Can this agreement be e-signed?

Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and UETA, electronic signatures are legally enforceable in most U.S. transactions. Exceptions exist for wills, certain court orders, and other specified documents; verify statutory exceptions before relying on e-signature alone.

Which signer authentication methods are appropriate?

Select authentication commensurate to risk: email link for low-risk contracts, SMS or SSO for moderate risk, and knowledge-based authentication or multi-factor for high-risk or regulated transactions. Document the method in the audit trail for evidentiary purposes.

Does this contract require notarization or witnesses?

Most Business Core Agreements do not require notarization. Notarization or witness requirements depend on state law and document content (e.g., deeds, powers of attorney). If notarization is requested, use RON or in-person notarization per state rules and retain records.

What are recommended retention periods and legal bases?

Retention depends on industry and law: keep tax-related records at least three years (IRC §6501(a)), HIPAA-related materials six years (45 CFR §164.530(j)), and consider seven years for commercial dispute risks. Confirm state variations for longer periods.

What happens if a signer lacks proper authority?

Unauthorized signatories can create voidable obligations; counterparties may seek ratification, signature validation, or rescission. Verify authority via corporate resolution, power of attorney, or officer certification before execution to reduce risk of post-signature disputes.

How should the agreement address HIPAA compliance?

If the agreement covers protected health information, include a Business Associate Agreement (BAA), specify permitted uses and disclosures, and require administrative, physical, and technical safeguards. Retain documentation to meet 45 CFR §164.530(j) recordkeeping and audit requirements.

Electronic Signature
Templates
Miscellaneous
Business Core Agreement

Business Core Agreement

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

BUSINESS CORE AGREEMENT

Parties and Effective Date

This Business Core Agreement ("Agreement") is made effective as of by and between:

Party A Name: Party A Entity Type:

Corporation LLC Sole Proprietor Other

Party A Address: Party B Name: Party B Entity Type:

Corporation LLC Sole Proprietor Other

Party B Address:

Recitals

WHEREAS, Party A is in the business of providing core business services, including but not limited to strategic planning, systems integration, and operational support, and represents that it has the personnel, expertise, and resources required to perform the services contemplated by this Agreement; and

WHEREAS, Party B desires to retain Party A to provide specified business services described herein and Party A is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, compensation, confidentiality, and other terms governing their relationship with respect to the core services to be provided.

Scope of Work

Party A shall perform the services and deliver the deliverables described below. The services shall include all tasks reasonably necessary to accomplish the items set forth in the description.

Describe Services and Deliverables:

Payment Terms

In consideration for the services performed by Party A, Party B shall pay Party A the fees and reimbursements set forth below. All payments are due in United States Dollars unless otherwise agreed in writing.

Total Contract Amount: Payment Schedule (milestones, dates, or percentages):

Invoices shall be submitted by Party A in accordance with the schedule set forth above. Payment is due within days of receipt of a properly submitted invoice.

Late payments shall accrue interest at the lesser of per month or the maximum rate permitted by applicable law. In addition to interest, Party A may suspend performance if payments are overdue by more than days following written notice.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for services performed and reimbursable expenses.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, financial information, trade secrets, customer lists, pricing, and technical information.

Each party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement.

The obligations of confidentiality shall continue for a period of years following the date of disclosure, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all original materials, deliverables, and work product created by Party A specifically for Party B under this Agreement shall be deemed "Work Product." Upon full payment of fees due under this Agreement, Party A hereby assigns to Party B all right, title and interest in such Work Product, subject to Party A's retained rights to its pre-existing intellectual property and general methodologies. Party A may retain and use general know-how and lessons learned so long as no Confidential Information or Party B-specific Work Product is disclosed.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

Governing Law; Dispute Resolution

This Agreement 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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the parties are unable to resolve the dispute within a reasonable period, either party may seek relief in a court of competent jurisdiction in the agreed governing state.

Entire Agreement; Amendment; Severability

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely effects the parties' intent.

Notices

Notice Address for Party A: Notice Address for Party B:

Additional Provisions

The parties acknowledge that each has the authority to enter into this Agreement and that the individuals signing below are authorized representatives. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship except as expressly set forth in writing.

