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Business Services Dimagi Agreement

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BUSINESS SERVICES DIMAGI AGREEMENT

This Business Services Dimagi Agreement (the Agreement) is entered into as of (Effective Date), by and between Service Provider: and Client: .

RECITALS

WHEREAS, Service Provider has professional expertise in providing business and software-related services, including but not limited to consulting, implementation, integration, and support; and

WHEREAS, Client desires to engage Service Provider to perform certain services as set forth in this Agreement and Service Provider agrees to provide such services under the terms and conditions contained herein; and

WHEREAS, the parties intend that their respective obligations and the terms for payment, confidentiality, and termination be set forth herein.

SCOPE OF WORK

Deliverables will be mutually agreed in writing and may include project plans, technical configurations, training materials, and acceptance criteria. Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Invoices issued by Service Provider shall be due within days of invoice date. Late payments shall accrue interest at the lesser of per month or the maximum rate permitted by applicable law.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days prior written notice to the other party. 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 (Receiving Party) shall hold in confidence and shall not disclose to any third party any non-public information disclosed by the other party (Disclosing 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"). Confidential Information shall not include information that is (a) known to the Receiving Party prior to disclosure without obligation of confidentiality, (b) becomes generally known to the public through no act or omission of the Receiving Party, (c) rightfully received from a third party without restriction, or (d) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care. Confidential Information shall be used solely for the performance or receipt of services under this Agreement. The obligations of confidentiality shall survive termination for a period of years.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing tools, methodologies, software, and know-how. Client shall retain ownership of Client data furnished to Service Provider. Service Provider is granted a limited, non-exclusive license to use Client data solely to perform the services. Any custom deliverables expressly identified in the Scope of Work as work for hire shall vest in Client upon full payment; otherwise the parties will execute a license consistent with this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party’s breach of this Agreement, negligence or willful misconduct, except to the extent caused by the other party’s negligence or breach.

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.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including exhibits and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is found unenforceable, the remainder shall continue in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets.

SIGNATURES

Service Provider:

Printed Name:

By:

Date:

Client:

Printed Name:

By:

Date:

Enter text✕

What the Business Services Dimagi Agreement Is and Covers

The Business Services Dimagi Agreement is a contract template that defines the commercial relationship, scope of services, payment terms, data handling expectations, and basic risk allocation between a service provider and a client. It typically sets project milestones, deliverables, acceptance criteria, confidentiality duties, and term/termination provisions. For technology or professional services engagements it often includes data processing and security requirements, intellectual property licensing or assignment language, and a dispute-resolution clause to govern post-execution issues. Parties use it to record mutual obligations and to create an auditable foundation for billing, compliance, and contractual remedies.

Why use a formal Business Services Dimagi Agreement

A written agreement clarifies each party’s obligations, reduces dispute risk, and documents performance expectations, payments, and legal rights in one place.

Why use a formal Business Services Dimagi Agreement

Typical users and where this agreement fits

Use this agreement when services, recurring deliveries, or access to confidential data are part of the business relationship.

  • Procurement and contracting teams managing vendor selection and service levels.
  • Legal and compliance teams reviewing liability, IP, and data protection language.
  • Project leads and finance teams tracking milestones, invoicing, and acceptance criteria.

Who signs and why

Authorized Signatory

An officer or delegated representative with corporate signature authority must sign to bind the organization. Confirm signer name and title match corporate records to reduce the risk of a later challenge to authority.

Contract Administrator

A named contract administrator (project manager or account lead) manages daily performance, notices, and technical acceptance. Documenting this contact helps expedite dispute resolution and coordinates invoicing and deliverables.

Step-by-step: complete and execute this agreement

Follow these sequential steps to prepare, review, and obtain enforceable signatures for the Business Services Dimagi Agreement.

  • 01
    Prepare draft: Populate parties, services, fees, dates, and exhibits completely.
  • 02
    Internal review: Legal and finance confirm risk allocation, tax items, and payment schedule.
  • 03
    Set signing fields: Place signature, date, and initial fields for each party and any witness/notary fields.
  • 04
    Execute: Send for signatures using an audit-capable eSignature method; retain final signed copy.

How digital completion and routing typically works

Use a consistent digital workflow to minimize signer friction and ensure an auditable trail of actions.

  • Upload: Upload the agreement PDF/DOCX into the eSignature platform.
  • Assign fields: Place signature, date, and conditional fields for each signer role.
  • Set authentication: Require email, SMS code, or stronger methods as appropriate.
  • Send and track: Send in role order and monitor completion and reminders.

