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Locating Business Services Agreement

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LOCATING BUSINESS SERVICES AGREEMENT

This Locating Business Services Agreement (the "Agreement") is entered into as of by and between:

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of locating business opportunities, properties, contacts, clients and other resources for commercial use and has the expertise and personnel necessary to identify prospective locations, leads and introductions (the "Locating Services"); and

WHEREAS, Client desires to retain Service Provider to perform Locating Services on the terms and conditions set forth in this Agreement and Service Provider is willing to provide such services in accordance with this Agreement.

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

Scope of Work

Service Provider shall provide Locating Services as described below. Service Provider will use commercially reasonable efforts to identify and present business locations, leads, contacts, or opportunities that satisfy the Client's written requirements and criteria.

Payment Terms

As consideration for the Locating Services, Client shall pay Service Provider as set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

All invoices are due within the period specified above. Client shall also reimburse Service Provider for reasonable, preapproved out-of-pocket expenses incurred in connection with performance of the Locating Services. Taxes, if any, shall be the responsibility of the party required by applicable law to pay such taxes.

Term and Termination

This Agreement shall commence on and shall continue in full force and effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") disclosed in connection with this Agreement. "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, client lists, pricing, locations, and proprietary methods.

The Receiving Party shall use Confidential Information solely for the performance of this Agreement and shall take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; or (c) is required to be disclosed by law, provided that the Receiving Party gives prompt notice to the Disclosing Party and cooperates to seek protective measures.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years.

Representations; Indemnification

Each party represents that it has the full right, power and authority to enter into this Agreement. Service Provider represents that it will perform services in a professional manner consistent with industry standards. Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claims arising from Client's misuse of information provided by Service Provider, except to the extent caused by Service Provider's gross negligence or willful misconduct.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified below or to such other address as a party may designate by notice in accordance with this section. Notices are effective upon delivery when delivered personally, by nationally recognized overnight courier, or by certified mail (return receipt requested).

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county or district in which the governing state seat of government is located for all disputes arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether oral or written. This Agreement may be amended or modified only by a written instrument signed by both parties.

Severability; Waiver

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. No waiver of any breach of any provision shall constitute a waiver of any other or subsequent breach.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

Service Provider:

By:

Date:

Client:

By:

Date:

Enter text✕

What the Locating Business Services Agreement Is and When It Applies

A Locating Business Services Agreement documents the terms under which a contractor or vendor locates, identifies, or sources business opportunities, properties, or assets on behalf of a client. Typical provisions cover scope of locating services, deliverables, fees or commissions, exclusivity, confidentiality, timelines, and termination. The agreement clarifies responsibilities, billing methods, dispute resolution, and governing law so both parties understand performance expectations and compensation mechanics. It can be used for single projects or as a standing services arrangement and is commonly adapted for industry-specific needs such as real estate, construction, and financial services.

Why a Clear Locating Agreement Matters for Risk and Performance

A written Locating Business Services Agreement reduces ambiguity about deliverables, payment triggers, and intellectual property rights. It creates enforceable expectations and provides a basis for remedies if one party fails to perform. Including explicit timelines, acceptance criteria, and data-handling terms lowers the risk of disputes and regulatory exposure.

Why a Clear Locating Agreement Matters for Risk and Performance

Who Typically Prepares and Signs This Agreement

Organizations that outsource sourcing or property-location tasks and independent locators both commonly use this agreement to define scope and payment.

  • Corporate procurement teams and sourcing managers who engage third-party locating vendors for supplier discovery, vendor prequalification, or site scouting.
  • Independent locating firms, brokers, or consultants who require documented terms for commissions, exclusivity, and data sharing.
  • Legal and compliance teams that need controlled language for confidentiality, data protection, and dispute resolution.

Roles include requesters, primary contacts, authorized signatories for each party, and occasionally a witness or notary where state rules require authentication.

Primary Roles and Signer Authority

Company Signer

CEO, COO, or an authorized officer signs for the client company. The signer should be listed with title and authority to bind the entity; a corporate resolution or delegated signing authority may be required to prove signatory power.

Vendor Signer

Owner, managing partner, or authorized representative signs on behalf of the locating vendor. The vendor signer must be authorized to accept fees, perform services, and enter indemnity or confidentiality obligations on behalf of the vendor.

