Establishing secure connection…Loading editor…Preparing document…

Digital Solution Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

DIGITAL SOLUTION AGREEMENT

This Digital Solution Agreement (the "Agreement") is entered into as of by and between Client Name: having its principal place of business at and Provider Name: having its principal place of business at .

RECITALS

WHEREAS, Client desires to procure digital products, software, platforms, and related professional services as described in this Agreement; and

WHEREAS, Provider represents that it has the necessary experience, personnel, and technical capabilities to design, develop, implement, and support the digital solution set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the development, delivery, acceptance, licensing and support of the digital solution.

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

1. DEFINITIONS

1.1 "Services" means all design, development, implementation, customization, integration, testing, documentation, training and support activities to be provided by Provider as described in Exhibit A (Statement of Work). 1.2 "Deliverables" means the tangible and intangible items to be delivered to Client pursuant to this Agreement, including source code, object code, documentation, and any related materials. 1.3 "Acceptance Tests" means the tests and acceptance criteria set forth in the Statement of Work to verify that Deliverables conform materially to the Specifications.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in the Statement of Work attached hereto and incorporated herein. Provider will use reasonable skill, care and diligence and qualified personnel in performing the Services.

2.2 Changes to the scope shall be governed by the Change Order procedure set forth in Section 6.

3. DELIVERABLES, MILESTONES AND ACCEPTANCE

3.1 Provider shall deliver the Deliverables in accordance with the Milestone Schedule: Milestone 1: due by .

3.2 Upon delivery of each Deliverable, Client shall have days to perform Acceptance Tests and provide written acceptance or rejection specifying defects. Deliverables shall be deemed accepted if Client does not provide written rejection within such period.

4. FEES AND PAYMENT

4.1 Client shall pay Provider the fees set forth in the Fee Schedule. Initial fees for Services are:

4.2 Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. All payments are exclusive of taxes; Client shall be responsible for sales and similar taxes.

5. CHANGE ORDERS

Any change in scope, schedule, or fees shall be documented in a written Change Order signed by authorized representatives of both parties specifying the change, adjusted fees, and any schedule impact. Provider shall not be obligated to proceed with change work prior to execution of a Change Order.

6. INTELLECTUAL PROPERTY

6.1 Subject to payment in full of all fees due under this Agreement, Provider grants to Client a non‑exclusive, non‑transferable, worldwide license to use the Deliverables for Client's internal business purposes as specified in the Statement of Work. Any license granted is limited to the object code form unless otherwise stated.

6.2 Provider shall retain ownership of Provider Preexisting Materials and tooling, and all rights not expressly granted herein. "Provider Preexisting Materials" means software, tools, libraries, know‑how, and documentation developed or acquired by Provider independently of this Agreement.

7. CONFIDENTIALITY

Each party acknowledges that it may receive confidential information of the other party. Each party agrees to hold such information in confidence, not to disclose it except to employees and contractors who have a need to know and are bound by confidentiality obligations, and to use it only for the purposes of performing under this Agreement. Confidential information does not include information that is or becomes publicly available through no breach of this Agreement, is independently developed, or is rightfully received from a third party without restriction.

8. WARRANTIES; DISCLAIMER

8.1 Provider warrants that the Services will be performed in a professional manner consistent with industry standards and that, for a period of months following Acceptance, material defects reported in writing will be corrected at no additional charge.

8.2 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‑INFRINGEMENT.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, PERSONAL INJURY, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against third‑party claims arising out of its breach of this Agreement, negligence, or willful misconduct. Provider shall, at its expense, defend any claim that the Deliverables infringe a third party's intellectual property rights and shall pay damages finally awarded, provided that Client gives prompt written notice, reasonably cooperates and allows Provider control of the defense and settlement.

11. TERM AND TERMINATION

11.1 This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated as provided herein.

11.2 Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days' written notice. Termination shall not relieve Client's obligation to pay for Services performed and non‑cancelable commitments made prior to termination.

12. DATA PROTECTION

Each party shall comply with applicable data protection laws in connection with any personal data processed under this Agreement. Provider shall implement and maintain technical and organizational measures to protect personal data against unauthorized or unlawful processing and accidental loss or destruction.

13. SUBCONTRACTING

Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for performance and compliance with this Agreement. Provider shall ensure subcontractors are bound by confidentiality and IP protections no less restrictive than those herein.

14. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party designates in writing.

