Establishing secure connection…Loading editor…Preparing document…

Business Non-Core Agreement

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

BUSINESS NON-CORE AGREEMENT

This Business Non-Core Agreement (the Agreement) is entered into as of Effective Date: by and between the following parties:

Party A

Party B

RECITALS

WHEREAS, Party A conducts primary business operations and seeks to engage Party B to perform certain non-core services that are ancillary to Party A's primary business; and

WHEREAS, Party B represents that it has the experience, personnel, and capacity to perform the non-core services described in this Agreement on the terms set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the provision and payment for such non-core services.

SCOPE OF WORK

Party B shall perform non-core services consisting of the tasks, deliverables and responsibilities described below. Services are limited to activities expressly set forth in this Section and any written attachments incorporated by reference.

PAYMENT TERMS

Total Fee: $

Late Payment: Party A shall pay a late fee of % per on any undisputed amount remaining unpaid after a grace period of days.

TERM AND TERMINATION

Term Commencement Date: ; Term Expiration Date: , unless earlier terminated under this Agreement.

Either party may terminate this Agreement for convenience upon written notice given not less than days to the other party. Either party may terminate immediately for material breach if such breach remains uncured for more than days after written notice of the breach.

Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for work performed and reimbursement of expenses properly incurred.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a disclosing party to a receiving party, whether oral, written or electronic, 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.

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

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully obtained from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The obligations in this Confidentiality section shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Party B grants to Party A a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce and modify deliverables specifically created under this Agreement for Party A's internal business purposes. Party B retains ownership of its pre-existing tools, methodologies and general know-how. Any transfer of underlying source code or other proprietary materials not expressly included in the deliverables must be the subject of a separate written agreement.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of its obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense and settlement of the claim.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY B UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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 conflict of laws principles.

The parties agree to attempt in good faith to resolve disputes arising under or relating to this Agreement through negotiation between executives. If the dispute is not resolved within thirty (30) days, the parties may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

NOTICES

All notices required or permitted by this Agreement shall be in writing and shall be delivered to the notice addresses set forth above or to such other address as a party may specify in writing in accordance with this section. Notices shall be deemed given upon personal delivery or three (3) days after deposit in certified mail, return receipt requested.

Party A:

By:

Date:

Party B:

By:

Date:

Enter text✕
Prepare your document for signing right on this page
  • 01 Edit the text and complete the fields
  • 02 Click Sign Now and on the next screen add recipients and signature fields in SignNow
  • 03 Start your free trial to sign and send your doc
Sign Now

What a Business Non-Core Agreement Covers

A Business Non-Core Agreement defines the rights, responsibilities, and limits for activities or assets that are not central to a company’s primary operations. It typically outlines the scope of services or functions being carved out, confidentiality and IP treatment, data handling responsibilities, allocation of liabilities, and transition or termination mechanics. Parties use this agreement to formalize outsourcing, divestiture, or temporary delegation of non-core tasks so each side understands deliverables, performance standards, and the legal remedies available if obligations are not met.

Why organizations rely on a Business Non-Core Agreement

The agreement reduces ambiguity about which activities are retained as core and which are delegated, protects confidential information and IP during transition, clarifies liability allocations, and establishes measurable performance and exit terms to limit operational disruption.

Why organizations rely on a Business Non-Core Agreement

Who prepares and signs this agreement

Typical parties include corporate legal teams, procurement or vendor management, business unit leaders, and any third-party providers assuming non-core work.

  • In-house legal counsel and contracts teams responsible for risk allocation and enforceability.
  • Procurement or vendor managers negotiating scope, SLAs, and commercial terms.
  • Third-party providers or subcontractors contracted to perform the non-core functions.

In mid-size to large organizations, cross-functional review (legal, finance, IT, compliance) is common to ensure operational, regulatory, and data-protection considerations are addressed before signature.

Authorized signers and their roles

Chief Legal Officer

A company’s Chief Legal Officer or delegated contracts manager frequently signs for the business entity, certifying that the agreement aligns with company policies and risk tolerances. Their signature confirms legal authority and ensures enforceability under corporate governance rules.

Vendor Executive

An authorised representative of the vendor or third party—such as a CEO, VP of Operations, or designated contracts officer—signs to accept obligations, warranties, and performance commitments set out in the agreement.

Essential clauses to include in a Business Non-Core Agreement

A robust agreement isolates non-core scope and manages risk through clear, enforceable provisions. The following clauses are commonly required to make the arrangement operationally effective and legally resilient.

Scope of Services

Define precisely which tasks, assets, or processes are classified as non-core, include specific deliverables, exclusions, and measurable performance standards to prevent scope creep and disputes.

Term and Termination

Specify the effective date, term length, renewal conditions, and termination rights including cure periods, termination for convenience, and transition assistance upon contract end.

Confidentiality & IP

Protect proprietary information and clarify ownership of existing and newly created intellectual property, licensing terms, and permitted uses after termination.

Liability and Indemnities

Allocate financial responsibility for losses, set caps on liability where appropriate, and define indemnification triggers and procedures for third-party claims.

Data Protection

State data handling, security controls, breach notification timelines, and regulatory compliance obligations (e.g., HIPAA for health data) including any required BAAs.

Service Levels & Remedies

Include measurable SLAs, monitoring and reporting obligations, service credits or remediation steps for breaches, and dispute-resolution mechanisms.

Step-by-step: completing the Business Non-Core Agreement

Follow these sequential steps to prepare, review, and finalize the agreement with minimal delay.

  • 01
    Drafting: Populate parties, scope, and term with precise language.
  • 02
    Internal Review: Legal, compliance, and finance confirm terms and risk allocation.
  • 03
    External Negotiation: Share draft with counterparty and record agreed changes.
  • 04
    Execution: Collect authorized signatures and retain signed copies.

