Professional Services Agreement

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									This is an agreement between a professional consultant and a client for consulting
services. Typically, the consultant is a member of a professional association or group,
such as an accountant, legal professional, or doctor. This agreement sets out the terms
and conditions agreed upon by the parties for the professional services to be provided.
This document should be used by small businesses or other entities that provide
professional consulting services to their clients.
      This Professional Services Agreement (this “Agreement”) is hereby made and entered
into on this ____ day of _____________________, 20_____, by and between
_____________________ (“Consultant”) and __________________________ (“Client”).

        WHEREAS, Consultant is engaged in the business of providing professional services in
the field of ____________________ [Comment: insert Consultant’s field of work] in the State
of _________________ and elsewhere; and

      WHEREAS, Client desires to avail itself of these professional services of Consultant
from time to time in connection with Client’s business activities in the operation of
___________________________ (the “Business”) and Consultant desires to enter into this
Agreement with Client;

        NOW, THEREFORE, in consideration of the mutual promises and agreements contained
in this Agreement, and other good and valuable consideration, the parties agree as follows:

1.     OBJECT

        Consultant shall furnish to Client its professional services in accordance with the details
and specifications set forth in Schedule “A” attached hereto (such Schedule containing integral
terms of this Agreement) to be performed by the key employee designated in Schedule “A.”
Consultant shall perform such professional services at all times in accordance with the rules of
the art and in full compliance with the statutes, laws, ordinances, and regulations governing its
profession, trade, craft, or business from a work location situated in _____________________
[Comment: insert City, State], being the registered place of business of Business.


        Consultant shall have the sole provision and direction of the work covered by this
Agreement, shall be responsible for the manner in which the said work is done, for the method
employed in same, and for all acts and things done in the performance of Consultant’s
obligations hereunder, except for departing from Consultant’s normal practices that may be
requested by Client from time to time. Nothing contained in this Agreement or the relationship
created between the parties hereby shall, directly or indirectly, make Consultant an agent or
servant of Client. Further, nothing herein shall operate or be construed to relieve Consultant of
any duties or obligations imposed upon it as an independent contractor.


       In addition to the agreed-upon consideration for Consultant’s fees as set forth in
paragraph 7 entitled “Consultant’s Fee” below, Client shall reimburse Consultant for all
reasonable expenses, including transportation expenses, incurred during the performance of
Consultant’s service provided such expenses are within the budget approved in writing by Client
(“Approved Expenses”).       Client shall pay Consultant for Approved Expenses within
_____________ days from the date upon which Consultant submits its expense statements
together with any and all duly receipted bills or vouchers.

4.       LEVIES

        Subject to any state, federal, or local legislation imposing on Client an express duty to
withhold or deduct premiums, taxes, or levies as the case may be, Consultant shall be responsible
for withholding and remitting any deductions for taxes, levies, or contributions imposed by any
authority in respect of both the remuneration paid under this Agreement and the work incidental


        A.      Client agrees to obtain and maintain insurance coverage for at least
____________________ dollars ($___________) per occurrence to cover its liability at law or
under this Agreement for personal injury, death, or property damage (“Comprehensive General
Liability Insurance”), including damage to property of Client, liability arising from owned or
non-owned motor vehicles, and liability for Workers’ Compensation under local federal, state,
and local labor laws. The certificate or endorsement(s) shall specifically cover operations under
this Agreement, shall name Consultant as an insured party in respect of losses or claims referred
to herein, and shall contain a cross liability clause. Such insurance shall remain in full force and
effect throughout the Term of this Agreement, and the above documents shall contain a provision
that the insurance shall not be materially altered, amended, or cancelled, except after ________
(__) days’ prior written notice to Consultant.

       B.      Copies of all policies, appropriate certificates, and/or endorsements shall be
provided forthwith to Consultant and upon Consultant’s reasonable requests from time to time
while this Agreement is in full force and effect.


        A.      Client agrees to obtain and maintain life insurance coverage for at least
______________________ dollars ($_____________) on the life of the key employee.
Consultant and Client shall be equal beneficiaries under such insurance. The insurance shall
remain in full force and effect through the Term of this Agreement, and shall contain a provision
that the insurance shall not be materially altered, amended, or cancelled, except after ______ (_)
days’ prior written notice to Consultant.

