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Controller Services Agreement

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CONTROLLER SERVICES AGREEMENT

This Controller Services Agreement (the "Agreement") is entered into as of Date: by and between Client Name: a , with principal place of business at , and Service Provider Name: a , with principal place of business at .

RECITALS

WHEREAS, Client desires to engage Provider to perform controller and related financial management services, including but not limited to oversight of accounting, financial reporting, internal controls and month-end close (the "Services"); and

WHEREAS, Provider represents that it has the experience, personnel, and technical capability to provide the Services and is willing to perform such Services for the fees and on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms governing the performance of Services by Provider for Client.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SERVICES

1.1 Scope. Provider shall perform the Services described in the attached Schedule A (Services Description) and such additional services as the parties may agree in writing. Services shall include preparing monthly financial statements, managing the month-end close process, maintaining the general ledger, preparing variance analyses, coordinating with external auditors and advising on accounting policies and internal controls.

1.2 Personnel. Provider shall assign qualified personnel to perform the Services. Provider shall remain responsible for the acts and omissions of its personnel. Provider may not subcontract material portions of the Services without Client's prior written consent, which consent shall not be unreasonably withheld.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated in accordance with Section 10. Thereafter, the Agreement shall automatically renew for successive month periods unless either party delivers written notice of non-renewal at least days prior to the end of the then-current term.

3. COMPENSATION AND EXPENSES

3.1 Fees. Client shall pay Provider fees as follows: Base fee of per month, plus additional fees for agreed special projects at Provider's standard hourly rates or as otherwise agreed in writing.

3.2 Invoicing and Payment. Provider shall invoice Client monthly in arrears. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at a rate of on the past due amount until paid.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means all non-public information disclosed by one party to the other in connection with the Services, including financial data, business plans, trade secrets, customer lists and technical information, whether oral, written or electronic.

4.2 Obligations. Each party shall: (a) use Confidential Information solely for the purpose of performing its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

4.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or order of a court or governmental authority, provided the receiving party gives prompt notice and reasonably assists the disclosing party in seeking protective measures.

5. DATA SECURITY AND PRIVACY

5.1 Security Controls. Provider shall implement and maintain reasonable administrative, technical and physical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration or destruction, consistent with industry standards for service providers of similar size and services.

5.2 Breach Notification. In the event of an unauthorized access to or disclosure of Client Data, Provider shall notify Client promptly and in any event within hours of discovery, provide a description of the incident, remedial steps taken, and reasonable cooperation to mitigate harm.

6. RECORDS AND AUDITS

Provider shall maintain complete and accurate records relating to the performance of Services for a period of three (3) years following the end of the term. Upon reasonable advance notice, Client may audit such records during normal business hours to verify Provider's compliance with this Agreement.

7. INDEPENDENT CONTRACTOR

Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship between the parties. Provider shall be responsible for all taxes and benefits relating to its personnel.

8. INTELLECTUAL PROPERTY

8.1 Pre-Existing Materials. Each party retains all right, title and interest in its pre-existing intellectual property used in performing this Agreement.

8.2 Work Product. Subject to Provider's ownership of its tools and methodologies, Provider assigns to Client all right, title and interest in any deliverables or work product specifically prepared for Client under this Agreement upon full payment of all fees due for such deliverables.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Provider further represents that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) to the extent arising out of the Indemnifying Party's gross negligence, willful misconduct or material breach of its representations, warranties or obligations under this Agreement.

10.2 Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, or breach of Sections 4 (Confidentiality) or 5 (Data Security), neither party's aggregate liability for claims arising out of or relating to this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

11. INSURANCE

Provider shall maintain at its expense commercial general liability insurance, professional liability (errors and omissions) insurance, and workers' compensation insurance in amounts reasonably sufficient for the Services. Minimum professional liability coverage shall be .

12. TERMINATION

12.1 For Cause. Either party may terminate this Agreement for material breach by the other if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

12.2 For Convenience. Client may terminate this Agreement without cause upon days' prior written notice to Provider. Upon termination, Client shall pay Provider for Services performed through the effective date of termination and for reasonable close-out costs.

