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Business Services SONL

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Business Services SONL Agreement

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

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services on a services-on-need-list basis (SONL), and Service Provider has represented that it has the expertise, personnel, and resources to perform such services in accordance with the terms of this Agreement; and

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

WHEREAS, the parties intend that this Agreement govern the performance, payment, confidentiality, and other obligations arising from such engagement.

Parties and Contact Information

Scope of Work

Service Provider shall provide the services described below and any additional services as mutually agreed in writing by the parties. Services shall be performed with reasonable skill and care in accordance with industry standards and this Agreement.

Payment Terms

In consideration for the performance of the services, Client shall pay Service Provider in accordance with the terms set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Any amount not paid within the time specified in the billing schedule shall accrue interest at the lesser of the rate of or the maximum rate permitted by law. In addition to interest, Client shall be responsible for reasonable collection costs, including attorneys' fees and court costs, incurred by Service Provider in enforcing payment.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party given not less than days prior to the effective date of termination. Either party may terminate this Agreement for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice identifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and approved expenses incurred through the effective date of termination, subject to any setoffs permitted under this Agreement.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated in writing as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information excludes information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, and shall not disclose such information except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations of confidentiality shall remain in effect for a period of following termination or expiration of this Agreement, unless otherwise required by law.

Independent Contractor; Assignment; Indemnification

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture, agency or partnership relationship between the parties. Service Provider shall be solely responsible for all federal, state and local taxes, contributions and obligations arising from its performance hereunder.

Neither party may assign or delegate any rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assigning party gives prompt written notice to the other party.

Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of claims resulting from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law.

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 conflicts of law rules. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the parties are unable to resolve the dispute through negotiation within forty-five (45) days, either party may pursue any available remedies in the state or federal courts located in the chosen governing state.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, proposals, understandings and agreements, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Acknowledgment

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the person signing below on its behalf is duly authorized to execute this Agreement.

Client Printed Name:

By:

Date:

Service Provider Printed Name:

By:

Date:

Enter text✕

What the Business Services SONL is and when it’s used

Business Services SONL is a standardized business document used to record service scope, responsibilities, acknowledgements, and the parties’ statement regarding liability or outstanding obligations. Typical content includes party names, a clear description of services or deliverables, payment terms, effective date, and signature blocks. Organizations use the SONL to create a durable audit trail for service acceptance, reconcile invoicing, and reduce disputes. When executed electronically with a retained audit trail, the form supports compliance with U.S. electronic signature frameworks and corporate recordkeeping practices.

Why a SONL matters for business operations

A Business Services SONL clarifies expectations, confirms service completion, and documents acceptance to reduce billing disputes. It strengthens auditability, provides demonstrable intent and consent for electronic transactions, and helps meet internal control and compliance requirements.

Why a SONL matters for business operations

Who typically prepares and signs a SONL

Typical users span operational, financial, and compliance functions that need a verifiable record of services and liabilities.

  • Service providers and vendors who deliver measurable work and need client acceptance recorded.
  • Procurement and accounts payable teams that match SONLs to invoices for payment reconciliation.
  • Legal and compliance teams that verify signatory authority and preserve audit evidence for disputes.

These groups rely on the SONL to streamline approvals, preserve evidence, and integrate with accounting or contract management systems.

Primary signatories and their roles

Vendor Administrator

Manages document creation and ensures the SONL reflects the agreed scope and deliverables. Responsible for attaching related invoices or SOWs and for keeping the executed record in the vendor file for audits and financial reconciliation.

Compliance Officer

Reviews SONL language for regulatory requirements and retention obligations. Confirms that any sensitive data handling is covered by required agreements and that signatures meet organizational authentication and recordkeeping standards.

Essential components to include in a Business Services SONL

A complete SONL contains discrete, searchable sections so each party and downstream system can validate status, obligations, and dates without ambiguity.

Parties

Full legal names for each party, entity type, and primary contact details to establish legal identity and service recipient for invoicing and notices.

