If your deal includes both software and services, it's not always obvious which agreement type to use. The right choice depends on which component is primary and how you want to structure delivery and payment.
Use a CSA when software is the primary product
The Cloud Software Agreement includes an optional Professional Services section designed for services that play a supporting role - onboarding, implementation, training, or other scoped work delivered alongside the software. This is the right choice when:
Software is the main thing you're selling, with services in a supporting role
Services are time-limited and scoped upfront, not ongoing
You want a single agreement covering both components
Use a PSA when services are the primary engagement
A Professional Services Agreement is the better fit when your client is primarily buying your time and expertise, and software is secondary or bundled into the engagement. Choose a PSA when:
Services are the core of the deal and software is incidental or bundled
You need milestone-based delivery, statement of work structure, or time-and-materials billing
The engagement is primarily a services relationship that happens to include a tool
Use two separate agreements when scope warrants it
Some deals are large or complex enough that a single agreement doesn't fit cleanly. Consider using a CSA and a PSA side by side when:
You have a long-term SaaS subscription alongside a standalone implementation project with its own timeline and payment terms
Your counterparty's procurement team handles software and services contracts separately
You have an existing independent contractor or services relationship that needs its own document separate from the new software engagement
NOTE: If you already have an independent contractor agreement in place and are adding a software engagement, you generally don't need to modify the existing IC agreement. Create a new CSA for the software relationship. If the new engagement is replacing the IC relationship, the IC agreement may need to be terminated separately.
Quick decision guide
Situation | Recommended approach |
SaaS product with onboarding or implementation included | CSA with the Professional Services section |
SaaS product with a substantial, separately scoped implementation project | CSA for software + PSA for the project |
Services engagement with software bundled or incidental | PSA |
Ongoing hourly or retainer-based services alongside a software subscription | CSA for software + PSA for services |
Existing IC/contractor agreement + new software deal | New CSA; IC agreement stays separate |