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Conjunctional Agreement Template

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CONJUNCTIONAL AGREEMENT

This Conjunctional Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A: , an entity of type with principal place of business at , and Party B: , an entity of type with principal place of business at .

RECITALS

WHEREAS, the parties desire to cooperate and combine certain efforts, resources and expertise in order to pursue the joint project and activities described in this Agreement; and

WHEREAS, each party represents that it has the authority to enter into this Agreement and to perform its obligations hereunder, and each party is willing to allocate responsibilities, share revenues and bear liabilities as set forth below; and

WHEREAS, the parties intend by this instrument to establish the terms and conditions governing their conjunctional collaboration and allocation of rights and obligations.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

In addition to terms otherwise defined in this Agreement, the following terms shall have the meanings set forth below: "Conjunctional Activities" means the collective activities, projects and undertakings to be performed by the parties as described in Section 2; "Confidential Information" means all non-public information disclosed in connection with this Agreement; and "Net Revenues" means gross revenue received from Conjunctional Activities less reasonable and documented operating expenses and authorized allocations.

2. PURPOSE

The purpose of this Agreement is to set forth the terms under which the parties will jointly pursue the following project and related activities:

3. CONTRIBUTIONS AND RESPONSIBILITIES

Each party shall contribute the resources, services and personnel described below and shall perform the responsibilities allocated to it in good faith and with due diligence.

4. GOVERNANCE AND DECISION MAKING

The parties shall establish a steering committee to manage strategic decisions related to the Conjunctional Activities. Decisions of the steering committee shall be made as follows:

Party A: %    Party B: %

5. FINANCIAL MATTERS; ACCOUNTING

All revenues and expenses arising from the Conjunctional Activities shall be accounted for on an accrual basis in accordance with generally accepted accounting principles applied consistently. Each party shall have the right to inspect accounting records upon reasonable notice.

6. CONFIDENTIALITY

Each party shall hold Confidential Information in confidence and shall not disclose such information except to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement. The obligations set forth in this Section shall continue for a period of years following termination or expiration of this Agreement.

7. INTELLECTUAL PROPERTY

Except as otherwise expressly agreed in writing, pre-existing intellectual property retained by a party shall remain the property of that party. Intellectual property developed jointly in the course of the Conjunctional Activities shall be owned as follows and subject to the licenses described below.

8. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent resulting from (a) the Indemnifying Party's breach of this Agreement, (b) its negligent or willful misconduct, or (c) its violation of applicable law.

9. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or indemnity obligations under this Agreement, neither party shall be liable to the other for special, incidental, indirect, punitive or consequential damages. Each party's aggregate liability to the other shall not exceed the total amount of direct damages reasonably attributable to its breach, not to exceed the total amounts contributed by that party to the Conjunctional Activities during the twelve (12) months preceding the claim.

10. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in effect until Term End Date: , unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for material breach if the other party fails to cure such breach within days after written notice.

11. INSURANCE

Each party shall, at its own expense, maintain insurance coverage adequate to cover its obligations under this Agreement, including commercial general liability and professional liability where appropriate, and shall provide certificates of insurance to the other party upon request.

12. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify by notice in accordance with this Section.

13. ASSIGNMENT

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

14. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be binding unless executed in writing by authorized representatives of both parties. Failure or delay by a party to exercise any right shall not constitute a waiver of that right.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law rules.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be valid and binding.

18. MISCELLANEOUS

The parties acknowledge and agree that nothing in this Agreement shall create a partnership, joint venture, agency or employment relationship except as expressly set forth herein. Each party shall be solely responsible for the payment of its own taxes and benefits arising from performance under this Agreement.

Party A:

By:

Date:

Party B:

By:

Date:

Enter text✕

What the Conjunctional Agreement Template Covers

A Conjunctional Agreement Template is a reusable legal document that records the rights, obligations, and working terms between two or more parties entering a joint arrangement. It sets out parties’ identities, scope of collaboration, consideration, performance milestones, decision-making rules, confidentiality obligations, dispute resolution procedures, termination mechanics, and signature blocks so parties can execute a consistent, enforceable contract without drafting from scratch each time.

Why a Standardized Template Matters

Using a clear Conjunctional Agreement Template reduces drafting time, prevents inconsistent clauses, and improves enforceability by ensuring essential elements are present. It also simplifies review, creates a consistent audit trail, and supports electronic execution and storage in regulated workflows.

Why a Standardized Template Matters

Typical Users and When They Use It

Teams creating repeatable joint arrangements—small businesses, partnerships, project-based collaborations, and outside counsel—use this template to standardize terms and speed execution.

  • Project managers using standardized terms for repeated vendor collaborations and milestone tracking.
  • In-house counsel streamlining review cycles and ensuring consistent risk allocation across agreements.
  • Small business owners formalizing shared ventures without custom drafting each time.

The template supports internal reviews, signatory approval workflows, and efficient eSigning or notarization where required, reducing bottlenecks in routine joint agreements.

Primary Signers and Roles

Authorized Corporate Officer

The officer (CEO, COO, or authorized exec) who can bind the organization must sign. Confirm board resolution or delegated authority exists and include title, printed name, and date to avoid challenges to authority.

Legal Counsel

Outside or in-house counsel typically reviews and may sign where required for acceptance of legal terms, certifications, or escrow clauses; include contact details and version control to track reviewed drafts.

