Common Paper Professional Services Agreement
This is a fillable cover page for the Common Paper Professional Services Agreement. The binding terms are the external Standard Terms linked below — fill the fields here, then download the Word file to execute.
Parties
| Field | Description | Default |
|---|
| Company Name | Official company name | |
| Provider Name | Official name of the Provider | |
| Customer Name | Official name of the Customer | |
Terms
| Field | Description | Default |
|---|
| Key Terms Effective Date | Effective Date of Key Terms | |
| Custom Effective Date | Custom effective date | |
| Custom Sow Date | Custom SOW date | |
| Sow Number | Statement of Work number | |
| Term Duration Unit | Duration unit for term | |
| Custom End Date | Custom end date | |
| Services Description | Description of the Services to be performed, including key individuals, timeline, and milestones | |
| Term Duration Value | Numeric duration for the SOW term (e.g. "6", "12") | |
| Sow Changes To Standard Terms | Changes to the Standard Terms that apply only to this SOW | |
| Changes To Standard Terms | Changes to the Standard Terms that apply to the Agreement and all SOWs | |
| Customer Obligations | Customer obligations such as identifying a point of contact or geographic limitations | |
| Additional Warranty Provider Detail | Additional warranty text provided by the Provider | |
| Additional Warranty Customer Detail | Additional warranty text provided by the Customer | |
| Non Renewal Notice Days | Non-renewal notice days | |
| Additional Terms By Provider | Set to true when Provider is adding additional terms to the agreement. Specify terms in additional_warranty_provider_detail. | |
| Additional Terms By Customer | Set to true when Customer is adding additional terms to the agreement. Specify terms in additional_warranty_customer_detail. | |
| Customer Owned Deliverables | Customer-owned deliverables | |
Payment
| Field | Description | Default |
|---|
| Payment Terms | Payment terms | |
| Invoice Frequency Unit | Invoice frequency unit | |
| Fee Description | Description of fees including hourly, project, or milestone-based rates and pass-through charges | |
| Invoice Cadence | Cadence for sending invoices (e.g. monthly, quarterly, upon acceptance, after each milestone) | |
| Payment Terms Days | Days to pay after invoice | |
| Travel Expense Policy | Travel and expense policy | |
Liability
| Field | Description | Default |
|---|
| Provider Covered Claims Detail | Detail of Provider Covered Claims covering IP infringement, employee misclassification, and gross negligence | |
| Customer Covered Claims Detail | Detail of Customer Covered Claims covering IP infringement and gross negligence | |
| Increased Claim Other Detail | Description of a custom Increased Claim category | |
| Unlimited Claim Other Detail | Description of a custom Unlimited Claim category | |
| General Cap Amount | General liability cap | |
| Cap Multiplier | Cap multiplier | |
| Increased Cap Amount | Increased cap amount | |
| Greater Of Dollar | Greater-of dollar amount | |
| General Cap Type | How the General Cap Amount (baseline liability limit) is calculated. "multiplier" uses a multiple of fees, "dollar" uses a fixed amount, "greater_of" uses the greater of a dollar amount or a multiple of fees. | |
| Increased Cap Type | How the Increased Cap Amount (higher liability limit for Increased Claims) is calculated. Same options as general_cap_type. | |
| Increased Claim Breach Privacy | Set to true when breach of Section 3 (Privacy & Security) should be classified as an Increased Claim with a higher liability cap. | |
| Increased Claim Breach Conf | Set to true when breach of Section 11 (Confidentiality) should be classified as an Increased Claim (excluding Privacy & Security breaches). | |
| Increased Claim Indemnification | Set to true when indemnification obligations for Covered Claims should be classified as an Increased Claim. | |
| Increased Claim Breach Privacy Gross | Set to true when breach of Privacy & Security resulting from gross negligence or willful misconduct is an Increased Claim. | |
| Increased Claim Breach Conf Gross | Set to true when breach of Confidentiality resulting from gross negligence or willful misconduct is an Increased Claim. | |
| Increased Claim Gross Willful | Set to true when claims from gross negligence or willful misconduct should be classified as Increased Claims. | |
| Increased Claim Other | Set to true to include a custom Increased Claim category. Specify in increased_claim_other_detail. | |
| Unlimited Claim Breach Privacy Gross | Set to true when breach of Privacy & Security resulting from gross negligence should have no liability cap (Unlimited Claim). | |
| Unlimited Claim Breach Conf Gross | Set to true when breach of Confidentiality resulting from gross negligence should have no liability cap (Unlimited Claim). | |
