Can this agreement be signed electronically?

Yes. Electronic signatures meet the ESIGN Act standard (15 U.S.C. §7001) and UETA in most states when intent, consent, attribution, and retention are present.

When is notarization required?

Notarization is required when the document will be recorded or state law or the counterparty demands it; local recording offices set specific rules for acknowledgements.

What authentication strength is recommended?

Use email plus SMS or knowledge-based authentication for higher-risk transactions; stronger methods reduce dispute risk and support evidentiary weight.

How do I correct a signed agreement?

Prepare a written amendment or mutual rescission signed by all parties; avoid unilateral edits to executed originals, which can invalidate the record.

Who should keep the original executed copy?

Each party should retain a signed original or certified electronic copy; the closing agent or escrow often keeps the official record for filing and audit.

How long must I retain the agreement?

Retain per applicable federal and industry rules: minimum 3 years for tax records (IRC §6501(a)), 6 years for HIPAA-covered records (45 CFR §164.530(j)), longer if state law requires it.

Electronic Signature
Templates
Miscellaneous
Business Clean Agreement

Business Clean Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BUSINESS CLEAN AGREEMENT

This Business Clean Agreement (the "Agreement") is entered into between: Client Name: Client Address: and Contractor Name: Contractor Address: .

WHEREAS

WHEREAS, Client operates commercial premises and desires regular cleaning and maintenance services in accordance with the terms set forth in this Agreement; and

WHEREAS, Contractor is engaged in the business of providing commercial cleaning services and represents that Contractor has the skill, personnel, equipment, and insurance necessary to perform the services described herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

1. Scope of Work

Description of Services

Contractor shall perform the services described above at the Client premises during the hours and on the days agreed by the parties. Contractor shall provide all labor, supervision, materials (excluding those expressly stated as Client-provided), tools, and equipment necessary to perform the services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Total/Recurring Amount Payment Schedule / Invoicing Late Payment Fee (interest or flat fee)

Client shall pay invoiced amounts within the period stated on the invoice. Unpaid balances shall accrue the late fee specified above and Contractor may suspend services after providing written notice and opportunity to cure as set forth in Section 4. All payments are due in lawful currency of the United States unless otherwise agreed in writing.

3. Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Notice Period for Termination

Either party may terminate this Agreement for convenience upon providing the notice period specified above. Either party may terminate this Agreement immediately for material breach by the other party if the breaching party fails to cure the breach within 10 days after receipt of written notice specifying the breach. Upon termination, Client shall pay Contractor for all services performed through the effective date of termination and for any reasonable, documented costs incurred as a direct result of termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other party either orally or in writing that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, business records, pricing, client lists, security and access protocols, and proprietary processes.

Confidentiality Term (duration in years)

The receiving party shall use Confidential Information solely for performance of its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and are bound by obligations of confidentiality no less protective than those contained herein. The confidentiality obligations shall survive termination of this Agreement for the period specified above.

5. Insurance and Indemnification

Contractor represents that Contractor maintains commercial general liability insurance and workers' compensation insurance as required by law and will furnish certificates of insurance upon request. Contractor shall indemnify and hold harmless Client from and against claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts or omissions in the performance of services under this Agreement.

Contractor Insurance Confirmed

Contractor maintains required insurance

6. Governing Law

State Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

7. Entire Agreement

This Agreement, including any exhibits or attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

8. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a sale of substantially all of its assets or business related to this Agreement.

Contact Representatives

Client Representative Client Phone / Email Contractor Representative Contractor Phone / Email

Client Printed Name:

By:

Date:

Contractor Printed Name:

By:

Date:

What a Business Clean Agreement Is and when it’s used

A Business Clean Agreement is a written contract where a company represents its legal, financial, and title-related status as free from undisclosed liens, encumbrances, material misrepresentations, or unresolved liabilities. Parties use it during asset sales, mergers, lending, or due diligence to allocate risk and record specific disclosures. The agreement typically includes representations and warranties, a disclosure schedule, indemnities, and signature blocks. When executed correctly it helps streamline closing, document transfer, and post-closing remedies while creating an auditable record of the parties’ assurances and acceptance.

Why a clear Business Clean Agreement matters

A precise Business Clean Agreement reduces transaction risk, documents seller assurances, and creates contractual remedies for breaches, improving clarity for buyers, lenders, and counsel while supporting enforceability in disputes.

Typical users and stakeholders

The agreement is used by parties in transactions that require formal risk allocation and documented disclosures.

Business owners and sellers preparing to transfer assets or equity, needing standardized statements about liabilities and encumbrances.
Buyers, acquirers, and corporate counsel doing due diligence and seeking contractual warranties and indemnities.
Lenders and investors requiring clear representations as loan or investment conditions before funding.

Use by multiple stakeholders helps ensure uniform expectations and creates a single authoritative record for post-closing enforcement or remediation.

Core sections to include in a professional Business Clean Agreement

A complete agreement combines warranties, disclosures, indemnities, operational covenants, and execution details to create clear obligations and remedies for all parties.

