Are electronic signatures enforceable?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and record retention can be shown.

Do I need notarization or witnesses?

Most clean team agreements do not require notarization or witnesses for validity, but state-specific rules and particular instruments may require additional formalities; confirm with counsel for the governing state.

How should protected health information be handled?

If PHI is involved, include a Business Associate Agreement (BAA), apply HIPAA safeguards, and limit access. Breaches may trigger HIPAA obligations under 45 CFR §164.500 et seq.

What happens when the clean team period ends?

Follow return or certified destruction procedures in the agreement. Keep a signed certificate of destruction or return and preserve audit logs per retention policy.

Who should review the agreement before signing?

Have legal counsel and the information security or data custodian review scope, access controls, and retention clauses to ensure enforceability and compliance with applicable regulations.

How do I revoke or amend the agreement?

Use written amendments signed by authorized representatives. For revocation, follow termination clauses and document the return or destruction of materials to maintain an evidentiary trail.

Electronic Signature
Templates
Project Management
Project Management Clean Team Agreement

Project Management Clean Team Agreement

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Project Management Clean Team Agreement

Project Identification

Project ID Project Name

Client Name

Service Provider

Project Manager (Client) Project Manager (Provider)

Effective Date: . This Clean Team Agreement (Agreement) is entered into by Client Name: and Service Provider: for the limited purpose of permitting controlled disclosure and use of Confidential Information necessary to perform the identified project work while protecting competitively sensitive data and limiting competitive contact between the parties.

Scope of Work

Scope of Work (Detailed) Out-of-Scope Items

Clean Team Composition and Access

Clean Team Members (names, roles):

Access Controls and Physical/Logical Segregation:

Background Screening Required: Yes No

Permitted Information and Use Limitations

Permitted Confidential Information (categories):

Limitations on Use: Clean Team members shall use Confidential Information solely for the purposes set forth in the Scope of Work and shall not use such information to compete, bid, solicit, or for any purpose outside the Project. The parties agree that segregated clean team analyses, redacted summaries, and aggregated outputs may be provided only to designated non-clean-team personnel upon mutual written consent.

Deliverables and Acceptance Criteria

Deliverable 1 Description Acceptance Criteria 1 Deliverable 2 Description Acceptance Criteria 2

Timeline and Milestones

Project Start Date: Project End Date:

Key Milestones and Due Dates

Budget, Fees, and Change Orders

Total Budget / Fee Payment Schedule and Invoicing Change Order Procedure

Confidentiality and Data Handling

Definition of Confidential Information: For purposes of this Agreement, Confidential Information includes all non-public information disclosed by a Disclosing Party to the Receiving Party or the Clean Team, whether oral, written, or electronic, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Non-Disclosure and Non-Use Obligations: The Receiving Party and Clean Team members shall not disclose, disseminate, or otherwise make available Confidential Information to any person except as expressly permitted herein. The Receiving Party shall use Confidential Information solely to perform obligations under the Scope of Work. Any use for competitive analysis, solicitation, or bid preparation outside the Project is prohibited.

Data Retention, Return and Destruction

Upon termination or expiration of this Agreement, all Confidential Information shall be returned or destroyed within days, and the Receiving Party shall certify in writing that it has complied with this obligation, except for one archival copy retained solely for governance, compliance, or dispute purposes subject to continuing confidentiality obligations.

Security Measures and Subcontractors

Technical and Organizational Safeguards

Subcontractors and Third-Party Vendors: Use of any subcontractors by the Receiving Party that will access Confidential Information requires prior written consent of the Disclosing Party. Subcontractors must execute confidentiality obligations at least as protective as those set forth in this Agreement.

Breach Notification, Audit Rights, and Remedies

Security Incident Notification: The Receiving Party shall notify the Disclosing Party of any actual or suspected breach of Confidential Information security within hours of discovery and shall cooperate in good faith with investigation, mitigation, and regulatory reporting.

