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Business Terms & Conditions

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BUSINESS TERMS & CONDITIONS

This Business Terms & Conditions (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client Name: seeks to obtain certain business services and deliverables from Service Provider Name: ; and

WHEREAS, Service Provider represents that it has the professional capability, personnel and resources to perform the services described in this Agreement in a timely and workmanlike manner under the terms set forth below.

SCOPE OF WORK

Service Provider shall perform the services and deliver the work product described below. Deliverables, milestones and acceptance criteria shall be set forth in detail.

PAYMENT TERMS

Client shall pay Service Provider for the services and deliverables in accordance with the schedule and amounts set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

All undisputed invoices are due within days of receipt. Service Provider shall itemize fees and provide reasonable documentation supporting each invoice. Late payment shall accrue interest at the rate stated above and Service Provider may suspend performance for unpaid invoices after ten (10) days' written notice.

TERM AND TERMINATION

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

Either party may terminate this Agreement for cause upon material breach by the other party that remains uncured thirty (30) days after written notice. Either party may also terminate without cause by providing days' prior written notice. Upon termination, Client shall pay Service Provider for all work performed through the effective date of termination and for any non-cancellable commitments made in good faith.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one 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. Confidential Information includes business plans, pricing, customer lists, technical data, and specifications.

The Receiving Party shall: (a) protect Confidential Information 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 only to perform under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party, (ii) was known to the Receiving Party prior to disclosure without restriction, (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (iv) is rightfully obtained from a third party without breach of an obligation of confidentiality. The obligations in this section survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

INTELLECTUAL PROPERTY & LICENSES

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and methodologies. Upon full payment, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Any modifications, derivative works or customizations created specifically for Client shall be owned by unless otherwise agreed in a separate written instrument.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

NOTICES

All notices required under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email (with confirmation). Notices are effective upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to rules governing choice of law. The parties agree to attempt to resolve disputes through good faith negotiation. If unresolved within sixty (60) days, disputes shall be resolved by binding arbitration conducted in the governing jurisdiction, with a single arbitrator selected under the rules agreed by the parties.

AMENDMENT; ASSIGNMENT

No modification or amendment of this Agreement is effective unless in a writing signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes all obligations hereunder.

ENTIRE AGREEMENT

This Agreement, including any exhibits and approved statements of work incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior discussions, proposals, or agreements, whether written or oral.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Headings are for convenience only and do not affect interpretation. Time is of the essence with respect to each party's performance under this Agreement where stated.

Client Printed Name:

By:

Date:

Service Provider Printed Name:

By:

Date:

Enter text✕

What a Business Terms & Conditions Agreement Covers

A Business Terms & Conditions agreement sets the formal legal relationship between contracting parties, defining services or goods, payment terms, delivery, warranties, liability limits, confidentiality, intellectual property, termination rights, and dispute resolution. It establishes the rules that govern transactions and the remedies for breaches, and it can be executed electronically under U.S. e-signature law when parties satisfy intent, consent, attribution, and retention requirements.

Why a Clear Terms & Conditions Document Matters

Clear written terms reduce ambiguity, limit dispute exposure, allocate risks, support regulatory compliance, and provide evidence of agreed obligations. Well-drafted terms streamline commercial operations and make enforcement more straightforward in courts or arbitration.

Why a Clear Terms & Conditions Document Matters

Who Typically Prepares and Signs These Terms

Businesses, legal teams, procurement departments, and independent contractors all use Terms & Conditions to document commercial relationships and expectations.

  • Small businesses and startups that need predictable payment, delivery, and liability rules to scale operations efficiently.
  • Legal and procurement teams that centralize contract language to reduce negotiation time and maintain consistent risk profiles.
  • Vendors and service providers supplying recurring services or software who require clear usage, payment, and termination mechanics.

Core Sections to Include in a Professional Template

A robust Terms & Conditions template organizes essential clauses so parties can quickly identify rights, duties, and remedies.

Scope & Definitions

Define services, deliverables, and key terms precisely so that interpretation disputes are minimized and each party’s obligations are clear.

Payment Terms

Specify amounts, currency, invoicing schedule, late fees, acceptable payment methods, and consequences of nonpayment, including interest and collection costs.

Term & Termination

State the contract length, renewal mechanics, notice periods for termination, and survival of critical clauses after termination.

