Free Professional Services Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.

Free Professional Services Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.


Professional Services Agreement

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Professional Services Agreement

First Name
Last Name
Acme LLC.
First Name
Last Name
Corporation Corp.

THIS SERVICES AGREEMENT (the “Agreement”) is made effective as of [ENTER EFFECTIVE DATE] (the “Effective Date”), by and between: (1) [ENTER COMPANY NAME] (hereinafter the “Company”), located at [ENTER ADDRESS] and (2) [ENTER CLIENT NAME] (hereinafter the “Client”), located at [ENTER CLIENT ADDRESS] (collectively referred to herein as the “Parties,” and individually as a “Party”).

WHEREAS, Company possesses professional expertise in the field of [ENTER FIELD OF EXPERTISE], and offers its clients certain [ENTER FIELD OF EXPERTISE] services; and

WHEREAS, Client desires to engage Company and Company accepts the engagement to perform certain professional [ENTER FIELD OF EXPERTISE] services for Client in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:


Client hereby retains the services of Company to provide certain [ENTER FIELD OF EXPERTISE] services as defined herein (collectively the “Services”).


Company will provide the Services as defined below for Client in accordance with the defined compensation rates provided in Paragraph 4.

2.1 Client Contact.

Company’s principal Client contact during the term of this Agreement will be:


2.2 Services Description.

Company shall provide the following Services to Client: [ENTER SERVICES DESCRIPTION].


This Agreement is effective upon the date signed, and shall remain in effect until [ENTER ENDING DATE] (the “Term”).

3.1 Survival.

The Client’s obligations under the following paragraphs shall survive the expiration of this Agreement: Paragraphs 4, 7, 8, 9, 10 and 17.


In consideration for the Services, Client shall pay Company as follows: [ENTER COMPENSATION STRUCTURE]. All fees paid by Client to Company are non-refundable. All fees paid by Client to Company shall be paid via [ENTER PAYMENT METHOD].

4.1 Authorized Expenses.

Client will reimburse Company for all reasonable expenses incurred by Company in performing the Services pursuant to this Agreement, only if Company receives written consent via email from an authorized representative of Client prior to incurring such expenses and submits receipts for such expenses to Client.

4.2 Contingencies.

Client acknowledges and agrees that fees and/or costs for Services are NOT contingent upon achieving any particular goals, metrics, and/or operating results.

4.3 Payments.

Client shall pay all authorized expense invoices upon receipt of a submitted invoice from Company. In the event Client fails to pay any portion of an invoice within ten (10) business days of receipt of an invoice from Company, a late payment penalty of five percent (5%) will be assessed for every week (including partial weeks) such payment is delayed.


If the Client wishes to change the services that Company is providing hereunder, or wants to obtain additional services not covered by this Agreement, then the Client shall advise Company and Company shall submit a new services agreement for Client’s approval. No such service request shall be binding unless and until it has been approved and has been signed by Company and Client.


Company is an independent contractor with respect to its relationship to Client. Neither Company nor Company’s employees and/or agents are or shall be deemed for any purpose to be employees of Client. Client shall not be responsible to Company, Company’s employees and/or agents, or any governing body for any payroll taxes related to the performance of the Services.


Under no circumstances shall Company be liable to Client or any third party for indirect, incidental, consequential, special or exemplary damages (even if that party has been advised of the possibility of such damages), arising from the Services herein contemplated or any provision of this Agreement, such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, or liabilities to third-parties arising from any source. Company’s total liability hereunder shall be limited to the fees paid by Client to Company for the Services (excluding any amounts paid by Client to Company which were utilized to pay for third-party services).


Client agrees to defend, indemnify, and hold harmless Company and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorneys’ fees, costs and expenses resulting from Client’s material breach of any duty, representation or warranty under this Agreement.


Notwithstanding anything to the contrary in this Agreement, Company makes no and disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose with respect to the Services to the extent permitted by applicable law. Client hereby disclaims that it is relying upon or has relied upon any representations or warranty not included in this Agreement that may have been made by any person, and acknowledges and agrees that Company disclaims any such other representations and warranties.


Client shall not, directly or indirectly, during the term of this Agreement and for a period of twelve (12) months following its termination, induce or influence any employee of Company or any other person or entity to terminate their relationship with Company.


This Agreement is not assignable, in whole or in part, by Client without the prior written consent of Company. Any attempt to make such an assignment shall be void.


In any legal action between the Parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.


If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.