13. SURVIVAL

Sections concerning Confidentiality, Data Security, Intellectual Property, Indemnification, Limitation of Liability, Governing Law and any payment obligations shall survive termination or expiration of this Agreement.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth below or such other addresses as either party may designate by notice.

15. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Waiver of any breach or default shall not constitute waiver of any other or subsequent breach or default.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to conflict of law principles.

17. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

Client

Printed Name:

By:

Date:

Service Provider

Printed Name:

By:

Date:

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What the Controller Services Agreement Defines

A Controller Services Agreement is a written contract establishing the relationship between a hiring entity and a controller-level service provider who will perform accounting, financial reporting, internal control, and related oversight functions. The agreement typically sets the scope of services, deliverables and reporting cadence, fees and billing terms, confidentiality and data-handling obligations, term and termination rights, and liability and indemnity provisions. It also clarifies who has authority to sign, whether sub-contracting is permitted, and requirements for audits, record retention, and regulatory compliance such as HIPAA or other industry rules when protected data is involved.

Why a Clear Controller Services Agreement Matters

A clear agreement reduces ambiguity about duties, limits liability, and documents service levels and reporting expectations. It supports regulatory compliance, strengthens internal controls, and creates an enforceable record of fees, deliverables, and data-handling responsibilities, including how electronic signatures and records will be accepted and retained.

Why a Clear Controller Services Agreement Matters

Who Typically Uses a Controller Services Agreement

Organizations and professionals use this agreement whenever outside or interim controller duties, outsourced accounting, or fractional controller services are engaged.

  • Small and mid-size companies engaging outsourced accounting or interim CFO/controller services.
  • Accounting firms and independent controllers providing recurring financial oversight services.
  • Legal, compliance, and finance teams documenting responsibilities and data protections.

Tailor language to the parties' size, industry-specific controls, and applicable legal or privacy obligations to ensure enforceability and operational clarity.

Typical Signatory Roles

Company CFO

The CFO signs on behalf of the hiring organization, accepting the agreement's financial and control-related obligations and confirming internal approvals. The CFO should verify delegated authority, payment terms, and reporting obligations before execution.

External Controller

The external controller or firm signs as the service provider, confirming scope, timelines, deliverables, confidentiality commitments, and professional standards. Include representative name and title to ensure attribution and enforceability.

Key Security and Compliance Elements to Specify

Data Encryption: AES-256 at rest; TLS 1.2/1.3 in transit
HIPAA BAA: BAA required when PHI is handled
Audit Trail: Detailed signing events and timestamps
Access Controls: Role-based access and MFA
Retention Policy: Specify retention and deletion rules
Backups: Regular backups and disaster recovery

Common Legal and Financial Risks

Breach Liability: Contract damages and indemnity exposure
Regulatory Fines: HIPAA or SEC penalties if noncompliant
Service Disputes: Disputes over scope or deliverables
Late Reporting: Penalties for missed financial deadlines
Data Loss: Loss or unauthorized disclosure risks
Termination Costs: Early termination and transition expenses

Frequent Preparation Errors to Avoid

  • Unclear scope language that leaves deliverables and frequencies undefined, causing disputes over what tasks the controller will perform.
  • Missing authority clauses or signatory names that prevent enforcement or delay execution when onboarding the controller.
  • Vague data-handling terms that fail to address protected health information or personally identifiable information and applicable regulatory obligations.
  • Failure to include termination, transition, or access-to-records provisions that complicate handoffs and audits after the relationship ends.

Core Sections Every Professional Agreement Should Include

A well-drafted Controller Services Agreement organizes responsibilities, protections, and commercial terms into logical sections so both parties know expectations and remedies.

Scope of Services

Define specific controller duties, frequency of financial close support, month-end deliverables, reconciliations, and which accounting standards will be followed to avoid scope creep.

Deliverables & Reporting

List reports to be produced, delivery dates, formats, approval processes, and escalation paths for exceptions or deadline misses.

Fees and Payment

Specify fixed fees, hourly rates, invoicing cadence, expense reimbursement, late-payment interest, and any retainer or minimum-billing clauses.

