Is an e-signed exclusion enforceable?

Yes. Electronic signatures are generally enforceable under ESIGN and UETA when intent, consent, attribution, and record retention are present. Ensure the platform captures an audit trail and the parties consent to electronic records.

Do exclusions require notarization or witnesses?

Usually no for ordinary commercial exclusions. Notarization or witnesses are only needed if the exclusion is attached to a document that state law requires to be notarized or witnessed, such as certain real estate deeds or statutory forms.

What happens if the other party objects?

If a counterparty objects, negotiate specific language or convert the exclusion into a mutual amendment or schedule. Document any agreed changes in writing and have authorized signatories execute the revision.

Can I update an exclusion after signature?

Post-signature updates require mutual agreement and a signed amendment. Track versions clearly and attach the amendment to the original contract to maintain a single authoritative record.

How long should I keep signed exclusions?

Retain signed exclusions for the contract term plus at least three additional years for administrative and tax purposes; regulated industries may require longer retention under applicable rules.

Which fields commonly cause disputes?

Ambiguous item descriptions, missing cross-references to the SOW, and unclear pricing effects often cause disputes. Use itemized lists, SOW line numbers, and explicit pricing notes to reduce conflict.

Electronic Signature
Templates
Miscellaneous
Business Proposal Exclusion

Business Proposal Exclusion

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

BUSINESS PROPOSAL EXCLUSION AGREEMENT

This Business Proposal Exclusion Agreement (the Agreement) is entered into as of by and between:

Party A Name: Party A Address: Party B Name: Party B Address:

WHEREAS

WHEREAS, Party A has prepared or intends to submit a business proposal, presentation, or other written materials describing certain services, products, strategies or terms (collectively, the Proposal), and Party B may receive or review that Proposal; and

WHEREAS, the parties desire to record their agreement that submission or disclosure of the Proposal does not create any binding obligation to transact, to negotiate exclusively, to grant a license, or to enter into any agreement unless and until a separate definitive written contract is executed and delivered by both parties; and

WHEREAS, the parties further wish to set forth certain protections related to confidential information, return of materials, and the limited exclusions set forth in this Agreement.

SCOPE OF WORK

Describe the Proposal, services, or work that is the subject of the Proposal. Include specific deliverables, timelines, milestones and any items that are expressly excluded from consideration under this Agreement.

PROPOSAL EXCLUSION; NO OBLIGATION

Except as expressly set forth in a separate written agreement executed by authorized representatives of both parties, neither the submission nor the receipt of the Proposal shall (a) create any binding obligation on either party to enter into any transaction, negotiate exclusively, or provide consideration; (b) grant any license, transfer any intellectual property rights, or impose any liability for similar or competing services; or (c) be construed as an offer capable of acceptance. The parties affirm that the Proposal is provided for informational and evaluation purposes only.

RETURN AND DESTRUCTION OF MATERIALS

Upon written request by the disclosing party, the receiving party shall promptly (within days) return or certify destruction of all copies of the Proposal and related materials, except that the receiving party may retain one archival copy solely for compliance and recordkeeping subject to the confidentiality obligations below.

PAYMENT TERMS

If any payment is agreed in connection with the Proposal or subsequent work, the parties agree to the following baseline payment terms:

Total Amount Payable: Payment Schedule / Milestones: Late Payment Fee:

If any payment due under an executed agreement is not received within days after the due date, interest will accrue at percent per month (or the maximum allowed by law, if less). The late fee is intended as a reasonable estimate of actual damages and not a penalty.

TERM AND TERMINATION

This Agreement commences on the effective date set forth above and, unless earlier terminated in accordance with this Section, shall continue until or until superseded by a separate written agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Termination shall not relieve either party of obligations accrued prior to termination, including payment and confidentiality obligations which survive as set forth below.

CONFIDENTIALITY

Each party acknowledges that the Proposal may include Confidential Information. "Confidential Information" means non-public, proprietary, commercial, technical, financial or strategic information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information. The receiving party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted herein; (b) use Confidential Information solely for the purpose of evaluating the Proposal or performing any agreed work; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that (i) is or becomes generally available to the public through no wrongful act of the receiving party; (ii) was already lawfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party who has the right to disclose it. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

LIMITATION OF LIABILITY

Except for claims arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, punitive or special damages, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total amounts actually paid under any subsequent definitive agreement arising from the Proposal.

