Can this agreement be signed electronically?

Yes. Electronic signatures generally have the same legal effect under the ESIGN Act (15 U.S.C. §7001) and UETA in most states, provided intent, consent, attribution, and record retention requirements are met.

When is notarization or witnesses required?

Most jurisdictions do not require notarization for commercial contracts; exceptions exist for certain real-estate-related assignments or state-specific formalities. Check state law before relying on notarization for enforceability.

What if the signer lacks authority?

If an apparent agent signs without actual authority, the agreement may be voidable and expose the signer and organization to liability; confirm signatory authority and capture job title and authorization in the signature block.

How are intellectual property rights handled?

IP allocation must be explicit: assign, license, or reserve rights in clear terms. For software, include source-code assignment or license language and consider escrow where ongoing access is mission-critical.

How should I amend the agreement after execution?

Use a written amendment signed by authorized representatives of all parties. Oral modifications are risky; require writing and signatures or documented electronic consent per the agreement's amendment clause.

Where should executed copies be stored?

Keep executed PDFs and audit trails in secure document repositories with access controls and backups. Retain records per federal and industry rules such as IRC §6501(a) and 45 CFR §164.530(j) for healthcare records.

Electronic Signature
Templates
Miscellaneous
Product Development Services Agreement

Product Development Services Agreement

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

PRODUCT DEVELOPMENT SERVICES AGREEMENT

This Product Development Services Agreement ("Agreement") is entered into as of (the "Effective Date") by and between:

Client Name: Developer Name:

RECITALS

WHEREAS, Client desires to engage Developer to provide product development services to design, develop and deliver certain software, prototypes, documentation and related deliverables in accordance with the terms of this Agreement; and

WHEREAS, Developer represents that it has the technical expertise, personnel, and resources to perform the services described in this Agreement and is willing to perform such services for Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the development, delivery, acceptance and ownership of the Work Product (as defined below).

1. SCOPE OF WORK

Developer will perform the services and deliver the deliverables described below (the "Services" and "Work Product"). Developer shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

Describe Scope of Work and Deliverables Deliverables and Acceptance Criteria

2. PAYMENT TERMS

In consideration for the performance of the Services, Client shall pay Developer the fees and expenses set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Total Development Fee Payment Schedule (milestones, amounts, and due dates) Late Payment Fee

Invoices not paid within days of the invoice date shall accrue interest at the lesser of % per month or the maximum rate permitted by law.

3. TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date or until terminated earlier in accordance with this Section.

Start Date: End Date:

Termination for Convenience

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination for convenience, Client shall pay Developer for all Services performed and reasonable, non-cancellable commitments incurred through the effective date of termination.

Termination for Cause

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information. Recipient shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement.

Exceptions to Confidential Information include information that: (i) is or becomes generally known through no breach by Recipient; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Discloser's Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives Discloser prompt notice and cooperates to seek protective measures.

Confidentiality obligations shall survive termination of this Agreement for a period of unless a longer period is specified by applicable statute.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Developer hereby assigns to Client all right, title and interest in and to the Work Product created specifically for Client under this Agreement. To the extent any Work Product does not qualify as a work made for hire, Developer shall execute documents reasonably necessary to effect such assignment.

If certain pre-existing materials are retained by Developer, identify and license scope

Developer represents and warrants that, to the best of its knowledge, the Work Product will not infringe any third party intellectual property rights and that Developer has the right to assign the Work Product to Client. Developer will indemnify and hold Client harmless from claims arising from breach of the foregoing representation subject to the limitations set forth in this Agreement.

6. CHANGE ORDERS

Any changes to the Scope of Work, schedule or fees shall be made only by written change order signed by authorized representatives of both parties. Change orders shall set forth the change in work, impact on schedule and any adjustments to fees.

Change Order Procedures

7. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against claims, damages and liabilities arising from Indemnitor's willful misconduct, gross negligence or material breach of its representations and warranties. The Indemnitee shall give prompt written notice of any claim and permit the Indemnitor to assume the defense, provided Indemnitee may participate in the defense at its own expense.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CLIENT TO DEVELOPER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES.

