PROFESSIONAL SERVICES AGREEMENT

(Comprehensive Template – Universal Jurisdiction)

[// GUIDANCE: This template is intended for sophisticated commercial engagements. Bracketed text must be customized for each transaction. Remove guidance notes prior to execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Parties

This Professional Services Agreement (the “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

(a) [SERVICE PROVIDER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Provider”); and

(b) [CLIENT LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Client,” and together with Provider, each a “Party” and collectively the “Parties”).

1.2 Recitals

A. Provider is duly qualified and experienced in providing the professional services described herein.
B. Client desires to engage Provider to perform such services, and Provider is willing to do so, subject to the terms and conditions of this Agreement.

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

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Capitalized terms used but not defined in a particular Section shall have the meanings assigned in this Section 2.

“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party.

“Applicable Law” means all federal, state, provincial, local, and international laws, statutes, ordinances, regulations, and orders that apply to a Party’s performance under this Agreement, including export control laws and anti-bribery laws.

“Confidential Information” has the meaning set forth in Section 5.2.

“Deliverables” means all reports, data, analyses, work product, documentation, and other materials that Provider is required to deliver to Client under an applicable SOW.

“Force Majeure Event” has the meaning set forth in Section 7.4.

“Intellectual Property Rights” means all worldwide patent, copyright, trademark, trade secret, moral, and other proprietary rights.

“SOW” means a statement of work executed under this Agreement in substantially the form attached as Exhibit A.

“Services” means the professional services described in each SOW, including delivery of any Deliverables.

[// GUIDANCE: Add or delete definitions as required. Maintain alphabetical order.]

3. OPERATIVE PROVISIONS

3.1 Scope of Services

Provider shall perform the Services described in each SOW in accordance with the timelines, milestones, and specifications set forth therein.

3.2 Performance Standards

Provider shall:
(a) Perform the Services in a diligent, professional, and workmanlike manner consistent with industry standards;
(b) Assign personnel with appropriate skill and experience; and
(c) Comply with all Applicable Law.

3.3 Changes

Either Party may request changes to the scope, schedule, or fees. No change is binding unless memorialized in a written change order executed by authorized representatives of both Parties.

3.4 Payment Terms

(a) Fees. Client shall pay Provider the fees set forth in each SOW. Unless otherwise specified, fees are due [NET ___ DAYS] from the date of Provider’s invoice.
(b) Expenses. Client shall reimburse pre-approved, reasonable out-of-pocket expenses incurred in performing the Services.
(c) Late Payments. Past due amounts shall accrue interest at the lesser of [___%] per month or the maximum rate permitted by law.
(d) Taxes. Fees exclude, and Client shall pay, all applicable sales, use, value-added, and similar taxes, except taxes based on Provider’s net income.

[// GUIDANCE: Insert withholding tax gross-up language if cross-border.]

3.5 Client Responsibilities

Client shall provide timely access to personnel, information, facilities, and systems reasonably required for Provider to perform the Services. Client acknowledges that Provider’s ability to meet schedules is contingent on such cooperation.

3.6 Conditions Precedent

Provider’s obligations are conditioned upon (i) receipt of any initial retainer specified in the applicable SOW and (ii) Client’s completion of background, onboarding, or security requirements specified therein.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations

Each Party represents and warrants that:
(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
(b) It has full power and authority to enter into and perform this Agreement; and
(c) The execution of this Agreement has been duly authorized and does not violate any other agreement to which it is a party.

4.2 Provider Warranties

Provider further warrants that:
(a) The Services will conform in all material respects to the specifications in the applicable SOW for [___] days following delivery; and
(b) Provider will not knowingly infringe any third-party Intellectual Property Rights in performing the Services.

4.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

4.4 Survival

The warranties in Section 4.2(a) survive only for the warranty period stated therein. All other representations and warranties survive termination of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Compliance with Law

Each Party shall comply with all Applicable Law in connection with its performance under this Agreement.

