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Business Services Smile Agreement

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Business Services Smile Agreement

This Business Services Smile Agreement (the Agreement) is entered into as of between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business services designed to improve Client customer experience and brand perception described herein; and

WHEREAS, Service Provider represents that it possesses the skill, personnel and resources necessary to provide such services and is willing to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be provided by Service Provider.

SCOPE OF WORK

Service Provider shall perform the business services and deliverables described below in a professional and workmanlike manner consistent with industry standards:

COMPENSATION AND PAYMENT TERMS

Client shall pay Service Provider for the services described in the Scope of Work according to the following terms.

Invoices shall be submitted in writing and are payable within days of invoice date. Late payments shall incur interest at the lesser of (a) a rate of per month on the outstanding balance, or (b) the maximum rate permitted by law. Client is responsible for reasonable costs of collection, including attorneys' fees, in the event of default.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 15 days of written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is identified 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, pricing, customer lists, trade secrets, methods, data, and deliverables.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement. The obligations in this section do not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy, at the Disclosing Party’s option, all materials containing Confidential Information and certify in writing the completion of such return or destruction.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against all liabilities, claims, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in performance of its obligations under this Agreement.

Except for indemnification obligations, in no event shall either party be liable for consequential, special, incidental or punitive damages, and each party's aggregate liability for any claim arising out of or relating to this Agreement shall not 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.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

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

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. The parties are independent contractors; nothing in this Agreement shall be construed to create an employment, agency, partnership or joint venture relationship between the parties. No waiver shall be effective unless in writing and signed by the waiving party.

Client

Printed Name:

By:

Date:

Service Provider

Printed Name:

By:

Date:

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What the Business Services Smile Agreement Is

The Business Services Smile Agreement is a standardized commercial contract used by service providers and business clients to record scope, deliverables, payment terms, confidentiality, and termination rights. It consolidates operational details, schedules, and responsibilities into a single agreement suitable for recurring services, projects, or retainers. The template is designed for clear assignment of obligations, risk allocation, and performance metrics; it accommodates attachments such as SOWs, pricing exhibits, and insurance certificates. When executed by authorized signatories and retained per applicable rules, it forms an enforceable electronic or paper contract under U.S. signature laws.

Why a Clear Agreement Matters

Using a clear Business Services Smile Agreement reduces ambiguity about responsibilities, timelines, and payment, and creates a documented basis for dispute resolution. It supports consistent procurement and vendor management practices while preserving enforceability under ESIGN and applicable state law.

Why a Clear Agreement Matters

Who Typically Completes This Agreement

Typical users include small and mid-size service providers, corporate procurement teams, and in-house legal or operations staff responsible for contracts.

  • Independent consultants and agencies managing recurring client engagements and deliverables online.
  • Procurement and vendor managers standardizing service terms across multiple vendors and departments.
  • Legal and operations teams needing auditable, signable records for disputes, insurance, and compliance.

Use the agreement when onboarding new providers, renewing retainers, or documenting projects that require measurable deliverables and payment schedules.

Core Sections to Include in the Agreement

Core sections of the Business Services Smile Agreement define scope, fees, confidentiality, liability, term, and termination mechanics for enforceable commercial relationships.

Scope of Work

Describe specific services, milestones, deliverables, acceptance criteria, and associated schedules. Attach a separate Statement of Work or exhibit for complex projects to avoid ambiguity during performance and billing.

Payment Terms

Specify fees, invoicing frequency, payment method, late fee rates, and reimbursable expenses. State currency, tax responsibilities, billing contacts, and remittance instructions to prevent disputes.

Confidentiality

Define confidential information, permitted disclosures, duration of confidentiality obligations, and remedies for breach, and specify encryption and access controls for electronic records.

Liability & Insurance

List limitations of liability, indemnity clauses, and required insurance coverage with insurer names, policy limits, and certificate delivery timing, annually or upon renewal.

Term & Termination

State the effective date, contract term, renewal conditions, and termination rights for convenience or cause, include notice periods and cure opportunities, and delineate post-termination obligations such as data return or deletion.

Dispute Resolution

Choose governing law and venue; consider arbitration or mediation steps, attorney fees allocation, and procedure for injunctive relief in IP or confidentiality breaches.

Essential Security and Compliance Elements

Encryption: TLS 1.2/1.3 and AES-256
Audit Trail: Timestamps, IP addresses, action log
BAA: Available for HIPAA-covered workflows
Certifications: SOC 2, ISO 27001, PCI DSS
Authentication: Email, SMS, KBA, SSO options
Retention: Reproducible records and export

Step-by-Step: How to Prepare and Execute

Follow these steps to complete and execute the agreement, whether on paper or via an eSignature platform.

  • 01
    Prepare Document: Populate fields, attach exhibits, and verify party details.
  • 02
    Review Terms: Confirm scope, fees, and termination clauses with stakeholders.
  • 03
    Select Signing Method: Choose eSign, in-person, or notarization as required.
  • 04
    Execute & Archive: Collect signatures, save final PDF, and record audit trail.

