Can this agreement be signed electronically?

Yes. Electronic signatures are valid under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states, provided the signature demonstrates intent, consent, attribution, and retention capability.

Is notarization required for enforceability?

Not usually for a simple service contract, but specific state law or recording needs may require notarization. If the document will be recorded or affect real property, follow state notary rules.

When must I use consumer disclosures?

Consumer-facing financial or healthcare agreements executed electronically require ESIGN consumer disclosure and affirmative consent procedures under 15 U.S.C. §7001(c).

How do I amend the agreement after signing?

Create a written amendment signed by authorized signatories that references the original agreement, the amended clauses, and the effective date of the amendment.

Who should review conditional language?

Have legal counsel and the contracting or procurement lead review triggers, evidence standards, and termination rights to avoid ambiguity and align with internal policies.

How long should I retain the signed agreement?

Retain for the active term plus applicable statutory periods: at least 3 years for tax records (IRC §6501(a)) and 6 years for HIPAA-covered records (45 CFR §164.530(j)).

Electronic Signature
Templates
Legal
Conditional Service Agreement

Conditional Service Agreement

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CONDITIONAL SERVICE AGREEMENT

This Conditional Service Agreement (the "Agreement") is made as of by and between Service Provider: with principal place of business at , and Client: with address at . Service Provider and Client are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Service Provider provides the services described in this Agreement and possesses the necessary expertise, personnel and resources to perform such services; and

WHEREAS, Client desires to engage Service Provider to perform the services described herein subject to the satisfaction of certain conditions precedent set forth in this Agreement; and

WHEREAS, the Parties intend that Provider's obligations to perform shall arise only upon fulfillment or waiver of the specified conditions precedent.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Condition(s) Precedent" means the specific events or deliverables identified in Section 2 that must be satisfied or waived before Provider has an obligation to commence Services. Any deadline applicable to a Condition Precedent is a date by which the Condition must be satisfied as set forth in Section 2.

1.2 "Services" means the services described in Exhibit A - Services Description, to be performed by Provider in accordance with the terms and performance standards in this Agreement.

2. CONDITIONS PRECEDENT

2.1 The obligations of Service Provider to commence the Services are expressly conditioned upon the satisfaction or written waiver by Provider of the following conditions (each a "Condition Precedent"):

Condition Precedent 1 (description) Deadline for Condition 1 Condition Precedent 2 (description) Deadline for Condition 2

2.2 If any Condition Precedent is not satisfied by the applicable deadline, the non-satisfied Condition may be waived in writing by Provider, or this Agreement may be terminated by either Party upon written notice to the other Party. Provider shall not be liable for failure to commence Services prior to satisfaction or waiver of all Conditions Precedent.

3. SERVICES; PERFORMANCE STANDARDS

3.1 Scope. Provider shall perform the Services described in the Services Description. Provider shall perform Services in a professional and workmanlike manner consistent with industry standards.

Services Description (insert detailed scope)

3.2 Performance Standards. Provider shall meet the acceptance criteria set forth in Section 4 and shall use qualified personnel, maintain adequate resources, and follow reasonable procedures to ensure timely performance.

4. ACCEPTANCE; TESTING

4.1 Acceptance Testing. Upon substantial completion of any deliverable, Client shall have a period of days to test and accept or reject the deliverable in writing based on the acceptance criteria described in the Services Description.

4.2 Rejection. If Client rejects a deliverable, Provider shall, at Provider's expense, correct the defects and resubmit for acceptance in a commercially reasonable time. Repeated, unjustified rejections shall constitute a material breach by Client.

5. FEES; PAYMENT

5.1 Fees. Client shall pay Provider the fees set forth below, which shall be due only upon satisfaction or waiver of the Conditions Precedent unless otherwise agreed in writing.

Total Fee Payment Terms (e.g., upon acceptance, net 30) Invoice Contact / Billing Address

5.2 Late Payments. Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum allowed by law, and Client shall reimburse Provider for reasonable collection costs.

6. TAXES

Each Party shall be responsible for its own taxes. Client shall pay any sales, use or similar taxes applicable to the fees, excluding taxes based on Provider's income.

7. TERM; TERMINATION

7.1 Term. The term of this Agreement shall commence on the Effective Date and continue until the Services are completed and accepted, unless earlier terminated in accordance with this Section.

7.2 Termination for Failure of Condition. If any Condition Precedent is not satisfied or waived by the deadline, either Party may terminate this Agreement by written notice. Termination under this Section is without prejudice to any rights accrued prior to termination.

7.3 Termination for Cause. Either Party may terminate for material breach by the other if the breaching Party fails to cure within thirty (30) days after written notice specifying the breach.

