Professional Services Contract

Generate a Professional Services Contract for the following engagement:

Service Provider: {{PROVIDER_NAME}}
Client: {{CLIENT_NAME}}
Service Type: {{SERVICE_TYPE}}
Engagement Scope: {{SCOPE}}
Fee Structure: {{FEE_STRUCTURE}}
Duration: {{DURATION}}

Create a comprehensive professional services contract including:

1. SCOPE OF SERVICES
- Description of services
- Specific deliverables
- Project phases
- Acceptance criteria
- Exclusions

2. PROJECT TIMELINE
- Start date
- Milestones
- Deliverable due dates
- Project completion
- Timeline modifications

3. PROFESSIONAL STANDARDS
- Standard of care
- Professional qualifications
- Licenses and certifications
- Industry standards
- Best practices

4. CLIENT RESPONSIBILITIES
- Information provision
- Access and cooperation
- Decision making
- Resource allocation
- Feedback timeliness

5. FEES AND EXPENSES
- Fee structure (fixed/hourly/value)
- Rate schedule
- Fee estimates
- Expense reimbursement
- Out-of-pocket costs

6. BILLING AND PAYMENT
- Invoice frequency
- Payment terms
- Late payment interest
- Disputed invoices
- Retainers

7. PERSONNEL
- Key personnel
- Substitution rights
- Background requirements
- Client approval

8. CONFIDENTIALITY
- Confidential information
- Non-disclosure
- Information security
- Professional privilege

9. INTELLECTUAL PROPERTY
- Deliverable ownership
- Pre-existing IP
- License grants
- Work product rights

10. INDEPENDENT CONTRACTOR
- Contractor status
- No employment relationship
- Tax responsibility
- Benefits exclusion

11. WARRANTIES
- Service warranty
- Professional competence
- Compliance with laws
- Non-infringement

12. LIMITATION OF LIABILITY
- Liability cap
- Consequential damages exclusion
- Professional liability
- Essential purpose

13. INSURANCE
- Professional liability insurance
- General liability
- Workers compensation
- Certificate requirements

14. TERMINATION
- Termination for convenience
- Termination for cause
- Effect on fees
- Transition services
- Deliverable handover

Include statement of work template and rate card.