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Livengood Business Services Agreement

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LIVENGOOD BUSINESS SERVICES AGREEMENT

This Business Services Agreement (the "Agreement") is entered into as of by and between Client Name: and Service Provider: .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business services as described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, resources, and personnel to perform the services in a professional manner consistent with industry standards; and

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

1. SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in accordance with the milestones, deliverables, and standards set forth in this Section.

2. PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider the fees and expenses set forth in this Section. All fees are exclusive of taxes unless otherwise required by law.

3. 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 cause if the other party materially breaches this Agreement and fails to cure such breach within the notice period specified above. Upon termination, Client shall pay Service Provider for Services performed and reasonable, documented expenses incurred through the date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by either party that is designated as confidential or that, given the nature of the information, a reasonable person would understand to be confidential. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided that the disclosing party is given prompt written notice to seek protective measures.

The receiving party shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations in this Section shall survive termination of this Agreement for years.

5. LIMITATION OF LIABILITY; INSURANCE

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages arising out of or relating to this Agreement. The aggregate liability of each party for claims arising under this Agreement shall not exceed the total amount actually paid by Client to Service Provider under this Agreement.

Service Provider shall maintain at its expense commercially reasonable insurance coverage appropriate to the Services, including general liability and professional liability insurance, and shall provide proof of such insurance upon reasonable request.

6. INDEPENDENT CONTRACTOR; ASSIGNMENT

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Neither party may assign or delegate 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 merger or sale of substantially all of its assets.

7. NOTICES

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

8. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration in the county in which the prevailing party's principal place of business is located, unless the parties agree otherwise in writing.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

10. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

SIGNATURES

Client Name:

By:

Date:

Service Provider:

By:

Date:

Enter text✕

What the Livengood Business Services Agreement Is

Livengood Business Services Agreement is a standardized contract used to describe services, deliverables, fees, timelines, and responsibilities between Livengood Business Services and its clients. It sets the scope of work, payment terms, intellectual property allocation, confidentiality obligations, termination rights, and dispute resolution procedures. The agreement can be used for one-off projects, ongoing services, and managed engagements. When executed by authorized signatories the document creates binding obligations under applicable law and can be executed electronically if it satisfies ESIGN (15 U.S.C. §7001) and the relevant state UETA provisions.

Why a Clear Agreement Matters for Business Services

The Livengood Business Services Agreement clarifies expectations, reduces dispute risk, and documents payment and deliverable terms. A clear written contract helps enforce remedies, manage subcontracting, and allocate liability while remaining compatible with ESIGN and UETA for electronic execution.

Why a Clear Agreement Matters for Business Services

Who Prepares and Signs This Agreement

Typical users include in-house counsel, operations managers, procurement teams, and small-business owners managing service engagements.

  • Service providers drafting scope, deliverables, pricing tables, and change-order approval procedures during contract setup.
  • Clients reviewing warranties, SLAs, payment milestones, and termination rights before onboarding.
  • Legal teams ensuring compliance with HIPAA, tax reporting, and state-specific contract rules.

Use the agreement to document authority, reduce ambiguity, and create an auditable record for disputes.

Typical Roles Involved

Company Representative

A representative responsible for day-to-day contract administration and change requests. Typically a project manager or operations lead who coordinates deliverables, approves invoices within delegated authority, and maintains the contract file for audits and compliance reviews.

Authorized Signer

An individual with corporate signing authority who can bind the organization. Verify officer status, board approvals, or delegation in corporate records; mismatched authority can invalidate execution and expose the company to enforcement or non-performance claims.

Security, Compliance, and Technical Protections to Note

Encryption: TLS 1.2/1.3 in transit
At-Rest Encryption: AES-256 encryption at rest
Audit Trail: Comprehensive timestamped action logs
HIPAA BAA: Business associate agreement available
Certifications: SOC 2 Type II, ISO 27001
Authentication: Multi-factor and SSO support

Common Preparation Pitfalls

  • Ambiguous scope statements that omit deliverable specifics lead to disputes about acceptance criteria and additional billable work.
  • Failing to specify payment milestones or invoicing procedures causes delays, disputes, and potential breach declarations by either party.
  • Using vague termination language without notice periods or cure rights removes opportunity to remedy defaults and increases litigation risk.
  • Not aligning governing law and jurisdiction with where the parties operate creates logistical and enforcement complications in disputes.