Party A:

By:

Date:

Party B:

By:

Date:

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

The Business Core Agreement is a standardized contractual framework used to establish the primary terms governing a commercial relationship between two or more business entities. It typically sets out scope of services, payment terms, deliverables, intellectual property allocation, confidentiality obligations, indemnities, liability limits, term and termination mechanics, and dispute resolution. Organizations use it as a master or foundational agreement that other documents such as statements of work, purchase orders, and amendments reference. Properly completed, the Business Core Agreement creates predictable rights and obligations while leaving operational details to subsidiary documents.

Why a clear Business Core Agreement matters

A clear Business Core Agreement reduces negotiation time, clarifies risk allocation, and supports consistent contract management. It helps avoid disputes by documenting responsibilities and remedies, aligns internal approval workflows, and provides a clear legal basis for enforcement under U.S. contract law and applicable electronic-signature statutes.

Who typically prepares and relies on this agreement

Typical users include corporate counsels, procurement teams, project managers, and small-business owners drafting repeatable commercial terms.

Legal and procurement teams using a master agreement to streamline vendor onboarding and approvals.
Service providers and clients defining recurring deliverables, billing cycles, and IP ownership across engagements.
Investors and finance departments referencing core terms for due diligence and contractual risk assessments.

The Business Core Agreement scales from startups to enterprises and supports layered documents like SOWs, addenda, and purchase orders.

Primary roles involved in preparing and approving the agreement

Chief Legal Officer

Responsible for negotiating core liability, indemnity, and intellectual property clauses; often approves governing law and dispute-resolution provisions. Ensures alignment with corporate risk tolerance and coordinates with procurement and business units to implement standardized templates for recurring transactions.

Procurement Manager

Uses the Business Core Agreement to standardize supplier onboarding, maintain consistent payment terms, and automate approvals. Manages statement-of-work attachments, renewal schedules, and performance milestones to minimize disputes and speed procurement cycles across multiple suppliers.

Essential fields the agreement must include

Party Names: Full legal entity names as on filings.

Addresses: Complete street, city, state, and ZIP.

Tax ID: EIN or SSN where applicable.

Scope of Work: Clear deliverables, milestones, and exclusions.

Payment Terms: Amount, schedule, invoicing, late fees.

Signature Blocks: Printed name, title, date, and signature.

Principal risks and legal consequences of errors

Contract Voidability: Unsigned or improper signatures risk unenforceability.

Liability Exposure: Unlimited indemnity clauses increase financial risk.

Regulatory Fines: HIPAA or SEC breaches can trigger penalties.

Tax Consequences: Misclassified payments may trigger IRS penalties.

Operational Delays: Incomplete SOWs delay performance obligations.

Reputational Damage: Contract disputes harm business relationships.

Common preparation mistakes to avoid

Omitting a clear electronic-consent disclosure for consumer-facing transactions may fail ESIGN requirements and expose the agreement to enforceability challenges.
Vague scope or deliverable descriptions create dispute points and allow parties to claim nonperformance or seek contract modifications.
Having an unauthorized signatory execute the agreement can render it voidable or subject to ratification disputes in court.
Leaving referenced exhibits, pricing schedules, or SOWs unsigned or undelivered creates enforceability gaps and operational confusion.

Step-by-step: completing the Business Core Agreement

Follow these sequential steps to complete, review, and execute a Business Core Agreement accurately and consistently.

01

Prepare: Gather party details, EINs, and supporting exhibits.
02

Draft: Populate scope, payment, term, and IP clauses.
03

Review: Legal and business stakeholders verify obligations and risks.
04

Execute: Obtain signatures, dates, and retain original executed copy.

Where to file, send, and retain executed copies

Routing completed Business Core Agreements depends on organizational process and whether filings or notarization are required.

Internal Records: Store executed originals in contract repository and finance systems.
External Filing: File only if specified by regulatory or licensing authorities.
Notary: Use notarization when state law or counterpart requests it.
Counterparty: Send signed copies to all parties and retain proof of delivery.

Core sections to include in a professional Business Core Agreement

Core sections of a professional Business Core Agreement should be comprehensive yet modular so specific projects attach as separate exhibits or SOWs.

Scope

Define services, deliverables, acceptance criteria, exclusions, and measurable milestones so both parties understand exactly what success looks like during project execution.

