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Project Exhibit Document

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PROJECT EXHIBIT DOCUMENT

This Project Exhibit Document ("Exhibit") is attached to and incorporated into the Master Services Agreement or related Agreement identified below. Client Name: and Contractor Name: agree as follows.

WHEREAS

WHEREAS, Client has engaged Contractor to perform certain professional services and deliverables described herein; and

WHEREAS, this Exhibit sets forth the specific scope, schedule, payment terms and additional terms that govern the particular project identified as: Project Title:

WHEREAS, this Exhibit is effective as of Effective Date: and is governed by the terms of the Agreement.

SCOPE OF WORK

Contractor shall perform the work described below and deliver the specified deliverables in accordance with the schedule and acceptance criteria set forth in this Exhibit.

MILESTONES & SCHEDULE

The following milestones are material obligations. Dates are estimated and subject to change only by a written change order signed by both parties.

PAYMENT TERMS

Compensation for the services and deliverables described in this Exhibit shall be as follows.

In addition to other remedies, unpaid amounts shall accrue interest at the rate specified above and Contractor may suspend performance after ten (10) days' written notice of delinquency.

TERM AND TERMINATION

This Exhibit shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Exhibit or the Agreement.

Either party may terminate this Exhibit for material breach if the breach remains uncured thirty (30) days after written notice, except that termination for non-payment shall follow the notices and cure periods set forth above.

CONFIDENTIALITY

Each party shall protect Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care. Confidential Information excludes information that is independently developed, publicly known without breach, or rightfully received from a third party.

INTELLECTUAL PROPERTY

Except as expressly provided herein, Contractor retains ownership of pre-existing materials and tools. Client shall receive a license to use Deliverables upon full payment. If parties elect Work for Hire, check the box below to effect assignment.

ACCEPTANCE CRITERIA

CHANGE ORDERS

Any modification to scope, schedule or price shall be made only by a written change order referencing this Exhibit, signed by authorized representatives of both parties. Change orders shall specify any adjustment to fees, schedule, and acceptance criteria.

GOVERNING LAW; ENTIRE AGREEMENT

This Exhibit shall be governed by and construed in accordance with the laws of: without regard to conflict of laws principles. This Exhibit, together with the Agreement, constitutes the entire agreement between the parties with respect to the project and supersedes all prior understandings, whether written or oral.

REPRESENTATIONS, INDEMNITY & LIMITATION

Each party represents that it has authority to enter this Exhibit. Contractor shall indemnify Client against third-party claims arising from Contractor's gross negligence or willful misconduct. Except as to liability for personal injury or willful misconduct, each party's aggregate liability arising out of or related to this Exhibit shall not exceed the amounts paid under this Exhibit.

MISCELLANEOUS

Notices shall be delivered in the manner specified in the Agreement. If any provision of this Exhibit is unenforceable, the remainder shall remain in full force and effect. This Exhibit may be executed in counterparts, each of which is an original.

ADDITIONAL TERMS / ATTACHMENTS

By signing below, the parties acknowledge and agree that this Exhibit is incorporated into the controlling Agreement and that the persons signing have authority to bind their respective parties.

Client

Printed Name:

By:

Date:

Contractor

Printed Name:

By:

Date:

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What a Project Exhibit Document Is and when it’s used

A Project Exhibit Document is an attachment to a primary agreement that specifies project-specific details such as scope, deliverables, schedule, acceptance criteria, and attachments. It serves to isolate technical or operational terms from the main contract while remaining legally integrated by reference. Exhibits commonly include billable items, project milestones, testing protocols, and role responsibilities so parties can update project particulars without reworking core contract clauses. Use exhibits when a project requires repeatable, modular specifications that may change independently of the master services agreement.

Why a clear Project Exhibit matters for contract certainty

A well-crafted Project Exhibit Document reduces ambiguity about deliverables, timelines, and acceptance tests and helps enforce payment and warranty obligations. It creates an auditable reference for project execution and dispute resolution while keeping the master contract concise and stable.

Why a clear Project Exhibit matters for contract certainty

Typical teams and stakeholders who prepare or rely on exhibits

Project managers, procurement and contracting teams, legal counsel, and client account leads commonly prepare or review Project Exhibit Documents before signature.

  • Project managers and technical leads responsible for defining deliverables and acceptance criteria during procurement and implementation.
  • Procurement or contracts teams that align pricing, payment schedules, and change order procedures with corporate policy.
  • Legal and compliance reviewers who verify incorporation by reference, governing law, and signature authority before execution.

Collaboration among those roles reduces rework and speeds approvals by ensuring technical and commercial terms match operational expectations.

Who can sign and represent each party

Authorized Company Representative

A corporate officer or delegated signatory with written authority to bind the company. Confirm signing authority in a board resolution, corporate bylaw excerpt, or delegation letter to avoid challenges to enforceability.

Project Manager or PMO Lead

A named project manager may sign acceptance sections or attach certifications if the contract expressly allows operational sign-offs; legal should confirm that such sign-offs do not substitute for executed amendments.

Essential parts to include in a professional Project Exhibit

A complete exhibit groups project specifics into clear, enforceable sections so business, legal, and operational teams can act on the same set of terms without ambiguity.

Exhibit Title

Name the exhibit clearly (for example, Exhibit A: Project Scope) and reference it within the main agreement so parties and courts can identify the document unambiguously if disputes arise.