8. CONFIDENTIALITY

8.1 Definition. "Confidential Information" means nonpublic information disclosed in connection with this Agreement, including business, technical, pricing and client information.

8.2 Obligations. Each Party shall hold Confidential Information in confidence, shall not disclose it to third parties except as permitted in this Agreement, and shall use it only to perform its obligations hereunder. Confidentiality obligations shall survive termination for a period of three (3) years.

9. INTELLECTUAL PROPERTY

9.1 Ownership. Unless otherwise agreed in writing, Provider retains ownership of preexisting intellectual property and tools used to perform the Services. Client shall own deliverables specifically created for Client upon full payment, subject to Provider's ownership of underlying tools and general know-how.

9.2 License. Provider grants Client a nonexclusive, nontransferable license to use Provider's deliverables solely for Client's internal business purposes, subject to payment in full.

10. WARRANTIES; DISCLAIMERS

Provider warrants that Services will be performed in a commercially reasonable manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. INDEMNIFICATION

Each Party shall indemnify and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party's negligence, willful misconduct, or material breach of this Agreement, subject to the indemnified Party's compliance with notice and mitigation requirements.

12. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

13. INSURANCE

Provider shall maintain commercial general liability and professional liability insurance in amounts sufficient to cover its obligations under this Agreement and shall provide certificates of insurance upon Client's written request.

14. ASSIGNMENT; SUBCONTRACTING

Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's assets. Provider may subcontract portions of the Services provided Provider remains responsible for the subcontractor's performance.

15. NOTICES

Notices to Client (address) Notices to Provider (address)

Notices shall be in writing and delivered by personal delivery, reputable overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its choice of law principles.

17. ENTIRE AGREEMENT

This Agreement, including all exhibits and documents incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the original intent.

19. AMENDMENT; WAIVER; COUNTERPARTS

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Failure to enforce any right shall not constitute a waiver unless in a written, signed waiver by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

20. MISCELLANEOUS

20.1 Independent Contractor. Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship.

20.2 Force Majeure. Neither Party shall be liable for delays due to causes beyond its reasonable control, including acts of God, strikes, governmental action, or other force majeure events; provided the affected Party gives prompt written notice and uses commercially reasonable efforts to mitigate the effect of such event.

EXHIBIT A — SERVICES DESCRIPTION (SUMMARY)

Summary of Services to be performed Milestones, if any

Service Provider:

By:

Date:

Title:

Client:

By:

Date:

Title:

What a Conditional Service Agreement Is and When It Applies

A Conditional Service Agreement is a contractual document that sets out services a provider will perform only after one or more specified conditions are met. Typical conditions include regulatory approvals, funding availability, satisfactory inspection results, or delivery of prerequisite materials. The agreement defines the triggering event, the scope of services once triggered, payment or consideration tied to fulfillment, and any timelines for cure or termination if conditions are not satisfied. This form clarifies obligations for both parties and reduces disputes about when work, billing, or risk transfer begins.

Why use a Conditional Service Agreement

A Conditional Service Agreement protects parties when performance depends on external events. It documents the triggering conditions, sets exact performance obligations, and allocates risk if conditions fail to occur. Clear conditions reduce ambiguity, speed approvals, and provide contractual remedies tied to specific events.

Who commonly prepares and signs this agreement

Use collaborative review with stakeholders to confirm each condition is precise, measurable, and aligned with internal approval processes.

Procurement teams managing vendor engagements where payment depends on milestone completion and approvals.
Facilities or project managers arranging services contingent on inspection, certificate issuance, or tenant turnover.
Legal or contracting officers who must document conditional liability, remedies, and notice procedures.

Who can sign and why their role matters

Contract Manager

A Contract Manager typically prepares or reviews the Conditional Service Agreement, confirms the trigger language matches procurement records, and verifies internal approvals before execution. Their role ensures operational readiness and alignment with vendor obligations.

Authorized Signatory

An Authorized Signatory (CFO, procurement director, or delegated officer) executes the agreement on behalf of the organization and accepts contractual risk. Confirm delegated authority and document signature limits before signing.

Essential sections to include in a professional Conditional Service Agreement

A well-drafted agreement uses clear, measurable conditions and defines the scope, timing, payment, remedies, and notification process to limit disputes and support enforcement.

Triggering Condition

Precise statement of the event(s) that must occur to activate the provider's obligations, including measurable criteria and required evidence of occurrence.

Scope of Services

Detailed description of services to be performed once the condition is satisfied, including deliverables, standards, and accepted work products.

Payment Terms

How and when payment becomes due after the triggering event, invoicing requirements, and any holdbacks or milestone payments.

Notice and Cure

Procedures for giving notice if conditions are unmet, cure periods, and steps parties must take to remedy failures or request extensions.

