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Outstanding Business Services Agreement

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OUTSTANDING BUSINESS SERVICES AGREEMENT

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

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client seeks certain professional business services described in this Agreement and Provider represents that it has experience, personnel and resources to perform such services in a professional and timely manner; and

WHEREAS, Client desires to retain Provider to perform the services on the terms and conditions set forth herein, and Provider agrees to perform such services for the compensation and subject to the responsibilities described in this Agreement.

WHEREAS, the parties intend for this Agreement to set forth the complete understanding between them with respect to the subject matter hereof.

SCOPE OF WORK

Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Provider will devote the necessary time, personnel and resources to complete the work in accordance with the agreed schedule.

PAYMENT TERMS

Client shall pay Provider in consideration for the services performed under this Agreement in accordance with the following terms.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to termination. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver all work in progress and Client shall pay Provider for all services performed and authorized expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" includes non-public information disclosed by either party that is marked confidential or that, by its nature, should reasonably be considered confidential. Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose such Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein; and (c) use the Confidential Information solely for the performance of this Agreement.

Confidential obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in and to the deliverables specifically prepared for Client under this Agreement upon full payment of all amounts due. Provider retains ownership of Provider's pre-existing intellectual property and tools. To the extent any Provider pre-existing materials are incorporated into deliverables, Provider grants Client a perpetual, non-exclusive, royalty-free license to use such materials solely as incorporated within the deliverables.

INDEPENDENT CONTRACTOR; INDEMNIFICATION; LIMITATION OF LIABILITY

Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Provider shall be responsible for all taxes and withholdings related to its performance. Each party agrees to indemnify and hold harmless the other from third-party claims arising out of its breach of this Agreement or negligent or willful acts. Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages and liability shall be limited to the amounts actually paid to Provider under this Agreement in the twelve months preceding the event giving rise to the claim.

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. Any dispute arising under this Agreement shall be resolved in state or federal courts located in that State.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices shall be in writing and delivered by personal delivery, certified mail, or overnight courier to the addresses specified by the parties.

Client Printed Name:

Title:

By:

Date:

Service Provider Printed Name:

Title:

By:

Date:

Enter text✕

What the Outstanding Business Services Agreement Is and when it applies

The Outstanding Business Services Agreement is a contractual document used to record the scope, timing, payment, and responsibilities for ongoing or incomplete business services between a provider and a client. It clarifies deliverables that remain outstanding, assigns responsibility for completion, sets payment and dispute-resolution terms, and establishes how changes or delays are handled. The agreement can operate as a standalone contract or as an addendum to a Master Services Agreement or Statement of Work; it is typically used when tasks, deliverables, or balances remain unresolved at milestone or project close.

Why a clear Outstanding Business Services Agreement matters

A clear agreement reduces ambiguity about uncompleted work, protects both parties by setting deadlines and payment triggers, and provides a contract foundation for remedies if obligations are not met. It supports invoicing, audit trails, and potential dispute resolution.

Why a clear Outstanding Business Services Agreement matters

Typical users and when they complete this agreement

Teams and individuals who manage ongoing service work commonly use this agreement to document unsettled tasks and financial obligations before final closeout.

  • Project Managers tracking deliverables and acceptance criteria during project closeout.
  • Finance teams reconciling invoices, retainers, and outstanding balances for accounting and collections.
  • External vendors or contractors formalizing remaining obligations prior to final payment.

Use this document when tasks remain incomplete, a partial payment has been made, or a formal record is needed to proceed to dispute resolution or final billing.

Who can sign and why their role matters

Authorized Signatory

An officer or delegated representative with signing authority should execute the agreement for a company. Confirm authority by corporate resolution or delegation to avoid enforceability challenges and reliance disputes.

Service Provider

A named provider contact (project manager or account lead) should be listed with authority to accept delivery and approve closeout tasks; this clarifies who can certify completion and trigger final payments.

Core components to include in every Outstanding Business Services Agreement

A professional agreement is concise but complete: it identifies parties, details outstanding services, sets timelines, describes compensation and conditions for final payment, and defines dispute resolution and governing law.

Parties

Full legal names and entity types for all contracting parties, with contact information and a designated project contact for notices.

Scope of Work

A clear list of outstanding tasks, deliverables, acceptance criteria, and any dependencies affecting completion or quality assessment.

Payment Terms

Amounts due, payment schedule, retainers applied, late fees, and conditions that trigger final payment or release of retainage.

Deadlines

Specific dates or milestone windows for completion, inspection procedures, and consequences for missed deadlines or extensions.

Warranties and Liability

Basic warranty language for the outstanding work, limitations on consequential damages, and indemnity provisions as appropriate.

Governing Law

Choice of governing state law and venue for disputes, typically where services are performed or where a party is incorporated.

Step-by-step: completing the Outstanding Business Services Agreement

Follow these steps in order to produce a clear, enforceable agreement that supports billing and dispute resolution.