Audit and Verification Rights

Remedies: The parties agree that monetary damages may be inadequate to remedy a breach of confidentiality; injunctive relief and specific performance are available in addition to any other remedies at law or equity.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its breach of this Agreement, willful misconduct, or negligent acts in connection with the handling of Confidential Information.

Limitation of Liability: Except for liability arising from willful misconduct or breach of confidentiality obligations, neither party's aggregate liability for claims arising out of this Agreement shall exceed the total fees paid under the Project for the period in which the claim arose.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by the laws of the State of without regard to conflict of law principles. The parties agree to submit to the exclusive jurisdiction and venue of the state and federal courts located in that state unless otherwise mutually agreed in writing.

Notices

Client Notice Address Provider Notice Address

Mutual Representations and Term

Each party represents that it has full right and authority to disclose and receive Confidential Information pursuant to this Agreement. This Agreement shall commence on the Effective Date and continue until the later of completion of the Scope of Work or the expiration of confidentiality obligations as specified herein.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

Entire Agreement: This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes all prior discussions, representations, and agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

Client:

By:

Date:

Service Provider:

By:

Date:

What the Project Management Clean Team Agreement Is

A Project Management Clean Team Agreement is a written contract that creates a screened, limited-access team to receive, review, and manage competitively sensitive or confidential information during a project, transaction, or collaborative review. The agreement defines who may access the information, the permitted uses, data handling and security requirements, retention and destruction obligations, and the timeframe for the clean team. It also establishes remedies and reporting obligations for unauthorized disclosure and sets the rules for returning or destroying materials at the end of the engagement.

Why Use a Clean Team Agreement in Project Work

A Clean Team Agreement limits exposure of competitively sensitive data while enabling project progress, due diligence, or vendor evaluation. It reduces conflicts of interest, clarifies responsibilities, and documents agreed security controls and handling procedures to support enforceability and auditability.

Who typically implements and signs this agreement

Organizations adopt clean team agreements when confidential information must be shared selectively between internal groups or external parties during projects, M&A activity, vendor onboarding, or competitive bid evaluations.

Mergers & acquisitions teams and outside counsel responsible for due diligence, protecting competitive information during review.
Project managers and internal subject-matter experts tasked with separating operational work from competitively sensitive analysis.
Vendors, contractors, or advisors who need limited access to confidential project data under strict controls.

Use of a clean team reduces compliance risk and preserves the integrity of both operational delivery and competitive decision making.

Primary signatories and their roles

Project Manager

Project Manager — Signs to confirm scope, operational controls, and point of contact for clean team activities; responsible for enforcing access rules and reporting breaches.

Data Custodian

Data Custodian or IT Lead — Signs to acknowledge technical controls, data handling procedures, retention schedules, and obligations for secure transfer and destruction of sensitive materials.

Core elements to include in a professional Clean Team Agreement

A robust agreement balances operational needs with strict confidentiality and access controls; include clear scope, team composition, permitted uses, security measures, retention, and remedies.

Confidentiality Scope

Define precisely which documents, data sets, and information types are covered and exclude non-confidential or publicly available materials to avoid ambiguity.

Clean Team Composition

List roles and names or describe selection criteria for the screened team, including conflict-of-interest screening and limits on subsequent involvement in competitive decision making.

Permitted Uses

Specify permitted purposes (e.g., evaluation, integration planning) and prohibit any use for competitive advantage, pricing, or customer solicitation.

Access Controls

Detail technical and administrative safeguards: least-privilege access, segmented repositories, MFA, logging, and procedures for remote access.

Retention and Return

Set retention windows, secure deletion or return steps, and certification procedures when the clean team period ends or upon termination.

Remedies and Reporting

Specify injunctive relief, indemnities, audit rights, breach notification timelines, and escalation for suspected unauthorized disclosure.

