Can an exhibit be e-signed?

Yes. Electronic signatures satisfy ESIGN (15 U.S.C. §7001) and UETA where adopted so exhibits can be e-signed if parties consent and the record is retained. Exceptions (wills, certain court filings) still require traditional formalities.

When is notarization required?

Notarization is not typically required for contract exhibits, but specific instruments (deeds, powers of attorney) often require acknowledgements. Remote online notarization is permitted in most states with identity proofing and AV recording requirements; verify state notary rules before relying on RON.

What makes an exhibit enforceable?

Clear incorporation by reference in the master ICA, unambiguous terms, and execution by authorized signers establish enforceability. For e-signed exhibits satisfy the ESIGN four-prong test: intent, consent, attribution, and record retention (15 U.S.C. §7001).

Can HIPAA rules apply?

Yes. If an exhibit involves protected health information, HIPAA applies and a Business Associate Agreement is required. Maintain records and retention consistent with 45 CFR §164.530(j) and ensure the eSignature solution supports HIPAA compliance.

How should I store executed exhibits?

Store executed exhibits as tamper-evident signed PDFs with an audit trail, secure encryption (AES-256 at rest, TLS 1.2/1.3 in transit), access controls, and regular backups. Retain according to applicable federal and industry retention rules to meet audit requirements.

Why use signNow for execution?

signNow provides ESIGN/UETA-compliant workflows, HIPAA support (BAA available), SOC 2 and ISO 27001 certifications, AES-256 encryption, and integrations with common systems. Those features support secure electronic execution and audit trails without implying endorsement.

Electronic Signature
Templates
Legal
ICA Exhibit Agreement

ICA Exhibit Agreement

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

ICA Exhibit Agreement

This ICA Exhibit Agreement (the "Agreement") is entered into as of by and between ICA Name: , an entity of type ("ICA"), and Counterparty Name: , an entity of type ("Counterparty").

RECITALS

WHEREAS, ICA and Counterparty are parties to a Master Intercompany Agreement or similar master agreement governing the general relationship between the parties (the "Master Agreement"); and

WHEREAS, the parties desire to document the specific services, deliverables, pricing, schedules and other terms applicable to Exhibit No. to the Master Agreement as set forth herein; and

WHEREAS, the parties intend that the provisions of this Agreement govern the work described in this Exhibit to the extent inconsistent with or supplemental to the Master Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Deliverables" means the tangible and intangible items, reports, software, data and documentation to be delivered by the performing party under this Exhibit as described in Section 2. Where a term is defined in the Master Agreement, that definition shall control unless expressly modified in this Exhibit.

1.2 "Work" or "Services" means the performance obligations described in Section 2 and any accepted change orders or statements of work executed in accordance with Section 12.

2. EXHIBIT SCOPE AND DELIVERABLES

2.1 Scope. ICA shall perform, or cause to be performed, the Services set forth in this Exhibit. The parties agree that the specific description of Services and Deliverables is:

Exhibit Description

2.2 Change Orders. Any modifications to the scope, schedule or price shall be documented in a written change order signed by authorized representatives of both parties and shall specify the impact on fees, schedule and resources.

3. TERM; TERMINATION

3.1 Term. The term of this Exhibit begins on the Effective Date set forth above and continues until unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Exhibit for convenience upon thirty (30) days' prior written notice to the other party, subject to payment for work performed through the effective date of termination and any non-cancellable commitments.

3.3 Termination for Cause. Either party may terminate this Exhibit upon written notice if the other party materially breaches any provision and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. ACCEPTANCE; PERFORMANCE STANDARDS

4.1 Acceptance Tests. Deliverables subject to acceptance shall be tested according to the acceptance criteria set forth in the Exhibit Description. If no criteria are specified, Deliverables shall conform to the specifications, be free of material defects and operate in substantial accordance with applicable documentation.

4.2 Remedies. If a Deliverable fails acceptance, ICA shall, at its expense, use commercially reasonable efforts to cure the deficiencies within a commercially reasonable period. If ICA fails to cure, Counterparty may reject the Deliverable and seek remediation or termination consistent with Section 3.

5. FEES; INVOICING; TAXES

5.1 Fees. Counterparty shall pay ICA the fees and reimbursable expenses set forth below in accordance with the payment schedule. Fee components:

Fee Summary

5.2 Invoicing and Payment. ICA shall submit invoices in accordance with the schedule above. Payment is due within days of receipt of a correctly submitted invoice. Late payments bear interest at the lesser of 1.5% per month or the maximum permitted by law.

