This is an agreement between a professional consultant and a client for consulting
services. Typically, the consultant is a member of a professional association or group,
such as an accountant, legal professional, or doctor. This agreement sets out the terms
and conditions agreed upon by the parties for the professional services to be provided.
This document should be used by small businesses or other entities that provide
professional consulting services to their clients.
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (this “Agreement”) is hereby made and entered
into on this ____ day of _____________________, 20_____, by and between
_____________________ (“Consultant”) and __________________________ (“Client”).
WHEREAS, Consultant is engaged in the business of providing professional services in
the field of ____________________ [Comment: insert Consultant’s field of work] in the State
of _________________ and elsewhere; and
WHEREAS, Client desires to avail itself of these professional services of Consultant
from time to time in connection with Client’s business activities in the operation of
___________________________ (the “Business”) and Consultant desires to enter into this
Agreement with Client;
NOW, THEREFORE, in consideration of the mutual promises and agreements contained
in this Agreement, and other good and valuable consideration, the parties agree as follows:
1. OBJECT
Consultant shall furnish to Client its professional services in accordance with the details
and specifications set forth in Schedule “A” attached hereto (such Schedule containing integral
terms of this Agreement) to be performed by the key employee designated in Schedule “A.”
Consultant shall perform such professional services at all times in accordance with the rules of
the art and in full compliance with the statutes, laws, ordinances, and regulations governing its
profession, trade, craft, or business from a work location situated in _____________________
[Comment: insert City, State], being the registered place of business of Business.
2. INDEPENDENT CONTRACTOR
Consultant shall have the sole provision and direction of the work covered by this
Agreement, shall be responsible for the manner in which the said work is done, for the method
employed in same, and for all acts and things done in the performance of Consultant’s
obligations hereunder, except for departing from Consultant’s normal practices that may be
requested by Client from time to time. Nothing contained in this Agreement or the relationship
created between the parties hereby shall, directly or indirectly, make Consultant an agent or
servant of Client. Further, nothing herein shall operate or be construed to relieve Consultant of
any duties or obligations imposed upon it as an independent contractor.
3. EXPENSES
In addition to the agreed-upon consideration for Consultant’s fees as set forth in
paragraph 7 entitled “Consultant’s Fee” below, Client shall reimburse Consultant for all
reasonable expenses, including transportation expenses, incurred during the performance of
Consultant’s service provided such expenses are within the budget approved in writing by Client
(“Approved Expenses”). Client shall pay Consultant for Approved Expenses within
_____________ days from the date upon which Consultant submits its expense statements
together with any and all duly receipted bills or vouchers.
4. LEVIES
Subject to any state, federal, or local legislation imposing on Client an express duty to
withhold or deduct premiums, taxes, or levies as the case may be, Consultant shall be responsible
for withholding and remitting any deductions for taxes, levies, or contributions imposed by any
authority in respect of both the remuneration paid under this Agreement and the work incidental
thereto.
5. COMPREHENSIVE GENERAL LIABILITY INSURANCE
A. Client agrees to obtain and maintain insurance coverage for at least
____________________ dollars ($___________) per occurrence to cover its liability at law or
under this Agreement for personal injury, death, or property damage (“Comprehensive General
Liability Insurance”), including damage to property of Client, liability arising from owned or
non-owned motor vehicles, and liability for Workers’ Compensation under local federal, state,
and local labor laws. The certificate or endorsement(s) shall specifically cover operations under
this Agreement, shall name Consultant as an insured party in respect of losses or claims referred
to herein, and shall contain a cross liability clause. Such insurance shall remain in full force and
effect throughout the Term of this Agreement, and the above documents shall contain a provision
that the insurance shall not be materially altered, amended, or cancelled, except after ________
(__) days’ prior written notice to Consultant.
B. Copies of all policies, appropriate certificates, and/or endorsements shall be
provided forthwith to C