Are electronic signatures valid on Exhibit B?

Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. §7001) and, for intrastate transactions, UETA where adopted. Ensure intent, consent, attribution, and retention requirements are satisfied for legal enforceability.

When is notarization or witness required?

Notarization and witness requirements depend on the document type and state law. Deeds, certain POAs, or recorded instruments often require notarization and specific witness counts; check the applicable state statute or recorder.

How can I make Exhibit B enforceable?

Ensure the main contract explicitly incorporates Exhibit B by reference, include clear cross-references, confirm signer authority, and preserve an audit trail (timestamps, IP, signer authentication) for electronic signatures.

What supporting documents should accompany Exhibit B?

Attach technical specifications, vendor quotes, certificates of compliance, and approval letters when referenced. Supporting documents clarify obligations and reduce the likelihood of later disputes.

How do I update or amend Exhibit B?

Amendments require the same formalities as the original: a written amendment signed by authorized parties or a replacement exhibit executed per the contract's amendment provisions, with versioning to avoid confusion.

Who has authority to sign Exhibit B?

Authorized signers are those identified in the main agreement or corporate officers with delegated authority. Verify with corporate resolution, POA, or procurement delegation documents before accepting signatures.

Legal Exhibit B

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LEGAL EXHIBIT B

This Legal Exhibit B is made as of Agreement Date: and is attached to and incorporated into the Master Services Agreement between Client Name: and Contractor Name: (collectively, the Parties).

RECITALS

WHEREAS, the Parties entered into the Master Services Agreement to define the terms under which Contractor will provide services to Client; and

WHEREAS, the Parties desire to set forth in this Exhibit B the specific Scope of Services, Deliverables, Acceptance Criteria and Payment Schedule applicable to the Services identified herein; and

WHEREAS, capitalized terms used but not defined in this Exhibit B have the meanings set forth in the Master Services Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. SCOPE OF SERVICES

1.1 Contractor shall perform the services described in the Service Tasks and Deliverables table below (the Services). Contractor shall furnish all labor, materials, equipment and supervision necessary to complete the Services in a professional, timely and workmanlike manner and in accordance with industry standards.

1.2 Contractor shall designate a Project Manager who will be the primary point of contact for Client. Project Manager Name: . Contractor shall notify Client in writing of any change to the Project Manager within five (5) business days.

2. DELIVERABLES AND ACCEPTANCE

2.1 Deliverables. Contractor shall deliver the deliverables described in the table below. Each deliverable shall include the documented materials, files and any user documentation reasonably necessary for Client to use the deliverable.

2.2 Acceptance. Upon delivery of each deliverable, Client shall have a period of calendar days to inspect and either accept the deliverable in writing or provide written notice of deficiencies. If Client provides written notice of deficiencies, Contractor shall remediate the deficiencies at Contractor's sole expense and resubmit the deliverable for acceptance. Acceptance shall be deemed given if Client does not provide written notice of rejection within the applicable acceptance period.

3. DELIVERABLES, MILESTONES AND FEES

The schedule below sets forth the principal deliverables, milestone due dates and fees payable upon Client's acceptance of each milestone.

Item

Deliverable

Due Date

Fee (USD)

1.

2.

3.

3.1 Invoices. Contractor shall submit invoices to Client upon acceptance of each milestone by Client. Invoices shall itemize deliverables and reference the applicable milestone. Payment shall be due within days of Client's receipt of an undisputed invoice.

4. CHANGE ORDERS

All changes to the Scope of Services shall be in writing and signed by authorized representatives of both Parties. Any change that results in additional fees or an extension of time shall be documented in a written change order specifying adjusted deliverables, schedule and compensation.

5. CONFIDENTIALITY

Each Party shall treat as Confidential Information all information disclosed by the other Party in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information shall not include information that is publicly known through no breach by the receiving Party or that is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor grants Client a nonexclusive, worldwide, perpetual, royalty-free license to use, reproduce and modify the Deliverables for Client's internal business purposes. Contractor retains ownership of Contractor's pre-existing materials, tools and methodologies and grants Client a limited license to the extent incorporated into Deliverables.

7. WARRANTIES; LIMITATION OF LIABILITY

Contractor warrants that the Services will be performed in a professional manner consistent with industry standards. For any breach of this warranty, Contractor shall re-perform the Services at no additional charge. EXCEPT AS PROVIDED IN THIS EXHIBIT B, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL FEES PAID OR DUE FOR THE SPECIFIC DELIVERABLE(S) GIVING RISE TO THE CLAIM.

8. TERM AND TERMINATION

This Exhibit B commences on the Agreement Date and shall continue until completion of all Deliverables or earlier termination in accordance with the Master Services Agreement. Termination shall not relieve Client of the obligation to pay for Services performed and accepted prior to termination.

