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Business Pros Agreement

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BUSINESS PROS AGREEMENT

This Business Pros Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: and Service Provider Name: with principal address: .

RECITALS

WHEREAS, Client retains Service Provider to perform professional business development, advisory, marketing and related services described herein; and

WHEREAS, Service Provider represents that it has the experience, qualifications and personnel necessary to perform the services in a professional manner and desires to provide such services 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:

1. SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in a timely, professional manner consistent with industry standards. The parties may amend the scope in writing signed by both parties.

2. PAYMENT TERMS

As full compensation for the Services, Client shall pay Service Provider the fees and reimbursements set forth below in accordance with the schedule specified. All fees are exclusive of taxes which shall be the responsibility of the party required to collect or pay them.

Client shall pay all undisputed invoices within the number of days set forth above. Disputes on invoices must be submitted in writing within ten (10) business days of receipt; the undisputed portion must be paid timely.

Any unpaid amounts shall accrue interest at the lesser of the rate specified above or the maximum rate permitted by applicable law from the due date until paid. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

3. TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Section.

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 set forth above following written notice. Either party may also terminate without cause upon the notice period set forth above by providing written notice to the other party. Termination does not relieve Client of its obligation to pay Service Provider for Services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that, in connection with the performance of this Agreement, it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information disclosed in any form that is marked confidential or that a reasonable person would understand to be confidential given its nature.

The Receiving Party shall keep Confidential Information in strict confidence, use it solely to perform under this Agreement, and not disclose it to third parties except to its employees, contractors, or advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is (a) publicly known through no breach by the Receiving Party, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the Disclosing Party's Confidential Information. Disclosure compelled by law is permitted only after prompt notice to the Disclosing Party and cooperation to seek protective relief.

5. INTELLECTUAL PROPERTY; WORK PRODUCT

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Service Provider retains all rights to pre-existing intellectual property and general methodologies. Any customized work product prepared specifically for Client shall be assigned to Client upon full payment; Service Provider may retain copies for its records and portfolio subject to confidentiality obligations.

6. INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from that party's gross negligence, willful misconduct, or material breach of this Agreement. In no event shall either party be liable for consequential, incidental, special or punitive damages. Except for liability arising from willful misconduct or a party's indemnification obligations, the total aggregate liability of either party shall not exceed the amounts actually paid under this Agreement during the twelve (12) months preceding the claim.

7. GOVERNING LAW

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 agree that the state and federal courts located within that jurisdiction shall have exclusive venue for any dispute unless the parties agree otherwise in writing.

8. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below or to another address designated in writing. Notices shall be effective upon personal delivery, two (2) business days after deposit with a nationally recognized overnight courier, or three (3) business days after mailing by certified mail, return receipt requested.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations and understandings. No amendment, modification, or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, 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 either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship.

Client Printed Name:

By:

Date:

Service Provider Printed Name:

By:

Date:

Enter text✕

What the Business Pros Agreement Is

A Business Pros Agreement is a written contract that sets the relationship between a professional service provider and a client. It typically defines scope of work, deliverables, fees, payment terms, timelines, confidentiality, intellectual property allocation, termination rights, and dispute resolution. The agreement can be used for consulting, marketing, IT, or other professional services and can be executed on paper or electronically. When signed electronically in the United States it is generally enforceable under ESIGN and UETA provided parties demonstrate intent, consent, attribution, and record retention.

Why a Clear Agreement Protects Both Parties

A well-drafted Business Pros Agreement reduces ambiguity about expectations, limits liability, and creates a contractual basis for payment and intellectual property ownership.

Why a Clear Agreement Protects Both Parties

Typical Parties That Use a Business Pros Agreement

Service firms and their clients rely on these agreements to set predictable operating and billing terms before work begins.

  • Independent consultants and small agencies delivering project-based work to businesses and individuals.
  • In-house procurement or legal teams at mid-market firms managing vendor relationships and SLAs.
  • Subcontractors and freelance professionals who need payment, IP, and confidentiality protections.

The document is flexible: it suits single-project engagements, retainer relationships, subcontractor arrangements, and vendor partnerships.

Core Elements to Include in a Professional Agreement

Use clear, simple language and separate each legal concept into its own section so obligations are easy to find and enforce.

