Professional services agreement template
A professional services agreement sets the terms on which a provider does work for a business customer, with a statement of work for each project saying what will be delivered, for how long and at what price. It is a three-part pack: a statement of work, key terms and standard terms. A consultancy or agency uses one to contract with a customer, and adds a new statement of work for each piece of work.
Based on Common Paper Professional Services Agreement (Version 1.1) by Common Paper, licensed under CC BY 4.0, and modified by DocuWeave.
What changes each time
23 values. Everything else is your wording, kept exactly.
The parties
- Provider's full legal name
- Company number
- Registered office address
- Customer's full legal name
- SOW reference
The statement of work
- Description of the work
- Deliverables
- Acceptance: rejection and resubmission periods
- When ownership passes
- Third-party materials
- Expenses
- SOW date and term
Fees
- Fees and invoice stages
- Payment terms
Key terms
- Effective date
- General cap amount
- Increased cap amount
- Additional warranties
- Insurance cover and amounts
- Customer policies
- Security
- Data processing
- Publicity
The rules it usually needs
Written in plain English when the template is set up.
- One of several wordings
“Describe the customer as a company with a registered number, or as an individual or other party with an address.”
Only the chosen description appears.
- Only when…
“Include work in progress as a deliverable only when work in progress should also belong to the customer”
Drafts and unfinished parts of deliverables, and the intellectual property in them, are included.
- Only when…
“Include a specification for the deliverables only when there is one”
The specification row appears.
- Only when…
“Include acceptance of deliverables only when deliverables must be accepted”
The acceptance row appears with the rejection and resubmission periods.
- One of several wordings
“Pass ownership as the deliverables are created, or once the fees for each are paid.”
The ownership row reads as the chosen option.
- One of several wordings
“State that no third-party materials are included, or that they are, and who will obtain them.”
The third-party materials row reads as the chosen option.
- Only when…
“Include expenses only when expenses are recharged”
The row appears with the expenses covered, any cap and any approval needed.
- One of several wordings
“Start the statement of work on the date the last party signs, or a specific date.”
The SOW date reads as the chosen option.
- One of several wordings
“End the statement of work after a number of weeks or months, on a fixed date, or when the services are complete.”
The SOW term reads as the chosen option.
- One of several wordings
“Set each liability cap as a multiple of fees, a fixed sum, or the greater of the two.”
The cap wording reads as the chosen option.
- Only when…
“Include additional warranties only when either party gives promises beyond the standard terms”
The row appears for the provider and the customer.
- Only when…
“Include an insurance requirement only when one or both parties must hold insurance”
The row appears with the types and amounts of cover.
- Only when…
“Include customer policies only when the provider must follow the customer's policies”
The row appears with where to find them.
- Only when…
“Include a security commitment only when the provider makes one”
The row appears, as the provider's policy or named certifications and tests.
- One of several wordings
“State that no personal data is processed, that the processor terms in the standard terms apply, or that a separate data processing agreement applies.”
The data processing row reads as the chosen option.
- One of several wordings
“Ban announcements without consent, allow the provider to name the customer publicly, or allow naming in private settings only.”
The publicity row reads as the chosen option.
- Only when…
“Include the TUPE clause only when staff could transfer at the start or end of the services”
The clause appears saying the parties do not intend the transfer of undertakings rules to apply, and dealing with any claims.
Questions people ask
What is a professional services agreement?
A contract under which a provider does work for a customer, such as consulting, design or technical services. A statement of work then describes each specific project.
What is a statement of work?
A short document attached to the agreement that says what will be done, what will be delivered, for how long and for what price.
Can I use it for more than one project?
Yes. The key terms and standard terms stay the same, and you add a new statement of work for each project.
Who owns the work produced?
The agreement lets you choose whether the customer owns deliverables as they are created or only once the fees for them have been paid.
What does the liability cap do?
It limits how much one party can claim from the other. You set it as a multiple of the fees, a fixed sum, or the greater of the two. Some liabilities, such as for fraud, cannot be limited.
Use this template
It opens in DocuWeave as a template you can check, change and publish. Nothing is used until you do.