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Business Services TES Agreement

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Business Services TES Agreement

Parties and Effective Date

This Business Services TES Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client seeks to retain Service Provider to perform technical evaluation and support services described in this Agreement; and

WHEREAS, Service Provider represents that it possesses the qualifications, experience and abilities necessary to perform such services and agrees to perform such services for Client under the terms set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of those services.

SCOPE OF WORK

Service Provider shall perform the services described below (the Services). The Services shall include the tasks, deliverables, milestones and acceptance criteria described in the space provided. Service Provider agrees to furnish all labor, materials, equipment, supervision and management required to perform the Services in a professional manner consistent with industry standards.

PAYMENT TERMS

As consideration for the Services, Client agrees to pay Service Provider as set forth below. All amounts are stated in United States dollars unless otherwise specified.

Invoices are due according to the Payment Schedule. Unless otherwise agreed in writing, amounts not paid within the agreed payment period shall accrue interest at the rate specified above and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to recover overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination for convenience by either party requires the notice period stated above and payment to Service Provider for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party (Discloser) to the other party (Recipient) in connection with this Agreement 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, including business plans, technical data, software, customer information, pricing and trade secrets.

Recipient shall: (a) protect Confidential Information of Discloser with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to Recipient's employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to Recipient at the time of disclosure without restriction on use or disclosure; or (iii) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

The obligations in this Confidentiality section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. Equitable relief, including injunction, shall be available to a Discloser in addition to any other remedies for breach of confidentiality.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives before initiating litigation. If the dispute is not resolved by negotiation within 30 days, either party may pursue any available remedies in the state or federal courts located in the chosen governing law state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including 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 agreements, proposals, understandings and communications, whether oral or written. Any modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of Parties: Service Provider is an independent contractor and not an employee, agent or partner of Client. Neither party shall have authority to bind the other except as expressly set forth in this Agreement.

Assignment: Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control that includes the assigning party's business relevant to this Agreement.

ACKNOWLEDGEMENTS

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement, that the person signing below is authorized to execute this Agreement on behalf of such party, and that the execution and performance of this Agreement will not violate any other contract, law, regulation or order applicable to such party.

Client Printed Name:

By:

Date:

Service Provider Printed Name:

By:

Date:

Enter text✕

What the Business Services TES Agreement Is and When It Applies

The Business Services TES Agreement is a standardized service contract that documents the terms, deliverables, timelines, payment, and responsibilities between a service provider and a business client. It typically covers scope of work, fees and invoicing, performance standards, change orders, confidentiality, IP ownership, termination rights, and dispute resolution. The template is meant for recurring professional services engagements and can be adapted to projects, retainers, or time-and-materials arrangements while preserving core contractual protections for both parties.

Why a Clear TES Agreement Matters for Business Services

A well-drafted Business Services TES Agreement reduces scope disputes, clarifies payment and liability, and protects intellectual property and confidential data. It creates predictable expectations for delivery and a written basis for remedies if performance or payment issues arise.

Why a Clear TES Agreement Matters for Business Services

Who Typically Uses the Business Services TES Agreement

The Business Services TES Agreement is used by providers and buyers in service-based engagements across small businesses and enterprises.

  • Independent consultants and small agencies delivering project or retainer services to corporate clients.
  • Corporate procurement and vendor management teams purchasing ongoing or one-off professional services.
  • In-house legal or operations teams standardizing contract terms for repeat engagements.

Use the template as a baseline, then adapt scope, indemnities, and payment terms to match project risk and industry-specific requirements.

Core Sections to Include in a Professional TES Agreement

A complete Business Services TES Agreement organizes the relationship and reduces ambiguity. Each section below defines the element and its practical purpose so parties can negotiate precisely where needed.

Scope of Work

Describe services, deliverables, acceptance criteria, milestones, and any excluded work to prevent scope creep and support billing decisions.

Payment Terms

Specify fees, invoicing schedule, late fees, expense reimbursement, and any retainers; tie payments to milestones where practical.

Term & Termination

Set effective date, contract length, renewal mechanics, and termination rights for convenience, breach, or insolvency with notice requirements.

Confidentiality

Define confidential information, permitted uses, exceptions, and duration of nondisclosure obligations after termination.

Intellectual Property

Allocate ownership or license rights for work product, pre-existing materials, and define assignment mechanics where IP transfer is required.

