Can this agreement be signed electronically?

Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws. Confirm the platform captures intent, consent, attribution, and retention to meet the four ESIGN validity factors.

Do I need a notary or witnesses?

Most commercial agreements do not require notarization, but certain filings or conveyances may. Check state notary and witness rules; some states require two witnesses for deeds and certain statutory forms.

How do I prove who signed the document?

Use signing platforms that provide an auditable certificate showing signer email, timestamp, and IP address. For higher assurance, require two-factor authentication or PKI-based digital signatures.

What happens if a party lacks signature authority?

If an individual lacks delegated authority, the contract may be voidable. Obtain corporate resolutions or signatory certificates when dealing with corporate entities.

Can I use RON (remote online notarization)?

RON is permitted in most states but subject to state-specific rules including identity proofing and audio-video recording retention. Verify state RON statutes before relying on remote notarization.

How long should I keep executed agreements?

Keep executed agreements for the active term plus applicable post-termination retention: at least 3 years for tax purposes (IRC §6501(a)), 6 years for HIPAA (45 CFR §164.530(j)), and longer where state law or industry rules require it.

Electronic Signature
Templates
Miscellaneous
Business Innovation Agreement

Business Innovation Agreement

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

BUSINESS INNOVATION AGREEMENT

Parties

Company Name Company Address Innovator Name Innovator Address

This Business Innovation Agreement (the Agreement) is entered into as of between the parties named above. Client Name: and Innovator Name: .

WHEREAS

WHEREAS, the Company seeks the development, refinement, or commercialization of innovative products, services or processes described herein (the Project); and

WHEREAS, the Innovator possesses technical expertise, know-how, and resources relevant to the Project and is willing to perform work on the terms set forth in this Agreement; and

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

Scope of Work

Project Title Scope of Work Deliverables and Acceptance Criteria

Payment Terms

The Company shall pay the Innovator for services and deliverables as set forth below. Compensation is exclusive of applicable taxes unless otherwise required by law.

Total Fee Payment Schedule Late Payment Fee Invoice Submission Address

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice.

Confidentiality

Each party (the Receiving Party) shall hold in strict confidence all proprietary and confidential information disclosed by the other party (the Disclosing Party) in connection with the Project ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure as evidenced by written records; (c) is rightfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not use or disclose Confidential Information except as necessary to perform its obligations under this Agreement and shall implement reasonable measures to protect such information. The obligations set forth herein shall continue for a period of years from the date of disclosure.

Intellectual Property

Except as expressly provided below, each party retains all rights in its pre-existing intellectual property. All inventions, improvements, designs, works of authorship and other intellectual property conceived, developed or reduced to practice by the Innovator specifically for the Project and paid for by the Company ("Project IP") shall be the sole and exclusive property of the Company, and the Innovator hereby assigns, and agrees to execute all documents necessary to effectuate such assignment. Where Project IP incorporates pre-existing Innovator IP, the Innovator grants to the Company a perpetual, worldwide, royalty-free, transferable license to use such pre-existing Innovator IP to the extent necessary to exploit the Project IP.

Representations, Warranties and Liability

Each party represents that it has full power and authority to enter into this Agreement. The Innovator represents that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL COMPENSATION PAID BY THE COMPANY TO THE INNOVATOR UNDER THIS AGREEMENT.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles.

Entire Agreement and Miscellaneous

This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is determined to be invalid or unenforceable, that provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that the Company may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Notices

Company Notice Contact Innovator Notice Contact

Company

Printed Name:

By:

Date:

Innovator

Printed Name:

By:

Date:

What the Business Innovation Agreement Is and when it’s used

A Business Innovation Agreement is a bilateral contract that records terms for collaborative development, pilot projects, technology licensing, or process innovation between two or more commercial parties. It typically defines scope, deliverables, ownership of new intellectual property, payment or consideration, confidentiality, milestones, and termination. The agreement is used to allocate risk, set performance expectations, and preserve evidence of negotiated rights and obligations for operational or legal review.

Why a clear Business Innovation Agreement matters

A well-drafted agreement reduces ambiguity about deliverables, clarifies IP ownership, sets timelines, and limits exposure to disputes. It also enables predictable budgeting and helps operational teams track milestones and acceptance criteria.

Who typically prepares and signs this agreement

Use a cross-functional review before signing to ensure commercial, legal, and operational risks are addressed.

Corporate Innovation Teams and R&D managers responsible for pilot programs and partner integrations.
Legal and contracts departments drafting IP, liability, and confidentiality provisions.
Procurement and vendor management handling supplier innovation engagements.

Primary signers and authorized representatives

Chief Legal Officer

Typically reviews and approves legal clauses involving IP, indemnities, and liability limits; ensures the agreement aligns with company policy and risk tolerance.

Authorized Signatory

An officer or manager with delegated authority to bind the company on contract value and licensing terms; confirm corporate resolution or delegation of authority before signature.

Essential clauses to include in a Business Innovation Agreement

Include clauses that govern scope, ownership, confidentiality, liability, timelines, and exit. These elements protect parties and make enforcement practical if disputes arise.

Scope of Work

Describe deliverables, acceptance criteria, milestones, and responsibilities in precise, measurable terms to prevent scope creep and disputes.

Intellectual Property

State whether foreground IP is assigned, licensed, or jointly owned; include rights to feedback, improvements, and derivative works.

Confidentiality

Set definitions, permitted disclosures, duration, and residuals; address handling of third-party confidential information.

Payment and Consideration

Specify fees, invoicing, payment schedule, milestone payments, and any equity or revenue-share arrangements.

Liability and Indemnity

Limit direct damages, exclude consequential losses where appropriate, and allocate indemnities for IP infringement and third-party claims.

