Professional Services Independent Contractor Agreement

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Professional Services Independent Contractor Agreement Page 1
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Updated Feb 2, 2024
~ 7 pages
A professional services independent contractor agreement delineates the terms of engagement between an independent service provider and a client. This lawyer-crafted template will be essential for industries ranging from IT and consulting to design and marketing. Create a perfect PDF document out of this multi-purpose legal template on Lawrina hassle-free.
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Document Types
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Paper titled "Professional Services Agreement"; woman talking to another woman sitting at the desk and drawing on the tablet

Professional services agreements are meticulously laid out contracts that delineate the terms of engagement between a service provider and a client. Essential in various business environments ranging from IT and consulting to design and marketing, these agreements articulate the relationship's scope, expectations, responsibilities, and deliverables. Having a well-structured professional services agreement template can expedite this process, ensuring all crucial points are covered effectively. 

When to Use a Professional Services Agreement

You will find a professional services contract beneficial anytime you employ a professional to render a specific service. This could be during a one-off project, over a contracted period, or anytime you outsource a task outside your enterprise's expertise — like hiring a financial consultant for a merger, engaging an IT house for software development, or commissioning an advertising agency for a marketing campaign. 


  • Service provider — This is the individual or company providing a specialized service for a specific project or time period. They are tasked with ensuring the delivery of services as specified in the contract by the agreed deadline while maintaining the quality standards set. Upon fulfillment of the obligations, they receive the agreed-upon compensation.

  • Client — The individual or entity engaging the services of the service provider is known as the client. They commission the project and agree to pay for the services rendered as specified within the professional service agreement contract. Once the services have been satisfactorily delivered, the client commonly acquires ownership rights and interest — including intellectual property rights — over the output unless otherwise stipulated within the contract. With the completion of the service, the client authenticates the delivery by issuing a service completion document. This act demonstrates the successful conclusion of the contractual obligations.

Key Terms

  • Services: It describes the specific tasks, duties, and work that the service provider agrees to complete.
  • Compensation: It refers to the remuneration, fees, or payment terms agreed upon by both parties.
  • Intellectual property: It pertains to the creative works and proprietary information that the service provider may produce as part of the contract.
  • Confidentiality: It states the expectation for the service provider to uphold privacy and security regarding sensitive information.
  • Term/Termination: It specifies the agreement’s duration and the provisions regarding its termination.

How to Write a Professional Services Agreement

Crafting an effective professional service agreement involves several essential steps. Following these procedures will ensure the contract caters to the specifics of the project and guards the interests of both parties involved. Also, using a professional services contract template ensures you have a strong foundation for creating a straightforward and legally sound contract.

  1. Identify parties clearly:
    Clearly state the name, business form, contact information, and legal domicile of the service provider and the client. A professional service contract template often has predefined fields for this information.

  2. Describe services explicitly:
    Specify in detail the services the provider will perform, including the deliverables, project scope, and any milestones to be achieved.

  3. Specify compensation and payment terms:
    Detail payment terms, including the fee structure, invoicing schedule, and any other expenses that must be reimbursed. Sample professional services agreements can guide on how to frame this aspect.

  4. Define intellectual property rights:
    Identify who owns work output, how the client can use it, and under what circumstances the service provider can use it for promotional purposes.

  5. Include termination and extension clauses:
    The agreement should state the conditions under which it can be terminated prematurely and how it can be extended, if necessary.

  6. Ensure confidentiality:
    A simple professional services agreement template often includes a confidentiality or non-disclosure clause to protect sensitive business information. Use the template to ensure this important aspect is correctly incorporated into your agreement.

  7. Include liability and insurance provisions:
    Define what happens in case of a dispute, the obligations of the parties in case of an error or omission, and whether any insurance is required.

  8. Detail the duration of the contract:
    Specify the starting and ending dates of the service agreement.

Remember, it's always a good idea to have a legal professional review a professional service contract before it's finalized to ensure it captures all necessary details and safeguards your interests adequately.

To conclude, professional services contracts are fundamental in defining expectations, ascribing liabilities, transferring rights, and ensuring a smooth engagement between service providers and clients. The importance of using such agreements cannot be overstressed. Fortunately, professional service agreement templates are readily available, bringing convenience and professional rigor to the process. Using them effectively can ensure the protection of your interests, assets, and intellectual property rights.

This template is drafted by

Ankita Srivastava

Ankita Srivastava is an international lawyer with 7 years of experience with a graduation in Political Science from Miranda House and an LLB (Equivalent of J.D) from Campus Law Centre, University of Delhi. Ankita has completed higher studies in law from Harvard University. She is a contract drafting and legal research expert and has worked with clients from the USA, Dubai, Spain, Taiwan, Africa, and Australia, among other jurisdictions. Ankita is a member of the Supreme Court Bar Association & American Bar Association.