Are eSignatures legally valid?

Yes. Electronic signatures are legally recognized under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted; ensure intent, consent, attribution, and retention to satisfy legal tests.

Do amendments require re-signing?

A restated agreement typically requires signatures from all original parties or their authorized representatives to ensure the consolidated terms are binding.

Who can sign on behalf of a company?

An authorized officer or a person with express corporate authority should sign. Verify authority via corporate resolution or officer certificate to avoid later challenges.

Is remote notarization acceptable?

Remote online notarization is permitted in many states under RON frameworks; confirm state-specific requirements and audio-video recording retention obligations before relying on RON.

Can I amend after execution?

Yes, by written amendment signed by authorized parties. For material changes, consider amendment language and whether re-execution of exhibits is required.

Is signNow compliant for sensitive data?

signNow supports ESIGN and UETA compliance and offers HIPAA support with a BAA, SOC 2 Type II, 21 CFR Part 11 capabilities, TLS 1.2/1.3 and AES-256 encryption for secure handling.

Electronic Signature
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Second Amended and Restated Development and License Agreement

Second Amended and Restated Development and License Agreement

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

What the Second Amended and Restated Development and License Agreement Is

The Second Amended and Restated Development and License Agreement is a consolidated contract that replaces earlier versions and sets the current terms for development services, deliverables, intellectual property ownership, and licensing rights. It typically restates definitions, updates milestones and payment schedules, clarifies ownership or assignment of newly developed code or designs, and reconfirms warranties, indemnities, confidentiality, and termination rights. Parties use this document to avoid ambiguity between prior agreements, integrate negotiated changes into a single text, and provide a clear roadmap for development responsibilities, licensing scope, and post-delivery support obligations.

Why Parties Use a Second Amended and Restated Agreement

A second amended and restated form reduces fragmentation by combining previous amendments into one authoritative contract, reducing interpretation disputes and easing ongoing administration.

Who Typically Executes This Type of Agreement

This agreement is used by technology licensors, developers, service providers, and counterparties needing clear IP and delivery terms.

Technology licensors and IP owners seeking to preserve rights while granting specific licenses for products or platforms.
Independent software developers and development firms documenting scope, milestones, acceptance criteria, and payment terms.
Investors, acquirers, and corporate legal teams reviewing enforceable IP and assignment language before closing transactions.

Use this agreement when you need a single, up-to-date contract that controls development obligations, licensing scope, and post-delivery support.

Representative Roles Who Draft or Sign

Licensor — General Counsel

General counsel or senior in-house counsel for a software owner will review IP assignment, license scope, indemnity, and warranty language to protect proprietary technology and downstream monetization rights. They typically require clear definitions, sublicensing rules, and termination remedies to manage risk.

Licensee — CTO

A licensee's chief technology officer or VP of engineering evaluates deliverables, acceptance testing, source code escrow, and maintenance obligations. The role focuses on technical milestones, integration responsibilities, and ensuring the license grants necessary operational rights.

Core Sections Found in a Professional Second Amended and Restated Agreement

A complete agreement groups core clauses into clearly labeled sections so parties can find obligations, rights, and remedies quickly during performance and dispute resolution.

Definitions

Precise definitions of terms used throughout the document, reducing ambiguity about scope, deliverables, and license boundaries.

Development Scope

Detailed description of services, milestones, deliverables, acceptance criteria, and testing procedures to measure completion and payment triggers.

License Grant

Language specifying the type of license (exclusive/nonexclusive), field of use, duration, territory, sublicensing rights, and permitted uses.

Intellectual Property

Clauses addressing ownership of background IP, newly developed IP, assignment mechanics, and any work-for-hire or transfer provisions.

Payments & Milestones

Payment schedule, invoicing rules, late fees, and milestone acceptance tied to development phases and deliverable acceptance.

Termination & Remedies

Events of default, cure periods, post-termination license survival, and remedies including injunctive relief and claim allocation.

Step-by-Step: How to Complete the Agreement

Follow these sequential steps to prepare a consistent, enforceable document and reduce negotiation cycles.

01

Assemble prior documents: Gather original agreement and all amendments for consolidation.
02

Update definitions: Harmonize terms and remove contradictions across versions.
03

Confirm deliverables: Set clear milestones, dates, and acceptance criteria.
04

Obtain authorized signatures: Have designated signatories execute and date the final text.

Digital Workflow Setup for Online Completion

Configure a digital workflow to collect signatures, route approvals, and store the executed agreement securely.

