Professional Services Agreement
This document is a Professional Services Agreement (PSA) template from Bonterms, designed to standardize the engagement between a customer and a service provider. It offers a balanced, open-source framework, allowing parties to customize key terms and specific service details through a separate Cover Page and Statements of Work (SOWs) rather than extensive redlining. The template aims to streamline negotiations for professional services transactions.
Professional Services Agreement
Bonterms Professional Services Agreement (PSA) Explainer
If you’re reading this it likely means someone has just proposed using the Bonterms Professional Services Agreement (PSA) for your transaction. You’re either a provider of professional services or a potential customer. Either way, we appreciate the opportunity to explain why the Bonterms PSA might be the perfect starting point for your deal.
The Bonterms PSA is a Standard Agreement implemented by a Cover Page:
The Bonterms PSA is a Standard Agreement that the parties implement and modify through a Cover Page, not redlines. The PSA was drafted to meet the core needs of both the provider and customer, but the parties may modify the terms as needed to reflect their particular transaction through the Cover Page (see step-by-step guidance here).
We describe our Standard Agreements as best-practice, balanced and open source:
Best-practice? The PSA were drafted and extensively reviewed and revised by our 100-member Standard Agreements Committee of in-house and law firm lawyers. They took the task seriously. The PSA went through seven drafts across eight months of Committee work.
Balanced? The terms are designed to meet the needs of both parties and not inherently favor either.
Open source? The PSA is free to use under CC BY 4.0.
What are the benefits of using the Bonterms Standard Agreement PSA?
You skip the battle over whose form to use, preserve goodwill and move straight to negotiating the issues you really care about through the Cover Page.
We’re here to help.
We stamp every Bonterms Standard Agreement “review once, use many”. We hope you will in fact review and use the Bonterms PSA. Either way, we’d love to hear from you and answer any questions you may have at [email protected].
Instructions: How to Use the Bonterms PSA
Review the PSA with your lawyer.
Prepare your Cover Page (example).
Identify the parties and Key Terms: Effective Date, Rights in Deliverables, Governing Law and Courts.
Note: for Rights in Deliverables, you must specify if Deliverables will be provided as Licensed Deliverables or Assigned Deliverables by default.
Propose any Additional Terms (example).
Incorporate any Attachments by reference.
Send your Cover Page (and Attachments) to your counterparty.
Add a cover note or try our Explainer.
Negotiate the Cover Page and Attachments.
Sign the Cover Page and create your Agreement!
Issue or receive SOWs (example).
The Agreement.
The Bonterms Professional Services Agreement provides standardized terms for the provision of professional services. To use the Bonterms Professional Services Agreement, Customer and Provider complete and execute a Cover Page that specifies Key Terms, Attachments and any Additional Terms. Collectively, the Bonterms Professional Services Agreement, Cover Page and any SOWs or Change Orders form the parties’ agreement (“Agreement"). Conflicts between parts of the Agreement are governed by Section 17.5 (Order of Precedence). Capitalized terms are defined in context or in Section 2 (Definitions).
Definitions.
"Action" means any actual or threatened claim, regulatory proceeding, lawsuit or other legal action.
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This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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