Payment

Specify fees, billing schedule, expense reimbursement rules, invoicing procedures, payment deadlines, and late-payment remedies, including interest rates or suspension rights for nonpayment.

IP & Data

Allocate ownership of preexisting intellectual property and newly created work product; include data handling, confidentiality obligations, and any license back or transfer mechanics.

Liability

Limitations on damages, exclusions for consequential loss, insurance requirements, and indemnity scope should be balanced to reflect negotiated commercial risk between parties.

Term & Termination

State initial term, renewal mechanics, termination for convenience and cause, cure periods, and post-termination obligations such as transition assistance and return of confidential materials.

Dispute Resolution

Choose governing law, forum selection, and whether disputes go to arbitration or court; include escalation steps and interim injunctive relief provisions where necessary.

How to handle files, exports, and supporting attachments

Document management features determine how the Business Core Agreement is stored, exported, and bundled with supporting materials for auditability and future reference.

Export Formats

Save executed agreements as PDF/A for long-term preservation; also export DOCX for editable drafts and store signed PDFs with embedded metadata for audit trails.

Version Control

Maintain version history for all edits and redlines; record who made changes, timestamps, and attach approval notes to avoid ambiguity about the operative document.

Attachments

Include exhibits, pricing schedules, SOWs, and certificates of insurance; ensure each attachment is referenced by section and signed or initialed when required.

Record Exports

Generate a single package with the executed agreement, audit trail, signer certificates, and supporting exhibits for legal hold or regulatory review.

Practical tips to accelerate and harden execution

Practical practices reduce errors and shorten negotiation cycles when preparing a Business Core Agreement at scale.

Prefer clear, plain-language contract clauses

Avoid legalese where possible; define technical terms in a glossary. Plain wording reduces interpretation disputes, speeds internal approvals, and makes contract obligations easier to enforce across diverse operational teams.

Standardize templates and clause libraries

Maintain a vetted clause library for common variations and a single master template to speed drafting. Route any deviations to legal review and log approvals to ensure consistent risk treatment.

Implement formal signature authority verification

Verify signatory authority against corporate records before execution to prevent ratification disputes. Record titles, board resolutions, or power-of-attorney documents where necessary to support enforceability.

Attach measurable performance metrics and remedies

Tie acceptance criteria to objective metrics and specify remedies for missed milestones. This reduces subjective disputes and provides a clear basis for remedies, credits, or termination decisions.

Key dates to record in the agreement

Key dates in a Business Core Agreement govern effectiveness, renewals, termination notice, and performance milestones.

Agreement effective date (start of obligations):

Use MM/DD/YYYY; determines when duties commence.

Renewal and automatic extension notice:

State renewal terms and notice period for nonrenewal.

Termination for convenience notice:

Provide notice period and any required cure period.

Invoice submission and payment due dates:

Define invoice frequency and net payment terms, e.g., Net 30.

Milestone acceptance and delivery windows:

Specify acceptance testing windows and remedies for rework.

How to amend or revise a Business Core Agreement

Follow this amendment workflow to update a Business Core Agreement without creating conflicts or superfluous versions.

01

Propose change:

Document proposed edits and rationale for stakeholders.

02

Review legal:

Legal reviews impact on liability and compliance.

03

Obtain approvals:

Commercial and finance approvals recorded before execution.

04

Execute amendment:

Signed addendum with effective date appended to main agreement.

05

Distribute copies:

Send executed amendment to all parties and internal teams.

06

Archive update:

Store revised agreement version with audit metadata.

How organizations use a Business Core Agreement in practice

Real-world examples illustrate common Business Core Agreement uses across sectors and how templates adapt to operational needs.

Optica Ventures — COO

Optica Ventures used a standardized core agreement template to simplify customer onboarding and make signature collection straightforward across devices.

Interface was simple and easy-to-use.
Their team reported broad internal adoption and fewer signature-related delays, allowing faster execution of contracts with clients. The simplified workflow reduced questions from counterparties and decreased time spent on follow-ups and manual reminders.

Fertility Centers of Illinois — Founder

A healthcare provider standardized the Business Core Agreement to manage patient-facing vendor contracts and administrative service arrangements while complying with privacy requirements.