Service Description

Clear, concise description of services, deliverables, and acceptance criteria so obligations and scope are unambiguous for both parties and auditors.

Statement of Status

Explicit statement (for example, 'no outstanding obligations' or 'services completed on X date') that documents the factual status the SONL is recording.

Payment Terms

Specify amounts, invoicing cadence, due dates, late fees, and billing contacts to link acceptance to payment processing and 1099 reporting where applicable.

Effective Date

The date on which the SONL’s statements take effect; used for performance, billing, and statute of limitations calculations.

Signatures

Designated signature blocks for authorized signers, with printed name, title, date, and space for notarization if required by jurisdiction.

Quick, four-step process to complete a SONL

Complete the SONL by preparing information, populating required fields, verifying signatory authority, then distributing and archiving the executed copy.

  • 01
    Prepare Document: Collect contracts, SOWs, and invoice references before drafting the SONL.
  • 02
    Populate Fields: Enter names, dates, TINs, and the service description accurately.
  • 03
    Verify Authority: Confirm the signer’s title and signing authority before sending for signature.
  • 04
    Distribute & Archive: Send executed copies to accounting, legal, and records; store with an audit trail.

Configuring an online SONL workflow

Set up the document workflow to match your authentication, routing, and retention policies before sending to signers.

Field Configuration
Signer Authentication Email link by default; add SMS or KBA for higher assurance.
Template Turn the SONL into a reusable template to reduce manual entry errors.
Reminder Schedule Enable automated reminders (for example, 3, 7, and 14 days) to reduce turnaround time.
Archive Location Save executed copies to your records system and backup storage.

Where to send the completed SONL

Route the executed SONL to functional teams and systems so acceptance, payment, and compliance tasks can proceed without delay.

  • Client Copy: Provide the signed SONL to the client for their records and dispute prevention.
  • Accounting: Send to AP to trigger invoice matching and payment processing.
  • Legal: Forward to legal for contract file and dispute readiness.
  • Records Archive: Store in a central repository with audit metadata and retention tags.

Technical considerations for eSigning and eSubmission

Choose a platform that supports audit trails, common file formats, and the authentication level your organization requires.

  • Formats: PDF, DOCX supported
  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Security: TLS and AES-256 encryption

Typical timing and related tax deadlines to keep in mind

Align SONL execution with billing cycles and tax reporting schedules to avoid withholding or late-reporting penalties.

Signed Before Service:

Execute the SONL prior to service start when acceptance triggers payment.

Payment Terms:

Follow stated Net 30 or agreed payment schedule for AP processing.

W-9 Provision:

Provide a W-9 upon request to prevent backup withholding obligations.

1099-NEC Deadline:

Report nonemployee compensation to recipients and IRS by Jan 31 each year.

Accounting Submission:

Send executed SONL to accounting within five business days of signing.

Common mistakes to avoid when preparing a SONL

  • Using informal or vague service descriptions that rely on verbal understandings rather than documented acceptance criteria.
  • Failing to verify signatory authority before sending, which can lead to enforceability disputes and rejected approvals.
  • Omitting TIN or W-9 data, prompting backup withholding or delays in tax reporting and vendor setup.
  • Neglecting to include a clear effective date, which complicates billing cycles and statute of limitation calculations.

Key risks and potential penalties associated with errors

Backup Withholding: 24% if TIN missing or incorrect
Contract Unenforceable: Missing signatures or improper signatory
Notarization Failure: Document may be refused for recordation
Tax Reporting: Late or incorrect 1099s trigger penalties
HIPAA Exposure: Fines if PHI handled without BAA
Data Loss: Insufficient retention threatens audit compliance

Typical eSignature vendor comparison for SONL workflows

Compare common vendor dimensions for executing and managing SONLs. signNow is listed first for alignment with platform capabilities and pricing tiers.

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 trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Common questions and troubleshooting for the SONL

Answers to frequent questions about e-signing, notarization, signatory authority, and recordkeeping to help avoid common processing delays.


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