Professional services clause: Copy, customize, and use instantly
Introduction
A professional services clause outlines the scope, delivery, and standards of any professional services provided under a contract—such as consulting, development, training, or implementation support. It helps define what services are included, how they will be delivered, who is responsible, and any specific expectations around timelines, performance, or quality. This clause is common in service agreements, SaaS contracts, and technology implementation deals.
Below are templates for professional services clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard professional services clause
This clause defines the provision of services in general terms.
The [Service Provider] agrees to perform the professional services described in Exhibit A (the “Services”) in a timely, competent, and professional manner consistent with industry standards. The [Client] shall provide reasonable cooperation and access as needed to support service delivery.
Professional services clause with deliverable-based structure
This version links services to specific outputs.
The [Service Provider] shall provide the professional services detailed in Exhibit A, including all deliverables listed therein. Each deliverable shall be deemed completed upon written acceptance by the [Client], based on agreed criteria.
Professional services clause with timeline and milestones
This clause incorporates service milestones and deadlines.
The Parties agree that professional services shall be delivered in accordance with the project schedule set forth in Exhibit B. The [Service Provider] shall use commercially reasonable efforts to meet all agreed milestones and notify the [Client] of any delays.
Professional services clause with personnel requirement
This version specifies that qualified personnel must perform the work.
The [Service Provider] shall perform all professional services using qualified personnel with appropriate experience and expertise. Subcontracting of services shall require prior written consent from the [Client].
Professional services clause with service level expectations
This version sets performance standards for service delivery.
The [Service Provider] shall perform all professional services in accordance with the service levels, quality standards, and response times set forth in Schedule [X]. Failure to meet these standards may result in corrective action or service credits, as applicable.
Professional services clause with change request process
This clause provides a mechanism for modifying services.
Any change in the scope or nature of professional services must be documented through a formal change request, signed by both Parties. No change shall be implemented unless mutually agreed in writing.
Professional services clause with billing and invoicing terms
This version ties service performance to payment terms.
The [Service Provider] shall invoice the [Client] for professional services as outlined in the payment schedule in Exhibit [X]. The [Client] agrees to pay all undisputed amounts within [number] days of invoice receipt.
Professional services clause with independent contractor status
This clause clarifies the relationship between the service provider and client.
The [Service Provider] shall perform all professional services as an independent contractor and not as an employee, agent, or partner of the [Client]. Nothing in this Agreement shall create an employment or agency relationship.
Professional services clause with intellectual property treatment
This version addresses ownership of service-related IP.
Unless otherwise agreed, all deliverables, work product, or materials created as part of the professional services shall be the sole property of the [Client] upon full payment, and the [Service Provider] shall assign all related rights, title, and interest.
Professional services clause with confidentiality safeguard
This clause ensures confidentiality of all service-related information.
The [Service Provider] shall maintain the confidentiality of all information received in the course of performing professional services and shall not disclose such information without the [Client]’s prior written consent.
Professional services clause with acceptance criteria
This version includes a formal process for service acceptance.
Completed services and deliverables shall be subject to acceptance by the [Client] based on predefined criteria. If the [Client] reasonably determines that the services do not meet the criteria, the [Service Provider] shall correct any deficiencies at no additional cost.
Professional services clause with work location flexibility
This clause allows for remote or on-site service delivery.
The [Service Provider] may deliver the professional services remotely or on-site, as agreed between the Parties. Any travel or accommodation expenses must be pre-approved in writing by the [Client].
Professional services clause with termination rights for performance failure
This version allows early termination if services are substandard.
If the [Service Provider] fails to perform the professional services in accordance with this Agreement and does not cure such failure within [number] days of written notice, the [Client] may terminate the services without further obligation.
Professional services clause with warranty of performance
This clause includes a limited warranty on service quality.
The [Service Provider] warrants that it will perform the professional services in a professional and workmanlike manner consistent with industry standards. In the event of non-conforming services, the [Client] may request re-performance at no additional charge.
