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Clark-Tiegan Business Services Agreement

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Clark-Tiegan Business Services Agreement

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business consulting, operations support, and related services and possesses the professional expertise and resources to perform such services for Client; and

WHEREAS, Client desires to engage Service Provider to perform the services described herein, and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described in the Scope of Work with reasonable skill, care, and diligence in accordance with prevailing industry standards and within the timelines expressly set forth in any statement of work or work order mutually executed by the parties.

2. Payment Terms

Any undisputed amount not paid within days after the invoice due date shall bear interest at the lesser of per month or the maximum rate permitted by law. In addition to interest, Service Provider may assess a one-time administrative fee of for overdue invoices.

3. Term and Termination

This Agreement commences on and, unless earlier terminated as provided herein, shall terminate on .

Either party may terminate this Agreement for any reason upon providing the other party with written notice at least days prior to the effective date of termination. Termination shall not relieve Client of liability for services rendered and expenses incurred prior to the effective date of termination.

Either party may immediately terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

4. Confidentiality

"Confidential Information" means non-public information disclosed by a party that is identified as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that is (a) publicly known through no breach of this Agreement, (b) already known to the receiving party prior to disclosure as evidenced by written records, (c) rightfully received from a third party without restriction, or (d) independently developed without use of the other party's Confidential Information.

The receiving party shall not disclose Confidential Information to any third party except to employees or contractors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

5. Intellectual Property

Unless otherwise agreed in a written statement of work, Service Provider retains ownership of all preexisting intellectual property and methodologies. Upon full payment of all amounts due, Service Provider grants Client a perpetual, non-exclusive, non-transferable license to use deliverables specifically provided to Client under this Agreement solely for Client's internal business purposes. Nothing in this Agreement shall be construed to transfer ownership of Service Provider's general know-how, templates, tools, or trade secrets.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for breaches of confidentiality or indemnity obligations, neither party's aggregate liability arising out of or relating to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for special, incidental, consequential, or punitive damages.

7. Independent Contractor

Service Provider is an independent contractor. Nothing in this Agreement creates an agency, partnership, joint venture or employment relationship between the parties. Service Provider is solely responsible for withholding all taxes and other statutory obligations for its employees and contractors.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of this Agreement.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Notices are effective upon personal delivery, one business day after dispatch by overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

10. Entire Agreement; Amendment

This Agreement, together with any executed statements of work and attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

11. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization.

Service Provider (Printed Name):

By:

Date:

Client (Printed Name):

By:

Date:

Enter text✕

What the Clark-Tiegan Business Services Agreement Is

The Clark-Tiegan Business Services Agreement is a bilateral services contract template used to define the scope, deliverables, payment terms, and responsibilities between a service provider and a client. It establishes performance milestones, acceptance criteria, confidentiality obligations, intellectual property ownership, and termination rights, and it can be adapted for consultative, ongoing, or project-based engagements. The agreement is designed to be signed by authorized representatives of each party, recorded as an enforceable business record, and stored according to applicable retention rules for tax, regulatory, and industry compliance.

Why using a formal Clark-Tiegan Agreement matters

A clear services agreement reduces ambiguity over deliverables, payment timing, and liability allocation while providing a written basis for dispute resolution, IP assignment, and confidentiality. Well-structured terms protect both parties and support compliance with tax, employment, and privacy obligations.

Why using a formal Clark-Tiegan Agreement matters

Typical parties and roles for the Clark-Tiegan Agreement

The agreement is commonly used by small and mid-size businesses, independent consultants, and in-house legal or procurement teams when formalizing services relationships.

  • Independent consultants and freelancers providing professional services to corporate clients
  • Procurement or vendor management teams formalizing repeat or project-based supplier relationships
  • Small business owners contracting outside professional services such as marketing, IT, or accounting

Use the agreement as a baseline and adapt clauses for industry-specific rules, project scale, or regulatory requirements before execution.

Step-by-step: filling out and executing the agreement

Complete fields in order to minimize rework, confirm legal names, and prepare attachments before initiating signatures.

  • 01
    Prepare document: Assemble SOWs, exhibits, and rates before populating fields.
  • 02
    Enter core data: Fill party names, effective date, scope, and payment terms.
  • 03
    Attach schedules: Add deliverable schedules, price lists, and insurance certificates.
  • 04
    Execute signatures: Send for signature with required authentications and retain audit trail.

Core provisions to include in a professional services agreement

A robust Clark-Tiegan Business Services Agreement includes commercial, legal, and operational clauses that allocate risk and set expectations for both parties.

Scope and Deliverables

Define specific tasks, measurable deliverables, milestones, and acceptance criteria so both parties share a single source of truth about what constitutes completion.

