Establishing secure connection…Loading editor…Preparing document…

Engagement Terms and Conditions

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

ENGAGEMENT TERMS AND CONDITIONS

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain professional services described herein, and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services in a professional and timely manner consistent with industry standards;

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the engagement in this written agreement.

Scope of Work

Service Provider shall provide the services described below. The scope shall include deliverables, milestones, and acceptance criteria as agreed in writing by the Parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services described above. Unless otherwise stated, fees are exclusive of taxes, which shall be paid by Client.

Term and Termination

This Agreement shall commence on the Term Start Date and continue until the Term End Date unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for material breach of its terms if the breaching Party fails to cure such breach within the notice period specified above. Either Party may terminate immediately for insolvency or bankruptcy of the other Party.

Confidentiality

Each Party acknowledges that in the course of performance it may receive Confidential Information of the other Party. "Confidential Information" includes nonpublic business, technical, financial, and customer information disclosed in writing or orally and identified as confidential, or that reasonably should be understood to be confidential.

The receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees and agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than reasonable care.

Liability; Indemnification

Each Party shall indemnify and hold harmless the other Party from claims, losses, damages, liabilities, and reasonable costs (including attorney fees) arising from its breach of this Agreement, negligence, or willful misconduct. Except for liability arising from gross negligence or willful misconduct, neither Party's total liability for any claim under this Agreement shall exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any modification or amendment must be in writing and signed by authorized representatives of both Parties.

The Parties represent and warrant that each person signing below is authorized to execute this Agreement on behalf of the respective Party and to bind that Party to the terms hereof.

Client:

By:

Date:

Service Provider:

By:

Date:

Enter text✕

What an Engagement Terms and Conditions Agreement Covers

An Engagement Terms and Conditions document defines the scope of work, deliverables, timeline, pricing, payment terms, and responsibilities between a service provider and a client. It sets quality standards, acceptance criteria, confidentiality obligations, liability limits, termination rights, and dispute resolution procedures. For many organizations the agreement also specifies governing law and contact points for notices. When properly executed it creates enforceable contractual obligations; in the United States electronic execution is generally accepted under the ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes.

Why clear Engagement Terms matter

Clear terms reduce misunderstandings, set client expectations, and limit liability through defined remedies and limits.

Why clear Engagement Terms matter

Who typically prepares and signs these agreements

Engagement Terms are used by organizations of all sizes and by individual contractors before work begins.

  • Service providers and consultants who define deliverables, milestones, and fees in client engagements.
  • Corporate legal, procurement, or vendor management teams that approve contract language and risk clauses.
  • Clients, purchasing managers, and project sponsors who accept scope, schedule, and payment terms.

All signing parties should confirm authority to bind the entity and verify identity before execution.

Essential sections to include in Engagement Terms and Conditions

A professional engagement agreement organizes rights and obligations so each party knows expectations, measurable outcomes, and remedies for nonperformance.

Parties

Identify legal entity names, business types, and contact details for notices and invoicing.

Scope

Define services, deliverables, milestones, acceptance criteria, and attributable work product.

Compensation

Specify fees, invoicing schedule, expenses, late-payment interest, and payment method.

Term & Termination

Set effective date, contract length, renewal terms, termination rights, and post-termination obligations.

Confidentiality

Detail protected information, permitted disclosures, duration, and return or destruction procedures.

Liability & Indemnity

State liability caps, exclusions, insurance requirements, and mutual indemnification clauses.

Step-by-step: Preparing and executing the agreement

Follow these sequential steps to prepare, review, and finalize the Engagement Terms and Conditions.

  • 01
    Gather information: Collect party names, scope details, pricing, and required attachments.
  • 02
    Draft terms: Populate standard clauses and tailor scope, deliverables, and timelines.
  • 03
    Review and negotiate: Circulate to stakeholders, track changes, and document agreed revisions.
  • 04
    Execute and store: Sign all required parties electronically or in writing, then archive the final executed copy.

