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Business Use UL2

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BUSINESS USE UL2

Parties and Background

This Business Use UL2 Agreement ("Agreement") is entered into as of by and between (Client) and (Provider).

WHEREAS, Client requires certain business use services and/or a license to use Client's business premises, systems, or marks in the scope described below; and

WHEREAS, Provider possesses the experience, qualifications and resources necessary to perform such services and to grant any limited business use rights required under this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the business use governed by this Agreement.

Contact and Identification

Corporation Limited Liability Company Individual/Proprietor

Scope of Work

Provider shall perform and/or permit the following business use, in accordance with the terms of this Agreement. The scope shall describe services, permitted uses, locations, and any limitations or exclusions.

Payment Terms

Client shall pay Provider the consideration set forth below in exchange for the services and business use rights described in this Agreement.

Unpaid amounts shall bear interest at or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may also terminate for convenience upon days' prior written notice to the other party.

Termination shall not relieve Client of the obligation to pay for services performed and costs incurred through the effective date of termination, nor shall it relieve Provider of obligations that by their nature survive termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other party, whether oral, written, electronic or observed, including business plans, financial information, customer lists, trade secrets, technical information and other proprietary materials.

The receiving party shall: (a) hold Confidential Information in strict confidence using 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 rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no wrongful act of the receiving party; (ii) was in the receiving party's possession prior to receipt from the disclosing party without an obligation of confidentiality; (iii) is rightfully received by the receiving party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy Confidential Information and certify in writing to the disclosing party that such return or destruction has been completed, except to the extent retention is required by law or for archival backup purposes, in which case the retained copies shall remain subject to the confidentiality obligations herein.

Representations and Warranties; Indemnification

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and perform its obligations. Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of law, except to the extent caused by the indemnitee's own negligence or willful misconduct.

Limitation of Liability

Except for liability arising from a willful breach of confidentiality, gross negligence, willful misconduct, or indemnification obligations, no party shall be liable for incidental, consequential, punitive or special damages, and the aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total amounts actually paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties agree that any dispute arising under this Agreement shall be resolved by binding arbitration in the agreed county or judicial district, unless the parties mutually agree in writing to pursue litigation.

Entire Agreement; Amendments

This Agreement, including any exhibits, schedules and written appendices executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, provided that Provider may assign to an affiliated entity or in connection with a sale of substantially all of its assets.

Notices required under this Agreement shall be given in writing to the addresses set forth above and shall be effective upon receipt.

Acknowledgment

The undersigned representatives of each party hereby represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for whom they sign.

Client

Printed Name:

By:

Date:

Provider

Printed Name:

By:

Date:

Enter text✕

What the Business Use UL2 Is and when it applies

The Business Use UL2 is a standardized U.S. business form used to document authorized commercial use of resources, assets, licensed materials, or services between entities. It identifies the parties, describes permitted uses and restrictions, sets effective and termination dates, and records payment or consideration terms. The form creates a written record for internal controls, procurement, and regulatory compliance, and is commonly used when organizations must show proof of authorized business use for audits, vendor agreements, licensing, or internal asset management.

Why a clear Business Use UL2 matters for compliance and control

A completed UL2 reduces ambiguity about permitted use, supports internal controls, and supplies evidence for audits or regulatory reviews. It helps prevent unauthorized usage, clarifies payment obligations, and documents the scope and limits of access for vendors or employees.

Why a clear Business Use UL2 matters for compliance and control

Typical users and roles that complete the Business Use UL2

Organizations complete UL2 forms when they need a written record of permitted business use, usually involving procurement, licences, or shared assets.

  • Procurement teams and contract managers who track vendor permissions and licensing terms.
  • Legal and compliance officers who document terms for audit and regulatory compliance.
  • Operations or facilities staff who control access to equipment and shared systems.

The UL2 bridges operational practice and legal recordkeeping; multiple internal stakeholders often review and sign before execution.

Who can sign on behalf of a business

CEO

An authorized chief executive can sign broad commercial authorizations when delegated authority is documented in corporate bylaws or board resolutions; verify delegation before accepting signature.

General Counsel

Company counsel or an authorized legal designee often signs to confirm legal terms and compliance obligations; specimens of signature authority or POAs reduce later disputes.

Core sections you should expect in a professional Business Use UL2

A well-formed UL2 groups information into discrete sections that make responsibilities, duration, and limitations easy to find and enforce.

Parties

Full legal names and business entity types for each party, plus primary contacts and mailing addresses to ensure correct attribution and service of notices.

Scope of Use

A precise description of permitted activities, technical access limitations, permitted locations or systems, and any prohibited uses to limit ambiguity and control liability.

Effective Term and Duration

Effective date, renewal provisions, and termination triggers, including automatic expiry, notice periods, and post-termination obligations for return or destruction of materials.