8. INSURANCE; COMPLIANCE

Insurance Requirements

9. FORCE MAJEURE

Neither party shall be liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, pandemics, government actions, fire, flood, strike or supply chain interruption. The affected party shall notify the other promptly and use commercially reasonable efforts to mitigate the effect of the event.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice). Notices shall be sent by nationally recognized overnight courier, personal delivery, or certified mail (return receipt requested).

Client Contact Name Client Address for Notices Developer Contact Name Developer Address for Notices

11. 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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, discussions and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

13. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. The parties are independent contractors and nothing in this Agreement creates a joint venture, partnership, employment or agency relationship.

Additional Provisions (optional)

SIGNATURES

Client:

Printed Name:

By:

Date:

Developer:

Printed Name:

By:

Date:

What the Product Development Services Agreement Covers

A Product Development Services Agreement is a written contract that sets the relationship between a client and a service provider engaged to design, build, test, or deliver a product. It defines scope, deliverables, milestones, payment structure, intellectual property ownership, acceptance criteria, warranties, change-order processes, confidentiality obligations, and termination rights to reduce ambiguity and limit disputes in commercial and technology projects.

Why a Clear Agreement Matters for Product Development

A well-drafted agreement clarifies expectations, allocates risk, protects intellectual property, and creates objective acceptance criteria so parties can measure performance and resolve disputes efficiently under U.S. contract law and e-signature frameworks.

Who Typically Uses This Agreement

Organizations and individuals who rely on defined deliverables use this agreement to document responsibilities and payment terms.

Startups and technology companies needing clear IP and milestone terms.
Professional services and agencies contracting development work with clients.
In-house product teams hiring external contractors or consultants.

Use it when engaging contractors, agencies, contractors-to-employers transitions, or when internal product teams commission external development work.

Core Sections to Include in a Professional Agreement

A complete Product Development Services Agreement organizes obligations, timelines, payments, ownership, and exit terms so each party knows responsibilities and remedies.

Parties & Recitals

Identify the contracting entities, contact points, and the factual background that explains the commercial purpose and project context of the agreement.

Scope of Work

Define deliverables, milestones, acceptance tests, and deliverable formats in measurable terms so both sides can verify completion against objective criteria.

Payment & Milestones

Specify pricing, invoicing schedule, late-payment remedies, milestone-based payments, and reimbursement of reasonable expenses to avoid cash-flow disputes.

Intellectual Property

Allocate ownership and licensing of preexisting IP, work product, and source code; include assignment or license language and any retained rights for the developer.

Confidentiality & Data

Protect trade secrets and personal data with nondisclosure terms and identify whether HIPAA, FERPA, or other data rules apply and require addenda.

Termination & Warranties

State termination for convenience and for cause, transition assistance, warranty periods for defects, limitations of liability, and remedies tied to acceptance testing.

Step-by-Step: Complete and Execute the Agreement

Follow these practical steps to prepare, review, and finalize the contract with minimal friction.

01

Prepare Template: Populate parties, scope, and payment details.
02

Define Deliverables: Attach technical specs and acceptance criteria.
03

Negotiate Terms: Resolve IP, warranties, and liability clauses.
04

Execute & Archive: Obtain signatures, retain final copy, and distribute.

Configuring an Online Signing Workflow

When using an eSignature platform, set authentication and fields to match your legal needs and audit expectations.

Field	Configuration
Signature Type	Email link or typed name; choose stronger auth if required
Authentication	Email + SMS code or knowledge-based authentication for higher assurance
Conditional Fields	Show or hide exhibits based on signer role
Bulk Send	Enable for identical agreements to many recipients

Technical Requirements for eSigning and File Formats

Ensure the signing platform supports common formats and your integration needs before sending the first request.

File Formats: PDF and Word DOCX supported
Integrations: Salesforce, NetSuite, Google Workspace
Security: TLS in transit; AES-256 at rest

Where to Send or Share the Executed Agreement

After execution, distribute copies to the parties and recordkeepers listed below so responsibilities and finances align.

Client Records: Client legal and finance teams receive final copy
Project Manager: PM receives deliverable schedule and acceptance criteria
Legal Counsel: Legal retains executed version for dispute defense
Accounting: Accounting records invoices and milestone payments

Typical Timing and Deadlines to Track

Track contract milestones, acceptance windows, and statutory retention dates to avoid missed obligations or evidence gaps.

