Professional Services Agreement Template for India

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Key Requirements PROMPT example:

Professional Services Agreement

"I need a Professional Services Agreement for my IT consulting firm based in Bangalore, providing software development services to international clients, with specific focus on data protection, source code ownership, and service level commitments."

Document background
This Professional Services Agreement template is designed for use in the Indian jurisdiction when engaging professional service providers for various business needs. It serves as a legally binding contract that clearly defines the relationship between service providers and their clients, incorporating requirements under Indian contract law and relevant sector-specific regulations. The agreement is particularly useful for businesses and professionals providing consulting, advisory, technical, or specialized services in India. It includes comprehensive provisions for service delivery, quality standards, intellectual property protection, and risk allocation, while ensuring compliance with Indian statutory requirements including GST and income tax regulations. The document is structured to accommodate both corporate and individual service providers, with flexibility to adapt to specific service arrangements while maintaining essential legal protections.
Suggested Sections

1. Parties: Identification and details of the service provider and service recipient

2. Background: Context of the agreement and brief description of parties' business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Services: Detailed description of professional services to be provided

5. Term and Termination: Duration of agreement and circumstances for termination

6. Fees and Payment Terms: Service fees, payment schedule, and payment methods

7. Obligations of Service Provider: Key responsibilities and commitments of the service provider

8. Obligations of Client: Key responsibilities and commitments of the client

9. Representations and Warranties: Statements of fact and promises made by both parties

10. Intellectual Property Rights: Ownership and rights related to work products and pre-existing IP

11. Confidentiality: Protection and handling of confidential information

12. Indemnification: Protection against third-party claims and losses

13. Limitation of Liability: Caps and exclusions on liability of both parties

14. Force Majeure: Provisions for handling events beyond parties' control

15. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution

16. General Provisions: Standard boilerplate clauses including notices, amendments, etc.

Optional Sections

1. Data Protection: Required when services involve processing of personal or sensitive data

2. Non-Compete: Restrictions on competitive activities, if relevant to the services

3. Non-Solicitation: Restrictions on hiring other party's employees or approaching clients

4. Insurance: Insurance requirements when services involve significant risks

5. Compliance with Laws: Specific regulatory compliance requirements for regulated industries

6. Service Levels: Specific performance metrics and standards, if applicable

7. Audit Rights: Right to audit service provider's records and performance

8. Change Control: Process for managing changes to services or agreement terms

9. Business Continuity: Required for critical services requiring disaster recovery planning

10. Subcontracting: Terms for allowing/restricting use of subcontractors

Suggested Schedules

1. Schedule A - Scope of Services: Detailed description of services, deliverables, and timelines

2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones

3. Schedule C - Service Levels: Detailed performance metrics, measurement methods, and penalties

4. Schedule D - Key Personnel: List of key team members and their roles

5. Schedule E - Technical Requirements: Technical specifications and requirements for services

6. Appendix 1 - Contact Details: Contact information for key representatives of both parties

7. Appendix 2 - Compliance Requirements: Specific regulatory or compliance requirements

8. Appendix 3 - Approved Subcontractors: List of pre-approved subcontractors if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Management Consulting

Financial Services

Legal Services

Accounting and Audit

Engineering Services

Healthcare Services

Marketing and Advertising

Architecture and Design

Human Resources

Education and Training

Research and Development

Environmental Consulting

Business Process Outsourcing

Project Management

Relevant Teams

Legal

Procurement

Finance

Operations

Compliance

Risk Management

Business Development

Project Management

Vendor Management

Commercial

Human Resources

Strategy

Administration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Procurement Manager

Contract Manager

Project Manager

Business Development Manager

Operations Director

Finance Director

Legal Counsel

Compliance Officer

Risk Manager

Department Head

Practice Lead

Managing Partner

Senior Consultant

Human Resources Director

Commercial Director

Vendor Management Lead

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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