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Signed USSO Agreement

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SIGNED USSO AGREEMENT

This Signed USSO Agreement (the Agreement) is entered into as of (Effective Date), by and between Party A Name: , an entity with the following entity type: Corporation LLC Nonprofit Individual, with principal address ; and Party B Name: , an entity with the following entity type: Corporation LLC Nonprofit Individual, with principal address .

RECITALS

WHEREAS, Party A provides certain services, resources, or platform capabilities described herein and Party B desires to engage Party A for such services under the terms of this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the performance, delivery, ownership, confidentiality, and compensation for services and deliverables to be provided under this Agreement; and

WHEREAS, the Parties desire to reduce their agreement to writing and to define the scope, terms, and conditions under which the activities contemplated will proceed.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Signed USSO Agreement, including all Schedules and Exhibits attached hereto. "Work Product" means all deliverables, reports, designs, software, documentation, and other tangible or intangible results created, developed or delivered by or for a Party in the performance of services under this Agreement. "Confidential Information" means information that is designated in writing as confidential or that reasonably should be understood to be confidential given its nature.

2. SCOPE OF SERVICES

2.1 Party A shall perform the services described above in a professional and workmanlike manner in accordance with industry standards and the schedule set forth below. Party B shall provide all reasonable cooperation, access, and information necessary for Party A to perform.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party given at least days prior to the effective date of termination.

3.3 Termination for Cause. Either Party may terminate this Agreement upon material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. COMPENSATION; PAYMENT TERMS

4.1 Fees. As consideration for the services rendered, Party B shall pay Party A the fees set forth below or in an attached Fee Schedule. Total estimated fees (if applicable): $

5. CONFIDENTIALITY

5.1 Each Party shall keep confidential and shall not disclose to any third party any Confidential Information of the other Party, except as expressly permitted by this Agreement or required by law. Confidential Information does not include information that is or becomes publicly available without breach, was known to the Receiving Party prior to disclosure, or is independently developed without use of the Disclosing Party's Confidential Information.

5.2 The obligations under this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets and financial terms shall survive for as long as protection is permitted by applicable law.

6. INTELLECTUAL PROPERTY

6.1 Preexisting IP. Each Party retains all right, title and interest in and to its preexisting intellectual property and proprietary materials. Nothing in this Agreement transfers ownership of preexisting IP.

6.2 Work Product. Unless otherwise agreed in writing, all Work Product created solely by Party A in the performance of services under this Agreement shall be owned by . To the extent necessary, the creating Party agrees to assign and hereby assigns all right, title and interest in such Work Product to the designated owner and will execute any documents reasonably requested to effectuate such assignment.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, that its execution and delivery have been duly authorized, and that performance will not violate any other agreement or applicable law.

7.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of (a) the Indemnifying Party's breach of its representations, warranties or obligations under this Agreement, or (b) the gross negligence or willful misconduct of the Indemnifying Party.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Except for liability for breaches of confidentiality, indemnification obligations or a party's intentional misconduct, a Party's aggregate liability for direct damages under this Agreement shall not exceed the total fees paid or payable to Party A under this Agreement in the twelve (12) months preceding the claim.

10. INSURANCE

11. COMPLIANCE; DATA SECURITY

11.1 Each Party agrees to comply with all applicable federal, state and local laws, rules and regulations in performing its obligations under this Agreement.

11.2 If either Party will receive or process personal data or other sensitive information, that Party shall implement reasonable administrative, physical and technical safeguards to protect such data consistent with industry standards and applicable legal requirements.

12. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder must be in writing and addressed to the Parties at the addresses below (or to such other address as a Party may specify in writing).

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendment. No amendment or modification of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties.

13.2 Waiver. A Party's failure to enforce any provision of this Agreement shall not be construed as a waiver of future enforcement of that or any other provision.

13.3 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be deemed to have the same force and effect as original signatures.

14. GOVERNING LAW; VENUE

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

14.2 Venue. The Parties agree that exclusive jurisdiction and venue for any disputes arising out of this Agreement shall lie in the state and federal courts located within the county of the governing state selected above.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 Entire Agreement. This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

15.2 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

MISCELLANEOUS

16.1 Independent Contractors. The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between them.

16.2 Survival. Those provisions that by their nature should survive termination of this Agreement shall so survive, including but not limited to Sections 5 (Confidentiality), 6 (Intellectual Property), 8 (Indemnification), 9 (Limitation of Liability), and 15 (Entire Agreement; Severability).

Party A: Printed Name

Party A Name:

By:

Date:

Party B: Printed Name

Party B Name:

By:

Date:

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What a Signed USSO Agreement Is and when it’s used

A Signed USSO Agreement is a written contract that documents the agreed terms between two or more parties for a specified service, supply, or operational scope and that has been executed by authorized signatories. The phrase “Signed USSO Agreement” on this page denotes the completed, dated, and executed version of that contract, whether signed on paper or electronically. In the United States, electronic execution is generally valid under federal and state law when intent, consent, attribution, and retention are satisfied.

