Professional Services Agreement Template

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A Professional Services Independent Contractor Agreement is a legal contract between a company and a specialist defining project tasks and compensation. It is used to formalize service terms, maintain confidentiality, and clarify contractor status.

INDEPENDENT CONTRACTOR AGREEMENT

 

 

This Independent Contractor Agreement (the "Agreement") is made and executed as of   (the "Effective Date"), by and

 

BETWEEN: , (the "Company"), having its office at   and represented by  .
AND: , (the "Independent Contractor/Contractor"), having its office at  , and represented by  .

 

The Company and the Contractor may be referred to individually as the "Party" and collectively as the "Parties".

 

WHEREAS the Company is  .

 

AND WHEREAS the Contractor is  .

 

AND WHEREAS the Company desires to engage the services of the Independent Contractor as described in the Statement of Work (SOW) attached hereto.

 

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

Engagement. The Company hereby engages the services of the Independent Contractor to provide  , and the Contractor agrees to perform the services described in the Statement of Work (SOW) attached hereto.

Term. The term of this Agreement shall commence from the Effective Date, hereinabove mentioned, and shall continue till  .

 

Independent Contractor Relationship

 

The Company and Contractor expressly agree and understand that they are creating an independent contractor relationship and that the Contractor shall not be an employee of the Company for any purpose. Nothing contained in this Agreement shall be construed to give either Party the power to direct and control the day-to-day activities of the other except as otherwise agreed upon in this Agreement.

To the extent that the Contractor discharges the obligations under this Agreement, in whole or in part, through employees, subcontractors, or agents, the Independent Contractor shall be exclusively responsible for compensating, reimbursing, and insuring such employees, subcontractors, and agents.

The Contractor shall keep its business operations completely independent and distinct from those of the Company.

Neither the Contractor nor any of its employees, subcontractors, or agents shall be entitled to unemployment benefits or insurance, workers' compensation benefits or insurance, or any other benefits or insurance provided to employees of the Company.

Neither the Contractor nor any of its employees, subcontractors, or agents shall have any right to enter into any agreement on behalf of the Company or to bind the Company otherwise.

 

Fees for the Services

  • For the services performed during the term, the Company shall pay the Contractor compensation in the amount of  . 
  • In case of termination of the Contractor's employment, the Contractor shall not be entitled to receive any further payment under this Agreement.
  • The payment shall be made by cash.

Intellectual Property Ownership. The Contractor acknowledges and agrees the Company Intellectual Property shall include, without limitation, all the  , which are fully owned by the Company. The Contractor shall not contest, challenge, or take any action inconsistent with or that may damage or impair the ownership or intellectual property rights of the Company.

 

Supplies and Equipment. Except to the extent that the Company may determine it to be more convenient for the Contractor to use equipment and supplies already owned by the Company at the site(s) where the Contractor is performing services and he/she shall furnish, at his/her expense, all equipment and supplies necessary for the provision of his/her services hereunder.

 

Work Made for Hire. The Contractor acknowledges that all work developed by the Contractor in the performance of the SOW is "Work Made for Hire" as defined in   and is the sole property of the Company. The Contractor hereby assigns to the Company the Contractor's entire right, title, and interest in and to all of the rights to such Work Made for Hire, including but not limited to all patent rights, copyrights, and trade-secret rights. The Contractor, furthermore, shall execute all documents reasonably requested by the Company to evidence the foregoing assignment further and to provide all reasonable assistance to the Company in perfecting or protecting the Company's rights to such Work Made for Hire.

 

Obligations of the Independent Contractor

  • The Contractor agrees to use its best efforts in providing services under the terms of this Agreement.
  • The Contractor represents and warrants to the Company that he/she possesses all such licenses or certifications as required by any local, state, or federal agency, government, or governing body for the position and duties for which the Contractor is hereby engaged.
  • The Contractor shall provide all tools, labor, and supplies in such quantities and of the proper quality to professionally and timely perform the services.
  • The Contractor shall submit invoices for services performed at the conclusion of all the services unless otherwise agreed to in the SOW. In such cases, invoices shall state a description of each specific service performed and the date of completion.
  • The Contractor shall regularly report, but no less than weekly during the term, on the progress of completion of tasks and the hours incurred in performing such tasks to the Company's representative.
  • The Contractor shall obtain and maintain during the term of this Agreement general liability insurance of at least  , and if applicable,  workers/unemployment compensation insurance for any of its employees.
  • The Contractor shall comply with all federal, state, and local safety, immigration, health, and work laws, regulations, directives, and rules at its expense.

