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Quality Service Agreement

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QUALITY SERVICE AGREEMENT

This Quality Service Agreement (the Agreement) is entered into as of between Service Provider: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing the services described in Section 1 and possesses the personnel, systems and expertise required to perform and monitor service quality; and

WHEREAS, Client desires to procure and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement to ensure specified quality levels, performance metrics, reporting and remedies for nonconforming performance; and

WHEREAS, the parties intend that the obligations set forth herein govern the quality standards, inspection, acceptance and remedies for the services to be provided.

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

1. DEFINITIONS

1.1 "Services" means the activities and deliverables described in Section 2 and Exhibit A hereto. 1.2 "Service Levels" means the measurable performance standards set forth in Section 3. 1.3 "Business Day" means any day other than a Saturday, Sunday or legal holiday where the primary place of business of the recipient is located.

2. SCOPE OF SERVICES

Service Provider shall perform and deliver the Services described in the following summary. The parties may attach a detailed statement of work as Exhibit A which, when executed by both parties, shall be incorporated into this Agreement.

3. SERVICE LEVELS AND QUALITY STANDARDS

3.1 Service Provider shall meet the Service Levels specified in this Section. Failure to meet Service Levels shall entitle Client to the remedies specified herein. Service Levels are measured in accordance with the measurement methodology set forth below and shall be subject to periodic audits by Client.

4. PERFORMANCE MONITORING, REPORTING AND AUDIT

4.1 Service Provider shall monitor performance continuously and provide Client weekly and monthly reports evidencing compliance with Service Levels. 4.2 Client may audit Service Provider's records upon reasonable prior notice not more than once per quarter, except where a material breach is suspected. Audit findings that demonstrate a failure to meet Service Levels must be remedied within the cure period set forth in Section 6.

5. FEES, INVOICING AND PAYMENT

5.1 Client shall pay Service Provider the fees for the Services as set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

5.2 Invoices shall be submitted in accordance with the billing cycle specified above and are due within the payment term stated on each invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. TERM AND TERMINATION

6.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for years unless earlier terminated pursuant to this Section.

6.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

6.3 Termination for Convenience. Either party may terminate for convenience upon providing days' prior written notice to the other party, subject to payment of fees incurred through the effective date of termination.

7. CONFIDENTIALITY

Each party shall keep Confidential Information of the other party in strict confidence and shall not use or disclose such information except as necessary to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available other than through breach of this Agreement, or that is independently developed without use of the other party's Confidential Information.

8. INTELLECTUAL PROPERTY

8.1 Preexisting Materials. Each party retains all right, title and interest in its preexisting intellectual property. 8.2 Deliverables. Unless otherwise agreed in writing, Service Provider grants to Client a nonexclusive, perpetual, royalty-free license to use deliverables provided under this Agreement solely for Client's internal business purposes.

9. WARRANTIES; DISCLAIMER

9.1 Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Service Provider will, at its expense, re-perform the nonconforming Services. 9.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's negligent acts, willful misconduct or material breach of this Agreement, provided that the indemnified party gives prompt written notice of the claim and cooperates in the defense.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. INSURANCE

Service Provider shall maintain insurance coverage customary for the type of services performed, including general liability and professional liability (errors and omissions) insurance, in commercially reasonable limits and shall provide evidence of such insurance upon request.

13. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement must be in writing and delivered to the addresses set forth below by hand, certified mail (return receipt requested) or overnight courier, and are effective upon receipt.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right is a waiver of that right. This Agreement may be executed in counterparts, each of which constitutes an original and all of which together constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. This Agreement and any exhibits constitute the entire agreement between the parties with respect to its subject matter and supersede all prior understandings. If any provision is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

16. MISCELLANEOUS PROVISIONS

16.1 Relationship of the Parties. Service Provider is an independent contractor and nothing in this Agreement creates an agency, partnership or joint venture. 16.2 Subcontracting. Service Provider may engage subcontractors but remains responsible for compliance with this Agreement. 16.3 Publicity. Neither party shall use the other's name, logo or trademarks for publicity without prior written consent, except as required for lawful disclosures.

EXHIBIT A: OPTIONAL ATTACHMENTS

Service Provider:

By:

Date:

Client:

By:

Date:

Enter text✕

What a Quality Service Agreement Is and how it’s used

A Quality Service Agreement is a contract that defines the expected service standards, measurable performance metrics, reporting requirements, remedies for nonconformance, and escalation paths between a service provider and a customer. It typically covers scope of services, service levels (SLAs), acceptance testing, change control, audit and inspection rights, corrective actions, and credit or termination rights. Organizations use it to set objective expectations, reduce disputes, and document responsibilities for technical, operational, and administrative processes. When signed electronically it is enforceable under U.S. e-signature law when the signature meets ESIGN/UETA validity criteria.

Why a formal Quality Service Agreement matters

A clear Quality Service Agreement aligns expectations, creates measurable performance targets, and provides pre-agreed remedies that reduce commercial disputes.

Why a formal Quality Service Agreement matters

Who typically prepares or signs a Quality Service Agreement

Final execution commonly requires signatures from authorized representatives for both parties and, when applicable, any required notarization or witness steps.

  • Service providers and account managers — draft operational details, KPIs, reporting cadence, and remedy mechanics for client review.
  • Procurement and vendor management — negotiate commercial terms, SLAs, pricing adjustments, and renewal or termination clauses.
  • Compliance and legal teams — review liability, indemnity, data protection language, and signature authority to ensure enforceability.