Core Sections to Include in the Template

A complete Conjunctional Agreement Template organizes the transaction into discrete, labeled sections so parties and reviewers can locate obligations, timelines, and remedies quickly.

Parties

Identify each legal entity by full legal name, entity type, principal address, and contact person to avoid later disputes about the contracting parties.

Recitals

Concise background facts that describe the purpose and context of the agreement; keep recitals factual to limit unintended operative obligations.

Scope and Deliverables

Define precise activities, milestones, deliverables, acceptance criteria, and deadlines so performance obligations are objective and enforceable.

Consideration

State monetary amounts, payment schedules, or non-monetary consideration with invoicing and payment terms, including backup withholding and tax reporting responsibilities.

Term and Termination

Set the initial term, renewal mechanics, early termination rights, cure periods, and the effect of termination on confidentiality and return of materials.

Signatures and Execution

Include signature blocks with printed names, titles, dates, and explicit acceptance of electronic signatures or requirements for notarization and witness where applicable.

Step-by-Step: Completing and Executing the Template

Follow these sequential steps to prepare, review, and execute a Conjunctional Agreement from the template with clarity and legal sufficiency.

  • 01
    Prepare the Draft: Populate template fields, attach exhibits, and confirm parties’ legal names and addresses.
  • 02
    Internal Review: Have legal and finance review for risk allocation, tax reporting, and payment terms.
  • 03
    Signatory Authority: Confirm signers have authority and capture any board resolutions or delegation documentation.
  • 04
    Execute and Archive: Obtain signatures, notarize if required, then store a PDF with an audit trail and retention metadata.

Typical Online Workflow Settings

Configure the digital workflow so the document routes correctly, enforces required fields, and captures an auditable signing record.

Field Configuration
Upload Document PDF or DOCX; save a template for reuse
Add Fields Place signature, date, initials, and conditional fields
Assign Signers Set signer roles, order, and notification emails
Authentication Choose email, SMS code, or stronger KBA where required

Where to Send or File the Executed Agreement

After execution, route copies to relevant stakeholders, record where required, and archive with searchable metadata for retention compliance.

  • Send to Counterparty: Provide final PDF and certificate of completion to all parties
  • Internal Records: Supply copies to finance, legal, and contract repositories
  • Public Filing: Record with county or state only if statute requires recording
  • Secure Archive: Store in encrypted file system with access controls

Digital Signing and Integration Considerations

Verify that your digital signing platform supports required authentication, audit trails, and the file formats you use before enabling eSigning workflows.

  • File Formats: PDF and DOCX supported
  • Integrations: Salesforce, Microsoft 365, NetSuite supported
  • Authentication: Email, SMS, or advanced KBA

Key Dates and Timing Expectations

Identify and record all contractual dates and any external filing or notarization deadlines so parties and administrators can track compliance.

Execution Deadline:

Date by which all parties must sign to preserve negotiated terms

Effective Date:

When obligations and rights commence (use MM/DD/YYYY)

Filing/Recording Deadline:

County recording or regulatory filings vary; check local requirements

Notarization Window:

Complete notarization within any state-imposed timeframe after signing

Renewal Notice Deadline:

Date by which parties must give notice to renew or terminate

Common Preparation Mistakes to Avoid

  • Failing to verify signatory authority, which can render a contract unenforceable or require post-execution ratification.
  • Leaving essential fields blank or ambiguous, producing disputes about deliverables, payment triggers, or termination rights.
  • Using inconsistent party names or addresses, which may cause tax reporting errors or recordation rejections.
  • Neglecting to specify governing law and dispute resolution, leading to jurisdictional uncertainty and higher litigation costs.

Risks and Legal Consequences of Errors

Contract Voidability: Risk of unenforceable clauses
Tax Penalties: IRS penalties (IRC §6721) for incorrect reporting
Recording Rejection: County may refuse defective documents
HIPAA Exposure: Potential breach fines for PHI mishandling
Civil Liability: Breach damages and indemnity claims
Operational Delay: Contract performance interruptions

Real-World Examples of Template Use

Organizations across industries use standardized agreement templates to accelerate execution while preserving legal consistency and auditability.

Optica Ventures LLC

A venture services firm standardized its joint-investment agreements to streamline onboarding

  • Reduced negotiation time by centralizing clauses
  • The template enabled consistent terms across deals, simplified approvals, and produced auditable signed PDFs for finance and compliance teams.

Xerox (NetSuite Operations)

An enterprise integrated template execution into its ERP for contract lifecycle automation

  • Automated signing and storage reduced manual steps
  • Connecting template execution to NetSuite ensured signed agreements were linked to vendor records and billing processes, improving operational accuracy.

Typical eSignature Vendor Pricing and Capabilities

Below is a concise comparison of starting prices and core capabilities across common eSignature vendors; signNow is listed first per table convention.

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, no credit card required Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
HIPAA Compliant Yes Yes Yes No No
Audit Trail / Envelope Cap Yes; no envelope cap Yes; 100 envelopes/user/year Yes; varies by plan Yes; varies by plan Yes; varies by plan

Frequently Asked Questions About the Template

Answers to common execution, notarization, and storage questions to help avoid errors and ensure enforceability.


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