Professional services clause with exclusivity provision
This clause restricts the service provider from offering similar services to competitors.
During the term of this Agreement, the [Service Provider] shall not provide substantially similar professional services to any direct competitor of the [Client], unless otherwise agreed in writing.
Professional services clause with knowledge transfer requirement
This version includes a duty to share know-how with the client’s team.
The [Service Provider] shall make commercially reasonable efforts to ensure effective knowledge transfer to the [Client]’s designated personnel throughout the provision of professional services, including documentation, training, and transition assistance.
Professional services clause with tools and materials provision
This clause addresses the use and ownership of tools used during service delivery.
The [Service Provider] may use proprietary tools, templates, or materials in performing the professional services. Unless otherwise stated, such tools remain the property of the [Service Provider], and only the final deliverables shall be transferred to the [Client].
Professional services clause with background IP protection
This version ensures pre-existing IP is not transferred unintentionally.
The [Service Provider] retains all rights to its pre-existing intellectual property, methodologies, software, or tools used during the delivery of professional services. No rights to such background IP are transferred to the [Client] unless explicitly agreed in writing.
Professional services clause with non-solicitation protection
This clause prevents the client from hiring the provider’s staff.
The [Client] agrees not to solicit or hire any employee or contractor of the [Service Provider] involved in delivering the professional services during the term of this Agreement and for a period of [number] months thereafter.
Professional services clause with time and materials basis
This version clarifies billing on an hourly or daily rate.
The professional services shall be performed on a time and materials basis, with billing based on actual hours worked at the rates specified in Exhibit [X]. The [Service Provider] shall provide detailed time records with each invoice.
Professional services clause with fixed fee structure
This clause outlines payment based on a fixed fee.
The professional services described in this Agreement shall be provided for a fixed fee of [$amount], inclusive of all labor and associated costs, subject to the project scope defined in Exhibit [X].
Professional services clause with liability limitation
This version limits the provider’s liability for service-related losses.
Except in cases of gross negligence or willful misconduct, the [Service Provider]’s liability arising from or related to the professional services shall be limited to the total fees paid under this Agreement.
Professional services clause with quality assurance obligation
This clause introduces a review and quality check process.
The [Service Provider] shall implement a quality assurance process to review and validate all deliverables before submission to the [Client], ensuring they meet agreed standards and project requirements.
Professional services clause with resource substitution right
This version allows personnel changes under defined conditions.
The [Service Provider] reserves the right to substitute personnel assigned to the project, provided that any replacement has equivalent qualifications and experience, and prior notice is given to the [Client].
Professional services clause with support handover requirements
This clause ensures a smooth transition post-engagement.
Upon completion of the professional services, the [Service Provider] shall assist in transitioning all relevant knowledge, materials, and documentation to the [Client] or its designee to ensure continuity.
Professional services clause with review meeting schedule
This version mandates periodic project reviews.
The Parties agree to conduct periodic review meetings, at minimum every [number] weeks, to assess progress, identify risks, and confirm alignment on the delivery of professional services.
Professional services clause with force majeure coverage
This clause addresses events that excuse delays in service delivery.
The [Service Provider] shall not be liable for delays or failure in performing professional services due to circumstances beyond its control, including natural disasters, strikes, or governmental actions.
Professional services clause with third-party tool usage disclaimer
This version clarifies the provider’s use of third-party tools.
The [Service Provider] may use third-party software or tools in connection with the professional services. The [Client] acknowledges and accepts that such tools may be governed by separate license terms.
Professional services clause with client dependencies listed
This clause defines what the client must provide for successful service delivery.
The [Client] agrees to provide timely access to personnel, systems, and data required for the [Service Provider] to perform the professional services. Delays caused by the [Client] may impact agreed timelines.
Professional services clause with non-exclusivity language
This version ensures that the service provider is not restricted from other work.
