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Business Services TLSC

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BUSINESS SERVICES TLSC

This Business Services Terms and Limited Service Contract (TLSC) is made and entered into as of by and between Client Name: (hereinafter "Client") and Service Provider Name: (hereinafter "Provider"). The parties agree as follows:

WHEREAS

WHEREAS, Client desires to retain Provider to perform certain business services as set forth in this TLSC and Provider represents that it has the skill, experience and resources to perform such services in a professional manner consistent with industry standards.

WHEREAS, the parties desire to set forth their agreement regarding the scope of services, compensation and their respective rights and obligations during the term of this TLSC.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows.

SCOPE OF WORK

Provider shall perform the services described below. Provider shall use qualified personnel and appropriate resources to achieve the objectives set forth. Any material change to the Scope of Work must be agreed in writing by the parties and may be subject to additional fees.

PAYMENT TERMS

Client shall pay Provider for the services in accordance with the fee structure set forth below. All sums are payable in United States dollars unless otherwise agreed in writing.

Select the payment schedule applicable to this Agreement:

One-time payment upon acceptance    Monthly installments    Milestone-based payments

Late payments shall accrue interest at percent per month (or the maximum lawful rate, if lower), plus any collection costs and reasonable attorneys' fees. A late administrative fee of may also be applied to past-due invoices.

TERM AND TERMINATION

This TLSC shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this TLSC for convenience upon giving days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of such breach.

Upon termination, Client shall pay Provider for all services rendered and approved expenses incurred through the effective date of termination. Provider shall deliver any work in progress and shall invoice Client for such amounts; Client shall pay invoices in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, including but not limited to business plans, financial data, technical information, customer lists, pricing and trade secrets. The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information except to perform its obligations under this TLSC, and (iii) not disclose Confidential Information to any third party except to its employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that is (a) publicly available other than through a breach of this TLSC; (b) already known to the receiving party without restriction at the time of disclosure; or (c) independently developed by the receiving party without use of Confidential Information. Upon written request or upon termination of this TLSC, the receiving party shall promptly return or destroy Confidential Information and certify such return or destruction upon request.

GOVERNING LAW

This TLSC shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Any legal action arising out of or relating to this TLSC shall be brought exclusively in the state or federal courts located within such state.

ADDITIONAL TERMS

Independent Contractor: Provider is an independent contractor. Nothing in this TLSC shall be construed to create an employer-employee relationship, joint venture, partnership or agency between the parties.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for all claims under this TLSC shall not exceed the total fees paid by Client to Provider under this TLSC during the preceding twelve (12) months.

Amendment: No amendment or modification of this TLSC shall be effective unless made in writing and signed by authorized representatives of both parties.

ENTIRE AGREEMENT

This TLSC, together with any exhibits, attachments and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior discussions, representations and agreements, whether oral or written.

Notices: All notices required or permitted under this TLSC shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be effective upon receipt.

Client

Printed Name:

By:

Date:

Provider

Printed Name:

By:

Date:

Enter text✕

What the Business Services TLSC is and why it’s used

Business Services TLSC is a standardized transactional service-level contract used by U.S. businesses to define scope, responsibilities, deliverables, pricing, and liability for outsourced or vendor-provided services. The TLSC consolidates terms such as performance metrics, payment schedules, termination rights, confidentiality, data handling, and dispute resolution into a single agreement designed for repeatable business service engagements. Many organizations pair a TLSC with related statements of work.

Why a clear TLSC reduces risk and supports operations

A Business Services TLSC clarifies deliverables, reduces ambiguities in vendor relationships, assigns risk, and documents payment and termination terms. Clear TLSCs lower operational disputes, support consistent performance measurement, and provide an auditable contract trail for compliance and governance.

Why a clear TLSC reduces risk and supports operations

Typical owners and contributors to a TLSC

Entities involved in recurring service procurement typically prepare a TLSC to document expectations and legal terms.

  • Procurement teams negotiating vendor engagements, service-level targets, and contract pricing.
  • Legal counsel drafting liability, indemnity, and termination clauses for protection.
  • Operations and account managers defining deliverables, timelines, and acceptance criteria.

Smaller businesses may use templates; enterprises often centralize TLSC creation in procurement or legal teams to ensure policy alignment.

Core elements every Business Services TLSC should include

A professional Business Services TLSC organizes scope, performance metrics, payment terms, confidentiality, liability allocation, and termination procedures into clear, enforceable sections.

Scope of Work

Define services, deliverables, milestones, and responsible parties. Include detailed statements of work or attach SOW exhibits to avoid later scope disputes and to enable measurable acceptance criteria.