Termination Rights

When either party may terminate if conditions do not occur, including any termination fees, wind-down obligations, or prorated refunds.

Allocation of Risk

Representations, warranties, indemnities, and limitation of liability tied to the conditional nature of performance and third-party failures.

Step-by-step: completing a Conditional Service Agreement

Follow these sequential steps to prepare, review, and execute the agreement so that conditions, proof, and responsibilities are clear.

01

Identify Conditions: Document each trigger and required proof with objective criteria.
02

Draft Obligations: Specify services, timelines, and acceptance standards when triggered.
03

Set Payment Rules: Tie payment timing and amounts to triggered milestones and invoices.
04

Obtain Approvals: Route to legal, procurement, and authorized signers before execution.

How to configure an online workflow for this agreement

Configure fields, conditional logic, and signer order to match the agreement's conditional structure and approval requirements.

Field	Configuration
Condition Field	Make conditional: show evidence upload only after condition selected.
Signer Order	Set sequential signing: preparer → approver → authorized signer.
Authentication	Require email or SMS code; use advanced auth for sensitive records.
Audit Trail	Enable timestamps, IP capture, and certificate generation.

Digital signing and submission considerations

Confirm the platform supports conditional fields, secure storage, and any industry compliance needs such as HIPAA or 21 CFR Part 11.

Authentication: Email, SMS, or stronger KBA depending on risk.
Audit Trail: Must include timestamp and signer attribution.
Document Formats: PDF and DOCX supported for most workflows.

How the Conditional Service Agreement differs from a standard service agreement

Compare core criteria to understand which template fits your situation and whether conditional language is required.

Criteria	Conditional Service Agreement	Standard Service Agreement
Trigger requirement
Performance delay allowed
Evidence required		sometimes
Automatic payment hold

Typical eSignature providers to support Conditional Service Agreements

Common vendor choices include per-user subscriptions or usage-based options. Compare starting price, trial availability, bulk send, audit trail, HIPAA support, and envelope limits.

	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 by plan	Varies by plan	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Key deadlines and timeline elements to include

Make timing explicit: effective date, cure periods, notice windows, acceptance periods, and renewal deadlines to avoid disputes.

Effective Date:

Use MM/DD/YYYY to fix when provisions begin

Acceptance Deadline:

Set how long the provider has to accept the triggering evidence

Notice to Cure:

Specify notice period and cure time for unmet conditions

Termination Notice:

Define advance notice required to end the agreement

Renewal Window:

State automatic renewal terms or deadlines to opt out

Common mistakes to avoid when preparing this agreement

Using vague triggers such as 'satisfactory approval' without objective standards, which creates disputes over whether the condition occurred.
Failing to specify the evidence required to prove a condition, such as a named certificate, report, or permit number.
Not aligning internal approvals and signer authority with the contract signature block, causing execution or enforceability delays.
Omitting or poorly defining cure and notice procedures, which can limit remedies and prolong disputes.

Potential legal and financial consequences of errors

Unenforceable Terms: Vague conditions can render obligations unenforceable

Delayed Payment: Ambiguous triggers may postpone invoicing

Regulatory Fines: Noncompliance in regulated industries may incur fines

Breach Claims: Poorly drafted remedies invite litigation

HIPAA Exposure: Improper PHI handling can trigger penalties

Contract Disputes: Unclear evidence rules increase arbitration risk

Security and compliance elements to include

Encryption: TLS 1.2/1.3 and AES-256 at rest

Audit Log: Timestamped action history

Access Controls: Role-based permissions

BAA Support: Required for HIPAA-covered data

SOC 2: SOC 2 Type II attestation available

21 CFR: Supports 21 CFR Part 11 where required

Frequently asked questions about Conditional Service Agreements

Answers to common legal, signature, and process questions to help ensure valid, enforceable agreements.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are valid under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states, provided the signature demonstrates intent, consent, attribution, and retention capability.
Is notarization required for enforceability?
Not usually for a simple service contract, but specific state law or recording needs may require notarization. If the document will be recorded or affect real property, follow state notary rules.
When must I use consumer disclosures?
Consumer-facing financial or healthcare agreements executed electronically require ESIGN consumer disclosure and affirmative consent procedures under 15 U.S.C. §7001(c).
How do I amend the agreement after signing?
Create a written amendment signed by authorized signatories that references the original agreement, the amended clauses, and the effective date of the amendment.
Who should review conditional language?
Have legal counsel and the contracting or procurement lead review triggers, evidence standards, and termination rights to avoid ambiguity and align with internal policies.
How long should I retain the signed agreement?
Retain for the active term plus applicable statutory periods: at least 3 years for tax records (IRC §6501(a)) and 6 years for HIPAA-covered records (45 CFR §164.530(j)).

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