Can a Mark-up Agreement be signed electronically?

Yes. Electronic signatures are legally enforceable under the federal ESIGN Act (15 U.S.C. §7001) and in interstate transactions; UETA governs intrastate electronic transactions in most states. Ensure intent, consent, attribution, and record retention to meet the ESIGN/UETA tests.

Is notarization required for validity?

Not generally required for ordinary commercial contracts. Notarization may be needed for specific instruments (deeds, some POAs) or to support a self-proving affidavit; check state rules when dealing with property transfers or jurisdictional formalities.

What authentication should I use for remote signers?

Use email or SMS one-time passcodes for basic authentication; require stronger methods (KBA, multi-factor or platform identity services) when higher assurance is needed, especially for regulated industries.

How do I change a markup after execution?

Any amendment should be documented in a signed written change order or amendment that references the original agreement and new effective date. Oral changes risk enforceability and should be avoided.

Who should sign the agreement for a company?

An authorized officer or person with delegated authority should sign; include a signer-authority statement or attach a corporate resolution when authority is not evident from the signatory's title.

How long should supporting invoices be kept?

Retain supplier invoices and payment records for at least 3 years for IRS purposes (IRC §6501(a)), and longer where industry rules apply (e.g., HIPAA 6 years). Maintain accessible copies for audit and dispute resolution.

Mark-up Agreement

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MARK-UP AGREEMENT

This Mark-up Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: ("Client") and Provider Name: ("Provider").

RECITALS

WHEREAS, Client engages Provider to procure, repackage, or arrange for goods or services on behalf of Client; and

WHEREAS, Provider will apply a mark-up to costs incurred by Provider in connection with goods or services supplied to Client in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the calculation and payment of such mark-ups.

SCOPE OF WORK

Provider shall furnish the goods and services described below and apply mark-up to eligible costs as set forth in this Agreement.

Detailed Scope of Work

PAYMENT TERMS

Mark-up Rate: Provider shall apply a mark-up to eligible costs at the rate of on costs described in the Scope of Work. The mark-up shall be applied to documented direct costs and any cost element expressly agreed in writing between the parties.

Calculation Method / Inclusions Invoicing and Payment Schedule

Payment Terms: Payments are due within days of Client's receipt of a properly documented invoice from Provider. All invoices shall include supporting documentation sufficient to substantiate billed amounts.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower. In addition, Client shall be responsible for reasonable collection costs and any minimum late payment fee of .

Reimbursable Expenses: Reimbursable third-party expenses shall be billed at cost plus any applicable mark-up only if pre-approved in writing by Client. Pre-approved expenses require written authorization.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party no fewer than days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall remain obligated to pay for all services performed, costs incurred, and mark-ups earned through the effective date of termination.

CONFIDENTIALITY

Definition: For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other 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.

Obligations: Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted under this Agreement, and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information shall not include information that is or becomes generally available to the public other than through a breach of this Agreement, was already in the receiving party’s possession without restriction, or is rightfully obtained from a third party without obligation of confidentiality.

Remedies and Survival: The parties acknowledge that any unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies. The obligations under this Section shall survive termination of this Agreement for years.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: 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.

Disputes: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within forty-five (45) days, either party may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.

Amendments: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or to a purchaser of all or substantially all of its assets without consent.

NOTICES

Client Notices Address Provider Notices Address

Client:

By:

Date:

Provider:

By:

Date:

What a Mark-up Agreement Is and when it applies

A Mark-up Agreement is a written contract that documents the add-on pricing or percentage applied to goods, services, or delivered work by a seller, contractor, or intermediary. It names the parties, specifies the markup rate or formula, describes the covered scope and exclusions, sets payment and invoicing terms, and allocates responsibility for taxes, shipping, and refunds. The document reduces ambiguity about how final prices are calculated and creates an enforceable record of pricing terms when signed by authorized representatives of each party.

Why recording markup terms matters for business and risk control

Documenting markup terms clarifies pricing, prevents billing disputes, and supports consistent invoicing. A clear Mark-up Agreement protects both buyer and seller by defining calculation methods, payment timing, and remedies for errors, while creating an auditable record for finance, procurement, and compliance purposes.

Who commonly prepares and signs Mark-up Agreements

Typical users prepare these agreements to set pricing on resold goods, outsourced services, or subcontracted work.

Contractors and subcontractors who add fixed or percentage fees to materials and labor for construction or renovation projects.
Distributors and wholesalers who resell products and apply a standard margin to cover handling and overhead.
Professional service firms (consulting, staffing, agencies) that bill clients using a markup on third-party costs.

Parties should ensure authorized signatories execute the agreement and that contact and billing details match procurement and finance records.

Essential elements to include in a professional Mark-up Agreement

A complete Mark-up Agreement contains clear, enforceable provisions addressing price calculation, scope, payment, and dispute handling to prevent ambiguity and support accounting reconciliation.

Parties

Identify full legal names and business entities for each party, include legal entity type and state of formation to ensure contract enforceability and correct invoicing.

Markup Rate

Specify the markup as a fixed percentage, flat fee, or formula (for example, 15% on net supplier invoice); define whether it applies before or after taxes and shipping.

Scope

Describe which goods, services, or expense categories the markup covers and list explicit exclusions such as subcontracted specialist fees or reimbursable expenses.