Negotiation Window:

Allow a defined period (e.g., 7–30 days) to review and propose edits

Milestone Payments:

Tie payment to acceptance events and invoice payment terms

Acceptance Testing:

Provide a fixed review period after delivery (commonly 7–30 days)

Warranty Period:

Define defect remedy window (commonly 30–180 days)

Record Retention:

Retain executed agreements per applicable retention rules

Common Mistakes to Avoid

Vague scope or deliverables that invite scope creep and billing disputes.
Missing or ambiguous acceptance criteria that delay milestone payments and approvals.
Unclear IP assignment language that creates ownership disputes over source code and deliverables.
Allowing unauthorized signers to bind an entity, risking unenforceability and payment complications.

Key Risks and Potential Consequences

Breach Damages: Monetary damages, injunctions, or specific performance

IP Disputes: Litigation over ownership and royalty claims

Payment Liens: Contractor claims or mechanics liens in some projects

Tax Reporting: Incorrect contractor classification or missing W-9 triggers withholding

Regulatory Exposure: HIPAA or export-control violations for regulated data

Signature Invalidity: Contracts voided for lack of proper signer authority

eSignature Pricing and Feature Snapshot for Executing Agreements

Compare core pricing and features for common eSignature providers; signNow is listed first per standard comparison layout.

	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	30-day free trial	7-day free trial	Free plan available	Free plan available
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 by plan	Varies by plan	Varies by plan

Real-World Examples of Use

These brief case notes show how organizations used a product development agreement to manage risk and execution across projects.

Optica Ventures LLC

Optica used the agreement to streamline engagements with portfolio companies and standardize deliverables.

Reduced turnaround and signer confusion in distributed teams.
Brian Fitzgibbons, COO, said: "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Xerox (NetSuite Operations)

Xerox used the agreement to align signatures with ERP-integrated workflows and contract lifecycle tools.

Improved integration with internal systems.
Kodi-Marie Evans, Director of NetSuite Operations, said the solution provided flexibility to get signatures on the right documents and formats.

Practical Tips for Accurate and Efficient Completion

Follow these best practices to reduce negotiation time and execution errors.

Draft Clear Acceptance Criteria

Write measurable acceptance tests for each deliverable, including sample inputs and expected outputs. Clear criteria reduce disputes, speed approvals, and align engineering, QA, and client expectations across milestone handoffs.

Define IP and Licensing Up Front

Specify ownership of work product, preexisting IP, and any licenses granted to the client or retained by the developer. Address third-party components and open-source obligations to avoid late-stage renegotiation.

Include Change-Order Procedures

Add a formal change-order process with approval steps, pricing method, and schedule impact rules. This prevents scope creep and ensures agreed billing for additional work without informal, undocumented expansions.

Use Secure eSign with Audit Trails

Select an eSignature workflow that records timestamps, signer identity, and IP addresses for each action. Maintain organized archives and backup signed PDFs to support compliance and dispute resolution.

Frequently Asked Questions and Practical Answers

Answers to common execution and compliance questions for Product Development Services Agreements used in U.S. transactions.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures generally have the same legal effect under the ESIGN Act (15 U.S.C. §7001) and UETA in most states, provided intent, consent, attribution, and record retention requirements are met.
When is notarization or witnesses required?
Most jurisdictions do not require notarization for commercial contracts; exceptions exist for certain real-estate-related assignments or state-specific formalities. Check state law before relying on notarization for enforceability.
What if the signer lacks authority?
If an apparent agent signs without actual authority, the agreement may be voidable and expose the signer and organization to liability; confirm signatory authority and capture job title and authorization in the signature block.
How are intellectual property rights handled?
IP allocation must be explicit: assign, license, or reserve rights in clear terms. For software, include source-code assignment or license language and consider escrow where ongoing access is mission-critical.
How should I amend the agreement after execution?
Use a written amendment signed by authorized representatives of all parties. Oral modifications are risky; require writing and signatures or documented electronic consent per the agreement's amendment clause.
Where should executed copies be stored?
Keep executed PDFs and audit trails in secure document repositories with access controls and backups. Retain records per federal and industry rules such as IRC §6501(a) and 45 CFR §164.530(j) for healthcare records.

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