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Additional Services Contract

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ADDITIONAL SERVICES CONTRACT

This Additional Services Contract ("Contract") is entered into as of by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, the parties previously entered into a services agreement dated ("Original Agreement"), pursuant to which Service Provider performed certain services for Client; and

WHEREAS, Client requires additional services beyond the scope of the Original Agreement as described herein; and

WHEREAS, Service Provider is willing to perform such additional services on the terms and conditions set forth in this Contract.

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Contract, the following terms shall have the meanings set forth below: "Additional Services" means the services described in Section 2; "Work Product" means all tangible and intangible deliverables resulting from the Additional Services; "Business Day" means any day other than a Saturday, Sunday or statutory holiday in the state selected in Section 13.

2. SCOPE OF ADDITIONAL SERVICES

Service Provider shall perform the Additional Services described below. The Additional Services shall be performed in a professional and workmanlike manner consistent with industry standards.

3. TERM

The term of this Contract begins on the Effective Date and shall continue until the earlier of completion of the Additional Services or termination pursuant to Section 9. Unless otherwise agreed in writing, Service Provider shall use commercially reasonable efforts to complete the Additional Services by .

4. COMPENSATION; PAYMENT

Client shall pay Service Provider the fees set forth below for the Additional Services. Fees are exclusive of taxes and reimbursable expenses unless otherwise stated.

Unless otherwise agreed, Service Provider shall submit invoices monthly, and Client shall pay all undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CHANGES AND CHANGE ORDERS

Any change to the scope of Additional Services shall be documented in a written change order executed by authorized representatives of both parties and shall include any adjustments to fees, schedule, and deliverables. Service Provider shall not be required to perform work outside the scope unless such change order is executed.

6. EXPENSES

Client shall reimburse reasonable, preapproved out-of-pocket expenses incurred by Service Provider in connection with the Additional Services upon receipt of documentation. Expenses not preapproved by Client shall be the responsibility of Service Provider.

7. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any Confidential Information of the other party except as required by law or with the other party's prior written consent. Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving party.

8. INTELLECTUAL PROPERTY

Unless otherwise agreed in a written exhibit, Work Product created specifically for Client in the performance of the Additional Services shall be the exclusive property of Client upon full payment. Service Provider hereby assigns and agrees to assign all right, title and interest in such Work Product to Client. Service Provider retains ownership of its preexisting materials and tools, and grants Client a nonexclusive, nontransferable license to any such preexisting materials incorporated into the Work Product solely to the extent necessary for Client's use of the Work Product.

9. TERMINATION

Either party may terminate this Contract for convenience upon thirty (30) days' prior written notice. Either party may terminate for cause if the other party materially breaches this Contract and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all Additional Services performed and expenses incurred through the effective date of termination.

10. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence or willful misconduct in performing its obligations under this Contract.

11. LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct, gross negligence, or breach of confidentiality or indemnity obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and each party's aggregate liability under this Contract shall not exceed the total fees paid to Service Provider for the Additional Services giving rise to the claim.

12. INSURANCE

Service Provider shall maintain insurance coverage customary for the industry and appropriate to the scope of the Additional Services, including commercial general liability and, where applicable, professional liability insurance. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

13. NOTICES

All notices required or permitted under this Contract shall be in writing and shall be delivered to the party's address set forth below, by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier. Notices are effective upon receipt.

14. GOVERNING LAW; VENUE

This Contract shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Contract.

15. MISCELLANEOUS

Entire Agreement: This Contract, together with the Original Agreement to the extent expressly incorporated herein and any executed change orders, constitutes the entire agreement between the parties regarding the Additional Services and supersedes all prior agreements and understandings relating to the subject matter hereof.

Severability: If any provision of this Contract is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Amendments and Waiver: No amendment or waiver of any provision of this Contract shall be effective unless in writing and signed by authorized representatives of both parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

Counterparts: This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be binding for all purposes.

EXECUTION

The parties have executed this Contract as of the date first written above.

Client Printed Name:

By:

Date:

Service Provider Printed Name:

By:

Date:

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What an Additional Services Contract Covers

An Additional Services Contract is a supplemental agreement that defines extra work, fees, schedules, and responsibilities added to an existing primary contract. It clarifies scope changes, approval triggers, and payment terms so parties avoid ambiguity when new tasks arise. For electronic execution, these agreements are enforceable under the federal ESIGN Act (15 U.S.C. §7001) and state UETA statutes where adopted, provided the signing meets intent, consent, attribution, and retention requirements.

Why a Clear Supplemental Agreement Matters

A formal Additional Services Contract reduces disputes by documenting scope, pricing, timelines, and change-order mechanics. It allocates risk, creates billing triggers, supports compliance audits, and improves claim resolution compared with informal notices or verbal agreements.

Why a Clear Supplemental Agreement Matters

Who Typically Completes an Additional Services Contract

Use the contract whenever work, price, or schedule changes from the original agreement and parties require a written record to govern performance and payment.

  • General contractors and subcontractors managing scope increases during construction projects.
  • Service providers and vendors adding work outside the original engagement.
  • Corporate procurement and project managers documenting approved change orders.