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 choice-of-law principles. The parties agree to negotiate in good faith to resolve disputes, and each party may seek equitable relief where necessary to protect Confidential Information or intellectual property rights.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, proposals, understandings and agreements regarding the Proposal. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

Additional notes or instructions:

Party A (Proposer) - Printed Name:

By:

Date:

Party B (Recipient) - Printed Name:

By:

Date:

What the Business Proposal Exclusion Is and when it applies

A Business Proposal Exclusion is a contractual provision used to set aside or limit elements, costs, or liabilities that would otherwise be part of a commercial proposal or contract. It typically lists items, services, or responsibilities that the proposer excludes from the scope of work, pricing, or warranty coverage. Organizations attach this exclusion to bids, statements of work, or proposals to clarify boundaries, reduce ambiguity, and prevent later disputes about expectations. The exclusion should be precise, time-bound, and incorporated by reference into the primary agreement or purchase order to ensure enforceability.

Why include a Business Proposal Exclusion in proposals

A clear exclusion reduces scope creep, aligns expectations, and creates a documented basis for pricing and liability limits. It helps reviewers and countersigners evaluate proposals against a consistent baseline while protecting the proposer from unexpected costs or implied obligations.

Which parties typically prepare or review this exclusion

Relevant teams include procurement, contracts, legal, and project managers who need clear scope boundaries before award.

Procurement and sourcing teams vet exclusions to preserve budget accuracy and supplier comparability.
In-house counsel confirms enforceability and alignment with governing law and risk tolerance.
Project managers and operations verify that excluded items do not create execution gaps.

Use collaborative review to ensure exclusions are precise and documented in both the proposal and the final contract.

Essential components to include in a professional exclusion

A well-drafted Business Proposal Exclusion is concise, uses defined terms, and ties exclusions to specific line items or deliverables for clarity.

Defined Scope

State exactly which goods, services, or responsibilities are outside the proposal scope and reference related line items or attachments to avoid ambiguity.

Timeframe

Specify effective dates or project phases when the exclusion applies, and state whether exclusions expire at contract acceptance or remain perpetual.

Pricing Impact

Note how excluded items affect the bid price, whether a separate estimate will be provided, or whether additional charges apply if accepted later.

Liability Limits

Clarify whether exclusions change warranty, indemnity, or limitation of liability clauses for the excluded items specifically.

Reference Documents

List related documents (SOW, technical specs, pricing schedules) so parties can cross-reference what is and is not included.

Signature Block

Include a line for authorized signatories and a date to show mutual acknowledgement of the exclusions at proposal acceptance.

Required identification and filing details

Party Names: Full legal names of proposer and recipient

Effective Date: MM/DD/YYYY effective date

Excluded Items: Clear, itemized exclusion list

Scope Reference: Linked SOW or line item numbers

Consideration: Pricing effect or charge terms

Authorized Signatures: Signatory name, title, and date

Step-by-step: completing and issuing the exclusion

Follow these sequential steps to prepare, review, and attach the exclusion so it is enforceable and visible to all parties.

01

Draft Exclusion: Create a concise, itemized list of excluded deliverables.
02

Cross-Reference: Link exclusions to the SOW, pricing schedule, or proposal line numbers.
03

Legal Review: Have counsel confirm enforceability and risk allocation.
04

Attach and Sign: Attach to the proposal and capture authorized signatures.

How to configure a digital workflow for this exclusion

Set up the online document so fields are prefilled, signing order is enforced, and versioning is preserved for auditability.

Field	Configuration
Proposer Name Field	Auto-fill from account profile \| read-only
Excluded Items Table	Repeatable table field \| required
Signature Block	Required signature \| signer role validation
Attachment Link	Reference SOW document \| file upload allowed

Where to send the completed exclusion and how it is processed

Route the signed exclusion with the proposal package to procurement, legal, and the primary project contact so acceptance is recorded.

