Are eSignatures legally enforceable?

Yes. The ESIGN Act (15 U.S.C. §7001) and UETA provide that electronic signatures have the same legal effect as handwritten signatures for most transactions in the United States when intent and consent are present.

When is a notary required?

Usually private subcontract agreements do not require notarization. Notarization may be needed for specific state-altered documents or where a party requests an acknowledged signature for recordation.

Do I need a BAA for healthcare work?

If the subcontractor will access protected health information, include a HIPAA-compliant Business Associate Agreement and ensure the vendor supports BAAs.

Can I change the agreement after signing?

Changes require an amendment signed by all parties. Avoid informal email modifications; attach a signed amendment that details revised terms and effective dates.

How do I confirm the signer’s authority?

Verify corporate signatory authority via board resolution or certificate of incumbency and require printed name and title in the signature block.

How long should I retain executed agreements?

Retain for the contract term plus at least 3 years; follow industry rules for longer periods such as HIPAA (6 years) or tax-related retention per IRC §6501(a).

Electronic Signature
Templates
Legal
Professional Subcontracted Services Agreement

Professional Subcontracted Services Agreement

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

PROFESSIONAL SUBCONTRACTED SERVICES AGREEMENT

This Professional Subcontracted Services Agreement (the Agreement) is made and entered into as of by and between Contractor: , entity type Individual Corporation LLC Other, with principal place of business at ; and Client: , entity type Individual Corporation LLC Other, with principal place of business at .

RECITALS

WHEREAS, Client requires certain professional services described herein and desires to engage Contractor as a subcontractor to perform such services; and

WHEREAS, Contractor represents that it has the experience, qualifications and personnel necessary to perform the services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms governing the nature, scope, compensation and other obligations related to the subcontracted services.

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

1. DEFINITIONS

1.1 "Services" shall mean the professional services described in Section 2 and Attachment A. "Deliverables" shall mean the tangible work product resulting from the Services.

2. SCOPE OF SERVICES

2.1 Contractor shall perform the Services described below in accordance with the timelines and specifications set forth in Attachment A. Contractor shall provide competent personnel and shall perform Services in a professional and workmanlike manner consistent with industry standards.

Brief description of Services (standalone)

3. TERM; TERMINATION

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

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate immediately for material breach if such breach remains uncured for days after written notice specifying the breach.

4. COMPENSATION; INVOICING; EXPENSES

4.1 Compensation. Client shall pay Contractor fees as follows: .

Rate or Amount

4.2 Invoicing. Contractor shall submit monthly invoices detailed by task and hours or milestones completed. Payment is due within days of receipt of a proper invoice.

4.3 Expenses. Client shall reimburse preapproved out-of-pocket expenses incurred by Contractor upon submission of receipts and documentation.

5. INDEPENDENT CONTRACTOR; NO AGENCY

5.1 Status. Contractor is an independent contractor and not an employee, agent or partner of Client. Contractor shall be responsible for all federal, state and local taxes, withholdings and benefits for its personnel.

5.2 No Authority to Bind. Contractor has no authority to bind Client or to incur obligations on behalf of Client except as expressly provided in this Agreement.

6. CONFIDENTIALITY; INTELLECTUAL PROPERTY

6.1 Confidential Information. Each party shall maintain in confidence all proprietary or confidential information of the other party disclosed in connection with this Agreement and shall not use such information except to perform its obligations hereunder.

6.2 Ownership of Deliverables. Unless otherwise agreed in writing, all Deliverables created specifically for Client under this Agreement shall be deemed "work made for hire" and ownership shall vest in Client upon full payment. Contractor shall retain ownership of Contractor's preexisting materials and tools and grants Client a nonexclusive license to any Contractor-owned materials incorporated into Deliverables.

7. WARRANTIES; DISCLAIMERS

7.1 Contractor warrants that Services will be performed in a professional manner consistent with industry standards. For any breach of this warranty, Contractor's sole obligation shall be to re-perform the deficient Services at no additional charge.

