Establishing secure connection…Loading editor…Preparing document…

Exhibit B Draft Document

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

EXHIBIT B — DRAFT DOCUMENT

This Exhibit B (the "Exhibit") is incorporated into and forms part of the General Business Agreement referenced below. Client Name: and Contractor Name: acknowledge and agree to the terms and specifications set forth in this Exhibit.

WHEREAS

WHEREAS, Contractor possesses the professional skills, technical knowledge and resources necessary to perform the services described in this Exhibit; and

WHEREAS, Client desires to engage Contractor to perform such services under the terms set forth in this Exhibit and the General Business Agreement to which this Exhibit is attached; and

WHEREAS, the parties intend that this Exhibit define the scope, schedule, compensation, confidentiality obligations, and termination provisions specific to the services covered hereby.

SCOPE OF WORK

Contractor shall perform the services and deliver the deliverables described in this Scope of Work. The services shall include professional labor, materials and documentation necessary to accomplish the defined tasks. All services shall be performed in a commercially reasonable manner consistent with industry standards.

PAYMENT TERMS

In consideration for Contractor's performance, Client shall pay Contractor the fees and expenses as described below. Unless otherwise stated, all monetary amounts are United States dollars.

Milestone-based payments as set forth in Deliverables and Milestones.

Monthly installments due within days of invoice.

Lump sum upon completion and acceptance of deliverables.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, calculated from the due date until paid. A late fee equal to % per month may be assessed on overdue balances.

TERM AND TERMINATION

This Exhibit shall commence on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Exhibit for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by a party (the Discloser) to the other party (the Recipient) in connection with this Exhibit, whether disclosed orally, in writing, electronically or by inspection. Confidential Information includes, without limitation, business plans, technical data, pricing and customer information.

The Recipient shall: (a) hold the Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted herein; (b) use the Confidential Information solely to perform or exercise its rights under this Exhibit; and (c) take reasonable measures to protect the confidentiality of the Confidential Information, which shall in no event be less than those employed to protect its own confidential materials.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no act or omission of the Recipient; (ii) was rightfully in the Recipient’s possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

The obligations in this section shall survive termination or expiration of this Exhibit for a period of three (3) years, except with respect to trade secrets, for which protection shall continue for so long as such information qualifies as a trade secret under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Exhibit shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Exhibit by negotiation between senior representatives. If unresolved, disputes shall be resolved by the dispute resolution procedures set forth in the General Business Agreement.

ENTIRE AGREEMENT

This Exhibit, together with the General Business Agreement and any other exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment to this Exhibit shall be effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Exhibit is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party shall assign its rights or delegate its duties under this Exhibit without the prior written consent of the other party, except to a successor in connection with a merger or sale of substantially all of its assets.

Client:

By:

Date:

Contractor:

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 the Exhibit B Draft Document Is and How It Functions

The Exhibit B Draft Document is a contract exhibit used to record specific, itemized terms that supplement a primary agreement — for example, scope of work, pricing schedules, milestones, deliverables, or service-level details. It operates as an incorporated attachment when the main contract references and adopts it, and it should be clear, dated, and signed by authorized parties to avoid ambiguity. When executed electronically, the exhibit is generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and retention requirements are met.

Why a Complete Exhibit B Draft Document Matters

A well-prepared Exhibit B clarifies obligations, reduces disputes, and ensures billing and performance align with expectations. It also creates a discrete record for audits, regulatory review, and contract management while supporting enforceability when executed under ESIGN/UETA standards.

Why a Complete Exhibit B Draft Document Matters

Who Typically Prepares and Signs an Exhibit B

Typical users include contract managers, project leads, procurement teams, and legal counsel tasked with translating negotiated terms into operative detail.

  • Contract managers responsible for drafting and maintaining contract exhibits across projects and vendors.
  • Legal counsel reviewing enforceability, cross-references, and governing-law clauses before final signature.
  • Project or operations managers who confirm deliverables, milestones, and acceptance criteria are accurate.

Involved parties should coordinate early: draft by operations, legal clearance before signature, and a named custodian for retention and distribution.

Core Elements to Include in an Exhibit B Draft Document

A professional Exhibit B keeps the primary agreement lean by concentrating operational specifics in the exhibit; include measurable, verifiable items to reduce later dispute.

Scope of Work

Describe tasks, boundaries, and exclusions with enough specificity to determine whether a deliverable was provided or omitted during performance.

Pricing Schedule

List unit prices, fees, payment milestones, invoicing intervals, and any escalation or adjustment formula tied to dates or indices.

Milestones

Define milestone names, acceptance criteria, deliverable owners, and completion dates or durations tied to payment triggers.

Deliverables

Enumerate each deliverable, format, delivery method, responsible party, and required accompanying documentation or approvals.

Change Procedure

Specify how scope changes are proposed, priced, approved, and documented to avoid informal modifications that create disputes.

Acceptance Criteria

Provide objective tests, review periods, and remediation steps when deliverables fail to meet agreed standards.

Step-by-Step: Completing and Finalizing Exhibit B

Follow this sequence to draft, review, and execute the exhibit with minimal rework.

  • 01
    Draft the Text: Populate scope, pricing, and milestones exactly as negotiated.
  • 02
    Internal Review: Have operations and finance review for feasibility and accounting alignment.
  • 03
    Legal Review: Confirm incorporation language and dispute resolution references.
  • 04
    Execution: Collect authorized signatures and store executed copies centrally.