Configuring Online Signing Workflows

Configure online signing workflow settings to match authentication, routing, and retention requirements before sending the agreement for signature.

Field Configuration
Authentication Methods Email link, SMS code, or KBA for stronger identity proofing
Signer Order Set sequential or parallel routing; assign signer roles and responsibilities
Document Expiration Set expiration days, reminders, and automatic voiding rules
Retention Settings Configure export formats, archival location, and retention duration

Where to Send and File the Completed Agreement

Typical routing options and submission destinations for completed agreements, including internal systems and external recipients.

  • Send to Signers: Distribute an email link or direct signing URL to each signer.
  • Return Copies: Provide signed PDF copies and completion certificates to all parties.
  • File with Records: Upload executed agreements to contract repository or ERP like NetSuite.
  • Provide to Third Parties: Deliver executed agreements to insurers, banks, or auditors as required.

Technical Capabilities to Verify Before eSigning

Ensure the eSignature platform supports required integrations, authentication strength, and security controls before sending the agreement for signature.

  • Integrations: Salesforce, NetSuite, Google Workspace support
  • Authentication: Email, SMS, SSO, KBA available
  • Compliance: SOC 2, ISO 27001, ESIGN compliant

eSignature Pricing and Feature Snapshot

Compare starting prices and select capability differences among leading eSignature vendors relevant to executing the Business Services Smile Agreement.

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 Yes, 7-day trial Yes, limited Yes, limited Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Key Risks and Potential Penalties

Invalid Signatures: Contract may be unenforceable
Missing Fields: Delays, disputes, or rejection
Tax Penalties: Late filings can incur IRC §6721 fines
I-9 Violations: Civil penalties per 8 CFR §274a.2
HIPAA Breach: Civil and regulatory penalties
Data Exposure: Breach costs and reputational harm

Common Preparation Mistakes to Avoid

  • Using informal signatures without an audit trail leads to disputes over attribution and may weaken enforceability under ESIGN and UETA.
  • Failing to match legal entity names or confirm signatory authority can render a contract void or trigger warranty and capacity disputes.
  • Omitting exhibits or detailed SOW items creates scope ambiguity that delays payments and increases change-order disputes.
  • Not verifying authentication strength for high-risk agreements risks noncompliance with industry rules and potential privacy or security breaches.

How to Download, Save, and Archive Executed Agreements

Completed agreements can be exported in common formats (PDF, DOCX) and stored in contract repositories for audit, eDiscovery, and legal compliance.

PDF/A

Export final signed copies as PDF/A to preserve formatting and embed signature metadata; suitable for long-term archival and compatibility with court or regulatory review.

DOCX

Download editable copies for internal recordkeeping when negotiation continues, but retain the signed PDF as the authoritative record to maintain evidentiary integrity.

Audit Trail

Save and attach platform-generated audit trails showing timestamps, IP addresses, and signer actions to prove execution history in disputes or audits.

Cloud Archive

Store executed documents in secure repositories (Box, Google Drive, NetSuite) using access controls and retention policies aligned with compliance needs.

Practical Examples from Real Users

Two customer examples illustrate how standardized agreements and eSigning reduce cycle time and improve enforceability in practice.

Optica Ventures — COO

Optica standardized service contracts and shifted to online signature, reducing administrative steps and speeding client acceptances across portfolios.

  • The interface was simple and easy-to-use for clients and staff.
  • As a result, cycle times shortened, email follow-ups declined, and legal reviews focused on exceptions rather than routine renewals, improving throughput and client responsiveness.

Xerox — Director of NetSuite Operations

Xerox integrated the agreement into NetSuite and automated signature routing to support global procurement and document format flexibility.

  • Integration enabled signature routing and format flexibility across teams.
  • The integration reduced manual processing, centralized signed records, enforced correct signing order and formats, and improved audit readiness for cross-border procurement workflows.

Practical Completion Tips

These practical tips help ensure accurate, defensible, and efficient completion of the Business Services Smile Agreement across teams and systems.

Confirm authorized signatory and authority in advance
Verify the signer has corporate authority and record authorization in minutes or a board resolution where needed. Unauthorized signatures can lead to unenforceability and expensive repudiation disputes.
Use clear exhibits and SOW references
Attach detailed SOWs with acceptance criteria and schedules. Cross-reference exhibits explicitly in the main agreement to prevent arguments over whether terms are incorporated or merely illustrative.
Select authentication strength appropriate to risk
For high-value or regulated transactions, require KBA, two-factor authentication, or credential analysis. Document the chosen method to support attribution under ESIGN and UETA.
Maintain a single source of truth for executed versions
Store the executed PDF and audit trail in a secure repository. Avoid circulating multiple versions and implement documented retention to support audits and eDiscovery.

Frequently Asked Questions

Answers to common questions about execution, validity, and electronic handling of the Business Services Smile Agreement in U.S. contexts.


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