of any subsequent breach or default.

10.3. Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either Party may assign this Agreement without the other Party's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. Any attempted assignment in violation of this Section shall be null and void.

10.4. Entire Agreement. This Agreement, including all attached Exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral, between the Parties regarding such subject matter.

10.5. Amendments. This Agreement may only be amended, modified, or supplemented by a written instrument executed by duly authorized representatives of both Parties.

10.6. Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations hereunder (excluding 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, fires, floods, accidents, epidemics, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials (each a "Force Majeure Event"). The Party affected by the Force Majeure Event shall provide prompt written notice to the other Party of the nature and duration of the event and shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance. If a Force Majeure Event continues for more than [Number, e.g., "ninety (90)"] days, either Party may terminate this Agreement upon written notice without further liability.

10.7. Notices. All notices, consents, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when: (a) delivered personally; (b) sent by certified or registered mail, return receipt requested, postage prepaid; (c) sent by recognized overnight courier service with tracking capabilities; or (d) sent by email with confirmation of receipt, to the addresses specified below or to such other address as a Party may designate by written notice to the other Party:

If to Service Provider: [Company Full Legal Name] [Company Principal Address] Attention: [Name of Contact Person] Email: [Email Address]

If to Client: [Client Full Legal Name] [Client Principal Address] Attention: [Name of Contact Person] Email: [Email Address]

10.8. Independent Contractor. Service Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Nothing in this Agreement shall be construed to create an employer-employee relationship. Service Provider shall have sole responsibility for the supervision, direction, and control of its personnel. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any nature arising from the compensation paid to Service Provider under this Agreement. Service Provider is not authorized to bind Client by any contract or commitment.

10.9. Counterparts. This Agreement may be executed in one or more 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 (e.g., PDF or DocuSign) shall be deemed originals for all purposes.

10.10. Headings. The headings in this Agreement are for convenience of reference only and shall not affect its interpretation.

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EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties have caused this Professional Services Operating Agreement to be executed by their duly authorized representatives as of the Effective Date.

FOR [COMPANY FULL LEGAL NAME] (SERVICE PROVIDER):

Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Full Legal Name] Date: [Date]

FOR [CLIENT FULL LEGAL NAME] (CLIENT):

Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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EXHIBIT A: SCOPE OF SERVICES

This Exhibit A details the specific professional services to be performed by Service Provider for Client.

1. Project Title: [e.g., "Website Redesign Project," "Marketing Strategy Consulting," "Software Development - Mobile App"]

2. Detailed Description of Services: [Provide a thorough and clear description of the work to be performed. Be specific about what is included and, if necessary, what is explicitly excluded. Break down into phases or tasks if applicable.]

• Phase 1: [Phase Name]
  • [Task 1.1]
  • [Task 1.2]
• Phase 2: [Phase Name]
  • [Task 2.1]
  • [Task 2.2] [Continue as needed]

3. Deliverables: [List all tangible outputs Service Provider will provide to Client.]

• [Deliverable 1, e.g., "Detailed Project Plan (by MM/DD/YYYY)"]
• [Deliverable 2, e.g., "Wireframes and Mockups (by MM/DD/YYYY)"]
• [Deliverable 3, e.g., "Functional Software Module A (by MM/DD/YYYY)"]
• [Deliverable 4, e.g., "Final Project Report (by MM/DD/YYYY)"]

4. Milestones and Timelines: [Define key project milestones and their corresponding completion dates.]

• Milestone 1: [Description of Milestone, e.g., "Requirements Gathering Complete"]
  • Target Date: [MM/DD/YYYY]
• Milestone 2: [Description of Milestone, e.g., "Initial Design Approval"]
  • Target Date: [MM/DD/YYYY]
• Milestone 3: [Description of Milestone, e.g., "User Acceptance Testing (UAT) Complete"]
  • Target Date: [MM/DD/YYYY]
• Project Completion Date: [MM/DD/YYYY]

5. Client Responsibilities / Dependencies: [List specific actions, resources, or approvals Client must provide to ensure Service Provider can meet timelines.]

• [Responsibility 1, e.g., "Provide access to existing documentation within 3 days of Effective Date."]
• [Responsibility 2, e.g., "Review and approve design mockups within 5 business days of submission."]
• [Responsibility 3, e.g., "Provide necessary credentials for system access."]

