Just as a managed services agreement or “MSA” defines the contracted expectations between the business end-user and the ICT provider for the duration of the term of the agreement signed, a professional services agreement or “PSA” defines the contracted expectations between the end-user and the advisor for the same term. A well written PSA details the timely delivery of all pre-signature sales pitch promises. A handshake without a PSA is a promise without a guarantee.

An appropriate analogy to the PSA between an ICT advisor & end-user is the real estate listing agreement used between a residential property seller and a real estate broker whereas the seller understands the broker will incur costs for services rendered in attempting to sell the property for a specific time frame and will be compensated for said services and costs by the seller agreeing to pay the broker a commission from the proceeds of the property sale. Another similar document is a real estate closing statement that details how the proceeds of a financial transaction have been dispersed.

The following PSA template is owned and written by TA. Any professional TA member may use it as is or modify it for their own use so long as original attribution to TA is preserved. TA strongly advises members to review the PSA with their own legal counsel prior to using it. TA members without their own legal counsel are entitled to a special member-to-member rate from TA’s recommended attorney Ben Bronston at www.TelecomLawyer.net or 888-469-0579.

———————————————————————————————

ICT Professional Services Agreement by Telecom Association

This agreement documents the professional services to be rendered by ____________, a Technology Advisor (“Advisor”) to _____________ a business End-User customer (“Client”) for the purpose of engaging Advisor to provide the specific information & communications technology (“ICT”) managed services consulting to Client as defined below.

1. Term: This agreement shall begin on the date of signature and terminate after _____ months unless extended by mutual written agreement or canceled by either party after 90-days written notice.
2. Scope of Work (“SOW”): Advisor will provide consulting services and appropriate recurring periodic as defined below.
   – Current Invoice & Agreement Review: Advisor will review the following current ICT agreements and invoices and submit a written recommendations report
   – Prospective Agreements: Advisor will review specific ICT agreements in advance of Client signature and submit a written recommendations report
   – Monthly ICT Invoice Audit: Advisor will review the following monthly ICT invoices for accuracy and submit a written recommendations report
   – Roadmap Recommendations: Advisor will review Client’s current and future business technology systems and services and provide a roadmap recommendations report that shall be updated in writing quarterly
   – Emerging Technology Newsletter – Advisor shall provide Client with a monthly Emerging Technology Newsletter that showcases ICT solutions, vendors, reviews and case studies that are of interest to businesses similar to Client
3. Exclusivity: Client and Advisor understand and agree that this PSA and the listed SOW represents an (exclusive/non exclusive) arrangement.
4. Compensation: Client agrees to compensate Advisor during the term of this agreement as follows
   – One Time Initiation Fee: A one time fee of $_____ shall be paid on _______ to compensate the Advisor for Client startup costs
   – One Time Baseline Report Fee: A one time fee of $______ shall be paid on _______ to compensate the Advisor for writing Client’s initial baseline report which documents all the Advisors findings and recommendations regarding Client’s existing and/or considered ICT managed services.
   Monthly Consulting Fee: A monthly consulting fee of $______ shall be paid to compensate Advisor for services performed and reports rendered.
   – One Time End Fee: A one time fee of $_______ shall be paid 90-days prior to the end of this agreement to compensate the Advisor for Client turnover costs.
   – One Time Final Report Fee: A one time fee of $_______ shall be paid 90-days prior to the end of this agreement to compensate Advisor for Client turnover costs.
5. Vendor Endorsement & Financial Full Disclosure (“VEFD”) Statement: Advisor (shall/will) provide Client with a “Vendor Endorsement & Financial Full Disclosure Statement” as detailed in Appendix One with any ICT agreement that Advisor recommends Client sign.
6. Commission Offsets: Client agrees that Advisor shall offset onetime and monthly PSA fees with commissions received by Advisor from ICT providers for which a VEFD has been submitted by Advisor and accepted by Client
7. Commission Assignment: Advisor agrees to assign commissions due as detailed in the VEFD as directed by Client at the end of the agreement.
8. Code of Conduct: Advisor agrees to abide by Client’s written code of conduct with regards to providing benefits of any sort to Client’s employees, contractors or their family and friends in exchange for Client signing any ICT agreement which generates commission revenue or other benefits for Advisor.
9. Mutual Best Interests: Advisor and Client agree to professionally work in the best interest of the other so as to maximize the value this PSA delivers to both parties.

Appendix One: Vendor Endorsement & Financial Full Disclosure (“VEFD”) Statement

Prior to signing a managed services agreement (MSA) with a vendor that will invoice Client a monthly recurring charge (MRC), Client requests that this vendor endorsement and financial full disclosure statement be completed by the Advisor recommending that Client sign the vendor’s MSA.

1. Name & URL of Vendor:
2. Vendor POC & LinkedIn Profile Link:
3. Name & LinkedIn Link of Advisor:
4. Advisor’s Endorsement Statements:
   – Relationship Longevity: (How long has advisor known the recommended provider)
   – Solution Competence: (How does Advisor rate the provider’s competence to deliver services as contracted)
   – Competitive Comparisons: (How does the Advisor believe the recommended provider compares to other competitive providers)
   – Important One-Off Notes: (What one-offs does the Advisor believe the Client should know)
5. Estimated Taxes and Surcharges: (Since taxes and surcharges can vary widely, Advisor’s estimate of the expected monthly taxes & surcharges)
6. Financial Full Disclosure Statement:
   – Recurring Monthly Commission Estimate: (Advisor’s prediction of the commissions to be received from provider)
   – Referral Fees & Other Payments: (Advisor’s prediction of the referral fees & other payments to be received from provider)
   – Future Benefits Affirmation: (Advisor’s affirms they will disclose to Client in writing any future benefits to be received not known when VEFD submitted)