 

 

Communication. The Parties shall communicate all details via email to maintain a clear record of information. Communication via text or call shall be acceptable in the case of  . All communication shall take place before business hours unless in case of an emergency. The Parties shall respond to each other within 24 hours of the communication.

 

Non-Circumvention. The Contractor agrees that all third (3rd) parties and/or Company's clients introduced by the Company during the execution of this Agreement represent significant efforts and working relationships that are unique to, and part of, the Company's intellectual capital. Therefore, without prior written Company consent, the Contractor agrees to refrain from conducting direct or indirect business dealings of any kind with any third (3rd) party so introduced.

 

Taxes. Immediately upon entering into this Agreement, the Contractor agrees to provide the Company with completed  . The Contractor understands and agrees that he/she is solely responsible for all income and/or other tax obligations, if any.

 

Termination. If the Contractor defaults in the performance of any of the duties or obligations hereunder, and such default continues after written notice, the Company may immediately terminate this Agreement. The Contractor shall be due only such sums for approved work until termination without the addition of prospective profits or any other charges whatsoever. In case of such termination of the Contractor's employment, the Contractor shall not be entitled to receive any further payment under this Agreement.

 

Indemnification. Both Party shall indemnify and hold the other Party harmless from and against any and all third-party claims, demands, suits, actions, causes of action, losses, damages, liabilities, reasonable attorneys' fees, and other costs and expenses incurred by each Party as a result of the breach of this Agreement by, or any intentional or negligent act or omission on the part of, either Party that gives rise to liability.

 

Representations and Warranties. The Contractor hereby represents and warrants that, as of the date hereof and continuing throughout the term of this Agreement, he/she is not and shall not in any way be restricted or prohibited, contractually or otherwise, from entering into this Agreement or performing the services contemplated hereunder.

 

Notice. Any notice to be given hereunder by either Party to the other shall be in writing and shall be deemed given when sent by email, courier, or certified mail to the address hereinabove mentioned.

 

Assignment. No assignment of this Agreement by the Contractor is permitted without the prior written permission of the Company. The Company may assign this Agreement.

 

Dispute Resolution. The Parties agree that any dispute shall be decided by arbitration in accordance with the applicable rules of the  .

 

Confidentiality. The Contractor may have access to the Company's Confidential Information, and as such, the Independent Contractor agrees to all terms contained in the Company's Non-Disclosure Agreement (NDA), and the Parties agree to execute said NDA before the commencement of any services to be performed.

 

Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the  .

 

Severability. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the Party shall be construed and enforced accordingly, to effectuate the essential intent and purposes of this Agreement.

 

Amendment. This Agreement may only be amended or modified by an instrument in writing executed by all the Parties.

 

Counterpart. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Entire Agreement. This Agreement constitutes the entire Agreement between the Company and the Independent Contractor with respect to the subject matter of this Agreement, and these provisions shall supersede or replace any conflicting or additional provisions which may be contained in any other writing, document, or the like. In the event of a conflict between any provisions appearing in any other writing and in this Agreement, the provisions of this Agreement shall be controlling.

IN WITNESS WHEREOF, the Parties to this Agreement have caused it to be executed as of the day and year first above written.

 

 

 

___________________________________

Authorized Signature

 

 

 ,

 

___________________________________

Authorized Signature

 

 

 ,

 

[SOW]

Annexure A

 

Purpose.  .

 

Description of the Services to be Performed by the Contractor. The services of the Contractor shall include:

 .

 

Compensation. The Company shall pay the Contractor compensation in the amount of  .

Written by Karyna Pukaniuk - Reviewed by Jonathan McGill

Template Description

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Paper titled "Professional Services Agreement"; woman talking to another woman sitting at the desk and drawing on the tablet

Professional services agreements are meticulously laid out contracts that delineate the terms of engagement between a service provider and a client. Essential in various business environments ranging from IT and consulting to design and marketing, these agreements articulate the relationship's scope, expectations, responsibilities, and deliverables. Having a well-structured professional services agreement template can expedite this process, ensuring all crucial points are covered effectively. 