Representative Signers and Roles

Project Manager — Contractor

A project manager initiates the additional services request, details the scope and schedule, and signs on behalf of the contractor with delegated authority from the contracting entity to bind the firm for change orders.

Office Manager — Service Provider

An office manager or authorized officer of a service provider reviews pricing, confirms resource availability, and countersigns the supplement to establish billing and delivery terms for the new services.

Core Elements to Include in the Contract

A professionally drafted Additional Services Contract contains clear, enforceable clauses that limit ambiguity and speed approvals.

Scope of Services

Describe specific tasks, locations, deliverables, and acceptance criteria so both parties have the same measurable expectations for the added work.

Compensation

State fixed fees or rates, invoicing schedule, payment terms, and whether retainers or milestone payments are required.

Change Orders

Define how future changes are proposed, approved, priced, and documented, including any emergency approvals or limits on verbal change orders.

Schedule and Deadlines

Include start and completion dates, dependencies with the base contract, and remedies for missed deadlines such as liquidated damages or extensions.

Warranties & Acceptance

Specify warranty period for work performed, criteria for acceptance, and steps for remedial action if deliverables fail acceptance tests.

Insurance & Indemnity

State required insurance coverage, indemnity obligations, and limits of liability that apply to the supplemental work.

Step-by-Step: Filling Out the Contract

Follow these steps to prepare and finalize an Additional Services Contract efficiently and accurately.

  • 01
    Draft the scope: Describe tasks, quantities, and deliverables in plain language.
  • 02
    Set pricing: Enter fees, taxes, and payment milestones clearly.
  • 03
    Confirm approvals: Identify approvers and attach required authorizations.
  • 04
    Execute and retain: Obtain signatures, distribute executed copies, and archive per retention rules.

Configuring an Online Approval Workflow

Key workflow settings help automate approvals and reduce manual errors when completing the contract online.

Field Configuration
Authentication Email link, SMS code, or stronger multi-factor authentication
Conditional Fields Show cost fields only when change-order checkbox is selected
Templates Create reusable templates with locked clauses to maintain consistency
Notifications Auto-email signers and record approvers on each status change

Where to Send, File, or Submit the Executed Contract

Routing executed documents to the right systems preserves auditability and supports downstream processes.

  • Client Records: Send signed copy to client legal or contract file for their records.
  • Project Management: Attach the executed supplement to the relevant project or task in PM software.
  • Accounting: Forward invoice triggers and signed agreement to accounts payable.
  • Document Repository: Store master copy in secure cloud storage with version control.

Technical Requirements for Secure eSigning and Submission

Verify platform compliance (ESIGN/UETA), encryption standards, and whether a business associate agreement is needed for HIPAA-covered contexts before reliance on electronic records.

  • Authentication Options: Email links, SMS codes, or advanced auth for higher assurance.
  • File Formats: Support for PDF and DOCX preserves layout and embedded fields.
  • Integrations: Connectors for CRM, ERP, and cloud storage simplify routing.

Security and Compliance Controls to Include

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest.
Audit Trail: Capture timestamps, IP, and signer actions.
HIPAA BAA: BAA required for protected health information.
Access Controls: Role-based access and password policies.
Retention: Tamper-evident storage and exportable records.
21 CFR Part 11: Required for FDA-regulated electronic records.

Common Preparation Errors to Avoid

  • Leaving scope vague or referencing 'work as needed' without measurable deliverables creates disputes about completion.
  • Failing to record approval authority leads to unauthorized change orders and payment delays.
  • Omitting precise pricing terms (units, taxes, reimbursables) causes invoicing disagreements and audit issues.
  • Not aligning effective dates and milestones with the base contract results in conflicting obligations and schedule gaps.

Legal and Financial Risks of an Incorrect Supplement

Breach Liability: Potential damages for unmet obligations.
Payment Disputes: Delayed or withheld payments due to unclear terms.
Tax Exposure: Incorrect reporting or missing TINs may trigger backup withholding or penalties.
Regulatory Noncompliance: HIPAA or 21 CFR violations where applicable.
Enforceability Risk: Unsigned or improperly executed supplements may be unenforceable.
Recordkeeping Penalties: Failure to retain records can hamper audits or regulatory reviews.

Key Dates and Processing Expectations

Track critical dates to ensure deliverables, invoices, and retention obligations align with the contract and applicable law.

Effective Date:

Date when supplemental obligations begin; use MM/DD/YYYY.

Service Start:

Actual commencement date for the added services.

Change Order Response:

Timeframe for accepting or rejecting proposed changes.

Invoice Due Date:

Net terms or milestone-triggered payment deadlines.

Retention Start:

When record retention periods begin for compliance purposes.

eSignature Vendor Comparison for Executing Additional Services Contracts

Compare basic plan features relevant to signing and storing supplemental contracts. signNow is listed first in the table per platform comparison guidance.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes (Premium) Yes Yes Yes Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA) Yes (BAA) Yes (BAA) No No

Frequently Asked Questions

Answers to common questions about executing, validating, and managing Additional Services Contracts.


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