Can this Agreement be signed electronically?

Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and UETA (adopted in most states), electronic signatures are generally enforceable if intent, consent, attribution, and retention requirements are met.

Is notarization required for validity?

Generally no for commercial agreements, but notarization may be required for certain instruments or in specific states; verify if the transaction affects real property or requires recordation.

How do I prove signer identity?

Use multi-factor authentication, email and SMS verification, or advanced signer authentication. Preserve audit logs showing timestamps, IP addresses, and authentication steps.

What if the signer lacks authority?

If a signer lacks authority the contract can be challenged. Keep board resolutions, power-of-attorney, or delegation documents to evidence signing authority.

How long should I retain the signed Agreement?

Retain the executed Agreement for the term plus at least three years; follow longer federal or industry-specific retention rules such as IRC §6501(a) and 45 CFR §164.530(j).

What happens if a required field is missing?

Missing or ambiguous fields can delay performance, create disputes, or render clauses unenforceable; validate required fields before execution and retain change history.

Electronic Signature
Templates
Miscellaneous
Business Special Agreement

Business Special Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BUSINESS SPECIAL AGREEMENT

RECITALS

WHEREAS, Client Name: with principal place of business at (the "Client");

WHEREAS, Service Provider Name: with principal place of business at (the "Provider"); and

WHEREAS, the Client desires to retain the Provider to perform certain services and the Provider agrees to perform such services on the terms and conditions set forth herein, effective as of Effective Date: .

SCOPE OF WORK

The Provider will perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards.

Describe services, deliverables, milestones and acceptance criteria

PAYMENT TERMS

Compensation: The Client shall pay the Provider the fees set forth below in consideration for the services. Fees do not include taxes the Provider is required to collect or reimburse.

Total Fee Payment Schedule (milestones or installments) Payment Due (days after invoice)

Late Payment: If any scheduled payment is not received by the Provider within the period set forth above, the unpaid amount shall accrue interest at the lesser of (i) Late Fee Percentage: % per month, or (ii) the maximum rate permitted by law. In addition, the Provider may suspend performance for amounts overdue by more than days after written notice.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice delivered not less than Notice Period (days): days to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within days after receipt of written notice specifying the breach.

Effects of Termination

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party (the Disclosing Party) to the other party (the Receiving Party) 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.

Obligations: The Receiving Party shall (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except as expressly permitted in this Agreement.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly known through no breach by the Receiving Party; (b) was known by the Receiving Party prior to disclosure without an obligation of confidentiality; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations set forth herein shall survive termination of this Agreement for Confidentiality Period (years): years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct or negligent acts or omissions.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, and the aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid or payable to the Provider under this Agreement in the preceding twelve (12) months.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmed receipt.

Client Contact for Notices Provider Contact for Notices

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be effective unless in a written instrument signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the Parties: The Provider is an independent contractor and nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship. The Provider shall be responsible for all employment taxes and benefits for its personnel.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Client

Printed Name:

By:

Date:

Service Provider

Printed Name:

By:

Date:

What the Business Special Agreement Is and when it applies

A Business Special Agreement is a formal, written contract used by companies to record customized terms that fall outside standard master agreements — for example, unusual payment schedules, bespoke deliverables, special indemnities, or limited pilot arrangements. It defines the parties, scope, obligations, price or consideration, term, and dispute resolution procedures. This guide explains the Agreement's structure, required data fields, signing and filing options in the United States, and how to complete and retain a valid signed copy to preserve enforceability under ESIGN and applicable state law.

Why use a Business Special Agreement

A Business Special Agreement documents non-standard commercial terms clearly, reduces ambiguity, and records the parties' negotiated exceptions to standard contracts to minimize later disputes.

Who typically prepares and signs this Agreement

Common users include corporate counsel, procurement teams, finance officers, and authorized business leaders who negotiate bespoke terms for customers, suppliers, or partners.

General Counsel and Legal Teams — Draft and approve contract language to ensure enforceability and regulatory compliance across jurisdictions.
Procurement and Sourcing Managers — Negotiate commercial terms such as pricing, delivery schedules, and acceptance criteria for goods and services.
Chief Financial Officers and Controllers — Confirm consideration, payment terms, and accounting treatment before signature.

Final signatures should be executed by persons with actual authority or by named delegates accompanied by documented delegation of authority to avoid later validity challenges.

Who can sign on behalf of a business

Authorized Officer

CEO, President, or other officer with board-granted authority. Courts generally accept signatures by corporate officers when corporate bylaws or board resolutions authorize the transaction; retain the resolution or delegation document as evidence.

Named Agent or Proxy

An employee or external agent with written power of attorney or board delegation. Ensure the signing delegation is in writing and available to prevent disputes over authority during enforcement or third-party review.

Core sections to include in a professional Business Special Agreement

A concise structure makes the Agreement easier to review and enforce. Below are essential sections that should appear in nearly every Business Special Agreement to clearly allocate responsibilities and legal rights between parties.

Parties

Identify each party using full legal entity names, state of formation, and business address to avoid ambiguity in enforcement and service of process.

Recitals

Short background statements describing the purpose of the special terms and the relationship to any master agreement or purchase order.