When to Use a Professional Services Agreement

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You will find a professional services contract beneficial anytime you employ a professional to render a specific service. This could be during a one-off project, over a contracted period, or anytime you outsource a task outside your enterprise's expertise — like hiring a financial consultant for a merger, engaging an IT house for software development, or commissioning an advertising agency for a marketing campaign. 

Parties

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  • Service provider — This is the individual or company providing a specialized service for a specific project or time period. They are tasked with ensuring the delivery of services as specified in the contract by the agreed deadline while maintaining the quality standards set. Upon fulfillment of the obligations, they receive the agreed-upon compensation.

  • Client — The individual or entity engaging the services of the service provider is known as the client. They commission the project and agree to pay for the services rendered as specified within the professional service agreement contract. Once the services have been satisfactorily delivered, the client commonly acquires ownership rights and interest — including intellectual property rights — over the output unless otherwise stipulated within the contract. With the completion of the service, the client authenticates the delivery by issuing a service completion document. This act demonstrates the successful conclusion of the contractual obligations.

Key Terms

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  • Services: It describes the specific tasks, duties, and work that the service provider agrees to complete.
  • Compensation: It refers to the remuneration, fees, or payment terms agreed upon by both parties.
  • Intellectual property: It pertains to the creative works and proprietary information that the service provider may produce as part of the contract.
  • Confidentiality: It states the expectation for the service provider to uphold privacy and security regarding sensitive information.
  • Term/Termination: It specifies the agreement’s duration and the provisions regarding its termination.

How to Write a Professional Services Agreement

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Crafting an effective professional service agreement involves several essential steps. Following these procedures will ensure the contract caters to the specifics of the project and guards the interests of both parties involved. Also, using a professional services contract template ensures you have a strong foundation for creating a straightforward and legally sound contract.

  1. Identify parties clearly:
    Clearly state the name, business form, contact information, and legal domicile of the service provider and the client. A professional service contract template often has predefined fields for this information.

  2. Describe services explicitly:
    Specify in detail the services the provider will perform, including the deliverables, project scope, and any milestones to be achieved.

  3. Specify compensation and payment terms:
    Detail payment terms, including the fee structure, invoicing schedule, and any other expenses that must be reimbursed. Sample professional services agreements can guide on how to frame this aspect.

  4. Define intellectual property rights:
    Identify who owns work output, how the client can use it, and under what circumstances the service provider can use it for promotional purposes.

  5. Include termination and extension clauses:
    The agreement should state the conditions under which it can be terminated prematurely and how it can be extended, if necessary.

  6. Ensure confidentiality:
    A simple professional services agreement template often includes a confidentiality or non-disclosure clause to protect sensitive business information. Use the template to ensure this important aspect is correctly incorporated into your agreement.

  7. Include liability and insurance provisions:
    Define what happens in case of a dispute, the obligations of the parties in case of an error or omission, and whether any insurance is required.

  8. Detail the duration of the contract:
    Specify the starting and ending dates of the service agreement.

Remember, it's always a good idea to have a legal professional review a professional service contract before it's finalized to ensure it captures all necessary details and safeguards your interests adequately.

To conclude, professional services contracts are fundamental in defining expectations, ascribing liabilities, transferring rights, and ensuring a smooth engagement between service providers and clients. The importance of using such agreements cannot be overstressed. Fortunately, professional service agreement templates are readily available, bringing convenience and professional rigor to the process. Using them effectively can ensure the protection of your interests, assets, and intellectual property rights.

This template is drafted by

Ankita Srivastava

Ankita Srivastava is an international lawyer with 7 years of experience with a graduation in Political Science from Miranda House and an LLB (Equivalent of J.D) from Campus Law Centre, University of Delhi. Ankita has completed higher studies in law from Harvard University. She is a contract drafting and legal research expert and has worked with clients from the USA, Dubai, Spain, Taiwan, Africa, and Australia, among other jurisdictions. Ankita is a member of the Supreme Court Bar Association & American Bar Association.

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