  • 01
    Verify Parties: Confirm legal names and contact details for each party before drafting.
  • 02
    List Deliverables: Describe outstanding services with measurable acceptance criteria and quantities.
  • 03
    Set Dates: Enter specific completion and payment due dates in MM/DD/YYYY format.
  • 04
    Sign and Distribute: Have authorized signers execute and circulate final copies to all parties.

Configuring an online completion workflow

Set up fields and signer order to mirror how your organization approves work and releases payment.

Field Configuration
Signer Order Sequential or parallel as required by approvals
Required Fields Make names, dates, and amount fields mandatory
Authentication Use email plus SMS or KBA for higher assurance
Audit Trail Enable full action logging and final certificate

Technical considerations for digital completion and eSubmission

Choose a platform that supports legally admissible audit trails, document export, and signer authentication appropriate to the transaction.

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

Ensure the platform retains tamper-evident records and exportable certificates for legal or audit purposes.

How eSigning and delivery typically work for this agreement

A standard online workflow reduces turnaround time and preserves a complete audit trail for both parties.

  • Upload Document: Provider uploads final draft to the signing platform.
  • Place Fields: Add signature, date, and initial fields; mark required entries.
  • Send to Signers: Add signer emails and set order or allow parallel signing.
  • Capture Evidence: Platform records timestamps, IP, and authentication method.

Key dates and typical timing expectations

Set explicit dates for acceptance, payment, and dispute notice to avoid ambiguity and trigger warranty or claims periods.

Effective Date:

Date obligations start (MM/DD/YYYY)

Completion Deadline:

Date by which outstanding work must be finished

Payment Due:

Date payment is due after acceptance

Notice Period:

Days allowed to notify of defects or nonperformance

Renewal/Extension:

Deadline to request extensions or amendments

Common mistakes to avoid when preparing the agreement

  • Vague deliverable descriptions that make acceptance subjective and invite disputes.
  • Missing or incorrect party names that complicate enforcement or payment processing.
  • Unspecified payment triggers that leave parties unsure when funds are due.
  • Failing to require proof of authority for corporate signatories before execution.

Potential consequences of an incorrect or incomplete agreement

Enforceability Risk: Court may refuse to enforce ambiguous terms
Payment Delay: Payment may be withheld or disputed
Damages Exposure: Liability for breach or corrective costs
Tax Issues: Incorrect reporting may trigger withholding
Audit Problems: Poor records hamper financial audits
Reputational Harm: Extended disputes can damage business relationships

How this agreement differs from related documents

Below are concise contrasts between an Outstanding Business Services Agreement and other common contract types so you can choose the right form.

Document | Typical Use | Key Difference Outstanding Business Services Agreement Closeout of incomplete tasks Focused on remaining deliverables
SLA service levels ongoing performance metrics
MSA framework agreement broad governance over multiple engagements
SOW project scope detailed initial project tasks
Invoice billing request financial claim only

Typical eSignature provider pricing and core capabilities to consider

Comparison focuses on entry pricing and key capabilities relevant to executing and circulating agreements electronically. signNow is listed first per vendor ordering conventions.

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 No free trial No free trial Limited trial Limited trial
Bulk Send Yes Yes Yes Yes No
Audit Trail / HIPAA Yes audit trail, HIPAA available Yes audit trail, HIPAA available Yes audit trail, HIPAA available Yes audit trail, HIPAA not standard Yes audit trail, HIPAA not standard

Real-world examples of similar agreements in practice

Representative customer experiences show how clear closeout agreements reduced disputes and accelerated final payments.

Optica Ventures LLC — COO

The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

  • Reduced turnaround time by standardizing outstanding task lists across projects.
  • As a result, Optica shortened dispute cycles and improved cash flow predictability while retaining clear records for audits and client communications.

Martin Properties — Founder

I can process and execute all of these documents online with 100% compliance and built-in security.

  • Mobile and offline signing capability proved critical on site.
  • The company used standardized outstanding services agreements to expedite tenant completion verifications and reduce administrative follow-up.

Practical tips for accurate and efficient completion

Adopt consistent templates and review checklists to reduce errors and speed execution across teams and projects.

Use a Standard Template
Standardized language for scope, payment, and dispute resolution reduces negotiation time and minimizes drafting inconsistencies between projects.
Require Mandatory Fields
Make names, effective dates, monetary values, and acceptance criteria required fields to prevent incomplete submissions and downstream disputes.
Log Changes
Track amendments and version history; require initialing for material changes so the audit trail shows consent for each modification.
Confirm Authority
Before signing, verify signers’ corporate authority or obtain a delegated signing certificate to avoid later challenges to enforceability.

Frequently asked questions about executing and managing the agreement

Answers below address common execution, validity, and storage questions encountered when finalizing an Outstanding Business Services Agreement.


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