6. Acceptance Criteria: [Describe the conditions under which the Services or Deliverables will be considered accepted by the Client.]

• [e.g., "For software development, acceptance will occur when the software passes all agreed-upon functional tests and bug fixes have been implemented, as documented in the acceptance test plan."]
• [e.g., "For consulting reports, acceptance will occur upon Client's written approval of the final report, not to be unreasonably withheld or delayed, within 10 business days of submission."]

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EXHIBIT B: COMPENSATION AND PAYMENT TERMS

This Exhibit B details the compensation structure, payment schedule, and expense reimbursement terms for the Services.

1. Fees for Services: [Choose and complete ONE of the following options, or customize as needed:]

• Option A: Fixed Fee Project

  • Total Fixed Fee for all Services described in Exhibit A: [Amount in USD] ([Amount in words]).
  • This fixed fee covers all labor and standard overhead associated with the Services, but excludes reimbursable expenses as defined below.

• Option B: Hourly Rate

  • Hourly Rate for [Role/Service Type 1, e.g., "Lead Consultant"]: [Amount in USD] per hour.
  • Hourly Rate for [Role/Service Type 2, e.g., "Junior Developer"]: [Amount in USD] per hour.
  • Estimated total hours: [Number] hours.
  • Estimated Total Fees: [Estimated Total Amount in USD].
  • Actual fees will be based on verified hours worked. Service Provider will track and provide detailed time sheets upon request.

• Option C: Project-Based / Milestone Payments

  • [Payment 1]: [Amount in USD] ([Amount in words]) due upon [e.g., "signing of this Agreement," "completion of Phase 1," "submission of Deliverable 1"].
  • [Payment 2]: [Amount in USD] ([Amount in words]) due upon [e.g., "completion of Milestone 2," "Client's approval of Design Mockups"].
  • [Payment 3]: [Amount in USD] ([Amount in words]) due upon [e.g., "final project completion and acceptance"].
  • Total Project Fees: [Total Amount in USD] ([Total Amount in words]).

2. Payment Schedule and Invoicing: [Specify how and when invoices will be issued and when they are due.]

• Invoicing Frequency: [e.g., "Monthly, in arrears, on the last business day of each month for services rendered and expenses incurred during that month."]
• Payment Due Date: All invoices are due and payable within [Number, e.g., "thirty (30)"] calendar days from the date of the invoice.
• Payment Method: Payments shall be made via [e.g., "ACH transfer," "wire transfer," "check"] to Service Provider's designated bank account:
  • Bank Name: [Bank Name]
  • Account Name: [Account Name]
  • Account Number: [Account Number]
  • Routing Number: [Routing Number]
  • [SWIFT/IBAN if international]

3. Reimbursable Expenses:

• Client agrees to reimburse Service Provider for actual, reasonable, and pre-approved out-of-pocket expenses incurred directly in connection with the performance of the Services.
• Types of Reimbursable Expenses: [List specific categories, e.g., "Travel (airfare, hotel, ground transportation at economy/mid-range rates), Meals (per diem or actual with limits), Software Licenses purchased specifically for the project, Third-party service fees (e.g., stock photography, specialized tools), Shipping costs."]
• Approval Process: Any single expense exceeding [Amount in USD] must be pre-approved by Client in writing. Service Provider will submit expense reports with supporting receipts or documentation [e.g., "monthly with invoices," "upon request"].
• Non-Reimbursable Expenses: General overhead, standard office supplies, and commuting expenses are not reimbursable.

4. Late Payment Terms:

• As per Section 2.4 of the Agreement, any amounts not paid when due shall accrue interest at the rate of [Percentage] per month or the maximum rate permitted by applicable law, whichever is less, from the date due until paid. Client shall also be responsible for reasonable collection costs.

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STEP-BY-STEP EXECUTION & FILING GUIDE

This guide provides instructions for correctly completing, executing, and retaining your Professional Services Operating Agreement.

A. Completing the Bracketed Fields

1. Review Thoroughly: Read the entire document carefully to understand all terms and conditions.

2. Edit in Word/Google Docs: Open the document in Microsoft Word or Google Docs.

3. Replace Placeholders: Systematically go through the document and replace ALL bracketed placeholders [ ] with the correct, specific information relevant to your agreement.

