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Customer Services Agreement

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CUSTOMER SERVICES AGREEMENT

This Customer Services Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between:

Service Provider Name:

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing customer support, technical assistance, and related services; and

WHEREAS, Client desires to engage Service Provider to provide the services described in this Agreement, and Service Provider is willing to provide such services on the terms and subject to the conditions set forth herein; and

WHEREAS, the parties intend that the relationship created by this Agreement be governed by the terms set forth below.

Scope of Services

Service Provider shall perform the services and deliverables (Services) described below. The Services shall be performed with commercially reasonable skill and care in accordance with industry standards.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees set forth below in accordance with this section.

Late payments shall accrue interest at the greater of the late fee percentage stated above or the maximum amount permitted by applicable law, and Client shall reimburse Service Provider for all collection costs, including reasonable attorneys' fees.

Term and Termination

The term of this Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach, provided that certain breaches (such as failure to pay undisputed amounts) shall entitle immediate termination.

Confidentiality

Each party (Recipient) shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (Discloser). Confidential Information means non-public business, technical, or financial information disclosed in connection with this Agreement, whether oral, written, or electronic, and marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information.

Confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public without breach of this Agreement; (b) is lawfully received from a third party without restriction; (c) was already in the Recipient's possession prior to disclosure; or (d) is independently developed without use of the Discloser's Confidential Information. Recipient may disclose Confidential Information as required by law, provided Recipient gives Discloser prompt written notice and reasonable assistance in seeking a protective order.

Intellectual Property; License

Unless otherwise agreed in writing, each party retains all right, title and interest in materials owned or developed by that party prior to or independently of this Agreement. Service Provider grants Client a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment of fees. All third-party components remain subject to their respective licenses.

Representations, Warranties and Disclaimer

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards for a period of thirty (30) days after delivery. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability and Indemnification

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim. Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client's misuse of deliverables or breach of this Agreement, and Service Provider shall indemnify Client for claims arising from Service Provider's gross negligence or willful infringement of third-party intellectual property.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify by written notice to the other. Notices shall be effective upon receipt.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, the parties may pursue any legal or equitable remedies available in courts located within the selected state.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Miscellaneous

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

Service Provider:

By:

Date:

Client:

By:

Date:

Enter text✕

What the Customer Services Agreement Is and Why It Matters

A Customer Services Agreement is a written contract that defines the relationship between a service provider and a customer, describing the services to be delivered, payment terms, performance standards, warranties, and dispute resolution procedures. It sets expectations for scope, timeline, pricing, and responsibilities, and can include confidentiality, data protection, and termination provisions. For many organizations the agreement is the primary legal record used to enforce obligations, allocate risk, and support invoicing and tax reporting. Clarity in definitions and signatures reduces disputes and supports regulatory compliance across industries.

Why a Clear Customer Services Agreement Protects Both Parties

A well-drafted Customer Services Agreement reduces ambiguity, limits liability, and creates enforceable expectations for delivery, payment, and remedies. It documents commercial terms, supports audits and regulatory reviews, and provides the evidentiary record needed for dispute resolution and insurance claims.

Why a Clear Customer Services Agreement Protects Both Parties

Who Typically Prepares and Signs These Agreements

Common internal owners prepare and review Customer Services Agreements before signature to ensure legal, financial, and operational alignment.

  • Legal and contracts teams — Draft and approve clause language, manage risk allocation, and coordinate external counsel reviews when needed.
  • Procurement or sourcing — Negotiate payment, SLAs, and commercial terms; track renewals and vendor performance metrics.
  • Sales and account managers — Confirm service scope, schedule, and customer expectations; ensure obligations match commercial proposals.

Final signatories should have delegated authority and familiarity with the contract's commercial and compliance obligations to avoid post-execution disputes.

Signatory Roles and Typical Authority

Company Authorized Signatory — Chief Legal Officer

Often has contract approval authority for company-standard terms, negotiates liability and indemnity caps, and coordinates countersignature requirements with finance and procurement departments.

Customer Representative — Procurement Director

Typically authorized to accept service scope and pricing on behalf of the customer, manage purchase order alignment, and confirm operational contacts and billing instructions.

Core Sections to Include in a Professional Agreement

Include clear, standalone sections so each party can locate obligations, rights, and remedies quickly during performance or dispute resolution.

Parties and Definitions

Identify legal names, entity types, and defined terms used throughout the agreement so there is no ambiguity about who is bound or what specific terms mean.

Scope of Services

Describe services, deliverables, milestones, acceptance criteria, and responsible parties; attach statements of work or exhibits for complex projects.

Term and Termination

Set the effective date, term length, renewal mechanics, termination for cause and convenience, and transition assistance obligations on termination.

Payment and Fees

Specify pricing, invoicing cadence, payment methods, late fees, taxes responsibility, and any holdback or retainage arrangements.

Confidentiality and Data Protection

Define confidential information, permitted disclosures, security obligations, breach notification timelines, and any industry-specific addenda such as HIPAA requirements.

Liability and Indemnity

Allocate risk with liability caps, exclusions, indemnity scope, and insurance requirements, and ensure these terms are consistent with organizational risk tolerances.