Performance Metrics

Specify SLAs, KPIs, measurement methods, reporting cadence, and remedies for missed targets. Clarify escalation paths and acceptable performance thresholds tied to fees or credits where applicable.

Payment Terms

Document pricing, invoicing schedule, payment terms, late fees, expense reimbursement rules, tax responsibilities, and any milestone-based or retainer arrangements to avoid billing disputes and include currency and billing contacts.

Confidentiality

Include nondisclosure provisions, permitted disclosures, data classification, data handling procedures, encryption and access controls, and obligations for returning or destroying confidential information at contract end.

Liability & Indemnity

Define liability caps, exclusions, indemnification obligations, insurance requirements, and any carve-outs for gross negligence or willful misconduct to align commercial risk with the parties' bargaining positions.

Termination & Exit

Set termination for convenience and cause, notice periods, transition assistance, post-termination obligations, data return or deletion procedures, and rights to retained work product or licenses.

Step-by-step: preparing and executing the TLSC

Follow these sequential steps when preparing and executing the Business Services TLSC to ensure accuracy, enforceability, and smooth onboarding of vendors.

  • 01
    Draft: Assemble SOW, deliverables, and pricing schedules.
  • 02
    Review: Legal and procurement review terms and liabilities.
  • 03
    Approve: Obtain internal approvals and signatory authorization.
  • 04
    Execute: Collect signatures, date, and distribute final copies.

How to configure an electronic workflow for the TLSC

Configure an electronic workflow to place fields, define signer order, and set authentication so the TLSC can be completed and archived digitally.

Field Configuration
Signer Order Specify sequence or parallel signing; role-based order.
Authentication Choose email, SMS code, KBA, or SSO per signer.
Conditional Fields Show or hide sections based on responses or role.
Auto-Reminders Set reminder cadence and escalation for unsigned documents.

Where to file or send the executed TLSC

After execution, route signed TLSCs to internal records, procurement systems, finance, and external counsel as required for filing and operational use.

  • Internal Records: Store final PDF in contract repository.
  • Procurement: Record contract metadata and renewal dates.
  • Finance: Send invoices and payment schedules to AP.
  • Legal Counsel: Keep a copy for risk and dispute readiness.

Digital signing and eSubmission considerations

Use an eSignature platform that supports secure signing, audit trails, and integration with contract repositories for the Business Services TLSC.

  • Document Formats: Accept PDF, DOCX, and fillable forms.
  • Integrations: Connect with Salesforce, NetSuite, Microsoft 365.
  • Authentication Options: Support SMS, email, SSO, and KBA.

Timelines, deadlines, and typical processing expectations

Track execution deadlines, renewal notice windows, invoice due dates, and any regulatory filing dates that affect contractual obligations under the TLSC.

Execution Window:

Complete signatures within agreed signing period.

Renewal Notice:

Provide notice per agreement, typically 30–90 days.

Invoice Due Date:

Follow contracted net terms, commonly Net 30.

SLA Reporting Cadence:

Submit performance metrics as defined monthly or quarterly.

Regulatory Filings:

File any required disclosures per jurisdictional law.

Key penalties and legal risks to watch for

Breach Liability: Potential damages, contractual remedies
Tax Reporting: Incorrect TINs trigger backup withholding
HIPAA Violations: Civil penalties; BAA required
I-9 Noncompliance: Penalties per 8 CFR §274a.2
Data Breach: Regulatory fines, notification obligations
Late Filing: IRS penalties under IRC §6721

Common mistakes when preparing a TLSC

  • Using vague scope language that fails to list deliverables and acceptance criteria, which leads to disputes over whether a vendor met obligations.
  • Failing to verify signatory authority or to attach necessary corporate resolutions, causing execution delays or later challenges to contract validity.
  • Neglecting to specify data handling, encryption, or BAA terms when processing protected health information — exposes parties to HIPAA risk.
  • Missed renewal or notice periods because the agreement lacked clear renewal mechanics or automated calendar entries.

eSignature vendor pricing snapshot for TLSC workflows

Compare common vendor pricing and feature availability for eSignature plans relevant to Business Services TLSC execution and high-volume contract workflows.

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

Security and compliance features relevant to TLSCs

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Certifications: SOC 2 Type II, ISO 27001, PCI DSS
Regulatory Compliance: ESIGN, UETA, HIPAA (BAA available), CCPA
Accessibility: WCAG 2.0 Level AA compliance
Audit Trail: Detailed timestamps, IPs, and activity logs
Authentication: Options: email, SMS, KBA, SSO, 2FA

Frequently asked questions about Business Services TLSCs

Answers to frequent questions about completing, signing, and storing Business Services TLSCs, including eSignature, notarization, and retention considerations.


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