5.3 Taxes. Unless otherwise required by law, amounts payable under this Exhibit are exclusive of taxes; the paying party will pay applicable taxes or provide documentation of exemption.

6. CONFIDENTIALITY

6.1 Confidential Information. Each party acknowledges that in connection with this Exhibit it may receive confidential or proprietary information of the other party. "Confidential Information" excludes information that is (a) publicly available through no fault of the receiving party, (b) already known to the receiving party without obligation of confidentiality, (c) rightfully obtained from third parties without restriction, or (d) independently developed.

6.2 Obligations. The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, (ii) use Confidential Information solely to perform its obligations under this Exhibit, and (iii) not disclose Confidential Information except to employees, contractors or affiliates who have a need to know and are bound by confidentiality obligations no less protective than those herein.

7. INTELLECTUAL PROPERTY

7.1 Background IP. Each party retains all right, title and interest in its pre-existing intellectual property ("Background IP"). Nothing in this Exhibit transfers ownership of Background IP.

7.2 Deliverables and License. Unless otherwise agreed in writing, ICA grants Counterparty a non-exclusive, worldwide, royalty-free license to use the Deliverables for internal business purposes. Ownership of new inventions, software or works created by ICA that are specifically commissioned and paid for under this Exhibit shall be governed by the parties' allocation set out in the Master Agreement or, absent such allocation, remain with ICA while granting Counterparty a perpetual license to use such Deliverables for the purposes contemplated herein.

8. INDEMNIFICATION

8.1 By ICA. ICA shall indemnify, defend and hold harmless Counterparty and its officers, directors, employees and agents from and against any losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims that the Deliverables infringe any valid patent, copyright, trademark or trade secret, provided Counterparty promptly notifies ICA in writing, cooperates in the defense and allows ICA sole control of the defense and settlement, except that ICA shall not settle any claim that imposes an obligation on Counterparty without Counterparty's prior written consent.

8.2 Mutual Limitations. The foregoing indemnities are subject to the limitations of liability set forth in Section 9 and do not apply to the extent a claim arises from Counterparty's misuse of Deliverables or combination with third-party materials not authorized by ICA.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS. THE AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS EXHIBIT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE TO ICA UNDER THIS EXHIBIT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

10.1 Insurance Requirements. Each party shall maintain insurance coverage customary for its industry, including general liability and, where applicable, professional liability and workers' compensation. Upon request, a party shall furnish a certificate of insurance reasonably acceptable to the other party.

11. COMPLIANCE; EXPORT CONTROL

11.1 Compliance. Each party shall comply with all applicable laws, regulations and governmental orders in performing its obligations under this Exhibit, including data protection and privacy laws.

11.2 Export Controls. Each party shall comply with applicable export control laws and regulations. Neither party shall export, re-export or transfer technical data or software deliverables without obtaining any required license or authorization.

12. NOTICES

12.1 Manner. All notices required or permitted under this Exhibit shall be in writing and shall be deemed duly given when delivered personally, delivered by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may specify by notice in accordance with this Section.

ICA Notice Address ICA Notice Contact (Name and Title) Counterparty Notice Address Counterparty Notice Contact (Name and Title)

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. This Exhibit may be amended or modified only by a written instrument executed by authorized representatives of both parties.

13.2 Waiver. No failure or delay by either party to exercise any right will operate as a waiver of that right unless such waiver is in writing and signed by the waiving party.

13.3 Counterparts. This Exhibit may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Signatures transmitted by electronic means (including PDF) shall be deemed original signatures for all purposes.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

14.1 Governing Law. This Exhibit and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of without regard to choice of law principles.

14.2 Severability. If any provision of this Exhibit is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

14.3 Entire Agreement. This Exhibit, together with the Master Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

15. MISCELLANEOUS

15.1 Relationship of Parties. The parties are independent contractors and nothing in this Exhibit creates a partnership, joint venture, agency or employment relationship.

15.2 Subcontracting. ICA may subcontract portions of the Services provided that ICA remains responsible for the performance of subcontractors and for compliance with the terms of this Exhibit.

ICA

Printed Name:

By:

Date:

Counterparty

Printed Name:

By:

Date:

What the ICA Exhibit Agreement Is and how it relates to the master contract

The ICA Exhibit Agreement is a supplemental document attached to an Independent Contractor Agreement (ICA) that defines detailed, contract-specific terms such as scope of work, deliverables, pricing schedules, milestones, and performance metrics. Exhibits standardize variable elements that change between engagements so the base ICA remains stable. An exhibit may include technical specifications, service-level agreements, payment schedules, or data‑handling requirements and is legally binding when incorporated by reference into the main agreement. Parties should sign and date the exhibit and ensure its governing law and amendment processes align with the primary ICA.

