This Professional Services Agreement ("Agreement") is made at ____________ on ____________ between:
CLIENT NAME, a company / LLP / partnership / individual / other entity, having its office at ____________________________________________ ("Client");
AND
CONSULTANT NAME, having address/office at ____________________________________________, PAN/GSTIN, where applicable: ____________ ("Consultant").
The Client and Consultant are individually a "Party" and collectively the "Parties".
1. ENGAGEMENT AND SCOPE
1.1 The Client engages the Consultant to provide the professional services described in Schedule A ("Services"), and the Consultant accepts the engagement subject to this Agreement.
1.2 The Consultant shall perform the Services with reasonable professional skill, care, diligence and in accordance with applicable law and professional standards.
1.3 The Consultant shall not materially expand the scope, incur material third-party expenditure, or commit the Client to any obligation without prior written approval.
2. TERM
2.1 This Agreement begins on ____________ and continues until ____________, unless terminated earlier in accordance with Clause 14.
2.2 Any renewal or extension must be recorded in writing by the Parties. Continued performance after expiry shall not automatically create a permanent appointment unless applicable law provides otherwise.
3. PROFESSIONAL FEES AND EXPENSES
3.1 The Client shall pay the Consultant ₹____________ per month / per milestone / per deliverable / per project, plus GST where lawfully applicable.
3.2 The Consultant shall submit invoices containing particulars required by applicable tax law. The Client may deduct tax at source or make other statutory withholding as required by law and shall provide the prescribed certificate/documentation where applicable.
3.3 Pre-approved reasonable out-of-pocket expenses supported by appropriate records shall be reimbursed within ____ days.
3.4 Unless otherwise stated in Schedule A, payment shall be due within ____ days after receipt of a correct invoice and acceptance of the applicable deliverable/service period.
4. INDEPENDENT PROFESSIONAL RELATIONSHIP
4.1 The Parties intend an independent professional services relationship. Subject to agreed deliverables, timelines, security requirements and lawful instructions, the Consultant shall determine the professional manner and method of performing the Services.
4.2 The Consultant shall not represent that the Consultant is an employee, partner or agent authorised to bind the Client, and shall not execute contracts or incur liabilities in the Client's name without specific written authority.
4.3 Nothing in this clause excludes or contracts out of any statutory status, benefit or protection that applies because of the actual facts of the relationship. If applicable law characterises the relationship differently, the mandatory law shall prevail.
5. TIME, LOCATION AND RESOURCES
5.1 Services shall ordinarily be performed at Consultant's premises / Client premises / remotely / hybrid, subject to Schedule A.
5.2 The Consultant shall provide his/her own ordinary professional tools and resources except those specifically listed as Client-provided resources.
5.3 Where attendance at Client premises is required, the Consultant shall comply with reasonable security, confidentiality, health and safety and information-security policies applicable to visitors and external professionals.
6. LEAVE, AVAILABILITY AND SUBSTITUTION
6.1 This Agreement does not create paid leave merely because an employee leave policy exists. Any agreed non-working days, availability requirements or retainer coverage shall be stated in Schedule A.
6.2 The Consultant shall not appoint a substitute or subcontract material Services without prior written consent where the Client has engaged the Consultant for personal professional skill, trust, licensing or confidentiality reasons.
7. CONFIDENTIALITY
7.1 "Confidential Information" includes non-public commercial, financial, technical, customer, employee, legal, strategic and operational information disclosed in any form.
7.2 The Consultant shall use Confidential Information only to perform the Services, restrict access to persons lawfully authorised, apply reasonable safeguards and not disclose it except with written permission or as required by law.
7.3 These obligations do not apply to information that the Consultant can demonstrate was already lawfully known, becomes public without breach, is independently developed without use of Confidential Information, or is lawfully received without confidentiality restriction.
7.4 Upon termination or request, the Consultant shall return or securely delete Client Confidential Information subject to legal, regulatory and professional record-retention obligations.
8. PERSONAL DATA AND INFORMATION SECURITY
8.1 Where the Consultant processes digital personal data for or on behalf of the Client, each Party shall comply with the Digital Personal Data Protection Act, 2023, the Digital Personal Data Protection Rules, 2025 and other applicable privacy/security law to the extent in force and applicable.
8.2 The Consultant shall process personal data only for authorised purposes, use reasonable security safeguards, limit access, promptly report suspected personal-data breaches or security incidents to the Client, and assist with legally required compliance steps appropriate to the Consultant's role.
8.3 The Parties may execute a separate data-processing schedule where the volume, sensitivity, cross-border element or nature of processing makes one appropriate.
9. INTELLECTUAL PROPERTY
9.1 Each Party retains ownership of intellectual property owned or developed independently before this Agreement ("Background IP").
9.2 Subject to full payment, intellectual property in specifically commissioned deliverables created exclusively for the Client shall be assigned to the Client / licensed to the Client on the terms below, to the extent legally assignable and as more particularly stated in Schedule A.
9.3 Any assignment shall identify the rights, territory, duration and consideration as required by applicable intellectual-property law. General know-how, experience, professional methods and Background IP remain with the Consultant unless expressly transferred.
