Can the agreement be signed electronically?

Yes. Electronic signatures that show intent, consent, attribution, and retention meet the ESIGN Act requirements (15 U.S.C. ch. 96) and UETA where adopted; avoid electronic execution only for expressly excluded document types.

Are notaries required for enforceability?

Generally no for commercial contracts, but state or third‑party rules or title transfer clauses may require notarization; verify state law and transaction specifics before skipping notarization.

What proof should accompany reimbursement claims?

Attach supplier invoices, proof of delivery, and any customs or tax documentation. Requiring these during submission reduces disputes and provides audit evidence for tax authorities.

How long should records be kept?

Retain agreements for the active term plus at least 3 years; tax or HIPAA contexts require longer periods (IRC §6501(a); 45 CFR §164.530(j)). Adjust for state or industry rules.

How to correct an executed agreement?

Use a written amendment signed by authorized parties. For minor clerical errors, execute a signed amendment or reissue an agreed corrected version to avoid ambiguity.

What if a payer refuses reimbursement?

Follow the contract’s dispute resolution process; preserve all supporting evidence, escalate to contract management and legal, and consider mediation or arbitration if provided.

Electronic Signature
Templates
Miscellaneous
Miscellaneous Pass Through Products Agreement

Miscellaneous Pass Through Products Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

MISCELLANEOUS PASS THROUGH PRODUCTS AGREEMENT

This Miscellaneous Pass Through Products Agreement ("Agreement") is entered into as of by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Provider sources certain products, components and ancillary goods from third-party suppliers and will supply such items to Client as pass-through products billed at Provider's cost plus any agreed fees; and

WHEREAS, Client desires Provider to procure, accept delivery of, and invoice Client for such pass-through products in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding procurement, delivery, inspection, billing and reimbursement for pass-through products.

DEFINITIONS

For purposes of this Agreement, "Pass-Through Products" means tangible goods, materials, software licenses or components procured by Provider from third-party suppliers on behalf of Client, the costs of which Provider will invoice Client without mark-up except as expressly set forth in Payment Terms.

SCOPE OF WORK

Provider shall procure and deliver Pass-Through Products as requested by Client in writing or electronic order, manage receipt and inspection, and invoice Client for the approved products and associated charges. Detailed description of services and product types to be provided:

PAYMENT TERMS

Client shall reimburse Provider for Pass-Through Product costs, taxes, duties and properly documented shipping and handling charges, subject to the following terms:

Estimated Pass-Through Amount Administration / Handling Fee (if any) Payment Schedule Late Payment Fee Payment Method

Provider shall include with each invoice: a description of Pass-Through Products, supplier invoice copies or equivalent documentation, shipment dates, and any applicable taxes, duties or freight charges. Client shall pay undisputed amounts in accordance with the Payment Schedule.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Notice Period for Termination Without Cause (days)

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Pass-Through Products delivered or properly ordered and accepted prior to the effective date of termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is identified as confidential or that by its nature should reasonably be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that (a) is or becomes generally known to the public other than through a breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information only for the purpose of performing under this Agreement and shall restrict access to those employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential obligations shall survive termination for a period of three (3) years, except for trade secrets which shall be held indefinitely.

INDEMNIFICATION

Provider shall indemnify, defend and hold Client harmless from and against any third-party claims arising out of Provider's negligent procurement, handling or delivery of Pass-Through Products, provided that Client gives prompt written notice of such claim and cooperates in the defense. Client shall indemnify Provider for claims arising from Client's specifications, misuse, or failure to pay for Pass-Through Products.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, in no event shall either party be liable to the other for lost profits, incidental, special, exemplary or consequential damages arising out of or related to this Agreement. The aggregate liability of either party for direct damages shall not exceed the total paid and payable by Client to Provider for Pass-Through Products in the twelve (12) months preceding the claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation.

Client Notice Contact Name Client Notice Address Provider Notice Contact Name Provider Notice Address

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.

ENTIRE AGREEMENT

This Agreement, together with any documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, agency or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all assets.

Client Printed Name:

By:

Date:

Provider Printed Name:

By:

Date:

What the Miscellaneous Pass Through Products Agreement Covers

A Miscellaneous Pass Through Products Agreement is a private commercial contract that documents the sale, transfer, or resupply of third‑party products or services where costs, taxes, fees, or delivery obligations are passed through from one party to another. The agreement typically defines the list of pass‑through items, methods for calculating amounts, invoicing and reimbursement mechanics, delivery and acceptance terms, and allocation of risk. It clarifies responsibilities for shipping, returns, warranties, taxes, and any markups or handling charges. Properly drafted, it reduces billing disputes and supports accurate accounting and tax reporting.

