Professional Services Agreement

This Agreement is made on [Date] between [Client Name] ("Client") and [Provider Name] ("Provider") for the professional services described below.

1. Services

Provider agrees to perform the following services (the "Services"): [Description of services, or reference to attached Statement of Work].

2. Term

This Agreement begins on [Start Date] and continues until [End Date] or completion of the Services, whichever occurs first, unless terminated earlier under Section 6.

3. Fees and Payment

Client agrees to pay Provider [Fee Structure — e.g. flat fee of [Amount], or [Amount]/hour]. Invoices are due within [Number] days of receipt. [Late fees, if any: Specify.]

4. Independent Contractor Status

Provider is an independent contractor, not an employee of Client, and is responsible for its own taxes, insurance, and benefits.

5. Confidentiality

Each party agrees to keep the other's confidential and proprietary information private and to use it only in connection with this Agreement.

6. Termination

Either party may terminate this Agreement with [Number] days' written notice. Client agrees to pay for all Services performed and expenses incurred up to the termination date.

7. Limitation of Liability

Except for breaches of confidentiality, neither party's total liability under this Agreement will exceed the total fees paid in the [Number]-month period preceding the claim.

8. Ownership of Work Product

[Specify who owns deliverables created under this Agreement upon full payment, e.g. "Client owns all deliverables upon payment in full."]

9. Governing Law

This Agreement is governed by the laws of the State of [State].

Client: ______________________ Date: ____________ Provider: ______________________ Date: ____________

*This document is provided for informational and educational purposes only and does not constitute legal advice. Consult a licensed attorney to tailor liability, IP ownership, and termination terms to your specific engagement.*