Confidentiality & Data

Include non-disclosure obligations, permitted uses of company data, data security standards, and any HIPAA or other privacy addenda required for the industry.

Term & Termination

State initial term, renewal mechanics, termination for convenience or cause, notice periods, and transition assistance obligations upon termination.

Liability & Indemnity

Allocate responsibility for errors, set caps on damages where appropriate, and include mutual indemnities for third-party claims arising from breaches or negligence.

Step-by-Step: Complete and Execute the Agreement

Follow a predictable sequence to prepare, review, and sign the Controller Services Agreement to reduce errors and speed onboarding.

  • 01
    Draft or Import: Use a standard template or upload a finalized draft for customization.
  • 02
    Populate Parties: Enter full legal names, addresses, and authorized signers for each party.
  • 03
    Agree Terms: Confirm scope, fees, security, and termination provisions with stakeholders.
  • 04
    Sign and Store: Execute with electronic signatures and retain final PDF with audit trail.

Typical eSigning and Routing Flow for This Agreement

An optimized workflow reduces signer friction and preserves an audit trail for compliance and recordkeeping.

  • Upload Document: Upload the agreement in PDF or DOCX format.
  • Place Fields: Add signature, date, and initial fields where required.
  • Authenticate Signers: Select email, SMS, or stronger authentication as needed.
  • Complete Audit Trail: Capture timestamps, IPs, and certificate of completion.

Recommended Digital Workflow Settings

Configure signing and routing settings to match your risk level and compliance needs.

Field Configuration
Authentication Email link with optional SMS code or KBA
Routing Order Sequential routing: hiring entity then provider
Reminders Auto-reminders at 3 and 7 days
Retention Store signed PDF plus audit trail for retention period

Technical Considerations for eSubmission and Integration

Choose a signing platform that supports required integrations, authentication methods, and secure recordkeeping.

  • Integrations: Salesforce, NetSuite, Microsoft 365
  • File Types: PDF, DOCX, HTML, Excel
  • Authentication: Email, SMS, KBA, SSO

Ensure the chosen workflow supports audit trails, long-term archival, and any industry-specific compliance (for example, HIPAA BAA or 21 CFR Part 11) before finalizing eSubmission settings.

Common eSignature Pricing and Feature Comparison

Compare entry-level pricing and core capabilities across providers; signNow is listed first per vendor 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 7-day free trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Real-World Uses and Adaptations

Examples show how organizations tailor the agreement to operational needs and regulatory constraints.

Optica Ventures (COO)

A venture-backed portfolio company standardized controller agreements to centralize month-end reporting

  • Helped reduce close variance by clarifying deliverables
  • The result: consistent reporting timelines and clearer accountability across portfolio entities.

Fertility Centers of Illinois (Founder)

A healthcare provider added HIPAA-specific clauses and a BAA to its controller agreement

  • Ensured PHI handling procedures and audit access
  • This enabled remote accounting providers to work with patient data while maintaining compliance.

Timing Expectations and Typical Deadlines

Establish clear timing for deliverables, invoicing, and statutory filings to avoid disputes and penalties.

Effective Date:

Set by MM/DD/YYYY field; governs when performance obligations start

Deliverable Cadence:

Monthly close reports typically due within 10 business days after month end

Invoice Payment:

Standard Net 30 terms unless otherwise negotiated

Contract Renewal:

Provide notice 30–60 days before automatic renewal

Statutory Filings:

Follow IRS and state deadlines for tax-related filings tied to controller activities

Practical Tips for Accurate and Efficient Agreements

Apply these drafting and operational tips to reduce disputes and accelerate onboarding.

Use Clear Scope
Draft precise task lists and exclude ancillary duties to avoid scope creep and billing disagreements.
Designate Signers
Identify authorized signatories with titles and limits to signing authority to prevent invalid executions.
Document Data Controls
Spell out encryption, access controls, and audit obligations to satisfy internal auditors and regulators.
Preserve Audit Trail
Use an eSignature system that captures timestamps, IPs, and signer attribution for evidentiary support.

Frequently Asked Questions About Controller Services Agreements

Answers to common legal, execution, and compliance questions for parties preparing or signing a Controller Services Agreement.


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