15. 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 choice of law principles. The parties agree to attempt good faith negotiation to resolve disputes prior to initiating litigation; either party may seek equitable relief where necessary to protect its intellectual property or confidential information.

16. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

16.1 This Agreement, including the Statement of Work and any executed Change Orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings.

16.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.3 No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties. A failure or delay to enforce any provision shall not constitute a waiver.

16.4 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. A scanned or electronically transmitted signature shall be deemed an original signature for all purposes.

ATTACHMENTS

The following documents are attached and incorporated by reference: Statement of Work, Fee Schedule, and any executed Change Orders.

Client Printed Name:

By:

Date:

Provider Printed Name:

By:

Date:

Enter text✕
Prepare your document for signing right on this page
  • 01 Edit the text and complete the fields
  • 02 Click Sign Now and on the next screen add recipients and signature fields in SignNow
  • 03 Start your free trial to sign and send your doc
Sign Now

What a Digital Solution Agreement Is and When it Applies

A Digital Solution Agreement is a written contract that defines the delivery, licensing, maintenance, and support of a digital product or service. It identifies the parties, scope of work, deliverables, payment terms, service-level commitments, acceptance criteria, and intellectual property allocation. The agreement typically addresses data handling, security controls, confidentiality, warranties, limitation of liability, dispute resolution, and termination. When executed electronically the contract must meet electronic-signature legal standards to be binding for interstate transactions under the ESIGN Act and applicable state UETA or ESRA rules.

Why a Clear Digital Solution Agreement Matters

A well-drafted agreement reduces ambiguity about deliverables, clarifies payment and acceptance triggers, and sets expectations for security and support. It establishes legal remedies and operational procedures, making project governance and audits simpler while supporting enforceability under the ESIGN Act (15 U.S.C. ch. 96) and state UETA frameworks.

Why a Clear Digital Solution Agreement Matters

Typical parties who create or sign this agreement

Organizations that buy, build, or host digital services use this agreement to set obligations and protect data.

  • Real estate brokerages and property managers procuring SaaS platforms for listings, workflows, and tenant portals.
  • Healthcare providers and vendors exchanging software services where HIPAA protections and BAAs are needed.
  • Financial services teams contracting for payment, reporting, or reconciliation platforms that handle customer financial data.

The agreement suits both enterprise procurement and small vendor engagements; clauses should be tailored to industry, scale, and applicable law.

Core components to include in a professional agreement

Cover these six areas to create a clear, enforceable Digital Solution Agreement that protects both parties and operationalizes delivery.

Scope of Work

Define specific services, deliverables, milestones, and acceptance tests. Avoid vague phrases; attach technical specifications and success criteria as exhibits to prevent disputes.

Pricing and Payment

State fees, invoicing cadence, late-payment interest, currency, taxes, expense reimbursement, and any milestone-dependent payments or credits for missed SLAs.

Service Levels

Include uptime targets, maintenance windows, incident response times, remedies or credits for SLA breaches, and escalation paths with clear measurement methods.

Data Security and Privacy

Specify security controls, encryption requirements, breach notification timelines, data location, subcontractor obligations, and whether a Business Associate Agreement (BAA) is required.

Intellectual Property

Clarify ownership of preexisting IP, work-for-hire deliverables, licensing rights, and permitted use of developer tools, libraries, and open-source components.

Termination and Liability

Set termination events, transition assistance, data return or deletion procedures, and limits on indemnity and consequential damages consistent with negotiated risk allocation.

Security, compliance, and technical controls to specify

Encryption in transit: TLS 1.2/1.3
Encryption at rest: AES-256
Audit and reports: SOC 2 Type II
Healthcare handling: HIPAA with BAA
Regulated records: 21 CFR Part 11
Information security: ISO 27001

Step-by-step: executing a Digital Solution Agreement

Complete these steps in order to create, review, and execute a compliant digital agreement.

  • 01
    Draft: Populate scope and pricing with exhibits.
  • 02
    Review: Legal and security teams confirm clauses.
  • 03
    Approve: Obtain internal sign-off from authorized approvers.
  • 04
    Sign: Execute electronically with retained audit trail.

Typical digital workflow settings to configure

Set these workflow options when preparing a document for electronic execution and automated routing.

Field Configuration
Notification Email and SMS
Authentication Method Email link | SMS code | KBA
Signing Order Sequential or parallel
Templates Save reusable clauses

Where to send the completed agreement and how it is accepted

Use these routing patterns to ensure signed copies reach the necessary systems and stakeholders.

