Are electronic signatures legally valid?

Yes. U.S. federal law recognizes electronic signatures as equivalent to handwritten signatures under the ESIGN Act (15 U.S.C. §7001), and nearly all states have adopted UETA. Certain exceptions, such as wills and some court filings, remain ineligible for e-signing.

What makes an e-signature enforceable?

An enforceable electronic signature requires demonstration of intent to sign, consent to electronic records, attribution of the act to the signer, and reliable record retention that reproduces the signed record. This four-part test derives from ESIGN and common practice for compliance.

Do ESIGN consumer disclosures apply?

Yes for consumer-facing agreements involving payments, healthcare, or government benefits. ESIGN requires informing consumers of their right to paper, confirming access to electronic records, and obtaining consent and an opportunity to withdraw consent.

When is notarization required for Services Agreements?

Most Services Agreements do not require notarization, but some state laws or specific clauses (e.g., deeds, affidavits, or power of attorney attachments) may. If a notary is required, consider remote online notarization where available and verify state RON rules and record retention obligations.

How do I correct errors after signing?

Corrections typically require an amendment or mutual rescission and re-execution. Prepare an amendment document that references the original agreement, states the precise change, and is signed by all parties. For material changes, obtain fresh signatory consent and keep a clear audit trail.

What if a party disputes the agreement?

Disputes are resolved per the agreement’s dispute resolution clause—negotiation, mediation, arbitration, or litigation. Preserve original signed records and audit trails. If jurisdiction or governing law is contested, consult counsel; ESIGN and UETA principles still support admissibility of electronically signed records.

Electronic Signature
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Services Agreement

Services Agreement

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Internet Data Center Services Agreement

THIS INTERNET DATA CENTER SERVICES AGREEMENT (this "Agreement") is made effective as of the Submission Date indicated in the initial Internet Data Center Services Order Form accepted by Exodus, by and between Exodus Communications, Inc. ("Exodus") and the customer identified below ("Customer").

PARTIES:

CUSTOMER NAME:

ADDRESS:

CITY, STATE ZIP:

PHONE:

FAX:

EXODUS COMMUNICATIONS, INC.
2831 Mission College Blvd.
Santa Clara, CA 95055-1838
Phone: (408) 346-2200
Fax: (408) 346-2420

1. INTERNET DATA CENTER SERVICES.

Subject to the terms and conditions of this Agreement, during the term of this Agreement, Exodus will provide to Customer the services described in the Internet Data Center Services Order Form(s) accepted by Exodus, or substantially similar services if such substantially similar services would provide Customer with substantially similar benefits ("Internet Data Center Services"). All IDC Services Order Forms accepted by Exodus are incorporated herein by this reference, each as of the Submission Date indicated in such form.

2. FEES AND BILLING.

2.1 Fees. Customer will pay all fees due according to the IDC Services Order Form(s).

2.2 Billing Commencement. Billing for Internet Data Center Services, other than Setup Fees, indicated in the initial IDC Services Order Form shall commence on the earlier to occur of (i) the Installation Date indicated in the initial IDC Services Order Form, or (ii) the date the Customer Equipment is placed by Customer in the Customer Area and is operational.

2.3 Billing and Payment Terms. Customer will be billed monthly in advance of the provision of Internet Data Center Services, and payment of such fees will be due within thirty (30) days of the date of each Exodus invoice.

2.4 Taxes. All payments required by this Agreement are exclusive of all applicable taxes and levies, except for taxes based on Exodus' net income.

3. CUSTOMER'S OBLIGATIONS.

3.1 Compliance with Law and Rules and Regulations. Customer agrees that Customer will comply at all times with all applicable laws and regulations and Exodus' general rules and regulations.

3.2 Customer's Costs. Customer agrees that it will be solely responsible, and at Exodus's request will reimburse Exodus, for all costs and expenses incurred in connection with this Agreement.

3.3 Access and Security. Customer will be fully responsible for any charges, costs, expenses, and third party claims that may result from its use of, or access to, the Internet Data Centers and/or the Customer Area.