Recommended Digital Workflow Settings for Exhibit B

Configure e-sign and form settings to capture intent, preserve audit trails, and reduce signer friction.

Field Configuration
Signature Authentication Email link plus optional SMS code for stronger attribution
Field Validation Require MM/DD/YYYY for dates and numeric format for pricing fields
Conditional Sections Show change-order fields only when change checkbox selected
File Format Use PDF/A for long-term retention and compatibility

How Electronic Execution Typically Works for an Exhibit B

Electronic execution follows a predictable sequence from upload to signed record.

  • Upload Document: Sender uploads the exhibit PDF or DOCX to the signing platform.
  • Add Fields: Place signature, initial, and date fields where required.
  • Send to Signers: Add signer emails or generate secure signing links.
  • Capture Audit Trail: Platform records timestamps, IP, and authentication used.

Distribution Channels and Platform Integrations to Consider

Choose delivery and storage methods that match your recordkeeping and audit requirements.

  • Integrations: Connect to systems like Salesforce, NetSuite, Google Workspace, or Box for automated storage
  • File Types: Accept PDF, DOCX, and output signed PDFs compatible with ISO PDF standards
  • Authentication: Support email links, SMS codes, and optional two-factor or KBA workflows

Select platform capabilities that support your compliance requirements and retention processes.

Typical Timelines and Processing Expectations

Use clear internal SLAs and calendar controls to prevent signature delays and missed milestone dependencies.

Draft Review Time:

Allow 3–7 business days for operations and legal review.

Signature Window:

Request signatures at least 5 business days before the effective date.

Post-Sign Distribution:

Distribute executed copies within 24–48 hours of final signature.

Change Orders:

Allow 5–10 business days for pricing and approval review.

Retention Transfer:

Archive executed exhibits to contract repository within 3 business days.

Key Milestones from Draft to Archived Record

Track these stages sequentially to ensure a complete, auditable lifecycle for the exhibit.

01

Draft Completion

Create and circulate the initial exhibit draft for stakeholder input.

02

Approval and Signoff

Obtain approvals from finance, operations, and legal before signature.

03

Execution

Gather signed copies from all authorized signers and confirm dates match.

04

Archival

Store the executed exhibit in the contract management system for the retention period.

Common Mistakes to Avoid When Preparing Exhibit B

  • Leaving scope language vague or open-ended, which leads to disputes about whether work falls inside or outside the exhibit.
  • Omitting referenced schedules or attachments, causing essential terms to be unenforceable or incomplete.
  • Using inconsistent dates or failing to reconcile the exhibit effective date with the primary agreement.
  • Allowing unsigned or improperly authorized signers to execute the exhibit, risking invalidation or rejection by counterparties.

Risks and Consequences of an Incorrect Exhibit B

Enforceability Risk: Exhibit may be unenforceable if signature or incorporation language is defective
Payment Delays: Ambiguous pricing can cause invoicing disputes and delayed payments
Breach Claims: Incorrect deliverables can trigger breach notices and liability exposure
Regulatory Noncompliance: Missing required disclosures can violate industry rules or statutes
Tax Impact: Incorrect compensation language may affect tax reporting and withholding
Notarization Failure: Missing notarization when required can void certain real-estate or statutory filings

Security and Compliance Features to Protect Exhibit B Records

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Complete timestamped logs capture signer attribution
HIPAA Support: BAA available to support protected health information
Regulatory Certs: SOC 2 Type II and ISO 27001 certifications
21 CFR Compliance: Supports 21 CFR Part 11 processes and audit requirements
Accessibility: WCAG 2.0 Level AA accessibility support

eSignature Vendor Comparison for Executing Exhibit B

Compare base pricing and core administrative features that commonly affect Exhibit B workflows; signNow appears first for column ordering.

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 credit card Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Business Premium) 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

Practical Examples of Exhibit B Usage

Real-world examples show how Exhibit B clarifies obligations and supports payment triggers across sectors.

Real Estate Management

A property manager attached Exhibit B with maintenance schedules and unit repair caps

  • Clear monthly fee per unit defined
  • The exhibit reduced tenant disputes and simplified month-end reconciliations across a 200-unit portfolio.

Healthcare Vendor

A vendor exhibit specified data transfer formats and PHI handling protocols

  • Included BAA cross-reference
  • The exhibit ensured consistent onboarding and passed a subsequent compliance audit without findings.

Practical Tips to Improve Accuracy and Reduce Delay

Apply these straightforward practices to lower the risk of rework and accelerate final execution.

Use Clear, Measurable Language
Avoid ambiguous terms; quantify deliverables with units, amounts, and pass/fail criteria to reduce disagreement at acceptance.
Cross-Check References
Ensure every exhibit reference in the main agreement matches titles, dates, and clause numbers to prevent conflicting interpretations.
Lock Final Versions
Once signed, treat the executed exhibit as the authoritative version and control edits through formal amendment procedures.
Centralize Storage
Store executed exhibits in a contract repository with versioning and retention policies to support audits and eDiscovery.

Frequently Asked Questions About Exhibit B Draft Documents

Answers to common questions about drafting, signing, and maintaining Exhibit B documents in U.S. transactions.


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.