Essential components to include in a Quality Service Agreement

A professional Quality Service Agreement groups operational expectations, legal terms, and governance processes so both parties can measure and enforce performance consistently.

Scope of Services

Describe specific deliverables, locations, and excluded services so obligations are unambiguous and measurable across the contract term.

Quality Metrics

Define concrete KPIs (uptime, defect rate, response times) with measurement methods, sampling intervals, and acceptable tolerance levels.

Reporting & Audits

Specify reporting frequency, required reports, audit rights, and who receives results to ensure transparency and traceability.

Remedies & Credits

Document service credits, cure periods, escalation steps, and termination triggers tied to KPI breaches for predictable risk allocation.

Change Management

Include process for scope changes, approval workflow, impact assessment, and pricing adjustments to avoid scope creep disputes.

Termination & Transition

Set notice periods, transition assistance, data return/retention terms, and responsibilities for offboarding services cleanly.

Step-by-step: completing and executing a Quality Service Agreement

Follow these sequential steps to prepare, negotiate, and execute the agreement efficiently.

  • 01
    Draft: Populate scope, KPIs, reporting, and remedies with input from operations and legal.
  • 02
    Review: Circulate to procurement, compliance, and stakeholders for comments and risk review.
  • 03
    Sign: Obtain signatures from authorized representatives and record the execution date.
  • 04
    Monitor: Begin routine reporting, track KPIs, and trigger cure processes when necessary.

How to set up a digital workflow for this agreement

Configure a repeatable eSignature and approval workflow so new agreements follow the same routing and controls.

Field Configuration
Signer Order Define sequential or parallel signing and set required signers for each role.
Authentication Select email, SMS, or stronger methods like KBA depending on risk and regulatory needs.
Notifications Configure reminders, overdue alerts, and completion notices for all parties.
Integrations Connect to CRM, contract repository, or ERP to automate storage and trigger downstream processes.

Typical routing and submission flow for a finalized agreement

A compact routing flow clarifies responsibilities and where executed documents are stored.

  • Prepare Document: Final draft is locked and required fields are applied for signature.
  • Send to Signers: Signers receive secure links or in-person prompts to review and sign.
  • Execute: Signers apply signatures and the system records timestamps and authentication.
  • Archive: Signed copy and audit trail saved to contract repository for compliance.

Technical requirements for electronic signing and document handling

Ensure the chosen platform offers role-based access control, exportable audit trails, and compliance features required by your industry or regulators.

  • File Formats: PDF, DOCX supported for signing and archival.
  • Integrations: CRM, ERP, cloud storage connectors are recommended for automation.
  • Security Controls: TLS in transit and AES-256 at rest provide baseline protection.

Typical deadlines, notice periods, and review schedules

Specify clear deadlines for acceptance, cure, and renewals to avoid ambiguity and reduce disputes.

Effective Date:

Date contract becomes enforceable; use MM/DD/YYYY format.

Initial Acceptance Window:

Specify the period for initial validation, commonly 30 days after delivery.

Cure Period:

Commonly 30 days to remedy a breach unless otherwise negotiated.

Termination Notice:

60–90 days notice for convenience termination is typical.

Performance Review:

Quarterly or semiannual KPI reviews are standard for ongoing services.

Key milestones from negotiation to steady-state monitoring

Track these stages to ensure governance and timely handoffs across contract lifecycle.

01

Negotiation and Drafting

Circulate and finalize terms with stakeholders and legal review.

02

Execution

Authenticate signatures, record execution date, and distribute copies.

03

Initial Onboarding Audit

Perform baseline measurement and confirm operational readiness.

04

Ongoing Monitoring

Run scheduled reports, address KPIs, and apply remedies when needed.

Common drafting and execution errors to avoid

  • Vague KPIs or undefined measurement methods that create disputes when performance is measured.
  • Missing signer authority or inconsistent party names that complicate enforcement or payment processing.
  • No process for change control, causing disagreements when scope or deliverables shift.
  • Failure to document reporting cadence and data sources, making audits and root-cause analysis difficult.

Consequences of incomplete or incorrect Quality Service Agreements

Contract Disputes: Costly litigation or arbitration
Service Credits: Financial offsets to customer invoices
Termination: Early contract exit and transition costs
Regulatory Fines: Penalties for noncompliance in regulated sectors
Indemnity Claims: Third-party liability exposure
Reputational Harm: Client loss and market impact

Real-world examples of Quality Service Agreements in practice

Two examples show how organizations used formal agreements to operationalize service quality and compliance.

Optica Ventures LLC

Optica standardized SLA language to reduce onboarding time and disputes.

  • Focused on uptime and report delivery.
  • "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers." — Brian Fitzgibbons, COO, Optica Ventures LLC

Martin Properties

Martin Properties used a template for maintenance SLAs across portfolios.

  • Reduced local vendor variance.
  • "I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently." — Tim Martin, Founder, Martin Properties

eSignature vendor comparison for executing Quality Service Agreements

Comparison of common vendor pricing and core features relevant to signing, bulk distribution, and compliance; signNow is listed first as the initial column.

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, no credit card No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year limit Varies by plan Varies by plan Varies by plan

Frequently asked questions about Quality Service Agreements and e-signing

Answers to common legal, technical, and operational questions when preparing or e-signing Quality Service Agreements.


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