Can this agreement be signed electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.

When is notarization required?

Notarization is not typically required for commercial contracts, but certain instruments or state-specific filings may require notarization or witnesses; check state rules and contract language.

What if the signer name differs from entity records?

Use the exact legal entity name and have an authorized officer sign with title. Mismatched names can create enforceability issues and delay payments.

Are electronic signatures secure enough for HIPAA data?

Yes if the platform supports a BAA, encryption in transit and at rest, and adequate audit trails; HIPAA requires a BAA and safeguards for protected health information.

How long should I keep the executed agreement?

Retain the executed agreement for the contract term plus at least 3 years; follow industry rules such as IRS (3 years) or HIPAA (6 years) for specific longer retention.

What if a party refuses to sign electronically?

Provide a paper alternative for parties that do not consent to electronic records, document the refusal, and obtain a wet-ink signature if required by policy or law.

Electronic Signature
Templates
Miscellaneous
Business Client Agreement

Business Client Agreement

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

BUSINESS CLIENT AGREEMENT

This Business Client Agreement ("Agreement") is made effective as of by and between the parties identified below.

PARTIES

Service Provider (Name) Service Provider (Address) Client Name Client Address

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services and has the expertise and capacity to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services for a project known as and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement.

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

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner. Services shall include all tasks reasonably necessary to accomplish the deliverables.

Detailed Scope of Work

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. Unless otherwise stated, all amounts are in lawful currency and do not include taxes which shall be the responsibility of the party required by law to pay them.

Total Contract Amount Deposit / Upfront Payment (if any) Billing and Payment Schedule

Late payments shall incur interest at a rate of % per month (or the maximum rate permitted by applicable law), calculated monthly on the unpaid balance, plus any costs of collection including reasonable attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for 15 days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as expressly permitted by this Agreement or required by law. Confidentiality obligations shall survive termination of this Agreement for years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of all intellectual property rights in materials created prior to and independently of this Agreement. Subject to Client's payment in full of all fees due, Service Provider assigns to Client all right, title and interest in deliverables created specifically for Client under this Agreement. Service Provider may retain copies of deliverables for internal recordkeeping and portfolio purposes provided no Confidential Information of Client is disclosed.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

MISCELLANEOUS

Amendment: This Agreement may be amended only by a written document signed by both parties. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets. Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Any notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

Service Provider (Print Name):

By:

Date:

Client (Print Name):

By:

Date:

What the Business Client Agreement Is

A Business Client Agreement is a written contract that sets the terms between a service provider and a business client, covering scope of services, fees, deliverables, timelines, confidentiality, and dispute resolution. It creates enforceable rights and obligations when signed by authorized representatives and is commonly used for vendor engagements, consulting, software licensing, and professional services. The agreement should be clear about parties, effective date, payment terms, termination rights, and governing law to reduce ambiguity and support enforcement if disputes arise.

Why a Clear Agreement Matters for Your Business

A precise Business Client Agreement reduces legal and commercial risk by setting expectations for performance, payment, liability limits, and dispute resolution. Properly drafted agreements also enable enforceability under the ESIGN Act (15 U.S.C. ch. 96, 2000) and UETA (1999) when executed electronically, while specifying governing state law assists in resolving jurisdictional questions.

Who Typically Uses a Business Client Agreement

Different organizations use this agreement to formalize client engagements and protect commercial interests.

Small and medium professional services firms executing recurring client work with defined deliverables.
In-house procurement and legal teams at mid-market companies managing vendor relationships and SLAs.
Freelancers and independent consultants documenting scope, payment terms, and IP assignments.

Use this agreement whenever you need a written record of obligations, fees, and remedies to reduce disputes and clarify expectations.

Step-by-Step: How to Complete the Business Client Agreement

Complete the agreement in a logical sequence to avoid rework and ensure every party signs the same final version.

01

Prepare Draft: Assemble scope, fees, timelines, and exhibits before populating the form.
02

Verify Parties: Confirm legal entity names and authorized signatories for each party.
03

Add Dates: Set the effective date and milestone dates consistently across the document.
04

Execute: Collect signatures from authorized representatives and record the executed copy.

Configuring an Online Signing Workflow

Set up the digital workflow to match your business process and required authentication level.

Field	Configuration
Signer Order	Specify sequential or parallel signing behavior.
Authentication Method	Use email link, SMS code, or KBA where higher assurance is required.
Required Fields	Mark signature, date, and initials as required fields to prevent incomplete signing.
Completion Notifications	Enable notifications for sender and signers on finalization.

Typical Electronic Signing Flow for This Agreement

Understanding the digital signing sequence helps avoid authentication gaps and ensures a complete audit trail.

