What makes an e-signature legally valid?

Under federal law, an electronic signature is binding if it demonstrates intent, consent to an electronic record, attribution to the signer, and reliable record retention. See ESIGN Act (15 U.S.C. ch. 96) and the UETA framework for intrastate transactions.

Can a Business Services Agreement be e-signed?

Yes in most cases; ESIGN and UETA permit electronic signatures for commercial contracts. Exceptions include wills, certain court filings, and other statutorily excluded categories—verify exceptions before choosing e-signature for a specific document.

When is notarization required for the agreement?

Most business contracts do not require notarization; when state law or counterparty requires a notarized acknowledgment for recordability or third-party acceptance, obtain in-person or remote notarization per state rules. Check state notary commission guidance for RON availability.

What if parties have different governing states?

Include a clear governing law clause and dispute resolution venue. Courts may enforce chosen jurisdiction absent fraud or public-policy concerns, but forum-selection clauses can be subject to state-specific consumer protections.

Handling protected health information under HIPAA

If the agreement touches PHI, include a Business Associate Agreement (BAA) and specify safeguards such as encryption, access controls, and six-year retention per 45 CFR §164.530(j). Ensure the eSignature provider can support HIPAA compliance.

How to amend or revise the agreement?

Require written amendments signed by authorized representatives; include change-order procedures, approval workflow, and effective date for amendments. For material changes, record signed exhibits and retain prior executed versions for audit and dispute resolution.

Electronic Signature
Templates
Miscellaneous
Business Services Long Form Agreement

Business Services Long Form Agreement

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

BUSINESS SERVICES LONG FORM AGREEMENT

This Business Services Long Form Agreement (the Agreement) is entered into as of (Effective Date), by and between:

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

RECITALS

WHEREAS, Client desires to obtain services in the area of business operations, technical support, consulting, and related services as described in this Agreement; and

WHEREAS, Service Provider represents that it has the qualifications, capacity, and experience to provide such services and is willing to perform the services on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the services to Client.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The specific tasks, deliverables, milestones, and acceptance criteria shall be set forth in the description below and any attached exhibits. Any changes to the Scope of Work shall be documented in a written change order signed by both parties.

Detailed Scope of Work (describe tasks, deliverables, milestones):

PAYMENT TERMS

Client shall pay Service Provider for the services performed in accordance with the fee structure and schedule set forth below. Fees do not include applicable taxes unless expressly stated.

Total Fee / Estimated Amount: Payment Schedule (describe installments, milestones, due dates): Invoice Frequency:

Payments are due within days of receipt of a properly rendered invoice. Overdue amounts shall accrue interest at the rate of per month (or the highest rate permitted by law, if lower). In addition, late payments incur a late fee of per invoice.

Accepted Payment Methods:

TERM AND TERMINATION

The term of this Agreement shall commence on and 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 for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred prior to the effective date of termination.

Upon termination, Service Provider shall deliver to Client all work in progress and completed deliverables and shall invoice Client for all unpaid amounts earned through the effective date of termination. Client shall pay such invoices in accordance with the Payment Terms.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, in writing, or by inspection, 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 includes, without limitation, business plans, financial information, technical data, customer lists, trade secrets, and proprietary systems.

The Receiving Party shall (a) use Confidential Information only for the purpose of performing its obligations under this Agreement, (b) limit disclosure of Confidential Information to its employees, agents, or subcontractors who have a need to know and who are bound by obligations of confidentiality at least as protective as those set forth herein, and (c) protect Confidential Information from unauthorized use or disclosure with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential Information does not include information that (i) is or becomes publicly available other than by breach of this Agreement, (ii) was rightfully known to the Receiving Party prior to disclosure, (iii) is rightfully received by the Receiving Party from a third party without a duty of confidentiality, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The obligations in this Confidentiality section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue for so long as such information remains a trade secret under applicable law.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its representations, warranties or obligations under this Agreement.

EXCEPT FOR A PARTY'S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY OR A BREACH OF THE CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor. Nothing in this Agreement shall be deemed to create an employer-employee, partnership, joint venture, or agency relationship between the parties. Service Provider shall supply all tools, equipment, and personnel required to perform the services, unless otherwise agreed in writing.

Service Provider shall maintain general liability insurance and professional liability insurance in amounts sufficient for the performance of the services and shall provide certificates of insurance upon reasonable request.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Any dispute arising under or in connection with this Agreement shall be resolved by binding arbitration if the parties agree, or, alternatively, by the state and federal courts located within the governing state if arbitration is not elected. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any exhibits, statements of work, and written change orders signed by the parties) 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, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an acquirer of all or substantially all of its business or assets without such consent. The provisions of this Agreement that by their nature are intended to survive termination shall survive.

