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Team Member Services Agreement

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TEAM MEMBER SERVICES AGREEMENT

This Team Member Services Agreement ("Agreement") is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Company desires to engage Team Member to perform services described herein and Team Member desires to provide such services to Company on the terms and conditions set forth in this Agreement;

WHEREAS, Team Member represents that Team Member has the necessary expertise, qualifications and capacity to perform the services and will perform such services in a professional manner consistent with industry standards;

WHEREAS, the parties intend for this Agreement to set forth the full understanding between them regarding the performance, compensation and protection of confidential information.

1. SCOPE OF SERVICES

1.1 Services. Team Member shall perform the services described below (the "Services"). Team Member shall determine the method, details and means of performing the Services, subject to the terms of this Agreement.

2. PAYMENT TERMS

2.1 Compensation. As full compensation for the Services, Company shall pay Team Member the amounts and according to the schedule set forth below. Unless otherwise provided, compensation constitutes the entire monetary consideration for performance of the Services.

2.2 Taxes and Withholding. Except as otherwise required by law, Team Member is responsible for all taxes, withholdings, and other statutory obligations arising from compensation paid under this Agreement. Company may withhold amounts as required by applicable law.

3. TERM AND TERMINATION

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

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach, provided that certain breaches affecting safety, confidentiality or law may permit immediate termination.

3.3 Effect of Termination. Upon termination, Company shall pay Team Member for Services performed and approved expenses incurred through the effective date of termination. Sections relating to confidentiality, ownership of work product, indemnification and limitation of liability shall survive termination.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by a party relating to business operations, trade secrets, technical data, financial information, customer lists, or other information reasonably understood to be confidential.

4.2 Non-Disclosure. Team Member shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to perform the Services, and shall use Confidential Information solely for the performance of obligations under this Agreement. Team Member shall implement reasonable safeguards to prevent unauthorized disclosure.

4.3 Exclusions. Confidential Information does not include information that is or becomes generally available to the public other than through breach of this Agreement, was known to the recipient prior to disclosure, or is rightfully obtained from a third party without restriction.

5. OWNERSHIP AND INTELLECTUAL PROPERTY

5.1 Work Product. All deliverables and work product created by Team Member in connection with the Services shall be the sole and exclusive property of Company. To the extent any such work product does not automatically vest in Company, Team Member hereby assigns all right, title and interest to Company and agrees to execute documents to effectuate such assignment.

5.2 Pre-existing Materials. Notwithstanding the foregoing, Team Member retains ownership of pre-existing proprietary tools or materials not specifically developed for Company; Team Member grants Company a non-exclusive, transferable, royalty-free license to use such pre-existing materials solely as incorporated into the deliverables.

6. INDEPENDENT CONTRACTOR; INSURANCE

6.1 Status. Team Member is an independent contractor and not an employee, agent, joint venturer or partner of Company. Team Member shall be solely responsible for all employment-related obligations and for providing all equipment and personnel necessary to perform the Services unless otherwise agreed in writing.

6.2 Insurance. Team Member shall maintain at its expense the insurance coverage customary for the Services performed and shall provide proof of insurance upon request.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Indemnification. Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligent acts or willful misconduct.

7.2 Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for special, incidental, consequential or punitive damages, and each party's aggregate liability under this Agreement shall be limited to amounts paid or payable to Team Member in the twelve (12) months preceding the claim.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. This Agreement may be amended only by a writing signed by both parties.

10. MISCELLANEOUS

10.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a sale of substantially all of its business.

10.2 Notices. All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing.

10.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

SIGNATURES

Company (Print Name):

By:

Date:

Team Member (Print Name):

By:

Date:

Enter text✕

What a Team Member Services Agreement Covers

A Team Member Services Agreement is a written contract between an organization and an employee, contractor, or other team member that documents the scope of services, compensation, term, confidentiality, intellectual property assignments, and termination conditions. It allocates responsibilities, clarifies deliverables and timelines, and establishes the legal relationship for the services provided. The agreement often includes confidentiality and noncompete or assignment clauses where lawful, and it may reference applicable policies such as privacy, data security, and workplace conduct. The document can be signed electronically under federal and state e‑signature laws when executed correctly.

