This document outlines a Professional Services Agreement, including a Statement of Work (SOW) and Key Terms, between a Provider and a Customer. It can be used to define the responsibilities and obligations of both parties in a professional services engagement, including the services to be provided, deliverables, payment terms, intellectual property rights, and confidentiality measures. The agreement also addresses dispute resolution, termination conditions, and liability limitations, ensuring a comprehensive legal framework for managing the professional relationship and addressing any potential issues that may arise during the course of the project.