Professional Services Agreement - Standard by Common Paper
This document is a Professional Services Agreement, comprising Key Terms and a Statement of Work (SOW), which incorporates the Common Paper Professional Services Standard Terms. It outlines the scope of services, deliverables, fees, payment terms, and addresses critical legal aspects such as intellectual property, confidentiality, liability, and indemnification between a service provider and a customer. The template includes extensive drafting notes to guide customization.
Professional Services Agreement - SOW
SOW and Agreement | This SOW [XX] (“SOW”) incorporates the Agreement with a Key Terms Effective Date of [enter Effective Date of Key Terms] between [enter official name of Provider on Key Terms] and [enter official name of Customer on Key Terms]. If there is any inconsistency between this SOW and the Agreement, this SOW will control. |
Services | [Enter a description of the Services to be performed under this SOW. Include details such as key individuals, overall project timeline, milestones, etc.] |
Deliverables | [Drafting note: Optional variable. If the Services include creating Deliverables, define the Deliverables here. If the SOW does not include Deliverables, delete this entire row.] |
Time of Assignment | [Drafting note: If the Services include Deliverables, pick when IP assignment happens. Delete the one that doesn't apply.] |
Third-Party Materials | [Drafting note: If the Services include Deliverables, pick whether Third-Party Materials can be included in the Deliverables. Delete the one that doesn't apply.] |
Fees | [Describe fees, whether hourly, by project, by milestone, etc. Also include any pass-through or fractional charges such as for tooling or third-party license fees.] |
Payment Period | [Fill in payment terms, e.g., 30 days from Customer’s receipt of invoice] |
Invoice Period | [Fill in cadence of sending invoices, e.g., month, quarter, upon acceptance, after each milestone, etc.] |
SOW Date | [ x ] Date of last signature on this Cover Page |
SOW Term | [Drafting note: Choose and customize one and delete the other.] |
Customer Obligations | [Fill in Customer's Obligations, e.g., identifying a single point of contact, geographic limitations on use of Deliverables, etc.] |
Other Changes to Standard Terms | [Drafting note: Optional variable. If no changes to the Standard Terms, delete this entire row.] |
By signing this Cover Page, each party agrees to enter into this SOW as of the SOW Date.
PROVIDER: [official company name] | CUSTOMER: [official company name] | ||
Signature | |||
Print Name | |||
Title | |||
Notice Address | |||
Date |
\
Professional Services Agreement - Key Terms
USING THIS AGREEMENT: This Agreement has 2 parts: (1) the Key Terms on this Cover Page and (2) the Common Paper Professional Services Standard Terms Version 1.1 posted at commonpaper.com/standards/professional-services-agreement/1.1(“Standard Terms”), which is incorporated by reference. If there is any inconsistency between the parts of the Agreement, the Cover Page will control over the Standard Terms. Capitalized and highlighted words have the meanings given on the Cover Page. However, if the Cover Page omits or does not define a highlighted word, the default meaning will be “none” or “not applicable” and the correlating clause, sentence, or section does not apply to this Agreement. All other capitalized words have the meanings given in the Standard Terms. A copy of the Standard Terms is attached for convenience only.
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