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Business Improvements Agreement

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BUSINESS IMPROVEMENTS AGREEMENT

This Business Improvements Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between:

Client Name:     Client Address:

Contractor Name:     Contractor Address:

Effective Date:

RECITALS

WHEREAS, Client owns or controls certain business premises or assets on which certain improvements, installations, repairs and related work are to be performed; and

WHEREAS, Contractor is duly qualified, experienced and willing to perform the improvements described herein in a professional manner in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, schedule, confidentiality obligations and other provisions governing the performance of the improvements.

SCOPE OF WORK

Contractor shall furnish all labor, materials, equipment, permits and supervision necessary to complete the work described below (the Work). The Work shall conform to the specifications, drawings and schedule attached or described in this section.

PAYMENT TERMS

Client shall pay Contractor for completion of the Work in accordance with the schedule and amounts set forth below. Unless otherwise stated, all sums are payable in U.S. dollars and exclusive of applicable taxes.

Interest shall accrue on any past due amount at the lesser of: (a) % per month; or (b) the maximum rate permitted by law. Additionally, a late charge of may be assessed for invoices unpaid more than days.

All invoices shall be rendered by Contractor in reasonable detail and are payable within days of receipt, unless otherwise agreed in writing. Client shall notify Contractor in writing of any disputed charges within days of invoice; undisputed portions remain payable.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the Work is completed and accepted by Client, unless earlier terminated as provided below.

Start Date:     Anticipated Completion / End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for Work performed to the date of termination, nor relieve Contractor of obligations under indemnities or confidentiality that by their nature survive termination.

CONFIDENTIALITY

During the term of this Agreement and for a period of years following termination, each party shall hold in confidence and not disclose to any third party Confidential Information of the other party. Confidential Information means non-public information disclosed in connection with the Work, excluding information that: (a) is or becomes publicly known without breach; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the other party's Confidential Information.

INSURANCE AND INDEMNIFICATION

Contractor shall maintain, at its expense, insurance coverage customary for the type of improvements and in amounts reasonably acceptable to Client. Contractor shall indemnify and hold harmless Client from and against claims, liabilities, losses, and expenses arising from Contractor's negligent performance of the Work, except to the extent caused by Client's gross negligence or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments, exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and representations. No amendment or waiver shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices are effective upon personal delivery, confirmed delivery by courier, or three days after deposit in the U.S. mail postage prepaid.

ADDITIONAL PROVISIONS

Client Printed Name:

By:

Date:

Contractor Printed Name:

By:

Date:

Enter text✕

What a Business Improvements Agreement Is and When It Applies

A Business Improvements Agreement is a contract that documents planned modifications, upgrades, or capital improvements to a commercial property or business asset. It identifies the parties, scope of work, schedule, payment terms, permits and approvals, inspection and acceptance criteria, and any warranty or lien-waiver provisions. The agreement allocates responsibility for compliance with building codes, licensing, and taxes, and can control dispute resolution, insurance and indemnity. It is a binding written record suitable for electronic execution where permitted by law and where the parties demonstrate intent to sign.

Why a Clear Agreement Protects Both Parties

A clear Business Improvements Agreement reduces disputes by defining deliverables, payment milestones, and acceptance criteria. It documents consent and attribution required under U.S. e-signature law (ESIGN and UETA) and helps preserve remedies for breach, mechanic’s liens, and insurance claims.

Why a Clear Agreement Protects Both Parties

Who Commonly Prepares and Signs These Agreements

Typical parties include property owners, general contractors, subcontractors, facilities managers, lenders, and project consultants.

  • Real estate firms and landlords who need formal scope and schedule controls for tenant improvements.
  • Construction contractors and subcontractors who use the agreement to define payment, change orders, and lien-waiver timing.
  • Financial officers and lenders who require documented cost, draw schedules, and collateral protections.

Use the agreement whenever capital improvements or tenant-driven work change property condition, obligations, or payment exposures.

Essential Clauses to Include in a Professional Agreement

A complete agreement groups the core business terms, legal protections, and operational controls that reduce ambiguity and support enforcement.

