Are electronic signatures legally binding?

Yes. Under the federal ESIGN Act (15 U.S.C. §7001) and state UETA laws, electronic signatures are generally legally equivalent to handwritten signatures, provided intent, consent, attribution, and record retention requirements are met.

When is a BAA required for this agreement?

A Business Associate Agreement is required if the services will involve protected health information (PHI). Include HIPAA-specific security and breach-notification terms and obtain a signed BAA before processing PHI.

Do I need a notary or witnesses?

Not all business services agreements require notarization or witnesses, but state-specific documents (deeds, certain POAs) do. Verify local requirements; some states require two witnesses for deeds, e.g., Florida.

Can an agent sign on behalf of a company?

Yes if the signer has written authority or a corporate resolution. Retain evidence of delegated authority to avoid disputes about signature validity.

How do I cancel or revoke the agreement?

Follow the contract's termination provisions including notice, cure periods, and any return or transition obligations. For unilateral revocation, rely on clauses that permit termination for convenience if included.

What proof shows a valid eSignature?

A complete audit trail showing signer identity, timestamps, IP addresses, and the signed document version supports attribution and intent. Stronger authentication (SMS, KBA, or advanced methods) increases evidentiary weight.

Electronic Signature
Templates
Miscellaneous
Rakuten Business Services Agreement

Rakuten Business Services Agreement

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

Rakuten Business Services Agreement

Parties

Service Provider Service Provider Address Primary Contact (Name, Title) Client Client Address Primary Contact (Name, Title)

Recitals

WHEREAS, Service Provider provides e-commerce platform services, listing support, data analytics and merchant services designed to increase marketplace performance and sales; and

WHEREAS, Client desires to engage Service Provider to perform certain business services described in this Agreement and Service Provider agrees to perform such services pursuant to the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement become effective as of (the "Effective Date").

Scope of Work

Service Provider will provide the services, deliverables, and performance obligations set forth below in accordance with the standards and schedules agreed by the parties.

Description of Services and Deliverables

Payment Terms

In consideration for the services rendered by Service Provider, Client shall pay the fees described below in accordance with the schedule and terms set forth in this section.

Total Fees Payment Schedule / Milestones Invoices and Payment Terms

Client shall pay undisputed invoices within the number of days specified above following receipt of a correct and properly documented invoice. Amounts not paid when due shall accrue interest at the lesser of (a) late_fee_percent percent per month or (b) the maximum rate permitted under applicable law.

Late Fee (annual percentage)

All fees are exclusive of taxes. Client is responsible for all sales, use, value-added or similar taxes levied in connection with the services, but not for taxes based on Service Provider's net income.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach. In addition, either party may terminate this Agreement without cause upon written notice given at least days prior to the effective date of termination.

Automatic Renewal

If checked, this Agreement will automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information"). Confidential Information includes but is not limited to trade secrets, pricing, merchant and customer data, product roadmaps, non-public business processes, and technical information. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is rightfully received by the Receiving Party without restriction from a third party; or (d) is independently developed by the Receiving Party.

The Receiving Party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement, shall restrict disclosure to employees and contractors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, and shall not disclose Confidential Information to any third party except as expressly permitted in writing. The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for claims arising from a party's willful misconduct or gross negligence, neither party's aggregate liability for any claim arising under this Agreement shall exceed the fees actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the respective addresses below by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested) or email with confirmation. Notices are effective upon receipt.

Service Provider Notice Address Client Notice Address

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles. The parties agree to seek resolution of disputes in good faith and, if unresolved within thirty (30) days, to submit the dispute to binding arbitration in accordance with commercially reasonable arbitration rules and procedures mutually agreed by the parties.

Entire Agreement

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No modification of this Agreement will be binding unless signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' intent.

Service Provider (Print Name):

By:

Date:

Client (Print Name):

By:

Date:

What the Rakuten Business Services Agreement Covers

The Rakuten Business Services Agreement is a contractual arrangement that sets terms for services provided between Rakuten and a business counterparty, covering scope of services, fees, intellectual property rights, confidentiality, warranties, indemnities, term and termination, and dispute resolution. It defines the parties' duties, payment and invoicing mechanics, accepted delivery channels, performance metrics, and any third-party integrations. The agreement is typically used when Rakuten provides marketing, platform, or technical services to merchants, vendors, or partners and serves as the primary legal document governing the commercial relationship.

Why this Agreement Matters for Your Business Relationship

A clear services agreement reduces operational ambiguity, allocates risks, and documents payment and service-level expectations. It provides legal protections for both parties, clarifies IP ownership and data handling, and specifies remedies for breach, making performance and compliance easier to manage.

Who Typically Signs and Manages This Agreement

The Rakuten Business Services Agreement is used by businesses at multiple levels, from procurement and legal teams to operations and finance.

Procurement and sourcing teams that negotiate service scope, pricing, and SLAs prior to vendor onboarding.
Legal and compliance teams that review indemnities, IP clauses, data protections, and termination rights.
Finance and accounts payable teams that validate invoicing terms, payment schedules, and tax-related provisions.

Different stakeholders use the agreement for approval, execution, performance monitoring, and recordkeeping throughout the contract lifecycle.

Authorized Signers and Typical Roles

Chief Legal Officer

A senior legal or contracts officer often approves nonstandard terms and executes agreements above delegated authority thresholds. They ensure indemnity, liability caps, and IP assignments align with corporate policy and regulatory requirements.

VP of Finance

A finance executive or authorized signatory validates pricing schedules, payment terms, and tax treatment. Their signature confirms budget availability, billing workflow, and collection procedures are acceptable to the organization.

Core Clauses to Expect in a Professional Services Agreement

A complete Rakuten Business Services Agreement contains specific commercial, legal, and operational clauses to manage risk and performance across the relationship.