Liability & Indemnity

Limit direct liability, exclude consequential damages where permitted, and allocate indemnification responsibilities for third-party claims and breaches.

Confidentiality & IP

Protect trade secrets and define ownership or licensing of intellectual property created or exchanged during the engagement.

Dispute Resolution

Identify governing law, venue or arbitration process, remedies available, and any limitations on class actions or jury trials.

Essential Fields to Include

Party Names: Full legal names
Effective Date: MM/DD/YYYY
Payment Terms: Net terms and currency
Scope of Work: Deliverables summary
Termination Notice: Days required
Signature Block: Signatory name and title

Step-by-Step: Complete and Execute the Terms

Follow these steps to prepare, review, sign, and preserve a binding agreement.

  • 01
    Prepare Template: Assemble standard clauses and populate party details.
  • 02
    Customize Terms: Adjust payment, delivery, and liability clauses to match the deal.
  • 03
    Review: Legal or finance teams review for compliance and risk.
  • 04
    Sign and Archive: Execute signatures, capture audit trail, and store copies.

Online Workflow Settings to Configure

Configure authentication, signature flow, and retention so the electronic process satisfies legal and operational requirements.

Setting Configured Value | Rationale
Authentication Email verification | Basic identity attribution
Signature Type Electronic signature | ESIGN/UETA compliance
Notifications On-completion email | Audit and delivery proof
Retention PDF + audit trail | Reproducible legal record

Typical Electronic Execution Flow

The signing process follows a predictable sequence that preserves proof of intent and action.

  • Upload Document: Sender uploads final agreement PDF or DOCX.
  • Place Fields: Add signature, date, and data fields where needed.
  • Send to Signers: Dispatch via email link or sharing URL.
  • Complete Signing: Signers authenticate, sign, and receive copies.

Technical and Integration Considerations

Ensure the eSignature platform supports required authentication, audit trails, and file formats for your industry and internal systems.

  • File Formats: PDF, DOCX, and HTML supported
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Security: TLS and AES-256 encryption

Common Legal and Financial Risks

Breach Liability: Exposure to damages
1099 Penalties: Up to $330 per form
I-9 Violations: $281–$2,789 per violation
Confidentiality Breach: Reputational and statutory fines
Invalid Signature: Enforceability risk if requirements unmet
Data Breach Cost: Regulatory and remediation expenses

Key Timeframes to Build into the Agreement

Specify clear deadlines and notice periods to avoid disputes and support operational planning.

Effective Date:

Enter as MM/DD/YYYY to fix commencement

Payment Due Date:

Example: Net 30 from invoice date

Renewal Notice Period:

Typically 30–90 days before term end

Termination Notice:

Specify days required for convenience or breach

Dispute Notice Window:

Require prompt written notice, commonly 30 days

Practical Tips for Accurate and Enforceable Terms

Apply these drafting and operational practices to reduce disputes and preserve enforceability.

Use Plain, Precise Language
Avoid vague words like 'reasonable' where a quantifiable metric can be used; precise language limits interpretive disputes and supports enforcement.
Specify Payment Mechanics
Include exact amounts, currency, invoicing cadence, and bank details where appropriate to prevent payment misunderstandings and to enable collections.
Document Approvals and Changes
Require written amendments signed by authorized representatives; verbal changes often create enforceability and evidence problems later.
Maintain an Audit Trail
Preserve originals, signed copies, and audit logs showing timestamps, IP addresses, and signer authentication to support legal admissibility.

Real-World Examples of Contract Use

Two concise examples illustrate how organizations rely on clear terms to operate efficiently and resolve issues.

Optica Ventures

Optica needed a simple online agreement to speed deal flow and reduce back-and-forth approvals.

  • Streamlined execution across clients.
  • Brian Fitzgibbons, COO at Optica Ventures LLC, said the interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

Martin Properties

A real estate operator required uniform rental terms to reduce tenant disputes.

  • Faster tenant onboarding and recordkeeping.
  • Tim Martin, Founder of Martin Properties, noted he can process and execute all of these documents online with 100% compliance and built-in security.

eSignature Vendor Pricing and Capabilities Snapshot

Compare starting price and common capability indicators across major eSignature vendors; signNow is listed first per platform comparison conventions.

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, trial available Yes, trial available Yes, trial available Yes, trial available
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently Asked Questions About Business Terms & Conditions

Answers to common execution, enforceability, and practical questions when preparing or signing business Terms & Conditions.


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