Can this agreement be signed electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted; confirm that the transaction is not within ESIGN exceptions such as wills or certain court filings.

Do I need a HIPAA BAA for healthcare data?

If the agreement involves protected health information, include a Business Associate Agreement and ensure HIPAA compliant controls; HIPAA retention and safeguards apply (45 CFR §164.530(j)).

Are remote notarizations accepted?

Remote Online Notarization is accepted in many states but requirements vary; verify state RON rules, identity proofing, and recording retention before relying on RON.

What if a signer’s name is incorrect?

Name mismatches can create enforceability issues; correct party names and obtain an amendment or re-execution to avoid disputes and payment delays.

How should the executed document be stored?

Store a signed, tamper-evident copy with an audit trail and retain per applicable schedules (IRS 3 years, HIPAA 6 years); maintain access controls and backups.

What authentication strength is recommended?

Choose signer authentication proportional to risk: email or SMS for low-risk, KBA or multi-factor for sensitive data, and advanced signer authentication when regulatory standards require it.

Electronic Signature
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Miscellaneous
Business Services and DPN Agreement

Business Services and DPN Agreement

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Business Services and DPN Agreement

This Business Services and DPN Agreement ("Agreement") is entered into as of , (the "Effective Date") by and between the parties identified below.

Parties

Client Name: Client Address: Service Provider Name: Service Provider Address:

Recitals

WHEREAS, Client operates a business engaged in and seeks certain professional services; and

WHEREAS, Service Provider possesses expertise in providing the services described in this Agreement, and represents it has the personnel, systems and authority to perform such services in accordance with applicable law; and

WHEREAS, the parties wish to set forth the terms under which Service Provider will provide business services and any associated Data Processing Notice obligations ("DPN") as further specified below.

Scope of Work

Service Provider will perform the services described in this Section and any written attachments executed by the parties. Deliverables, milestones, acceptance criteria and any DPN-specific obligations must be set forth below or in an executed attachment.

Scope of Work / Deliverables: DPN Details (if applicable):

DPN appendix attached

Payment Terms

In consideration for the Services, Client will pay Service Provider the fees set forth below. All fees are exclusive of any taxes which Client will pay where required by law.

Total Fee (USD): Billing Schedule / Payment Schedule: Payment Method:

Late payments: invoices not paid within days after the invoice due date will incur a late fee of % per month (or the maximum permitted by law), calculated monthly on the outstanding balance.

Term and Termination

This Agreement will commence on and will continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing Party"), including business plans, financial information, and personal data processed pursuant to the DPN. The Receiving Party shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement or as required by law. The Receiving Party shall employ reasonable administrative, physical and technical safeguards to protect Confidential Information.

The confidentiality obligations set forth in this clause shall survive termination or expiration of this Agreement for a period of years, except that obligations with respect to trade secrets and regulated personal data shall survive for as long as required by applicable law.

Data Processing and DPN Obligations

Where Service Provider processes personal data on behalf of Client, the parties shall comply with the data protection obligations set forth in this Agreement and any DPN-related provisions. Service Provider shall process personal data only on documented instructions from Client, implement appropriate technical and organizational measures, and assist Client with data subject requests and regulatory inquiries as reasonably required.

Data Processing Specifics / Security Measures:

Governing Law

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

Entire Agreement

This Agreement, including any attachments or executed appendices, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets. If any provision is held invalid, the remaining provisions shall remain in full force and effect. Remedies provided herein are cumulative and do not limit any other remedies available at law or in equity.

Client:

By:

Date:

Service Provider:

By:

Date:

What the Business Services and DPN Agreement Covers

A Business Services and DPN Agreement is a contractual document that combines service delivery terms with data processing and confidentiality obligations. It specifies the parties, scope of services, service levels, payment terms, data handling rules, permitted uses of personal data, and confidentiality or nondisclosure obligations tied to any data processed during the engagement. The agreement allocates risk, defines liability and indemnity limits, and sets termination and transition mechanics so that both operational and privacy responsibilities are clear before work begins.

Why firms use this agreement

The agreement aligns commercial terms with data protection and confidentiality controls so services can proceed while limiting legal exposure, ensuring regulatory compliance, and clarifying remedies for breaches or performance failures.

Who typically prepares and signs this agreement

Organizations that exchange services and personal or proprietary data most commonly use this combined contract to document both operational and privacy obligations.

Service providers and vendors managing outsourced business functions, procurement, or managed services, responsible for delivering defined work and protecting customer data.
Healthcare and financial organizations that must map service terms to HIPAA or financial privacy requirements and ensure appropriate business associate arrangements.
Legal, compliance, and procurement teams at buyers who require specific data processing, audit, and confidentiality controls written into contracts.

Use this agreement when services will involve access to or processing of personal, health, financial, or proprietary data and when a clear allocation of operational and privacy responsibilities is required.

Essential sections to include in a professional agreement

A complete document should combine commercial and privacy elements so each party’s operational duties and data safeguards are explicit and enforceable.

Parties & Recitals

Identify each contracting entity, legal status, and a brief factual recital describing the business relationship, jurisdiction, and effective date to avoid ambiguity about who is bound.

Scope of Services

Describe deliverables, milestones, acceptance criteria, and any performance metrics or SLAs, including how changes are handled and what constitutes a completed service.

Data Processing Rules

Specify categories of data, permitted processing activities, retention, deletion instructions, subprocessors, and data export or cross-border transfer restrictions.