   • Header Information:
     • [YYYYMMDD]: Current date for Document ID.
     • [Effective Date]: The exact date the agreement becomes active. This is often the date of the last signature, but can be a specified future date.
     • [State of Governing Law]: The U.S. state whose laws will govern the agreement (e.g., "Delaware," "California").
   • Parties & Recitals:
     • [Day], [Month], [Year]: For the "Effective Date" in the opening paragraph.
     • [Company Full Legal Name]: The exact legal name of the Service Provider company (e.g., "Acme Solutions LLC").
     • [State of Incorporation/Organization]: The state where the Service Provider entity is legally formed.
     • [Type of Entity, e.g., Corporation, Limited Liability Company]: Specify the legal structure of the Service Provider.
     • [Company Principal Address]: The primary business address of the Service Provider.
     • [Client Full Legal Name]: The exact legal name of the Client company/individual (e.g., "Client Innovations Inc." or "John Doe").
     • [State of Incorporation/Organization if applicable]: State for Client if it's an entity.
     • [Type of Entity if applicable, e.g., Corporation, Limited Liability Company, or "an individual"]: Legal structure of the Client.
     • [Client Principal Address]: The primary business address or residential address of the Client.
     • [Briefly describe Service Provider's area of expertise]: Tailor this to the Service Provider's specific field.
   • Operative Clauses:
     • Many sections (e.g., 2.1, 2.3, 3.2, 5.3, 7.1, 8.1, 8.2, 8.3, 10.6) contain options or specific numbers ([Amount in USD], [Number], [Percentage], [City, State], [List sections that survive]). Select the appropriate option and fill in the blanks precisely.
     • Ensure consistency (e.g., [State of Governing Law] used in the header matches [State of Governing Law] in Section 9.1).
   • Signature Blocks:
     • [Authorized Signatory Name]: The full printed name of the person authorized to sign for each party.
     • [Title / Role]: The official title of the signatory (e.g., "CEO," "President," "Managing Member").
     • [Company Legal Name]: The full legal name of the company again.
     • [Date]: The date the signatory actually signs the document.
   • Exhibits A & B: These are critical. Fill them with the specific details of your project, deliverables, timelines, compensation, and payment schedule. Be as detailed and unambiguous as possible.

4. Review for Completeness: Before moving to execution, do a final check to ensure no [ ] placeholders remain. Any unaddressed placeholders could lead to ambiguity or unenforceability.

B. Verifying Signatory Authority

1. For Companies: Before signing, verify that the individuals signing on behalf of the Service Provider and Client entities have the legal authority to bind their respective organizations to the terms of the Agreement. This typically means the signatory is an officer (e.g., CEO, President, VP), a managing member (for LLCs), or someone with specific delegated authority (e.g., through a board resolution or corporate bylaws).
2. For Individuals: If the Client is an individual, they will sign on their own behalf.

C. Execution via Digital Signature

1. Preferred Method: Digital signature platforms (e.g., DocuSign, Adobe Sign, HelloSign) are highly recommended for efficiency, security, and verification.

2. Process:

   • Upload the completed document to your chosen digital signature platform.
   • Place signature, date, and printed name fields for each signatory as indicated in the "Execution & Formal Signature Blocks" section.
   • Send the document to the authorized signatories of both the Service Provider and the Client.
   • The platform will guide each signatory through the signing process.
   • Once all parties have signed, the platform will finalize the document, often adding a tamper-proof certificate of completion.

3. Manual Signature (Alternative): If digital signatures are not used:

   • Print two original copies of the complete Agreement.
   • Have each authorized signatory physically sign and date both copies in blue or black ink.
   • Exchange the fully signed original copies so that each Party holds an original.

D. Record Retention

1. Digital Copy: Save the digitally signed final version of the Agreement (usually a PDF from the signing platform) in a secure, organized digital folder. Rename it clearly (e.g., "ServiceProvider_Client_PSA_YYYYMMDD.pdf").
2. Physical Copy (if applicable): If signed manually, store the physical original Agreement in a secure location (e.g., a locked filing cabinet).
3. Accessibility: Ensure the Agreement is accessible to relevant personnel (e.g., legal, finance, project managers) who may need to refer to its terms.
4. Review Periodically: It is good practice to review the Agreement periodically, especially for long-term engagements, to ensure all parties are adhering to its terms and that the terms remain appropriate for the ongoing relationship.