9. NOTICES

Client Notice Address Contractor Notice Address

Notices shall be sent to the addresses above and shall be effective upon receipt in accordance with the Master Services Agreement.

10. MISCELLANEOUS

Governing Law: This Exhibit B shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Entire Agreement: This Exhibit B, together with the Master Services Agreement, constitutes the entire agreement of the Parties with respect to the Services and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

Severability: If any provision of this Exhibit B is held to be invalid or unenforceable, the remainder of this Exhibit B shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

Amendments; Waiver; Counterparts: No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both Parties. This Exhibit B may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Client Printed Name:

By:

Date:

Contractor Printed Name:

By:

Date:

What Legal Exhibit B Is and how it functions

Legal Exhibit B is a contract exhibit commonly attached to agreements to list supplemental terms, schedules, specifications, or disclosures referenced in the main agreement. It functions as an incorporated attachment that identifies items such as pricing schedules, scope-of-work details, equipment lists, compliance certificates, or specific exceptions to standard terms. Exhibit B is typically numbered and cross-referenced in the body of the contract so its provisions are legally binding when the parties execute the agreement. Preparing Exhibit B clearly and consistently ensures the main contract interprets referenced items without ambiguity.

Why a clear Exhibit B reduces risk and speeds execution

A well-drafted Legal Exhibit B isolates detailed obligations—pricing, schedules, or technical specs—so reviewers and signers can find critical terms quickly. Clear exhibits reduce interpretive disputes, shorten review cycles, and help courts or arbitrators apply the agreement as intended under ESIGN and contract law.

Who prepares and signs Exhibit B in practice

Parties that attach Exhibit B typically include contract drafters, procurement teams, legal counsel, and operational managers who control scope or specifications.

Corporate legal teams responsible for drafting and ensuring legal integration with the main agreement
Procurement and purchasing departments that provide pricing, vendor lists, and delivery schedules
Project managers and technical staff who confirm scope, specifications, and acceptance criteria

Ensure the individuals listed as signers have authority under the main agreement and that responsibilities in Exhibit B align with organizational signatory policies.

Core elements to include in a professional Exhibit B

Organize Exhibit B so each element is easy to locate and legally linked to the main agreement through explicit cross-references.

Title

A clear exhibit title and number (for example, "Exhibit B — Pricing Schedule") so references in the main contract are unambiguous.

Purpose

A short statement describing the exhibit's role and whether it modifies or supplements any provisions in the main agreement.

Definitions

Any exhibit-specific definitions that differ from or expand the contract's defined terms, placed near the front of the exhibit.

Schedules

Itemized tables or lists (pricing, equipment, tasks, deliverables) with clear numbering, units, and calculation rules if applicable.

Cross-References

Explicit citations to the controlling contract sections (section numbers and page references) so courts and parties can reconcile terms easily.

Execution

Signature blocks, dated signature lines, and any notary or witness blocks required by the governing law or transaction type.

Step-by-step: how to complete and attach Exhibit B

Follow these steps to populate, review, and attach Exhibit B so it is enforceable and consistent with the main agreement.

01

Assemble Source Info: Collect pricing, specifications, and approvals from stakeholders before drafting.
02

Draft Exhibit: Draft numbered items and cross-references, placing definitions near the front.
03

Validate with Parties: Have responsible operational and legal reviewers confirm accuracy and completeness.
04

Finalize & Execute: Attach the executed Exhibit B to the contract, ensure signatures and dates are present.

Configuring an online workflow for Exhibit B

Set up an electronic template with version control, conditional fields, and signer roles to streamline repeated use.

Field	Configuration
Title Field	Fixed text, auto-populate from template
Effective Date Field	MM/DD/YYYY validation and required flag
Item Table	Repeatable rows with numeric and currency validation
Signature Block	Role-based signer assignment with authentication options

Where to file, send, and submit Exhibit B

Decide destinations and routing before circulation so counterparties, repositories, and any regulators receive consistent copies.

Internal Repository: Store executed copies in contract management or shared drive for retention and audit.
Counterparties: Send fully executed exhibit to all signers and designated contract administrators.
Regulatory Filing: File with regulatory agencies only when the exhibit contains required disclosures or is part of a recorded instrument.
Closing Agent / Escrow: Deliver executed exhibit to closing agents when required for transaction closings.

Digital signing considerations and platform requirements

Use an eSignature platform that supports ESIGN and UETA compliance, audit trails, and appropriate security for the data involved.

