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Business Services NAVA Agreement

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Business Services NAVA Agreement

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services including advisory, implementation, and managed services; and

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

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows effective as of (the Effective Date).

Scope of Work

Service Provider shall perform the services described below (Services). Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for the Services as follows.

Payments are due within days of invoice unless otherwise specified in the Payment Schedule. Invoices shall itemize Services rendered and applicable expenses.

Overdue amounts accrue interest at the rate stated above and Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue payments.

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 30 days of written notice of the breach.

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination. Service Provider shall deliver to Client any Work Product completed up to the effective date, subject to payment in full.

Confidentiality

Each party (Receiving Party) will hold in confidence and not disclose or use 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"), except as necessary to perform this Agreement. Confidential Information does not include information that (i) is or becomes generally available to the public through no act or omission of the Receiving Party, (ii) was known by the Receiving Party prior to disclosure by the Disclosing Party, (iii) is received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors and advisors who have a need to know, provided they are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or upon request, the Receiving Party shall return or certify destruction of Confidential Information, except to the extent retention is required by law or internal compliance obligations.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing materials, methodologies and tools. Subject to Client's payment in full, Service Provider assigns to Client all right, title and interest in deliverables and Work Product created specifically for Client under this Agreement. Service Provider may retain copies for recordkeeping and professional purposes, provided no Confidential Information of Client is disclosed.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from breach of confidentiality or indemnification obligations, neither party's aggregate liability for claims arising out of this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Representations; Independent Contractor

Each party represents that it has the authority to enter into this Agreement. Service Provider is an independent contractor and not an employee, partner or agent of Client for any purpose. Service Provider is responsible for all employment taxes and benefits for its personnel.

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. Any dispute arising under this Agreement shall be resolved in the state or federal courts located within that State, and the parties submit to the exclusive jurisdiction of such courts.

Entire Agreement; Amendment

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach or failure to enforce any provision shall not constitute a waiver of any other breach or provision.

Service Provider:

By:

Date:

Client:

By:

Date:

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What the Business Services NAVA Agreement Is

The Business Services NAVA Agreement is a standardized contract used to define scope, deliverables, payment terms, timelines, and legal obligations between a service provider and a business client for non-asset value-added services. It clarifies roles, acceptance criteria, intellectual property allocation, confidentiality provisions, warranties, and termination conditions, and it often includes exhibits for schedules or statements of work. The agreement is suitable for recurring professional services and can be executed electronically when parties consent to electronic records and signatures under applicable U.S. law.

Why a Clear NAVA Agreement Matters

A Business Services NAVA Agreement reduces ambiguity by documenting deliverables, timelines, payment terms, and remedies; it supports enforceability by creating clear records, facilitates auditability, and, when executed electronically in compliance with ESIGN (15 U.S.C. ch. 96) and UETA, speeds execution and reduces administrative overhead.

Why a Clear NAVA Agreement Matters

Who Typically Uses This Agreement

Typical users include in-house counsel, procurement teams, project managers, and independent contractors handling business services agreements.

  • Small and mid-size businesses negotiating outsourced professional services with defined SLAs.
  • Enterprise procurement and vendor management teams standardizing vendor contracts across multiple departments.
  • Legal departments and outside counsel reviewing terms, IP assignment, liability, and compliance clauses.

Choose signatories from authorized officers or delegated managers to ensure binding execution and alignment with corporate approval policies.

Primary Clauses to Include

Core elements of a Business Services NAVA Agreement define scope, payment, IP, confidentiality, warranties, and termination provisions tailored to commercial service delivery.

Scope of Work

Precisely describe services, milestones, acceptance criteria, deliverables, and any exclusions; attach schedules or exhibits to reduce later disputes over performance expectations.

Payment Terms

Specify fees, billing schedule, invoice requirements, late payment interest, expense reimbursement, and conditions for retainers or milestone payments to avoid ambiguity.

Intellectual Property

State ownership of work product, any license grants or assignments, waiver of moral rights where appropriate, and third-party licensing obligations when applicable.

Confidentiality

Define confidential information, permitted disclosures, duration of obligations, and carve-outs such as compelled disclosure by law or information already public.

