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AQTIS Professional Services Contract

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AQTIS Professional Services Contract

This Professional Services Contract (the Agreement) is entered into as of Effective Date: by and between AQTIS (Provider): whose principal place of business is , and Client Name: whose principal place of business is .

RECITALS

WHEREAS, Provider is in the business of providing professional services in the field of technical consulting, software development, systems integration, and related advisory services; and

WHEREAS, Client desires to engage Provider to perform the services described in this Agreement and Provider is willing to perform such services on the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to such services and deliverables.

NOW, THEREFORE

In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SERVICES

Provider shall perform the professional services and tasks described in the Statement of Work below (the Services). Provider shall perform the Services in a diligent, workmanlike manner consistent with industry standards.

2. DELIVERABLES AND ACCEPTANCE

Provider shall deliver to Client the deliverables set forth in the Statement of Work (Deliverables). Deliverables shall be subject to Client acceptance testing for a period of thirty (30) days following delivery. Acceptance shall not be unreasonably withheld.

3. TERM

The term of this Agreement shall commence on Term Start Date: and continue until Term End Date: unless earlier terminated in accordance with this Agreement.

4. FEES AND PAYMENT

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

Unless otherwise set forth in the Statement of Work, Provider shall invoice Client and Client shall pay invoiced amounts within the period set forth in Payment Terms. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. EXPENSES

Client shall reimburse Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the performance of Services. Reimbursable expenses shall be supported by receipts and reimbursed in accordance with Provider's expense policy as agreed in writing.

6. CHANGE ORDERS

Any change to the scope, schedule, deliverables, or fees shall be made only by written change order signed by authorized representatives of both parties. Provider shall not be required to perform work outside the agreed scope without an executed change order.

7. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is marked confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold the other party's Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose such Confidential Information to third parties except as permitted herein; and (c) use such Confidential Information only to perform its obligations under this Agreement. Confidential Information does not include information that is publicly known through no fault of the receiving party, independently developed without use of the disclosing party's Confidential Information, or rightfully received from a third party without restriction.

8. INTELLECTUAL PROPERTY

Except as expressly set forth below, Provider retains all right, title and interest in Provider's pre-existing technology, tools, methodologies, and other intellectual property ("Provider Background IP"). Subject to full payment by Client, Provider hereby assigns to Client all right, title and interest in and to the deliverables specifically created for Client under this Agreement as work made for hire. To the extent any deliverables cannot be assigned as work made for hire, Provider hereby assigns all right, title and interest in such deliverables upon payment in full. Provider grants Client a perpetual, worldwide, non-exclusive license to use Provider Background IP to the extent embedded within the deliverables, but Provider retains all other rights in Provider Background IP.

9. WARRANTIES; DISCLAIMER

Provider represents that it will perform Services in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. Provider's indemnification obligation with respect to infringement claims shall be conditioned on Client's prompt notification, sole control of the defense and settlement, and reasonable cooperation by Client.

11. INSURANCE

During the term of this Agreement Provider shall maintain insurance coverage customary for the Services performed, including commercial general liability and professional liability/errors and omissions insurance in commercially reasonable amounts.

12. LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13. INDEPENDENT CONTRACTOR

Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Provider is solely responsible for all taxes, withholdings, insurance, and benefits for its personnel.

14. SUBCONTRACTING

Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for performance of the Services and compliance with this Agreement. Provider shall obtain confidentiality and IP assignment protections from subcontractors consistent with this Agreement.

15. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations, and governmental orders in the performance of its obligations under this Agreement. Provider shall obtain and maintain all permits, licenses, and approvals necessary to perform the Services.

16. DISPUTE RESOLUTION

The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration administered by a neutral arbitrator, unless the parties mutually agree in writing to pursue litigation. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

17. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify by notice. Notices shall be deemed given upon personal delivery, one (1) business day after delivery to an overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

18. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

19. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of State of , without regard to its conflicts of law principles.

20. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including the Statement of Work and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The parties have executed this Agreement through their duly authorized representatives as of the Effective Date first written above.