Scope of Work

Describe improvements precisely, including drawings, materials, performance standards, and deliverables so parties and inspectors have a single point of reference for acceptance and dispute resolution.

Payment Terms

Specify total contract price, draw schedule, retainage, invoicing cadence, and acceptable payment methods; tie payments to milestone delivery and inspection to limit withholding disputes.

Project Schedule

List start date, key milestones, completion date, and approved extensions for delays; include liquidated damages or acceleration rights where commercially appropriate.

Change Orders

Define the written change-order procedure, pricing method for extras or deductions, and required signoffs to avoid scope creep and payment conflicts.

Warranties & Remedies

State workmanship and materials warranties, defect correction period, remedies for breach, and whether defects trigger withholding or repair obligations.

Indemnity & Insurance

Allocate liability for third-party claims, specify insurance types and limits, and require certificates of insurance to reduce exposure for both owner and contractor.

Step-by-Step: How to Complete a Business Improvements Agreement

Follow these sequential steps to assemble, review, and execute the agreement correctly.

  • 01
    Gather documents: Collect drawings, permits, quotes, and insurance certificates.
  • 02
    Draft terms: Populate scope, price, schedule, and change-order language.
  • 03
    Internal review: Obtain approvals from finance, legal, and operations.
  • 04
    Execute: Sign by authorized representatives and distribute completed copies.

How Electronic Execution and Routing Typically Work

A common e-sign workflow ensures correct order, authentication, and an auditable record of actions for each signer.

  • Prepare document: Upload and place fields for signatures and dates.
  • Assign signers: Set sequencing and roles for each participant.
  • Authenticate signer: Use email link, SMS code, or stronger ID checks.
  • Capture audit trail: Record timestamps, IPs, and completion certificate.

Digital Signing and File Format Considerations

Confirm the platform supports required file formats, signer authentication methods, and integrations before e-execution.

  • File types: PDF | DOCX | XLSX
  • Integrations: Salesforce | NetSuite | Google Workspace
  • Authentication: Email | SMS | KBA

Choose a platform that provides an auditable completion certificate, preserves a retrievable record, and supports any required retention or BAA arrangements for regulated data.

Configuring an Online Template for Reuse

Set up a reusable template so projects use the same field structure, routing, and required approvals.

Field Configuration
Upload document Use a clean PDF or DOCX base file for consistent field placement.
Add fields Place signature, date, initials, and text fields with validation where needed.
Authentication Select email-only or add SMS/KBA for higher assurance.
Routing order Define signer sequence and set reminders or expiration.

Typical Dates and Deadlines to Track

Track contractual dates, inspection windows, lien notice deadlines, and record retention triggers to avoid penalty and loss of remedies.

Effective date:

Date obligations begin; use MM/DD/YYYY format.

Start of work:

When site mobilization may commence.

Inspection dates:

Schedule for interim and final inspections.

Warranty period:

Defect correction timeline after final acceptance.

Retention trigger:

Start retention clock at effective or completion date.

Penalties and Legal Risks of an Incorrect Agreement

Breach damages: Monetary liability for failing to perform.
Late payment: Interest, collection costs, contract termination risk.
Permit noncompliance: Fines, stop-work orders, or remediation costs.
Invalid signature: Enforceability challenges if intent or attribution unclear.
Tax exposure: Withholding or misclassification consequences.
Mechanic's liens: Loss of priority or enforcement if notice rules missed.

Common Preparation Mistakes to Avoid

  • Using ambiguous scope language that leaves critical tasks unspecified and invites disputes over coverage and cost.
  • Failing to attach exhibits such as drawings, permits, or schedules that define measurable acceptance criteria and inspection protocols.
  • Not verifying signer authority or corporate signatory limits, leading to later challenges about whether the agreement was validly executed.
  • Omitting payment milestones and retainage terms, which often causes delayed payments and contentious reconciliation.

Comparing eSignature Vendors for Executing a Business Improvements Agreement

Basic vendor features and starting prices for common e-signature solutions; signNow appears first and supports standard document formats and integrations.

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 Yes, 7-day 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
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently Asked Questions About Execution, Validity, and Storage

Answers to common questions on enforceability, signatures, notarization, and digital storage for Business Improvements Agreements.


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