Essential Contract Data and Security Clauses to Include

Full Party Names: Legal entity names
Addresses: Physical and mailing addresses
Scope Description: Precise service scope
Compensation: Fees or commission terms
Confidentiality: Nondisclosure terms
Data Security: Minimum technical controls

Key Legal and Financial Risks of an Incomplete Agreement

Payment Disputes: Late or disputed fees
1099 / Tax Exposure: Incorrect or missing TINs
I-9 Violations: Employment eligibility fines
Unenforceable Terms: Vague scope risks invalidation
Data Breach Fines: Regulatory penalties
Notarization Errors: Authentication defects

Common Mistakes to Avoid When Preparing the Agreement

  • Leaving the scope too general, which creates disputes about deliverables and acceptance criteria.
  • Failing to identify an authorized signer and proof of authority, which can void the agreement or delay performance.
  • Omitting data-handling and confidentiality rules, exposing parties to privacy and regulatory risk when sensitive data is shared.
  • Not specifying payment triggers or supporting documentation, leading to unexpected billing disputes or delays.

Step-by-Step: How to Complete the Agreement

Follow this sequence to draft, review, and finalize a Locating Business Services Agreement.

  • 01
    Prepare Parties: Enter full legal names and contacts.
  • 02
    Define Scope: Describe locating tasks and deliverables.
  • 03
    Set Fees: State amounts, timing, and invoicing.
  • 04
    Finalize Signatures: Collect authorized signatures and dates.

Typical Workflow for Delivery and Acceptance

A clear delivery and acceptance process reduces disputes and clarifies when fees are owed.

  • Assignment of Task: Client issues scope and timeline.
  • Locating Activity: Vendor performs searches and inspections.
  • Submission of Results: Vendor provides reports and documentation.
  • Acceptance / Payment: Client reviews, accepts, and pays per terms.

How to Configure an Online Locating Agreement Workflow

Set up a digital workflow so parties can complete fields, sign, and receive copies automatically.

Field Configuration
Required Signers List names and email addresses
Authentication Email or SMS code
Notifications Set reminders and expiry alerts
Final Delivery Auto-send signed PDF and audit trail

Technical Options for eSigning and Secure Exchange

Decide whether you need basic email signing, stronger authentication, or notarization when configuring digital workflows.

  • Basic eSignature: Email link and audit trail
  • Enhanced Authentication: SMS, KBA, or ID check
  • Remote Notarization: RON with audio‑video record

Integrations with CRM or document storage (Salesforce, NetSuite, Google Workspace, Box) and formats (PDF, DOCX) simplify routing and retention.

Timelines, Deadlines, and Typical Processing Times

Be explicit about deadlines and processing expectations to prevent missed milestones and delayed payments.

Effective Date and Term:

Specify MM/DD/YYYY and duration or renewal terms.

Delivery Deadlines:

State how many days after assignment deliverables are due.

Invoice Timing:

Clarify payment terms, e.g., Net 30 from acceptance.

Acceptance Window:

Set days for client review before deemed acceptance.

Document Retention:

State retention obligations and access rights.

Key Milestones from Engagement to Closeout

A sequential milestone list helps track progress and triggers for payment and termination.

01

Engagement Signed

Contract executed and effective date established.

02

Site / Source Identification

Vendor completes locating activities and compiles findings.

03

Submission and Review

Deliverables submitted and client commences review period.

04

Final Acceptance

Client accepts deliverables and invoices are processed for payment.

eSignature Pricing Comparison Relevant to Locating Agreement Execution

Common eSignature plans differ by starting price, envelope limits, bulk-send features, and compliance options; signNow appears first for direct comparison.

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 trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Practical Use Cases for a Locating Business Services Agreement

Below are two representative scenarios that show how the agreement is adapted to different needs.

Commercial Property Search

A developer hires a locating firm to identify potential sites within specified ZIP codes and budget ranges.

  • Deliverables include a ranked list and property reports.
  • The agreement ties commission to successful acquisition and requires vendor-supplied inspection reports and title-check summaries before payment is released.

Supplier Sourcing

A manufacturer engages a locator to find qualified component suppliers meeting technical standards.

  • Deliverables are contact lists and qualification checklists.
  • Payment is staged by supplier introduction, qualification, and signed supply agreement, with confidentiality and IP ownership clauses protecting proprietary specs.

Practical Tips for Accurate and Efficient Completion

Adopt these practices to reduce friction, accelerate signings, and limit downstream disputes.

Use Precise Scope Language
Draft measurable deliverables and acceptance tests. Describe outputs, formats, and quality metrics so both parties know when work is complete and fees are due.
Collect Proof of Authority
Attach a corporate resolution or POA when signers are not officers. Verifiable authority prevents later challenges to contract validity.
Standardize Payment Triggers
Link payments to specific milestones and supporting documentation. Use exact invoice formats and payment windows to streamline accounting.
Preserve Audit Trails
Keep signed PDFs with timestamps, signer IPs, and validation data. These records support enforceability and are useful for audits or dispute resolution.

Frequently Asked Questions and Troubleshooting

Answers to common questions about enforceability, signing options, and practical next steps for errors or cancellations.


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