Simple Request for Proposal Template Word

PROFESSIONAL SERVICES AGREEMENT TEMPLATE

Document ID: PSA-TEMP-20231120-001 Effective Date: [Effective Date] Version: 1.0 Governing Jurisdiction: [State/Country of Governing Law]

---

STATUTORY & LEGAL COMPLIANCE NOTICE

This document is a sophisticated template drafted for illustrative and educational purposes and designed to be institutionally graded and legally robust. While it incorporates comprehensive legal provisions generally applicable to professional services agreements, IT IS NOT A SUBSTITUTE FOR TAILORED LEGAL ADVICE. The enforceability and specific applicability of each clause are highly dependent on the particular facts, circumstances, and prevailing laws of the relevant jurisdiction(s). Users are strongly advised to consult with qualified legal counsel in all applicable jurisdictions to customize this template, ensure its suitability for their specific needs, and confirm compliance with all statutory, regulatory, and common law requirements before execution. No attorney-client relationship is formed by the provision or use of this template. This template is provided "as is" without any warranties, express or implied, including but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement.

---

PARTIES & RECITALS

This Professional Services Agreement ("Agreement") is made and entered into as of this [Day] day of [Month], [Year] (the "Effective Date"),

BY AND BETWEEN:

[Company Full Legal Name], a corporation organized and existing under the laws of [State/Country of Incorporation], with its principal place of business located at [Company Principal Address] (hereinafter referred to as "Service Provider");

AND

[Client Full Legal Name], a corporation/individual/entity organized and existing under the laws of [State/Country of Client Incorporation/Residence], 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 "Party").

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

WHEREAS, this Agreement is intended to formalize the terms and conditions under which Service Provider will furnish professional services to Client, often following a procurement process such as a Request for Proposal (RFP) or similar solicitation;

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

---

EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

1. SCOPE OF SERVICES / ENGAGEMENT

1.1. Services Provided. Service Provider shall perform the professional services ("Services") for Client as detailed in Schedule A: Statement of Work attached hereto and incorporated by reference ("Statement of Work" or "SOW"). Each SOW shall describe, at a minimum, the specific Services to be performed, deliverables, milestones, timelines, and any specific responsibilities of Client. In the event of any conflict or inconsistency between the terms of this Agreement and any SOW, the terms of this Agreement shall prevail unless the SOW explicitly states an intent to supersede a specific provision of this Agreement, and such SOW is signed by authorized representatives of both Parties.

1.2. Changes to Services. Any changes, modifications, or additions to the Services or deliverables set forth in an SOW must be mutually agreed upon by both Parties in writing through a formal change order ("Change Order"). Each Change Order shall describe the changes to the Services, deliverables, project schedule, and any adjustments to the fees. Service Provider shall not be obligated to perform any changed or additional Services until a Change Order has been duly executed by authorized representatives of both Parties.

1.3. Service Provider Personnel. Service Provider shall use its best efforts to assign qualified and experienced personnel to perform the Services. Service Provider shall have sole discretion over the identity of its personnel, provided that such personnel possess the necessary skills and qualifications. Service Provider may remove or replace any personnel assigned to the Services at any time, provided that such removal or replacement does not materially disrupt the performance of the Services.

1.4. Client Cooperation. Client acknowledges that Service Provider's ability to perform the Services is dependent upon Client's timely and effective cooperation. Client shall provide Service Provider with timely access to all necessary information, data, facilities, equipment, and personnel as reasonably required for the performance of the Services. Client shall ensure that its personnel cooperate with Service Provider's personnel and are available as reasonably required.

2. COMPENSATION & PAYMENT TERMS

2.1. Fees. Client shall pay Service Provider the fees for the Services as specified in each SOW (the "Fees"). Unless otherwise specified in an SOW, all Fees are stated in United States Dollars ([Currency Code, e.g., USD]) and are exclusive of applicable taxes, duties, and other governmental charges, which shall be the sole responsibility of Client.

2.2. Expenses. In addition to the Fees, Client shall reimburse Service Provider for all reasonable and pre-approved out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services ("Expenses"). Such Expenses may include, but are not limited to, travel, accommodation, subsistence, and materials, provided they are incurred in accordance with Client's written expense policy (if provided) and approved in advance by Client. Service Provider shall provide reasonable documentation for all Expenses.

2.3. Invoicing and Payment. Service Provider shall invoice Client for Fees and approved Expenses in accordance with the billing schedule set forth in each SOW, or, if no schedule is specified, on a [Monthly/Bi-weekly] basis. All undisputed invoices are due and payable by Client within [Number] ([e.g., thirty (30)]) days from the date of the invoice (the "Payment Due Date").

