Professional Services Agreement

This Master Services Agreement (the "Agreement") is entered into as of [Effective Date] by and between Sage Ideas LLC ("Provider"), and [Client legal name] ("Client"). Provider and Client are each a "Party" and together the "Parties."

Provider will perform the professional services (the "Services") described in one or more Statements of Work ("SOWs") executed by both Parties and incorporated into this Agreement. Each SOW sets out the scope, deliverables, timeline, acceptance criteria, and fees for that project. If an SOW conflicts with this Agreement, this Agreement controls unless the SOW expressly states otherwise for that project.

• Fees are stated in the applicable SOW. Unless stated otherwise, a 30% deposit is due to book the engagement and the balance is due on final acceptance of deliverables.
• Invoices are payable within [15] days. Undisputed amounts overdue by more than [15] days may accrue interest at [1.0%] per month or the maximum permitted by law. [Counsel: confirm rate is lawful in the governing jurisdiction.]
• Fees are exclusive of taxes. Third-party costs (e.g. model API usage) incurred for Client are the Client's responsibility and passed through at cost.

Upon Provider's receipt of full payment for the relevant SOW, Provider assigns to Client all right, title, and interest in the deliverables created specifically for Client under that SOW. Provider retains ownership of its pre-existing materials, tools, libraries, and general know-how ("Provider Materials"), and grants Client a perpetual, non-exclusive license to use Provider Materials to the extent embedded in the deliverables. [Counsel: confirm assignment vs. license split and any open-source components.]

Each Party may receive confidential information of the other. The receiving Party will use it only to perform under this Agreement, protect it with reasonable care, and not disclose it except to personnel who need it and are bound by like obligations. These obligations survive termination for [3] years, and indefinitely for trade secrets. Confidential information excludes information that is public, independently developed, or rightfully received from a third party.

Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Except for the foregoing, the Services and deliverables are provided "as is." Provider does not warrant that any AI system will be error-free or fit for a particular purpose beyond the acceptance criteria stated in the SOW. [Counsel: tailor AI-specific disclaimers and any regulated-use exclusions.]

To the maximum extent permitted by law, neither Party is liable for indirect, incidental, special, or consequential damages. Each Party's total aggregate liability arising out of this Agreement is limited to the fees paid by Client under the SOW giving rise to the claim in the [12] months preceding the claim. [Counsel: the liability cap and its carve-outs are load-bearing — review carefully.]

This Agreement begins on the Effective Date and continues until terminated. Either Party may terminate an SOW for convenience on [14] days' written notice, or immediately for material breach uncured after [10] days' notice. On termination, Client pays for Services performed and accepted through the termination date. Sections 3, 4, 6, and 9 survive.

Provider is an independent contractor, not an employee, partner, or agent of Client. Provider controls the manner and means of performing the Services and is responsible for its own taxes, insurance, and equipment. Nothing here creates a joint venture or employment relationship.

This Agreement is governed by the laws of the State of [Governing State], without regard to conflict-of-laws rules. The Parties will attempt to resolve disputes in good faith; unresolved disputes are subject to [venue / arbitration] in [county, state]. [Counsel: set governing law, venue, and dispute mechanism.]

This Agreement and its SOWs are the entire agreement between the Parties on this subject and supersede prior discussions. Amendments must be in writing and signed by both Parties. If any provision is unenforceable, the rest remains in effect. Neither Party may assign without the other's consent, except to a successor in a merger or sale of substantially all assets. Notices are given in writing to the addresses on the signature block.

This sample template is provided for illustration only, does not constitute legal advice, and creates no obligation. Engage a licensed attorney to review and adapt it before execution.