Can Exhibit B be e-signed?

Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. §7001) and UETA if intent, consent, attribution, and retention requirements are met. Certain categories, like wills and some court filings, remain excluded from e-signature rules.

Does Exhibit B require notarization?

Not necessarily. Notarization requirements depend on the document's substance and state law. If Exhibit B contains a deed, power of attorney, or affidavit, many states require a notary or witness. Check state-specific notary and remote online notarization rules.

Who is authorized to sign Exhibit B?

Authorized signatories are those with actual authority under the main agreement or corporate resolution. For organizations, include title and capacity. If unsure, obtain a corporate certificate or written authorization to avoid challenges to signature authority.

How should Exhibit B be attached to the contract?

Reference Exhibit B in the main agreement by exhibit identifier and paragraph number. Attach the signed Exhibit B and list attachments in an index. Ensure the execution page references the exhibit and that the exhibit is incorporated by reference.

Are electronic witnesses legally acceptable?

State law governs witness requirements. Some jurisdictions accept electronic witnessing and remote online notarization; others require in-person witnesses. Confirm the governing state's rules for wills, deeds, or powers of attorney before relying on electronic witnesses for Exhibit B.

What is the retention period for Exhibit B?

Follow federal minimums: retain financial records at least three years per IRC §6501(a). If Exhibit B contains PHI, retain six years per 45 CFR §164.530(j). State or industry rules may extend retention; consult counsel.

Electronic Signature
Templates
Miscellaneous
Miscellaneous Exhibit B

Miscellaneous Exhibit B

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MISCELLANEOUS EXHIBIT B

Effective Date: Exhibit to Agreement dated:

Client Name: Contractor Name:

WHEREAS

WHEREAS, Client and Contractor are parties to a certain Master Services Agreement dated (the "Master Agreement"); and

WHEREAS, the parties desire to set forth additional specific services, payment terms and confidentiality protections applicable to a particular engagement described herein as Exhibit B.

SCOPE OF WORK

Contractor shall perform the services described below in accordance with the terms of the Master Agreement and this Exhibit B.

Description of Services (detailed):

PAYMENT TERMS

Compensation for the services set forth in this Exhibit B shall be as follows. Client will pay Contractor the amounts specified below in consideration for completed deliverables and accepted services.

Total Not-to-Exceed Amount: Payment Schedule / Milestones:

Invoices shall be submitted in accordance with the schedule above and shall become due and payable within days of receipt. Late payments shall accrue interest at a rate of % per month or the maximum allowable by law, whichever is less.

TERM AND TERMINATION

This Exhibit B shall commence on the Start Date of and shall continue until , unless earlier terminated in accordance with the Master Agreement or this Exhibit B.

Either party may terminate this Exhibit B for convenience upon days' prior written notice. Termination for cause shall follow the procedures and remedies set forth in the Master Agreement.

CONFIDENTIALITY

For purposes of this Exhibit B, Confidential Information shall mean 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 its nature. Each party agrees to hold Confidential Information of the other in strict confidence and to use such information solely for performance under this Exhibit B.

The confidentiality obligations shall survive termination of this Exhibit B for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law. Notwithstanding the foregoing, Confidential Information does not include information that is or becomes publicly known through no breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed.

GOVERNING LAW

This Exhibit B and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the State of , without regard to choice-of-law principles that would apply the laws of another jurisdiction.

ENTIRE AGREEMENT

This Exhibit B, together with the Master Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. In the event of any conflict between the terms of this Exhibit B and the Master Agreement, the terms of this Exhibit B shall govern only with respect to the subject matter expressly addressed herein.

MISCELLANEOUS

Any amendment to this Exhibit B must be in writing and signed by authorized representatives of both parties. The waiver of any breach or right under this Exhibit B shall not constitute a waiver of any other or subsequent breach or right.