File Formats: Support for PDF and DOCX files
Authentication: Email, SMS, or stronger KBA options
Integrations: Salesforce, NetSuite, Google Workspace supported

Timelines, turnaround expectations, and planning

Plan processing time for internal review, signature turnaround, and any notarization or regulatory filing windows.

Internal Review Period:

Allow 3–10 business days for legal and operational review depending on complexity

Signer Turnaround:

With eSignature expect 24–72 hours; account for slower responses from external parties

Notarization Lead Time:

Schedule 3–7 days if mobile notary or RON session is required

Regulatory Filing Window:

Follow agency-specific deadlines when exhibits are part of recorded or filed instruments

Effective Date:

Confirm whether contract effective date is upon last signature or a specified calendar date

Common mistakes when preparing Exhibit B

Ambiguous cross-references that cite the wrong contract section or omit page numbers, creating disputes over applicability and scope.
Inconsistent numbering or duplicate item identifiers between Exhibit B and the main agreement that lead to misinterpretation during enforcement.
Missing signer authority: exhibit signed by individuals without corporate authority or without a required POA, risking rejection or later challenge.
Failure to include required attachments or supporting specifications, causing performance delays and extra negotiation between parties.

Risks and consequences of an incorrect Exhibit B

Contract Ambiguity: Dispute over obligations

Enforceability Risk: Court may limit or ignore vague terms

Financial Exposure: Unexpected costs or liquidated damages

Regulatory Noncompliance: Fines or remedial measures

Tax Reporting Issues: Incorrect schedules may affect filings

Closing Delays: Transaction or delivery may be postponed

Representative eSignature pricing and feature comparison

Basic plan pricing and common feature support across leading eSignature vendors; signNow is listed first for comparison purposes.

	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	Yes — 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
Envelope Cap	No envelope cap	100 envelopes/user/year limit	Varies	Varies	Varies

Real examples of Exhibit B use in practice

These examples show how organizations attach Exhibit B to solve specific documentation needs and accelerate execution.

Martin Properties — Tim Martin

Martin Properties used clear Exhibit B schedules to streamline lease and closing documentation across multiple properties, reducing manual handoffs and clarifications.

Cut document turnaround by several days.
"I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently."

Fertility Centers of Illinois — John Butler

A healthcare provider attached Exhibit B for consent and data-sharing schedules tied to patient records and authorization language.

Ensured HIPAA-aligned workflows across clinics.
"The airSlate SignNow team has been exceptional, responsive, the API has been great, and we're extremely happy that we chose airSlate SignNow as a company."

Practical tips to improve accuracy and reduce disputes

Adopt consistent numbering, version control, and clear cross-references to reduce errors and speed approvals.

Use consistent numbering and version control

Assign exhibit numbers and version identifiers, store each executed version, and record change history so parties can prove which exhibit was in effect at a given time.

Validate legal names and signer authority

Confirm full legal entity names and obtain corporate resolutions or POAs when agents sign; mismatched names or unauthorized signers can void obligations or delay enforcement.

Prefer structured tables over narrative lists

Tables for pricing, quantities, and milestones reduce data-entry errors and make it easier to calculate totals, apply formula fields, and import data into billing systems.

Maintain audit trail and retention policies

Keep tamper-evident signed PDFs, signature timestamps, and access logs to support enforceability and meet retention requirements for audits or regulatory review.

Frequently asked questions about Legal Exhibit B

Answers to common questions about signing, witnessing, notarization, and updating Exhibit B in U.S. transactions.

Need help? Contact support

Are electronic signatures valid on Exhibit B?
Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. §7001) and, for intrastate transactions, UETA where adopted. Ensure intent, consent, attribution, and retention requirements are satisfied for legal enforceability.
When is notarization or witness required?
Notarization and witness requirements depend on the document type and state law. Deeds, certain POAs, or recorded instruments often require notarization and specific witness counts; check the applicable state statute or recorder.
How can I make Exhibit B enforceable?
Ensure the main contract explicitly incorporates Exhibit B by reference, include clear cross-references, confirm signer authority, and preserve an audit trail (timestamps, IP, signer authentication) for electronic signatures.
What supporting documents should accompany Exhibit B?
Attach technical specifications, vendor quotes, certificates of compliance, and approval letters when referenced. Supporting documents clarify obligations and reduce the likelihood of later disputes.
How do I update or amend Exhibit B?
Amendments require the same formalities as the original: a written amendment signed by authorized parties or a replacement exhibit executed per the contract's amendment provisions, with versioning to avoid confusion.
Who has authority to sign Exhibit B?
Authorized signers are those identified in the main agreement or corporate officers with delegated authority. Verify with corporate resolution, POA, or procurement delegation documents before accepting signatures.

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