Are electronic signatures valid?

Yes. Electronic signatures are legally valid in the United States under the ESIGN Act (15 U.S.C. §7001) and UETA in adopted states when intent, consent, attribution, and retention requirements are met.

When is notarization required?

Notarization is rarely required for governance services agreements but may be needed for related filings or documents; check the governing state's rules for specific execution formalities.

Do I need a BAA for healthcare data?

If the provider will access protected health information, include a Business Associate Agreement and comply with HIPAA recordkeeping and breach notification requirements (45 CFR §164.530(j)).

How do I confirm signer authority?

Verify corporate signing authority through board resolutions, officer certificates, or a corporate records check before accepting signatures to avoid later challenges.

Can the agreement be revised after signing?

Amendments require mutual written agreement signed by authorized parties. Oral modifications are risky; document and sign any changes following the original execution method.

How should executed copies be stored?

Store executed PDFs and audit trails in a secure repository with access controls and retention metadata. Maintain backups and ensure reproducibility for audits or regulatory inquiries.

Electronic Signature
Templates
Miscellaneous
Governance Services Agreement

Governance Services Agreement

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

GOVERNANCE SERVICES AGREEMENT

This Governance Services Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Client Name: Client Address: Service Provider Name: Service Provider Address:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform governance advisory, board support and related governance services as described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to provide such services and is willing to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the governance services to be provided by Service Provider.

SCOPE OF WORK

Service Provider shall provide governance services including, but not limited to, advising the board of directors or governing body, preparing meeting materials, conducting governance reviews, recommending governance policies, providing training for board members, and such other related services as agreed in writing by the parties.

Detailed Scope (describe deliverables, milestones, and specific activities):

PAYMENT TERMS

As full compensation for the Services, Client shall pay Service Provider the fees set forth below in accordance with the schedule provided. Fees are exclusive of applicable taxes and reimbursable expenses unless otherwise stated.

Fixed Fee / Not-to-Exceed Amount: Payment Schedule and Invoicing:

Late payments shall incur a late fee of on any unpaid balance per month, or the maximum permitted by law, whichever is less. Client shall also reimburse Service Provider for reasonable costs of collection including attorneys' fees.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any non-public information, records, reports, analyses, or other materials furnished by the other party (the Disclosing Party) in connection with this Agreement, except to its employees, agents, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein. Confidential information does not include information that is or becomes publicly known through no fault of the Receiving Party, was already lawfully in the Receiving Party's possession, or is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt notice to the Disclosing Party to permit the Disclosing Party to seek protective relief.

INDEPENDENT CONTRACTOR; COMPLIANCE

Service Provider is an independent contractor and is solely responsible for payment of all wages, taxes, and benefits for its personnel. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties. Service Provider shall comply with all applicable laws and regulations in performing the Services.

LIABILITY AND INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized courier, or certified mail (return receipt requested), or by electronic mail with confirmation of receipt.

Notice Address for Client: Notice Address for Service Provider:

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties agree to attempt to resolve disputes in good faith through negotiation and, if unsuccessful, to submit disputes to mediation prior to pursuing litigation. Each party retains the right to seek injunctive or equitable relief in a court of competent jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or statements of work, 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. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement. Signatures transmitted by facsimile or electronic image shall be deemed originals for all purposes.

Client Printed Name:

By:

Date:

Service Provider Printed Name:

By:

Date:

What a Governance Services Agreement Is and When It Applies

A Governance Services Agreement is a contractual document that defines the scope, responsibilities, decision-making authority, and service levels for corporate governance support, board services, or outsourced governance tasks. Typical uses include engaging a third party to provide board secretarial services, compliance monitoring, meeting administration, or advisory support. The agreement allocates duties, specifies deliverables, sets confidentiality and data-handling expectations, and identifies governing law and dispute resolution procedures. It can be adapted for nonprofit boards, corporate advisory firms, or outsourced company secretary engagements and usually complements bylaws, shareholder agreements, or committee charters.

Why a Clear Governance Services Agreement Matters

A well-drafted Governance Services Agreement clarifies roles, reduces governance disputes, and limits liability by documenting scope, service levels, communication protocols, and confidentiality obligations.

Who Typically Uses a Governance Services Agreement

Organizations that commonly use this agreement include corporate boards, private companies, nonprofits, and service firms offering board or compliance support.

Corporate boards and general counsels seeking structured, outsourced governance administration and consistent minute-taking.
Private companies and startups that engage an external company secretary or governance advisor for regulatory or procedural support.
Nonprofit organizations and foundations that retain third parties to manage compliance, filings, and board logistics.

Parties should confirm signatory authority and any state-specific requirements before execution to ensure enforceability and correct routing.

Essential Elements to Include in the Agreement

A professional Governance Services Agreement should be concise but comprehensive, covering performance scope, governance deliverables, fees, confidentiality, data handling, and dispute resolution to minimize ambiguity.

Scope of Services

Describe specific governance tasks, meeting preparation, minutes, filings, compliance monitoring, and any excluded activities to avoid scope creep.

Term & Renewal

State the initial term, renewal mechanics, and early termination rights including notice periods and transition responsibilities.

Fees & Payment

Define fees, invoicing cadence, reimbursable expenses, late payment interest, and dispute resolution for billing disagreements.

Confidentiality

Include nondisclosure obligations, permitted disclosures, return or destruction of confidential materials, and survival clauses.

Data Protection

Specify data handling, encryption expectations, breach notification timelines, and whether a Business Associate Agreement is required for PHI.