3.4 No Competitive Services. Customer may not at any time permit any Internet Data Center Services to be utilized for the provision of any services that compete with any Exodus services, without Exodus' prior written consent.

3.5 Insurance.

Comprehensive general liability insurance minimum $5 million per occurrence

Employer's liability insurance minimum $1 million per occurrence

Workers' compensation insurance as required by law

Certificates of insurance furnished to Exodus

Exodus named as additional insured

4. CONFIDENTIAL INFORMATION.

4.1 Confidential Information. Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party's business, plans, customers, technology, products, and the terms and conditions of this Agreement.

4.2 Exceptions. Information will not be deemed Confidential Information if it is previously known, independently developed, publicly known, or otherwise lawfully received from a third party.

5. REPRESENTATIONS AND WARRANTIES.

5.1 Warranties by Customer.

(a) Customer Equipment. Customer represents and warrants that it owns or has the legal right and authority to place and use the Customer Equipment as contemplated by this Agreement.

(b) Customer's Business. Customer represents and warrants that Customer's Business does not and will not violate any applicable law or regulation.

(c) Rules and Regulations. Customer represents and warrants that Customer and Customer's Business are currently in full compliance with the Rules and Regulations.

6. LIMITATIONS OF LIABILITY.

6.1 Personal Injury. Each Representative and any other person visiting the Internet Data Centers does so at its own risk.

6.2 Damage to Customer Equipment or Business. Exodus assumes no liability for any damage to, or loss of, Customer Equipment except as stated in the Agreement.

6.3 Exclusions. Exodus will not be liable for lost revenue, lost profits, incidental, punitive, indirect or consequential damages.

6.4 Maximum Liability. Exodus's maximum aggregate liability is limited to the total amount paid by Customer for the prior twelve (12) month period.

7. INDEMNIFICATION.

7.1 Exodus' Indemnification of Customer. Exodus will indemnify, defend and hold Customer harmless from specified infringement and personal injury claims.

7.2 Customer's Indemnification of Exodus. Customer will indemnify, defend and hold Exodus harmless from specified claims arising out of Customer's Business or Customer Equipment.

8. TERM AND TERMINATION.

8.1 Term. This Agreement will be effective for a period of six (6) months from the Installation Date and will automatically renew for additional six (6) month terms.

8.2 Termination. Either party may terminate under the conditions described in this Agreement.

8.4 Effect of Termination. Upon expiration or termination, Exodus will cease providing services and Customer will remove all Customer Equipment.

8.5 Customer Equipment as Security. Exodus may take possession of Customer Equipment upon written notice if amounts are not paid when due.

9. MISCELLANEOUS PROVISIONS.

9.1 Force Majeure. Neither party will be liable for failures or delays due to causes beyond reasonable control.

9.2 No Lease. This Agreement is a services agreement and is not intended to and will not constitute a lease of any real or personal property.

9.3 Marketing. Customer agrees that Exodus may refer to Customer by trade name and trademark in marketing materials.

9.4 Government Regulations. Customer will not export regulated items or information in violation of applicable export control laws.

9.5 Non-Solicitation. Customer agrees not to solicit Exodus employees during the stated period.

9.6 Governing Law; Dispute Resolution, Severability; Waiver. This Agreement is governed by California law and disputes will be resolved by binding arbitration in Santa Clara County, California.

9.7 Assignment; Notices. Notices may be delivered by hand, courier, confirmed facsimile, or mail to the address indicated on the signature page.

9.8 Relationship of Parties. Exodus and Customer are independent contractors.

9.9 Entire Agreement; Counterparts. This Agreement, including all incorporated documents, constitutes the complete and exclusive agreement between the parties.

Customer's and Exodus' authorized representatives have read the foregoing and all documents incorporated therein and agree and accept such terms effective as of the date first above written.

CUSTOMER

Signature:

Print Name:

Title:

EXODUS COMMUNICATIONS, INC.