Nothing in this Agreement shall prevent the [Service Provider] from providing professional services to other clients, provided such services do not conflict with its obligations to the [Client].
Professional services clause with scope creep protection
This clause prevents the provider from being obligated to do more than agreed.
The [Service Provider] shall be responsible only for those professional services expressly outlined in the scope of work. Any additional work must be documented and agreed as a separate engagement or change order.
Professional services clause with milestone-based payment schedule
This version links payment to project phases.
The [Client] shall pay the [Service Provider] upon completion of each milestone as detailed in Exhibit [X]. Each milestone shall be deemed complete upon written acceptance by the [Client].
Professional services clause with suspension rights
This clause allows suspension of services in certain situations.
The [Service Provider] may suspend the provision of professional services if the [Client] fails to make timely payments or breaches material terms of this Agreement, with prior written notice.
Professional services clause with subcontractor consent
This version requires consent for outsourced work.
The [Service Provider] may not delegate or subcontract any portion of the professional services without the prior written approval of the [Client]. Approved subcontractors shall be bound by the same obligations.
Professional services clause with early completion incentive
This version includes a bonus for finishing work ahead of schedule.
If the [Service Provider] completes the professional services ahead of the agreed timeline and meets all acceptance criteria, the [Client] may, at its discretion, pay a performance bonus of [$amount] as outlined in Exhibit [X].
Professional services clause with phased delivery plan
This clause provides for services to be delivered in stages.
The professional services shall be delivered in sequential phases, each with defined deliverables, timelines, and acceptance criteria as set out in the project plan attached as Exhibit [X].
Professional services clause with rework obligation
This version requires the provider to fix errors at no extra charge.
The [Service Provider] shall, at no additional cost, correct or re-perform any portion of the professional services that does not conform to the agreed specifications, provided such issues are reported within [number] days of delivery.
Professional services clause with dedicated resource requirement
This clause mandates assigning specific personnel to the project.
The [Service Provider] shall allocate dedicated personnel for the duration of the professional services engagement and shall not reassign such personnel without the [Client]’s prior written consent.
Professional services clause with deliverables ownership upon partial payment
This version allows partial transfer of deliverables based on payment progress.
Ownership of any deliverables created under this Agreement shall transfer to the [Client] in proportion to the amount paid against the total project value, unless otherwise specified in writing.
Professional services clause with background check requirement
This clause requires screening of service provider personnel.
All personnel assigned to perform the professional services must undergo background screening and comply with the [Client]’s security and access requirements prior to engagement.
Professional services clause with tool customization provision
This version allows minor customization of tools used.
If required for project delivery, the [Service Provider] may modify or customize its internal tools or templates, provided such changes do not affect ownership rights or introduce additional charges without written approval.
Professional services clause with co-location agreement
This clause defines on-site requirements for service delivery.
If co-location is required, the [Service Provider] shall perform the professional services at the [Client]’s designated location, and the [Client] shall provide appropriate workspace, internet access, and necessary facilities.
Professional services clause with remote work authorization
This version formalizes the option for fully remote delivery.
The Parties agree that the professional services may be performed remotely, unless specific tasks require on-site presence. Remote delivery shall not affect service quality or timelines.
Professional services clause with joint planning sessions
This clause mandates collaborative planning.
The Parties shall participate in joint planning sessions prior to the start of the professional services to finalize the delivery schedule, roles, dependencies, and communication protocols.
Professional services clause with professional standards certification
This version affirms adherence to industry standards.
The [Service Provider] represents that it shall perform all professional services in accordance with recognized professional and industry standards, including any certifications listed in Exhibit [X].
Professional services clause with localized compliance requirement
This clause ensures services comply with local laws.
The [Service Provider] shall perform all professional services in compliance with applicable local laws, regulations, and labor standards relevant to the jurisdiction in which the services are delivered.
Professional services clause with post-engagement support window
This version provides a support period after project completion.
