This letter of agreement_master professional services agreement template has 5 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our letter of agreement_master professional services agreement template:
[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF AGREEMENT - MASTER PROFESSIONAL SERVICES AGREEMENT Dear [CONTACT NAME]: PURPOSE The purpose of this letter of agreement ("LOA") is to summarize the principal terms of a mutual understanding between [YOUR COMPANY NAME] and [COMPANY NAME] for the negotiation of a definitive Master Professional Services Agreement which will form the contractual basis under which [COMPANY NAME] will provide [SPECIFY] and other consulting services to [YOUR COMPANY NAME], to [SPECIFY]'s affiliates and subsidiaries, to [SPECIFY] and its subsidiaries and to such other entities mutually agreed upon by the Parties. DEFINITIVE AGREEMENT The Parties agree that, following the execution of this LOA, they will enter into diligent and good faith negotiations with the view to execute a definitive agreement, on or before [DATE], or such other date that may be mutually agreed upon by the Parties ("Target Date"), incorporating such provisions mutually agreed to by the Parties and that include but are not limited to : ownership; indemnifications; functional and infringement warranties; confidentiality; key personnel; effective use of resources; provision of services in a more cost effective manner to assist in lowering costs for such services which are currently provided at [YOUR COMPANY NAME]; high quality and cost effective methodologies; inform client of any potential issue or jeopardy which have an adverse impact on a deliverable and/or service; change order procedures; delivery and related payment milestones; acceptance criteria to ensure compliance of deliverables with the applicable statement of work, documentation and specifications; holdback for unsatisfactory performance of services or quality of deliverables; procedures for the prompt rework of the defective deliverables and/or services; and limitation of damages ("Definitive Agreement"), which Definitive Agreement shall be subject to the final written approval of each Party, which approval may be retained at each Party's sole discretion. The Parties agree that the provisions contained in this LOA shall not constitute a precedent for the negotiation of the Definitive Agreement, and that the Definitive Agreement, when fully executed, will supersede and replace this LOA (including but not restricted to any provisions contained in this LOA and related to ownership, confidentiality, warranties and indemnification) retroactively to the Effective Date hereof, and that any Interim Services and Deliverables shall then be deemed to have been provided under the Definitive Agreement. NON-BINDING EFFECT The Parties understand and agree that, except as expressly provided in sections [SPECIFY] this LOA is not intended to create binding obligations between the parties and that, should the Parties not reach a final accord in the form of a Definitive Agreement for any reason whatsoever as of the Target Date (as the same may be extended by mutual agreement of the Parties), this LOA will expire, [COMPANY NAME]'s work to that date will be governed by this LOA, and, subject to section [SPECIFY] (Survival), the Parties will have no further obligation to each other. PROJECT MANAGER The Parties hereby agree they will each appoint qualified representative(s) who will act as a liaison between the Parties in order to facilitate the relationship between the Parties and the performance of their obligations hereunder. INTERIM SERVICES [COMPANY NAME] hereby agrees (i) to assist [SPECIFY] in finalizing the development of the Statement of Work related to the [NAME] project ("[NAME] Project"), such assistance beginning on [DATE], and (ii) to proceed with the provision of such interim services that may be required by [YOUR COMPANY NAME] and by [SPECIFY]'s affiliates and subsidiaries and by [SPECIFY] and its subsidiaries which accept to be bound by the terms of this LOA (each such entity requesting services from [COMPANY NAME] being referred to as a "Client"), in accordance with the applicable Statement(s) of Work to be attached from time to time to, and form part of, this LOA, as the same may be modified from time to time (collectively, the "Interim Services and Deliverables"), it being agreed that [YOUR COMPANY NAME] and the Client shall have the right, upon prior written notice to [COMPANY NAME] to this effect, to propose additions, reductions or modifications to the nature, scope or duration of the Interim Services and Deliverables, provided that [COMPANY NAME] agrees and that the Fees and, as the case may be, the expenses payable to [COMPANY NAME] hereunder by reason of such addition, reduction or modification shall be adjusted accordingly. FEES AND TAXES Subject to the fulfilment, by [COMPANY NAME], of its obligations hereunder, each Client will pay [COMPANY NAME], for the provision of the Interim Services and Deliverables that it received from [COMPANY NAME], fees based on [COMPANY NAME]'s standard hourly rates (the "Fees"), which Fees shall include all incidental administrative expenses, facilities, materials, equipment and manpower generally required to provide the Interim Services and Deliverables, unless otherwise approved in writing by such Client. The Parties agree that the Fees charged to [SPECIFY] for Interim Services and Deliverables shall not exceed the amount of [AMOUNT] without the prior written consent of [SPECIFY] Reasonable travel and travel-related expenses shall be reimbursed by the Client in addition to the Fees, subject to the prior approval by such Client, which shall not be unreasonably withheld. These expenses shall be identified and itemized separately on each invoice. Travel time to and from a destination or work location is [COMPANY NAME]'s responsibility and shall not be charged to the Client. In the event where the Parties reach a final accord in the form of a Definitive Agreement on or before the Target Date (as the same may be extended by mutual agreement of the Parties), it is agreed that all Fees paid hereunder to [COMPANY NAME] shall be applied as a credit to [YOUR COMPANY NAME] against any sums due or to be due under the Definitive Agreement. It is also understood that the final rates and/or financial arrangement agreed to by both parties in the Definitive Agreement and its supporting Appendices and Attachments may well be different from that initially billed under this LOA. Should it be the case, [COMPANY NAME] will adjust retroactively all bills issued under this LOA and [COMPANY NAME] and Clients will adjust payments accordingly, in line with the Definitive Agreement once it is in place. [COMPANY NAME] shall invoice each Client for the Fees and authorized expenses, if any, incurred by such Client, biweekly in accordance herewith. Payment of undisputed amounts shall be made within [NUMBER] days following receipt, by the Client, of a correct invoice. [COMPANY NAME] shall maintain detailed records that shall document [COMPANY NAME]'s performance of services under this LOA, approved expenses and other information which may be required from time to time in a format acceptable to [YOUR COMPANY NAME] and the Client, acting reasonably. Upon request, [COMPANY NAME] shall provide [YOUR COMPANY NAME] and the Client with these detailed records. Taxes, where applicable, shall be paid by the Client in addition to any Fees listed above. All amounts specified in this Agreement will be payable in [COUNTRY], and all references to [SPECIFY CURRENCY TYPE] amounts herein are to [COUNTRY]. CONFIDENTIALITY