To Procurement: Attach to bid folder and update sourcing record.
To Legal: Supply for contract integration and redline.
To Project Lead: Confirm operational acceptance of exclusions.
To Finance: Note pricing impact for P&L and invoicing.

Digital signing, storage, and integration considerations

Use an eSignature platform that preserves an audit trail, supports role-based signing, and exports tamper-evident signed documents.

Authentication: Email or SMS verification; stronger methods if needed
File Formats: PDF and DOCX supported for export and archival
Integrations: Connectors for CRM and document storage systems

Ensure your chosen platform can produce a certificate of completion and integrate signed exclusions into contract repositories for consistent recordkeeping.

Typical timing and response expectations

Set clear internal deadlines for drafting, review, signature, and incorporation so the exclusion is effective before any work begins.

Drafting deadline:

Complete exclusion before final proposal submission.

Internal review:

Allow 3–5 business days for legal and procurement review.

Counterparty response:

Request acceptance or redline within 7–14 days.

Signature completion:

Capture signatures before award or notice to proceed.

Incorporation:

Attach to signed contract to avoid ambiguity.

Common mistakes to avoid when drafting the exclusion

Using vague language (for example, 'additional work may be excluded') that invites disagreement over intention and scope.
Failing to reference the primary proposal or SOW so the exclusion cannot be matched to specific deliverables or price lines.
Omitting signatory authority details, which can lead to later challenges about who had power to bind the party.
Not updating the exclusion when the proposal is revised, creating version-control conflicts during negotiations.

Risks and potential consequences of an incorrect or missing exclusion

Scope Disputes: May lead to change-order claims

Unexpected Costs: Proposer may bear unbudgeted expenses

Contractual Liability: Warranties or indemnities may remain broad

Tax Reporting Issues: Misclassified charges can affect withholding

Enforceability Risk: Ambiguous exclusions may be voided

Operational Delay: Execution stalls while parties negotiate scope

Real-world examples of how exclusions are used

Two concise examples illustrate common exclusion formats and the practical effect on proposals and final contracts.

Facilities Maintenance Bid

The proposer excluded hazardous material abatement from the base price, citing site variability and separate bidding requirements.

This limited liability for unforeseen remediation costs.
As a result the client requested a conditional change order process and a separate priced allowance for abatement, which preserved budget clarity and prevented later cost disputes.

Software Implementation Proposal

The supplier excluded third-party licensing fees from the implementation quote, listing licenses and vendors by name.

This clarified responsibility for purchasing and compliance.
The customer accepted the exclusion and elected to procure licenses directly, which kept the implementation fixed-price while ensuring license compliance responsibility remained explicit.

Sample eSignature vendor comparison for executing exclusions

When signing exclusions digitally, compare plans on price, trial availability, bulk send, audit trail, HIPAA support, and envelope caps to match security and volume needs.

	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, no credit card required	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

FAQs and troubleshooting for using a Business Proposal Exclusion

Answers to common questions about enforceability, signing, revisions, and storage to help teams avoid procedural and legal pitfalls.

Need help? Contact support

Is an e-signed exclusion enforceable?
Yes. Electronic signatures are generally enforceable under ESIGN and UETA when intent, consent, attribution, and record retention are present. Ensure the platform captures an audit trail and the parties consent to electronic records.
Do exclusions require notarization or witnesses?
Usually no for ordinary commercial exclusions. Notarization or witnesses are only needed if the exclusion is attached to a document that state law requires to be notarized or witnessed, such as certain real estate deeds or statutory forms.
What happens if the other party objects?
If a counterparty objects, negotiate specific language or convert the exclusion into a mutual amendment or schedule. Document any agreed changes in writing and have authorized signatories execute the revision.
Can I update an exclusion after signature?
Post-signature updates require mutual agreement and a signed amendment. Track versions clearly and attach the amendment to the original contract to maintain a single authoritative record.
How long should I keep signed exclusions?
Retain signed exclusions for the contract term plus at least three additional years for administrative and tax purposes; regulated industries may require longer retention under applicable rules.
Which fields commonly cause disputes?
Ambiguous item descriptions, missing cross-references to the SOW, and unclear pricing effects often cause disputes. Use itemized lists, SOW line numbers, and explicit pricing notes to reduce conflict.

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