This is an agreement between a client and a service professional setting forth material
terms of the engagement of the professional's services. Examples of some professional
services are those performed by architects, attorneys, accountants and appraisers. It
contains provisions regarding the payment terms, services to be performed by the
professional, and the applicable standard of care. This document contains numerous of
the standard clauses commonly used in these types of agreements, as well as optional
language to allow for customization to ensure the specific terms of the parties’
agreement are addressed.
Agreement for Professional Services
Agreement for Professional Services (the Agreement), made on the (date),
between (Name of Client), a corporation organized and existing under the laws of the
State of (name of state), with its principal office located at (street address, city, state, zip
code), referred to herein as Client, and (Name of Company), a corporation organized
and existing under the laws of the State of (name of state), with its principal office
located at (street address, city, state, zip code), referred to herein as Company.
WHEREAS, Company is willing to perform certain work for Client, as hereinafter
described, in accordance with the provisions of this Agreement; and
WHEREAS, Client is willing to allow Company to do such work in accordance with
the terms and conditions of this Agreement;
Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:
I. Services. Company shall provide the following services (the Services) to Client:
A. Payment for such Services will be made on or before the (day) of each
month for the hours of Service rendered in the immediately preceding month.
Invoices will submitted monthly by the Company on or before (date) for such
payments by Client each month. Payment is conditioned upon satisfactory
performance by Company pursuant to the terms of this Agreement.
B. A finance charge of 1.5% per month on the unpaid amount of an invoice,
or the maximum amount allowed by law, will be charged on past due payments.
Payments by Client will thereafter be applied first to accrued interest and then to
the principal unpaid balance. Any attorney fees, court costs, or other costs
incurred in collection of delinquent accounts shall be paid by Client. If payment
of invoices is not current, the Company may suspend performing further work.
III. Reimbursable Costs. Client shall reimburse the Company all costs incurred in
connection with the Services rendered. Reimbursable costs include, but are not limited
to, travel costs, subcontractors, materials, computer costs, telephone, copies, delivery,
etc. that are attributable to a project or Service (the Reimbursable Costs). Travel costs
are defined as air travel, lodging, meals and incidentals, ground transportation, tools,
and all costs associated with travel. All extraordinary travel expenses must receive
Client's approval. The Company shall provide to Client substantiation of Reimbursable
IV. Taxes. All amounts payable pursuant to this Agreement are exclusive of taxes.
Accordingly, there will be added to any such amount payable by Client the monetary
sum equal to any and all current and future applicable taxes, however designated,
incurred as a result of or otherwise in connection with this Agreement or the Services,
including without limitation state and local privilege, excise, sales, services, withholding,
and use taxes and any taxes or other amounts in lieu thereof paid or payable by Client
(other than taxes based on the Company's net income). If Client does not pay such
taxes, the Company may make such payments and Client will reimburse the Company
for those payments. Client will hold the Company harmless for any payments made by
Client pursuant to this Section IV.
V. Standard of Care
The Company warrants that it services shall be performed by personnel
possessing competency consistent with applicable industry standards. No other
representation, express or implied, and no warranty or guarantee are included or
intended in this Agreement, or in any report, opinion, deliverable, work product,
document or otherwise. Furthermore, no guarantee is made as to the efficacy or value
of any services performed or software developed. THIS SECTION SETS FORTH THE
ONLY WARRANTIES PROVIDED BY THE COMPANY CONCERNING THE SERVICES AND
RELATED WORK PRODUCT. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE.
VI. Indemnification Clause. Company agrees to jointly and severally indemnify,
defend and hold Client harmless from and against all liability, loss, damage, or expense,
including attorney’s fees which may be incurred or sustained by reason of the failure of
Company to fully perform and comply with the terms and obligations of this Agreement.
VII. Company is an independent contractor and is not an employee, servant, partner
or joint venturer of Client. Client shall determine the services to be provided by
Company, but Company shall determine the legal means by which it accomplishes the
services in accordance with this Contract. Client is not responsible for withholding, and
shall not withhold or deduct from the commissions FICA or taxes of any kind, unless
such withholding becomes legally required. Company is not entitled to receive the
benefits which employees of Client receive and is not entitled to receive and shall not be
entitled to workers compensation, unemployment compensation, medical insurance, life
insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on
account of his services to Client. It is further understood that Company is free to
contract for similar services to be performed for other (type of entity) or organizations
while under Contract with Client.
VIII. Force Majeure. The Company shall not be responsible for delays or failures
(including any delay by the Company to make progress in the prosecution of any
Services) if such delay arises out of causes beyond its control. Such causes may
include, but are not restricted to, acts of God or of the public enemy, fires, floods,
epidemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes,
electrical outages, computer or communications failures, and severe weather, and acts
or omissions of subCompanys or third parties.
The invalidity of any portion of this Agreement will not and shall not be deemed to
affect the validity of any other provision. If any provision of this Agreement is held to be
invalid, the parties agree that the remaining provisions shall be deemed to be in full
force and effect as if they had been executed by both parties subsequent to the
expungement of the invalid provision.
X. No Waiver
The failure of either party to this Agreement to insist upon the performance of any
of the terms and conditions of this Agreement, or the waiver of any breach of any of the
terms and conditions of this Agreement, shall not be construed as subsequently waiving
any such terms and conditions, but the same shall continue and remain in full force and
effect as if no such forbearance or waiver had occurred.
XI. Governing Law
This Agreement shall be governed by, construed, and enforced in accordance
with the laws of the State of (name of state).
Unless provided herein to the contrary, any notice provided for or concerning this
Agreement shall be in writing and shall be deemed sufficiently given when sent by
certified or registered mail if sent to the respective address of each party as set forth at
the beginning of this Agreement.
XIII. Attorney’s Fees
In the event that any lawsuit is filed in relation to this Agreement, the
unsuccessful party in the action shall pay to the successful party, in addition to all the
sums that either party may be called on to pay, a reasonable sum for the successful
party's attorney fees.
XIV. Mandatory Arbitration
Notwithstanding the foregoing, and anything herein to the contrary, any dispute
under this Agreement shall be required to be resolved by binding arbitration of the
parties hereto. If the parties cannot agree on an arbitrator, each party shall select one
arbitrator and both arbitrators shall then select a third. The third arbitrator so selected
shall arbitrate said dispute. The arbitration shall be governed by the rules of the
American Arbitration Association then in force and effect.
XV. Entire Agreement
This Agreement shall constitute the entire agreement between the parties and
any prior understanding or representation of any kind preceding the date of this
Agreement shall not be binding upon either party except to the extent incorporated in
XVI. Modification of Agreement
Any modification of this Agreement or additional obligation assumed by either
party in connection with this Agreement shall be binding only if placed in writing and
signed by each party or an authorized representative of each party.
XVII. Assignment of Rights
The rights of each party under this Agreement are personal to that party and may
not be assigned or transferred to any other person, firm, corporation, or other entity
without the prior, express, and written consent of the other party.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute but one and
the same instrument.
XIX. Compliance with Laws
In performing under this Agreement, all applicable governmental laws,
regulations, orders, and other rules of duly-constituted authority will be followed and
complied with in all respects by both parties.
WITNESS our signatures as of the day and date first above stated.
(Name of Company) (Name of Client)
(Signature of Officer) (Signature of Officer)
(Printed Name & Office in Corporation) (Printed Name & Office in Corporation)