Primary Client Contact (name and title): Primary Client Contact Email: Primary Service Provider Contact (name and title): Primary Service Provider Contact Email:

CLIENT

Printed Name:

By (Signature):

Date:

SERVICE PROVIDER

Printed Name:

By (Signature):

Date:

What the Business Services Long Form Agreement Covers

The Business Services Long Form Agreement is a comprehensive contract template used by companies to define the scope, deliverables, timelines, payment terms, confidentiality, and dispute resolution for professional services engagements. It consolidates operational details, performance standards, and legal protections into a single document suitable for medium- to high-value projects. The form is structured to capture party information, milestones, acceptance criteria, change order procedures, indemnities, insurance requirements, and termination rights so both service providers and clients have a clear, enforceable record of their obligations.

Why a Detailed Long Form Agreement Matters

A Business Services Long Form Agreement clarifies expectations, reduces disputes, and records risk allocation between parties. It supports enforceability by documenting key terms such as payment schedules, performance metrics, and governing law, helping both sides avoid ambiguity during project execution.

Who Prepares and Signs This Agreement

Typical users who prepare or sign this form include project managers, procurement staff, legal counsels, and external service providers.

In-house legal and contracts teams who negotiate milestones, indemnities, and governing law.
Procurement and vendor managers responsible for billing terms, SLAs, and acceptance criteria.
External consultants and agencies acting as service providers and counterparty signers.

Use appropriate signatory authority and internal approvals before execution to ensure enforceability and administrative traceability.

Essential Sections to Include

Core sections of the Business Services Long Form Agreement establish scope, payment, timelines, risk allocation, confidentiality, and change control processes.

Scope of Work

Defines tasks, deliverables, milestones, acceptance criteria, and exclusions; use clear metrics and references to exhibits to avoid later disputes over what the provider must deliver.

Payment Terms

Specifies fees, invoicing schedule, late-payment interest, retainers, expense reimbursement, and payment triggers tied to milestone acceptance to prevent cash-flow and billing disagreements and tax treatment.

Performance Standards

Lists service levels, response times, measurement methods, remedies for missed SLAs, and escalation paths so both parties understand performance expectations and remedies, including liquidated damages if applicable.

Liability & Indemnity

Allocates risk via limitation of liability, indemnification clauses, insurance requirements, and caps or carve-outs for consequential or third-party claims and procedures for claim notice and defense coordination.

Confidentiality

Defines confidential information, permitted disclosures, duration of confidentiality obligations, and remedies for breach; include data protection and any HIPAA addenda for healthcare-related projects and encryption requirements.

Change Control

Describes formal change request process, approval authority, impact assessment on cost and schedule, and how amended scope updates exhibits or price schedules with signature confirmation.

Step-by-Step: From Draft to Execution

Follow these sequential steps to complete and execute the Business Services Long Form Agreement electronically or on paper.

01

Prepare Document: Populate all standard fields and attach exhibits.
02

Review & Negotiate: Confirm terms with legal and finance stakeholders.
03

Signatures: Collect signatures in correct order and record timestamps.
04

Store & Distribute: Save final executed copy and notify parties.

Configure the Digital Workflow

Configure digital workflow settings to match approval order, authentication, and retention rules for the long form agreement.

Field	Configuration
Signing Order	Sequential or parallel signing configured per role
Authentication Method	Email link, SMS code, or KBA for high-risk
Field Types	Text, checkbox, date, signature, conditional fields
Retention Settings	Automatic archival, export to cloud, retention policy applied

Platform Capabilities for Electronic Execution

Digital execution requires a platform supporting secure audit trails, configurable authentication, and export to standard file formats for downstream recordkeeping.

File Formats: PDF, DOCX, and XML supported
Integrations: Salesforce, NetSuite, Google Workspace
Security Controls: TLS 1.2/1.3 and AES-256 at rest

Comparing eSignature Pricing and Key Features

Compare baseline pricing and key enterprise features relevant to executing Business Services Long Form Agreements and high-volume signature workflows.