The [Service Provider] shall provide [number] days of post-engagement support, including answering queries, making minor adjustments, or addressing technical issues directly related to the delivered services.
Professional services clause with performance review mechanism
This clause outlines a formal review process.
The Parties agree to conduct periodic performance reviews during the term of the engagement to evaluate service delivery, provide feedback, and address any performance concerns.
Professional services clause with client satisfaction survey
This version formalizes post-project feedback.
Upon completion of the professional services, the [Client] may issue a satisfaction survey. The [Service Provider] agrees to review and respond to feedback in good faith and consider it for future improvement.
Professional services clause with dual-approval milestone sign-off
This clause requires both project leads to approve each phase.
Each milestone under the professional services engagement shall require written sign-off from both the [Client] Project Lead and the [Service Provider] Project Lead before proceeding to the next phase.
Professional services clause with weekend or after-hours work conditions
This version governs non-standard work hours.
Any request for services to be performed on weekends or outside standard working hours must be pre-approved in writing and may be subject to additional fees as outlined in Exhibit [X].
Professional services clause with review and feedback cycles
This clause formalizes review iterations.
The [Client] shall be entitled to request up to [number] rounds of feedback or revisions for each deliverable. Any additional revision cycles may be subject to added fees or schedule adjustments.
Professional services clause with onboarding period
This version sets a lead-in phase for knowledge ramp-up.
The [Service Provider] shall allocate an onboarding period of [number] days before commencing full delivery of professional services, during which project context and background information will be provided by the [Client].
Professional services clause with responsibility handoff documentation
This clause ensures that responsibilities are clearly transitioned.
The [Service Provider] shall document all service processes and procedures and hand off responsibilities to the designated [Client] team before the end of the engagement to ensure continuity.
Professional services clause with dependencies schedule
This version outlines conditions required before services begin.
The commencement of the professional services is subject to the [Client] fulfilling the dependencies listed in Schedule [X], including access credentials, initial data, and designated points of contact.
Professional services clause with discovery phase requirement
This clause requires an initial analysis stage.
The professional services shall begin with a discovery phase, during which the [Service Provider] shall assess project requirements and propose a refined scope, timeline, and delivery plan for approval.
Professional services clause with weekly status reporting
This version sets a regular reporting cadence.
The [Service Provider] shall submit weekly status reports summarizing progress, pending items, risks, and next steps. Reports shall be sent in writing to the [Client] Project Lead every [day of week].
Professional services clause with progress tracker requirement
This clause mandates use of a shared progress tracker.
Both Parties agree to maintain and regularly update a shared project tracker, accessible to all stakeholders, to ensure transparency on timelines, deliverables, and pending action items.
Professional services clause with independent validation option
This version allows for third-party review.
The [Client] reserves the right to engage an independent third party to validate the quality or accuracy of deliverables provided under the professional services engagement.
Professional services clause with disaster recovery cooperation
This clause includes cooperation for business continuity.
The [Service Provider] shall reasonably cooperate with the [Client] to support disaster recovery efforts, including provision of services from alternate locations or access to materials as needed.
Professional services clause with version-controlled deliverables
This version requires proper documentation of version history.
All deliverables submitted as part of the professional services must be version-controlled, clearly labeled, and accompanied by a change log outlining all revisions and updates.
Professional services clause with non-interference safeguard
This clause ensures the client does not disrupt service delivery.
The [Client] agrees not to interfere with or delay the execution of the professional services and shall make commercially reasonable efforts to provide timely inputs and feedback.
Professional services clause with skillset substitution flexibility
This version allows substitution of skillsets where applicable.
The [Service Provider] may substitute personnel with different but equivalent skill sets, provided that such changes do not negatively affect the quality or scope of the professional services.
Professional services clause with agile methodology reference
This clause incorporates agile principles.
The Parties agree that the professional services may follow an agile methodology, including iterative planning, delivery in sprints, and continuous collaboration, where appropriate for the engagement.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.