       B.     Copies of all policies or appropriate certificates or endorsements shall be provided
forthwith to Consultant and upon Consultant’s reasonable requests from time to time while this
Agreement is in full force and effect.

[Comment: the “Life Insurance” paragraph is optional; the user can remove it if it is

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      Client shall pay Consultant for its services a fee of ________________________ dollars
($___________) per ________ (the “Fee”), which sum shall be invoiced on a _____________
[monthly/weekly] basis and paid on the _____ day of each month in arrears, beginning on the
______ day of the month following the date of commencement.
[Comment: user should clearly set forth the fee arrangement here]

8.       TERM

       This Agreement shall be deemed to have come into force and effect on the ____ day of
_______________, 20___ and shall continue for ______ (__) years (the “Term”) ending on the
______ day of __________________, 20____. These dates may be delayed upon the written
consent of both parties. Provided, however, that Consultant shall not be permitted to delay the
commencement of the Term beyond __________________. Nothing in this paragraph shall be
construed as affecting the rights of the parties to terminate this Agreement at an earlier date in
accordance with paragraphs in this Agreement pertaining to termination.


        A.     If either party to this Agreement is in breach of any of its obligations hereunder,
the other party may give a notice in writing of the breach to the breaching party and request that
the breach be cured. If the party in breach fails to remedy the breach within ___________ (__)
days after the date of written notice, this Agreement may be terminated immediately by written
notice of termination given by the non-breaching party.

       B.      Client may terminate this Agreement by written notice to take effect immediately
upon receipt of same by Consultant, unless otherwise provided if:

               1.      Consultant is in breach of paragraphs contained herein relating to the
secrecy of confidential matters of this Agreement;

                2.      Consultant becomes insolvent, bankrupt, or makes an assignment for the
benefit of creditors; a receiver is appointed for Consultant’s business; a voluntary or involuntary
petition in bankruptcy is filed or proceeding for the re-organization or winding-up of Consultant
are instituted;

               3.     Consultant attempts to assign or cede an interest in this Agreement
without the prior consent of Client;

             4.      If Consultant comes under the direct or indirect control of any company or
person who does not control Consultant at the date of execution of this Agreement;

                   5.       If Consultant is grossly negligent in carrying out its duties hereunder;

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               6.     If the key employee becomes unable to discharge its duties by reason of
mental or physical illness or disease for a period of ___________ (__) consecutive months or
more, or should it become permanently disabled and unable to fulfill its duties and Consultant
does not find a replacement employee who is completely satisfactory to Client in its sole
discretion; or

                   7.       If Consultant or its employees are engaged in any fraudulent or illegal

       C.       The provisions of this paragraph shall not in any way restrict the rights of either
party hereto to terminate this Agreement pursuant to any other paragraph in this Agreement.


      Client may terminate this Agreement for any reason during the first ___________ (___)
months of the Term or payment of the Fee in lieu thereof.


        Except as specifically set forth herein, any payments for services or expenses made
hereunder by Client, including remuneration, shall be adjusted and prorated to the date of
termination of said services, provided, however, that in the case of leases, assignments, or other
contracts with third parties specifically authorized hereby, Client will assume liability for
settlement of any such leases, assignments, or contracts upon a subrogation of Consultant’s
rights therein to Client.


         It is expressly agreed that this Agreement shall not be assigned or transferred, in whole or
in part, by either of the parties hereto without the express written consent of the other of them.


        A.     Except as may be necessary in the performance of this Agreement, Consultant
shall not, at any time or in any manner, make or cause to be made any copies, pictures,
duplicates, facsimiles, or other reproduction or recordings of any type, or any abstracts or
summaries of any reports, studies, memoranda, correspondence, manuals, records, plans, or other
written, printed, or otherwise recorded material of Client, or that relate in any manner to the
present or prospective Business of Client. Consultant shall have no interest in any of this
material and agrees to surrender any of the material that may be in its possession to Client
immediately upon the request of Client.