Upload final PDF	Use a flattened PDF or Word doc converted to PDF for consistent fields.
Assign signer roles	Define each party's role and signing order for sequential or parallel signing.
Add signature fields	Place signature, date, and initial fields where required in the document.
Select authentication	Choose email link, SMS code, or stronger verification per risk profile.
Enable audit trail	Capture timestamps, IP addresses, and completion certificates.

How eSigning and Delivery Typically Work

An eSignature workflow streamlines execution while preserving an evidentiary audit trail for enforceability under U.S. law.

Upload: Sender uploads the final document to the signing platform.
Prepare: Sender places fields and sets signer order and authentication.
Sign: Signers receive links, authenticate, and apply signatures.
Archive: Platform stores signed PDF and completion certificate.

Technical and Integration Considerations for eSigning

Choose a platform that supports your required authentication level, retention controls, and integrations with your business systems.

CRM/ERP Integrations: Salesforce, NetSuite, Microsoft Dynamics integration reduces manual data entry.
Document Formats: Support for PDF and DOCX ensures clean field placement and archival.
Storage & DMS: Connectors for Box, Google Drive, and Egnyte centralize records.

Ensure the chosen platform provides audit trails, exportable signed PDFs, and retention settings that align with your legal and regulatory obligations.

Representative eSignature Pricing and Feature Comparison

Compare vendor starting prices and key features relevant to executing and managing amended development and license agreements.

	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	Limited
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	Varies	Varies
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Common Preparation Errors to Avoid

Using inconsistent party names across sections, which can create enforceability issues or ambiguity in assignments.
Leaving acceptance criteria undefined, resulting in disputes over whether deliverables meet contractual standards.
Failing to specify IP ownership for pre-existing versus newly created work, risking unintended transfers.
Skipping endorsement of exhibits or SOWs referenced in the agreement and later contested as outside scope.

Key Risks and Contractual Consequences

IP Loss: Ambiguous assignment may forfeit rights

Payment Disputes: Delays or nonpayment can trigger interest and remedies

Breach Remedies: Litigation, injunctive relief, or termination

Regulatory Risk: HIPAA or data laws fines (45 CFR §164.530(j))

Operational Delay: Missed milestones can postpone product launch

Reputational Harm: Public disputes may affect partnerships

Typical Deadlines and Milestones to Document Clearly

Be explicit about key dates and who certifies completion to avoid disagreements and payment delays.

Effective Date:

Date when obligations and license terms begin

Development Milestone Dates:

Specific delivery dates for each development phase

Acceptance Testing Window:

Number of days for review and defect reporting

Payment Due Dates:

Net terms or milestone-triggered payment schedule

Support/Warranty Period:

Duration of post-delivery remediation and maintenance

Real-World Examples of Online Execution and Integration

These examples show how organizations use consolidated agreements and digital signing to simplify execution and recordkeeping.

Optica Ventures — COO

Optica consolidated multiple amendments into one restated agreement to streamline operations and vendor management.

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

Xerox — Director of NetSuite Operations

Xerox used integrated signing and ERP workflows to ensure consistent signatures and automated filing of executed agreements.

Integration with NetSuite automated record updates.
airSlate SignNow provides us with the flexibility needed to get the right signatures on the right documents, in the right formats, based on our integration with NetSuite.

Frequently Asked Questions: Execution, Validity, and eSignatures

Answers to common legal and technical questions about amending and restating development and license agreements and executing them electronically.

Need help? Contact support

Are eSignatures legally valid?
Yes. Electronic signatures are legally recognized under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted; ensure intent, consent, attribution, and retention to satisfy legal tests.
Do amendments require re-signing?
A restated agreement typically requires signatures from all original parties or their authorized representatives to ensure the consolidated terms are binding.
Who can sign on behalf of a company?
An authorized officer or a person with express corporate authority should sign. Verify authority via corporate resolution or officer certificate to avoid later challenges.
Is remote notarization acceptable?
Remote online notarization is permitted in many states under RON frameworks; confirm state-specific requirements and audio-video recording retention obligations before relying on RON.
Can I amend after execution?
Yes, by written amendment signed by authorized parties. For material changes, consider amendment language and whether re-execution of exhibits is required.
Is signNow compliant for sensitive data?
signNow supports ESIGN and UETA compliance and offers HIPAA support with a BAA, SOC 2 Type II, 21 CFR Part 11 capabilities, TLS 1.2/1.3 and AES-256 encryption for secure handling.

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