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Service Upgrades Agreement

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SERVICE UPGRADES AGREEMENT

RECITALS

WHEREAS, Service Provider: is engaged in the business of providing technical upgrades, enhancements and related services; and

WHEREAS, Client: desires to obtain certain upgrades and related services from Service Provider under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the upgrades, enhancements and related services described below. Specific tasks, deliverables, milestones and acceptance criteria must be set forth in the description below or in written change orders executed by both parties.

PAYMENT TERMS

Client shall pay Service Provider for the performance of Services as follows. All fees are exclusive of applicable taxes unless otherwise stated. Payments not made when due shall accrue late charges as set forth below.

Late Payment: If any undisputed amount due under this Agreement is not paid within days after the due date, Client shall pay a late fee of on the overdue balance, calculated monthly, or the maximum lawful interest rate, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue in effect until completion of the Services or termination as provided below.

Effective Date:     Term End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Either party may also terminate for convenience upon providing days' prior written notice to the other party. Termination shall not relieve Client of obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) was in the receiving party's lawful possession prior to disclosure; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information only for the purpose of performing its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own similar information, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. These obligations shall survive termination of this Agreement for a period of years.

CHANGE ORDERS; ACCEPTANCE

Any change to the Scope of Work or fees shall be made by written change order signed by authorized representatives of both parties. Deliverables shall be deemed accepted when Client provides written acceptance or when Client uses the deliverable in production for a period of ten (10) days without providing written notice of material nonconformity.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Service Provider's sole obligation and Client's exclusive remedy for breach of the foregoing warranty shall be the re-performance of nonconforming Services or, if Service Provider cannot remedy such breach within a commercially reasonable time, a refund of the fees paid for the nonconforming portion of the Services.

Except for gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Each party's aggregate liability for claims arising out of this Agreement shall not exceed the amount of fees actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

Client shall indemnify and hold harmless Service Provider from and against third-party claims arising out of Client's use of deliverables or Client's breach of this Agreement, except to the extent caused by Service Provider's gross negligence or willful misconduct. Service Provider shall indemnify Client for claims that the Services, as delivered, infringe a third party's issued patent or registered copyright, provided Service Provider is promptly notified and given sole control of the defense and settlement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall first be attempted to be resolved in good faith by escalation to senior executives; if unresolved within 30 days, the dispute may be submitted to binding arbitration in the jurisdiction specified above, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, together with any written change orders signed by both parties and any exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice in accordance with this Section) and shall be effective upon receipt.

ADDITIONAL TERMS

Service Provider:

By:

Date:

Client:

By:

Date:

Enter text✕

What a Service Upgrades Agreement Covers

A Service Upgrades Agreement is a contract amendment that defines changes to an existing services relationship, including added features, revised deliverables, pricing adjustments, schedule updates, and acceptance criteria. It ties upgrade scope back to the original master services agreement or statement of work to avoid conflicts. The agreement allocates responsibilities for implementation, testing, support, and handover, and it specifies payment terms, liability limits, and any transitional obligations for both parties.

Why use a formal upgrades agreement

A written upgrades agreement reduces ambiguity, documents mutual expectations, and creates a clear path for acceptance and payment. It protects both parties by specifying scope, timeline, and remedies in case of nonperformance.

Why use a formal upgrades agreement

Who typically prepares and signs this agreement

Service providers, procurement teams, project managers, and legal counsel commonly draft or approve upgrades agreements before work begins.

  • Service providers — account managers and project leads who define technical tasks and submit change order proposals for client approval.
  • Clients — procurement, operations, or IT procurement staff who review scope, confirm budgets, and authorize additions to existing contracts.
  • Legal and finance — counsel and accounts payable specialists who confirm compliance, update payment terms, and approve contract language.

Core elements to include in every upgrades agreement

A complete Service Upgrades Agreement organizes scope, schedule, pricing, roles, acceptance, warranties, and change control into discrete, cross-referenced sections for clarity and enforceability.

Scope Description

List specific upgrade items, feature sets, and exclusions; reference original contract sections to prevent overlap and ensure all parties share the same technical and functional expectations.