Typical e-signature workflow for execution

Digital signing shortens the path to execution. The following steps reflect common platform workflows.

  • Upload document: Add the agreement PDF or DOCX to the signing platform.
  • Place fields: Insert signature, date, initials, and conditional fields where needed.
  • Send to signer: Provide signer email addresses or generate signing links for remote access.
  • Capture audit trail: Platform records timestamps, IP, and authentication evidence for later verification.

Sample configuration for an online signing workflow

Configure these workflow settings to align execution order, authentication, and storage policies.

Field Configuration
Signing order Sequential or parallel signing as required by the business process
Authentication Email links, SMS codes, or stronger KBA for higher assurance
Reminders Automated reminders at set intervals until execution
Storage Encrypted archival with access controls and audit logging

Technical considerations for secure electronic execution

Choose a platform that supports legal audit trails, strong encryption, and role-based access control.

  • Authentication options: Email, SMS code, KBA, or advanced signer checks
  • Document formats: Support for PDF, DOCX, and preserved audit metadata
  • Integrations: CRM and storage connectors (Salesforce, NetSuite, Google Drive)

Ensure platform settings match your retention, audit, and compliance policies before sending for signature.

Common timing elements to include and monitor

Specify precise dates and notice periods in the contract to avoid disputes and missed obligations.

Effective date:

Enter MM/DD/YYYY to mark when obligations begin.

Payment due date:

State net terms (Net 30, Net 45) and late fee schedule.

Termination notice:

Require written notice with a set lead time, e.g., 30 days.

Milestone deadlines:

List deliverable dates and acceptance windows to trigger payments.

Dispute window:

Set timeframes for raising claims or defects after delivery.

Key milestones from negotiation to closeout

Track these milestones as a sequence to measure progress and trigger contractual obligations.

01

Negotiation

Finalize scope, revisions, and special terms with stakeholders.

02

Execution

All authorized signers sign; execution date is recorded.

03

Performance

Provider delivers work per milestones and acceptance criteria.

04

Closeout

Complete final acceptance, final invoice, and file retention steps.

Common pitfalls to avoid when preparing Engagement Terms

  • Ambiguous scope that omits measurable deliverables, causing disputes about completion and payment.
  • Missing or inconsistent dates and payment terms that delay invoicing and cash flow.
  • Insufficient signer authority or mismatched entity names that undermine enforceability.
  • Neglecting confidentiality, data handling, or IP clauses that create exposure for both parties.

Practical risks and contractual consequences

Breach damages: Monetary liability for failure to perform under terms.
Termination exposure: Early termination may trigger liquidated damages or loss of fees.
Indemnity claims: Payment obligations for third-party losses or IP infringement.
Regulatory fines: HIPAA or privacy breaches can generate statutory penalties.
Tax implications: Mischaracterized payments may trigger reporting or withholding obligations.
Enforceability issues: Incorrect signatures or missing consent can invalidate the agreement.

Real-world examples of executing Engagement Terms

Teams across services and property management use digital execution to speed onboarding and preserve compliance evidence.

Optica Ventures (COO)

Optica migrated to online agreements to streamline client onboarding and reduce turnaround.

  • The interface is simple and easy-to-use for our team.
  • Their team reported faster customer execution and fewer manual follow-ups while maintaining an audit trail for each engagement.

Martin Properties (Founder)

A property management firm used executed engagement terms to close engagements remotely.

  • I can process and execute all of these documents online with 100% compliance and built-in security.
  • The firm reduced in-person signings and improved contract retrieval for audits and tenant disputes.

Comparing entry-level pricing and core capabilities for common e-signature vendors

Simple pricing and capability differences matter for contract execution workflows; signNow is listed first for direct comparison.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Bulk Send Yes Yes Yes Yes No
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

Frequently asked questions about signing Engagement Terms and Conditions

Answers to common execution, enforceability, and recordkeeping questions for this agreement type.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users