Upload Document: Add the final PDF or DOCX of the agreement.
Place Fields: Insert signature, date, and conditional fields where needed.
Invite Signers: Send signer emails or generate a secure signing link.
Capture Audit Trail: Record timestamps, IP addresses, and authentication events.

Essential Clauses to Include in a Professional Agreement

These six components form the backbone of a business engagement contract and clarify commercial expectations and legal protections.

Services

Describe deliverables, acceptance criteria, and scope boundaries so both parties understand exactly what will be provided and what is excluded.

Fees

State pricing structure, invoicing cadence, reimbursable expenses, and late payment remedies to reduce billing disputes.

Term and Termination

Specify the contract duration, renewal terms, and termination rights including cure periods and consequences for early termination.

Confidentiality

Define protected information, permitted disclosures, duration of confidentiality obligations, and remedies for breaches.

Liability and Indemnity

Limit liability where appropriate and outline indemnification obligations for third-party claims and breaches of representations.

IP and Deliverables

Clarify ownership of work product, background IP rights, and any license grants or assignments necessary to operate the delivered solution.

Security and Compliance Considerations

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit Trail: Time-stamped logs and signer metadata

HIPAA: BAA available for protected health information

Regulatory: ESIGN and UETA compliant

Certifications: SOC 2 Type II and ISO 27001

Accessibility: WCAG 2.0 Level AA support

Common Preparation Mistakes to Avoid

Using informal party names instead of legal entity names, which can create ambiguity about who is obligated under the contract and complicate enforcement.
Leaving scope or deliverable descriptions vague, which often leads to disputes about acceptance criteria and additional fees during performance.
Failing to confirm an authorized signer, causing delays or invalid execution when a non-authorized employee signs on behalf of an entity.
Skipping explicit payment terms or invoicing schedules, which increases the risk of late payment and collections disputes.

Business and Legal Risks from Incorrect Agreements

Enforceability Risk: Improper signature authority may void obligations

Tax Exposure: Missing payment records complicate IRS audits (IRC §6501(a))

Contract Claims: Vague scope increases breach claims and litigation

Regulatory Fines: HIPAA violations carry civil penalties

I-9 Violations: Recordkeeping failures trigger DHS fines (8 CFR §274a.2)

Penalty Statute: IRS info return penalties under IRC §6721

Key Timing and Deadlines to Track

Certain administrative dates and statutory retention triggers affect obligations and evidence preservation for the agreement.

Effective Date Entry:

Set the agreed effective date consistently across all signature blocks and exhibits

Invoice and Payment Terms:

Track invoice due dates per contract (example: Net 30 from invoice date)

Tax Recordkeeping Deadline:

Retain payment records relevant to tax filings for at least 3 years (IRC §6501(a))

I-9 Retention:

Keep I-9s for three years after hire or one year after termination, whichever later (8 CFR §274a.2)

Contract Renewal Notices:

Calendar renewal or notice periods to avoid unintended auto-renewal

Technical Distribution and Platform Requirements

Choose a platform that supports required authentication, integrations, and export formats for your workflow.

Integrations: Supports Salesforce, NetSuite, Microsoft 365, Google Workspace
File Formats: Accepts PDF, DOCX, and exports to Excel or HTML
Authentication: Use email, SMS, or advanced signer authentication as required

Ensure the platform provides secure storage, audit trails, and the compliance certifications your industry requires before selecting a plan.

eSignature Pricing and Feature Comparison

Compare entry-level pricing and core features across eSignature providers; signNow is listed first per vendor ordering rules.

	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 promotion	Varies by promotion	Limited trial	Limited trial
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 the Business Client Agreement

Answers to common execution, signature, and compliance questions that arise when preparing or eSigning a Business Client Agreement.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.
When is notarization required?
Notarization is not typically required for commercial contracts, but certain instruments or state-specific filings may require notarization or witnesses; check state rules and contract language.
What if the signer name differs from entity records?
Use the exact legal entity name and have an authorized officer sign with title. Mismatched names can create enforceability issues and delay payments.
Are electronic signatures secure enough for HIPAA data?
Yes if the platform supports a BAA, encryption in transit and at rest, and adequate audit trails; HIPAA requires a BAA and safeguards for protected health information.
How long should I keep the executed agreement?
Retain the executed agreement for the contract term plus at least 3 years; follow industry rules such as IRS (3 years) or HIPAA (6 years) for specific longer retention.
What if a party refuses to sign electronically?
Provide a paper alternative for parties that do not consent to electronic records, document the refusal, and obtain a wet-ink signature if required by policy or law.

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