        B.      Consultant shall not, at any time except under legal process, divulge any matters
relating to the Business of Client or any customers or agents of Client that may become known to
it by reason of its services hereunder and shall be true to Client in all dealings and transactions
relating to the services contemplated by this Agreement. Furthermore, Consultant shall not use,

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at any time (whether during the continuance of this Agreement or after its termination) for its
own benefit or purposes or for the benefit or purposes of any other person, firm, corporation,
association or other business entity, any trade secrets, business development programs, or plans
belonging to or relating to the affairs of Client, including knowledge relating to customers,
clients, or employees of Client.


        For the purpose of assisting employees of Consultant in performing the services
hereunder, Client shall make available to Consultant adequate office space, secretarial services,
furniture, and office supplies.
[Comment: this paragraph is optional and may be taken out by the user]

15.      NOTICES

        Wherever in this Agreement it is required or permitted that notice be given or served by
either party to or upon the other, the notice shall be made in writing and shall be delivered
personally to the party to whom it is given or sent by prepaid, registered mail, or by facsimile
transmission, addressed as follows:

To Consultant at:
Fax: (____) ____________________

To Client at:
Fax: (_____) ___________________

        Each such notice shall be deemed given on the date of delivery in the case of delivery,
____________ (__) business days after mailing in the case of mail, and __________ (__) hours
after the time of transmission in the case of facsimile transmission. These addresses and/or
facsimile numbers may be changed from time to time by either party by notice as above


        A.     This Agreement constitutes the entire agreement between Consultant and Client
pertaining to the subject matter herein and supersedes all prior agreements, undertakings,
negotiations, and discussions, whether oral or written, of the parties. There are no warranties,
representations, or other agreements between the parties to this Agreement in connection with
the subject-matter of same except as specifically set forth or referred to in this Agreement. No
supplementation, modification, waiver, or termination of this Agreement shall be binding unless
executed in writing by the party hereto to be bound thereby. No waiver of any other provisions
of this Agreement shall constitute a continuing waiver unless expressly provided.

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       B.     Headings are not to be considered part of this Agreement, are included solely for
convenience of reference, and are not intended to be full or accurate descriptions of the contents
of any paragraph.

       C.     In this Agreement, words importing the singular number include the plural and
vice versa; words importing the masculine gender include the feminine and neuter genders; and
words importing persons include individuals, and proprietors, corporations, partnerships, trusts,
and unincorporated associations.

        D.      This Agreement shall be governed by and construed in accordance with the laws
of the State of _________________ and the laws of _______________ enforced therein.

        E.      The invalidity or unenforceability of any provision or covenant in this Agreement
shall not affect the validity or enforceability of any other provision or covenant, and the invalid
provision or covenant shall be deemed severed.


        A.      Time shall be deemed to be of the essence in this Agreement; provided that, from
time to time, the time for completing any work that has been or is likely to be delayed by reason
of force majeure or other cause beyond the reasonable control of Consultant, shall be extended
by a period equal to the length of the delay so caused, provided that prompt notice in writing of
the occurrence causing of likely to cause such delay is given to Client.

       B.      Client shall advise Consultant in writing of any occurrence causing or likely to
cause delays in the completion of its responsibilities under this Agreement.


        Upon payment being made in accordance with the terms of this Agreement, all title,
rights and interest in all printed materials and other physical media, containing designs, symbols,
inventions and reports performed, created or written in accordance with this Agreement shall
vest in and enure to the benefit of Client, it being understood that such vesting of title shall not
constitute acceptance by Client that such work is in conformity with the specification or
requirements of the Agreement. Without restricting the generality of the foregoing, the right of
publication of any research paper or study performed under this Agreement shall vest solely in
Client upon payment as aforesaid, and any person desiring to publish any such research or study,
in whole or in part, shall first obtain the written permission of Client.

19.      GENERAL

        This Agreement shall enure to the benefit of and be binding upon the parties hereto and
their respective heirs, executors, administrators, successors, and assigns.

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        IN WITNESS WHEREOF the parties hereunto have executed this Agreement on the date
first above written.


                                                         I have authority to bind Consultant.


                                                         I have authority to bind Client.

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                                                SCHEDULE “A”
                               SPECIFIED SERVICES OF CONSULTANT

    [Comment: user should set forth the details and specifications of the professional
    services that Consultant will furnish to Client]

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