This Agreement shall be construed in accordance with the laws of the State of [ENTER STATE], without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the State of [ENTER STATE], and both Parties expressly consent to jurisdiction in such courts.


This Agreement supersedes all prior agreements and understandings between the Parties for performance of the Services and constitutes the complete agreement and understanding between the Parties. The Parties may only amend this Agreement in a written document signed by both Parties.


This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.


Client grants Company permission to use Client’s name and logo in any marketing materials of Company.


A Party shall not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party’s reasonable control (each a “Force Majeure Event”); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable: (a) notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.


First Name
Last Name
Acme LLC.
First Name
Last Name
Corporation Corp.

Free Professional Services Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.

Free Professional Services Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.

Bonsai has helped create 1,023,928 documents and counting.

Trusted by 500,000+
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Date: March 8th 2023



Acme LLC.

Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Coach").

The Contract is dated January 23, 2023.


1.1 Project. The Client is hiring the Coach to develop a coaching relationship between the Client and Coach in order to cultivate the Client's personal, professional, or business goals and create a plan to achieve those goals through stimulating and creative interactions with the ultimate result of maximizing the Client's personal or professional potential.

1.2 Schedule. The Coach will begin work on February 1, 2023 and will continue until the work is completed. This Contract can be ended by either Client or Coach at any time, pursuant to the terms of Section 4, Term and Termination.

The Coach and Client will meet by video conference, 4 days per month for 2 hours.

1.3 Payment. The Client will pay the Coach an hourly rate of $150. Of this, the Client will pay the Coach $500.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Coach's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Coach will invoice the Client in accordance with the milestones in Section 1.3. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 1.0% per month on the outstanding amount.

1.6 Support. The Coach will not be available by telephone, or email in between scheduled sessions.


- A coaching relationship is a partnership between two or more individuals or entities, like a teacher-student or coach-athlete relationship. Both the Client and Coach must uphold their obligations for the relationship to be successful.

- The Coach agrees to maintain the ethics and standards of behavior established by the International Coaching Federation (ICF).

- The Client acknowledges and agrees that coaching is a comprehensive process that may explore different areas of the Client's life, including work, finances, health, and relationships.

- The Client is responsible for implementing the insights and techniques learned from the Coach.


3.1 Overview. This section contains important promises between the parties.

3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

3.3 Coach Has Right To Give Client Work Product. The Coach promises that it owns the work product, that the Coach is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Coach uses employees or subcontractors, the Coach also promises that these employees and subcontractors have signed contracts with the Coach giving the Coach any rights that the employees or subcontractors have related to the Coach's background IP and work product.

3.4 Coach Will Comply With Laws. The Coach promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

3.5 Work Product Does Not Infringe. The Coach promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Coach has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Coach has entered into or will enter into with someone else.

3.7 Client-Supplied Material Does Not Infringe. If the Client provides the Coach with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.


This Contract is ongoing until it expires or the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. The Coach must immediately stop working as soon as it receives this notice unless the notice says otherwise.

If either party ends this Contract before the Contract automatically ends, the Client will pay the Contractor for the work done up until when the Contract ends. The following sections don't end even after the Contract ends: 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).


The Client is hiring the Coach as an independent contractor. The following statements accurately reflect their relationship:

- The Coach will use its own equipment, tools, and material to do the work.

- The Client will not control how the job is performed on a day-to-day basis. Rather, the Coach is responsible for determining when, where, and how it will carry out the work.

- The Client will not provide the Coach with any training.

- The Client and the Coach do not have a partnership or employer-employee relationship.

- The Coach cannot enter into contracts, make promises, or act on behalf of the Client.

- The Coach is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

- The Coach is responsible for its own taxes.

- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Coach or any of the Coach's employees or subcontractors.


6.1 Overview. This Contract imposes special restrictions on how the Client and the Coach must handle confidential information. These obligations are explained in this section.

6.2 The Client's Confidential Information. While working for the Client, the Coach may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Coach promises to treat this information as if it is the Coach's own confidential information. The Coach may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Coach use a customer list to send out a newsletter, the Coach cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Coach written permission to use the information for another purpose, the Coach may use the information for that purpose, as well. When this Contract ends, the Coach must give back or destroy all confidential information, and confirm that it has done so. The Coach promises that it will not share confidential information with a third party, unless the Client gives the Coach written permission first. The Coach must continue to follow these obligations, even after the Contract ends. The Coach's responsibilities only stop if the Coach can show any of the following: (i) that the information was already public when the Coach came across it; (ii) the information became public after the Coach came across it, but not because of anything the Coach did or didn't do; (iii) the Coach already knew the information when the Coach came across it and the Coach didn't have any obligation to keep it secret; (iv) a third party provided the Coach with the information without requiring that the Coach keep it a secret; or (v) the Coach created the information on its own, without using anything belonging to the Client.