Signature:

Print Name:

Title:

Effective Date:

Additional Notes:

What a Services Agreement Covers

The Services Agreement is a written contract that defines the scope, deliverables, timelines, payment terms, and responsibilities between a service provider and a client. It sets performance standards, acceptance criteria, change-order procedures, and termination conditions, and typically includes confidentiality, intellectual property allocation, and indemnity provisions. A clear Services Agreement reduces ambiguity about obligations, limits disputes, and establishes remedies and dispute resolution mechanisms. In the United States, properly executed electronic signatures meet statutory requirements under the ESIGN Act and state UETA laws, making e-signed services agreements enforceable in most commercial contexts.

Step-by-step: completing and sending a Services Agreement

Follow these sequential steps to complete and execute a Services Agreement, whether using paper or an electronic signing platform.

01

Prepare document: Assemble scope, fees, and exhibits before sending.
02

Add signer info: Enter full names and contact emails for each signer.
03

Set authentication: Choose email link, SMS code, or KBA per risk level.
04

Send and track: Send request, monitor audit trail, and confirm receipt.

Typical digital workflow settings for a Services Agreement

Common configuration settings when preparing a Services Agreement workflow, including field types, signer roles, reminders, and authentication.

Field	Configuration
Signer Role	Define signer order or allow parallel signing
Authentication	Choose email, SMS, or KBA as required
Reminders	Set automatic reminders and expiry windows
Field Validation	Require formats like MM/DD/YYYY and numeric amounts

Digital signing workflow overview

Typical digital workflow for sending, signing, and storing a Services Agreement using an eSignature platform and secure storage.

Upload document: Upload final draft in PDF or DOCX format.
Place fields: Add signature, date, and initial fields where required.
Choose auth: Select email, SMS, or advanced authentication.
Send and store: Send, collect signatures, and archive with audit trail.

Platform and integration considerations

Ensure your signing platform supports required authentication, document formats, integrations, and compliance features before executing Services Agreements.

Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace
Formats: PDF, DOCX, HTML, Excel supported
Security: AES-256 at rest; TLS 1.2/1.3 in transit

eSignature vendor pricing and basic feature comparison

High-level vendor pricing and feature comparison relevant to executing a Services Agreement; signNow is listed first for clarity.

	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	Available (Business Premium)	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA available)	Varies	Varies	Varies	Varies

Core clauses typically included in a Services Agreement

Core clauses and structural elements commonly included in a Services Agreement to define performance, manage risk, and set commercial terms.

Scope of Work

Describe tasks, deliverables, acceptance criteria, milestones, and any excluded items. Attach schedules, technical specifications, and change-order procedures as enforceable exhibits to reduce disputes and streamline project governance.

Payment Terms

Specify fees, invoicing frequency, accepted payment methods, taxes, expense reimbursement, and late payment remedies. Define milestones tied to partial payments or retainers to align cashflow with delivery.

Term & Termination

State initial term, renewal mechanics, termination for cause or convenience, notice periods, and obligations upon termination including wind-down services, transition assistance, and final compensation and return of materials.

Confidentiality

Define confidential information, permitted disclosures, duration of nondisclosure, and carve-outs for independently developed or publicly available information. Include remedies for breach, including injunctive relief and indemnification.

IP & Ownership

Specify ownership of deliverables, license grants, retention of preexisting IP, and assignment rights. Address moral rights waiver, source code escrow, and post-termination license continuation if applicable.

Indemnity & Liability

Allocate responsibility for third-party claims, set caps on liability, exclude consequential damages where permitted, require timely notice and cooperation in defense, and specify insurance requirements.

Security and compliance essentials

Encryption in transit: TLS 1.2 and TLS 1.3 protocols

Encryption at rest: AES-256 encryption for stored data

Certifications: SOC 2 Type II, ISO 27001, PCI DSS

HIPAA: BAA required for protected health information

eSignature Law: Compliant with ESIGN and UETA

Accessibility: WCAG 2.0 Level AA compliant

Common legal and operational risks

Invalid signature: May render agreement unenforceable

Wrong party named: Signatory mismatch risks voiding

Missing terms: Ambiguity invites disputes and delay

Late tax reporting: IRC §6721 penalties possible

I-9 noncompliance: $281–$2,789 per violation

Data breach: Regulatory fines and reputational harm

Who typically prepares and signs a Services Agreement

Typical parties who draft, sign, and rely on a Services Agreement across commercial organizations and public entities.

