Professional Services Agreement: A Basic Guide
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What Is a Professional Services Agreement?
A professional services agreement (PSA) is a form that firms or consultants can use to create a contractually binding arrangement with a highly skilled business or individual. These agreements usually cover single projects with defined scopes or timelines. As a legally binding contract, a PSA provides protection for both the consultant and the business that requests the services.
A PSA typically lists the services that the consultant will perform, the compensation that the business will provide, and the time frame for the contract. Because many PSAs also detail procedures, terms, and requirements for the service, they can be several pages long.
Who Needs a Professional Services Agreement?
Because PSAs tend to be detailed and lengthy, most organizations use them only when contracting a consultant to provide highly technical professional services. The “professional” aspect of a PSA can refer to two different definitions of the term:
- Professional license: Service providers may have required business licenses that legally allow them to offer skilled services in a designated region.
- Professional approach: Consultants may have specific qualifications, such as advanced certifications, a predetermined amount of high-level experience, or certain technical capabilities.
What Type of Services Can a PSA Cover?
Professional services typically cover intellectual deliverables rather than physical products. For example, a PSA wouldn't be appropriate for an organization providing manufacturing, labor, or construction services. However, your organization may need a PSA if you contract a consultant to provide services like:
- Auditing
- Cost estimation
- Data analysis
- Environmental studies
- Laboratory analysis
- Land surveys
- Management consulting
- Market research or analysis
- Project or campaign planning
- Program evaluation
- Software development
- Technical support
- Translation
- Web design or development
- Writing or editing
Here is an article with more examples of professional services.
When Should You Use a Professional Services Agreement?
Most organizations use PSAs for projects with clearly defined requirements, such as limited time frames or specific tasks. However, some PSAs cover ongoing services that require advanced technical skills, certifications, or licenses. PSAs can even serve as blanket agreements that allow a business to contract a consultant or firm for a set period of time.
No matter what your PSA covers, your organization should always prepare one before starting to work with a consultant. By signing a PSA before services commence, you can establish the scope of the project, the workflow, the time frame, the rate, and other key details.
What Information Goes Into a Professional Services Agreement?
You can customize a PSA to include almost any necessary stipulations or protections. However, most PSAs include a few standard sections:
- Purpose: States the general nature of the contract, such as the organization engaging the consultant to perform services as defined in an attached document, often labeled Schedule A
- Services or Duties: An attached document often labeled Schedule A that includes a description of the project, the scope of the work, and the deliverables that the consultant will provide
- Term: Specifies the start and end date of the PSA or the number of days, weeks, or months the agreement lasts
- Timetable: An attached document often labeled Schedule B that includes the dates by which the consultant will reach major project milestones
- Compensation: States the exact or maximum amount the organization agrees to pay the consultant and may include an attached document often labeled Schedule C that features a timetable for periodic payments
- Personnel: An attached document often labeled Schedule D that lists the individual consultants who will provide the stated services
- Relationship Between Parties: Establishes that the consultant remains an independent contractor and is not employed by the organization
- Confidentiality: Confirms that the consultant agrees to keep any data or other information involved in the project confidential
- Rights: Clarifies which party owns any data or intellectual property (IP) collected or produced as part of the project
- Indemnification: Confirms whether the consultant or the organization can be held liable for any damages that arise from the project
- Insurance: Lists the types of insurance coverage the consultant must have throughout the project, such as statutory workers' compensation, commercial general liability insurance, property insurance, automobile liability insurance, professional liability insurance, or crime insurance
- Compliance: Maintains that the consultant will adhere to any federal, state, or local laws and regulations that apply to the project
- Assignment: Confirms whether the consultant has the discretion to assign the agreement to another consultant or subcontractor
- Termination: States how, when, and under what circumstances the organization can terminate the PSA as well as whether the consultant will continue to receive compensation
Image via Unsplash by sctgrhm
How Do a Professional Services Agreement and a Subcontract Differ?
Subcontracts and PSAs are both binding agreements that outline the services a firm or consultant will provide for another organization. However, an independent contractor or subcontractor carries out the services included in a subcontract, while a vendor provides the services detailed in a PSA.
A subcontractor:
- Has a more involved business relationship with the organization
- Takes responsibility for important decisions regarding the project
- Is expected to reach performance goals related to the project
- Must follow project-specific rules established by the organization
- Receives payment for implementing a program or project
- Provides ongoing services over a period of months or years
A vendor:
- Provides services that aren't specific to a project or its unique requirements
- Has a number of competitors who provide the same or similar services
- Offers services that support the organization's programs
- Is not required to meet performance goals or internal metrics
What Other Types of Business Agreements Do Consultants Need?
