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Post-Sale Collaboration Agreement

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POST-SALE COLLABORATION AGREEMENT

This Post-Sale Collaboration Agreement (the "Agreement") is entered into as of Effective Date: by and between Seller: (Seller), and Collaborator: .

RECITALS

WHEREAS, Seller completed the sale of the assets or products described as (the "Transaction") on ; and

WHEREAS, Seller desires to retain Collaborator to provide post-sale collaboration services including but not limited to customer onboarding, technical support, warranty coordination, and referrals under the terms set forth below; and

WHEREAS, Collaborator represents that it has the expertise and resources necessary to perform such services and is willing to do so in accordance with the terms of this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: (a) "Confidential Information" means all non-public information disclosed by a disclosing party that is designated as confidential or that reasonably should be understood to be confidential; (b) "Net Proceeds" means amounts actually received by Seller from the Transaction less refunds, chargebacks, taxes collected on behalf of a taxing authority, and third-party processing fees; (c) "Territory" means .

2. SCOPE OF COLLABORATION

Collaborator shall provide post-sale services as agreed in this Agreement and any attached statements of work. Services shall include customer onboarding, technical assistance, coordination of repairs or replacements, and good-faith referral efforts for follow-on sales. The primary product or asset covered by this Agreement is described as:

Collaborator shall perform services in accordance with applicable laws and industry standards and shall assign qualified personnel to perform the obligations described herein.

3. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated as provided herein. Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice specifying the breach. Termination shall not relieve either party of obligations incurred prior to termination.

4. ROLES AND RESPONSIBILITIES

Seller shall provide Collaborator with reasonable access to Transaction-related information, product documentation, and any systems necessary for Collaborator to perform its obligations. Collaborator shall (a) respond to customer inquiries within a commercially reasonable time; (b) maintain records of service activities and referrals; and (c) provide periodic reports as requested by Seller.

5. COMPENSATION; PAYMENT

As full consideration for the services, Seller shall pay Collaborator a fee equal to of Net Proceeds attributable to customers or transactions resulting directly from Collaborator's post-sale activities, calculated in accordance with Seller's standard accounting practices.

Payments shall be made within days after the end of each calendar quarter, accompanied by a statement showing calculation of amounts due. All payments shall be in U.S. dollars unless the parties agree otherwise.

6. CONFIDENTIALITY

Each party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations herein shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party prior to disclosure; or (c) is compelled by law to be disclosed, provided the receiving party gives prompt notice to the disclosing party where legally permitted.

7. INTELLECTUAL PROPERTY

Except as expressly provided herein, each party retains all right, title and interest in its pre-existing intellectual property. Seller grants Collaborator a limited, non-exclusive, non-transferable license to use Seller's trademarks and documentation solely to perform the services contemplated by this Agreement. All improvements or modifications made by Collaborator specifically for Seller in connection with the Transaction shall be the exclusive property of Seller unless otherwise agreed in writing.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance of this Agreement will not violate any contract or law applicable to such party.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from claims by third parties to the extent caused by the Indemnifying Party's breach of this Agreement, negligence, willful misconduct, or infringement of third-party rights.

10. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, EXEMPLARY, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. NON-SOLICITATION

During the term of this Agreement and for a period of months thereafter, neither party shall, without the other party's prior written consent, solicit for employment any employee or contractor of the other party who has been involved in the performance of this Agreement.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when received by personal delivery, certified mail (return receipt requested), or overnight courier to the addresses below.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing signed by authorized representatives of both parties. Failure or delay by either party to enforce any provision shall not constitute a waiver of that provision. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ADDITIONAL PROVISIONS

Seller Printed Name:

By:

Date:

Collaborator Printed Name:

By:

Date:

Enter text✕

What a Post-Sale Collaboration Agreement Covers

A Post-Sale Collaboration Agreement is a written contract that records obligations and processes that follow a sale or closing, including deliverables, knowledge transfer, support, warranties, payment of contingent fees or royalties, and timelines for acceptance and remediation. It allocates responsibilities for onboarding, technical integration, customer success, and post-close reporting, and it specifies intellectual property, confidentiality, and dispute-resolution procedures. When signed electronically with parties' consent and adequate authentication, the agreement can be enforceable under federal and state e-signature law, including the ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes.