2.4. Late Payments. Any amounts not paid by the Payment Due Date shall bear interest at the rate of [Interest Rate, e.g., one and one-half percent (1.5%)] per month or the maximum rate permitted by applicable law, whichever is less, calculated from the Payment Due Date until paid in full. Client shall also be responsible for all reasonable costs incurred by Service Provider in collecting any overdue amounts, including legal fees.

2.5. Payment Milestones. If an SOW specifies payment milestones, payment for each milestone shall become due upon Service Provider's satisfactory completion of the respective milestone and Client's written acceptance thereof, subject to the Payment Due Date.

2.6. Disputed Invoices. If Client disputes any portion of an invoice, Client must notify Service Provider in writing of the dispute within [Number] ([e.g., fifteen (15)]) days of the invoice date, providing reasonable detail regarding the basis of the dispute. The Parties shall promptly endeavor to resolve the dispute. Client shall pay the undisputed portion of the invoice by the Payment Due Date.

3. TERM & TERMINATION

3.1. Term of Agreement. This Agreement shall commence on the Effective Date and shall continue in effect until terminated by either Party in accordance with the provisions of this Section 3 (the "Term").

3.2. Term of SOWs. Each SOW executed under this Agreement shall specify its own term. The expiration or termination of any SOW shall not, by itself, terminate this entire Agreement, which shall continue to govern any other existing SOWs.

3.3. Termination for Convenience. Either Party may terminate this Agreement or any individual SOW, without cause, by providing [Number] ([e.g., sixty (60)]) days' prior written notice to the other Party. In the event of termination for convenience by Client, Client shall pay Service Provider for all Services performed, and all approved Expenses incurred, up to the effective date of termination, plus any non-cancellable commitments and reasonable demobilization costs incurred by Service Provider. In the event of termination for convenience by Service Provider, Service Provider shall be entitled to payment for Services performed and Expenses incurred up to the effective date of termination.

3.4. Termination for Cause. (a) Either Party may terminate this Agreement or any individual SOW immediately upon written notice to the other Party if the other Party commits a material breach of any provision of this Agreement or an SOW and fails to cure such breach within [Number] ([e.g., thirty (30)]) days after receiving written notice thereof from the non-breaching Party (the "Cure Period"). (b) Notwithstanding Section 3.4(a), a Party may terminate this Agreement or any SOW immediately upon written notice to the other Party if: (i) the other Party becomes insolvent, makes an assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy or similar insolvency proceeding; or (ii) the other Party ceases to conduct business in the ordinary course.

3.5. Effect of Termination. Upon the termination or expiration of this Agreement or any SOW for any reason: (a) Client shall immediately pay to Service Provider all outstanding Fees and Expenses for Services performed and Expenses incurred up to the effective date of termination or expiration. (b) Each Party shall promptly return to the other Party all Confidential Information (as defined below) and other property of the other Party in its possession or control, except for one copy which may be retained for archival purposes subject to confidentiality obligations. (c) Service Provider shall, upon request, deliver to Client all work product completed or in progress for which Service Provider has received payment. (d) The provisions of Sections 2 (Compensation & Payment Terms for amounts accrued prior to termination), 3.5 (Effect of Termination), 4 (Intellectual Property Ownership & Work Made for Hire), 5 (Mutual Confidentiality & Non-Disclosure), 6 (Representations & Warranties), 7 (Limitation of Liability & Indemnification), 8 (Dispute Resolution & Arbitration), 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. Client Materials. All intellectual property rights, including but not limited to copyrights, patents, trademarks, and trade secrets, in any materials, data, or information provided by Client to Service Provider for the purpose of performing the Services ("Client Materials") shall remain the sole and exclusive property of Client. Client grants Service Provider a non-exclusive, royalty-free, worldwide license to use the Client Materials solely for the purpose of performing the Services under this Agreement.

4.2. Service Provider Pre-existing Materials. All intellectual property rights in any software, tools, methodologies, documentation, or other materials owned or developed by Service Provider prior to or independently of this Agreement, including any general intellectual property, templates, or know-how refined or created by Service Provider for general use or for other clients ("Service Provider Pre-existing Materials"), shall remain the sole and exclusive property of Service Provider. Service Provider grants Client a non-exclusive, non-transferable, royalty-free, perpetual license to use the Service Provider Pre-existing Materials incorporated into any Work Product (as defined below) solely as necessary for Client's internal use of such Work Product.