Key Legal Risks and Potential Penalties

Missing Signatures: Contract may be unenforceable
Incorrect Party Name: Can trigger TIN mismatches and withholding
Late Filing: IRS penalties under IRC §6721
Improper Notarization: State refusal to record or enforce
HIPAA Violation: Civil penalties, corrective action required
Tax Backup Withholding: 24% withholding rate applies

Core Sections to Include in the Agreement

Essential sections of the Livengood Business Services Agreement organize responsibilities, payment mechanics, intellectual property, confidentiality duties, indemnities, and procedures for changes and termination.

Parties

Identify legal names, entity types, and business addresses for each contracting party. Include DBA names and contractor tax identification numbers where relevant to ensure accurate billing, service eligibility checks, and enforceable notices.

Scope

Describe services in measurable terms, deliverable formats, acceptance criteria, milestones, and responsibilities for deliverables. Attach exhibits, work orders, or SOWs for technical specifications and change-order procedures to avoid scope creep.

Compensation

Specify fees, invoicing cadence, due dates, late fees, expense reimbursement, taxes, and accepted payment methods. Tie payments to milestones or acceptance to reduce billing disputes and preserve lien rights where applicable.

Term

State the initial term, renewal conditions, termination for cause or convenience, notice periods, cure periods, and effects of termination on deliverables, final payments, and transition assistance obligations.

Confidentiality

Define confidential information, permitted disclosures, return or destruction procedures, exceptions, and the duration of confidentiality obligations. Address data protection and HIPAA compliance if health information is processed.

Liability

Allocate risk via indemnities, limits on direct and consequential damages, insurance requirements, and dispute resolution methods such as mediation, arbitration, or court jurisdiction and venue.

Step-by-Step: Preparing and Executing the Agreement

Follow these steps to complete and execute the Livengood Business Services Agreement accurately and efficiently.

  • 01
    Prepare Draft: Collect templates, exhibits, and tax IDs.
  • 02
    Review Legal: Confirm indemnities, IP, and governing law.
  • 03
    Approve Budget: Align milestones to payment schedule.
  • 04
    Execute: Authorized signer signs and dates; retain copies.

Typical Online Workflow Settings

Typical online workflow settings for completing, routing, and storing the agreement in an eSignature platform.

Field Configuration
Signature Authentication Email link with optional SMS code
Routing Order Sequential signer order with delegated approver
Expiration Link expires after 30 days; configurable
Storage Location Save signed PDF to cloud storage with audit trail

How Electronic Execution Works

A streamlined electronic signing flow reduces turnaround times and captures a legal audit trail for the agreement.

  • Upload Document: Sender uploads final PDF or DOCX
  • Prepare Fields: Place signature, date, and initial fields
  • Send to Signers: Email invite or shared link sent to signers
  • Audit Trail: System logs timestamps, IPs, and actions

Platform Capabilities to Confirm

The agreement can be completed using compliant eSignature platforms that support secure storage, audit trails, and optional notarization workflows.

  • File Formats: PDF and Word DOCX supported
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Authentication: Email, SMS, SSO options

Key Dates and Deadlines to Track

Common timing expectations and statutory deadlines relevant to billing, tax reporting, and contract performance for this agreement.

Effective Date and Term:

Effective date starts obligations; renewals follow contract terms

Invoice and Payment Due:

Net terms typically 30 days unless otherwise stated

Tax Reporting Timing:

Provide W-9 on request; 1099-NEC due Jan 31

Notarization Window:

Complete notarization before recording or filing deadlines

Contract Notice Periods:

Observe notice and cure periods stated in termination clause

eSignature Vendor Comparison for Executing This Agreement

Comparison of common plan and feature criteria where publicly available; signNow is listed first per vendor ordering rules and pricing reflects annual-billed starting plans or typical published rates.

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 No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions about the Agreement

Answers to common questions about executing, amending, and storing the Livengood Business Services Agreement, including electronic signing, notarization, and retention considerations.


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