In addition to PSAs, consulting firms and independent consultants often need a range of contracts and legally binding documents. As a consultant, you may have to prepare:
- Consulting Agreement: When consulting for another organization, many firms prepare a simple contract that states the scope of work, the time frame, and the consequences of breaching the agreement.
- Limited Liability Company (LLC) Articles of Organization: If you start a consulting firm, you may opt to form an LLC. In most states, you have to file articles of organization to register your LLC with the Secretary of State. Many LLCs must also create an operating agreement, which is an internal document.
- Nondisclosure Agreement: When working with confidential information, consultants often have to sign an NDA, preventing you from sharing proprietary information.
Do You Need an Attorney for a Professional Services Agreement?
Whether you need to customize a standard PSA or you want to create an agreement from scratch, it's important to have a lawyer draft the document. When you contract an attorney, you can benefit in a few key ways:
- Language: An experienced attorney understands how to interpret legal terms and what language to include to create a legally binding agreement.
- Customization: If you need to include an extra element like an NDA or a customized version of a standard component like a timetable, a lawyer can ensure that your PSA covers your unique project.
- Protection: An attorney can make sure a PSA offers protection for both parties involved. Most PSAs protect consultants from liability while providing adequate compensation, and they ensure that organizations receive the services as stated.
- Review: Before you sign the other party's PSA or agree to their requests to revise yours, a lawyer can review the document and ensure that it provides sufficient protection.
Here is an example of a standard PSA.
No matter what type of PSA you need, the ContractsCounsel team is at your service. Get a free proposal and take the first step toward creating a customized professional services agreement today.
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Joshua B.
Josh Bernstein has been serving real estate and corporate transactional clients since 2002. His experience is varied, and he enjoys working on and puzzling out novel and complex corporate and real estate matters. Josh’s experience includes, among other things, the following: representation of public companies in connection with SEC reporting and compliance work (proxies, 10-K’s; 10-Q’s; 8-K’s, etc.); representation of public and private company securities issuances (including private placements, and other similar offerings); assistance in structuring and drafting joint ventures, both for investors and operating partners, and including both real estate and corporate ventures; handling public and private company mergers and acquisitions; and asset sales and dispositions; assisting clients, big and small, with real estate acquisitions, sales and financings; managing large-scale and multi-state real estate portfolio acquisitions, dispositions and financings; complex condominium creation, structuring and governance work, including: commercial condominiums, use of condominiums as a land planning tool, wholesale condominium property acquisitions and dispositions, and rehabilitating failed or faulty condominium legal structures to make ready for sale; development of restrictive covenants and owners’ association documents for master-planned communities; compliance with federal statutes governing real estate sale and development (including, without limitation, the Interstate Land Sales Full Disclosure Act, the Housing for Older Persons Act, and the Americans with Disabilities Act); representation of real estate lenders, for both improved and unimproved property, and including numerous construction financings secured by real estate; assistance with commercial leasing; from both the landlord and tenant side, and including condominium leasing; training residential home and condominium sales staff for compliance with applicable local and federal law; and workouts of all kinds. When he’s not busy lawyering, Josh may be found watching 80’s commercials, flying a single-engine plane, playing poker, or trying to be a good dad.
"Josh has been extremely helpful sorting through issues with a tenant."
Steven W.
Attorney Steven Wax is ardent about helping his clients. Whether creating personalized estate plans, drafting and negotiating contracts or other legal matters. Steven’s goal is to assist and counsel his clients to protect them and their loved ones. Steven grew up on Long Island, New York. He attended the University of Massachusetts in Amherst earning a BS in Sport Management. He earned his paralegal certificate at Duke University and earned his Juris Doctorate from North Carolina Central University School of Law in Durham, NC. Steven has an extensive legal career in the life science sector, working for some of the world’s largest Contract Research Organizations since 2013. Steven has negotiated a broad range of contracts for both businesses and individuals. Steven participated in the NCCU Elder Law Project, where he prepared wills, durable powers of attorney, living wills, and health care powers of attorneys for low/fixed income clients in Durham and surrounding counties. Steven finds meaningful ways to share his skills and passion with his community. Steven volunteers his time to Wills for Heroes, which provides no-cost estate planning documents to first responders and their families, through the NC Bar Foundation.
"I worked with Steven W to review my prenuptial agreement. He helped me understand the terms of what I was agreeing to and had very fair pricing. I would recommend him for this purpose."
Zachary J.