Scope of Work

Describe tasks, deliverables, and boundaries in measurable terms. Define what is excluded to prevent scope creep and set expectations for change orders and additional compensation.

Deliverables and Formats

List deliverables with file formats, quantity, acceptance criteria, and delivery method. Attach templates or sample files when practical to remove interpretation gaps.

Project Schedule

Provide milestone dates, lead times, and dependencies. State time-zone conventions and calendar rules for computing business days and response times.

Payment and Pricing

Specify fixed fees, unit pricing, invoicing milestones, and any retainers. Clarify tax responsibility, payment terms, and conditions for withholding or liquidated damages.

Acceptance Criteria

Define objective tests, review periods, remedy windows, and rejection procedures. Tie acceptance to invoicing where appropriate to avoid billing disputes.

Step-by-step: completing and executing a Project Exhibit

Follow a defined sequence to draft, review, approve, sign, and store the exhibit for reliable project onboarding.

  • 01
    Draft the exhibit: Capture scope, deliverables, schedule, and payment details in clear sections.
  • 02
    Legal and commercial review: Confirm governing law, incorporation by reference, and signature authority.
  • 03
    Get operational sign-off: Obtain technical acceptance from project owners before final approval.
  • 04
    Execute and archive: Sign all copies, distribute executed PDF, and retain audit trail.

Configuring an online signing workflow for exhibits

Use consistent workflows to standardize approvals, reduce errors, and capture a complete audit trail for each executed exhibit.

Field Configuration
Signer Order Sequential or parallel signing with role-based assignments.
Conditional Fields Show fields only when specific checkboxes or choices apply.
Authentication Level Email link, SMS code, or advanced ID verification as required.
Storage Location Choose cloud folder, naming convention, and retention policy.

How online execution flows typically proceed

A straightforward signing flow reduces friction and preserves evidence for contract enforcement.

  • Prepare document: Upload exhibit and add fillable fields.
  • Invite signers: Send via email or share a secure link.
  • Signer authentication: Confirm identity using chosen method.
  • Finalize and deliver: Capture audit trail and distribute executed copy.

Technical and integration considerations for electronic exhibits

Confirm platform support for required file types, integrations, and authentication before starting e-execution.

  • File formats: PDF, DOCX, and PDF/A support for long-term storage.
  • Integrations: Salesforce, NetSuite, Google Workspace, and other connectors.
  • Authentication: Email, SMS, KBA, and SSO options available.

Comparison: common eSignature solutions for signing Project Exhibits

Compare baseline pricing and feature presence across vendors when selecting a solution to execute Project Exhibit Documents electronically; signNow appears first by design.

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

Real-world examples showing how exhibits are used

These examples illustrate how organizations attach and operate exhibits in practice.

Martin Properties / Tim Martin

The exhibit captured detailed delivery milestones for property management software deployment.

  • The exhibit tied payments to milestone acceptance.
  • Tim Martin reported the exhibit allowed fully online execution across devices, preserving evidence and speeding project start while maintaining compliance with contract terms and audit requirements.

Optica Ventures / Brian Fitzgibbons

An exhibit defined deliverable formats and sample data requirements for client onboarding.

  • This reduced back-and-forth clarifications.
  • Brian Fitzgibbons noted clearer technical direction reduced implementation errors and accelerated customer acceptance cycles without changing the master agreement.

Practical tips to prepare accurate, enforceable exhibits

Adopt standardized templates and review checklists to reduce variability and legal exposure when producing exhibits.

Confirm party identities and authority
Validate the legal names and signing authority before execution. Keep delegation documents on file to avoid post-execution challenges to enforceability.
Use measurable acceptance criteria
Define objective tests, samples, or metrics for acceptance. Vague language increases the risk of disputed invoices and acceptance delays.
Version and reference consistently
Include exhibit version numbers and reference the effective date in both exhibit and master agreement to prevent confusion over which terms apply.
Keep exhibits modular and concise
Limit each exhibit to a single subject (scope, pricing, SLAs). Modular exhibits are easier to amend and reduce the need to renegotiate the entire contract.

Security, compliance, and technical assurances to consider

Encryption in transit: TLS 1.2/1.3
Encryption at rest: AES-256
Major certifications: SOC 2 Type II, ISO 27001
Health care compliance: HIPAA (BAA required)
Regulatory frameworks: ESIGN, UETA, 21 CFR Part 11
Accessibility standard: WCAG 2.0 Level AA

Common risks and consequences when exhibits are incorrect

Enforceability challenge: Ambiguous terms may lead to contract disputes or delayed remedies.
Payment delays: Missing milestone linkage can prevent invoicing or trigger disputes.
Scope disputes: Unclear deliverables lead to change orders and cost overruns.
Audit failures: Poor recordkeeping can affect regulatory or tax audits.
Data exposure: Insufficient security controls can trigger privacy breaches.
Noncompliance costs: Industry-specific rules (HIPAA, SEC) may impose penalties.

How a Project Exhibit differs from related contract documents

A concise comparison clarifies when to use an exhibit versus a separate document type to capture project requirements.

Criteria Project Exhibit Statement of Work
Primary purpose supplement master contract standalone project contract
Amendment frequency often amended replaced or renegotiated
Level of detail operational specifics end-to-end obligations
Signature linkage executed with master agreement may be standalone executed document

Frequently asked questions about Project Exhibit Documents

Answers to common questions about drafting, signing, and enforcing exhibits, including eSignature and retention considerations.


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