# Common Paper Professional Services Agreement

A professional services agreement with key terms, statement of work, and standard terms, based on Common Paper's standard form. Covers consulting and professional services engagements including deliverables, IP ownership, fees, and liability.

**Standard Terms:** https://commonpaper.com/standards/professional-services-agreement/1.1

## 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 |  |

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Based on the Common Paper Professional Services Agreement, available at https://commonpaper.com. Licensed under CC BY 4.0. Copyright Common Paper, Inc.

_This template is a drafter's starting point. It does not constitute legal advice. Workflow support only. Not legal advice._