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Business Services Agreement for Subsurface Inc

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BUSINESS SERVICES AGREEMENT FOR SUBSURFACE INC

This Business Services Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Service Provider: Subsurface Inc, a corporation (the "Service Provider"), represented by Representative: , with principal place of business at , and Client Name: , with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing specialized subsurface exploration, data acquisition, and consulting services; and

WHEREAS, Client desires to retain Service Provider to perform the services described herein and Service Provider is willing to perform such services on the terms and conditions set forth below.

WHEREAS, the parties desire to set forth in writing their respective rights and obligations with respect to such services.

SCOPE OF WORK

Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner in accordance with industry standards applicable to subsurface exploration and data services. Any change to the Scope of Work shall be made only by a written change order signed by authorized representatives of both parties, setting forth any adjustments to fees and schedule.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Service Provider the fees set forth above. Client shall be responsible for all sales, use, excise, value-added, and other taxes imposed by any governmental authority, excluding taxes based on Service Provider's net income. Invoices not disputed in good faith within ten (10) days are deemed accepted.

TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than the notice period provided above. Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for Services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any non-public technical, business or other information disclosed by the other party (the "Disclosing Party") and marked or otherwise identified as confidential, or that by its nature should reasonably be understood to be confidential, except as required by law. Confidential information shall not include information that is public, rightfully obtained from a third party, or independently developed without access to the other party's Confidential Information.

Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall take commercially reasonable measures to protect the Disclosing Party's Confidential Information no less than it uses to protect its own confidential information of similar importance.

INTELLECTUAL PROPERTY; DELIVERABLES

Subject to Client's payment in full, Service Provider grants to Client a non-exclusive, non-transferable license to use the deliverables provided under this Agreement for Client's internal business purposes. Service Provider retains ownership of any pre-existing tools, methodologies, software, and data (collectively, "Background IP"). To the extent a deliverable incorporates Background IP, Service Provider grants Client a limited license as necessary to use the deliverable as intended hereunder.

INDEMNITY AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation between senior executives. If unresolved, the dispute may be resolved by binding arbitration or litigation as selected by the prevailing party, subject to the governing law above.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture, or agency relationship between the parties.

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

Amendments: No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

ENTIRE AGREEMENT

This Agreement, including all exhibits and change orders executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may specify in writing.

REPRESENTATIONS

Each party represents and warrants that it has the right, power, and authority to enter into this Agreement and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action.

Service Provider - Subsurface Inc

Printed Name:

By:

Title:

Date:

Client

Printed Name:

By:

Title:

Date:

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What the Business Services Agreement for Subsurface Inc Is and Covers

The Business Services Agreement for Subsurface Inc is a legally binding contract that sets the terms under which Subsurface Inc or its designated service provider delivers specified business services to a client. Typical provisions define the scope of services, deliverables, timing, compensation, confidentiality, intellectual property ownership, warranties, indemnities, termination rights, and dispute resolution. The agreement documents responsibilities for each party, performance metrics or milestones where applicable, invoicing and payment terms, and any regulatory or compliance obligations that apply to the work being performed.

Why a Clear Agreement Matters for Subsurface Inc

A concise Business Services Agreement reduces ambiguity about deliverables, limits exposure to unexpected liabilities, and provides an enforceable basis for payments and remedies. It also clarifies intellectual property ownership, confidentiality protections, and termination mechanics so both Subsurface Inc and its clients understand obligations and risk allocation.

Why a Clear Agreement Matters for Subsurface Inc

Who typically prepares or signs this agreement

The agreement is used by internal contracting teams, procurement, outside vendors, and legal counsel when engaging or delivering ongoing business services.

  • Procurement and sourcing teams managing vendor selection and contract terms for services.
  • Operations managers and project leads who track deliverables, schedules, and performance metrics.
  • Outside counsel or contract administrators who review liability, IP, and compliance clauses.

Parties should confirm the signatory has authority to bind the organization and that the document references the correct legal entity names and addresses.

Signatory roles and responsibilities

Client — Procurement Manager

The procurement manager confirms scope, negotiates payment and service levels, and verifies the signatory has corporate authority. They coordinate purchase orders, onboarding, and invoice approvals and ensure the contract reflects internal purchasing policies.

Service Provider — Operations Director

The operations director accepts operational obligations, confirms deliverables, manages subcontractors, and represents the company for performance and warranty matters. They ensure operational plans align with contractual milestones and reporting requirements.

Core clauses to include in the Business Services Agreement for Subsurface Inc

A well-drafted agreement balances operational clarity with legal protections; include clear, measurable provisions for service scope and risk allocation.

Scope of Services

Define tasks, deliverables, milestones, and acceptance criteria in measurable terms so performance obligations are unambiguous.

Payment Terms

Specify fees, invoicing cycles, payment due dates, late payment interest, and any retainers or milestone payments.

Confidentiality

Describe protected information, permitted disclosures, safeguards, and duration of confidentiality obligations post-termination.

