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Exhibit to Business Services Agreement

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EXHIBIT TO BUSINESS SERVICES AGREEMENT

This Exhibit (the "Exhibit") is made as of the date set forth below and supplements the Business Services Agreement between the parties. Primary Agreement Date: ,

Parties

Recitals

WHEREAS, the parties entered into a Business Services Agreement on the Primary Agreement Date referenced above and desire to set forth specific deliverables, payment terms, and project milestones in this Exhibit; and

WHEREAS, Service Provider has represented that it possesses the requisite experience and personnel to perform the services described below and Client desires to retain Service Provider to perform such services under the terms of the Business Services Agreement and this Exhibit; and

NOW, THEREFORE, the parties agree that the Business Services Agreement is supplemented as follows.

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall include all tasks, deliverables, and acceptance criteria necessary for completion as set forth in this Exhibit.

Milestones and Deliverables

The following milestone schedule establishes the primary deliverables and due dates. Time is of the essence for each milestone.

Due Date:

Due Date:

Due Date:

Payment Terms

Compensation for the Services provided under this Exhibit shall be as follows.

Service Provider will be reimbursed for pre-approved, reasonable, and documented out-of-pocket expenses. Pre-approval method: Reimbursement up to:

Term and Termination

The term of this Exhibit commences on: and continues until: unless earlier terminated in accordance with this Exhibit or the Agreement.

Either party may terminate this Exhibit for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured after days' written notice.

Confidentiality

The parties acknowledge that in performing this Exhibit they may receive Confidential Information of the other party. Confidential Information shall mean non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information solely to perform its obligations under this Exhibit; (b) restrict disclosure to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidentiality obligations shall survive termination of this Exhibit for years, except for Confidential Information that constitutes a trade secret under applicable law, for which protection will be maintained for as long as it qualifies as a trade secret.

Governing Law

This Exhibit shall be governed by and construed in accordance with the laws of the State of 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 resolution of disputes arising under this Exhibit.

Entire Agreement and Amendment

This Exhibit, together with the Business Services Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Exhibit shall be effective unless in writing and signed by authorized representatives of both parties.

Acceptance

Deliverables will be deemed accepted when Client provides written acceptance or fails to provide a written rejection specifying in reasonable detail the basis for rejection within days after delivery. Rejected deliverables shall be corrected by Service Provider at no additional charge and resubmitted for acceptance.

Notices

All notices required or permitted under this Exhibit shall be in writing and delivered in accordance with the notice provisions of the Business Services Agreement. The parties' primary notice contacts for administration of this Exhibit are set forth below.

Client

Printed Name:

By:

Date:

Service Provider

Printed Name:

By:

Date:

Enter text✕

What the Exhibit to Business Services Agreement Is

An Exhibit to Business Services Agreement is an attachment that sets out specific services, deliverables, fees, schedules, or technical requirements referenced by a main services contract. It supplements the principal agreement by providing detailed scope, milestones, metrics, and acceptance criteria while preserving the master contract’s terms. Exhibits are intended to be legally incorporated by reference and enforceable as part of the whole contract when the master agreement cites the exhibit and the parties sign both documents.

Why a Clear Exhibit Matters for Service Contracts

A well-crafted exhibit reduces ambiguity about scope, timelines, and payment triggers, making performance disputes less likely and simplifying audits and renewals.

Why a Clear Exhibit Matters for Service Contracts

Who Typically Prepares and Signs an Exhibit

Final signature authority usually rests with an authorized corporate officer or delegated signatory identified in the master agreement.

  • Contract managers and procurement teams who manage scope, SLAs, and change orders for vendor relationships.
  • Project managers and delivery leads who define milestones, acceptance tests, and technical deliverables for operational clarity.
  • Legal counsel or outside counsel who confirm incorporation language, liability limits, and governing law alignment with the master agreement.

Essential Parts of a Professional Exhibit

A complete exhibit balances operational detail with contractual clarity so that tasks, metrics, and remedies are clearly understood by both parties.

Scope

Describe services, deliverables, and exclusions with measurable criteria so performance obligations are objective and verifiable by both parties.

Schedule

List milestones, delivery dates, approval periods, and handling of delays including cure windows and change request procedures for timeline management.

Pricing

State fees, invoicing frequency, payment milestones, expense reimbursement rules, and any variable pricing formulas or caps.