Fees and Payment

Include pricing, invoicing cadence, late-payment remedies, expense reimbursement, taxes, and any conditions for payment withholding or setoff.

Confidentiality / DPN Terms

Define confidential information, nondisclosure obligations, permitted disclosures (e.g., legal compulsion), and required security measures for handling confidential or regulated data.

Liability & Termination

Allocate liability caps, indemnities, insurance requirements, termination rights for convenience or breach, and transition assistance obligations upon contract end.

Step-by-step: completing the agreement

Follow these steps in order to prepare, review, and finalize the Business Services and DPN Agreement.

01

Collect documents: Gather IDs, SOWs, and data flow maps before drafting.
02

Draft core terms: Populate parties, scope, fees, and DPN clauses.
03

Review compliance: Check HIPAA, state privacy, and export controls if applicable.
04

Sign and store: Obtain authorized signatures and retain executed copies.

Configure an online signing workflow

Set up digital routing and authentication to match the agreement’s required controls.

Field	Configuration
Signer Order	Sequential or parallel signer routing
Authentication	Email link, SMS code, or KBA
Attachments	Attach SOWs, exhibits, and data processing addenda
Record Retention	Enable audit trail and retention export

Where to send, file, and store executed copies

A clear distribution plan ensures all parties and regulators receive copies and that records are retained securely.

Counterparty: Email executed copy to authorized contacts
Corporate Records: Store signed agreement in legal repository
Compliance: Deliver data processing addenda to privacy team
Backup: Archive an immutable copy in records system

Technical and integration considerations

Confirm platform compatibility, authentication, and storage formats before e-signing and routing the agreement.

Supported Formats: PDF, DOCX, and HTML
Integrations: Salesforce, NetSuite, Google Workspace
Authentication Options: Email link, SMS, KBA, SSO

Ensure the chosen platform supports audit trails, exportable certificates of completion, and the security controls required by the agreement.

Typical eSignature vendor pricing and capability snapshot

Compare common plan and capability criteria across vendors; signNow appears first in the table as a baseline for cost and functionality.

	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	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
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Primary penalties and legal risks to watch for

Breach Fines: Regulatory fines for data breaches

Contract Voidance: Material errors can render clauses unenforceable

I-9 Penalties: Paperwork violations carry monetary fines

Tax Withholding: Missing TIN triggers 24% backup withholding

Late Filing: Penalties for late information returns

Reputational Risk: Customer and partner trust erosion

Common mistakes when preparing this agreement

Using inconsistent legal names across exhibits and tax forms, which can lead to enforceability disputes and payment delays.
Failing to identify data categories and processing purposes, causing gaps in required security controls or compliance obligations.
Omitting subprocessor or cross-border transfer clauses, leading to unexpected regulatory restrictions or inability to delegate processing.
Relying on weak signer authentication for high-risk data, increasing exposure to repudiation and regulatory scrutiny.

Practical tips for accurate and efficient completion

Follow consistent drafting, incorporate compliance checkpoints, and use digital workflows that preserve audit trails.

Use consistent legal names

Match the entity names used on tax and corporate documents and include state of formation to reduce ambiguity and support enforcement.

Document data handling

Attach a data processing addendum listing data categories, retention, subprocessors, and security controls to align contract terms with operations.

Confirm signer authority

Obtain evidence of signatory authorization (board resolution or corporate signature page) to ensure signatures bind the organization.

Preserve audit trails

Use an eSignature platform that records timestamps, IP addresses, and signer authentication events to support attribution and legal admissibility.

Real-world examples of use and outcomes

Below are two customer examples showing how organizations used combined service and data processing agreements in practice.

Optica Ventures — COO

Optica modernized contract handling to speed customer turnaround and reduce manual steps.

The interface simplified signer experience and internal workflows.
Brian Fitzgibbons, COO, noted the platform’s simplicity for his team and customers, which improved turnaround without adding complexity to their processes.

Fertility Centers — Founder

A healthcare provider centralized consent and vendor agreements to meet privacy demands.

The solution supported mobile and offline signing.
John Butler, Founder, praised the API and responsiveness of the provider, which allowed flexible integrations and secure handling of patient-related documents.

Who typically signs and their authority

Procurement Manager

Usually responsible for negotiating commercial terms, confirming scope and fee schedules, and coordinating internal approvals before routing the agreement for signature.

Data Protection Officer

Reviews and approves data processing terms, ensures privacy and security obligations meet regulatory standards, and advises on required technical and administrative safeguards.

Frequently asked questions

Answers to common legal, technical, and procedural questions about signing and managing a Business Services and DPN Agreement.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted; confirm that the transaction is not within ESIGN exceptions such as wills or certain court filings.
Do I need a HIPAA BAA for healthcare data?
If the agreement involves protected health information, include a Business Associate Agreement and ensure HIPAA compliant controls; HIPAA retention and safeguards apply (45 CFR §164.530(j)).
Are remote notarizations accepted?
Remote Online Notarization is accepted in many states but requirements vary; verify state RON rules, identity proofing, and recording retention before relying on RON.
What if a signer’s name is incorrect?
Name mismatches can create enforceability issues; correct party names and obtain an amendment or re-execution to avoid disputes and payment delays.
How should the executed document be stored?
Store a signed, tamper-evident copy with an audit trail and retain per applicable schedules (IRS 3 years, HIPAA 6 years); maintain access controls and backups.
What authentication strength is recommended?
Choose signer authentication proportional to risk: email or SMS for low-risk, KBA or multi-factor for sensitive data, and advanced signer authentication when regulatory standards require it.

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