Why a Clear Pass‑Through Products Agreement Matters

A precise agreement reduces disputes by documenting which costs are recoverable, how they are calculated, and when reimbursement is due. It protects margins, clarifies tax treatment, and creates an audit trail for chargebacks and reseller activity. Well‑defined terms also support compliance with procurement rules and help vendors and buyers allocate liability objectively.

Who Typically Uses This Agreement

Common users include sellers, distributors, resellers, and procurement teams at companies that pass third‑party costs to customers or downstream partners.

Resellers and distributors who resupply third‑party products and need to recover wholesale costs and fees.
Procurement and accounts payable teams managing reimbursement, invoicing, and audit visibility.
Legal and contracts teams drafting clear allocation of warranty, tax, and return responsibilities.

Using a standardized template with clear fields for items, calculation method, and supporting documentation reduces friction between commercial, accounting, and legal teams.

Essential Elements to Include in the Agreement

Ensure the agreement addresses the full lifecycle: identification of pass‑through items, pricing and handling, invoicing and payment, delivery and acceptance, tax and regulatory responsibilities, and remedies for disputes or defects.

Pass‑Through List

A defined schedule enumerating products or service categories eligible for pass‑through, including unit measures and SKU references where applicable.

Pricing Method

Specify how costs are calculated (invoice cost, landed cost, percentage markup, fixed handling fee) and whether taxes, duties, and shipping are included or excluded.

Invoicing Rules

Timing, required backup (supplier invoices, delivery receipts), format for claims, and dispute resolution steps for challenged charges.

Payment Terms

Payment windows, late fees, reimbursement timing, credit hold rights, and treatment of partial disputes or withholding.

Delivery & Acceptance

Shipping responsibilities, title transfer point, inspection period, and remedies for short shipments or defective goods.

Tax & Compliance

Allocate responsibility for sales/use tax, VAT (if any), customs duties, and specify documentation required for tax exemption or resale certificates.

Step‑by‑Step: How to Complete the Agreement

Follow these steps to prepare, approve, and execute a compliant pass‑through agreement with clear evidence of intent and consent.

01

Gather details: Collect supplier invoices, SKUs, tax treatment, and delivery terms.
02

Specify terms: Draft pass‑through list, pricing method, and documentation requirements.
03

Review internally: Send to finance and legal for tax and liability review.
04

Execute and archive: Have authorized signers sign and retain final signed copy.

Recommended Digital Workflow Settings

Configure an online workflow to enforce required fields, attach backup documentation, and capture a robust audit trail for each reimbursement claim.

Field	Configuration
Require Attachments	Force supplier invoice and proof of delivery uploads for reimbursement claims
Conditional Fields	Show tax fields only if pass‑through item is taxable in the buyer’s jurisdiction
Signer Authentication	Use email + SMS or stronger verification for high‑value claims
Retention Policy	Set automatic archival and retention notifications per corporate policy

Where to Send or File the Final Agreement

Routing depends on internal controls and whether the agreement supports recurring pass‑through claims. Maintain copies with contracting, finance, and the originating business unit.

Contracting: Record executed agreement in contracts repository for reference
Accounts Payable: Send final to AP to enable reimbursement processing
Business Unit: Provide the originating team an accessible copy for operations
Archive: Store a signed PDF with audit trail in long‑term records

Digital Signing and eSubmission Considerations

Use an eSignature platform that captures intent, consent, attribution, and retention to satisfy ESIGN/UETA requirements for electronic contracts.

File formats: PDF, DOCX accepted; maintain an immutable signed PDF copy
Integrations: Link to CRM and ERP to automate invoicing and reconciliation
Authentication: Support email, SMS, or stronger methods for signer verification

Choose platform settings that preserve signed PDFs, audit trails, and attachments. Ensure platforms offer long‑term export and retention controls for compliance.

Timing and Processing Expectations

Document and process timelines reduce disputes. Define signature windows, invoicing cycles, and expected turnaround for reimbursement and acceptance.