Acceptance

Define acceptance tests, inspection windows, rejection remedies, and criteria for final signoff to reduce disputes over deliverable quality.

Service Levels

If applicable, specify SLAs, uptime targets, measurement methods, service credits, and reporting obligations tied to operational performance.

Change Control

Prescribe how scope or schedule changes are requested, priced, approved, and incorporated into the exhibit to avoid informal amendments.

Required Exhibit Fields at a Glance

Parties: Full legal names
Effective Date: MM/DD/YYYY
Scope ID: Reference number or title
Pricing Terms: Amount and billing cadence
Acceptance Terms: Criteria and period
Signatures: Authorized signatory block

Step-by-Step: Completing the Exhibit

Follow these steps in order to ensure the exhibit is complete, consistent with the master agreement, and ready for signature.

  • 01
    Review master: Confirm the exhibit reference clause in the primary services agreement.
  • 02
    Draft scope: Write detailed deliverables, assumptions, and exclusions in plain language.
  • 03
    Set dates: Insert milestone and acceptance dates in MM/DD/YYYY format.
  • 04
    Obtain signoff: Collect authorized signatures and retain signed copies for records.

How to Configure an Online Exhibit Workflow

Configuring a digital workflow for the exhibit streamlines review, approvals, and signature capture while preserving an audit trail.

Document source Upload the exhibit as a PDF or DOCX from cloud storage.
Field placement Add signature, date, and initial fields where required.
Signer order Set role-based routing and sequential or parallel signing.
Authentication Choose email, SMS, or stronger signer ID verification.
Retention Enable secure storage and automatic archiving after signing.

Technical and Security Considerations for eSubmission

Confirm the provider’s compliance certifications (for example SOC 2 Type II, ESIGN/UETA adherence, and a HIPAA BAA when health data is involved) before e-submitting sensitive exhibits.

  • File types: PDF and DOCX supported
  • Integrations: Connects to common CRMs and storage
  • Encryption: TLS in transit, AES-256 at rest

Typical Digital Signing Workflow for an Exhibit

This workflow describes the common sequence for preparing and obtaining valid electronic signatures on an exhibit.

  • Upload file: Sender uploads the exhibit document to the signing platform.
  • Prepare fields: Place signature, date, and required information fields.
  • Send or link: Dispatch signing requests via email or generate a secure link.
  • Complete signing: Signers authenticate, review, and apply electronic signatures.

Timing and Deadline Considerations

Understand statutory and contractual dates that affect deliverables, tax reporting, and document retention tied to the exhibit.

Effective date:

Set in MM/DD/YYYY — determines when obligations begin.

Invoice due dates:

Align payment milestones with the exhibit schedule to avoid disputes.

Tax reporting:

Form 1099-NEC due to recipient and IRS by Jan 31 each year.

Retention trigger:

Retention periods typically start at agreement termination or last effective date.

Notarization window:

If notarized, confirm notary availability and any required witness timing.

Common Preparation Errors to Avoid

  • Inconsistent references between the exhibit and the master agreement that create ambiguity about which document controls, leading to enforceability disputes and negotiation delays.
  • Missing or vague acceptance criteria that leave room for subjective interpretation and result in repeated rework, disputed invoices, or unpaid milestones.
  • Failure to name an authorized signatory or using initials only, which can invalidate acceptance or slow downstream approvals and create internal audit exceptions.
  • Neglecting industry‑specific addenda such as HIPAA business associate language or construction lien waivers, which exposes parties to regulatory or lien risks.

Legal and Financial Risks of an Incorrect Exhibit

Tax penalties: IRC §6721 penalties for incorrect information returns
Contract disputes: Breach damages and litigation costs
Regulatory fines: HIPAA exposures where PHI disclosure occurs
Performance delays: Missed SLAs can trigger service credits
Invalid signature: Noncompliant signing could nullify exhibit
Recordkeeping failures: Retention gaps risk audits

Typical eSignature Pricing and Feature Comparison

Compare common vendor starting prices and core features relevant to executing exhibits and services agreements; signNow is listed first per vendor ordering rules.

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 Yes, trial available Yes, trial available Yes, trial available Yes, trial available
Bulk Send Yes (Business Premium) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Exhibits and Electronic Signing

Answers to common questions about validity, signing methods, and storage for exhibits, with practical compliance pointers for U.S. users.


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