5.2 Confidentiality

(a) Definition. “Confidential Information” means any non-public information disclosed by either Party (“Discloser”) to the other Party (“Recipient”) that is designated as confidential or that, given the nature of the information or circumstances surrounding disclosure, reasonably should be understood to be confidential.
(b) Obligations. Recipient shall: (i) use Confidential Information solely to perform under this Agreement; (ii) restrict disclosure to its employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations no less protective; and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.
(c) Exceptions. The obligations in Section 5.2(b) do not apply to information that: (i) is or becomes publicly available through no breach by Recipient; (ii) was lawfully known to Recipient without confidentiality restriction before disclosure; (iii) is independently developed without use of Discloser’s Confidential Information; or (iv) is rightfully obtained from a third party without confidentiality obligation.
(d) Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by court order or Applicable Law, provided it gives Discloser prompt notice and cooperates in seeking protective treatment.

5.3 Non-Solicitation

During the Term and for [___] months thereafter, neither Party shall, directly or indirectly, solicit for employment or hire any employee of the other Party who was materially involved in performing or receiving the Services, without the other Party’s prior written consent. General solicitations not specifically targeted to such employees are excluded.

5.4 Intellectual Property

(a) Pre-Existing IP. Each Party retains all right, title, and interest in its pre-existing Intellectual Property Rights.
(b) Deliverables. Upon full payment of all fees, Provider hereby assigns to Client all right, title, and interest in the Deliverables, excluding Provider’s Pre-Existing IP and Third-Party Materials embedded therein, which are licensed to Client on a non-exclusive, perpetual, worldwide basis solely for Client’s internal use.

6. DEFAULT & REMEDIES

6.1 Events of Default

An “Event of Default” occurs if:
(a) A Party materially breaches this Agreement and fails to cure within [30] days after receipt of written notice;
(b) A Party becomes insolvent, files for bankruptcy, or has a receiver appointed; or
(c) Client fails to pay undisputed amounts within [15] days after written notice of non-payment.

6.2 Remedies

Upon an Event of Default by the other Party, the non-defaulting Party may:
(a) Suspend performance;
(b) Terminate this Agreement and any outstanding SOWs;
(c) Pursue injunctive or equitable relief; and
(d) Seek all other remedies available at law or in equity.

6.3 Attorney Fees

The prevailing Party in any action to enforce this Agreement is entitled to recover its reasonable attorney fees, costs, and expenses.

7. RISK ALLOCATION

7.1 Indemnification

(a) Mutual Indemnity. Each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party, its Affiliates, and their respective officers, directors, employees, and agents (collectively, “Indemnified Parties”) from and against any third-party claim, demand, suit, or proceeding (“Claim”) arising out of or relating to:
(i) the Indemnifying Party’s gross negligence or willful misconduct;
(ii) the Indemnifying Party’s violation of Applicable Law; or
(iii) an allegation that the Services or Deliverables (in the case of Provider) or materials supplied by Client (in the case of Client) infringe any Intellectual Property Rights of a third party.

(b) Procedure. The Indemnified Parties shall: (i) promptly notify the Indemnifying Party of the Claim; (ii) permit the Indemnifying Party to control the defense and settlement; and (iii) reasonably cooperate at the Indemnifying Party’s expense.

7.2 Limitation of Liability

(a) Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED [THE FEES PAID OR PAYABLE UNDER THE APPLICABLE SOW / OTHER AGREED AMOUNT].
(b) Excluded Claims. The cap does not apply to: (i) either Party’s indemnification obligations; (ii) breaches of confidentiality; (iii) infringement of the other Party’s Intellectual Property Rights; or (iv) a Party’s gross negligence or willful misconduct.
(c) No Consequential Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

[// GUIDANCE: Modify Section 7.2 to reflect negotiated “Liability Caps: negotiable.”]

