Legal / Professional Services Agreement / Professional Services Standard Terms – What’s Changed

Professional Services Standard Terms – What’s Changed

Summary of updates:

Updated the document title to better align with the project-based, transactional usage.
Revised Affiliate definition to make party-agnostic.
Additional definition clarifications to align with static nature of policy documents during projects.
Added Services Data concept to address data security during a project
Narrowed PowerPlan’s rights to use Personal Data only in accordance with the DPA as a processor/service provider.
Added AI usage and guardrails to allow safe innovation, efficiency, and productivity gains in the performance of our services.
Added security controls to summarize data security in PowerPlan-controlled environments and transitional states during projects.
Added use restriction to expressly prohibit using PowerPlan’s IP to train other AI models.
Created elevated liability cap for privacy related data claims.

Summary of updates:

Simplified the rights, obligations, limitations, and restrictions of Authorized Vendors to match that of the Client to give Clients more flexibility and freedom in their selection and use of their preferred service providers.
Clarified ‘Client Data’ definition to delineate before and after Client’s financial data is loaded into the Software or processed or stored using the Software. (Before is covered under the Professional Services Agreement, whereas after is covered under the Software License Agreement or SaaS Agreement.)
Removed Data Analytics provision as it is not applicable.
Removed Publicity provisions.
Added language regarding validity of electronic signatures and counterparts.

Summary of updates:

Revised the Authorized Vendor and Personnel definitions to clarify that 1099 contractors are not intended to be construed as ‘Authorized Vendors’.
Added reference to PowerPlan’s Code of Conduct (maintained by PowerPlan’s parent company).
Updated the URL where PowerPlan’s DPA is currently posted.
Added definition for Software.
Specified different governing law and venue depending on where Client is domiciled.
Added ‘Version Updates’ provision to make clear that new versions of the Professional Services Agreement will only apply to subsequently executed SOWs.
Removed provision giving PowerPlan the right to audit Authorized Vendor directly/separately; updated audit provision to obligate Client to demonstrate Authorized Vendors’ compliance.
Added localized terms for Canadian customers.
Added government-specific terms for Government customers.