Can an annexure be signed electronically?

Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA in adopted jurisdictions, provided intent, consent, attribution, and retrievability are present.

How do I incorporate an annexure into the PSA?

Reference the PSA by title and date, state that the annexure is 'incorporated by reference', and ensure both parties sign; clear incorporation avoids conflicts over precedence.

Who needs authority to sign the annexure?

An authorized corporate officer or delegated signatory should sign; confirm signature authority in corporate records to prevent later challenges to validity.

Is notarization required for an annexure?

Generally no for commercial services contracts, but certain states or specific transaction types may require acknowledgement or notarization—verify state rules when real estate or statutory filings are involved.

How do I amend or replace an annexure?

Follow the PSA’s amendment clause: prepare a written amendment referencing the annexure, obtain required approvals, and attach the signed amendment to the contract folder.

How long should I keep executed annexures?

Retain executed annexures for the agreement term plus at least three years; follow industry-specific rules such as 6 years for HIPAA-related records (45 CFR §164.530(j)).

Electronic Signature
Templates
Legal
Professional Services Agreement Annexure

Professional Services Agreement Annexure

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PROFESSIONAL SERVICES AGREEMENT ANNEXURE

This Annexure to the Professional Services Agreement is entered into as of the day of , between Client Name: (the "Client") and Service Provider Name: (the "Provider"). This Annexure sets out the specific services, deliverables, schedule, and payment terms pursuant to the Agreement.

RECITALS

WHEREAS, the Client and the Provider have entered into a Professional Services Agreement under which the Provider may supply certain services to the Client; and

WHEREAS, the parties desire to set forth in this Annexure the detailed scope of Services, Deliverables, Acceptance Criteria, Fees and other terms applicable to the Services described herein; and

WHEREAS, capitalized terms used in this Annexure shall have the meanings set forth in the Agreement unless otherwise defined in this Annexure.

NOW THEREFORE, in consideration of the mutual covenants contained herein and in the Agreement, the parties agree as follows.

1. DEFINITIONS

1.1 "Services" means the professional services to be performed by the Provider as described in Section 2 below. 1.2 "Deliverables" means tangible or electronic items to be delivered to the Client as specified in Section 3. 1.3 "Acceptance" means the Client's written confirmation that a Deliverable meets the Acceptance Criteria in this Annexure. 1.4 "Milestone" means a discrete point of progress identified in the Schedule.

2. SCOPE OF SERVICES

The Provider shall perform the Services described below in a professional and workmanlike manner consistent with industry standards.

Detailed Scope of Services

3. DELIVERABLES AND ACCEPTANCE

3.1 The Provider shall deliver the Deliverables set forth below and shall comply with the Acceptance Criteria specified for each Deliverable. 3.2 Unless otherwise agreed in writing, the Client will review each Deliverable within the acceptance period and provide either written Acceptance or reasonable documented objections.

List of Deliverables and Acceptance Criteria

4. FEES AND PAYMENT

4.1 Fees for Services shall be as specified below. All fees are exclusive of taxes unless otherwise required by law. 4.2 The Provider shall invoice the Client in accordance with the Payment Schedule and supporting documentation; payment is due within the number of days set forth below from Client's receipt of a correct invoice.

Fee Type (select applicable)

Fixed fee Time and materials

Total Fee (if fixed) Payment Schedule and Terms Invoice Payment Terms (days)

5. EXPENSES

The Client shall reimburse the Provider for reasonable out-of-pocket expenses incurred in performing the Services, subject to any cap and prior written approval set forth below.

Expense Approval Threshold Expense Reimbursement Procedure

6. TERM AND TERMINATION

6.1 This Annexure commences on the Effective Date set forth above and continues until completion of the Services unless earlier terminated in accordance with this Annexure or the Agreement. 6.2 Either party may terminate this Annexure for material breach if the breach is not cured within thirty (30) days after written notice; termination shall be without prejudice to rights accrued prior to termination.

Expected Term or Completion Date

7. CHANGE ORDERS

Any change to the Services or Deliverables shall be documented in a written change order signed by authorized representatives of both parties. Change orders will specify adjustments to scope, schedule and fees and neither party shall be obligated to proceed without an executed change order.

Change Order Procedure

8. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

8.1 Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall only use such Confidential Information to perform its obligations hereunder. 8.2 Unless expressly set forth otherwise in the Agreement, all intellectual property created specifically for the Client and paid for under this Annexure shall be assigned to the Client upon full payment; Provider retains pre-existing materials and tools and grants the Client a non-exclusive license to the extent necessary to use the Deliverables.

