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Business Services Open Agreement

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BUSINESS SERVICES OPEN AGREEMENT

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

RECITALS

WHEREAS, Client requires certain business services, including but not limited to consulting, implementation, and advisory services, as further described in the Scope of Work below; and

WHEREAS, Service Provider has represented that it has the experience, qualifications, personnel and resources necessary to perform the services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client on an open or on‑going basis pursuant to the terms of this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described below and in any attachment executed by the parties. The Scope of Work may be amended from time to time by written agreement of the parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimburse agreed expenses in accordance with the following terms.

Monthly invoicing Per milestone Upon completion Other

Invoices are due within the number of days specified above from the invoice date. All amounts are payable in lawful currency and are exclusive of taxes unless otherwise stated. Client shall be responsible for any sales, use, value-added or other taxes imposed by any governmental authority, exclusive of taxes on Service Provider's income.

Unpaid amounts shall accrue interest at the rate specified above per month (or the maximum rate permitted by law, if less). In addition to interest, Client shall pay reasonable collection costs and expenses, including attorneys' fees, incurred by Service Provider in enforcing payment obligations.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Termination shall be without prejudice to any rights or remedies the non-breaching party may have under applicable law.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether disclosed orally, visually, or in writing, 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 excludes information that is (a) or becomes publicly known through no breach of this Agreement; (b) already known to the receiving party at the time of disclosure without an obligation of confidentiality; (c) rightfully obtained 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 (i) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) protect such Confidential Information with reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are subject to confidentiality obligations at least as protective as those contained herein. Upon termination or written request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party and certify such return or destruction in writing.

The parties acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages may not be an adequate remedy; accordingly, the disclosing party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

GOVERNING LAW

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.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any statements of work, attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification to this Agreement must be made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee agrees in writing to be bound by the terms of this Agreement. The waiving of any breach shall not constitute a waiver of any other breach.

ADDITIONAL TERMS

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Service Provider agrees to perform services in a professional and workmanlike manner consistent with industry standards. Except to the extent caused by gross negligence or willful misconduct, neither party shall be liable to the other for incidental, consequential, special or punitive damages.

Client Printed Name:

By:

Date:

Service Provider Printed Name:

By:

Date:

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What the Business Services Open Agreement Is and when it applies

A Business Services Open Agreement is a standard contract framework that sets ongoing terms between a service provider and a business client for routine or on-demand services. It defines the scope of covered work, pricing or rate schedules, invoicing and payment terms, confidentiality obligations, termination and renewal mechanics, and dispute resolution. Organizations use an open agreement to streamline repeat engagements without drafting a new contract for each assignment, while preserving the ability to attach task-specific statements of work or purchase orders as exhibits.

Why organizations use an open services agreement

Standardizing terms across recurring engagements reduces negotiation time, clarifies responsibilities, and centralizes risk management while allowing task-level flexibility through attached statements of work.

Why organizations use an open services agreement

Who commonly uses the Business Services Open Agreement

Teams that manage repeat or variable services adopt open agreements to speed onboarding and reduce legal review for each individual assignment.

  • Procurement and vendor management teams that issue regular purchase orders under one master agreement.
  • Professional services firms that deliver ongoing advisory, IT, or consulting work to multiple clients.
  • Internal legal and finance groups seeking a single contract to govern recurring engagements and invoicing.

Use an open agreement when you need consistent legal terms plus the flexibility to approve individual tasks without renegotiating core contract provisions.

Essential clauses to include in a professional open agreement

Include clear, enforceable clauses that allocate risk, define deliverables and payment, and provide straightforward mechanisms for changes, termination, and dispute resolution.

Scope

Define covered service categories and reference detachable statements of work for task-level details and deliverables to avoid ambiguity.

Term

Specify the agreement start date, automatic renewal terms, and procedures for renewal notices and termination for convenience or cause.

Compensation

Describe rates, invoicing cadence, approved expenses, late payment interest, and any holdback or milestone payment structure.

Confidentiality

Set obligations for handling confidential and proprietary information, permitted disclosures, and duration of nondisclosure protections.

Indemnity

Allocate responsibility for third-party claims, specify limits or caps on indemnity and exclusions for indirect damages when appropriate.

Dispute Resolution

Select governing law, venue, and whether disputes go to arbitration or courts; include escalation or interim relief procedures.

Data and security provisions to consider

Encryption in transit: TLS 1.2/1.3
Encryption at rest: AES-256
Certifications: SOC 2 Type II, ISO 27001
HIPAA protection: BAA required
Audit trail: Timestamped activity log
Authentication: Email, SMS, KBA, SSO options

Step-by-step: completing and executing the agreement

Follow a consistent sequence to prepare, approve, sign, and archive the open agreement to reduce errors and speed deployment.

