# Professional Services agreement > This template is a starting point, not legal advice. Laws and required terms vary by country and state. Have a qualified lawyer review it for your jurisdiction and business before you use it. Replace everything in [brackets]. Delete clauses that don’t apply and have a lawyer review the result. --- ## Parties Service provider: [Business name, address, email] (“the consultant”) Client: [Business name, address, email] (“the Client”) Effective date: [Date] ## 1. Services The provider will deliver the consulting services described below, or in a statement of work signed by both parties. - [Interview summary] - [Current-state process maps] - [Recommendations workshop] - [Final report with a 90-day implementation plan] ## 2. Not included - [Implementation of recommendations] - [Software purchases] - [Travel beyond the agreed sites] ## 3. Client responsibilities - [A named sponsor and day-to-day contact] - [Access to staff for interviews] - [Operational data in agreed formats] If the Client’s inputs are late, delivery dates move by the same amount of time. ## 4. Fees and payment Fee: [Amount and basis — fixed, hourly, day rate or monthly] Deposit: [e.g. 30% before work starts] Payment terms: [e.g. invoices due within 14 days] Expenses: [Charged at cost with prior approval / included] Late payment: [Interest or right to pause work, as allowed by law] ## 5. Changes to the scope Either party can request changes in writing. The provider will confirm the effect on fees and timeline before starting any change. ## 6. Confidentiality Each party keeps the other’s confidential information private and uses it only for this engagement. ## 7. Expenses Reasonable travel and accommodation expenses are charged at cost with receipts. Expenses above an agreed limit need prior approval. ## 8. Recommendations The consultant provides recommendations. Decisions to implement them, and their results, are the client’s responsibility. ## 9. Confidentiality Each party keeps the other’s confidential information private and uses it only to perform this agreement, during the agreement and for [2] years after it ends. ## 10. Liability [Limit each party’s total liability, e.g. to the fees paid under this agreement in the previous 12 months, and exclude indirect losses, to the extent the law allows. Have a lawyer draft this clause for your jurisdiction.] ## 11. Term and termination - This agreement starts on the effective date and continues until the services are complete, unless ended earlier. - Either party may end it with [14] days’ written notice. - Either party may end it immediately if the other materially breaches it and doesn’t fix the breach within [10] days of notice. - On termination, the Client pays for work done up to the termination date. ## 12. Independent contractor The provider is an independent business, not an employee, and is responsible for their own taxes and insurance. ## General - **Entire agreement:** this agreement (and any statements of work under it) is the whole agreement between the parties on its subject. - **Changes:** changes to this agreement must be in writing and signed by both parties. - **Notices:** notices are sent to the email addresses above, or as updated in writing. - **Governing law:** this agreement is governed by the laws of [jurisdiction], and the courts of [jurisdiction] have jurisdiction. ## Signatures | | [Party A] | [Party B] | | --- | --- | --- | | Name | | | | Title | | | | Signature | | | | Date | | | --- ## Before you sign it - [ ] Both parties’ legal names and addresses are correct. - [ ] Services, deliverables and exclusions are specific. - [ ] Fees, deposit and payment terms match the proposal. - [ ] Ownership, confidentiality and liability clauses suit the project. - [ ] Termination and notice periods are filled in. - [ ] A lawyer has reviewed the template for your jurisdiction. --- # Example: key terms for Meridian Advisory and Calder Manufacturing How the main clauses read once filled in for a operations review and improvement plan. Both companies are fictional. ## Parties and dates Provider: Meridian Advisory Client: Calder Manufacturing Effective date: 1 March ## Services - Interview summary - Current-state process maps - Recommendations workshop - Final report with a 90-day implementation plan ## Not included - Implementation of recommendations - Software purchases - Travel beyond the agreed sites ## Fees and payment Fee: $13,885.00 excluding tax, as itemised in the proposal Deposit: $4,166.00 (30%) before work starts Payment terms: Invoices due within 14 days Notice: 14 days’ written notice by either party ## Confidentiality Each party keeps the other’s confidential information private and uses it only for this engagement. ## Expenses Reasonable travel and accommodation expenses are charged at cost with receipts. Expenses above an agreed limit need prior approval. ## Recommendations The consultant provides recommendations. Decisions to implement them, and their results, are the client’s responsibility. --- This template is a starting point, not legal advice. Laws and required terms vary by country and state. Have a qualified lawyer review it for your jurisdiction and business before you use it. Template by Angelwood — https://angelwood.io/templates