Vendor agreements
Professional services agreement playbook
Positions for professional services agreements. Eleven clauses.
Agreement
Professional services agreement
Side
Customer
Positions
11 clauses
Last reviewed
October 2026
Overview
This playbook covers the clauses that carry most of the risk in a professional services agreement. Each clause has a preferred position, a fallback your reviewers can accept without escalating, and a walk-away position that goes to the general counsel.
Every position is written as clause language, so a reviewer can paste it into the draft or accept a counterparty edit that matches it. A note under each clause explains what the position trades.
Who wrote it
Margaret Lindqvist, General Counsel at Proviso, with review from in-house lawyers at three of our customers. It was last checked against current market terms in October 2026.
Sample positions
Three of the 11 clauses. The full playbook adds a note on each position and who can approve it.
Acceptance
Deliverables accepted only after written sign-off.
Deemed accepted ten business days after delivery unless rejected.
Acceptance on delivery.
Ownership of deliverables
The customer owns all deliverables on payment.
The customer owns deliverables, with a license to the vendor’s pre-existing tools.
The vendor owns deliverables and licenses them back.
Payment terms
Net 60 from receipt of a correct invoice.
Net 45, with disputed amounts withheld in good faith.
Net 30 or less, or late fees above 1 percent a month.
Load it into Proviso
Import the file from Playbooks in your workspace. Every position, fallback and approver comes across, ready to test on your last forty drafts before you publish it.