Liability & Indemnity

Limit damages, set liability caps and carve-outs, and allocate indemnification obligations for third-party claims and IP infringement.

Step-by-Step: Completing the TES Agreement

Follow these sequential steps to prepare, review, and finalize the Business Services TES Agreement so the document is enforceable and operationally ready.

  • 01
    Gather Information: Collect legal names, tax IDs, contact and billing details.
  • 02
    Define Scope: Attach a clear statement of work or deliverable list.
  • 03
    Negotiate Terms: Agree payment, timelines, IP, and liability clauses.
  • 04
    Sign & Distribute: Execute signatures, provide fully signed copies to stakeholders.

How to Configure an Online Signing Workflow

Set up the electronic workflow to reflect signer order, authentication level, and document fields for a compliant e-execution process.

Field Configuration
Signer Order Specify sequential or parallel signing and routing rules.
Authentication Choose email link, SMS code, or KBA depending on risk.
Conditional Fields Use conditional visibility for optional exhibits or pricing.
Audit & Copies Enable audit trail, final PDF generation, and delivery settings.

Where to Send Signed Copies and How They Travel

Signed TES Agreements usually follow a short distribution path to ensure accounting, legal, and operational teams receive final copies.

  • Primary Recipient: Send final signed PDF to the buyer and supplier contacts.
  • Accounting: Deliver invoice-ready copy to AP for payment processing.
  • Legal Record: Store a signed copy with contract management or legal counsel.
  • Project Team: Provide scope and milestone versions to delivery teams.

Digital Signing and Delivery Considerations

Choose an eSignature platform that supports your authentication, audit trail, and storage requirements before initiating signatures.

  • Document Formats: PDF, DOCX, and fillable forms are commonly supported.
  • Integrations: Look for connectors to CRM, ERP, and cloud storage.
  • Compliance: Ensure the platform supports HIPAA BAA or 21 CFR Part 11 if required.

Proper platform configuration reduces signer friction, preserves chain-of-custody, and automates audit logs for compliance and recordkeeping.

Common Timeframes and Deadlines to Track

Monitor effective dates, milestone due dates, invoicing cycles, and termination notice periods to avoid breaches or payment delays.

Effective Date:

MM/DD/YYYY — governs when performance obligations start.

Milestone Deadlines:

Listed per SOW — tie invoices to milestone acceptance.

Invoice Due Dates:

Net 30, Net 45, or the agreed payment term from invoice date.

Termination Notice:

Typically 30–90 days depending on contract clause.

Warranty Periods:

Defined in SOW — begins at acceptance of deliverables.

Key Contract Milestones and Processing Stages

Track milestone stages from proposal through closeout; each stage triggers specific actions by legal, finance, and delivery teams.

01

Proposal Approval

Finalize SOW and pricing; obtain internal signoff.

02

Contract Execution

Both parties sign and exchange executed copies.

03

Project Kickoff

Schedule kickoff and confirm resource allocation.

04

Final Acceptance

Complete acceptance testing and issue final invoice.

Common Mistakes to Avoid When Preparing the Agreement

  • Vague scope language that omits deliverable acceptance criteria and leads to disputes over billing and rework.
  • Using inconsistent party names or failing to include the exact legal entity and tax ID, causing payment or enforcement problems.
  • Leaving indemnity and liability language undefined or asymmetric, exposing one party to outsized risk without premium compensation.
  • Failing to align payment milestones with deliverable acceptance, which can create cash-flow disputes and late-payment claims.

Consequences of Errors or Missing Information

Enforceability Risk: Missing signatures or mismatched party names can make the agreement voidable.
Tax Exposure: Incorrect payment or TIN data can trigger backup withholding or IRS inquiries.
Payment Delays: Unclear invoice terms often lead to disputed or late payments.
Liability Loss: Absent liability caps can expose a party to unlimited damages.
Regulatory Noncompliance: Improper handling of PHI or student data can breach HIPAA or FERPA.
Contractual Penalties: Missed milestones may trigger termination rights or liquidated damages.

eSignature Vendor Comparison for Executing TES Agreements

A neutral comparison of common capability and pricing points. signNow is listed first per vendor convention; check each vendor for plan details and compliance add-ons.

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 Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About the Business Services TES Agreement

Answers to common execution and compliance questions when preparing or e-signing a Business Services TES Agreement.


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