6.3 Third-Party Confidential Information. It's possible the Client and the Coach each have access to confidential information that belongs to third parties. The Client and the Coach each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Coach is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.


Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.


8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Coach or both. For example, if the Client gets sued for something that the Coach did, then the Coach may promise to come to the Client's defense or to reimburse the Client for any losses.

8.2 Client Indemnity. In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

8.3 Coach Indemnity. In this Contract, the Client agrees to indemnify the Coach (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.


9.1 Assignment​. This Contract applies only to the Client and the Coach. Neither the Client nor the Coach can assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the other's written permission.

9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

9.3 Modification; Waiver. To change anything in this Contract, the Client and the Coach must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

9.4. Noticies.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

9.6 Signatures. The Client and the Coach must sign this document using Bonsai's e-signing system. These electronic signatures count as originals for all purposes.

9.7 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.

9.8 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.



Acme LLC.

Corporation Corp.
Table of contents

As a freelancer, you will know that there are several ways that a contract can go wrong. One of the biggest mistakes you can make is not to have a service agreement in place. If your question is, what is a service agreement? Then, you need to step up your game seriously. But we will help you out. What is a service agreement, and why do you need a professional services agreement template?

A service agreement is a written document that specifies the services that you will be offering and the payment that your client will make for those services. There are several types of services that you can provide to your customers, from fixed-price freelancing to contract-based jobs. All these services have their peculiarities, making it essential for you to have a professional services agreement template.

This template makes it easy for you to create an agreement that suits your needs and your customers. You might be skeptical about why you need a service agreement at all in the first place. While this agreement might not always hold water in the law court, there is a lot to gain from having a professional service agreement. We will examine some of what you stand to benefit.

Why Do You Need A Professional Services Agreement Template?

A template makes it easier for you to have a professional services agreement in place as quickly as possible anytime you need one. The importance of a professional services agreement template is directly linked to the essence of having a professional service agreement. It might be easier to agree with your client verbally on what you will be doing. However, it is not the best course of action.  

Here are some of the reasons why you need a professional services agreement:

1. You will save time and money.

Creating a services agreement will save time spent haggling over what you will offer and what your client will pay. It also means that you will save yourself the hassle of wasting time when there is a misunderstanding. All you have to do is refer your customer back to the specified terms in the agreement. The professional services agreement template makes it even more time saved as you won’t have to create a new template from scratch every time you need one. 

Since a service agreement template clearly states your fees for services rendered, it saves you from unpaid jobs and late payments. Your client is more likely to pay, knowing that there is an agreement that he has signed to this effect. You can enjoy carrying out your services when you know that your payment is secure at the end of the job.

2. You prevent misunderstandings.

Many good customer relationships can end over unmet expectations. However, with a professional services agreement, you can avoid these misunderstandings. The agreement ensures that it is clear to both you and your client what is expected. Therefore, you and your customer know what services you should offer and what your client should pay. Since it is all written down, you can refer to the document to know who is right and how you can resolve it. 

3. You reduce litigation risk.

Lawsuits can be expensive. One lawsuit can cripple your freelancing business and mean the end of any contract for you. However, with a service agreement in place, you can reduce the possibility of getting any lawsuits. A professional services agreement template will include all the industry standards that will protect you and your client. You will also have fewer misunderstandings between you and your client if you have a signed agreement in place. 

A professional services agreement template makes it possible for you to save time and money. With a good template like Bonsai’s, you will have little to no misunderstandings with your client. 

Frequently Asked Questions
Questions about this template.

Is a professional services agreement a contract?

Yes a PSA agreement is a legally binding contract to protect the consultant and business. A PSA normally includes a list of the consultant's services, the business's compensation, and the duration of the contract. Try Bonsai's free template to kickstart a professional relationship with a client or business.

What is the difference between a contract and a service agreement?

In general, a contract has a more structured format than an agreement. Any understanding between two parties over what they promise to perform for one another qualifies as an agreement.

What is a PSA in legal terms?

A PSA is the legal document that lays out the rights and obligations of specific parties over an agreed working relationship.