Scope of Work

Precisely describe services, milestones, deliverables, and acceptance criteria to prevent scope disputes later.

Fees and Payment

State fees, invoicing cadence, payment methods, late fees, and any retainers or reimbursement terms.

Term and Termination

Specify the effective date, duration, renewal mechanics, and termination rights with cure periods if applicable.

Intellectual Property

Allocate ownership of preexisting IP, new work product, and license rights or assignment specifics.

Confidentiality

Define confidential information, permitted disclosures, and the period confidentiality survives termination.

Liability and Indemnity

Limit exposure with liability caps, disclaimers, and indemnity obligations tailored to commercial risk.

Essential Information to Provide on the Agreement

Party Names: Full legal entity names
Effective Date: MM/DD/YYYY format
Mailing Addresses: Street, city, state, ZIP
Payment Details: Bank or payment terms
Contact Person: Name and role for notices
Signature Block: Printed name, title, date

How to Complete and Sign a Business Pros Agreement

Follow this step sequence to prepare, review, and execute the agreement with clear authorizations and an auditable trail.

  • 01
    Prepare: Draft scope, fees, and dates; attach exhibits.
  • 02
    Review: Have legal and finance confirm key terms.
  • 03
    Authorize: Confirm signatory authority and roles.
  • 04
    Execute: Sign electronically or on paper and retain copies.

Configuring an Online Completion Workflow

Set up a digital workflow that enforces field completion, signer order, and authentication appropriate to the transaction risk.

Field Validation Require essential fields and use MM/DD/YYYY masks for date fields.
Signer Order Choose sequential or parallel signing to match approval flow.
Authentication Use email link or stronger methods like SMS code or KBA when needed.
Notifications Enable reminders and status updates for outstanding signatures.
Audit Trail Capture IP, timestamp, and actions for evidentiary support.

Where to Send and How Signed Copies Are Distributed

Decide recipients and retention rules for executed documents before sending to ensure compliance and efficient recordkeeping.

  • Client Copy: Send final signed PDF to client email on completion.
  • Internal Records: Store executed copies in contract repository with metadata.
  • Accounting: Notify billing or AR team for invoice generation.
  • Legal: Route a copy to legal for contract management.

Digital Signing and Electronic Submission Considerations

Choose tools and authentication that match the agreement’s sensitivity and regulatory obligations.

  • Supported Formats: PDF, DOCX, and HTML are typical file formats for signing.
  • Authentication Options: Email link, SMS code, or knowledge-based checks for identity verification.
  • Integration Needs: Connectors to CRM, document storage, or ERP systems for lifecycle automation.

Ensure chosen platform preserves an audit trail and allows secure export and long-term retention of the signed record.

Typical Timelines and Deadlines to Track

Identify and calendar critical dates tied to performance, notice periods, and renewal to avoid missed obligations.

Effective Date:

Date obligations begin and billing periods often start.

Milestone Deadlines:

Project milestone due dates tied to acceptance and payment.

Termination Notice:

Specify notice period for nonrenewal or termination.

Invoice Due Dates:

Payment terms such as Net 30 or Net 60.

Renewal Window:

Automatic renewal or option-to-renew notice timing.

Common Mistakes to Avoid When Preparing the Agreement

  • Using vague deliverable descriptions that later cause scope disputes and billing disagreements.
  • Failing to identify an authorized signatory; unsigned or unsigned-by-unauthorized-party agreements can be challenged.
  • Neglecting to specify payment milestones, leading to late or disputed invoices and strained client relationships.
  • Overlooking data protection and confidentiality clauses when handling client-sensitive information or third-party data.

Consequences of Errors or Missing Provisions

Enforceability Risk: Ambiguous terms may make enforcement difficult
Payment Delays: Missing invoicing terms can delay receivables
Liability Exposure: No liability cap increases financial risk
IP Loss: Undefined IP rights can cause ownership disputes
Regulatory Penalties: Data breaches can trigger fines under HIPAA/CCPA
Tax Consequences: Improper classification affects reporting and withholding

Selected eSignature Vendor Pricing and Feature Comparison

Below is a concise comparison of starting price and a few common features across leading eSignature vendors; signNow appears first for reference.

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

Frequently Asked Questions About the Business Pros Agreement

Answers to common practical and legal questions when preparing, signing, and storing this agreement.


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