Why using a distinct ICA Exhibit Agreement helps project delivery

Use an ICA Exhibit Agreement to keep core contract language stable while documenting project-specific details, deadlines, and pricing. Exhibits reduce negotiation friction, clarify responsibilities, and provide a concise reference for performance and billing issues throughout the engagement lifecycle.

Roles that prepare, approve, and sign ICA exhibits

Contract managers, project managers, procurement officers, and in-house counsel commonly prepare, review, or approve ICA Exhibit Agreements.

Contract managers draft exhibits that define scope, milestones, deliverables, and payment terms tied to the ICA.
Project managers administer schedules, acceptance criteria, and change-order procedures specified in the exhibit.
Legal counsel verify incorporation by reference, governing law, amendment clauses, and signature authority.

External signers include independent contractors, vendors, and client representatives who must confirm acceptance of exhibit terms before work begins.

Essential sections every ICA Exhibit Agreement should include

A well-drafted ICA Exhibit Agreement organizes variable project terms into clear sections—scope, deliverables, pricing, schedule, acceptance criteria, and data or compliance requirements.

Scope of Work

Describe specific tasks, exclusions, performance locations, responsible parties, and timelines. Use precise language to avoid ambiguity and reference any attached schedules or technical appendices included by reference in the exhibit.

Deliverables & Milestones

List deliverables with due dates and assign milestone acceptance criteria. Tie payments or retainers to milestone completion and specify review windows and correction periods for rejected work.

Pricing & Payment

State unit prices, fixed fees, invoicing cadence, expenses, and any holdbacks. Clarify invoicing documentation, payment terms (e.g., net 30), and consequences for late or disputed payments.

Acceptance Criteria

Define objective acceptance tests, review periods, and defect remediation steps. Specify remedies for failure to meet criteria, including rework, credits, or termination rights tied to acceptance failures.

Data Handling

Describe confidentiality, permitted disclosures, encryption requirements, data location, and retention obligations. Include any HIPAA, FERPA, or industry-specific protections when the exhibit touches regulated data and authorized access controls.

Amendment & Termination

Specify how amendments are executed, notice procedures, governing law, dispute resolution, and duration. Identify who may sign or approve changes and any internal approvals required before amendment.

Step-by-step sequence to prepare and finalize an ICA exhibit

Follow these steps to prepare, approve, and finalize an ICA Exhibit Agreement for signature and incorporation into the primary contract.

01

Draft Exhibit: Draft detailed scope, milestones, pricing, and schedules.
02

Review & Legal: Legal counsel reviews incorporation and compliance clauses.
03

Internal Approvals: Obtain procurement or budget sign-off per company policy.
04

Execute Exhibit: Sign, date, and attach to the master ICA; distribute fully executed copies.

Typical online workflow settings for executing an ICA exhibit

Configure an online workflow to collect signatures, attach exhibits, and track audit logs for each executed ICA exhibit.

Field	Configuration
Authentication	Email link with optional SMS code or knowledge-based authentication.
Fields	Signature, initials, dates, conditional fields for milestones.
Attachments	Attach schedules, technical specs, and W-9 or insurance certificates.
Audit Trail	Capture IP, timestamps, and signer email for legal evidentiary record.

Platform capabilities to support secure e-execution and recordkeeping

Digital signing requires platform features that support secure identity verification, audit trails, and tamper-evident documents.

Authentication: Multi-factor options: email, SMS, KBA.
Security: AES-256 at rest; TLS 1.2/1.3 in transit.
Integrations: Connectors for Salesforce, NetSuite, and Google Workspace.

Where to send or file an executed ICA Exhibit Agreement

Typical routing and submission options for an executed ICA Exhibit Agreement include internal repositories, counterparty delivery, and regulatory or client filing when required.

To Counterparty: Deliver signed exhibit to the other party and retain a fully executed copy.
Internal Records: Store executed exhibit in contract repository and link to master ICA record.
Finance/Accounts: Send pricing table and invoice schedule to accounts payable for setup.
Regulatory Filing: File with client or regulator only when contract requires disclosure.

Vendor pricing and feature snapshot for executing exhibits (signNow listed first)

Basic vendor pricing and feature comparison relevant when choosing an eSignature solution for executing and managing ICA Exhibit Agreements.