7.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from Contractor's breach of this Agreement, negligence or willful misconduct.

8.2 Client shall indemnify Contractor for claims arising from Client's breach, negligent instructions or unlawful use of the Deliverables.

9. INSURANCE

Required insurance coverage (standalone)

10. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Contractor under this Agreement during the preceding months.

11. NOTICES

All notices, approvals and consents under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party designates in writing.

Contractor Notice Address Client Notice Address

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles.

13.2 Entire Agreement. This Agreement, including all attachments and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

SIGNATURES

Contractor:

By:

Date:

Client:

By:

Date:

What the Professional Subcontracted Services Agreement Is

A Professional Subcontracted Services Agreement is a written contract that sets the terms under which a subcontractor performs defined professional services for a primary contractor or client. It allocates responsibilities such as scope of work, deliverables, schedule, payment terms, insurance and indemnity, intellectual property ownership, and confidentiality. The agreement clarifies performance standards, acceptance criteria, change-order procedures, and dispute resolution mechanisms so parties understand obligations before work begins and reduce downstream disagreements. It is a contract between private parties and typically does not require public filing.

Why this Agreement Matters for Risk Management and Delivery

Using a clear subcontracted services agreement reduces ambiguity about roles, preserves contractual remedies, protects confidential and proprietary information, allocates liability and insurance responsibilities, and sets payment and termination conditions to avoid costly disputes or project delays.

Who commonly prepares or signs this agreement

Typical parties include prime contractors, independent professionals, consultants, and contracting firms that engage third-party specialists to perform defined tasks under a larger contract.

Prime Contractor — enterprise or small business managing a project and hiring specialists
Subcontractor — independent consultant, firm, or contractor providing scoped professional services
Procurement/Legal — teams that review contract terms, compliance, and risk allocation

The document is also used by procurement teams, project managers, corporate legal departments, and small businesses to formalize relationships and protect project scope and payment terms.

Core Sections to Include in the Agreement

A complete agreement organizes essential commercial and legal terms so duties, timing, compensation, and risk allocation are explicit and enforceable in case of dispute.

Scope of Work

Detailed description of tasks, deliverables, milestones, acceptance criteria, and any excluded items to prevent scope creep and set performance expectations.

Compensation

Payment structure, rates, invoicing schedule, retainers, expense reimbursement, late payment interest, and conditions for withholding or setoffs.

Term & Termination

Effective date, contract duration, termination for convenience and cause, notice periods, and obligations on termination such as final deliverables and final accounting.

IP & Ownership

Who owns work product, licensing terms, assignment of deliverables, and any pre-existing intellectual property carve-outs or usage rights.

Confidentiality

Nondisclosure obligations, permitted disclosures, return or destruction of materials, and duration of confidentiality obligations post-termination.

Liability & Insurance

Indemnity clauses, liability caps, insurance requirements (professional liability, general liability), and required certificates of insurance.

Step-by-step: Fill, Sign, and Finalize the Agreement

Follow these sequential steps to prepare, review, execute, and distribute a completed subcontracted services agreement.

01

Prepare Draft: Populate parties, scope, dates, and payment fields before internal review.
02

Internal Review: Legal and procurement verify liabilities, IP, and insurance terms.
03

Signatures: Obtain authorized signatures and dates from all parties.
04

Distribute Copies: Provide executed PDFs with audit trail to stakeholders and file retention system.

Typical Digital Workflow Settings for eSigning

Configure signing order, authentication, templates, and storage settings to match your organization’s approval and compliance requirements.

Field	Configuration
Signing Order	Sequential or parallel signer routing
Authentication	Email link, SMS code, or KBA options
Notifications	Automated reminders and expiry notices
Storage	PDF with audit trail and versioning

Platforms and File Types to Use for eSigning

Ensure the platform can retain, export, and reproduce signed records for legal and regulatory review without altering the document contents.