4.3. Work Product. All works, inventions, discoveries, improvements, designs, creative works, data, information, reports, and other materials, whether or not copyrightable or patentable, conceived, created, developed, or reduced to practice by Service Provider (either alone or jointly with others) in the course of performing the Services and specifically for Client under this Agreement and each SOW, excluding Service Provider Pre-existing Materials and Client Materials ("Work Product"), shall be considered "works made for hire" to the fullest extent permitted by law. To the extent that any Work Product is not deemed a "work made for hire," Service Provider hereby assigns, transfers, and conveys to Client all right, title, and interest in and to such Work Product, including all intellectual property rights therein, effective upon payment in full for the Services creating such Work Product.

4.4. Assistance with IP Rights. Service Provider agrees to execute any documents and take any further actions as may be reasonably necessary to vest full legal title to the Work Product in Client and to assist Client in securing, registering, and enforcing Client's intellectual property rights in the Work Product. Client shall reimburse Service Provider for any reasonable out-of-pocket expenses incurred in providing such assistance.

5. MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1. Definition of Confidential Information. "Confidential Information" means any and all non-public, proprietary, or confidential information, whether oral, written, electronic, or visual, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement or the Services. Confidential Information shall include, but is not limited to, trade secrets, business plans, financial information, customer lists, technical data, product plans, research and development, software code, marketing strategies, and any other information that a reasonable person would understand to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

5.2. Obligations of Confidentiality. The Receiving Party agrees to: (a) Use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement. (b) Maintain the Disclosing Party's Confidential Information in strict confidence, using at least the same degree of care as it uses to protect its own similar confidential information, but in no event less than a reasonable degree of care. (c) Not disclose, publish, or disseminate the Disclosing Party's Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, agents, contractors, or subcontractors who have a need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as stringent as those contained herein.

5.3. Compelled Disclosure. If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice of such requirement prior to disclosure, allowing the Disclosing Party a reasonable opportunity to 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.

5.4. Return of Confidential Information. Upon the termination or expiration of this Agreement, or at any time upon the Disclosing Party's written request, the Receiving Party shall, at the Disclosing Party's option, promptly return or destroy all tangible and electronic copies of the Disclosing Party's Confidential Information, and certify such return or destruction in writing, except for one copy which may be retained for archival purposes subject to continued confidentiality obligations.

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 incorporation or formation. (b) It has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. (c) The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate or organizational action. (d) This Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms. (e) It will comply with all applicable laws, regulations, and ordinances in its performance under this Agreement.

6.2. Service Provider Representations and Warranties. Service Provider represents and warrants to Client that: (a) It will perform the Services 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 substantially conform to the specifications set forth in the applicable SOW. (d) To Service Provider's knowledge, the Work Product and Service Provider Pre-existing Materials, when delivered and used in accordance with this Agreement, will not infringe upon or misappropriate the intellectual property rights of any third party. (e) It possesses all necessary licenses, permits, and authorizations required to perform the Services.

6.3. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, SERVICE PROVIDER MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR WORK PRODUCT, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

7. LIMITATION OF LIABILITY & INDEMNIFICATION

7.1. Limitation of Liability. (a) Exclusion of Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) Maximum Liability. EXCEPT FOR OBLIGATIONS UNDER SECTION 7.2 (INDEMNIFICATION), OR FOR BREACHES OF SECTION 5 (MUTUAL CONFIDENTIALITY & NON-DISCLOSURE), OR FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.2. Indemnification. (a) Service Provider Indemnity. Service Provider shall indemnify, defend, and hold harmless Client, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (i) any third-party claim alleging that the Work Product or Service Provider Pre-existing Materials, as provided by Service Provider and used in accordance with this Agreement, infringe or misappropriate any patent, copyright, trademark, or trade secret of such third party; (ii) Service Provider's gross negligence or willful misconduct in the performance of the Services; or (iii) any breach by Service Provider of its obligations under Section 5 (Mutual Confidentiality & Non-Disclosure). (b) Client Indemnity. Client shall indemnify, defend, and hold harmless Service Provider, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (i) any third-party claim alleging that Client Materials infringe or misappropriate any patent, copyright, trademark, or trade secret of such third party; (ii) Client's gross negligence or willful misconduct; or (iii) any breach by Client of its obligations under Section 5 (Mutual Confidentiality & Non-Disclosure). (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 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 without the indemnified Party's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed, if such settlement would impose any obligation or liability on the indemnified Party beyond monetary payment by the indemnifying Party.

8. DISPUTE RESOLUTION & ARBITRATION

8.1. Informal Dispute Resolution. The Parties agree to use their best efforts to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, through good faith negotiations between senior management representatives of each Party. If the Parties are unable to resolve the dispute within [Number] ([e.g., thirty (30)]) days of one Party's written request for negotiation, either Party may then proceed to arbitration as set forth below.