  • Primary Delivery: Send signed PDF to contracting email and cloud storage.
  • Contract Repository: Store executed document in contract management system.
  • Accounting: Forward invoice and signed agreement to AP.
  • Security Archive: Retain audit trail for compliance review.

Technical and integration considerations for eSigning

Confirm platform capabilities and file formats before sending the agreement for signature.

  • File formats: PDF, DOCX
  • Integrations: Salesforce, NetSuite
  • Signer authentication: Email, SMS, KBA

Select a platform that supports the required authentication level, audit trail retention, and integration endpoints so the executed agreement is archived correctly and accessible to authorized teams.

Common timeline items and typical deadlines

Track these dates to manage obligations and preserve rights under the agreement.

Effective Date:

The MM/DD/YYYY entered in the Effective Date field

Review Period:

Allow 5–10 business days for legal and security review

Signature Deadline:

Set a firm signing cutoff, commonly 30 days after execution

Delivery Milestones:

Tie acceptance testing to milestone due dates

Transition Services:

Specify handover period in termination clause

Common mistakes to avoid when preparing the agreement

  • Using vague performance language that fails to identify deliverables and acceptance criteria, which increases dispute risk and complicates remedies.
  • Leaving data handling or retention unspecified, which can trigger compliance violations for regulated industries such as healthcare or financial services.
  • Failing to confirm signing authority or corporate entity names, causing delays when a counterparty’s authorized signer lacks capacity to bind the company.
  • Omitting an audit trail and retention plan for electronic signatures, which may undermine enforceability or regulatory defense in a compliance review.

Consequences of an incorrect or incomplete agreement

Contract damages: Monetary damages for breach
Regulatory fines: HIPAA fines possible (45 CFR §160.401)
Data breach liability: Third-party claims and remediation costs
Tax exposure: Misstated fees may affect tax reporting
Reputational harm: Customer trust loss
Enforceability risk: Missing ESIGN/UETA elements

Real-world examples of Digital Solution Agreement use

These brief examples show how organizations apply the agreement to reduce friction and document risk.

Optica Ventures LLC

Optica standardized its vendor agreements to accelerate onboarding and reduce negotiation time by consolidating exhibits and signatures.

  • The company used templates plus a centralized review process to avoid repeated revisions.
  • As a result, approvals are faster and internal teams reference a single signed agreement for operational handoffs and audits.

Fertility Centers of Illinois

The center required strong data protections and auditability for digital workflows handling patient consents.

  • The agreement added a BAA and clear breach notification timelines.
  • This made interactions with vendors auditable, supported HIPAA compliance, and reduced time spent reconciling signed forms across systems.

Who typically signs and who must approve the agreement

Client: Procurement Lead

A procurement or sourcing manager signs on behalf of the buyer when contract value and internal delegation align with their authority. They coordinate legal and finance approvals and verify counterparty details before execution.

Vendor: Authorized Officer

A vendor’s CEO, CFO, or delegated officer signs when empowered by corporate bylaws; the signatory confirms service commitments, liability caps, and IP assignments on behalf of the entity.

Practical tips for accurate, efficient completion

Apply these best practices to reduce rework and strengthen enforceability when preparing or signing the agreement.

Use standardized templates
Maintain approved template language for common clauses and populate exhibits programmatically to reduce drafting errors and accelerate internal reviews while ensuring consistent risk allocation.
Confirm signer authority
Verify signatory capacity against corporate records, board resolutions, or a power of attorney for delegated signers to avoid later challenges to enforceability.
Preserve the audit trail
Retain timestamps, IP addresses, and authentication records when executing electronically to demonstrate intent, consent, and attribution under ESIGN and UETA standards.
Limit free-text fields
Prefer structured fields for dates, amounts, and IDs to reduce data-entry errors and enable automated processing and reliable archival.

Select eSignature vendor comparison for Digital Solution Agreement workflows

Comparison of typical plan features and starting prices; signNow is listed first to align with platform pricing and feature notes.

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 Varies Varies Varies
Bulk Send Yes Yes Yes Yes Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

FAQs and troubleshooting for the Digital Solution Agreement

Answers to common questions about enforceability, signatures, retention, and correcting executed documents.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users
Sign Now
Company
Forms
Pricing
Resources
Knowledge base
Other Products
© 2026 airSlate Inc. All rights reserved.