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Business Services ISA

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BUSINESS SERVICES ISA

Parties and Effective Date

This Independent Services Agreement ("Agreement") is entered into as of (the "Effective Date") by and between:

and

WHEREAS

WHEREAS, Service Provider is in the business of providing professional business services and has agreed to provide certain services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services and Provider agrees to perform the services in accordance with the terms of this Agreement.

Scope of Work

Service Provider shall perform the services, tasks and deliverables described below (the "Services"). Services shall be performed in a professional and workmanlike manner and in compliance with all applicable laws.

Payment Terms

In consideration for the performance of the Services, Client shall pay Provider as set forth below. All payments are due in U.S. dollars unless otherwise specified.

All payments due to Provider are exclusive of taxes. Client shall be responsible for any sales, use or other taxes assessed in connection with the Services, except taxes based on Provider's net income.

Term and Termination

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

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 by the other party if such breach is not cured within thirty (30) days after written notice of the breach.

Confidentiality

Each party acknowledges that during the term of this Agreement it may have access to confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall include nonpublic business, financial, technical, customer and pricing information. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is already known to the receiving party without restriction at the time of disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of Confidential Information.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to deliverables specifically created for Client under this Agreement (the "Work Product"). Provider retains ownership of Provider's pre-existing materials, methodologies and tools, and grants Client a nonexclusive, nontransferable license to use such materials solely as incorporated in the Work Product. Provider shall obtain waivers or assignments of rights from any subcontractors sufficient to enable Provider's assignments and licenses herein.

Independent Contractor

Provider is and shall remain an independent contractor of Client. Nothing in this Agreement shall be construed to create an employer-employee relationship, joint venture, agency or partnership between the parties. Provider shall be solely responsible for payment of all federal, state and local taxes, workers' compensation insurance and any other obligations arising from Provider's performance of the Services.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties may seek any remedy available at law or in equity in courts located within the chosen state.

Representations and Warranties; Indemnification

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Provider represents that the Services will be performed in a professional manner consistent with industry standards. Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct, subject to customary limitations on liability.

Entire Agreement

This Agreement, including all exhibits and attachments hereto, 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. Any amendment or modification to this Agreement must be in writing and signed by both parties.

Notices

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue 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 this Agreement in connection with a merger, sale of substantially all assets or transfer of control. The failure of either party to enforce any right shall not be deemed a waiver of that right.

Service Provider (Printed Name):

By:

Date:

Client (Printed Name):

By:

Date:

Enter text✕

What the Business Services ISA Is and When It Applies

The Business Services ISA is a written agreement used to define services, payment terms, and responsibilities between a business and an independent service provider or agent. It typically covers the scope of work, deliverables, performance standards, term and termination, confidentiality, and indemnity. The document may be executed in paper or electronically; when signed electronically it is subject to U.S. e-signature law and must include evidence of intent, attribution, consent, and record retention to ensure enforceability.

Why a Clear, Complete ISA Matters for Business Operations

A professionally drafted Business Services ISA reduces disputes, clarifies payment and deliverable expectations, and establishes operational responsibilities. Clear terms support regulatory compliance, enable reliable invoicing and tax reporting, and provide a defensible record if performance or payment issues arise.

Why a Clear, Complete ISA Matters for Business Operations

Typical Parties and Roles That Complete a Business Services ISA

The Business Services ISA is used by a range of organizations and individuals who engage external service providers or independent agents.

  • Small businesses and startups that engage contractors for marketing, IT, or professional services
  • In-house procurement and legal teams managing vendor relationships and standardized service engagements
  • Independent contractors, consultants, and agencies forming deliverable-based relationships with businesses

Choosing the correct signers and approvers reduces execution friction and speeds downstream processes such as onboarding, invoicing, and compliance checks.

Step-by-Step: Completing a Business Services ISA

Follow these steps to prepare, review, and obtain valid signatures for the ISA in a repeatable sequence that supports auditability.

  • 01
    Prepare Document: Populate parties, scope, compensation, and term before routing.
  • 02
    Attach Exhibits: Include SOWs, rate schedules, or insurance certificates as referenced.
  • 03
    Set Signer Order: Define who signs first and whether countersignature is required.
  • 04
    Capture Signatures: Obtain signatures with audit trail and date stamps.