8.2. Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, which cannot be resolved by informal negotiation, shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. (a) The arbitration shall be conducted by a single arbitrator appointed in accordance with the AAA Rules. (b) The seat of the arbitration shall be [City, State]. (c) The language of the arbitration shall be English. (d) The arbitrator's award shall be final and binding upon the Parties, and judgment on the award may be entered in any court having jurisdiction thereof. (e) The costs of arbitration, including the arbitrator's fees and reasonable attorneys' fees, shall be borne by the non-prevailing Party, as determined by the arbitrator, or as otherwise allocated by the arbitrator in their discretion.

8.3. Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, without the need to exhaust the informal dispute resolution or arbitration procedures.

9. GOVERNING LAW & JURISDICTION

9.1. Governing Law. This Agreement and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of the State of [State, e.g., Delaware], without regard to its conflict of laws principles.

9.2. Jurisdiction. Subject to the arbitration provisions in Section 8, the Parties agree that the exclusive jurisdiction and venue for any legal action or proceeding arising out of or related to this Agreement shall be the state and federal courts located in [County, State, e.g., New Castle County, Delaware]. Each Party hereby consents to the personal jurisdiction of such courts and waives any objection that such courts are an inconvenient forum.

10. MISCELLANEOUS

10.1. Severability. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, invalid, or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remainder of this Agreement shall remain in full force and effect.

10.2. Entire Agreement. This Agreement, together with all attached Schedules and any executed SOWs, 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.

10.3. Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by duly authorized representatives of both Parties.

10.4. Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

10.5. Assignment. 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. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by the terms of this Agreement.

10.6. Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by events beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riots, embargoes, fires, floods, epidemics, pandemics, or strikes (each, a "Force Majeure Event"). The Party affected by a Force Majeure Event shall promptly notify the other Party of the nature and expected duration of the event and shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event. If a Force Majeure Event continues for more than [Number] ([e.g., ninety (90)]) days, either Party may terminate this Agreement or the affected SOW upon written notice.

10.7. Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) upon confirmed transmission by facsimile or e-mail, provided that a copy is also sent by registered mail; or (c) one (1) business day after being sent by a nationally recognized overnight courier service, to the addresses specified below, or to such other address as either Party may designate by written notice to the other Party.

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

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

10.8. Relationship of the Parties. Service Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Neither Party has any authority to bind the other Party by contract or otherwise. Service Provider shall be solely responsible for the supervision, direction, and control of its personnel and for their compensation, benefits, and statutory obligations.

10.9. Headings. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

10.10. 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 and electronic signatures (e.g., PDF, DocuSign) shall be deemed original signatures for all purposes.

---

EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties have executed this Professional Services Agreement as of the Effective Date first written above.

---

FOR [COMPANY FULL LEGAL NAME] (Service Provider):

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

---

FOR [CLIENT FULL LEGAL NAME] (Client):

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

---

SCHEDULE A: STATEMENT OF WORK

(Attached Separately / To Be Incorporated by Reference)

Note to User: This section should contain a detailed description of the specific services, deliverables, timelines, milestones, acceptance criteria, and any other project-specific details. A separate, numbered SOW document should be created for each distinct engagement or project under this Master Services Agreement.

Example SOW Content Headings:

1. Project Title:
2. Project Description/Objectives:
3. Scope of Services:
   • Specific tasks to be performed by Service Provider.
   • Specific tasks/responsibilities of Client.
4. Deliverables:
   • List of specific outputs/products.
   • Delivery dates for each deliverable.
   • Acceptance criteria for each deliverable.
5. Milestones & Schedule:
   • Key project phases and target completion dates.
6. Fees & Payment Schedule:
   • Total fixed fee, hourly rate, or other compensation model.
   • Specific payment schedule (e.g., % upfront, % upon milestone completion, monthly).
   • Any specific expense budget or limitations.
7. Key Contacts:
   • Primary contact for Service Provider.
   • Primary contact for Client.
8. Assumptions & Dependencies:
   • Any critical assumptions or dependencies on Client or third parties.
9. Approvals:
   • Signatures for SOW acceptance (if applicable, in addition to main agreement).

---

STEP-BY-STEP EXECUTION & FILING GUIDE

This guide provides instructions for completing, executing, and managing this Professional Services Agreement template.