File Formats: PDF, DOCX, and searchable formats supported
Integrations: CRM and storage connectors such as Salesforce
Audit Trail: Timestamps, IP addresses, and signer actions

Key Dates and Timing Considerations

Document dates determine when obligations begin, when invoices are payable, and the deadlines for change orders and termination notices.

Effective Date:

Enter as MM/DD/YYYY; obligations begin on this date

Performance Milestones:

List deliverable due dates and acceptance windows

Invoice Due Dates:

Specify payment terms such as Net 30 or Net 45

Notice Periods:

State required days for termination and cure periods

Warranty Periods:

Define duration and scope of remedial obligations

Project Milestones and Approval Checkpoints

Use a milestone sequence to align deliverables, review cycles, and payment triggers across prime and subcontractor teams.

01

Draft Approval

Contract draft reviewed and approved by stakeholders

02

Execution

All parties sign and date the agreement

03

Work Commencement

Subcontractor begins work per agreed start date

04

Final Acceptance

Client accepts final deliverables and releases final payment

Common Preparation Mistakes to Avoid

Vague scope of work that creates disputes over what is included and leads to change-order disagreements and unexpected costs.
Failing to specify payment schedule or acceptance criteria, causing invoicing disputes and delayed payments.
Omitting insurance or indemnity language, which exposes one party to uncovered liabilities and litigation risk.
Allowing unauthorized signatories to execute the agreement without verifying board or corporate signature authority, jeopardizing enforceability.

Penalties and Risks from an Incorrect Agreement

Payment Disputes: Work halted; collections and legal fees

Liability Exposure: Uncapped indemnities increase risk

IP Loss: Rights not assigned properly

Regulatory Noncompliance: HIPAA or industry rule violations

Enforceability Issues: Invalid signatures or missing authorization

Insurance Gaps: Claims denied for inadequate coverage

Security and Compliance Considerations

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

Certifications: SOC 2 Type II and ISO 27001 available

HIPAA: BAA required for protected health information

ESIGN/UETA: Electronic signature legal frameworks

21 CFR Part 11: FDA-compliant options available

Accessibility: WCAG 2.0 Level AA conformance

Comparison: eSignature Vendors for Subcontracted Agreements

Platform choice affects cost, bulk sending, and compliance options. The table summarizes key pricing and capability differences across common vendors with signNow listed first.

	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 by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Real-world Examples of Using eSignatures for Subcontracts

Organizations across sectors rely on eSign to speed execution and maintain compliance while keeping centralized records and audit trails.

Optica Ventures LLC

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

Their ease of use shortened signature cycles.
The streamlined workflow reduced turnaround and improved customer satisfaction without added overhead.

Martin Properties

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

Mobile and offline signing options matter.
Whether on mobile or offline, the team completed signatures faster and kept compliant records for audits and closing files.

Frequently Asked Questions and Troubleshooting

Answers to common questions about enforceability, eSignature validity, notarization, and updating subcontracted services agreements.

Need help? Contact support

Are eSignatures legally enforceable?
Yes. The ESIGN Act (15 U.S.C. §7001) and UETA provide that electronic signatures have the same legal effect as handwritten signatures for most transactions in the United States when intent and consent are present.
When is a notary required?
Usually private subcontract agreements do not require notarization. Notarization may be needed for specific state-altered documents or where a party requests an acknowledged signature for recordation.
Do I need a BAA for healthcare work?
If the subcontractor will access protected health information, include a HIPAA-compliant Business Associate Agreement and ensure the vendor supports BAAs.
Can I change the agreement after signing?
Changes require an amendment signed by all parties. Avoid informal email modifications; attach a signed amendment that details revised terms and effective dates.
How do I confirm the signer’s authority?
Verify corporate signatory authority via board resolution or certificate of incumbency and require printed name and title in the signature block.
How long should I retain executed agreements?
Retain for the contract term plus at least 3 years; follow industry rules for longer periods such as HIPAA (6 years) or tax-related retention per IRC §6501(a).

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