Deliverables

Define tangible outputs, formats, version numbers, and delivery milestones; include test cases and criteria that the client will use to accept or reject each deliverable.

Pricing and Payment

State fixed fees or time-and-materials rates, invoicing schedule, taxes, and whether existing retainers apply; include late-payment remedies and any milestone-based payment triggers.

Change Control

Provide a process for additional changes: who may request them, required documentation, approval workflow, and how pricing or schedule will be adjusted when scope changes.

Schedule and Milestones

Set realistic start and completion dates, dependency assumptions, and time buffers; tie payments to milestone completion and acceptance testing where appropriate.

Warranties and Support

Specify warranty period for upgrades, support obligations, exclusions, and any service-level targets for bug fixes or rollback procedures after deployment.

Step-by-step: executing a Service Upgrades Agreement

Follow this order to minimize risk and ensure mutual approval before work begins.

  • 01
    Prepare Proposal: Draft itemized scope, timeline, and fees.
  • 02
    Review Internally: Obtain approvals from legal and finance.
  • 03
    Present to Counterparty: Share the upgrade draft and answer questions.
  • 04
    Execute and Archive: Get authorized signatures and retain executed copy.

Configure the digital approval workflow

Set up an electronic workflow that matches your internal approvals and the contract's signing order before sending for signature.

Field Configuration
Signing Order Sequential signing by named parties
Authentication Email link or SMS code verification
Conditional Fields Show fields only when relevant
Reminders and Expiry Automated reminders and link expiration

Typical routing and post-signature handling

A clear routing plan ensures each stakeholder receives the agreement at the right time and the executed copy is retained centrally.

  • Upload Document: Import final PDF or DOCX into the signing system.
  • Place Fields: Add signatures, dates, and acceptance checkboxes.
  • Send to Signers: Dispatch via email with specified signing order.
  • Store Executed Copy: Save signed PDF and audit trail in repository.

Technical and platform considerations

Confirm the eSignature platform supports required authentication, file formats, integrations, and audit trails before sending for signature.

  • File Formats: PDF and DOCX supported
  • Integrations: CRM and cloud storage connectors
  • Audit Trail: IP, timestamp, and action log

Key dates and timing rules to include

Explicit deadlines reduce disputes; include clear notice windows and payment terms tied to dates.

Response Window:

Specify how many days to accept or reject a proposal.

Effective Date:

Use MM/DD/YYYY to fix when obligations start.

Change Notice Period:

State required notice days for additional change requests.

Completion Date:

List final delivery or milestone completion dates.

Payment Terms:

Define Net terms (for example, Net 30) and invoicing schedule.

Milestone timeline for upgrades deployment

Map upgrade milestones from request through handover to create a single visual sequence of responsibility and timing.

01

Request Submitted

Client files upgrade request and supporting materials.

02

Proposal Issued

Provider delivers scope, price, and schedule.

03

Approval and Funding

Authorized signatory approves and funds work.

04

Implementation

Provider completes upgrades and runs acceptance tests.

Common preparation errors to avoid

  • Vague scope language that omits acceptance criteria, creating later disputes over completion or quality standards.
  • Failing to reference the original master agreement, which can create conflicting terms or duplicate obligations between documents.
  • Missing signatory authority where a person signs without delegated power, leading to challenges enforcing payment or obligations.
  • Not aligning invoicing milestones to acceptance events, which can produce payment delays and cash flow issues for the provider.

Risks and potential consequences of errors

Breach Claims: Damages, specific performance, or termination rights
Payment Disputes: Withheld invoices and collection costs
Warranty Exposure: Extended remediation obligations
Operational Delay: Missed go-live dates and business impact
Regulatory Risk: Privacy or sector compliance lapses
Enforceability: Challenges if signature or authority is deficient

eSignature vendor comparison for signing upgrades agreements

Key features and starting prices for common eSignature vendors. signNow is listed first per platform comparison conventions.

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 vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes (available by plan) Varies by plan Varies by plan Varies by plan Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about Service Upgrades Agreements

Answers to common legal and operational questions when preparing, signing, or amending service upgrades.


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