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Legal SRA Exhibits Document

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LEGAL SRA EXHIBITS DOCUMENT

This Exhibits Addendum (the Addendum) is entered into as of Effective Date: by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client and Provider are parties to a Services and Reseller Agreement (the Agreement) governing the provision, licensing, and resale of software and services; and

WHEREAS, the parties desire to set forth the specific exhibits, deliverables, schedules, and pricing that shall be incorporated into and govern certain services and products provided under the Agreement; and

WHEREAS, the parties intend for this Addendum to supersede any prior inconsistent exhibit descriptions and to clarify acceptance criteria, intellectual property allocation, and payment obligations for the exhibits listed below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. INCORPORATION OF EXHIBITS

1.1. The exhibits listed in this Addendum, and any attachments expressly referenced herein, are incorporated into the Agreement by reference and form an integral part thereof. Each exhibit governs the subject matter set forth in its title and description and controls in the event of any conflict between an exhibit and the Agreement, unless the Agreement expressly provides otherwise.

2. IDENTIFICATION OF EXHIBITS

The following exhibits are attached and form part of this Addendum. Indicate included exhibits and provide a concise description for each.

3. DELIVERABLES, SCHEDULE AND ACCEPTANCE

3.1. Deliverables for each included exhibit shall be described in the applicable exhibit description. Provider shall deliver the first deliverable no later than Delivery Deadline: .

3.2. Acceptance. Client shall have a review and acceptance period of Acceptance Period (days): days following delivery. Acceptance shall be deemed granted if Client does not provide a written notice of rejection setting forth reasonably specific details of non-conformity within the acceptance period. Provider shall remedy all valid defects within a commercially reasonable time at Provider’s expense unless otherwise agreed in writing.

4. FEES, INVOICING AND PAYMENT

4.1. Fees. The fees for each exhibit are as set forth below. Any changes to scope that materially affect fees shall require a written change order executed by authorized representatives of both parties.

5. INTELLECTUAL PROPERTY

5.1. Preexisting Materials. Each party retains all right, title and interest in and to its preexisting intellectual property. No license is granted other than as expressly provided in the Agreement and this Addendum.

5.2. Deliverables. Unless otherwise expressly agreed in a given exhibit, Provider grants Client a non-exclusive, worldwide, royalty-free license to use the deliverables for Client’s internal business purposes. Provider warrants that Provider has the right to grant such license and that deliverables do not knowingly infringe third-party rights.

6. CONFIDENTIALITY

6.1. All information marked or reasonably understood to be confidential disclosed in connection with an exhibit shall be governed by the confidentiality provisions of the Agreement. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than reasonable care.

7. WARRANTIES; DISCLAIMER

7.1. Provider warrants that services will be performed in a professional and workmanlike manner in accordance with customary industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS ADDENDUM, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. LIABILITY; INDEMNIFICATION

8.1. Each party’s liability and indemnification obligations for claims arising out of the exhibits shall be subject to the limitations and procedures set forth in the Agreement. Provider shall indemnify and defend Client from and against third-party claims alleging Provider materials infringe a third party’s intellectual property, provided Client gives prompt notice and reasonable cooperation.

9. TERM; TERMINATION

9.1. The term of each exhibit shall commence on the Effective Date and continue for the term specified in the applicable exhibit description or until earlier termination in accordance with the Agreement. Termination of the Agreement terminates all incorporated exhibits unless the parties expressly agree otherwise in writing.

10. NOTICES

10.1. All notices under this Addendum shall be given in accordance with the Notices provisions of the Agreement or, if none, to the addresses set forth below.

11. AMENDMENTS; WAIVER

11.1. No modification, amendment or waiver of any provision of this Addendum shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any right shall not constitute a waiver of that right.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

12.1. Governing Law. This Addendum shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

12.2. Entire Agreement. This Addendum, together with the Agreement and any exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relating thereto.

12.3. Severability. If any provision of this Addendum is held to be invalid or unenforceable under applicable law, the remainder of this Addendum shall continue in full force and effect.

12.4. Counterparts. This Addendum may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed binding.

EXECUTION

The parties have executed this Addendum through their duly authorized representatives as of the Effective Date first written above.

Client

Party Label:

By:

Date:

Provider

Party Label:

By:

Date:

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What a Legal SRA Exhibits Document Is and how it's used

A Legal SRA Exhibits Document collects the appendices, schedules, and supporting materials that are expressly incorporated into a primary SRA (settlement, service, or scope‑of‑work agreement). Exhibits can include schedules, lists of deliverables, evidentiary attachments, pricing spreadsheets, and signature pages. When attached and referenced by the main agreement, exhibits become binding parts of the contract and must accurately match the contract text and execution metadata to avoid later disputes. Properly prepared exhibits simplify review, audit, and regulatory filings.

Why well‑prepared exhibits matter

Clear, consistent exhibits reduce contractual ambiguity, preserve evidentiary value, and support enforceability under ESIGN and relevant state law when executed electronically.

Why well‑prepared exhibits matter

Teams and roles that commonly prepare or sign exhibits

Legal, contracts, compliance, and operations teams typically assemble and verify exhibits before final execution.