I am a solo-practitioner with a practice mostly consisting of serving as a fractional general counsel to growth stage companies. With a practical business background, I aim to bring real-world, economically driven solutions to my client's legal problems and pride myself on efficient yet effective work.
"Zachary did a great job understanding my needs for the two software consulting contracts, and provided prompt, clear work! I hope to work again with him in the future"
Allen L.
Clear, strategic legal guidance when you need it most—whether you're planning ahead or defending a position. Legal challenges shouldn't feel confusing or overwhelming. Whether you're building an estate plan, structuring a business, or navigating a dispute, my practice is built on clarity, care, and practical strategy. I work with clients who want real solutions—not just paperwork—through planning and advice that truly fits their goals, families, and businesses. Planning & Structure I focus on estate planning, asset protection, and business succession, helping individuals and entrepreneurs organize their assets, reduce risk, and prepare for every stage of life. Whether you're setting up your first living trust, shielding your business from liability, or updating an existing estate plan, you'll receive clear guidance, fixed-fee pricing, and responsive support from start to finish. Each plan I design is tailored to your real-world priorities: preserving wealth, avoiding unnecessary taxes and probate, and ensuring the people you love are protected when it matters most. I also focus on general business matters outlined below. Disputes & Defense When legal conflicts arise—disputed contracts, demand letters, settlement negotiations, or litigation decisions—I provide realistic risk assessment and strategic guidance. I help clients understand their actual exposure (not just best-case scenarios), identify leverage points, and navigate toward efficient resolution. If you're facing a legal claim or need to evaluate your position before responding, I can walk you through the realistic options and their costs. Services: Estate Planning & Asset Protection --Simple wills and powers of attorney --Living trusts for small estates --Buy-sell agreements for family businesses Business Formation & Agreements --LLC or S-Corp formation filings --Operating Agreements / Shareholder Agreements --Founder or Investor Agreements --Bylaws and Minutes templates --Registered agent setup guidance Contracts & Commercial Matters --Service Agreements (consulting, marketing, software, design, etc.) --Independent Contractor Agreements --Employment contracts and offer letters --Non-compete, non-solicitation, or confidentiality agreements --Employee handbooks or HR policy updates --Termination or severance agreements --NDAs (Non-Disclosure Agreements) --Partnership or Joint Venture Agreements --Sales or Vendor Contracts --Licensing or IP Agreements Terms and conditions SaaS Platforms --Terms of Service --Privacy Policy --Independent Contractor Agreements --Customer/User Agreements --Liability Waivers --Cancellation & Refund Policy --Non-Solicitation Clauses --Marketplace compliance documents Real Estate --Commercial lease drafting or review --Residential lease review --Purchase & sale agreements --Short-term rental (Airbnb) contracts --Property management agreements Professional Approach: I leverage modern legal research and writing technologies—including AI-assisted tools—to enhance the quality, speed, and clarity of my analysis. Like many legal professionals today, I use these tools to organize research, improve communication, and catch errors. On research tools: case law and statutory verification runs through a vLex/Fastcase subscription, and drafting and first-pass review is AI-assisted. Every analysis I provide is thoroughly reviewed and reflects my independent professional judgment as a licensed attorney. AI is a tool that supports my work; it does not replace it.
"Allen helped me finalize an MSA template for my new small IT consulting LLC and evaluate a very confusing MSA from a potential client. He finalized an MSA addendum to negotiate with the client. Allen was super prompt in his reviews and communication, which was extremely helpful as I was working within a tight timeline. What I valued most about working with Allen was the learning experience. His communication and explanation were always concise and clear. He also offered negotiation approaches tailored to what he thought would matter most to each party."
Grace C.
Grace C.
I’m Grace E. Carlson, an intellectual property & transactional attorney, founder of aTMospheric IP, LLC, with over 6 years of combined law firm and in-house experience. I help businesses, startups, creators, and entrepreneurs draft, review, and negotiate commercial contracts while protecting their brands and innovations. My expertise includes SaaS agreements, MSAs, NDAs, licensing contracts, vendor and partnership agreements, as well as comprehensive trademark strategy, copyright matters, AI-related IP issues, and technology transactions. I’ve supported global companies including Robinhood, Iron Mountain, and Microsoft, and provided flexible in-house counsel through Axiom Law across fintech, SaaS, consumer goods, and data center industries. Known for translating complex legal issues into clear, practical solutions, I focus on delivering contracts that reduce risk, support go-to-market strategies, and scale with your business. Whether you need a custom SaaS agreement, trademark-integrated contracts, or AI compliance review, I provide responsive, business-minded counsel. Bar Admissions: Washington (2020) & Oregon (2021) J.D., Seattle University School of Law Let’s get your contracts and IP protections done right — efficiently and effectively.