AQTIS (Provider) Printed Name:

By:

Date:

Client Printed Name:

By:

Date:

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What the AQTIS Professional Services Contract Is

The AQTIS Professional Services Contract is a written agreement that defines the relationship between a professional services provider and a client. It sets the scope of work, deliverables, milestones, payment terms, expenses, intellectual property rights, confidentiality obligations, warranties, liability caps, termination mechanics, and governing law. The contract is typically used for consulting, technical, or advisory engagements and may include exhibits such as a statement of work, payment schedule, and acceptance criteria. Electronic execution under the ESIGN Act (15 U.S.C. ch. 96) and state UETA regimes is generally acceptable when the parties demonstrate intent, consent, attribution, and reliable record retention.

Why a Clear Professional Services Contract Matters

A well-drafted AQTIS Professional Services Contract reduces ambiguity about responsibilities, protects intellectual property, defines payment and dispute-resolution processes, and provides a clear termination path. Clarity at contracting reduces later disputes and supports consistent billing and acceptance procedures.

Why a Clear Professional Services Contract Matters

Who Typically Uses the AQTIS Professional Services Contract

Organizations and independent providers use this contract to set expectations and manage risk before work begins.

  • Service providers offering consulting, software, or technical services who need to define deliverables and IP ownership.
  • Hiring organizations (procurement, project managers) that require vendor obligations, acceptance criteria, and payment terms.
  • Legal or finance teams that must ensure compliance, tax reporting, and enforceable dispute-resolution clauses.

The contract is useful for procurement, legal review, accounting records, and project managers who track deliverables and payments.

Core Components to Include in the AQTIS Professional Services Contract

The contract should be modular and include clauses that make performance, payment, and liability clear. A consistent structure simplifies review and execution.

Scope of Work

Define tasks, deliverables, acceptance criteria, and any excluded services so parties share the same expectations and measurement points.

Deliverables & Milestones

List deliverables, delivery dates, milestone-based payments, and acceptance testing procedures to link payment to objective completion.

Payment & Expenses

State fees, billing intervals, invoicing procedures, expense reimbursement rules, and the payment term (e.g., Net 30) to avoid disputes.

Intellectual Property

Clarify ownership of pre-existing IP, work-for-hire provisions, licenses granted, and any required assignment of deliverable-related IP.

Confidentiality

Specify confidential information, permitted disclosures, duration of obligations, and exceptions such as compelled disclosure.

Liability & Indemnity

Limitations of liability, indemnification scope, insurance requirements, and remedies for breach to allocate commercial risk.

Step-by-Step: Filling and Executing the Contract

Follow a standard sequence to prepare, approve, and execute the contract to reduce rework and ensure auditability.

  • 01
    Prepare Document: Draft or load the template and attach the Statement of Work.
  • 02
    Populate Fields: Complete names, dates, prices, milestones, and exhibits accurately.
  • 03
    Internal Approvals: Obtain required signoffs from legal, procurement, and finance before sending.
  • 04
    Execute & Record: Collect signatures, save final executed copy, and distribute to stakeholders.

Amendment and Revision Workflow

Use a controlled amendment process for changes to scope, fees, or timelines to preserve contract integrity and traceability.

01

Initiate Change:

Document the requested amendment and reason.
02

Assess Impact:

Review cost, schedule, and contractual risk.
03

Draft Amendment:

Prepare a succinct amendment with effective date.
04

Obtain Approvals:

Get internal and counterparty sign-off as required.
05

Execute Amendment:

Collect signatures and date the amendment.
06

Archive Updated Version:

Replace prior active document in records with version control.

Configuring an Online Signing Workflow

Set up role-based fields, signer order, and authentication to match internal controls and the contract's risk profile.

Field Configuration
Authentication Email link, SMS code, or advanced signer verification
Conditional Fields Show or hide clauses based on role or checkbox answers
Reminders Auto-notify signers at configured intervals until completion
Template Naming Use standard naming convention for auditability and reuse

Distribution Channels and Platform Requirements

Choose methods that meet your authentication and recordkeeping needs before sending the contract.