| Unlimited Claim Indemnification | Set to true when indemnification for Covered Claims should have no liability cap (Unlimited Claim). | |
| Unlimited Claim Breach Privacy | Set to true when breach of Section 3 (Privacy & Security) should have no liability cap (Unlimited Claim). | |
| Unlimited Claim Breach Conf | Set to true when breach of Section 11 (Confidentiality) should have no liability cap (Unlimited Claim). | |
| Unlimited Claim Gross Willful | Set to true when claims from gross negligence or willful misconduct should have no liability cap (Unlimited Claim). | |
| Unlimited Claim Other | Set to true to include a custom Unlimited Claim category. Specify in unlimited_claim_other_detail. | |
Privacy
| Field | Description | Default |
|---|
| Dpa Description | Description of or reference to the Data Processing Agreement | |
| Dpa Reference | DPA reference | |
Deliverables
| Field | Description | Default |
|---|
| Rejection Period Value | Number of time units for the deliverable rejection period | |
| Resubmission Period Value | Number of time units for the deliverable resubmission period | |
| Include In Progress Deliverables | Set to true when in-progress work should be included as Deliverables in addition to completed projects. | |
| Deliverables Meet Specs | Set to true when Deliverables must meet attached specifications. | |
| Deliverables Acceptance Process | Set to true when Deliverables are subject to an acceptance process before being considered final. | |
| Ownership Upon Payment | Set to true when Customer owns Deliverables only upon full payment (not as they are created). | |
| No Third Party Materials | Set to true when no Third-Party Materials will be incorporated into Deliverables. | |
| Has Third Party Materials | Set to true when Third-Party Materials will be incorporated into Deliverables. | |
| Provider Procures Materials | Set to true when Provider is responsible for procuring required Third-Party Materials. | |
| Customer Procures Materials | Set to true when Customer is responsible for procuring required Third-Party Materials. | |
Security
| Field | Description | Default |
|---|
| Other Security Certification | Name of additional security certification (e.g. "ISO 27701") | |
| Has Security Policy | Set to true when Provider has a Security Policy available at the specified DPA reference URL. | |
| Has Security Certifications | Set to true when Provider maintains annually updated security reports or certifications. | |
| Cert Iso 27001 | Set to true when Provider holds ISO 27001 certification. | |
| Cert Penetration Testing | Set to true when Provider performs regular penetration testing. | |
| Cert Soc2 Type1 | Set to true when Provider holds SOC 2 Type I certification. | |
| Cert Pci Level1 | Set to true when Provider holds PCI Level 1 certification. | |
| Cert Soc2 Type2 | Set to true when Provider holds SOC 2 Type II certification. | |
| Cert Pci Level2 | Set to true when Provider holds PCI Level 2 certification. | |
| Cert Hitrust | Set to true when Provider holds HITRUST certification. | |
| Cert Fedramp | Set to true when Provider holds FedRAMP Authorization. | |
| Cert Other | Set to true to include an additional security certification. Specify the certification in other_security_certification. | |
Publicity
| Field | Description | Default |
|---|
| Provider May Use Logo | Set to true when Provider may publicly identify Customer and use Customer's logo and trademarks in promotional materials. | |
| Provider May Identify Nonpublic | Set to true when Provider may identify Customer as a customer in non-public settings (e.g., sales conversations). | |
Legal
| Field | Description | Default |
|---|
| Governing Law | Governing law | Delaware |
| Jurisdiction | Jurisdiction | courts in New Castle County, Delaware |
Service
| Field | Description | Default |
|---|
| Support Policy Reference | Support policy reference | |
Signature Block
| Field | Description | Default |
|---|
| Provider Signatory Type | Whether the Provider signatory is an entity or individual | entity |
| Provider Signatory Name | Full legal name of the Provider's signatory | |
| Provider Signatory Title | Title/role of the Provider's signatory (entity only) | |
| Provider Signatory Company | Company name for the Provider signatory (entity only) | |
| Provider Signatory Email | Notice email address for the Provider | |
| Customer Signatory Type | Whether the Customer signatory is an entity or individual | entity |
| Customer Signatory Name | Full legal name of the Customer's signatory | |
| Customer Signatory Title | Title/role of the Customer's signatory (entity only) | |
| Customer Signatory Company | Company name for the Customer signatory (entity only) | |
| Customer Signatory Email | Notice email address for the Customer | |
This template is a drafter's starting point. It does not constitute legal advice. Workflow support only. Not legal advice.