  • 01
    Draft or upload: Prepare the master agreement and attach standard statement-of-work templates.
  • 02
    Insert fields: Place signature, initials, date, and conditional fields for optional clauses.
  • 03
    Approve internally: Obtain legal and finance approvals before sending to the counterparty.
  • 04
    Execute and record: Collect signatures, archive the signed copy, and register the template for reuse.

Configuring an online workflow for repeat use

Design a reusable template with conditional fields, automated approvals, and integration points to reduce manual steps for each new statement of work.

Field Configuration
Authentication Method Email link default; add SMS or KBA for higher assurance
Signature Types Signature, initials, date and checkbox fields as required
Conditional Clauses Show specific clauses when checkbox or role selected
Integrations Map party and invoice fields to CRM or ERP systems

Typical routing flow for executing an open agreement

A streamlined routing sequence keeps approvals and signatures consistent across engagements.

  • Upload Template: Add the master agreement and attach SOW exhibits
  • Assign Signers: Designate roles and signing order for internal and external parties
  • Send for Signature: Transmit via secure link or email to recipient
  • Store Records: Capture signed PDF and audit trail in your document repository

Digital signing and platform requirements

Choose a signing platform that supports required authentication, audit trails, and integrations with your back-office systems.

  • Integrations: Salesforce, NetSuite, Microsoft 365
  • File Formats: PDF, DOCX, HTML supported
  • Authentication: Email, SMS code, SSO

Ensure the provider can provide a downloadable signed PDF with an audit trail and, for regulated data, a Business Associate Agreement or equivalent compliance documentation.

Key timing elements to include and monitor

Document the timeframes that govern performance, invoicing, renewal, and notice requirements to avoid missed obligations.

Effective Date:

The contract start date in MM/DD/YYYY format; controls when duties begin.

Payment Terms:

Specify Net 30, Net 45, or milestone dates to set expectations for cash flow.

Delivery Milestones:

Set clear dates or intervals for deliverables and acceptance testing.

Renewal Notice:

State how many days prior to expiration a notice is required to opt out or renew.

Record Retention:

Identify retention obligations for invoices, SOWs, and signed agreements.

Typical milestone sequence from draft to ongoing use

Milestones help teams track progress from drafting to execution and initial project delivery.

01

Drafting and Negotiation

Internal counsel and the counterparty negotiate core terms and attach SOW templates.

02

Internal Approval

Legal and finance approve the final template and pricing schedules before execution.

03

Execution and Countersignature

All required signers execute the document and receive a copy with audit trail.

04

Project Onboarding

Work is scheduled under a SOW and invoicing begins per agreed terms.

Common mistakes to avoid when preparing this agreement

  • Using vague service descriptions that leave billing or deliverable expectations unclear and invite disputes.
  • Failing to specify which version of a SOW controls if multiple exhibits conflict with the master terms.
  • Neglecting to confirm signatory authority, resulting in unsigned or unenforceable contracts when challenged.
  • Not documenting change-order processes; informal approvals can create scope creep and payment disagreements.

Consequences of errors or omissions

Tax exposure: Backup withholding 24%
Contract unenforceable: Missing authority or signatures
Regulatory fines: HIPAA penalties possible
Payment disputes: Chargebacks or withheld funds
I-9 penalties: Not applicable for contractors
Data breach risk: Breach notification costs

Real-world examples of open agreement use

Organizations often use open agreements to accelerate routine business while keeping legal oversight centralized.

Optica Ventures LLC

Optica adopted a master open agreement to reduce repetitive contracting steps and centralize terms.

  • The interface simplified routing and approvals.
  • As a result, the company reduced turnaround time on routine engagements and maintained consistent contract language across portfolios while still attaching project-specific SOWs for billing and deliverables.

Martin Properties

Martin Properties used an open services agreement for property management tasks across multiple assets.

  • It standardized invoicing and liability limits.
  • The template allowed local property teams to issue SOWs quickly, which improved contractor onboarding and ensured uniform indemnity and insurance requirements across the portfolio.

Common eSignature vendor pricing and feature snapshot

Compare typical starting prices and feature availability for eSignature solutions commonly used to execute business services agreements; signNow is listed first per vendor comparison 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 Varies Varies Varies
Bulk Send Available (Premium tier) Available Available Available Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Practical tips for accurate and efficient completion

Follow these practical steps to reduce execution friction, enforceability risk, and administrative overhead when using an open agreement.

Use consistent naming conventions
Standardize party names, exhibit numbering, and SOW templates so automated systems and finance teams can match invoices to contractual terms without manual reconciliation.
Lock core clauses
Make indemnity, liability caps, and governing law non-editable in templates to prevent unauthorized changes during ad hoc SOW approvals.
Require signer authority
Collect printed name, title, and authority confirmation on the signature block to prevent later challenges about signatory capacity.
Preserve an auditable trail
Capture timestamps, IP addresses, and revision history for each signing event and store the completed PDF with the audit record for compliance.

Frequently asked questions about execution and validity

Answers to common questions about electronic execution, enforceability, and recordkeeping for a Business Services Open Agreement.


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