Representations

Precise factual statements by the company about authority, capitalization, pending litigation, and material contracts that buyers will rely on during closing.

Disclosure Schedule

An exhibit listing known exceptions and specifics (liens, contracts, tax matters); it narrows the scope of general warranties and controls reliance.

No-Lien Warranty

A covenant that there are no undisclosed liens or encumbrances on specified assets, with defined remedies if a lien later appears.

Indemnity Clause

Detailed indemnification language allocating loss responsibility, claim procedures, caps, baskets, and survival periods for post-closing claims.

Execution Blocks

Signature lines, printed names, titles, dates, and notary acknowledgement or witness blocks where required by jurisdiction or counterparty policy.

Governing Law

Choice-of-law and dispute resolution provisions that determine which state law interprets the agreement and where claims will be heard.

Step-by-step completion checklist

Follow these sequential tasks to prepare, sign, and distribute a compliant Business Clean Agreement.

01

Prepare: Collect corporate documents, schedules, and payer information.
02

Populate Fields: Fill legal names, effective date, schedules, and consideration.
03

Review: Have counsel and stakeholders verify warranties and exceptions.
04

Execute: Sign, notarize if required, and distribute copies to parties.

Digital workflow settings to configure

Configure a stepwise digital workflow so each signer receives and completes required fields in order.

Field	Configuration
Signing Order	Sequential or parallel routing to control signer sequence.
Authentication	Email link, SMS code, or knowledge-based verification as required.
Conditional Fields	Show or hide clauses based on earlier answers or party type.
Audit Trail	Enable IP, timestamp, and action logging for evidentiary support.

Typical submission and recording flow

A common end-to-end flow ensures signatures, any notarization, distribution, and secure storage in sequence.

Upload Document: Add final agreement and disclosure schedules to the signing platform.
Assign Signers: Place signature, date, and initial fields for each party.
Authenticate: Require configured signer verification before signature.
Distribute Record: Send signed copies and retain audit logs for later reference.

Technical considerations for e-signing and e-submission

Ensure your platform supports secure authentication and tamper-evident signing before e-submitting legal agreements.

Signer Authentication: Email, SMS, KBA, or SSO options.
Document Formats: PDF, DOCX, and editable templates supported.
Integration: CRM and storage integrations for recordkeeping.

Use a platform that supports audit trails, secure storage, and integrations with systems such as Salesforce, NetSuite, Google Workspace, or Box to simplify distribution and retention workflows.

Essential data elements to include

Entity Name: Legal name

EIN or TIN: Tax identifier

Effective Date: MM/DD/YYYY

Disclosure Exhibit: Attachments listed

Signature Date: Signed date

Governing Law: State chosen

Common preparation pitfalls to avoid

Using trade or DBA names instead of the registered legal entity, which can complicate title searches and enforcement.
Leaving disclosure schedules incomplete or unclear, creating broad disputes over whether an issue was disclosed.
Failing to set survival periods for representations and indemnities, which can unintentionally shorten claim windows.
Omitting notarization or witness blocks when state law or the counterparty requires them, risking record rejection.

Legal and commercial risks of an incorrect agreement

Breach Liability: Contract damages and defense costs

Rescission Risk: Transaction unwind or reversal

Indemnity Exposure: Long-tail financial obligations

Lien Exposure: Unexpected creditor claims

Delay Costs: Financing or closing postponements

Record Rejection: County clerk refusal to record

Timing expectations and common deadlines

Build a calendar for signature, notarization, recording, and post-closing survival periods to avoid missed obligations.

Signature Window:

Obtain all signatures within the negotiated closing window.

Notarization Timing:

Notarize concurrently with signatures when required.

Recording Deadline:

Record documents per local county timing requirements.

Survival Periods:

Track warranty and indemnity survival dates post-closing.

Retention Start:

Retention begins on execution or final delivery date.

Typical eSignature vendor pricing and feature snapshot

Compare basic plans and common features when selecting an eSignature provider for executing Business Clean Agreements and maintaining audit records.

	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	No	No	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions about Business Clean Agreements

Answers to common execution, notarization, validity, and storage questions to reduce friction during preparation and closing.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures meet the ESIGN Act standard (15 U.S.C. §7001) and UETA in most states when intent, consent, attribution, and retention are present.
When is notarization required?
Notarization is required when the document will be recorded or state law or the counterparty demands it; local recording offices set specific rules for acknowledgements.
What authentication strength is recommended?
Use email plus SMS or knowledge-based authentication for higher-risk transactions; stronger methods reduce dispute risk and support evidentiary weight.
How do I correct a signed agreement?
Prepare a written amendment or mutual rescission signed by all parties; avoid unilateral edits to executed originals, which can invalidate the record.
Who should keep the original executed copy?
Each party should retain a signed original or certified electronic copy; the closing agent or escrow often keeps the official record for filing and audit.
How long must I retain the agreement?
Retain per applicable federal and industry rules: minimum 3 years for tax records (IRC §6501(a)), 6 years for HIPAA-covered records (45 CFR §164.530(j)), longer if state law requires it.

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