Technical and compliance checkpoints to include

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

Audit Trail: Timestamps, IP, and action logs

HIPAA: BAA required for PHI handling

21 CFR Part 11: Required for FDA-regulated records

SOC 2: Controls and report availability

Retention: Preserve logs per policy

Step-by-step: creating and executing a Clean Team Agreement

Follow these discrete steps to prepare, approve, and operationalize a clean team so data sharing proceeds under controlled, auditable conditions.

01

Draft Agreement: Define scope, duration, and permitted uses.
02

Select Team: Identify screened members and backup personnel.
03

Implement Controls: Apply access controls, logging, and storage segmentation.
04

Execute and Monitor: Sign, distribute, and track access with audits.

How to configure the online workflow for execution

Set signer authentication, fields, and integrations before sending so execution and auditability are consistent.

Field	Configuration
Signer Authentication	Email link, SMS code, or stronger KBA
Conditional Fields	Use when access depends on role
Template Usage	Save as reusable template for future projects
Integrations	Connect to document repository or CRM

Platform capabilities to support secure execution

Use an eSignature platform that supports strong authentication, audit trails, and secure storage when executing a Clean Team Agreement online.

File Formats: PDF, DOCX, and PDF/A export
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: SMS, email link, or advanced KBA

Confirm the chosen platform meets required compliance standards and produces tamper-evident signed records for ongoing audits.

Typical process for sending and filing the agreement

A consistent send-and-file process improves traceability: upload, add fields, route to signers, then archive the executed copy.

Upload Document: Store master copy in secure repository.
Place Fields: Add signature, date, and attestation fields.
Send to Signers: Route in role order or via signing links.
Archive Execution: Save signed PDF and audit trail for retention.

Key timing and deadline items to track

Track these dates to ensure access rights, retention, and destruction obligations are met and to maintain defensible audit trails.

Effective Date:

Start of permitted access and obligations.

Access Period:

Defined window during which clean team may view data.

Review Windows:

Scheduled audits or compliance reviews during project.

Retention Start:

When retention obligations begin for records.

Destruction Deadline:

Date by which materials must be returned or destroyed.

Common mistakes to avoid when preparing the agreement

Using broad language for confidential material that lets parties dispute coverage and weakens enforceability.
Failing to identify specific clean team members and screening procedures, which creates conflict-of-interest risk.
Neglecting technical controls such as segmented repositories, MFA, and detailed logging for remote access.
Omitting termination actions and certification steps, leaving uncertain whether data was returned or destroyed.

Potential consequences of a flawed or breached agreement

Breach Damages: Monetary damages and injunctive relief

Regulatory Fines: HIPAA or sector fines may apply

Contract Unenforceability: Poor form can weaken remedies

Reputational Harm: Loss of trust with partners

Operational Delay: Project timeline and costs increase

Audit Findings: Compliance reviews may escalate

eSignature vendor comparison for executing Clean Team Agreements

Basic vendor criteria for secure execution and compliance. signNow is listed first per comparison format requirements.

	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	Varies by plan
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

Frequently asked questions about Clean Team Agreements

Practical answers to common execution, enforceability, and compliance questions for project teams and legal reviewers.

Need help? Contact support

Are electronic signatures enforceable?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and record retention can be shown.
Do I need notarization or witnesses?
Most clean team agreements do not require notarization or witnesses for validity, but state-specific rules and particular instruments may require additional formalities; confirm with counsel for the governing state.
How should protected health information be handled?
If PHI is involved, include a Business Associate Agreement (BAA), apply HIPAA safeguards, and limit access. Breaches may trigger HIPAA obligations under 45 CFR §164.500 et seq.
What happens when the clean team period ends?
Follow return or certified destruction procedures in the agreement. Keep a signed certificate of destruction or return and preserve audit logs per retention policy.
Who should review the agreement before signing?
Have legal counsel and the information security or data custodian review scope, access controls, and retention clauses to ensure enforceability and compliance with applicable regulations.
How do I revoke or amend the agreement?
Use written amendments signed by authorized representatives. For revocation, follow termination clauses and document the return or destruction of materials to maintain an evidentiary trail.

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