"Grace was very easy to work with on this project. Extremely knowledgeable about the topic and gave great advice. Grace gave us a product that we are able to implement quickly! Thank you for your hard work!"
Sarah S.
With 20 years of transactional law experience, I have represented corporate giants like AT&T and T-Mobile, as well as mid-size and small businesses across a wide spectrum of legal needs, including business purchase agreements, entity formation, employment matters, commercial and residential real estate transactions, partnership agreements, online business terms and policy drafting, and business and corporate compliance. Recognizing the complexities of the legal landscape, I am dedicated to providing accessible and transparent legal services by offering a flat fee structure, making high-quality legal representation available to all. My extensive knowledge and commitment to client success establishes me as a trusted advisor for businesses of all sizes.
"Sarah was extremely helpful in making me contracts that I needed for wholesaling real estate. Also gave me all the licenses I needed for my business and answered all my questions on information I was unsure of in the business. Will definitely only be going to Sarah for any of my legal needs."
June 17, 2023
Nancy B.
I was born in Charlotte, NC and primarily raised in Dalton, GA. I graduated from Dalton High School in 1981 where I was in the band and the French club. I also participated in Junior Achievement and was a member of Tri-Hi-Y. New York granted my first license as an attorney in 1990. I then worked as a partner in the firm of Broda and Burnett for almost 10 years and as a solo practitioner for about 2 years. I worked as a general practitioner (primarily doing divorces, child abuse cases, custody matters and other family law matters, bankruptcy, real estate closings, contracts, taxes, etc.) and as a Law Guardian (attorney who represents children). I obtained my license in Tennessee in December 2002 and began working as an associate at Blackburn & McCune from February of 2003 until May of 2005. At Blackburn & McCune I provided telephone legal counsel to Prepaid Legal Services (now known as Legal Shield) members, wrote letters for members, reviewed contracts, attended hearings on traffic ticket matters and represented members with regard to IRS matters. In May of 2005, I went to work for North American Satellite Corporation where I served as Corporate Counsel. I handled a number of taxation issues, reviewed and wrote contracts, counseled the CEO and Board of Directors on avoiding legal problems and resolving disputes, and represented employees on a variety of matters, and also assisted the company for a period of time as its Director of Accounting. In 2010, I volunteered as a law clerk for Judge Robert Adams in Dalton, Georgia until I obtained my license to practice law in Georgia in November, 2010. In Georgia, I have handled a variety of family law matters, drafted wills, advanced health care directives, power of attorney documents, reviewed and drafted contracts, and conducted real estate closings. Currently, I accept cases in the areas of adoption, child support, custody, divorce, legitimation and other family law matters. In addition, I handle name change petitions and draft wills.
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Reply From Anna C.
Thank you, Mark — I really appreciate the review and the opportunity to work on this with you. You had a very clear sense of what you wanted the agreement to accomplish, and I’m glad I was able to help shape it into a form that supports how you actually work.
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Cease and Desist
I have received a cease and desisit a few months ago for procticing unlicensed massage. I have never done such. I am a Reiki Master Practitioner which has nothing to do with massage. Unbeknownst to me FL considers this massage!! This is ludacris. Whoever deemed Reiki as massage needs to do research. Now I've been placed into the National Practitioners Data base as a unlicensed massage therapist. I have no desire to practice massage. Please advise on how I can remedy this situation. Gratefully thankful for any direction.
Jane C.
You will have to explain why the state of Florida is involved in this matter? I suggest you write a letter to National Practitioners Database to explain the matter clearly and provide proof of you licensing.
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What are the key provisions that should be included in a Professional Services Agreement?
I am a freelance graphic designer and have recently been approached by a potential client to provide my services for a project. While I have worked on similar projects before, I have never used a Professional Services Agreement and would like to ensure that I have a legally binding agreement in place to protect both parties' interests. I want to understand the essential provisions that should be included in such an agreement to cover aspects like scope of work, payment terms, intellectual property rights, confidentiality, and liability.
Ralph S.
This is a loaded question and you should really consider hiring an attorney from this website to draft or review a contract for you. We really don’t have a complete checklist of all the things you might want to include, and it depends on the particularity of your situation.. frequently a template might be missing something or it’s a vague or it’s broad and it creates a problems. However, detailed do you choose your contract to be is after the parties.. but it’s always about who is doing what to whom and how how they are getting paid and how is liability resolved
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