  • In‑house legal and contract managers who review exhibit language and consistency.
  • Compliance officers who confirm required regulatory disclosures and data handling terms.
  • Project or account managers who supply schedules, deliverables, or technical appendices.

Other participants include external counsel, escrow agents, and third‑party administrators who rely on exhibit accuracy for downstream tasks.

Signing authority and typical signers

General Counsel

General Counsel or senior outside counsel typically approves exhibit scope, negotiates material exhibit terms, and certifies that attachments are complete and consistent with the primary agreement.

Contract Administrator

Contract administrators or operations leads collect schedules and technical exhibits, validate data fields and version numbers, and ensure attachments are uploaded and routed for signature in the correct order.

Core components to include in every SRA exhibits package

A complete exhibits document groups key materials into named sections, assigns version identifiers, and provides an execution page that ties exhibits to the primary SRA by reference.

Cover Sheet

One‑page index listing each exhibit title, file name, version number, and the contract clause reference that incorporates the exhibit into the SRA.

Exhibit A – Schedules

Detailed schedules such as pricing tables, delivery timelines, milestone dates, and acceptance criteria formatted for easy cross‑reference to the main agreement.

Exhibit B – Specifications

Technical specifications, drawings, or product requirements that define deliverable standards and inspection criteria used for acceptance testing.

Execution Page

Signature block that explicitly references the main agreement, lists parties, includes dates, and records the exhibit version being executed.

Change Log

A concise redline or revision history that identifies prior exhibit versions, the author of changes, and approval timestamps.

Supporting Records

Attachments such as certificates, compliance declarations, invoices, or permits necessary to validate exhibit contents and regulatory compliance.

Step‑by‑step: preparing and executing SRA exhibits

Follow these sequential steps to assemble exhibits, confirm consistency with the master SRA, and capture valid signatures.

  • 01
    Gather materials: Collect all schedules, certificates, permits, and supporting files before drafting exhibits.
  • 02
    Match references: Confirm each exhibit title and number matches the clause in the primary agreement.
  • 03
    Assemble execution page: Create a signature page that explicitly incorporates exhibits by name and version.
  • 04
    Route for signatures: Send exhibits in the required signing order and record the audit trail and timestamps.

Typical digital workflow settings for exhibits

Configure the signing workflow to preserve exhibit order, signer identity, and retention of the audit trail.

Field Configuration
Signer order Sequential routing with role‑based recipients
Authentication Email + SMS code or stronger KBA where required
Expiration Set link expiration after a defined number of days
Reminders Automatic reminder schedule for outstanding signers

Where completed exhibits are sent or filed

After final execution, determine the authoritative recipients and archival location for signed exhibits.

  • Counterparty: Provide the fully signed exhibit package to the counterparty for their records.
  • Escrow or Agent: Send to escrow or third‑party agent when the SRA requires conditional release handling.
  • Corporate Records: Archive a final signed copy in the company contract repository or DMS.
  • Regulatory Filings: File supporting exhibits with regulators only when explicitly required by statute.

Technical considerations for eSigning and distribution

Confirm the platform supports required authentication, file formats, and retention before eSubmitting exhibits.

  • Integrations: Salesforce, NetSuite, Microsoft 365, and Google Workspace
  • File formats: PDF, DOCX, and Excel spreadsheets supported
  • Export options: Signed PDF with embedded audit trail

Security and compliance basics to validate

Encryption transit: TLS 1.2/1.3
Encryption at rest: AES‑256
Audit trail: Timestamped action log
HIPAA readiness: BAA available
Regulatory certs: SOC 2 Type II, ISO 27001
eSignature law: ESIGN and UETA compliance

Common preparation mistakes to avoid

  • Using inconsistent exhibit titles or numbers that do not match the SRA, which creates ambiguity during enforcement or audit.
  • Failing to include a dated execution page that explicitly references the exhibit versions being executed and incorporated.
  • Uploading spreadsheets without locking formulas or versioning, which allows inadvertent edits after execution.
  • Skipping authentication or consent disclosures on consumer‑facing exhibits, which can invalidate an electronic signature under ESIGN.

Risks and potential penalties of incorrect exhibits

Invalid execution: May render exhibit provisions unenforceable
Tax penalties: $60–$330 per 1099 form
I‑9 violations: $281–$2,789 per violation
Intentional disregard: $660+ per form
Regulatory fines: Industry specific, potentially significant
Contract disputes: Increased litigation risk and costs

Typical timing expectations and processing windows

Establish clear internal deadlines for exhibit collection, review, and signature to align with the main agreement and any external filing requirements.

Exhibit delivery to parties:

Usually on or before the execution date unless contract specifies otherwise

Internal review cycle:

Allow sufficient time for legal and compliance review before routing

Tax‑related schedules:

Adhere to IRS reporting deadlines where exhibits trigger filings (e.g., Form 1099 deadlines)

Document retention start:

Retention periods generally begin on the execution or filing date

Audit readiness:

Maintain a signed, tamper‑evident copy available within two business days

eSignature vendor comparison for executing exhibits (signNow first)

Comparison focuses on basic pricing, trial availability, bulk send capability, audit trail support, and HIPAA readiness for exhibit execution workflows.

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 plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions and quick troubleshooting

Answers cover signature validity, notarization, platform features, and plan choices commonly encountered when preparing and executing exhibits.


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