Signature Window:

Specify how long the offer remains open for signature and when obligations begin

Invoicing Cycle:

Set submission timelines (e.g., within 30 days of supplier invoice) for reimbursement eligibility

Payment Terms:

State net payment terms (Net 30/Net 45) for pass‑through reimbursements

Dispute Window:

Agree a period for challenging charges (commonly 30–60 days)

Retention Start:

Retention typically begins on the Effective Date or final invoice date

Practical Tips for Accurate and Efficient Completion

Adopt standard clauses and templates, require supporting documentation, and automate validation to reduce manual disputes and accelerate reimbursement.

Standardize the pass‑through catalogue

Maintain a master schedule of eligible items and prices to avoid ad hoc interpretations; tie SKUs to supplier invoices and update the schedule periodically under a controlled change process.

Automate document capture

Require invoice and delivery evidence uploads during claim submission and use OCR or integration with AP systems to reduce data entry errors and mismatch rejections.

Define acceptable markup rules

State whether handling fees are a fixed dollar amount, a percentage of cost, or disallowed; include examples to avoid rounding and calculation disputes.

Coordinate tax treatment

Agree in advance who is responsible for sales/use tax and whether resale certificates are required; document the required tax forms to prevent withholding or audit exposure.

Common Mistakes to Avoid

Using vague descriptions for pass‑through items, which leads to disagreements over eligibility and accepted charges.
Failing to require supplier invoices or proof of delivery, causing frequent reimbursements rejections and audit gaps.
Omitting tax allocation language, resulting in unexpected withholding, double taxation, or audit exposure.
Allowing oral amendments; changes should be in writing and require authorized signers to prevent billing disputes.

Key Risks and Potential Penalties

Breach Liability: Monetary damages possible

Tax Exposure: Sales tax or use tax liability

Payment Withholding: Disputed or delayed reimbursements

Regulatory Audit: Recordkeeping failures attract scrutiny

Contractual Fines: Late fees and interest charges

Reputational Harm: Supplier or customer relationship damage

Real‑World Examples of Digital Execution

The following examples show how organizations use electronic execution and digital workflows to process agreements and supporting pass‑through documentation.

Martin Properties

Tim Martin said: "I can process and execute all of these documents online with 100% compliance and built‑in security."

Digital routing reduced physical handling and shortened turnaround times by centralizing approvals.
The business was able to capture signatures on mobile or offline, attach supplier invoices to claims, and maintain an auditable record to support reimbursements.

BIS

Dan Rotelli said: "We felt most comfortable with airSlate SignNow given their SOC 2 certification and strict focus on ESIGN and UETA act compliance."

The team standardized contract templates and audit trails.
Standardization reduced manual review time, improved compliance documentation for audits, and provided consistent evidence of intent and signer attribution for disputed pass‑through charges.

eSignature Pricing and Feature Comparison

Basic pricing and feature availability for common eSignature providers. signNow is listed first per comparison conventions; verify vendor plans for enterprise options.

	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 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
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies	Varies	Varies

Security and Compliance Checklist

Encryption: TLS 1.2/1.3 in transit; AES‑256 at rest

Audit Trail: Time, IP, and action log preserved

Certifications: SOC 2 Type II; ISO 27001

HIPAA Support: BAA available for protected health information

21 CFR Part 11: Controls available for FDA‑regulated records

Accessibility: WCAG 2.0 Level AA support

Frequently Asked Questions

Answers to common legal, signing, and execution questions for Miscellaneous Pass Through Products Agreements, including eSignature validity and recordkeeping.

Need help? Contact support

Can the agreement be signed electronically?
Yes. Electronic signatures that show intent, consent, attribution, and retention meet the ESIGN Act requirements (15 U.S.C. ch. 96) and UETA where adopted; avoid electronic execution only for expressly excluded document types.
Are notaries required for enforceability?
Generally no for commercial contracts, but state or third‑party rules or title transfer clauses may require notarization; verify state law and transaction specifics before skipping notarization.
What proof should accompany reimbursement claims?
Attach supplier invoices, proof of delivery, and any customs or tax documentation. Requiring these during submission reduces disputes and provides audit evidence for tax authorities.
How long should records be kept?
Retain agreements for the active term plus at least 3 years; tax or HIPAA contexts require longer periods (IRC §6501(a); 45 CFR §164.530(j)). Adjust for state or industry rules.
How to correct an executed agreement?
Use a written amendment signed by authorized parties. For minor clerical errors, execute a signed amendment or reissue an agreed corrected version to avoid ambiguity.
What if a payer refuses reimbursement?
Follow the contract’s dispute resolution process; preserve all supporting evidence, escalate to contract management and legal, and consider mediation or arbitration if provided.

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