	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 (Business Premium)	Yes	Yes	Yes	Yes
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA available)	Yes (BAA available)	Yes (BAA available)	No	No

Immediate Risks from Errors or Omissions

Late Payment Risk: Interest, collections, reputational harm

Invalid Signature: May void agreement

Tax Consequences: Backup withholding 24%

HIPAA Exposure: Breach fines, BAA required

I-9 Errors: Civil fines possible

Misfiled Notice: Statutory deadline missed

Common Preparation Mistakes to Avoid

Using vague scope language that omits deliverable acceptance criteria, leading to disputes over whether milestones were completed as required.
Failing to confirm signer authority or corporate power, which can result in a contract challenge or unenforceability.
Neglecting to specify governing law and jurisdiction, increasing litigation costs when parties are in different states.
Omitting data protection clauses or HIPAA addenda where applicable, exposing parties to compliance and privacy risks.

Who Typically Signs on Behalf of Each Party

Alex Morgan — Chief Procurement Officer

Alex oversees vendor selection, contract negotiation, and approval workflows for recurring services. They ensure payment terms align with company treasury practices and coordinate with legal to mitigate liability before contract execution.

Taylor Reed — VP, Service Delivery

Taylor defines deliverables, acceptance criteria, and performance metrics used in the agreement. They manage change orders and confirm that SLAs are measurable and enforceable prior to signing and coordinate post-signature reporting.

Supporting Documents and Export Options

Supporting exhibits and export options enhance enforceability and operational use of the Business Services Long Form Agreement and downstream integrations.

Required Exhibits

Attach scope of work, payment schedule, deliverable acceptance criteria, insurance certificates, and any project-specific technical specifications as numbered exhibits referenced in the main agreement.

Proof of Authority

Include corporate resolution or power of attorney when a signatory signs on behalf of an entity to demonstrate signing authority and prevent later challenges.

Export Formats

Maintain executed copies in PDF/A for archival, DOCX for editable records, and export to integrated ERPs or cloud storage for audit and processing.

Versioning

Track revisions with version numbers, timestamps, and audit trail entries; retain earlier signed versions when amendments change obligations materially.

Key Dates to Specify in the Agreement

Key dates and standard processing deadlines to include in the agreement and internal calendars for compliance.

Agreement Effective Date (MM/DD/YYYY format):

Date obligations begin; format MM/DD/YYYY.

Milestone Acceptance Deadline (days stated):

Specify acceptance window, e.g., 10–30 days after delivery.

Invoice Payment Terms and Triggers:

Net 30, Net 45, or milestone-triggered payments.

Termination Notice Period Requirements and cure rights:

Advance notice required, commonly 30–90 days.

Tax and Recordkeeping Retention for IRS compliance:

Retain records for at least 3 years for IRS purposes.

Electronic Execution Flow at a Glance

Overview of the electronic execution flow for the Business Services Long Form Agreement in cloud eSignature platforms.

Upload Document: Sender uploads final draft to eSignature system.
Place Fields: Add signature, initial, date, and conditional fields.
Authenticate Signer: Use email, SMS code, or advanced KBA.
Complete & Audit: Signed copies and audit trail generated automatically.

Frequently Asked Questions and Practical Answers

Common questions and practical resolutions when preparing, executing, or enforcing the Business Services Long Form Agreement.

Need help? Contact support

What makes an e-signature legally valid?
Under federal law, an electronic signature is binding if it demonstrates intent, consent to an electronic record, attribution to the signer, and reliable record retention. See ESIGN Act (15 U.S.C. ch. 96) and the UETA framework for intrastate transactions.
Can a Business Services Agreement be e-signed?
Yes in most cases; ESIGN and UETA permit electronic signatures for commercial contracts. Exceptions include wills, certain court filings, and other statutorily excluded categories—verify exceptions before choosing e-signature for a specific document.
When is notarization required for the agreement?
Most business contracts do not require notarization; when state law or counterparty requires a notarized acknowledgment for recordability or third-party acceptance, obtain in-person or remote notarization per state rules. Check state notary commission guidance for RON availability.
What if parties have different governing states?
Include a clear governing law clause and dispute resolution venue. Courts may enforce chosen jurisdiction absent fraud or public-policy concerns, but forum-selection clauses can be subject to state-specific consumer protections.
Handling protected health information under HIPAA
If the agreement touches PHI, include a Business Associate Agreement (BAA) and specify safeguards such as encryption, access controls, and six-year retention per 45 CFR §164.530(j). Ensure the eSignature provider can support HIPAA compliance.
How to amend or revise the agreement?
Require written amendments signed by authorized representatives; include change-order procedures, approval workflow, and effective date for amendments. For material changes, record signed exhibits and retain prior executed versions for audit and dispute resolution.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now