Configuring an Online ISA Workflow

When completing the ISA online, configure fields and routing to match internal approval and authentication requirements.

Field Configuration
Signature Field Required; set signer order and mandate date field.
Date Field Auto-fill or require MM/DD/YYYY format for consistency.
Conditional Clause Show clauses only if checkbox or dropdown triggers apply.
Authentication Allow email link, SMS code, or stronger verification per risk.

Where to Send, File, and Route the Signed ISA

Determine the intended recipients and final repository before sending so distribution, compliance, and archival steps are completed without delay.

  • Send to Signers: Email or secure link delivered to listed signer addresses.
  • Return to Originator: Signed copies are routed back to contract owner and legal.
  • Share with Finance: Deliver executed ISA to accounts payable for processing.
  • Archive: Store final PDF and audit trail in records system.

Technical and Integration Considerations for Electronic Execution

Confirm platform capabilities and integrations before issuing the ISA to ensure authentication, audit trail, and storage meet policy requirements.

  • Integrations: Salesforce, NetSuite, Google Workspace
  • File Formats: PDF, DOCX, fillable form
  • Security Controls: TLS in transit; AES-256 at rest

Common eSignature Pricing and Feature Comparison

Compare typical per-user pricing and selected feature criteria for popular eSignature vendors; signNow appears first per platform vendor comparisons.

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 Varies
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

Core Clauses to Include in a Professional ISA

A complete ISA organizes obligations and remedies clearly. The following clauses form the backbone of enforceability and operational clarity.

Parties

Identify contracting parties by full legal name and entity type, include contact and notice addresses, and state signatory authority to avoid ambiguity.

Scope

Describe services, deliverables, milestones, and acceptance criteria with measurable outcomes to limit disputes over performance.

Compensation

Specify fees, invoicing schedule, reimbursements, and late-payment remedies. Tie payment triggers to deliverable acceptance where practical.

Term & Termination

State start date, renewal terms, termination for cause or convenience, notice periods, and obligations on termination including final payments.

Confidentiality

Define confidential information, permitted uses, and duration of confidentiality obligations post-termination, including return or destruction requirements.

Indemnity & Liability

Allocate risk with indemnity, limitation of liability, and insurance requirements; tailor limits to the engagement's risk profile.

Common Preparation Errors to Avoid

  • Entering informal or non-legal names that differ from tax or formation records, causing payment or tax issues.
  • Leaving scope and deliverables vague, which creates disputes over acceptance and triggers for payment.
  • Omitting execution details such as signatory authority, resulting in rejected or unenforceable agreements.
  • Failing to attach referenced exhibits or schedules, producing inconsistencies between the body and attachments.

Consequences of an Incorrectly Prepared ISA

Invalid Signature: May void agreement or require re-execution
Misidentified Party: Creates enforceability gaps and payment disputes
Missing Consideration: Contract may be unenforceable for lack of consideration
Failed Notarization: Affects records that require acknowledgement
Tax Reporting Risk: Incorrect vendor ID triggers IRC §6721 penalties
Confidentiality Breach: Potential regulatory or contractual liability

Typical Timelines and Expected Processing Times

Track key dates from negotiation through archiving; expectations below reflect common operational targets rather than statutory mandates.

Effective Date:

Set by parties; governs when obligations begin

Signature Deadline:

Commonly 7–30 days to return signed copies

Invoice Submission:

Typically within 30 days of deliverable acceptance

Contract Review Cycle:

Internal legal review often completes in 3–7 business days

Archival:

Finalize and store executed documents immediately after countersignature

Practical Examples: How Organizations Use an ISA

Real-world examples show how the ISA supports different operational needs across sectors and scales.

Martin Properties (Real Estate)

Local property manager adopted electronic ISAs to reduce in-person signing requirements and speed onboarding.

  • The change removed paper shipping delays.
  • "I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently." — Tim Martin, Founder

Fertility Centers of Illinois (Healthcare)

A medical provider used standardized ISAs with PHI safeguards to contract external lab services.

  • Required BAA and limited PHI access.
  • "The airSlate SignNow team has been exceptional, responsive, the API has been great, and we're extremely happy that we chose airSlate SignNow as a company." — John Butler, Founder

Frequently Asked Questions About the Business Services ISA

Answers to common questions about enforceability, electronic signing, notarization, and recordkeeping for the ISA.


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