Can this section be signed electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA when state law applies, provided the signer shows intent, consents to electronic records, the signature is attributable, and the record is retained in reproducible form.

What if a notice is misaddressed or late?

Misaddressed or late notices can delay remedies, waive rights, or trigger cure periods. The template should specify deemed-delivery rules, alternate delivery methods, and a requirement to update contact details to minimize disputes over notice effectiveness.

Who may sign on behalf of an entity?

An authorized officer, manager, or other person with delegated authority should sign. Verify authority via corporate resolution, operating agreement, or power of attorney. Document signer title and authority to prevent later challenges to enforceability.

Do witnesses or notarization apply to this template?

Most jurisdictions do not require notarization or witnesses for commercial contract clauses, but certain documents (deeds, POAs, real estate instruments) do. Check state-specific requirements and consider notarization for added evidentiary weight in contested matters.

How long must I keep signed copies?

Retention depends on purpose and regulation: keep executed templates for the agreement term plus at least three years, six years for HIPAA-covered healthcare records (45 CFR §164.530(j)), and longer if tax or regulatory obligations apply.

Can I amend or revoke Section 13 later?

Yes, amend by written agreement signed by all parties if the template allows modification. To revoke or cancel notice provisions, follow contract terms for amendment and consider documenting revocation with dated signatures or electronic audit entries to avoid disputes.

Electronic Signature
Templates
Miscellaneous
Business Section 13 Template

Business Section 13 Template

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

BUSINESS SECTION 13 TEMPLATE

This Business Section 13 Template (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain services described in Section 1 below, and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the obligations described herein, including confidentiality and payment obligations, be legally binding and enforceable according to their terms.

WHEREAS, the parties desire to set forth the scope, compensation, term, and other key provisions applicable to the business relationship in a clear and enforceable manner.

1. SCOPE OF WORK

Description of Services

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards and shall furnish all labor, materials, equipment and supervision necessary to complete the services unless otherwise specified in writing.

2. PAYMENT TERMS

Total Contract Amount Payment Schedule and Milestones

Unless otherwise agreed in writing, invoices issued by Service Provider are due within days of invoice date. Payments shall be made in United States Dollars to the account or address designated by Service Provider.

Late Payment Fee

If Client disputes any portion of an invoice in good faith, Client shall notify Service Provider in writing within the payment term and pay the undisputed portion when due. Interest and collection costs may accrue on any undisputed, unpaid balance as described above.

3. TERM AND TERMINATION

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

Notice Period for Termination

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches and fails to cure such breach within the notice period specified above. Either party may terminate without cause upon the mutual written agreement of the parties or upon the notice period provided in this Agreement.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party to the other party 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. Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the recipient, (b) is received from a third party without breach of an obligation of confidentiality, or (c) is independently developed by the recipient without use of the discloser's Confidential Information.

Each party shall hold the other's Confidential Information in strict confidence and shall not use or disclose such information except as necessary to perform its obligations under this Agreement or as required by law. The obligations in this Section shall survive termination of this Agreement for a period of years.

5. INDEPENDENT CONTRACTOR; INDEMNIFICATION

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment relationship, joint venture, partnership, or agency between the parties. Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses or expenses arising out of the indemnifying party's breach of this Agreement or negligence.

6. GOVERNING LAW

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

7. ENTIRE AGREEMENT; AMENDMENT

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

8. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

Client Business Address Service Provider Business Address

Client

Printed Name:

By:

Date:

Service Provider

Printed Name:

By:

Date:

What the Business Section 13 Template Is

The Business Section 13 Template is a standardized contract clause package commonly used to define notices, governing law, dispute resolution, assignment, and miscellaneous provisions within commercial agreements. It provides consistent language businesses can insert into purchase agreements, services contracts, and NDAs to ensure uniform treatment of jurisdictional rules, delivery of notices, and responsibility allocation. This template is intended as a drafting aid and should be reviewed for state-specific requirements, industry exceptions, and enforceability under the ESIGN Act and UETA where electronic execution is used.

Why Standardize Section 13 Language

Using a Business Section 13 Template promotes clarity and reduces drafting inconsistencies by standardizing notice procedures, governing law clauses, and assignment rules. Consistent language lowers negotiation time, clarifies responsibilities, and supports enforceability when paired with proper execution and retention practices under U.S. e-signature laws.

Who Typically Uses This Template

Contract managers, in-house counsel, procurement teams, and operations staff commonly use this template to standardize contract language and reduce review cycles.

In-house legal teams standardizing choice-of-law and notice provisions across contracts.
Procurement and vendor managers using uniform assignment and notice timing to reduce disputes.
Small business owners needing clear jurisdiction and contact procedures for remote transactions.

For complex transactions, customize language with counsel to address industry-specific rules, regulatory requirements, or international considerations.

Core Clauses You Should Include

Essential elements in the Business Section 13 Template ensure clear notice addresses, effective dates, governing law, assignment rules, dispute mechanisms, and survival clauses across commercial agreements.

Notices

Specify delivery methods, address for service, and timing for receipt; include electronic delivery options and instructions for when a notice is deemed delivered to avoid ambiguity in cross-jurisdictional matters.