Warranties & Liabilities

Limit warranty scope, disclaim implied warranties where permitted, set liability caps and exclusions, and detail indemnity obligations and claim handling procedures.

Termination & Remedies

Specify termination for convenience and for cause, required cure periods, payment settlement on termination, transition assistance, and surviving obligations like confidentiality and IP.

Essential Information to Capture

Provider Legal Name: Full registered entity name
Client Legal Name: Full registered entity name
Effective Date: MM/DD/YYYY format
Scope Summary: Short descriptive service summary
Payment Terms: Amount, schedule, invoicing rules
Signatory Details: Name, title, email, signature date

Step-by-Step: Completing and Executing the Agreement

Follow these steps to complete and execute a Business Services NAVA Agreement accurately and in compliance with e-signature laws.

  • 01
    Prepare Draft: Collect scope, schedules, and exhibits for inclusion.
  • 02
    Review Terms: Internal review by legal and procurement teams.
  • 03
    Set Signers: Assign authorized signatories and their signing order.
  • 04
    Execute Electronically: Obtain consent for electronic records and signatures.

Typical Electronic Execution Workflow

Typical routing for e-execution ensures authentication, signature capture, and a preserved audit trail for compliance and recordkeeping.

  • Upload Document: Import finalized agreement as PDF or DOCX.
  • Place Fields: Add signature, date, and initial fields.
  • Authenticate Signers: Use email, SMS, or advanced methods.
  • Complete & Archive: Generate certificate and store signed record.

Configure Electronic Workflow Settings

Configure an electronic workflow that matches your approval hierarchy, authentication level, and archiving requirements before sending for signatures.

Field Configuration
Signer Authentication Email link, SMS code, or KBA
Signing Order Sequential or parallel per workflow
Expiry & Reminders Set link expiry and automatic reminders
Document Retention Save signed PDF and audit trail

Technical and Compliance Requirements for eSubmission

Confirm technical integrations, authentication strength, audit trail retention, and HIPAA or industry compliance requirements before initiating electronic signature workflows.

  • File Types: PDF, DOCX, or HTML supported
  • Integrations: Salesforce, NetSuite, Google Workspace, Box
  • Security: AES-256 at rest, TLS 1.2/1.3

Key Timing and Deadline Considerations

Key timing targets and regulatory deadlines associated with executing, delivering, and retaining the Business Services NAVA Agreement across typical business workflows.

Effective Date Recording:

Document's effective date controls obligations.

Execution Window:

Set signer response period and expiry.

Invoice Payment Deadline:

Follow payment schedule specified in the agreement.

Dispute Notice Period:

Provide notice within contract-defined cure period.

Retention Start Date:

Retention begins from effective date or final invoice.

Common Preparation Pitfalls to Avoid

  • Vague scope language leads to disputes over deliverables, acceptance criteria, and payment triggers; use measurable milestones and attach detailed exhibits.
  • Mismatched signatory authority occurs when the person signing lacks corporate delegation, risking unenforceability; verify board or procurement limits before execution.
  • Omitting confidentiality or IP specifics can leave ownership and data protection ambiguous, increasing litigation and compliance risk in regulated industries.
  • Improper electronic consent or lack of audit trail undermines enforceability under ESIGN/UETA; obtain explicit consent and preserve the transaction record.

Consequences of Incomplete or Incorrect Agreements

Contract Voidance: Missing authorized signatures risk unenforceability.
Payment Disputes: Late or unclear terms may trigger penalties.
IP Loss: Ambiguous assignment may forfeit rights.
Regulatory Breach: HIPAA or industry rules can lead to fines.
Operational Delay: Unclear milestones delay deliveries and payments.
Litigation Costs: Incorrect terms increase legal exposure.

eSignature Vendor Comparison for Executing This Agreement

Comparison of common eSignature vendors for executing the Business Services NAVA Agreement; signNow is listed first per vendor table convention.

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 Varies by plan Varies by plan Varies by plan Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA available) Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently Asked Questions

Frequently asked questions address execution, enforceability, notarization, and electronic signature concerns specific to the Business Services NAVA Agreement.


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