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Distance Agreement

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DISTANCE AGREEMENT

Effective Date:

Service Provider:    Client:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional services remotely, including but not limited to the performance of work by electronic means and off-site delivery of work products; and

WHEREAS, Client desires to engage Service Provider to perform the remote services described herein and Service Provider is willing to perform such services under the terms and conditions set forth in this Distance Agreement (the "Agreement");

WHEREAS, the parties acknowledge and agree that performance may occur across geographic distance and through electronic communications, and this Agreement allocates risk, confidentiality, and payment obligations appropriate to such remote performance.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards for remote performance. Deliverables shall be provided in electronic form unless otherwise agreed in writing.

PAYMENT TERMS

Bank transfer / ACH    Check    Credit card

Late fee: % per month on any unpaid balance beginning after days past due. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

Contract Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Termination shall not relieve Client of obligation to pay for services performed prior to the effective date of termination.

Termination for Cause: Either party may terminate upon material breach by the other that remains uncured for 14 days after written notice specifying the breach. Upon termination for cause by Client, Service Provider shall deliver all completed deliverables and an itemized invoice for work performed to date.

CONFIDENTIALITY

Each party (the "Receiving Party") shall treat as confidential all non-public information provided by the other party (the "Disclosing Party") that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to third parties except as expressly permitted by this Agreement or required by law.

Confidential Information does not include information that: (a) was rightfully in the Receiving Party's possession without restriction prior to disclosure; (b) is or becomes publicly available through no fault of the Receiving Party; or (c) is rightfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality. If compelled by law to disclose Confidential Information, the Receiving Party shall provide prompt written notice to the Disclosing Party and cooperate to seek protective measures.

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 principles. Any dispute arising out of or relating to this Agreement shall be resolved in the courts of that State.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall bear sole responsibility for all taxes, withholdings, and other statutory obligations arising from compensation paid under this Agreement.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may subcontract portions of the work provided Service Provider remains liable for performance.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

Service Provider

Printed Name:

By:

Date:

Client

Printed Name:

By:

Date:

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What a Distance Agreement covers

A Distance Agreement is a written contract that sets terms for transactions, services, or communications performed when parties are not physically co-located. Typical uses include remote work arrangements, telehealth or distance-learning services, remote vendor engagements, and procedures that rely on electronic delivery and signatures. The agreement defines scope of services, responsibilities, delivery and acceptance criteria, communication methods, data protection, and any authentication or notarization requirements needed to validate signatures and records under U.S. law.

Why a Distance Agreement matters

A clear Distance Agreement reduces ambiguity about remote duties, protects privacy and data, documents consent for electronic records under ESIGN/UETA, and assigns responsibilities for delivery, authentication, and dispute handling.

Why a Distance Agreement matters

Who commonly uses a Distance Agreement

Organizations and individuals adopt Distance Agreements whenever work, services, or legally significant exchanges happen remotely.

  • Healthcare providers and clinics adopting telehealth workflows with HIPAA-compliant addenda
  • Educational institutions offering distance learning and consented electronic records for students
  • Employers and HR teams documenting remote work terms, equipment responsibilities, and data handling

Tailor the agreement to the industry, the mode of remote delivery, and applicable statutory exceptions so that the arrangement is enforceable and administrable.

Step-by-step: completing a Distance Agreement

Follow these steps to prepare, execute, and preserve a Distance Agreement so it is clear and legally defensible.

  • 01
    Prepare: Draft scope, deliverables, and data protections before sharing with the other party.
  • 02
    Verify Identity: Choose an authentication method (email, SMS, KBA, or RON) appropriate to the risk level.
  • 03
    Obtain Consent: Include required ESIGN consumer disclosures for consumer-facing transactions and record affirmative consent.
  • 04
    Archive: Save the executed record and audit trail in a tamper-evident format for the required retention period.

Remote execution workflow overview

A reliable remote-execution flow reduces friction while preserving attribution and record integrity for legal compliance.

  • Upload Document: Sender prepares the agreement and marks required fields for signing and dates.
  • Add Signers: Specify signer names, email addresses, and signing order when applicable.
  • Authenticate: Use an authentication level matching the transaction risk (email, SMS, KBA, or government ID verification).
  • Complete and Store: Signer executes; signed PDF and audit trail are stored and made available to parties.

Typical remote-signature workflow settings

Configure workflow elements consistent with your risk profile, legal obligations, and the chosen authentication level.

Field Configuration
Notification Settings Email reminders and expiry intervals configured per agreement term.
Authentication Method Select email link, SMS code, KBA, or RON depending on identity assurance needed.
Signature Type Choose simple e-signature overlay or cryptographic digital signature for higher assurance.
Record Retention Enable secure archival, export formats, and retention period enforcement.