Client Printed Name:

By:

Date:

Contractor Printed Name:

By:

Date:

What Miscellaneous Exhibit B Covers

Miscellaneous Exhibit B is a contract exhibit used to record supplementary terms, schedules, or technical attachments referenced by a primary agreement. It clarifies responsibilities, deliverables, or specifications that do not fit in the main body of the contract and becomes part of the agreement when properly referenced and executed. This exhibit typically includes numbered sections, defined terms, signature blocks, and cross-references to the main agreement. Proper completion ensures enforceability and reduces ambiguity about scope, timelines, or payment terms between contracting parties.

Why a Clear Exhibit B Matters

A well-drafted Miscellaneous Exhibit B preserves contractual intent, reduces disputes, and documents agreed exceptions or technical details. It helps parties track obligations, attach schedules, and create a clear foundation for enforcement under the main agreement.

Who Typically Prepares and Signs Exhibit B

Primary users include contracting parties, contract managers, attorneys, and project managers who attach technical or pricing details.

Commercial contracting teams attaching schedules, pricing tables, or exception lists.
Legal departments drafting clarifying language and signature blocks for exhibits.
Project managers and engineers specifying technical deliverables, milestones, and acceptance criteria.

Small businesses, vendors, and service providers also use Exhibit B to record negotiated deviations from standard terms.

Essential Elements to Include in Exhibit B

Core parts of a professional Miscellaneous Exhibit B define the scope, timelines, pricing, and signature mechanics clearly and reference the principal agreement.

Scope

Describe specific goods or services, deliverable descriptions, acceptance criteria, and any measurable performance standards. Be explicit about exclusions to avoid overlap with the main contract.

Timeline

List milestone dates, delivery windows, and conditional triggers. Use MM/DD/YYYY format for dates. Tie each milestone to payment or acceptance obligations where applicable to reduce disputes.

Pricing

State fixed fees, unit rates, adjustment formulas, invoicing cadence, and cost caps. Clarify expense reimbursement, taxes, and any conditional price adjustments tied to scope changes.

Signatures

Include signature blocks for authorized signatories, printed names, titles, dates, and whether electronic signatures are accepted. Specify any witness or notarization requirements for the exhibit.

References

Cite the primary agreement clause numbers, effective date, and exhibit identifier. Ensure cross-references match the master contract to preserve linkage during enforcement.

Attachments

Attach schedules, diagrams, product specifications, or tables. Label each attachment, reference it by exhibit paragraph, and record the applicable revision date for version control.

Security and Compliance Considerations

Encryption: TLS 1.2/1.3 in transit, AES-256 at rest

Certifications: SOC 2 Type II, ISO 27001, PCI DSS

HIPAA: HIPAA-compliant; BAA available upon request

ESIGN/UETA: Compliant with ESIGN and UETA standards

Access Controls: SSO, role-based permissions, two-factor options

Audit Trail: Detailed timestamps, IP, and action history

Consequences of Errors or Omission

Misreferencing: Misreferencing may cause enforceability issues

Missing Signature: Unsigned exhibits may be unenforceable

Incorrect Dates: Wrong dates can shift obligations

Tax Reporting: Reporting errors can trigger IRC §6721 penalties

Notarization: Missing notary can affect record authenticity

Data Privacy: HIPAA issues for health data; BAA required

Common Preparation Pitfalls to Avoid

Failing to match exhibit cross-references to the master agreement creates ambiguity and can complicate enforcement or necessitate amendments.
Using undefined terms or inconsistent definitions between Exhibit B and the main contract leads to interpretive disputes and longer negotiation cycles.
Attaching outdated schedules or failing to indicate revision dates undermines version control and may result in conflicting obligations.
Over-relying on vague phrases like 'as agreed' without enumerated specifics increases the risk of future litigation and cost.

Step-by-Step: Prepare, Review, and Execute Exhibit B

Follow this sequence to complete and attach Miscellaneous Exhibit B accurately to a contract electronically.

01

Prepare: Collect schedules, diagrams, and defined terms before drafting.
02

Draft: Write explicit scope, milestones, and pricing clauses.
03

Review: Legal and operations should verify cross-references and consistency.
04

Execute: Obtain authorized signatures and record execution dates.

