AI Risk & Compliance Review
Automated contract risk analysis powered by AI
Overall Risk Score
8
Flagged Clauses
2
High Risk
3
Medium Risk
3
Low Risk
3
Compliance Issues
PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Agreement") is entered into as of January 15, 2026, between Acme Technologies Inc. ("Client") and Nexus Solutions LLC ("Service Provider").
1. SCOPE OF SERVICES Service Provider agrees to provide software development, consulting, and related professional services as described in the Statement of Work attached hereto as Exhibit A ("Services"). Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.
2. LIABILITY Service Provider shall be liable for all damages, losses, and expenses of any kind arising from performance of Services, without limitation.
3. PAYMENT Client agrees to pay Service Provider the fees set forth in Exhibit A. All fees are non-refundable upon commencement of Services.
4. INDEMNIFICATION Client shall indemnify, defend, and hold harmless Service Provider from and against any and all claims, damages, losses, costs, and expenses without limitation or carve-outs.
5. REPRESENTATIONS AND WARRANTIES Each party represents and warrants that it has full power and authority to enter into this Agreement and that the execution and performance of this Agreement does not violate any other agreement to which it is a party.
6. DATA PROCESSING Service Provider may process, store, and use Client data for any purpose including product improvement, analytics, and third-party sharing at Service Provider's discretion.
7. SECURITY Service Provider shall implement and maintain reasonable technical and organizational security measures to protect Client data against unauthorized access, disclosure, or destruction.
8. INTELLECTUAL PROPERTY Intellectual property created during the engagement may be jointly owned or retained by Service Provider depending on the nature of the deliverable.
9. TERM This Agreement shall commence on the Effective Date and continue for a period of twelve (12) months unless earlier terminated in accordance with the provisions hereof.
10. TERMINATION Service Provider reserves the right to terminate this Agreement immediately and without prior notice at its sole discretion.
11. FORCE MAJEURE Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by circumstances beyond such party's reasonable control.
12. GOVERNING LAW This Agreement shall be governed by the laws of the jurisdiction most favorable to Service Provider as determined by Service Provider at the time of any dispute.
13. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, and negotiations.
14. PAYMENT TERMS Payment shall be made within a reasonable time after receipt of invoice, subject to Service Provider's satisfaction with the payment method.
15. AMENDMENTS This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both parties.
16. CONFIDENTIALITY Confidentiality obligations shall not apply to information that Service Provider deems to be in the public domain or generally known in the industry.
17. NOTICES All notices under this Agreement shall be in writing and delivered by certified mail, overnight courier, or email with confirmation of receipt to the addresses set forth on the signature page.
Data Processing Consent
Clause 6 lacks explicit consent mechanism required under GDPR Art. 6
Right to Erasure
No data deletion provisions found
Data Breach Notification
Security clause covers breach notification
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