Fees and Payment

State fees, billing schedule, invoicing procedures, expenses, late payment interest, and any retainers or milestone payments to avoid ambiguity in cash flow management.

Term and Termination

Set contract duration, renewal rules, termination for convenience or cause, notice periods, and obligations that survive termination such as confidentiality and indemnities.

Intellectual Property

Allocate ownership of work product, license grants, pre-existing IP, and any transfer or assignment requirements for deliverables created under the agreement.

Confidentiality

Include mutual or one-way nondisclosure obligations, permitted disclosures, and the duration of confidentiality; specify remedies for breach and return/destruction requirements.

Liability and Insurance

Limit liability, include indemnities and specify insurance minimums and evidence (e.g., general liability, professional liability) to align risk transfer expectations.

Essential information fields to collect

Parties: Legal entity names
Contact: Primary contact details
Payment: Bank or billing details
SOW: Scope summary
Insurance: Policy types and limits
Signatories: Authorized signer names

Common preparation pitfalls to avoid

  • Using ambiguous scope language that creates disagreement over what constitutes an accepted deliverable and triggers disputes.
  • Failing to match legal entity names to registration documents, causing payment, tax, or enforcement complications.
  • Omitting termination mechanics or notice periods, which can lead to unexpected ongoing obligations and billing disputes.
  • Not attaching required exhibits such as price schedules or IP assignments, making the contract incomplete or non-executable.

Consequences of errors or omissions

Tax exposure: Incorrect reporting can trigger IRC penalties
Contract disputes: Ambiguity increases litigation risk
Payment delays: Missing invoice rules delay revenue
IP loss risk: Weak assignments can forfeit rights
Regulatory fines: Privacy breaches may trigger HIPAA
Notarization invalid: Missing notarization can void document

Typical routing and signing workflow

A standard execution flow reduces signer friction and preserves an audit trail for enforceability under ESIGN and UETA.

  • Upload: Sender uploads final agreement PDF or DOCX
  • Prepare: Place signature, date, and initial fields
  • Authenticate: Signer receives link and completes authentication
  • Complete: Signed copies and audit trail are issued

Digital setup checklist for e-signature workflows

Configure signing order, authentication, and field requirements before sending to ensure a smooth signature process and strong evidentiary value.

Field Configuration
Signing Order Sequential or parallel signer flow
Authentication Email link, SMS code, or KBA
Reminders Auto-reminders and expiry settings
Retention Enable download and archive options

Technical considerations for e-signing and storage

Confirm access rights, audit trail retention, and whether a Business Associate Agreement (BAA) or SSO is required for your workflow.

  • File formats: PDF, DOCX supported
  • Integrations: CRM and storage connections
  • Security: TLS and AES encryption

Key dates and deadlines to include

Document the timing of obligations and any statutory or administrative filing dates to avoid penalties or missed rights.

Effective Date:

Date when obligations, warranties, and rights commence

Execution Deadline:

Deadline to obtain all required signatures

Deliverable Due Dates:

Milestone dates for performance and acceptance

Invoice Due Date:

Payment term such as Net 30 from invoice date

Retention Start:

When retention clocks begin for recordkeeping

Milestone timeline for contract processing

Map milestones numerically from drafting through closeout to ensure each team understands timing and handoffs.

01

Drafting Complete

Finalize terms and attach exhibits before signature

02

Internal Approval

Legal and finance sign-off occurs after draft approval

03

External Execution

Send to client and obtain signatures with proof

04

Archive and Monitor

Store signed agreement and track renewals or obligations

How similar organizations use a standardized services agreement

Real-world examples show how the template scales from small consultancies to property management firms.

Optica Ventures (COO)

Optica standardized a services template to reduce negotiation time for repeat engagements and centralize approval.

  • They used consistent fee schedules and acceptance tests to accelerate sign-off.
  • As COO Brian Fitzgibbons noted, a simple, consistent interface reduced administrative friction and made it easier for customers to review, sign, and return compliant agreements for billing.

Martin Properties (Founder)

Martin Properties moved leasing and vendor contracts online and applied a standard services addendum to each engagement.

  • They required clear deliverables and insurance certificates for each vendor.
  • Founder Tim Martin reported the online process allowed execution across devices while keeping records secure and compliant with internal audit requirements.

eSignature vendor price and feature comparison

Comparing common eSignature plans can help you choose a platform that matches volume, compliance needs, and budget without relying on marketing claims.

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

Frequently asked questions about signing and enforcing the agreement

Answers to common questions about e-signature legality, notarization, signer authority, and record retention for the Clark-Tiegan Business Services Agreement.


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