Scope & Deliverables

Precise description of goods, services, milestones, acceptance criteria, and deliverable dates so obligations are measurable and verifiable.

Consideration

Specify payment amounts, invoicing schedules, taxes, and any credits, rebates, or performance-based adjustments.

Term & Termination

Define effective date, duration, renewal mechanics, and termination rights including cure periods and post-termination obligations.

Governing Law & Dispute Resolution

Designate the governing state law, venue, and dispute process (arbitration or court) and include notice procedures.

Step-by-step: complete and execute this Agreement

Follow these sequential steps to prepare, approve, sign, and store the Agreement with minimal friction and legal risk.

01

Draft: Populate fields, reference any master agreement, and attach exhibits.
02

Internal Review: Obtain legal and finance approval before external distribution.
03

Execute: Have authorized signers sign physically or electronically with proper authentication.
04

Store: Save executed copy in corporate records and provide copies to counterparties.

How to configure the online signing workflow

Set up a repeatable digital workflow that enforces required fields, authentication, and routing to reduce errors and maintain an audit trail.

Field	Configuration
Signature Type	Choose electronic signature with audit trail or digital PKI signature when higher assurance required
Authentication	Use email link plus SMS code or knowledge-based authentication for higher-risk transactions
Reminders	Enable automated reminder schedule to reduce signing delays
Templates	Save a template for recurring special agreements to enforce consistent fields and clauses

Where to send and how parties receive executed copies

Understand the delivery and filing destinations to ensure each stakeholder receives a signed copy and the company maintains a central record.

Counterparty: Send executed copy to counterparty legal and contract owner.
Internal Legal: Route final agreement to corporate counsel for retention and compliance tracking.
Finance: Provide invoice details and executed agreement to accounts payable or receivable.
Corporate Records: Store the signed PDF and audit trail in the company contract repository.

Digital signing and file-format considerations

Choose a platform that supports common file formats, audit trails, and enterprise integrations to streamline execution and recordkeeping.

Supported Formats: PDF, DOCX, and HTML accepted
Integrations: Salesforce, NetSuite, Google Workspace, Microsoft 365
Authentication: Email link, SMS code, or advanced options

Typical timing and scheduling checkpoints

Track key dates in a shared calendar and attach checkpoints to the contract record to avoid missed obligations or expiration surprises.

Effective Date:

Date when obligations begin; usually signed or specified

Execution Deadline:

Internal cutoff to finalize approvals and signatures

Delivery Milestones:

Specified due dates for deliverables and acceptance testing

Renewal Notification:

Notice window required to renew or decline renewal

Record Retention Start:

Date from which retention periods are measured

Common mistakes to avoid when preparing this Agreement

Using informal or inconsistent party names that differ from formation documents and create ambiguity during enforcement.
Leaving key fields blank (effective date, amount, or signature block) which can delay approval or make the document unenforceable.
Failing to confirm signer authority or retain a delegation of authority, exposing the contract to challenges.
Not preserving the full signed audit trail and metadata when using an electronic signature solution.

Consequences of errors or improper execution

Unenforceable Terms: Invalid or ambiguous clauses

Signature Disputes: Unauthorized signers

Regulatory Fines: Noncompliance with sector rules

Contract Delays: Missing approvals or fields

Privacy Violations: Improper handling of PHI

Tax Exposure: Incorrect reporting details

Real-world examples of similar agreements in practice

These brief cases show how organizations used tailored agreements to solve operational issues while preserving compliance and recordkeeping discipline.

Optica Ventures LLC

Optica used a special agreement to formalize investor reporting terms and timelines.

The focus was simplicity and customer usability.
The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

Martin Properties

A property manager documented nonstandard payment schedules for tenants during renovations.

The agreement tied payments to milestone completion.
I can process and execute all of these documents online with 100% compliance and built-in security.

Pricing and feature snapshot for eSignature options to execute Business Special Agreements

Compare basic starting prices and a few practical feature differences when selecting an eSignature provider for executing Business Special Agreements in the United States.

	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	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently asked questions about executing a Business Special Agreement

Answers to common practical and legal questions when preparing, signing, and storing a Business Special Agreement in the U.S. context.

Need help? Contact support

Can this Agreement be signed electronically?
Yes. Under the ESIGN Act (15 U.S.C. ch. 96) and UETA (adopted in most states), electronic signatures are generally enforceable if intent, consent, attribution, and retention requirements are met.
Is notarization required for validity?
Generally no for commercial agreements, but notarization may be required for certain instruments or in specific states; verify if the transaction affects real property or requires recordation.
How do I prove signer identity?
Use multi-factor authentication, email and SMS verification, or advanced signer authentication. Preserve audit logs showing timestamps, IP addresses, and authentication steps.
What if the signer lacks authority?
If a signer lacks authority the contract can be challenged. Keep board resolutions, power-of-attorney, or delegation documents to evidence signing authority.
How long should I retain the signed Agreement?
Retain the executed Agreement for the term plus at least three years; follow longer federal or industry-specific retention rules such as IRC §6501(a) and 45 CFR §164.530(j).
What happens if a required field is missing?
Missing or ambiguous fields can delay performance, create disputes, or render clauses unenforceable; validate required fields before execution and retain change history.

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