Independent contractors, agencies, and vendors providing defined services and deliverables under contract.
Companies procuring services who require performance standards, warranties, and payment protections.
In-house counsel, procurement, and contracting teams who manage risk and approval workflows.

Signatory roles and required approvals should be checked against corporate authority documents and internal signing policies before execution.

Practical tips to reduce errors and speed execution

Practical tips to reduce errors, accelerate approvals, and ensure legal enforceability when completing a Services Agreement.

Use clear scope and acceptance criteria

Draft precise deliverables and measurable acceptance criteria to avoid disputes. Attach schedules and change-order processes. Review scope with stakeholders prior to execution and link payment milestones to objective deliverables to align incentives and reduce change requests.

Confirm signer authority and capacity

Verify the signer’s corporate authority and binding capacity. Check board or delegation resolutions where required, and ensure corporate names match formation records. Avoid execution by unauthorized representatives to reduce risk of later invalidation.

Keep an audit trail of changes

Use version control and record every revision, comment, and redline. Store signed final versions with timestamps, signer IP addresses, and certificate of completion. These records prove the agreement’s history and support enforceability in disputes.

Limit liability and define remedies

Include a liability cap tied to fees, carve out indemnity for willful misconduct, and specify available remedies such as repair, replacement, or capped monetary damages. Clear limits reduce open-ended exposure and facilitate insurance alignment.

How businesses adapt Services Agreements in practice

Real-world examples show how Services Agreements are adapted across industries to manage risk, payments, and deliverables.

Real Estate: Martin Properties

Martin Properties used a Services Agreement to standardize property management contracts, including maintenance and leasing support, enabling remote execution.

Faster closings and compliance with remote signatures.
By adopting electronic signing and clear amendment workflows, the company reduced turnaround on standard service contracts, improved record retention, and avoided disputes over scope by attaching detailed exhibits and acceptance criteria to each agreement.

Venture Services: Optica Ventures

Optica Ventures standardized consulting engagements with a Services Agreement template, centralizing deliverables, fee schedules, and milestone acceptance across portfolio companies.

Improved customer experience and speed.
The firm leveraged audit trails and electronic signature records to resolve billing questions quickly, and to provide proof of accepted deliverables during client audits, reducing manual follow-up and legal discovery readiness.

Frequently asked questions about Services Agreements and e-signing

Common questions and solutions for preparing, executing, and enforcing a Services Agreement, including electronic signing and recordkeeping issues.

Need help? Contact support

Are electronic signatures legally valid?
Yes. U.S. federal law recognizes electronic signatures as equivalent to handwritten signatures under the ESIGN Act (15 U.S.C. §7001), and nearly all states have adopted UETA. Certain exceptions, such as wills and some court filings, remain ineligible for e-signing.
What makes an e-signature enforceable?
An enforceable electronic signature requires demonstration of intent to sign, consent to electronic records, attribution of the act to the signer, and reliable record retention that reproduces the signed record. This four-part test derives from ESIGN and common practice for compliance.
Do ESIGN consumer disclosures apply?
Yes for consumer-facing agreements involving payments, healthcare, or government benefits. ESIGN requires informing consumers of their right to paper, confirming access to electronic records, and obtaining consent and an opportunity to withdraw consent.
When is notarization required for Services Agreements?
Most Services Agreements do not require notarization, but some state laws or specific clauses (e.g., deeds, affidavits, or power of attorney attachments) may. If a notary is required, consider remote online notarization where available and verify state RON rules and record retention obligations.
How do I correct errors after signing?
Corrections typically require an amendment or mutual rescission and re-execution. Prepare an amendment document that references the original agreement, states the precise change, and is signed by all parties. For material changes, obtain fresh signatory consent and keep a clear audit trail.
What if a party disputes the agreement?
Disputes are resolved per the agreement’s dispute resolution clause—negotiation, mediation, arbitration, or litigation. Preserve original signed records and audit trails. If jurisdiction or governing law is contested, consult counsel; ESIGN and UETA principles still support admissibility of electronically signed records.

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