10. CONFLICTS, ETHICS AND PROFESSIONAL LICENCES
10.1 The Consultant represents that the Consultant holds any licence, registration or professional qualification legally required to perform the Services.
10.2 The Consultant shall disclose actual or material potential conflicts of interest and comply with applicable professional conduct rules.
10.3 Nothing in this Agreement requires a regulated professional to act contrary to duties owed to a court, regulator, client, patient, professional body or other person under mandatory law.
11. NON-EXCLUSIVITY AND RESTRICTIONS
11.1 Unless Schedule A expressly states otherwise and the restriction is lawful, the Consultant may provide services to other clients, provided this does not create a conflict of interest, misuse Confidential Information or materially prevent performance of the Services.
11.2 No post-termination non-compete shall be implied. Any restrictive covenant shall operate only to the extent valid under Indian law, including Section 27 of the Indian Contract Act, 1872.
12. REPRESENTATIONS AND COMPLIANCE
12.1 Each Party has authority to enter into this Agreement.
12.2 The Consultant shall comply with applicable anti-bribery, tax, professional, sectoral, data-protection and other mandatory laws relevant to the Services.
12.3 The Consultant shall not knowingly introduce malicious code, infringe third-party rights or submit third-party confidential material without lawful authority.
13. LIABILITY AND INDEMNITY
13.1 Each Party shall be responsible for direct loss caused by its breach, negligence, wilful misconduct or violation of law, subject to applicable law and any agreed limitation in Schedule A.
13.2 The Consultant shall indemnify the Client against third-party claims arising from the Consultant's unauthorised infringement of intellectual-property rights, breach of confidentiality or unlawful acts, to the extent caused by the Consultant.
13.3 Any limitation or exclusion of liability shall not apply where prohibited by law, and should be tailored to the nature of the professional service and risk.
14. TERMINATION
14.1 Either Party may terminate this Agreement without cause by giving 30 days' written notice, unless Schedule A provides another lawful period.
14.2 Either Party may terminate for material breach if the breach is not cured within 15 days after written notice, where cure is possible.
14.3 A Party may terminate immediately for fraud, serious misconduct, material confidentiality/data breach, loss of a mandatory professional licence, insolvency or other event making continued performance unlawful.
14.4 On termination, the Client shall pay undisputed fees for Services properly performed up to the effective termination date, subject to lawful set-off and contractual rights.
15. CONSEQUENCES OF EXPIRY OR TERMINATION
15.1 The Consultant shall promptly hand over agreed work product, Client property, access credentials and records reasonably required for continuity, subject to payment rights and professional/legal retention duties.
15.2 Clauses concerning confidentiality, data protection, intellectual property, accrued payment rights, liability, dispute resolution and provisions intended by nature to survive shall continue after termination.
16. NO AUTOMATIC EMPLOYEE BENEFITS
16.1 Where the Consultant is genuinely an independent professional, the professional fee does not by itself confer employee benefits such as paid leave, gratuity, bonus, provident fund or seniority.
16.2 This clause does not waive statutory rights. If the actual relationship falls within an employment or worker category under applicable law, mandatory statutory benefits and obligations shall apply notwithstanding the terminology used in this Agreement.
17. NOTICES
Notices shall be sent to the addresses/email IDs specified below or subsequently notified in writing. Electronic notices may be used where legally valid and receipt can reasonably be established.
18. DISPUTE RESOLUTION
18.1 The Parties shall first attempt good-faith resolution through authorised representatives within 15 days after a written dispute notice.
18.2 If unresolved, disputes shall be resolved by courts at ______ / arbitration. If arbitration is selected, insert a complete arbitration clause specifying the seat, number of arbitrators, appointment mechanism, language and governing procedural law.
18.3 Any dispute-resolution clause must preserve remedies or forums that cannot lawfully be excluded by contract.
19. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of India. Subject to the dispute-resolution clause and mandatory jurisdiction rules, courts at ____________ shall have jurisdiction where such choice is legally permissible.
20. GENERAL
20.1 This Agreement and its schedules constitute the entire agreement on the Services and supersede prior discussions on the same subject.
20.2 Amendments must be in writing and accepted by authorised representatives.
20.3 If any provision is held invalid, the remaining provisions shall continue to the extent legally permissible.
20.4 Failure to enforce a provision on one occasion is not a continuing waiver.
20.5 Counterparts and electronic execution may be used to the extent recognised by applicable law.
21. SIGNATURES
| For the Client | Consultant |
|---|
Name: ____________
Designation: ____________
Signature: ____________
Date: ____________ |
Name: ____________
Signature: ____________
Date: ____________ |
Witness 1: ____________________________
Witness 2: ____________________________
SCHEDULE A - STATEMENT OF WORK
| Item | Agreed Details |
|---|
| Services / deliverables | ____________________________________________ |
| Milestones / timetable | ____________________________________________ |
| Professional fee | ____________________________________________ |
| Payment cycle | ____________________________________________ |
| Work location / availability | ____________________________________________ |
| Client-provided resources | ____________________________________________ |
| Pre-approved expenses | ____________________________________________ |
| IP ownership / licence | ____________________________________________ |
| Data access / security requirements | ____________________________________________ |
| Special professional obligations | ____________________________________________ |