Technical considerations for eSigning and delivery

Pick a platform that supports your required authentication, export formats, and integrations with recordkeeping systems.

  • File Formats: PDF, DOCX, and HTML supported
  • Integrations: CRM, ERP, cloud storage integrations
  • Security Standards: TLS and AES encryption

Essential components of a professional Distance Agreement

Include clear, enforceable clauses that address remote performance, authentication, data protection, and remedies so parties understand rights and responsibilities.

Parties

Identify each contracting party with legal name, entity type, principal address, and authorized signer details so identity matches verification artifacts.

Scope of Services

Describe duties, deliverables, milestones, and acceptance procedures so obligations are measurable and disputes can be resolved on objective terms.

Term and Termination

Specify effective date, duration, renewal mechanics, and termination rights including notice periods and post-termination responsibilities.

Payment and Consideration

Set fees, billing cycle, payment methods, invoicing timing, and consequences for nonpayment including late fees or suspension of services.

Confidentiality and Data Protection

Detail permitted data uses, encryption expectations, breach notification timelines, and whether a HIPAA BAA or FERPA protections apply.

Dispute Resolution

State governing law, venue, and dispute resolution process such as mediation or arbitration to reduce uncertainty over enforcement.

Security and compliance checkpoints

Encryption in Transit: TLS 1.2/1.3
Encryption at Rest: AES-256
Audit Trail: Timestamped events and IP addresses
Certifications: SOC 2 Type II and ISO 27001
Regulatory Compliance: ESIGN, UETA, 21 CFR Part 11 support
HIPAA Support: BAA available where required

Key risks and potential penalties

Incorrect TIN: Backup withholding
Missing Retention: Regulatory fines
Improper Notarization: Deed or POA invalidation
Unverified Signature: Challenge to enforceability
Privacy Breach: HIPAA or state penalties
Contract Breach: Damages and litigation costs

Common preparation and execution mistakes

  • Failing to obtain explicit electronic-consent disclosures for consumer-facing transactions, which can undermine ESIGN compliance and lead to unenforceability.
  • Using weak or no signer authentication for high-risk agreements, increasing exposure to fraudulent signatures and later disputes.
  • Neglecting to specify digital delivery and acceptance criteria, causing ambiguity about when obligations are met.
  • Omitting data-protection or BAA language when protected health information is involved, risking HIPAA violations.

Time-sensitive steps and processing expectations

Observe execution and retention timelines so the Distance Agreement remains enforceable and compliant with consumer-consent and recordkeeping rules.

Consumer Disclosure Timing:

Provide ESIGN consumer disclosure and obtain consent before electronic-only records are used

Signature Window:

Set clear expiration for signing links and reminders to manage execution timelines

RON Recording:

Retain audio-video and journal entries per state RON requirements

Document Retention:

Follow applicable retention laws such as IRS and HIPAA minimums

Notice Periods:

Respect contract notice and cure periods before termination or remedies

Comparing eSignature vendor pricing and capabilities

Platform choice affects cost, authentication, bulk send capacity, and regulatory support; signNow is listed first for direct feature comparison.

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 Yes, 7-day trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Real-world examples showing remote-execution utility

These short examples illustrate how remote agreements are used across organizations to eliminate in-person steps while preserving compliance and record integrity.

Martin Properties

Tim Martin, Founder

  • Remote closings and consented electronic documents on mobile
  • I can process and execute all of these documents online with 100% compliance and built-in security, allowing timely closings without in-person meetings.

Fertility Centers of Illinois

John Butler, Founder

  • Integrations and secure workflows for patient forms
  • The airSlate SignNow team has been responsive and the API allowed us to collect necessary signatures while preserving audit trails and security.

Practical tips for accurate and efficient completion

Apply these practical checks to reduce rejects, speed execution, and maintain legal defensibility of remotely executed Distance Agreements.

Confirm Names and Roles
Verify legal names and signer authority in advance; a quick corporate resolution or power-of-attorney check avoids later challenges to signature authority and enforcement.
Match Authentication to Risk
Use stronger authentication (KBA, ID verification, or RON) for high-value or regulated agreements rather than email-only links to reduce exposure to fraud.
Include Consent Language
For consumer-facing transactions include ESIGN disclosure and obtain affirmative consent to electronic records before relying on e-signatures to prevent claims of nonconsent.
Archive Audit Trails
Retain signed PDFs and the complete audit trail and any RON recordings in tamper-evident storage to support admissibility if a dispute arises.

Frequently asked questions about Distance Agreements

Answers to common execution, enforceability, and compliance questions for Distance Agreements used in the United States.


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