  • Integrations: Salesforce, NetSuite, Microsoft 365 supported
  • File Formats: PDF, DOCX, HTML accepted
  • Authentication: Email, SMS, KBA, or enterprise SSO

Where to Send or File the Executed Contract

Routing depends on the organization: legal retains a copy, accounting processes invoices, and the project team tracks milestones.

  • To the Client: Deliver executed copy to the client's contract administrator.
  • Internal Legal: Store for compliance review and potential disputes.
  • Accounting: Attach final agreement to vendor record and invoice workflow.
  • Document Repository: Archive in secure cloud storage with access controls.

Common Deadlines and Timing Expectations

Define and track time-critical dates in the contract so parties understand payment, renewal, and acceptance timing.

Effective Date:

Date when contractual obligations begin (MM/DD/YYYY).

Payment Due:

Specify terms (e.g., Net 30 from invoice date).

Milestone Acceptance:

Client has defined period (e.g., 10 business days) to accept deliverables.

Renewal Notice:

Require notice period (e.g., 30–60 days) for automatic renewals.

Record Retention:

Retain executed copies per retention policy and legal requirements.

Key Contract Milestones from Negotiation to Closeout

Track a small set of milestones to monitor progress and link payments to measurable events in the engagement lifecycle.

01

Negotiation Complete

Parties finalize terms and signoff checklist completed.

02

Execution

All parties sign and date the agreement.

03

Project Start

Work begins per the effective date or kickoff meeting.

04

Final Acceptance

Client confirms deliverables; final payment released.

Common Preparation Mistakes to Avoid

  • Using vague scope language that invites scope creep and billing disputes.
  • Failing to list deliverable acceptance criteria, which delays milestone payments and project closeout.
  • Omitting required signatures or using incorrect signer authority, making the contract voidable or unenforceable.
  • Neglecting tax or withholding clauses, which can trigger backup withholding or reporting errors.

Risks and Consequences of an Incorrect Contract

Breach Damages: Monetary liability for nonperformance.
Termination Costs: Early termination fees or lost revenue.
Indemnity Exposure: Obligation to cover third-party claims.
Tax Withholding: Backup withholding 24% for missing TINs.
HIPAA Penalties: Fines and corrective action for PHI mishandling.
Reputational Harm: Client relationship and market trust damage.

Pricing and Feature Snapshot for eSignature Providers

High-level pricing and capability differences among common eSignature providers. signNow is listed first as the reference column.

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 Varies Varies Varies
Bulk Send Yes Yes Yes Yes Yes
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Real-World Examples of Contract Use

Organizations use electronic signing and templates to standardize agreements, speed execution, and maintain compliance.

Optica Ventures

Optica streamlined signature collection across investors and partners using standardized contracts.

  • The interface reduced turnaround times.
  • The approach helped maintain consistent documentation and reduced administrative overhead while preserving a clear audit trail for investor relations.

Tech Data

Tech Data centralized contract processes across departments for faster internal approvals.

  • Integration improved routing and tracking.
  • Centralization shortened approval cycles, enhanced visibility for finance, and reduced days-to-execution for recurring vendor engagements.

Who Signs and Approves These Contracts

COO

The COO or authorized executive signs on behalf of service providers to bind business obligations, ensure deliverable performance commitments, and accept financial terms.

Procurement Manager

Procurement or a contracting officer signs for the client organization, confirming budget approval, vendor onboarding checks, and acceptance conditions.

Security and Compliance Controls to Look For

In Transit: TLS 1.2/1.3 encryption
At Rest: AES-256 encryption
Certifications: SOC 2 Type II; ISO 27001
Privacy Laws: GDPR and CCPA compliance
Regulated Needs: HIPAA support with BAA available
Audit Trail: Tamper-evident logs and timestamps

FAQs and Troubleshooting

Answers to frequent questions about completing, executing, and storing the AQTIS Professional Services Contract.


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