Why parties use a Post-Sale Collaboration Agreement

A clear post-sale collaboration agreement reduces ambiguity about handoffs, acceptance testing, support SLAs, and IP rights, preventing disputes and streamlining revenue recognition and payouts. It documents expectations, measurable milestones, and remedies, making post-closing obligations auditable and easier to manage across legal, technical, and commercial teams.

Why parties use a Post-Sale Collaboration Agreement

Who commonly prepares and signs this agreement

Typical participants include sellers, buyers, implementation partners, channel/resellers, and designated account or project managers.

  • Sellers and vendors responsible for product handover, warranty fulfillment, and post-sale support obligations.
  • Buyers or customers who need documented acceptance criteria, service levels, and escalation paths.
  • Third-party implementers, resellers, or subcontractors with obligations for integration, data migration, or training.

Use role-based signatory blocks and contact details to ensure each party can be identified and held to the stated post-sale responsibilities.

Step-by-step: Completing a Post-Sale Collaboration Agreement

Follow these steps in order to produce a complete, enforceable document and reduce rework or ambiguity after signature.

  • 01
    Prepare: Identify parties, scope, deliverables, and key dates before drafting.
  • 02
    Define: Write measurable acceptance criteria, SLAs, and milestones.
  • 03
    Review: Routing to legal, finance, and technical teams for compliance checks.
  • 04
    Sign: Obtain signatures, record audit trail, and distribute final copies.

eSignature vendor comparison for executing Post-Sale Collaboration Agreements

Common vendor features and starting prices for eSignature platforms used to execute post-sale agreements. signNow appears first per vendor comparison 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 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
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Key data elements to include for secure, auditable agreements

Parties: Full legal entity names
Effective Date: MM/DD/YYYY format
Deliverables: Specific items or services
Acceptance Criteria: Objective pass/fail tests
Payment Terms: Amounts and triggers
Confidentiality: Data handling scope

Common penalties and legal risks to avoid

Contract Disputes: Litigation costs and delays
Late Payments: Interest, collection fees
Data Breach Liability: Regulatory fines and remediation
IP Misassignment: Loss of ownership rights
Termination Costs: Early-exit penalties
Regulatory Noncompliance: Fines and business restrictions

Frequent preparation mistakes and how they impact outcomes

  • Vague deliverables that lack measurable acceptance criteria lead to disputes and delayed payments; always define test procedures and timeframes.
  • Omitting a contact and escalation process causes slow issue resolution; include names, roles, and response time commitments for each party.
  • Failing to align IP and license language at closing can trigger ownership conflicts; specify who retains existing IP and who receives deliverables' rights.
  • Relying on hand-signed originals only creates delays; plan for authenticated electronic signatures and an immutable audit trail to speed execution.

Typical eSigning workflow for a post-sale agreement

A standard eSignature flow reduces friction and preserves evidence of consent and completion across distributed teams.

  • Upload: Sender uploads final agreement PDF or DOCX.
  • Place Fields: Insert signature, date, and initial fields for each signer.
  • Authenticate: Choose signer verification: email link, SMS code, or stronger methods.
  • Complete: Signers execute, receive copies, and audit trail is recorded.

Recommended platform settings for reliable execution

Configure your eSignature workflow to match required authentication and audit standards before sending.

Field Configuration
Signature Type Visible e-signature with timestamp and audit trail
Authentication Email verification or SMS code; use KBA for high risk
Template Lock required fields and reuse approved language
Routing Set sequential or parallel signing order with reminders

Common timeframes and deadlines to include

Explicit deadlines reduce ambiguity and trigger internal actions for delivery, acceptance, and invoicing.

Post-Sale Signature Window:

Sign within 30 days of sale to preserve rollout timelines

Acceptance Testing Period:

Typical review period: 10–30 business days post-delivery

Remediation SLA:

Fix defects within 30 calendar days after reported acceptance failures

Payment Trigger:

Payment due within 30 days of acceptance or invoice

Retention Notice:

Retain agreement copies for at least 3 years after term

Key milestones after agreement execution

Track milestones as discrete stages to ensure accountability and timely completion.

01

Execution

Agreement signed by all parties; audit trail captured.

02

Kickoff

Project kickoff meeting within 7–14 days after signature.

03

Delivery

Deliverables provided per schedule; notify buyer of availability.

04

Acceptance

Buyer completes tests and issues formal acceptance or rejection.

Frequently asked questions about Post-Sale Collaboration Agreements

Answers to common execution, enforceability, and change-management questions for post-sale collaboration.


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