Payment Terms

State invoicing frequency, accepted payment methods, due dates, late fees, and responsibilities for taxes, duties, and withholding to reduce disputes.

Audit & Records

Allow the buyer reasonable access to supporting supplier invoices and set a retention period for documentation needed to verify markup calculations.

Remedies and Disputes

Define dispute resolution method (negotiation, mediation, arbitration), governing law, and any limits on damages or indemnities.

Step-by-step: draft, review, and finalize the agreement

Follow these sequential steps to create a compliant and operational Mark-up Agreement that aligns with procurement and accounting.

01

Gather details: Collect supplier invoices, cost bases, and internal pricing policies.
02

Draft terms: Write clear markup formula, scope, and payment language.
03

Internal review: Have finance and legal verify calculations and compliance.
04

Execute: Obtain authorized signatures and distribute copies to stakeholders.

How to customize an online Mark-up Agreement workflow

Configure a repeatable digital workflow to streamline creation, routing, and signature capture while preserving audit trails and access controls.

Template Name	Create a reusable template named for the client or project.
Fields & Logic	Add markup rate fields, conditional exclusions, and locked finance fields.
Authentication	Require email or SMS verification for remote signers.
Routing Order	Set sequential approval for procurement, finance, then authorized signer.
Notifications	Enable status emails for pending, signed, and archived states.

Digital signing essentials and integration considerations

Choose a platform that supports audit trails, conditional fields, and integration with your ERP or CRM for reliable invoicing.

Integrations: Salesforce, NetSuite, Google Workspace
File formats: PDF, DOCX, HTML, Excel
Authentication: Email, SMS OTP, or advanced auth

Ensure the chosen platform can export signed PDFs with an audit trail, support conditional fields for markup calculations, and meet any industry-specific compliance needs such as HIPAA or 21 CFR Part 11 when applicable.

Pricing and capability comparison for common eSignature providers

Basic pricing and select capability markers for common eSignature platforms. signNow appears first per table convention; verify plan details with each vendor for specific features and enterprise pricing.

	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 card	Varies by region	Varies	Limited trial	Limited trial
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Core data elements to include for clarity and recordkeeping

Parties: Full legal names

Effective Date: MM/DD/YYYY format

Markup: Percentage or flat amount

Scope: Covered goods/services

Payment Terms: Net terms and fees

Signature: Authorized signatory details

Consequences of errors or missing terms in a Mark-up Agreement

Billing Disputes: Lost revenue or credits

Contract Liability: Damages or indemnity claims

Tax Exposure: Incorrect tax treatment or audit risk

Regulatory Risk: Industry compliance violations

Payment Delays: Slowed cash flow

Reputational Harm: Supplier or client relationship damage

Common mistakes to avoid when preparing a Mark-up Agreement

Failing to define whether markup applies to pre-tax or post-tax amounts, which causes inconsistent invoicing and reconciliation delays.
Using vague scope language that omits specific item categories or service types, leading to disagreements over applicability.
Not specifying who bears taxes, shipping, or third-party surcharges, which can produce unexpected cost disputes.
Allowing unsigned or improperly authorized signatories to execute the agreement, risking unenforceability or payment refusal.

Real-world examples of how Mark-up Agreements are used

Two concise scenarios illustrate typical uses of a Mark-up Agreement and the practical outcomes when terms are clear.

Construction Supply Margin

A general contractor documents a 12% markup on supplier invoices to cover handling and overhead.

The markup applies only to materials, not subcontractor labor.
Clear scope and a requirement for supplier invoice attachments prevented a three-week payment dispute and allowed quick reconciliation by the owner's accounting team.

Staffing Agency Expense Pass-through

A staffing firm applies a flat $50 administrative fee per contractor placement to cover screening costs.

The fee is listed separately on invoices and excluded from payroll taxes.
Separating the fee and documenting its purpose avoided classification confusion with wages and reduced audit questions from the client.

Frequently asked questions about Mark-up Agreements and e-signing

Answers to common legal and practical questions about enforceability, execution methods, and recordkeeping for Mark-up Agreements.

Need help? Contact support

Can a Mark-up Agreement be signed electronically?
Yes. Electronic signatures are legally enforceable under the federal ESIGN Act (15 U.S.C. §7001) and in interstate transactions; UETA governs intrastate electronic transactions in most states. Ensure intent, consent, attribution, and record retention to meet the ESIGN/UETA tests.
Is notarization required for validity?
Not generally required for ordinary commercial contracts. Notarization may be needed for specific instruments (deeds, some POAs) or to support a self-proving affidavit; check state rules when dealing with property transfers or jurisdictional formalities.
What authentication should I use for remote signers?
Use email or SMS one-time passcodes for basic authentication; require stronger methods (KBA, multi-factor or platform identity services) when higher assurance is needed, especially for regulated industries.
How do I change a markup after execution?
Any amendment should be documented in a signed written change order or amendment that references the original agreement and new effective date. Oral changes risk enforceability and should be avoided.
Who should sign the agreement for a company?
An authorized officer or person with delegated authority should sign; include a signer-authority statement or attach a corporate resolution when authority is not evident from the signatory's title.
How long should supporting invoices be kept?
Retain supplier invoices and payment records for at least 3 years for IRS purposes (IRC §6501(a)), and longer where industry rules apply (e.g., HIPAA 6 years). Maintain accessible copies for audit and dispute resolution.

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