Governing Law

Designate the governing state law and venue for disputes and include jurisdiction-specific compliance references if required.

Step-by-Step: Filling and Executing the Agreement

Follow this order to reduce errors and ensure timely execution across internal and external reviewers.

01

Draft: Populate scope, fees, term, and data clauses; keep language unambiguous.
02

Internal Review: Legal and finance verify obligations, billing, and risk allocation before sharing externally.
03

Send for Signature: Route to authorized signatories using eSignature or in-person notarization if required.
04

Store: Save executed copies in a secure repository with audit trail and retention metadata.

Typical Execution and Routing Flow

A consistent workflow reduces signer friction and creates a reliable audit trail for compliance and audits.

Upload: Load final document into the signing platform in PDF or DOCX format.
Assign Fields: Place signature, date, and initial fields to match signer roles.
Authenticate: Choose signer authentication: email, SMS code, or stronger methods for sensitive agreements.
Complete: Signer executes; system records timestamps, IP, and actions in the audit trail.

Online Workflow Settings Recommended for Governance Agreements

Standardize settings before sending to ensure consistent signatures, reminders, and retention across all agreements.

Field	Configuration
Routing Order	Sequential or parallel per internal approval needs
Signer Authentication	Email + SMS for standard, KBA or ID check for higher assurance
Reminders	Auto-reminders at 3 and 7 days after delivery
Retention Settings	Auto-archive executed PDF and store audit trail

Technical Considerations for Digital Execution

Ensure the signing platform supports required security, file formats, and integrations relevant to governance records.

File Formats: PDF and DOCX supported
Integrations: CRM and cloud storage integration available
Authentication: Multi-factor options and audit trail

Verify platform compliance with industry standards such as ESIGN and UETA, and confirm any BAA or 21 CFR Part 11 needs before use.

Common Timeframes and Response Deadlines

Typical governance agreement timelines include execution windows, notice periods, and post-signature duties that parties must track.

Execution Window:

Parties typically allow 7–30 days to complete signatures

Notice of Termination:

Standard notice periods range from 30 to 90 days

Renewal Notice:

Provide renewal or nonrenewal notice 30–60 days before term end

Dispute Response:

Contract often requires written response within 30 days

Record Access:

Retention and access timelines set in data clauses

Key Milestones from Draft to Implementation

Track these milestones to manage approvals, implementation, and compliance handoffs for governance services.

01

Drafting Complete

Final internal draft approved and ready for external review

02

External Approval

Client or board approval and fee confirmation obtained

03

Execution

Signatures collected; notarization performed if required

04

Service Start

Provider begins governance tasks as of the Effective Date

Common Mistakes to Avoid When Preparing the Agreement

Using informal or inconsistent entity names that create ambiguity about who is bound by the contract.
Failing to define deliverables and timing, which leads to disputes about whether services were performed.
Omitting data handling or confidentiality specifics when the provider will access sensitive or regulated information.
Neglecting to confirm signer authority and execution formalities required by state law or corporate bylaws.

Consequences of an Incorrect or Incomplete Agreement

Voidable Provisions: Terms may be unenforceable

Liability Exposure: Increased risk of contract claims

Regulatory Risk: Noncompliance with data rules

Tax Penalties: IRS penalties possible

Operational Disruption: Service interruptions and disputes

Reputational Harm: Loss of stakeholder trust

Security and Compliance Items to Include

Encryption: TLS 1.2/1.3; AES-256

Audit Trail: Tamper-evident signing log

HIPAA: BAA required for PHI

21 CFR Part 11: Controls for FDA-regulated records

ESIGN / UETA: Electronic signature validity

SOC 2: Support for vendor controls

How Organizations Use Governance Services Agreements in Practice

Real-world examples show how scope clarity and execution workflow reduce friction and create audit-ready records.

Optica Ventures LLC

Optica used a standardized governance agreement to outsource minute-taking and filings

Faster board turnaround and fewer follow-ups
The agreement reduced ambiguity about deliverables and improved board meeting preparation for all stakeholders.

Martin Properties

Martin Properties engaged a third-party secretary for compliance workflows

Consolidated document handling and centralized retention
Using a consistent agreement simplified audits and saved internal staff hours on administrative tasks.

eSignature Pricing and Feature Comparison

Pricing and feature availability vary by vendor and plan. Below is a concise comparison with signNow listed first for reference.

	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 (Business Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions About Governance Services Agreements

Answers to common execution, enforceability, and compliance questions to help avoid typical pitfalls during preparation and signing.

Need help? Contact support

Are electronic signatures valid?
Yes. Electronic signatures are legally valid in the United States under the ESIGN Act (15 U.S.C. §7001) and UETA in adopted states when intent, consent, attribution, and retention requirements are met.
When is notarization required?
Notarization is rarely required for governance services agreements but may be needed for related filings or documents; check the governing state's rules for specific execution formalities.
Do I need a BAA for healthcare data?
If the provider will access protected health information, include a Business Associate Agreement and comply with HIPAA recordkeeping and breach notification requirements (45 CFR §164.530(j)).
How do I confirm signer authority?
Verify corporate signing authority through board resolutions, officer certificates, or a corporate records check before accepting signatures to avoid later challenges.
Can the agreement be revised after signing?
Amendments require mutual written agreement signed by authorized parties. Oral modifications are risky; document and sign any changes following the original execution method.
How should executed copies be stored?
Store executed PDFs and audit trails in a secure repository with access controls and retention metadata. Maintain backups and ensure reproducibility for audits or regulatory inquiries.

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