Term and Termination

Define effective and expiration dates, termination for convenience or cause, and post-termination obligations such as wind-down and IP survival.

Step-by-step: completing the Business Innovation Agreement

Follow a consistent sequence to prepare, review, and execute the agreement to reduce revisions and ensure compliance.

01

Draft: Prepare initial draft with scope and IP terms; attach exhibits and schedules.
02

Internal Review: Legal, finance, and project leads review for risk and budget alignment.
03

Counterparty Review: Exchange redlines and finalize negotiated terms in one consolidated draft.
04

Execution: Sign via mutually agreed method (wet, eSign, or RON) and distribute fully executed copies.

How to set up an efficient online signing workflow

Configure the document for electronic completion with fields, signer order, and authentication to match your compliance requirements.

Field	Configuration
Signer Order	Define sequential or parallel signing depending on approval process
Authentication	Select email link, SMS code, or KBA based on risk
Conditional Fields	Use conditional visibility for role-specific exhibits
Audit Trail	Capture timestamps, IP addresses, and completed actions

Where to send or file the Business Innovation Agreement after signing

Route executed copies to legal, finance, and project owners, and store a retained copy according to legal retention rules for the agreement type.

Corporate Records: File executed PDF in the company contract repository with metadata
Project Owner: Provide PM and operations teams with acceptance milestones and contact info
Finance: Send invoice and payment schedule to accounts payable
Legal: Store redline history and final executed copy in legal matter file

Delivery and signing methods to consider

Ensure chosen platform supports PDF, Word DOCX, and detailed audit logs; integrate with corporate storage or CLM for lifecycle tracking.

Email Link Signing: Low friction; suitable for low-risk agreements when audit trail is present
Two-Factor / SMS: Adds stronger signer attribution when identity proof is needed
Remote Online Notarization: Consider for documents requiring notarization with audio-video session recording

Key timing and deadline considerations

Track execution dates, milestone acceptance windows, and notice periods. Missing timing clauses often create disputes.

Effective Date:

Date parties agree obligations begin; use MM/DD/YYYY

Milestone Deadlines:

List date or duration for each deliverable and acceptance period

Notice Periods:

Define how many days are required for termination or cure notices

Renewal Notice:

Set deadline for automatic or optional renewals

Record Retention Trigger:

Specify retention start (termination or final acceptance)

Common mistakes to avoid when preparing this agreement

Vague deliverables that lack measurable acceptance criteria, creating disputes over completion.
Unclear IP ownership language that fails to allocate rights in jointly developed inventions.
Missing or inconsistent signature authority, which can undermine enforceability.
Failure to include confidentiality or data protection clauses when sensitive information is exchanged.

Risks and potential legal consequences of errors

Contract Invalidity: Improper signatory can render the agreement unenforceable

IP Disputes: Poorly drafted IP clauses may trigger costly litigation

Regulatory Exposure: Noncompliance with privacy laws can result in fines and remediation

Payment Delays: Undefined consideration or invoicing terms can lead to collection issues

Confidentiality Breach: Insufficient NDAs can cause loss of proprietary information

Notarization Failure: Missing notarization/witness requirements can invalidate certain filings

How this agreement differs from similar contract types

Compare the Business Innovation Agreement to common alternatives to choose the right document type for your engagement.

Criteria	Business Innovation Agreement	NDA	Master Services Agreement
Primary Focus	joint development	confidentiality only	ongoing services
IP Treatment	negotiated ownership	not addressed	often contractor-owned
Typical Duration	project-based	perpetual/term	multi-year
Intended Use	pilot and innovation projects	protect disclosures	service delivery

eSignature vendor comparison for executing Business Innovation Agreements

Compare common plan and feature criteria across vendors; signNow is listed first per platform ordering standards. Evaluate required features such as HIPAA compliance, bulk send, and envelope caps when selecting a provider.

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

Real-world examples of how organizations use this agreement

Illustrative cases show common structures and results when parties adopt clear terms and effective signing workflows.

Optica Ventures pilot

A venture firm coordinated a six-month pilot with a startup to validate a SaaS integration

Pilot included milestone acceptance criteria and IP carve-outs
The explicit acceptance process reduced disputes and clarified post-pilot licensing options for both parties.

Xerox integration program

An enterprise standardized innovation agreements across business units to streamline vendor onboarding

Standard templates included privacy addenda and IP assignment options
Centralized templates cut review cycles and improved operational handoffs between legal and engineering teams.

Frequently asked questions about Business Innovation Agreements

Answers to common practical and legal questions when creating, signing, or storing a Business Innovation Agreement.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws. Confirm the platform captures intent, consent, attribution, and retention to meet the four ESIGN validity factors.
Do I need a notary or witnesses?
Most commercial agreements do not require notarization, but certain filings or conveyances may. Check state notary and witness rules; some states require two witnesses for deeds and certain statutory forms.
How do I prove who signed the document?
Use signing platforms that provide an auditable certificate showing signer email, timestamp, and IP address. For higher assurance, require two-factor authentication or PKI-based digital signatures.
What happens if a party lacks signature authority?
If an individual lacks delegated authority, the contract may be voidable. Obtain corporate resolutions or signatory certificates when dealing with corporate entities.
Can I use RON (remote online notarization)?
RON is permitted in most states but subject to state-specific rules including identity proofing and audio-video recording retention. Verify state RON statutes before relying on remote notarization.
How long should I keep executed agreements?
Keep executed agreements for the active term plus applicable post-termination retention: at least 3 years for tax purposes (IRC §6501(a)), 6 years for HIPAA (45 CFR §164.530(j)), and longer where state law or industry rules require it.

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