Consideration

Any fees, credits, or other compensation tied to the permitted use, including invoicing cadence, payment terms, and consequences for late payment.

Compliance and Liability

References to applicable laws, insurance requirements, confidentiality, data handling rules, and any industry-specific compliance clauses that limit risk.

Signatures and Acknowledgements

Signature blocks with printed names, titles, dates, and witness or notary sections if required by the jurisdiction or organizational policy.

Required information and fields at a glance

Business Name: Legal entity name
Tax ID / EIN: Federal EIN or TIN
Primary Contact: Name, phone, email
Asset Description: What is being used
Usage Limits: Scope and duration
Signature Block: Signer name and date

Step-by-step: completing the Business Use UL2

Follow this sequence to reduce rework: gather details, confirm authority, complete fields, then execute with proper authentication and retention.

  • 01
    Prepare: Collect entity names, EINs, and contact details.
  • 02
    Describe Use: Write a concise, specific scope of permitted activity.
  • 03
    Set Dates: Enter effective and termination dates clearly.
  • 04
    Sign and Authenticate: Ensure authorized signer and required witness or notary.

Typical routing and approval flow for the UL2

A standard UL2 workflow ensures each stakeholder reviews their section, approves terms, and the final signer executes the document in order.

  • Upload: Initiator uploads the UL2 form for completion.
  • Assign Fields: Place signature, initials, and date fields for parties.
  • Review: Legal and finance review and approve changes.
  • Execute: Authorized signers sign in proper order.

Configuring an online UL2 workflow

Configure roles and authentication to match internal approvals and regulatory needs before sending the form for signature.

Field Configuration
Authentication Email link or SMS code
Signing Order Sequential or parallel
Notifications Email reminders and expiration
Storage Secure archive with audit trail

Digital signing and distribution requirements

Choose a platform that supports required authentication, audit trails, and the document formats your organization uses.

  • File Formats: PDF, DOCX, or HTML
  • Integrations: CRM and cloud storage
  • Security: TLS and AES-256 encryption

Ensure the chosen solution can provide a retrievable audit trail, exports in standard formats, and integrations with your recordkeeping systems for compliance.

eSignature vendor comparison for Business Use UL2 workflows

Compare typical vendor entry-level pricing and core features relevant to UL2 processing and secure execution; signNow appears first per vendor listing 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 7-day free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes (Business Premium) Varies by plan Varies by plan Varies by plan Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Consequences of incorrect or incomplete UL2 forms

Unenforceable Terms: Missing authority
Tax Exposure: Incorrect TIN
Liability: Broad undisclosed permissions
Regulatory Delay: Non-compliant recordkeeping
Financial Penalties: Contract breaches
Data Risk: Insufficient security

Common mistakes to avoid when preparing the UL2

  • Using inconsistent legal names across documents, which creates verification and enforceability issues during audits or payments.
  • Leaving scope descriptions vague or open-ended, producing disputes about permitted activities and exposure to unintended liability.
  • Failing to confirm signer authority or power of attorney, which can render signatures void or challengeable in enforcement.
  • Omitting retention or destruction clauses, complicating compliance with records requests, audits, or regulatory obligations.

Practical tips for accurate and efficient UL2 completion

Adopt consistent templates and verification steps to reduce errors, speed approvals, and maintain compliance across your organization.

Verify entity names and IDs
Before you send the UL2, confirm the exact legal entity name and EIN against formation or IRS records. This prevents tax reporting problems and ensures the correct party is contractually bound; keep a validated copy of supporting documents in the file.
Use template controls
Centralize UL2 language in a managed template to ensure consistent clauses for scope, insurance, and indemnity. Version-control templates and require legal review for deviations to limit negotiation time and downstream compliance risk.
Require appropriate authentication
Match signer authentication strength to risk: simple email links for low-risk approvals, SMS or knowledge-based authentication for higher-risk transactions, and notarization or RON when law or policy requires.
Maintain an accessible archive
Store executed UL2 documents with audit trails, retention metadata, and exportable copies. Retention schedules should map to federal and state requirements to support audits and legal holds.

Real-world examples of Business Use UL2 application

These condensed examples show how organizations use a UL2 to document authorized business activities and streamline approvals.

Optica Ventures — COO

Optica used a UL2 to standardize vendor access for research equipment, reducing approval time across sites by 50%

  • They required named users and duration limits to prevent misuse
  • The standardized form improved audit readiness and reduced repeated legal review across multiple agreements.

Martin Properties — Founder

Martin Properties executed UL2 forms for property management software access across regional offices

  • The UL2 defined permitted workflows and data export limits
  • As a result, on-boarding and off-boarding processes became consistent and reduced security incidents tied to access.

Frequently asked questions about signing and managing the UL2

Answers to common questions about electronic signing, notarization, signatory authority, and record retention for the Business Use UL2.


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