Governing Law

Identify the state law that governs interpretation and enforcement, and indicate whether parties consent to exclusive venue or waive jury trial to reduce forum shopping and clarify litigation expectations.

Assignment

Explain whether assignment is permitted, any required consents, and exceptions for change of control or merger to protect contracting parties and preserve post-closing contractual rights.

Dispute Resolution

Outline negotiation, mediation, or arbitration steps, including seat, rules, and whether arbitrator decisions are binding, to streamline conflict resolution and limit litigation exposure in commercial contexts.

Effective Date

State the effective date format, conditions precedent if any, and whether partial performance before the date affects obligations or payment schedules to avoid disputes about timing.

Survival

List provisions that survive termination such as confidentiality, indemnities, warranties, and limitation of liability, with explicit durations or notice provisions where applicable to ensure post-contract obligations remain enforceable.

Step-by-Step: Completing and Executing the Template

Complete the template in sequence, verify fields, obtain signatures, and retain final copies according to retention requirements.

01

Prepare: Review and edit all clause fields for business accuracy.
02

Authenticate: Choose signer authentication method consistent with legal requirements.
03

Sign: Execute using electronic signature or wet signature as appropriate.
04

Archive: Store signed copies and audit trail securely for required period.

Configure Your Digital Signing Workflow

Configure the digital workflow to match notice requirements, signer order, authentication level, and archival settings before sending for signature.

Field	Configuration
Signer Order	Sequential or parallel routing with explicit signing order.
Authentication	Email link, SMS code, or KBA where required.
Notice Delivery	Email and PDF copies plus optional certified mail.
Archival	Secure encrypted storage with audit trail retention.

Execution Flow Overview

Typical execution flow for the template, from drafting to delivery and archival, including e-signature capture and audit trail creation.

Upload: Add the template to the signing platform.
Place Fields: Insert signature, date, and notice recipient fields.
Send: Deliver to signers via email or secure link.
Complete: Platform records timestamps, IP, and audit trail.

Platform Capabilities to Support the Template

Ensure the signing platform supports secure delivery, authentication, and searchable audit trails before executing the template.

File Formats: Supports PDF, Word DOCX, and HTML
Integrations: Connects with CRM and cloud storage
Authentication: Email SMS SSO options available

Practical Drafting and Execution Best Practices

Adopt standard drafting checks and a documented approval workflow to improve accuracy, reduce negotiation time, and maintain enforceability across jurisdictions.

Pre-Drafting Checklist

Before inserting the Section 13 language, confirm party names, addresses, choice of law, notice methods, assignment rights, and any industry-specific statutory references. Document source authority and any deviations from the standard template.

Legal Review

Have in-house or external counsel review the clause for enforceability, particularly when selecting governing law, venue, or waiver provisions. Address conflicts with mandatory state statutes and industry regulations in writing.

Consistent Execution

Require each signatory to use the same signature method and include a dated signature block. For electronic signing, record authentication method, IP, and timestamp to strengthen attribution and evidentiary value.

Document Control

Maintain version control so parties sign the agreed final draft. Store signed PDFs in encrypted storage, preserve the audit trail, and log access to meet compliance and evidentiary needs.

Common Risks and Consequences

Ambiguous Notices: Late or disputed notice delivery

Choice-of-Law Risk: Unfavorable jurisdiction

Invalid Assignment: Unauthorized transfer disputes

Enforceability Gaps: Missing execution evidence

Regulatory Noncompliance: Statutory conflicts risk fines

Retention Failures: Loss of audit history

eSignature Vendor Comparison for This Template

Comparison of common eSignature vendors and features relevant to executing and managing the Business Section 13 Template.

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

Frequently Asked Questions

Common questions about completing, signing, and storing the Business Section 13 Template, with practical answers addressing e-signature, execution, and retention concerns.

Need help? Contact support

Can this section be signed electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA when state law applies, provided the signer shows intent, consents to electronic records, the signature is attributable, and the record is retained in reproducible form.
What if a notice is misaddressed or late?
Misaddressed or late notices can delay remedies, waive rights, or trigger cure periods. The template should specify deemed-delivery rules, alternate delivery methods, and a requirement to update contact details to minimize disputes over notice effectiveness.
Who may sign on behalf of an entity?
An authorized officer, manager, or other person with delegated authority should sign. Verify authority via corporate resolution, operating agreement, or power of attorney. Document signer title and authority to prevent later challenges to enforceability.
Do witnesses or notarization apply to this template?
Most jurisdictions do not require notarization or witnesses for commercial contract clauses, but certain documents (deeds, POAs, real estate instruments) do. Check state-specific requirements and consider notarization for added evidentiary weight in contested matters.
How long must I keep signed copies?
Retention depends on purpose and regulation: keep executed templates for the agreement term plus at least three years, six years for HIPAA-covered healthcare records (45 CFR §164.530(j)), and longer if tax or regulatory obligations apply.
Can I amend or revoke Section 13 later?
Yes, amend by written agreement signed by all parties if the template allows modification. To revoke or cancel notice provisions, follow contract terms for amendment and consider documenting revocation with dated signatures or electronic audit entries to avoid disputes.

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