How to configure the approval workflow

Map approvals and routing rules so each signature and review step is tracked and auditable.

Field Configuration
Initiator Business owner starts workflow; auto-notify legal and finance
Sequential Approval Require legal sign-off before commercial sign-off
Signer Authentication Use email link or SMS code; require higher auth for critical agreements
Retention Store final signed PDF and audit trail in contract repository

Typical document flow for e-signature and approval

A predictable signing flow reduces delays; the sequence below reflects a common model for external agreements.

  • Upload Draft: Sender uploads and assigns fields.
  • Place Fields: Add signature, initial, date, and conditional fields.
  • Route to Signers: Set signer order and authentication method.
  • Complete Audit Trail: Capture timestamps, IP, and certificate of completion.

Technical and compliance considerations for electronic completion

Confirm platform features and legal compliance before e-signing to ensure enforceability and data protection.

  • Authentication: Email, SMS, or stronger multi-factor methods for higher-risk documents
  • Audit Trails: Immutable logs capturing signer identity and timestamps
  • Integration: Connect storage and CRM systems for recordkeeping

Ensure chosen eSignature providers support necessary compliance frameworks (ESIGN, UETA) and any industry-specific standards such as HIPAA or 21 CFR Part 11 when relevant.

eSignature vendor pricing and capability comparison

Basic per-user starting prices and common capability markers for comparison. signNow appears first in the table as a reference point.

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 Varies Varies Varies
Bulk Send Yes Yes Yes Yes Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Typical timelines and processing expectations

Plan milestones and internal SLAs so the agreement moves from draft to signed copy without unnecessary delays.

Draft Review Window:

Allow 3–5 business days for internal legal and finance review

Counterparty Negotiation:

Expect 1–2 weeks depending on complexity and number of redlines

Signature Turnaround:

Electronic signing often completes within 24–72 hours when stakeholders are responsive

Notary / RON Session:

Schedule same-day or within one week; RON recordings retained 5–10 years

Final Registration:

Allow 2–10 business days to file or index related public records where required

Key risks and consequences of incorrect or incomplete agreements

Unenforceability: Ambiguous scope may render obligations unenforceable
Contractual Liability: Unexpected indemnities or unlimited liability exposure
Regulatory Fines: HIPAA or sector fines if data protections are lacking
Tax Consequences: Incorrect payee or TIN data can trigger backup withholding
Notarization Defects: Missing acknowledgements may invalidate recorded documents
Dispute Costs: Litigation or arbitration expenses if dispute resolution is unclear

Common mistakes to avoid when preparing the agreement

  • Using vague descriptions of non-core activities that lead to scope disputes
  • Omitting data-protection clauses when third parties handle sensitive information
  • Failing to obtain appropriate corporate authority or board approvals before signature
  • Neglecting state-specific notarization or recording requirements for attached instruments

Security and compliance controls to expect for electronic execution

Encryption: TLS 1.2/1.3; AES-256 at rest
Audit Trail: Timestamped logs, IP addresses, and action history
Certifications: SOC 2 Type II and ISO 27001 available
HIPAA Support: BAA available for covered transactions
21 CFR Part 11: Compliant controls for FDA-regulated records
Accessibility: WCAG 2.0 Level AA conformance

Supporting documents and export options

Collect and maintain supporting exhibits and choose export formats that preserve signature integrity and metadata for audits.

Supporting Exhibits

Attach schedules, service-level matrices, and transition plans as numbered exhibits for clarity and enforceability.

Compliance Addenda

Include HIPAA BAAs or data-processing addenda where regulated data is involved to meet statutory obligations.

Export Formats

Save final records as PDF with embedded audit trail; retain native Word DOCX if further edits are expected.

Archive Copies

Store signed PDFs and audit certificates in secure contract repositories with indexed metadata for retrieval.

Practical tips for accurate and efficient completion

Adopt standardized clauses and an approval matrix to reduce negotiation cycles and ensure consistent risk treatment across agreements.

Use Standardized Templates
Maintain approved templates with pre-cleared legal, data protection, and indemnity language to speed drafting and reduce negotiation points.
Pre-Approve Signatories
Keep a current roster of authorized signers and delegated authority limits to avoid signature invalidity.
Centralize Records
Store executed agreements and audit trails in a single contract repository to support compliance, renewals, and dispute response.
Plan Transition Tasks
Document handoff activities, training needs, and timelines in an exhibit to prevent service disruption during implementation.

How organizations apply a Business Non-Core Agreement in practice

These condensed examples show typical use cases where a Business Non-Core Agreement clarifies roles and reduces execution risk.

Optica Ventures — Outsourced IT Services

A mid-size firm shifted non-core IT helpdesk functions to a managed provider to reduce overhead and focus on product development.

  • The agreement defined SLAs and transition assistance.
  • The contract preserved core IP, required quarterly performance reports, and included stepwise termination assistance to return services if performance declined, limiting operational disruption.

Martin Properties — Property Admin

A property manager delegated tenant screening and routine maintenance coordination to a third party while retaining leasing decisions.

  • Exhibits listed excluded core responsibilities.
  • The document required data-protection controls for tenant records, defined indemnities for data breaches, and mandated notarized authorizations for certain recorded instruments to ensure legal enforceability.

Frequently asked questions about Business Non-Core Agreements

Answers to common questions about legality, electronic execution, signatures, and post-execution handling for typical business scenarios.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users
Sign Now
Company
Forms
Pricing
Resources
Knowledge base
Other Products
© 2026 airSlate Inc. All rights reserved.