Professional Services Agreement — 2026 template

This Professional Services Agreement ("Agreement") is entered into on [Effective date] between [Customer legal name], a [State and entity type], [Address] ("Customer"), and [Provider legal name], a [State and entity type], [Address] ("Provider").

1. Services

Provider will perform the services described in each statement of work signed by both parties (each an "SOW"). The first SOW is attached as Exhibit A: [Summary of services, deliverables, schedule]. If an SOW conflicts with this Agreement, this Agreement controls unless the SOW expressly states otherwise.

2. Change Orders

Changes to scope, schedule or fees require a written change order signed by both parties.

3. Acceptance

Customer will review each deliverable within [Number] business days of delivery and either accept it or give written notice of material nonconformity with the SOW. Provider will correct the nonconformity and redeliver. A deliverable is accepted if Customer does not respond within that period or uses it in production.

4. Fees and Payment

Customer pays the fees stated in the SOW: (Fixed fee / time and materials at $[Rate] per hour). Provider invoices [Invoicing frequency]. Payment is due within [Number] days of the invoice date. Late amounts bear interest at [Rate]% per month or the maximum rate permitted by law, whichever is lower. Fees exclude sales, use and similar taxes, which Customer pays (other than taxes on Provider's income).

5. Provider's Warranties

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards, by qualified personnel. EXCEPT AS STATED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.