Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Professional Services Agreement (US) by Common Paper
The Common Paper Professional Services Agreement (PSA) is a plain-language, highly structured contract for engaging professional services – for single or multi-project engagements, with or without deliverables. It is part of Common Paper’s widely trusted library of open, lawyer-vetted standard agreements.
Professional Services Agreement
SOW
The key business terms of this SOW are as follows:
This is a preview. The full template is free on GitLaw.
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About this template
What is this template?
This is a modular professional services contract consisting of a Cover Page for business terms and an incorporated set of Standard Terms. It includes specific sections for SOW details, a dedicated Key Terms table for legal caps, and an Annex for insurance requirements. It is not a SaaS agreement, as it focuses on the performance of professional services and the creation of deliverables rather than software access.
When should you use it?
Use this when you are engaging a consultant or developer for project-based work where you need to define deliverables, acceptance criteria, and specific liability limits. If you are instead providing a recurring software service with no custom work product, use a SaaS Agreement.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1.4 | Acceptance | A Deliverable is deemed approved if the Customer does not reject it within the specified Rejection Period. |
| 2.1 | Deliverables | Provider assigns all right, title, and interest in Deliverables to the Customer at the defined Time of Assignment. |
| 4.2 | Payment | Customer must pay the Fees and itemized taxes in U.S. Dollars within the specified Payment Period. |
| 5.1 | Term | This Agreement continues until 12 months have elapsed since the end date of the latest SOW Term. |
| 5.2 | Termination | Either party may terminate immediately if a material breach is not cured within 30 days of notice. |
| 8.1 | Liability Caps | Liability for Increased Claims is limited to the Increased Cap Amount, while other claims use the General Cap Amount. |
| 10 | Insurance | Each party must maintain policies meeting Insurance Minimums for the Agreement term and six months thereafter. |
| 12.6 | Assignment | Customer may assign this Agreement upon notice during a merger or sale of substantially all assets. |
Who it's for
- a provider delivering automated meeting scheduling and custom code development to business clients
- a customer hiring a service provider for deliverables subject to a specific rejection and resubmission period
- businesses using Common Paper Standard Terms version 1.1 for professional service engagements
- parties requiring a structured SOW that defines specific IP assignment timing and liability supercaps
How long it runs and how it's signed
How long
Runs until someone ends it
Stated duration
12 months after end of latest SOW Term
Notice to end it
30 days for breach
Survives the end
Deliverables, Confidentiality, Limitation of Liability, Indemnification, Insurance
Signed by
PROVIDER, CUSTOMER
Witness
Not required
Notarisation
Not required
Law it's drafted under
Refers to
UK Bribery Act 2010
Refers to
U.S. Foreign Corrupt Practices Act
United States note
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.
Jurisdiction
United States of America
Document info
GitLaw document. Document created on Fri Sep 12th, 2025. Last updated on Mon Aug 31st, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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