7.3 Insurance

Provider shall maintain, at its own expense, (i) commercial general liability insurance with limits of at least [$___] per occurrence, (ii) professional liability/errors & omissions insurance with limits of at least [$___], and (iii) workers’ compensation as required by law. Provider shall furnish certificates of insurance upon request.

7.4 Force Majeure

Neither Party is liable for delay or failure to perform caused by acts beyond its reasonable control, including acts of God, natural disasters, terrorism, civil unrest, labor disputes, epidemic, or governmental actions (“Force Majeure Event”), provided it gives prompt notice and uses commercially reasonable efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute arising out of or relating hereto are governed by and construed in accordance with the laws of [SELECTED STATE/COUNTRY], without regard to its conflict-of-laws principles.

8.2 Forum Selection

The state and federal courts located in [COUNTY, STATE/COUNTRY] shall have exclusive jurisdiction over any suit, action, or proceeding arising out of or relating to this Agreement that is not subject to arbitration under Section 8.3, and each Party irrevocably submits to such courts’ personal jurisdiction.

8.3 Optional Arbitration

[Choose one of the following options and delete the other prior to execution.]

Option A – Arbitration Elected
Any dispute, controversy, or claim arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by [ARBITRATION PROVIDER] in accordance with its [APPLICABLE RULES] then in effect. The arbitral tribunal shall consist of [ONE/THREE] arbitrator(s). The seat of arbitration shall be [CITY, STATE/COUNTRY]. Judgment on the award may be entered in any court of competent jurisdiction.

Option B – Arbitration Not Elected
The Parties do not elect arbitration. Disputes shall be resolved exclusively in the courts specified in Section 8.2.

8.4 Jury Trial Waiver

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING COUNTERCLAIMS) ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.5 Injunctive Relief

Nothing in this Agreement prohibits either Party from seeking interim injunctive or other equitable relief in any court of competent jurisdiction to prevent or curtail actual or threatened misappropriation of Confidential Information or infringement of Intellectual Property Rights.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver

No amendment or modification of this Agreement is effective unless in writing and signed by duly authorized representatives of both Parties. No waiver is effective unless in writing and signed. A waiver on one occasion is not a waiver on any other occasion.

9.2 Assignment

Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in its entirety to a successor in connection with a merger, acquisition, or sale of substantially all assets, upon written notice. Any assignment in violation of this Section 9.2 is void.

9.3 Successors & Assigns

This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

9.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be interpreted to effectuate its intent to the greatest extent permitted.

9.5 Entire Agreement

This Agreement, together with all SOWs and Exhibits, constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior and contemporaneous understandings.

9.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts (including by PDF or electronic signature complying with [APPLICABLE E-SIGNATURE LAW]), each of which is deemed an original, and all of which together constitute one instrument.

9.7 Notices

Notices must be in writing and delivered by personal delivery, recognized overnight courier, certified mail (return receipt requested), or email (with confirmation of receipt), to the addresses set forth in Section 1.1 (or such other address as a Party may designate by notice). Notices are deemed given (i) upon receipt if personally delivered, (ii) one business day after deposit with an overnight courier, (iii) three business days after deposit in certified mail, or (iv) upon confirmation of receipt if sent by email.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Optional Notary Acknowledgment – insert if required by governing jurisdiction]

Exhibit A

FORM OF STATEMENT OF WORK (SOW)

1. SOW Effective Date: [DATE]
2. Description of Services: [DETAILED DESCRIPTION]
3. Deliverables: [LIST]
4. Project Schedule/Milestones: [DATES]
5. Fees & Payment Schedule: [FEE STRUCTURE]
6. Expenses: [ALLOWABLE EXPENSES]
7. Client Responsibilities: [DETAILS]
8. Key Personnel (if any): [NAMES/ROLES]
9. Acceptance Criteria: [MEASURABLE STANDARDS]
10. Additional Terms: [IF ANY]

[// GUIDANCE: Attach additional exhibits (e.g., security requirements, service levels) as needed.]