Recommended Online Workflow Settings for Exhibit B

Configure an online workflow to route Exhibit B through reviewers, approvers, and signers with audit trail enabled.

Field	Configuration
Routing Mode	Sequential routing with sender-defined reviewer order
Authentication	Email link, SMS code, or KBA as needed
Fields	Signature, initials, date, conditional fields supported
Audit Trail	Full timestamps, IP addresses, and certificate of completion

Typical e-Submission Flow for an Exhibit

Typical e-submission steps for Exhibit B from upload through completion and storage with audit trail and version control.

Upload: Upload the PDF or DOCX and confirm formatting.
Place Fields: Insert signature, date, and initial fields for each signer.
Authenticate: Choose authentication method: email, SMS, or advanced options.
Complete: Signers execute; system saves signed copy and audit record.

Platform Requirements for eSigning Exhibit B

Platforms supporting Exhibit B e-signing should accept PDF and DOCX, support conditional fields, and preserve original formatting.

File Types: PDF, DOCX, and fillable forms supported
Integrations: Works with Salesforce, NetSuite, Microsoft 365
Authentication: Email, SMS, SSO, and advanced MFA options

Dates and Deadlines to Record in Exhibit B

Key timing considerations when preparing and filing Exhibit B include effective dates, delivery milestones, and signer deadlines.

Effective Date:

Record as MM/DD/YYYY; governs when obligations commence.

Milestone Deadlines:

List each milestone with explicit dates and acceptance criteria.

Signature Deadline:

Specify date by which all parties must sign to avoid delay.

Filing/Attachment:

Attach finalized Exhibit B before contract execution or reference any later amendments.

Retention Start:

Retention begins on effective date or execution date, as stated.

Milestone Sequence for Exhibit B Processing

Milestone sequence for Exhibit B ensures review, approval, execution, and storage are tracked in order.

01

Drafting Complete

Finalize content and attach required schedules before sending for review.

02

Internal Review

Legal and operations approve language and confirm consistency with master agreement.

03

Signatory Execution

Authorized signatories sign and date; capture electronic signature metadata.

04

Record Storage

Store executed exhibit in contract repository with versioning and access controls.

Quick Vendor Pricing and Feature Comparison

Core vendor pricing and feature differences for executing Miscellaneous Exhibit B; signNow is shown first for comparison consistency.

	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	Varies	Varies	Varies
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 Troubleshooting

Answers to common questions about completing, signing, and storing Miscellaneous Exhibit B, including e-signature validity and notarization considerations.

Need help? Contact support

Can Exhibit B be e-signed?
Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. §7001) and UETA if intent, consent, attribution, and retention requirements are met. Certain categories, like wills and some court filings, remain excluded from e-signature rules.
Does Exhibit B require notarization?
Not necessarily. Notarization requirements depend on the document's substance and state law. If Exhibit B contains a deed, power of attorney, or affidavit, many states require a notary or witness. Check state-specific notary and remote online notarization rules.
Who is authorized to sign Exhibit B?
Authorized signatories are those with actual authority under the main agreement or corporate resolution. For organizations, include title and capacity. If unsure, obtain a corporate certificate or written authorization to avoid challenges to signature authority.
How should Exhibit B be attached to the contract?
Reference Exhibit B in the main agreement by exhibit identifier and paragraph number. Attach the signed Exhibit B and list attachments in an index. Ensure the execution page references the exhibit and that the exhibit is incorporated by reference.
Are electronic witnesses legally acceptable?
State law governs witness requirements. Some jurisdictions accept electronic witnessing and remote online notarization; others require in-person witnesses. Confirm the governing state's rules for wills, deeds, or powers of attorney before relying on electronic witnesses for Exhibit B.
What is the retention period for Exhibit B?
Follow federal minimums: retain financial records at least three years per IRC §6501(a). If Exhibit B contains PHI, retain six years per 45 CFR §164.530(j). State or industry rules may extend retention; consult counsel.

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