Why a properly signed USSO Agreement matters

A correctly executed Signed USSO Agreement clarifies rights, duties, pricing, and timelines, reduces disputes, and creates an enforceable record under ESIGN and applicable state law.

Why a properly signed USSO Agreement matters

Typical users and parties involved

The Signed USSO Agreement is used by operational teams, procurement, legal counsel, and finance groups that need a formal record of scope, deliverables, and signatures.

  • Procurement and Purchasing teams who track supplier commitments, pricing, and delivery milestones, and ensure contract terms align with purchase orders.
  • Legal and Contract administrators who review liability limits, indemnities, and governing law provisions before execution to reduce downstream risk.
  • Finance and Accounts Payable who confirm payment terms, tax forms, and invoice routing so payments and reporting comply with internal controls.

Different roles sign, approve, or archive the agreement depending on company policy and delegated authority.

Core elements to include in a professional Signed USSO Agreement

A clear, enforceable agreement groups essential items into sections so each party can identify obligations, timing, payment, remedies, and governing law without ambiguity.

Parties

Full legal names and entity types for all contracting parties, including DBA names where applicable and the signer’s role and authority to bind the organization.

Scope

A concise statement of services or goods, scope boundaries, deliverables, milestones, and acceptance criteria so performance expectations are unambiguous.

Payment

Payment amount, schedule, invoicing instructions, taxes, and any late fee or withholding rules, including reference to required tax forms such as a W-9 for U.S. payees.

Term

Effective date, term length, renewal mechanics, and termination triggers, plus any transition obligations on termination to avoid service gaps.

Liability

Limitations of liability, indemnity clauses, and insurance requirements tied to the scope of work and regulatory context.

Governing Law

Choice of state law and dispute resolution mechanism; specify venue and whether arbitration or litigation applies for predictable enforcement.

Step-by-step: Completing and obtaining signatures

Follow these core steps to prepare, route, and finalize a Signed USSO Agreement with clear evidence of execution.

  • 01
    Prepare Document: Assemble scope, pricing, and exhibits; check for missing fields.
  • 02
    Identify Signers: Confirm authorized signatories and their titles before sending.
  • 03
    Send for Signature: Route in order using an eSignature link or as an attached PDF.
  • 04
    Capture Audit Trail: Retain timestamps, IP, and completion certificates for proof.

Typical e-signing workflow for a Signed USSO Agreement

Electronic signing follows a repeatable workflow that creates a complete, time-stamped record for each signing event.

  • Upload: Sender uploads the agreement document to the signing platform.
  • Tag Fields: Sender places signature, date, and required input fields.
  • Notify Signers: Signers receive email or link and authenticate per settings.
  • Complete: Signed PDF and audit trail are produced and distributed.

Recommended configuration for online completion and routing

Configure these settings when preparing the agreement for electronic completion to reduce signer friction and ensure compliance.

Field Configuration
Signature Type Email link signature or typed/drawn signature accepted
Authentication Email verification with optional SMS code
Routing Order Sequential routing for approvals or parallel for countersignatures
Retention Export PDF/A with audit trail and secure storage

Technical requirements and integrations for eSubmission

Choose a signing platform that supports required file types, authentication, and your integration stack to maintain records and automate routing.

  • Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace
  • File Formats: PDF, DOCX, HTML, Excel
  • Authentication: Email, SMS, or advanced signer verification

Security and compliance features to expect

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Detailed timestamped event log
Certifications: SOC 2 Type II and ISO 27001
HIPAA Support: BAA available where required
21 CFR Part 11: Controls for FDA-regulated records
Accessibility: WCAG 2.0 Level AA support

Key risks and penalties from incorrect execution

Invalid Signature: May risk enforceability
Missed Deadline: Contract relief or damages
Tax Penalties: Failing information returns triggers IRC §6721 fines
I-9 Errors: Penalties per 8 CFR §274a.2
HIPAA Violations: Civil penalties and breach response costs
Notarization Failures: May require re-execution or court proof

Common preparation mistakes to avoid

  • Using informal or abbreviated legal names that do not match formation documents, which can delay acceptance or payment.
  • Leaving blank or ambiguous payment instructions that lead to invoicing disputes and delayed settlements.
  • Failing to confirm signer authority or title before routing, causing counterparty refusal or later repudiation.
  • Neglecting to attach referenced exhibits or SOWs so that scope and deliverables are unclear at execution.

Typical timelines, delivery expectations, and processing timeframes

Set realistic internal deadlines for review, signature, and archive to ensure obligations are met and records are retained for the required legal periods.

Review Period:

Allow 3–10 business days for internal legal and procurement review

Signer Response:

Expect signer turnaround in 24–72 hours when using eSignature links

Archive:

Store executed copy immediately after final signature

Notary / RON:

If notarization needed, allow 1–5 business days depending on scheduling

Contract Activation:

Effective date triggers payment and performance timelines

Frequently asked questions and troubleshooting tips

Answers to common questions about legality, notarization, revocation, and verifying signatures when using a Signed USSO Agreement.


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