Common workflow settings to configure before sending

Configure authentication, role order, reminders, and template settings to match internal approval rules.

Field Configuration
Authentication method Email link plus optional SMS code
Bulk send Enable on plans that support batch delivery
Template saving Save as reusable template with locked clauses
Audit retention Retain certificate with IP, timestamp, and events

Digital signing requirements and file compatibility

Confirm retention and export options for signed PDFs and the audit certificate to meet internal recordkeeping and compliance needs.

  • File formats: PDF, DOCX, HTML, XLSX supported
  • Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace
  • Authentication: Email, SMS, or advanced methods

Essential clauses to include in a professional Business Services Dimagi Agreement

A robust agreement combines commercial clarity with legal protections covering payment, scope, confidentiality, and risk allocation.

Scope of Services

Describe deliverables, acceptance criteria, milestones, and any performance metrics so both parties understand obligations and timing.

Compensation

Specify fees, invoicing schedule, expense reimbursement rules, taxes, late-payment interest, and any milestone-based payments to avoid billing disputes.

Term and Termination

Set the contract term, renewal mechanics, and termination rights including cure periods and consequences for early termination.

Confidentiality

Define confidential information, permitted disclosures, duration of obligations, and remedies for unauthorized disclosure or misuse.

Data Security

Include data-handling standards, breach notification timing, and any required security certifications or third-party audits.

Liability and Indemnity

Allocate risk through caps on liability, excluded damages, and mutual indemnities for IP infringement or third-party claims.

Security and compliance items to confirm

Encryption: TLS 1.2/1.3
Data at rest: AES-256
Certifications: SOC 2 Type II
HIPAA: BAA required
21 CFR Part 11: Available where needed
Audit Trail: IP, timestamp, event log

Penalties and risks of incorrect or incomplete agreements

Tax penalties: IRC §6721 fines
I-9 violations: Civil fines possible
HIPAA breaches: Penalties and corrective plans
Unenforceability: Improper signatures
Data breach costs: Notification and liability
Intentional disregard: Higher statutory fines

Common mistakes to avoid when preparing this agreement

  • Leaving scope vague or using undefined deliverable terms that later cause disputes over payment and acceptance.
  • Mismatched signer names or titles that raise questions about authority and may delay enforcement.
  • Skipping security attachments or a required BAA when protected health information is exchanged, increasing regulatory risk.
  • Failing to set authentication or witness requirements correctly for notarized or recordable documents, which can invalidate recording.

Timelines, deadlines, and standard processing expectations

Track execution, delivery, and reporting deadlines carefully; some tax and reporting rules impose firm calendar dates.

Execution deadline:

Complete signatures by the agreed effective date or specified deadline.

Counterparty response:

Allow 30 calendar days for negotiation and signature unless a shorter period is agreed.

Recordation:

Record any instrument requiring public filing within the county/state timeframe established by local rules.

Tax reporting:

Provide W-9 upon request; file Form 1099-NEC by Jan 31 for reportable payments.

Retention start:

Retention obligations begin on execution or last effective amendment date.

Key milestones from drafting to archival

Use a milestone checklist to track drafting, approvals, signatures, and archival to ensure each stage is completed on time.

01

Draft Complete

All fields and exhibits finalized before internal review.

02

Internal Approval

Legal, finance, and project leads approve the final draft.

03

Execution

All parties sign and date the agreement.

04

Archive

Store signed copy and audit certificate in records management system.

eSignature vendor pricing and key differences

Compare basic pricing and core capabilities relevant to signing and distributing the Business Services Dimagi Agreement. signNow appears first for direct comparison.

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 Varies Varies Varies
Bulk Send Yes (Premium) 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

Real-world examples of digital execution and outcomes

These examples illustrate how organizations used a digital signing workflow to manage service agreements efficiently.

Optica Ventures (COO)

Optica adopted a digital workflow to simplify customer signing

  • The interface was easy for customers and staff
  • The result was faster turnaround and fewer signature errors, improving customer experience without adding complexity to internal processes.

Xerox (Director of NetSuite Ops)

Xerox integrated eSignatures with ERP systems

  • They automated signature routing across departments
  • This reduced manual entry, enabled consistent document formats, and ensured signatures flowed into NetSuite for faster billing reconciliation.

Frequently asked questions and troubleshooting

Answers to common legal, technical, and process questions encountered when preparing and signing the Business Services Dimagi Agreement.


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