Free Professional Services Agreement (PSA) Template (US)
Built by the GitLaw Standards Committee, an external panel of specialised volunteer lawyers (git.law/committee). A US professional services agreement with master terms plus a statement of work for each project. Negotiated clauses (IP ownership, indemnity, termination, disputes) come as options with plain-English notes and fallback wording. California positions covered in depth, with flags on what to confirm in other states.
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (this “Agreement”) is entered into and effective as of the last date executed by a Party (the “Effective Date”), by and between:
Note: You may choose to have a defined Effective Date, in which case switch the highlighted text with: “is entered into and is effective as of” followed by the chosen date (the “Effective Date”).
Client: [client full legal name], a [client entity type] organized under the laws of [client state of formation], with its principal place of business at [client address] (“Client”); and
Service Provider: [service provider full legal name], a [provider entity type] organized under the laws of [provider state of formation], with its principal place of business at [provider address] (“Service Provider”).
Client and Service Provider are each a “Party” and together the “Parties.”
1. DEFINITIONS
1.1 “Deliverables” means the work product, documents, designs, code, reports, and other tangible outputs described in each SOW.
1.2 “Fees” means the compensation payable by Client to Service Provider as set out in each SOW.
1.3 “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, moral rights, and other intellectual property or proprietary rights, whether registered or unregistered, in any jurisdiction, and all applications and registrations for any of the foregoing.
1.4 “Including” means including but not limited to.
1.5 “Permitted Purpose” means the purpose of performing obligations or exercising rights under this Agreement.
1.6 “Services” means the professional services to be performed by Service Provider as described in each SOW.
1.7 “SOW” means each written statement of work executed by both Parties that describes the specific Services, Deliverables, timeline, and Fees for an engagement, substantially in the form of Exhibit A.
2. SERVICES AND DELIVERABLES
2.1 Scope of Services. Service Provider will perform the Services described in each SOW. If the Parties agree to additional services after the Effective Date, they will execute a new SOW referencing this Agreement, and that SOW will be governed by the terms set out here. The initial SOW is attached as Exhibit A.
2.2 Standard of Performance. Service Provider will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards for the type of services being provided, using personnel of required skill, experience, and qualifications.
2.3 Change Orders. Either Party may propose changes to a SOW. No change takes effect until both Parties sign a written change order describing the revised scope, timeline, and Fees.
2.4 Client Dependencies. Client will provide Service Provider with timely access to materials, personnel, systems, and approvals reasonably required to perform the Services. Service Provider's performance obligations are contingent on Client fulfilling its dependencies on schedule.
2.5 Subcontractors. Service Provider may not subcontract or delegate any Services without Client's prior written consent. Even where Client consents, Service Provider remains fully responsible for the work of its subcontractors and for their compliance with this Agreement.
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About this template
What is this template?
This is a master services agreement for project-based professional work rather than ongoing employment. It contains specialized clauses for California labor law compliance and specific whistleblower immunity notices under the DTSA. It is not a software-as-a-service (SaaS) agreement.
When should you use it?
Use this document when you are engaging a consultant or agency to perform specific projects defined in Exhibits. If you are hiring a full-time employee, use an Employment Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2.2 | Standard of Performance | Obliges the Service Provider to perform Services in a workmanlike manner consistent with industry standards using qualified personnel. |
| 3.3 | Payment Terms | Requires the Client to pay undisputed invoices within a specified number of days, with late payments bearing 1.5% monthly interest. |
| 4 | ABC Test | Identifies the three prongs of the California Labor Code Section 2775 ABC test for classifying the Service Provider's status. |
| 5.2 | Work Product | Assigns all Intellectual Property Rights to the Client under 17 U.S.C. Section 101 or grants a perpetual license under Option Y. |
| 9.1 | Liability Cap | Limits total aggregate liability to the Fees paid or payable during a lookback period, excluding fraud or gross negligence. |
| 11.2 | Termination for Convenience | Permits termination by giving a specified number of days' prior written notice to the other Party. |
| 12.1 | Non-Solicitation | Restricts both Parties from soliciting each other's personnel during the Term and for a specified number of months thereafter. |
Who it's for
- a US company engaging an independent contractor for deliverables governed by separate SOWs
- a provider of professional services needing to comply with California's ABC classification test
- parties requiring a choice between Work Made for Hire assignment or a perpetual license
- entities seeking a master agreement that excludes conflicting terms in procurement portals
How long it runs and how it's signed
Law it's drafted under
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.
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