Professional Services Agreement Review Checklist Before You Sign

A founder about to sign their first UK consulting retainers is emailed a 16-page Professional Services Agreement plus a two-page statement of work. Name the chassis tonight, lock scope and the fee model, split background tools from named deliverable IP, write the key person, price termination for convenience and work in progress, then score the cap, indemnity, and non-solicit — and redline or walk.

In September 2026, Tomas — founder, first UK consulting retainers — gets a client PDF labelled Professional Services Agreement and a thin SOW — a statement of work, the job-specific exhibit — for a six-month advisory retainer. Two paragraphs of “advisory support.” T&M with no ceiling. All IP including pre-existing materials. Seven-day client-only termination for convenience, pay only for accepted work. A 24-month worldwide non-solicit. Kick-off is Monday. Typical mistake: treating their standard PSA as a freelance one-pager.

Paying the invoice does not move copyright. Sprintlaw UK (21 August 2026): the consultant who creates the work usually owns it unless the contract assigns it. In England and Wales the Copyright, Designs and Patents Act 1988 default is the same — payment is not an assignment. The GOV.UK DDaT IPR note (public-sector guidance, not Tomas’s private statute) adds: the right to use often matters more than the ownership label.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

Is this a PSA, a freelance one-pager, or staff-aug?

Name the paper before you hunt a clause. A professional services agreement is typically a finite, judgement-heavy consulting engagement. A freelance one-pager is a seller job with discrete deliverables. Staff-aug puts your people under the client’s day-to-day management. If the SOW is two paragraphs of advisory support, treat the PSA as a master that will govern later work.

Freeze the packet — the PSA, SOW, rate card and exhibits you will actually sign. Jonathan Lea (14 May 2026): English courts read the papers together. If a separate MSA — a master services agreement that later statements of work sit under — already exists, check which document wins. For example, a Cloud MSA with seats is the SaaS agreement red flags checklist. A freelance one-pager is freelance contract clauses to review before signing. A deliverable-acceptance fight is the statement of work review checklist. Do: write the chassis on the log. Do not: sign a master that will silently govern later SOWs.

How do you lock scope, T and M versus fixed fee, and expenses?

Lock what is in, what is out, and who supplies inputs before you argue about rate. Time and materials versus fixed fee is a risk allocation, not a cheaper price. Uncapped T&M is a blank cheque. A fixed fee without exclusions becomes change-order theatre. Write a not-to-exceed and an expense pre-approval threshold, or walk.

Strike “services as Client may request from time to time” — AnyContract (11 May 2026) flags that sentence as blank scope. Launch Day Advisors put a 20–40% risk margin inside many fixed fees (advisor opinion) and treat a 10–15% swing as a re-scope trigger. Ask for retainers in advance. Tie pay to delivery, not “satisfaction.” Do: attach a scope exhibit plus NTE. Do not: start Monday on uncapped T&M.

Who keeps the background tools, and which deliverable IP is named?

List what Tomas brings — frameworks, decks, scripts, checklists — as background intellectual property. Ownership stays with the consultant; the client gets a licence to use what is embedded. Name the foreground: this report, this model, this deck. Assignment should be present-tense and preferably on full payment, not a promise to sign a deed later.

GOV.UK vocabulary (guidance, not Tomas’s private rule): Background IP is work created before or independently of the contract; Foreground IP is created under it. Watch “including all pre-existing materials incorporated therein.” If the MSA assigns on payment and the SOW assigns on delivery, write the conflict down. In England and Wales, paying the invoice does not assign copyright under the Copyright, Designs and Patents Act 1988 default. Do: list background vs foreground and the assignment trigger. Do not: accept “we paid, so we own the tools.”

Who actually delivers — and can they swap the named person?

If the sale was a named partner, write that person down. A key-person clause stops a bait-and-switch from the partner who sold the work to a junior bench. Ban silent subcontracting. The contracting firm stays liable. A mid-project staff-change without consent is a High flag — a high-severity extract a human must open.

A ContractKen sample names the lead, asks for at least 60% of professional time, notice within 5 business days, and a client right to approve a replacement, cut fees 25%, or exit on 15 days. LegalFly (13 July 2026) treats free subcontract as the line to fix: require consent plus confidentiality and IP flow-down. Do: name the person and the substitute right. Do not: let “Consultant personnel” mean anyone.

What happens if they terminate for convenience mid-retainer?

Find every exit, not only the heading Termination. Check who holds termination for convenience, the notice, and the settlement: fees through the date, pro-rata of milestone work, non-cancellable costs, and unused retainer credited. Seven days on a six-month retainer is a High row. Do not start Monday if WIP — work in progress — ownership on exit is silent.

LegalFly’s buyer-side market ask is 15–30 days plus pay for services and expenses to the date. Vaquill treats the two numbers as notice (commonly 30 / 60 / 90 days) and settlement. Kill “payment only for accepted WIP” when acceptance is subjective. Say whether convenience kills one SOW or the PSA. Do: write notice plus WIP. Do not: treat a seven-day client-only exit as fair.

How do you score the cap, indemnity, and post-project non-solicit?

Compute the cap number. A fees-paid lookback can be tiny in month two. Ask whether indemnity sits inside that cap. Narrow a 24-month worldwide non-deal to people you actually worked with, for six to twelve months, and to solicit or approach — not deal with.

Cap maths is the MSA liability-cap review — one sentence. Indemnity direction sits on the indemnity checklist. In England and Wales a post-term restraint is void unless it protects a legitimate interest and is no wider than reasonably necessary. Ookulli puts enforced non-solicit periods often at 6–12 months. Tillman v Egon Zehnder Ltd [2019] UKSC 32: courts will not rewrite an over-wide covenant. Do: score the three risk lines. Do not: accept a 24-month worldwide non-deal dressed as a non-solicit.

Success bar: fill the one-page log — chassis, fee model plus NTE and expenses, background versus foreground plus assignment trigger, named key person, TFC plus WIP, cap / indemnity / non-solicit — then send four to six redlines or stop. Workflow: chassis → money → IP → person → TFC/WIP → tail risk → sign / redline / walk. After the log, Checkory can run a first-pass — a machine extract before anyone reads every page — on the same PDF.