	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 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

Practical practices to reduce disputes and speed approvals

Adopt consistent exhibit templates, clear change processes, and digital workflows to reduce errors and accelerate approvals for ICA Exhibit Agreements.

Use a standard exhibit template

Maintain a template that standardizes headings, numbering, signature blocks, and cross-references to the master ICA; include placeholders for jurisdiction, effective date, and any required regulatory language to simplify approvals and audits.

Require explicit incorporation by reference

Include a clause in the master ICA that expressly incorporates exhibits by reference, naming exhibit titles and dates to prevent ambiguity and strengthen enforceability when disputes over scope or precedence arise.

Validate signer authority and tax IDs

Confirm signatories have corporate authority and collect W-9s or EIN documentation where required; mismatched names or missing tax identifiers can lead to withholding, reporting errors, and delayed payments.

Use secure eSignature platform

Capture audit trails, timestamps, and signer authentication for evidentiary support. Ensure the provider supports ESIGN and UETA compliance, HIPAA BAA where applicable, and produces tamper-evident signed PDFs for record retention.

Common preparation mistakes to avoid

Leaving the exhibit vague on deliverables; undefined acceptance criteria or milestone definitions creates disputes and delays payment or completion sign-offs.
Failing to reference the exhibit properly in the main ICA so the exhibit is not incorporated by reference and lacks legal enforceability.
Mismatched party names or signer authority between the exhibit and master agreement can void payment claims and trigger tax reporting errors.
Missing or inconsistent pricing tables lead to invoice disputes; omit expense caps or approval processes and reimbursable costs become contentious.

Key risks and potential contractual or regulatory penalties

Late Payments: Interest, collections, and damage claims.

Breach Remedies: Termination, liquidated damages, injunctive relief.

Tax Withholding: Backup withholding may apply if TIN missing.

Invalid Signature: Questioned execution can delay enforcement.

Data Exposure: HIPAA penalties and breach notification obligations.

Recordkeeping: Failure to retain records risks audits.

How organizations use ICA exhibits in practice

Real-world examples show how organizations use exhibits to standardize deliverables, link payments to milestones, and streamline signature collection.

Optica Ventures

Optica standardized exhibits to attach project scopes to their master ICA across multiple clients, simplifying negotiation and onboarding.

Resulted in fewer amendments and faster execution.
By using clear exhibit templates and electronic signatures, the company reduced review cycles, ensured consistent billing practices, and retained complete execution records for audits and client inquiries without requiring repeated legal reviews for each engagement.

Martin Properties

Real estate firm attached detailed delivery schedules and tenant onboarding requirements as Exhibit A to their ICA to prevent repetitive negotiations.

Enabled mobile signing and compliance tracking.
Using eSignature platforms for exhibit execution allowed field agents to sign on mobile devices, accelerated lease activations, and provided a tamper-evident record tied to the master agreement that simplified dispute resolution and audit requests.

Frequently asked questions about ICA Exhibit Agreements

Answers to common legal, execution, and retention questions when preparing and signing ICA Exhibit Agreements.

Need help? Contact support

Can an exhibit be e-signed?
Yes. Electronic signatures satisfy ESIGN (15 U.S.C. §7001) and UETA where adopted so exhibits can be e-signed if parties consent and the record is retained. Exceptions (wills, certain court filings) still require traditional formalities.
When is notarization required?
Notarization is not typically required for contract exhibits, but specific instruments (deeds, powers of attorney) often require acknowledgements. Remote online notarization is permitted in most states with identity proofing and AV recording requirements; verify state notary rules before relying on RON.
What makes an exhibit enforceable?
Clear incorporation by reference in the master ICA, unambiguous terms, and execution by authorized signers establish enforceability. For e-signed exhibits satisfy the ESIGN four-prong test: intent, consent, attribution, and record retention (15 U.S.C. §7001).
Can HIPAA rules apply?
Yes. If an exhibit involves protected health information, HIPAA applies and a Business Associate Agreement is required. Maintain records and retention consistent with 45 CFR §164.530(j) and ensure the eSignature solution supports HIPAA compliance.
How should I store executed exhibits?
Store executed exhibits as tamper-evident signed PDFs with an audit trail, secure encryption (AES-256 at rest, TLS 1.2/1.3 in transit), access controls, and regular backups. Retain according to applicable federal and industry retention rules to meet audit requirements.
Why use signNow for execution?
signNow provides ESIGN/UETA-compliant workflows, HIPAA support (BAA available), SOC 2 and ISO 27001 certifications, AES-256 encryption, and integrations with common systems. Those features support secure electronic execution and audit trails without implying endorsement.

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