Special IP or License Terms (if any)

9. INSURANCE AND COMPLIANCE

The Provider shall maintain all insurance required by the Agreement and any additional coverages reasonably required by the Client for the Services provided. Provider shall comply with all applicable laws and regulations in performing the Services.

Insurance Requirements / Limits

10. WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY

The Provider warrants that the Services will be performed in a professional manner consistent with industry standards for a period of ninety (90) days following Acceptance. Except as expressly provided, all other warranties are excluded to the fullest extent permitted by law. Liability of either party shall be limited as set forth in the Agreement or, if not specified, shall not exceed the total fees paid under this Annexure in the prior twelve (12) months. The Provider shall indemnify the Client for third-party claims arising from Provider's breach, negligence or willful misconduct.

Liability Cap (if different from Agreement)

11. NOTICES

All notices required or permitted under this Annexure shall be in writing and delivered in accordance with the Notices provision of the Agreement or to the addresses set forth below.

Client Notice Address Provider Notice Address

12. MISCELLANEOUS

12.1 Governing Law: This Annexure shall be governed by and construed in accordance with the laws specified in the Agreement or, if none, by the laws mutually agreed and indicated below. 12.2 Entire Agreement: This Annexure, together with the Agreement, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior proposals and understandings. 12.3 Severability: If any provision of this Annexure is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 12.4 Amendments and Waiver: No amendment or waiver of any provision of this Annexure shall be effective unless in writing and signed by authorized representatives of both parties. 12.5 Counterparts: This Annexure may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

Governing Law (state or jurisdiction)

EXECUTION

The parties have caused this Annexure to be executed by their duly authorized representatives as of the date first written above.

Client:

By:

Date:

Provider:

By:

Date:

What the Professional Services Agreement Annexure Is

A Professional Services Agreement Annexure is a supplemental document attached to a primary professional services agreement (PSA) that records additional terms, detailed scope items, pricing schedules, or project-specific deliverables. Annexures clarify responsibilities, incorporate technical or legal requirements by reference, and help avoid ambiguity in the main contract. They are commonly used to add task lists, payment milestones, work locations, service level metrics, or third-party obligations without redrafting the master PSA. Annexures are typically incorporated by reference and become enforceable parts of the agreement when the parties sign them.

Why an Annexure Matters for Clarity and Enforceability

An annexure lets parties record granular project details—schedules, rates, deliverables—while keeping the PSA concise. It reduces dispute risk by making technical obligations explicit and preserves the master agreement’s change control procedures.

Who Typically Prepares and Signs an Annexure

Annexures are used by a range of stakeholders who need precise task, pricing, or schedule detail tied to a PSA.

Service providers and project managers who define deliverables, milestones, and acceptance criteria.
Procurement, legal, and contracting teams who document rates, payment schedules, and amendment authority.
Clients and sponsor representatives who approve scope changes and confirm responsibilities.

Keep signatory authority and version control clear so the annexure is enforceable and auditable by both parties.

Core Parts to Include in a Professional Services Agreement Annexure

A complete annexure contains elements that connect it to the master agreement and make obligations measurable and enforceable.

Identification

Title the annexure, reference the main PSA by date and parties, and assign an annexure number to avoid version confusion.

Scope of Work

Precisely describe tasks, deliverables, acceptance criteria, and any exclusions so performance expectations are unambiguous and testable.

Pricing and Payment

List rates, invoicing intervals, expense rules, and milestone payments; specify currency and payment terms to reduce billing disputes.

Schedule and Milestones

Provide start and end dates, milestone triggers, delivery deadlines, and any liquidated damages or extension provisions.

Technical or Legal Requirements

Attach technical specifications, compliance obligations, confidentiality addenda, or HIPAA/NDA attachments where applicable.

Signatures and Authority

Include signature blocks with printed names, titles, dates, and a statement that the annexure is incorporated into the PSA.

Essential Fields to Capture in the Annexure

Parties: Legal entity names

Reference: PSA date and identifier

Effective Date: MM/DD/YYYY format

Scope Summary: Short deliverable title

Payment Terms: Rates and schedule

Signatory Details: Name, title, date

Step-by-Step: Completing an Annexure

Follow a simple sequence to prepare, review, and finalize an annexure so it integrates cleanly with the PSA.

01

Draft: Create annexure text tied to the PSA reference and number all exhibits.
02

Review: Legal and project teams verify scope, pricing, and compliance language.
03

Approve: Authorized signatories confirm authority and sign the annexure.
04

Attach: Attach to PSA, update version control, and distribute executed copies.

Configuring an Online Annexure Workflow

Set up a consistent digital workflow for drafting, routing, and capturing signed annexures for auditability.

