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Professional Services
Agreement

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Prepared for:
[CLIENT/CLIENT COMPANY]

Prepared by:
[SERVICE PROVIDER]

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Professional Services Agreement

This Professional Services Agreement (hereinafter referred to as “Agreement”) is entered on the [Date] between

[Client/Client Company Name] (hereinafter referred to as “Client”), incorporated at [Client/Client Company Address] 

and

[Service Provider/Service Provider Company Name] (hereinafter referred to as “Service Provider”), incorporated at [Service Provider/Service Provider Company Address].

The Client and the Service Provider shall be collectively referred to as “Parties” and individually as “Party”.

The Client wishes to engage the Service Provider in professional services, the scope and details of which are outlined in this Agreement.

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Terms of the Agreement

1. Scope of Services

The Service Provider shall provide the client with the following services.

[Services]

2. Payment Terms

The payment table sets forth the pricing for each of the services provided.

Services	Rate	Quantity	Subtotal
[Services 1]	$ [0.00]	0	$ [0.00]
[Services 2]	$ [0.00]	0	$ [0.00]
[Services 3]	$ [0.00]	0	$ [0.00]
		TOTAL:	(Inclusive of all taxes) $ [0.00]

All balances shall be due upon completion of the work or receipt of the invoice. Invoices shall be delivered regularly and are due upon receipt.
The Service Provider may cease work if any balances remain unpaid for a period of [Time Period].
If the Scope of work modifies during the project’s completion additional costs may occur.
All clients are required to maintain a valid credit card on file before the commencement of any work. Credit cards on file will only be charged if a balance is over [Time Period] days past due, or if the Client specifically opts for one-time or ongoing scheduled payments by credit card.

3. Term

The term of this Agreement shall be from the date of execution of the Agreement until completion of the Services and payment therefore by the Client. 
Except for any material breach of the Agreement by the Service Provider, this Agreement may not be terminated by either party unless otherwise terminated upon the death or incapacity of either Party.

4. Ownership

The Service Provider shall hereby sell, grant, assign, and transfer to the Client all right, title, and interest in documentation or materials authored or created by Service Provider for the Client under this Agreement, including all copyrights, trademarks, renewals, and extensions thereof.

5. Client Inspection

The Client reserves the right to inspect the completed services and the project, on condition that the Client shall pay the compensation for any such inspection undertaken. 
If any of the Services performed by the Service Provider under this Agreement are not subject to the standards outlined in the Agreement or are defective or incomplete, the Client shall reserve the right to bring to the notice of the Service Provider of such discrepancies, upon which the Service Provider shall promptly rectify them within a reasonable time.

6. Taxes

The Service Provider shall be duly responsible for all taxes and any such fees due to the local government or any other government with regards to the services provided.

7. Confidentiality

All confidential information that is communicated to and obtained by the Service Provider from the Client in connection with performing the scope of services under this Agreement shall be held by the Service Provider in full trust. At no time will the Service Provider use any confidential information obtained through conducting this service Agreement either directly or indirectly, for personal benefit, or disclose or communicate such information in any manner to any third party. This provision shall continue to be effective after the termination of this Agreement.

8. Termination

This Agreement may be terminated by either Party submitting a written notice to the other Party or may immediately be terminated under the following circumstances.
If there is a failure to make a required payment when due
In the event of bankruptcy by either Party 
The failure to make available or deliver the services in the time and manner as described in this Agreement.
Upon termination of this Agreement, the Service Provider shall cease reproducing, advertising, marketing, and distributing any material or information pertaining to the Client immediately.

9. Independent Contractor

The Service Provider shall be retained as an independent contractor. The Service Provider will be fully responsible for payment of its income taxes on all compensation earned under this Agreement. The Client will not withhold or pay any taxes on behalf of the Service Provider. The Service Provider understands that they will not be entitled to any added employee benefits that Client provides for its employees generally or to any statutory employment benefits, including without limitation worker's compensation or unemployment insurance.

10. Arbitration

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and the seat shall be [State]. The Arbitrators' decision shall be final and will be binding on both the Parties.

11. Miscellaneous

Assignability: Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party which shall not be unreasonably withheld.
Notices: Any notice required to be given to the Client shall be delivered by certified mail, personal delivery, or overnight delivery paid for by the Company.
Force Majeure: Neither party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that party's reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.
Modification: No modification of this Agreement shall be made unless in writing, signed by both parties.
Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement termination.
Governing Law and Jurisdiction: This Agreement shall be governed following the laws of the [State/Court/Region]. If the disputes under this Agreement cannot be resolved by Arbitration, they shall be resolved by litigation in the courts of the [State/Court/Region] including the federal courts therein, and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail and hereby waive any jurisdictional or venue defenses otherwise available to it.
Legal and Binding Agreement: This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in the [State/Court/Region]. The Parties each represent that they have the authority to enter into this Agreement.
Entire Agreement: This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

Acceptance and Signature

This Agreement has been duly executed by the authorized representatives of the Parties hereto as of the date first set forth above.

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

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DISCLAIMER: Revvsales, Inc is not a law firm. The content provided herein is for general information purposes only, and does not constitute legal advice. Revvsales, Inc and its partners make no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability, or completeness of any information mentioned hereunder. The use or reliance of any information contained herein is for your personal use and solely at your own risk. You agree to fully release and indemnify Revvsales, Inc from any liability associated with the use of this content. You are advised to obtain independent legal advice before taking or refraining from any action on the basis of the content provided here.