Step-by-Step: How to Complete and Execute the Agreement

Follow these sequential steps to prepare, approve, and obtain valid signatures for a Customer Services Agreement.

  • 01
    Drafting: Populate standard template fields and attach any SOWs or exhibits.
  • 02
    Internal Review: Legal, finance, and procurement confirm terms and redline any changes.
  • 03
    Customer Review: Share final draft with customer and resolve open negotiable items.
  • 04
    Execution: Collect signatures, confirm dates, and distribute final executed copy to stakeholders.

Typical Signing Flow for Electronic Execution

Electronic execution follows a predictable workflow; using consistent authentication and audit trails strengthens enforceability.

  • Upload Document: Sender uploads the agreement to the signing platform.
  • Place Fields: Insert signature, date, and initial fields where required.
  • Add Signers: Enter signer names, emails, and signing order as needed.
  • Complete and Archive: Signed copies and an audit trail are stored for records and retrieval.

Recommended Online Workflow Settings

Configure these settings to match internal approval controls and to maintain a clear audit trail.

Field Configuration
Signing Order Sequential or parallel signer order per contract requirements
Authentication Email link by default; use SMS or KBA for higher assurance
Reminders Automated reminders at preset intervals until signing completes
Storage Location Designate secure cloud repository and retention policy

Digital Signing and eSubmission Requirements

Choose a signing platform that supports secure authentication, tamper-evident signatures, and audit trails to meet legal and compliance needs.

  • Authentication Options: Email, SMS, KBA, or stronger methods
  • Document Formats: PDF, Word DOCX, and Excel supported
  • Integrations: CRM and document storage connectors

Ensure the platform supports required compliance standards (ESIGN, UETA) and preserves complete audit records for legal admissibility and regulatory review.

Key Timeframes and Notice Deadlines to Include

Document these deadlines so parties understand critical dates for performance, payment, renewals, and dispute notices.

Effective Date and Term:

State the start date and fixed term or automatic renewal mechanics.

Invoice and Payment Due:

Specify invoice timing and net payment days (e.g., Net 30).

Renewal Notice Period:

Provide how many days' notice is required for non-renewal or changes.

Service Level Remedies:

Define cure periods and escalation timelines for SLA breaches.

Record Retention:

Specify where signed agreements are retained and access procedures.

Milestone Timeline from Negotiation to Post-Execution

Use this sequence to track negotiation, signature, and post-signature obligations so stakeholders know next steps and deadlines.

01

Negotiation

Finalize terms, exchange redlines, and approve pricing.

02

Final Approval

Obtain internal approvals from legal, finance, and procurement.

03

Execution

Collect signatures and confirm effective date.

04

Onboarding

Deliver initial services, set contact points, and track performance.

Common Preparation Mistakes to Avoid

  • Using ambiguous scope language that fails to define deliverables, resulting in disputes over performance expectations and acceptance criteria.
  • Leaving payment terms undefined or inconsistent with purchase orders, which delays invoicing and can trigger late-payment disputes or collection issues.
  • Relying on unsigned or provisional drafts for work commencement, which creates exposure if a written agreement is later disputed or rescinded.
  • Failing to confirm signer authority or corporate approval, leading to voidable contracts or additional approvals required after execution.

Potential Legal and Financial Risks

Unenforceable Terms: Ambiguous clauses can render obligations unenforceable
Wrong Signatory: Execution by unauthorized person risks contract voidance
Tax Penalty Risk: IRC §6721 penalties for incorrect reporting
HIPAA Exposure: HIPAA fines if PHI protection not maintained
Breach Damages: Contract damages and potential statutory liability
Notary Defect: Incorrect notarization may impair record admissibility

Real-World Examples of Using Electronic Agreements

These customer stories demonstrate practical uses of electronic signing and contract management in service delivery contexts.

Optica Ventures LLC — COO

The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

  • Streamlined approvals shortened turnaround.
  • The result was fewer execution delays, clearer client communication, and faster revenue recognition across multiple engagements.

Tech Data — CEO

Tech Data uses airSlate SignNow to improve our internal and external customer service while increasing our speed to revenue.

  • Integration with internal systems accelerated processing.
  • This reduced manual handoffs, improved traceability of signed agreements, and shortened sales-to-cash cycles in operational workflows.

Practical Tips for Accurate and Efficient Completion

Adopt these practices to reduce errors, speed execution, and maintain a defensible document trail.

Use a Standard Template
Start from an approved template to ensure consistent clause language, reduce legal review cycles, and lower negotiation time for routine engagements.
Confirm Signer Authority
Validate that each signer has delegated authority to bind their organization to avoid disputes and the need for post-signature ratification.
Keep SOWs Attachments
Attach statements of work, schedules, and exhibits to the agreement so scope and milestones are clearly enforceable and auditable.
Preserve Audit Trail
Ensure the signing system records timestamps, IP addresses, and authentication method to support evidentiary needs in disputes or audits.

eSignature Vendor Pricing Comparison for Agreement Execution

Compare baseline pricing and feature availability to select a platform that meets compliance and volume needs without assuming any single vendor is universally best.

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
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Customer Services Agreements

Answers to common questions about enforceability, signatures, and practical execution issues for Customer Services Agreements.


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