Intellectual Property

Allocate ownership of preexisting IP and newly created work product; include license grants where appropriate.

Warranties and Disclaimers

Limit warranties to defined performance standards and include reasonable disclaimers and remedy caps if negotiated.

Termination and Remedies

Set termination rights for convenience and for cause, notice periods, transition assistance, and dispute resolution mechanisms.

Required information to include on the agreement

Effective Date: MM/DD/YYYY
Party Names: Legal entity names
Scope Summary: Brief description
Payment Terms: Net days
Governing Law: State choice
Signature Blocks: Name, title, date

Step-by-step: completing the Business Services Agreement for Subsurface Inc

Follow these steps to assemble and finalize the contract so it is complete, accurate, and enforceable.

  • 01
    Draft scope: Write measurable deliverables and acceptance criteria.
  • 02
    Set payment: Define fees, schedule, and invoicing process.
  • 03
    Review legal terms: Confirm indemnity, IP, and termination language.
  • 04
    Obtain approvals: Get authorized signatures and dates from both parties.

How to set up the online workflow for signing and routing

Set clear routing, authentication, and field logic to ensure signers complete only relevant fields and the audit trail is preserved.

Field Configuration
Signature Required, signer-assigned
Date Auto-fill MM/DD/YYYY
Initials Optional, conditional by page
Attachments Allow supporting files upload

Where to send and how to file the completed agreement

Choose destinations and filing steps that match operational and legal requirements so records are accessible and auditable.

  • Primary Recipient: Client contract administrator for retention.
  • Provider Archive: Service provider contract folder.
  • Accounting: Submit invoices to AP for payment.
  • Legal Counsel: Retain executed copy in counsel repository.

Digital signing and system integration considerations

Ensure the signing platform supports required authentication, audit trails, and integrations with your systems before e-signing.

  • Authentication: Email, SMS, KBA
  • Integrations: CRM, ERP, cloud storage
  • File formats: PDF, DOCX supported

Verify the platform meets regulatory and corporate requirements (audit trail, retention, HIPAA BAA if needed) and confirm signer experience on mobile and desktop.

Timelines and deadlines to track in the agreement

Include concrete dates and timeframes to avoid disputes and ensure timely delivery and payment.

Effective Date:

The date when obligations commence; governs milestone timing.

Service Start Date:

When provider begins work or performance.

Payment Terms:

Invoice due date (for example, Net 30 from invoice date).

Renewal Notice:

Advance notice window for renewal or non-renewal, commonly 30–90 days.

Record Retention:

Specify retention obligation and access after termination.

Common preparation mistakes to avoid

  • Leaving the scope vague or open-ended, which causes disputes about deliverables and acceptance criteria.
  • Failing to confirm signer authority or using informal names instead of the legal entity name on signature lines.
  • Neglecting to specify payment timing and milestones, which delays invoicing and can trigger late-payment disputes.
  • Omitting confidentiality or IP clauses when sensitive materials or proprietary work are exchanged.

Key legal risks and potential penalties

Breach Damages: Contractual and consequential damages exposure.
Indemnity Exposure: Third-party claims may increase liability.
Tax Withholding: Misclassified payees can trigger withholding obligations.
Termination Costs: Early termination fees or transition costs.
HIPAA Risk: PHI mishandling incurs civil penalties.
Invalid Signature: Missing execution may render contract unenforceable.

eSignature vendor comparison for executing the Business Services Agreement for Subsurface Inc

A concise feature and pricing comparison to consider when selecting an eSignature provider for contract execution; signNow is listed first for parity with other vendors.

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
HIPAA Compliant Yes Yes Yes No No

Concrete examples of similar contract uses

These short examples show how other companies structured service agreements and document workflows.

Optica Ventures (Brian Fitzgibbons)

Optica standardized service agreements for recurring vendor work to reduce negotiation time.

  • The team used simple templates with clear milestones.
  • Brian Fitzgibbons stated, "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Xerox (Kodi-Marie Evans)

Xerox integrated contract signing with its ERP to automate invoicing and approvals.

  • Integration reduced manual entry and approval delays.
  • Kodi-Marie Evans said, "airSlate SignNow provides us with the flexibility needed to get the right signatures on the right documents, in the right formats, based on our integration with NetSuite."

Practical tips for accurate and efficient completion

Adopt consistent practices across contracts to reduce review time and mitigate enforcement risk.

Use precise scope language
Write deliverables and acceptance criteria with measurable milestones and objective tests to avoid disputes and to trigger clear invoicing events.
Confirm signer authority
Verify corporate signatory authority and use full legal entity names to prevent later challenges to enforceability and payment obligations.
Standardize payment terms
Use consistent invoicing cycles (for example Net 30) and include late payment remedies to streamline accounts payable processes.
Preserve audit trail
Use an e-signature platform that records timestamps, IP addresses, and a certificate of completion to support authenticity and dispute resolution.

Frequently asked questions about the Business Services Agreement for Subsurface Inc

Answers to common questions about execution, enforceability, and digital signing when finalizing the agreement.


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