Team noted responsive vendor support.
By centralizing terms and attaching HIPAA addenda where needed, the organization reduced legal review cycles and ensured consistent data-handling commitments across vendors, simplifying audits and maintaining enforceable obligations for patient data protection.

Configuring an online workflow for the agreement

Configure an online Business Core Agreement workflow to automate routing, authentication, and storage using eSignature platform settings.

Field	Configuration
Choose signer authentication method and strength	Email link, SMS code, KBA, or SSO
Enable bulk send for high-volume transactions	CSV upload and templated fields for many recipients.
Field Validation and Conditional Logic	Use conditional fields to show or hide clauses.
Set retention period and audit trail options	Enable PDF/A export and long-term storage policies.

Platform capabilities to support digital execution

Use an eSignature platform that supports accepted file formats, authentication options, and audit trailing for legal enforceability.

File Formats: PDF, DOCX, and editable templates supported.
Integrations: Salesforce, NetSuite, Google Workspace, Microsoft 365.
Authentication: Email link, SMS, SSO, optional KBA.

How electronic signatures compare with cryptographic digital signatures

Key technical and legal differences between electronic signatures and digital (cryptographic) signatures affect evidentiary weight and industry compliance.

Criteria	Electronic Signature	Digital Signature
How the method is defined legally	broad legal category	pki cryptographic method
Type of non-repudiation evidence offered	relies on audit trail	cryptographic verification
Typical business and industry use cases	contracts, forms	high-compliance workflows
Regulatory preference or required contexts	esign/ueta accept	preferred for 21 cfr part 11
Usual form of admissible evidence	timestamps, ip	certificates, certificate chain

Pricing and baseline feature comparison for eSignature platforms

Compare baseline eSignature plans and key features to determine platform fit for executing Business Core Agreements and related workflows.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting price per user per month	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free trial availability and terms	7-day free trial	No	No	Yes, limited	Yes, limited
Bulk send capability included	Yes	Yes	Yes	Yes	No
Audit trail and logging	Yes	Yes	Yes	Yes	Yes
HIPAA compliance availability	Yes	Yes	Yes	No	No
Envelope cap or limits	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Common questions about signing, validity, and storage

Answers to common questions about completing, signing, and storing a Business Core Agreement, including eSignature considerations and recordkeeping.

Need help? Contact support

Can this agreement be e-signed?
Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and UETA, electronic signatures are legally enforceable in most U.S. transactions. Exceptions exist for wills, certain court orders, and other specified documents; verify statutory exceptions before relying on e-signature alone.
Which signer authentication methods are appropriate?
Select authentication commensurate to risk: email link for low-risk contracts, SMS or SSO for moderate risk, and knowledge-based authentication or multi-factor for high-risk or regulated transactions. Document the method in the audit trail for evidentiary purposes.
Does this contract require notarization or witnesses?
Most Business Core Agreements do not require notarization. Notarization or witness requirements depend on state law and document content (e.g., deeds, powers of attorney). If notarization is requested, use RON or in-person notarization per state rules and retain records.
What are recommended retention periods and legal bases?
Retention depends on industry and law: keep tax-related records at least three years (IRC §6501(a)), HIPAA-related materials six years (45 CFR §164.530(j)), and consider seven years for commercial dispute risks. Confirm state variations for longer periods.
What happens if a signer lacks proper authority?
Unauthorized signatories can create voidable obligations; counterparties may seek ratification, signature validation, or rescission. Verify authority via corporate resolution, power of attorney, or officer certification before execution to reduce risk of post-signature disputes.
How should the agreement address HIPAA compliance?
If the agreement covers protected health information, include a Business Associate Agreement (BAA), specify permitted uses and disclosures, and require administrative, physical, and technical safeguards. Retain documentation to meet 45 CFR §164.530(j) recordkeeping and audit requirements.

Key milestones in the execution lifecycle

A typical execution lifecycle for a Business Core Agreement follows predictable milestone stages from negotiation to archival.

01

Drafting

Create initial terms and attach SOWs or exhibits.

02

Internal Approval

Legal, finance, and business sign-off recorded.

03

Execution

Parties sign, date, and exchange executed copies.

04

Post-Execution

Register, store in repository, and notify stakeholders.

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