Phase 1: Customization and Preparation (Microsoft Word / Google Docs)

1. Save a Working Copy: Immediately save this template under a new file name (e.g., [ClientName]_[ServiceProviderName]_PSA_YYYYMMDD.docx).
2. Review Statutory & Legal Compliance Notice: Read and understand the disclaimer. This document is a template; legal counsel review is essential.
3. Fill in Bracketed Fields [ ]:
   • Document Header & Control: Update [Effective Date], [State/Country of Governing Law].
   • Parties & Recitals:
     • [Day], [Month], [Year] for the Effective Date.
     • [Company Full Legal Name], [State/Country of Incorporation], [Company Principal Address] (for Service Provider).
     • [Client Full Legal Name], [State/Country of Client Incorporation/Residence], [Client Principal Address] (for Client).
   • Compensation & Payment Terms:
     • [Currency Code, e.g., USD]
     • [Number] ([e.g., thirty (30)]) days for payment due date.
     • [Interest Rate, e.g., one and one-half percent (1.5%)] for late payments.
     • [Number] ([e.g., fifteen (15)]) days for invoice dispute notification.
   • Term & Termination:
     • [Number] ([e.g., sixty (60)]) days for termination for convenience notice.
     • [Number] ([e.g., thirty (30)]) days for cure period in termination for cause.
   • Dispute Resolution & Arbitration:
     • [Number] ([e.g., thirty (30)]) days for informal dispute resolution period.
     • [City, State] for the seat of arbitration.
   • Governing Law & Jurisdiction:
     • [State, e.g., Delaware] for governing law.
     • [County, State, e.g., New Castle County, Delaware] for exclusive jurisdiction.
   • Miscellaneous:
     • [Number] ([e.g., ninety (90)]) days for Force Majeure termination.
     • [Contact Person Name], [Contact Email Address] for both Service Provider and Client notice addresses.
4. Draft Schedule A: Statement of Work (SOW): Create a separate, detailed SOW document for the specific project, adhering to the suggested headings in the template. Ensure it aligns with any proposal submitted (e.g., in response to an RFP) and is explicitly referenced and attached to this Agreement.
5. Internal Review: Have the contract reviewed by relevant internal stakeholders (e.g., project manager, finance, senior management).
6. Legal Review: MANDATORY. Engage qualified legal counsel to review the completed template and the SOW to ensure it precisely meets your specific needs, complies with all applicable laws, and is fully enforceable in your jurisdiction(s).

Phase 2: Execution

1. Finalize Document: Incorporate all feedback from internal and legal reviews. Ensure all bracketed fields are populated and the SOW is attached or clearly incorporated by reference.
2. Verify Signatory Authority: Before obtaining signatures, verify that the individuals signing on behalf of both Service Provider and Client have the legal authority to bind their respective entities to the terms of the Agreement. This may involve checking corporate bylaws, board resolutions, or power of attorney.
3. Prepare for Signature:
   • Physical Signatures: Print two (2) original copies of the complete Agreement (including SOWs).
   • Digital Signatures: Upload the complete Agreement (preferably in PDF format) to a recognized digital signature platform (e.g., DocuSign, Adobe Sign, HelloSign). Ensure all fields requiring signatures, dates, and printed names are correctly mapped for each signatory.
4. Obtain Signatures:
   • For Service Provider: Have the authorized signatory for [Company Full Legal Name] sign and date.
   • For Client: Have the authorized signatory for [Client Full Legal Name] sign and date.
5. Countersignature: Ensure both Parties have fully executed the document.

Phase 3: Post-Execution & Record Retention

1. Distribute Fully Executed Copies: Provide a fully executed copy of the Agreement (including all SOWs) to both Service Provider and Client. For digital signatures, the platform will typically handle this automatically. For physical signatures, scan the fully executed document and distribute electronic copies, then mail physical originals.
2. Record Retention:
   • Service Provider: Store the original (or definitive electronic version) of the executed Agreement in a secure, designated contract management system or physical archive.
   • Client: Store the original (or definitive electronic version) of the executed Agreement in a secure, designated contract management system or physical archive.
   • Backup: Maintain digital backups of the executed Agreement.
3. Contract Management:
   • Key Date Tracking: Enter key dates (Effective Date, Termination Notice Deadlines, Payment Due Dates, SOW End Dates) into a contract management system or calendar for proactive monitoring.
   • Compliance: Ensure all teams involved in the Services are aware of and comply with the terms of the Agreement (e.g., invoicing procedures, confidentiality, IP provisions).
   • Amendments/Change Orders: Any future changes to the Agreement or SOWs must be documented via written amendments or Change Orders, executed by authorized signatories, and filed with the original Agreement.
4. Review Cycle: Periodically review the Agreement (e.g., annually or upon significant project changes) to ensure it remains relevant and enforceable.