Field	Configuration
Template	Create a reusable annexure template with locked reference fields
Conditional Fields	Show rate tables only when hourly billing selected
Signer Order	Specify sequential or parallel signing as needed
Authentication	Enable email link or SMS code signer verification

Where to Send or File an Executed Annexure

After execution, route the annexure to the right parties and record-keeping systems to maintain compliance and traceability.

Contract Repository: Store executed annexure under the PSA folder in your contract management system.
Accounting: Send pricing and billing attachments to accounts payable for invoicing setup.
Project Team: Deliver final scope and milestone documents to the project manager and delivery leads.
Legal: Keep a signed PDF and audit trail for dispute defense and compliance reviews.

Delivering Annexures Electronically

Choose platforms that preserve the document, capture signer identity, and retain an auditable trail.

Formats Supported: PDF, DOCX preserved with flattened signatures
Integrations: CRM and cloud storage connectors for automatic filing
Security: TLS in transit and AES-256 at rest

Ensure the chosen system supports ESIGN/UETA compliance, preserves timestamps and signer attribution, and provides exportable audit records for legal review.

Common Timing and Notice Requirements to Track

Annexures often introduce or modify time-based obligations; record and communicate deadlines clearly to avoid breaches.

Effective Date:

Date obligations commence; use MM/DD/YYYY for clarity

Milestone Deadlines:

Specific delivery dates tied to payments

Payment Due:

Net 30, Net 45, or other specified invoice terms

Renewal Notice:

Advance written notice period for renewals or extensions

Record Retention:

How long executed annexures are retained for audit

Key Milestones in Annexure Processing

A typical annexure passes through a sequence of drafting, approval, execution, and filing milestones.

01

Draft Completed

Stakeholders finalize scope and pricing before review

02

Legal Review

Legal confirms incorporation language and risk clauses

03

Authorized Signature

Signatories execute the annexure and date it

04

Archive and Distribution

Store executed copy and distribute to relevant teams

How an Annexure Differs from the Master PSA

Compare the annexure and master PSA to confirm scope, amendment rules, and enforceability roles.

Criteria	Annexure	Master PSA
Purpose	detail additions	core contractual terms
Signatories	same authorized parties	same authorized parties
Amendment	follows psa change control	governs change control
Length	short, targeted	comprehensive

eSignature Vendor Pricing Snapshot for Annexures

Common vendor pricing models vary by per-user or per-signature billing; choose a model that aligns to your annexure volume and compliance needs.

	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	Varies	Varies	Varies	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Varies	Varies	Varies	Varies
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Common Preparation Mistakes to Avoid

Failing to reference the master PSA clearly, which can create ambiguity about incorporation and precedence.
Using vague scope language like 'as required' that leaves deliverables and acceptance undefined and invites disputes.
Mismatching party names or signatory titles so the annexure may be challenged for lack of authority.
Omitting payment mechanics or invoicing instructions that result in delayed payments or billing disagreements.

Consequences of an Incorrect or Incomplete Annexure

Unenforceable Terms: Faulty incorporation may render annexure clauses unenforceable

Billing Disputes: Unclear fees can trigger delayed payments and collections cost

Compliance Violations: Missing HIPAA or data clauses can create regulatory exposure

Tax Consequences: Incorrect billing characterization may trigger IRS review

Contractual Liability: Ambiguous indemnities increase litigation risk

Signature Defects: Improper or unauthenticated signatures can void execution

Frequently Asked Questions

Answers to typical questions about execution, e-signing, amendments, and retention to help avoid routine pitfalls.

Need help? Contact support

Can an annexure be signed electronically?
Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA in adopted jurisdictions, provided intent, consent, attribution, and retrievability are present.
How do I incorporate an annexure into the PSA?
Reference the PSA by title and date, state that the annexure is 'incorporated by reference', and ensure both parties sign; clear incorporation avoids conflicts over precedence.
Who needs authority to sign the annexure?
An authorized corporate officer or delegated signatory should sign; confirm signature authority in corporate records to prevent later challenges to validity.
Is notarization required for an annexure?
Generally no for commercial services contracts, but certain states or specific transaction types may require acknowledgement or notarization—verify state rules when real estate or statutory filings are involved.
How do I amend or replace an annexure?
Follow the PSA’s amendment clause: prepare a written amendment referencing the annexure, obtain required approvals, and attach the signed amendment to the contract folder.
How long should I keep executed annexures?
Retain executed annexures for the agreement term plus at least three years; follow industry-specific rules such as 6 years for HIPAA-related records (45 CFR §164.530(j)).

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