Professional Services Contract Template - Fees, IP, Confidentiality, Change Orders

Sep 12, 2026

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Professional Services Contract Template outlining a services relationship between a service provider and a client. The agreement is structured around one or more Statements of Work (SOWs), which define services, deliverables, fees, and project-specific terms, with SOWs controlling for their scope. It covers change order procedures, fee structures and invoicing, payment terms and possible work suspension, optional service levels, intellectual property and work product licensing, confidentiality and NDA obligations, and consultant indemnification for specified third-party IP claims.

LanguageEnglish

CategoryLetters

FormatPDF

Pages6

Reading Time2 min

AccessFree to download

Parties and Overview

Statement of Work

Change Orders

Fees and Payment Terms

Service Levels and Support (Optional)

Intellectual Property and Work Product

Confidentiality and NDA

Indemnification

CONTRACT TEMPLATE PROFESSIONAL SERVICES CONTRACT Professional Services Contract Template Free template. Adapt for your jurisdiction. Not legal advice. PARTIES BETWEEN: SERVICE PROVIDER: CLIENT: DATE: 01. PARTIES AND OVERVIEW This Professional Services Agreement ("Agreement") is entered into as of by and between , with its principal place of business at ("Client"), and , with its principal place of business at ("Consultant") . Consultant will provide certain professional services to Client as described in one or more Statements of Work executed by the parties. 02. STATEMENT OF WORK 2.1 Statements of Work . The parties may enter into one or more Statements of Work (each, an "SOW") that reference this Agreement . Each SOW will describe the Services, Deliverables, Fees, and project specific terms . If there is a conflict between this Agreement and an SOW, the SOW will control for that SOW only. 2.2 Changes to SOW . Changes to an SOW will be handled through the change order process in Section 3. Not legal advice CONTRACT TEMPLATE PROFESSIONAL SERVICES CONTRACT 03. CHANGE ORDERS 3.1 Change Process . Either party may request changes to the Services, Deliverables, timeline, or Fees under an SOW . Any change will be documented in a written change order that describes the change and any impact on Fees or schedule. The change order will be effective only when signed by both parties. 3.2 Effect of Changes . Consultant is not obligated to perform work outside the current SOW until the corresponding change order is fully executed. 04. FEES AND PAYMENT TERMS 4.1 Fees . Client will pay Consultant the Fees described in each SOW . Fees may be structured as fixed project Fees, retainers, or time and materials, as stated in the applicable SOW . 4.2 Invoicing. Unless an SOW states otherwise, Consultant will invoice (a) fifty percent of fixed project Fees upon execution of the SOW and (b) the remaining fifty percent upon completion of the project milestones identified in the SOW . For ongoing or retainer based Services, Consultant will invoice monthly in advance. 4.3 Payment Terms . Client will pay all undisputed invoices within thirty days of the invoice date. Late undisputed amounts may accrue interest at one and one half percent per month (or the maximum rate permitted by law, if lower) until paid. Consultant may suspend work on written notice if any undisputed invoice remains unpaid more than fifteen days after the due date. 05. SERVICE LEVELS AND SUPPORT (OPTIONAL) 5.1 Support . If specified in an SOW, Consultant will provide support services during the term of that SOW . The scope of support, contact methods, and hours of operation will be described in the SOW . 5.2 Response Targets . When support is included, Consultant will use commercially reasonable efforts to meet the response targets set out in the SOW . Any service credits specified in the SOW are Client's exclusive remedy for missed response targets . Not legal advice CONTRACT TEMPLATE PROFESSIONAL SERVICES CONTRACT 06. INTELLECTUAL PROPERTY AND WORK PRODUCT 6.1 Pre-existing IP . Each party retains all rights in any intellectual property it owned or controlled before the Effective Date or developed outside this Agreement without use of the other party's Confidential Information. 6.2 Work Product . Unless the applicable SOW states otherwise, and subject to Client's payment of all applicable Fees, Consultant hereby grants Client a perpetual, worldwide, non-exclusive license to use, reproduce, and display the Deliverables for Client's internal business purposes . Consultant may reuse any generalized know-how, templates, tools, or methodologies created while performing the Services, provided they do not contain Client Confidential Information. 6.3 Third Party Materials . If Deliverables include third party software, content, or tools, they will be subject to the license terms identified in the SOW or documentation. 07

FAQs

How do Statements of Work (SOWs) work under this template?

The parties may enter one or more SOWs that reference the agreement. Each SOW describes the services, deliverables, fees, and project-specific terms, and an SOW controls if there is a conflict for that SOW only.

What is the change order process for updates to an SOW?

Either party may request changes to services, deliverables, timeline, or fees under an SOW. Changes are documented in a written change order effective only when signed by both parties.

How are fees invoiced and when are payments due?

For fixed project fees, the template describes invoicing 50% upon SOW execution and the remaining 50% upon completion of milestones. Undisputed invoices are due within 30 days, with late interest potentially accruing and work suspension possible after unpaid periods.

Sep 12, 2026

Upload by Dozel