Scope of Services

Precisely defines deliverables, milestones, acceptance criteria, and any excluded work to prevent scope creep and support invoice validation and performance measurement.

Payment Terms

Specifies fees, invoicing cadence, payment methods, late-payment interest, tax responsibilities, and any retention or holdback arrangements.

Intellectual Property

Allocates ownership of preexisting IP, work product, and licenses granted to each party, including any usage restrictions or assignment requirements.

Confidentiality

Sets standards for handling confidential information, permitted disclosures, duration of secrecy obligations, and remedies for unauthorized disclosure.

Data Protection

Details how personal data is processed, security controls, breach notification timelines, and whether a BAA or similar addendum is required for protected health information.

Termination & Remedies

Explains termination rights for convenience or cause, cure periods, post-termination transition obligations, and limitations on damages or liability caps.

Security and Compliance Elements to Verify

Encryption: TLS 1.2/1.3 in transit

Data at Rest: AES-256 encryption

Audit Trail: Tamper-evident logs retained

HIPAA: BAA required for PHI

ESIGN / UETA: Electronic signature legal basis

Certifications: SOC 2 Type II available

Step-by-Step: How to Complete the Agreement

Follow a structured process when completing the Rakuten Business Services Agreement to ensure accuracy, enforceability, and timely execution.

01

Gather documents: Assemble company records, tax IDs, and authorized signer documentation.
02

Complete fields: Fill party names, addresses, effective date, and payment terms.
03

Review legally: Have legal and finance review key clauses and tax implications.
04

Execute and retain: Obtain signatures, save executed copies, and store per retention policy.

Where to Send and How Routing Typically Works

Execution and routing depend on your organization's approval flow; confirm internal approvers and external counterparty contacts before sending the agreement for signature.

Primary Recipient: Legal or commercial counterparty contact
Internal Review: Legal, procurement, then finance approval
Signature Sequence: Sequential or parallel signing as agreed
Final Distribution: All parties receive executed PDF and audit trail

How to Configure an Online Signing Workflow

Set up a signing workflow that reflects your internal approval order and required authentication methods before sending the document.

Field	Configuration
Template	Create reusable contract template
Routing Order	Sequential or parallel signer flow
Authentication	Email, SMS code, or KBA
Reminders	Auto-reminders and overdue alerts

Platform and File Requirements for eSigning

Confirm the signing platform supports required file types, authentication levels, and audit-trail details before eSubmission.

File formats: PDF, DOCX, or HTML accepted
Integrations: CRM and cloud storage supported
Authentication: Email, SMS, or advanced options

Ensure the platform records timestamp, IP, and signer attribution; store the signed package and certificate of completion alongside the executed document.

Key Legal Risks and Potential Penalties

Breach Damages: Monetary liability per contract

Indemnity Exposure: Third-party claim reimbursement

Tax Penalties: IRC §6721 reporting fines

I-9 Violations: Fines per 8 CFR §274a.2

HIPAA Fines: Civil penalties for PHI breaches

Reputational Risk: Customer loss and regulatory scrutiny

Common Errors to Avoid When Preparing the Agreement

Using informal or shorthand party names instead of the full legal entity name causes confusion in enforcement and tax reporting.
Leaving payment terms ambiguous — omitting currency, due date, or invoicing contact — frequently leads to delayed payments and disputes.
Failing to attach required exhibits, schedules, or W-9/EIN documentation may block vendor onboarding or trigger backup withholding.
Not confirming signer authority or failing to retain proof of authorization can render signatures contestable in a dispute.

Key Dates and Notice Periods Commonly Included

Track essential dates in the agreement to meet renewal, termination, and invoicing deadlines and avoid unintended extensions or penalties.

Effective Date:

Date when obligations begin; controls performance and limitation periods.

Initial Term End:

Contract term expiration date and auto-renewal trigger.

Renewal Notice:

Time required to decline automatic renewal, commonly 30–90 days.

Payment Due Date:

Net period (e.g., Net 30) after invoice receipt.

Termination Notice:

Cure period and notice timing for material breach termination.

eSignature Vendor Comparison for Executing This Agreement

Comparing common eSignature vendors can help determine which service matches your authentication, compliance, and volume needs; signNow appears first as a reference option.

	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	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	Varies	Varies	Varies

Frequently Asked Questions About Execution and Validity

Answers to common questions about enforceability, electronic signatures, notarization, and recordkeeping when using the Rakuten Business Services Agreement.

Need help? Contact support

Are electronic signatures legally binding?
Yes. Under the federal ESIGN Act (15 U.S.C. §7001) and state UETA laws, electronic signatures are generally legally equivalent to handwritten signatures, provided intent, consent, attribution, and record retention requirements are met.
When is a BAA required for this agreement?
A Business Associate Agreement is required if the services will involve protected health information (PHI). Include HIPAA-specific security and breach-notification terms and obtain a signed BAA before processing PHI.
Do I need a notary or witnesses?
Not all business services agreements require notarization or witnesses, but state-specific documents (deeds, certain POAs) do. Verify local requirements; some states require two witnesses for deeds, e.g., Florida.
Can an agent sign on behalf of a company?
Yes if the signer has written authority or a corporate resolution. Retain evidence of delegated authority to avoid disputes about signature validity.
How do I cancel or revoke the agreement?
Follow the contract's termination provisions including notice, cure periods, and any return or transition obligations. For unilateral revocation, rely on clauses that permit termination for convenience if included.
What proof shows a valid eSignature?
A complete audit trail showing signer identity, timestamps, IP addresses, and the signed document version supports attribution and intent. Stronger authentication (SMS, KBA, or advanced methods) increases evidentiary weight.

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