Why a Clear Written Agreement Matters

A clear Team Member Services Agreement reduces ambiguity about duties, payment, IP ownership, and confidentiality. It supports compliance with tax, labor, and privacy obligations and helps resolve disputes by documenting expectations and remedies.

Why a Clear Written Agreement Matters

Who Typically Prepares and Signs This Agreement

Parties should ensure authorized signatories execute the agreement and retain copies according to company policy and applicable retention laws.

  • Human resources and legal departments for onboarding and compliance purposes.
  • Hiring managers and project leads to document deliverables and timelines.
  • Independent contractors and consultants to confirm payment, scope, and IP terms.

Who Signs and Why

Company Representative

A named officer, HR director, or authorized manager should sign on the employer side to bind the organization and confirm budget, reporting, and oversight responsibilities.

Team Member

The employee, contractor, or consultant signs to acknowledge scope, compensation, confidentiality, and IP assignments; signature attribution supports enforceability under ESIGN and UETA.

Core Elements to Include in the Agreement

A professional Team Member Services Agreement clearly states the parties, scope, compensation, term, signatory authority, and post-termination obligations to reduce ambiguity and legal risk.

Parties

Use the full legal entity names and, for individuals, full legal names as shown on government ID to ensure correct identity and attribution for tax and legal notices.

Scope of Services

Describe services in specific terms, list deliverables, milestones, and acceptance criteria so payment triggers and performance obligations are objectively verifiable.

Compensation

State rate, payment schedule, reimbursable expenses, invoicing procedures, and which party is responsible for tax withholding to prevent misclassification disputes.

Term and Termination

Define effective and end dates, renewal mechanics, termination for convenience or cause, notice periods, and obligations that survive termination such as confidentiality.

Intellectual Property

Specify ownership of work product, assignment language for copyright or patentable results, and license scope for background IP to avoid later disputes.

Confidentiality and Compliance

Include nondisclosure terms, data-handling obligations, industry-specific addenda (for example HIPAA in healthcare), and audit or inspection rights where necessary.

Step-by-Step: Completing and Executing the Agreement

Follow this sequence to prepare, review, and finalize a Team Member Services Agreement in a compliant and auditable way.

  • 01
    Draft: Populate parties, scope, and payment fields with precise, verifiable information.
  • 02
    Review: Legal and HR review for tax, labor classification, and IP concerns.
  • 03
    Authorize: Confirm signatory authority and required approvals before sending to the team member.
  • 04
    Execute: Obtain signatures and store the final executed copy with retention metadata.

Typical Signing and Routing Workflow

A concise workflow ensures the agreement moves through drafting, approval, signing, and storage with required authentication and audit records.

  • Upload Document: Add the finalized draft to the signing platform or document management system.
  • Place Fields: Insert signature, date, and initial fields and any conditional sections for later routing.
  • Set Signers: Assign signer order and authentication methods per company policy.
  • Complete and Archive: Capture final signed PDF and audit trail, then archive according to retention policy.

Digital Workflow Settings to Configure

Configure key workflow settings before sending to ensure authentication, routing, and retention meet company and legal requirements.

Field Configuration
Signature Method Email link or authenticated eSign with SMS code
Authentication Email verification, SMS code, or advanced KBA where required
Routing Order Sequential or parallel signer order based on approvals
Retention Location Secure document store with versioning and export options

Delivery Channels and Technical Integrations

Integrations such as Salesforce, Microsoft 365, NetSuite, Google Workspace, and Box reduce manual steps and improve traceability.

  • Email Delivery: Standard method for one-off and low-friction signatures.
  • Integration Platforms: Connectors for HRIS, CRM, or ERP systems streamline storage and routing.
  • In-Person Signing: Kiosk or tablet mode for onsite execution when needed.

Typical eSignature Pricing and Feature Comparison

Compare common vendor starting prices and feature availability for high-volume or routine agreement signing. signNow appears first for parity of comparison.

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 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

Key Dates and Timing to Track

Track effective dates, payment schedules, renewal windows, and notice periods to avoid missed obligations and automatic renewals.

Effective Date Entry:

Enter as MM/DD/YYYY on execution to trigger obligations

First Payment Due:

Specify invoice terms and due days to avoid arrears

Renewal Notice:

Set deadline for notice of nonrenewal, often 30–60 days

Termination Notice:

Specify required notice period for convenience or cause

Tax Reporting:

Collect W-9 or W-8 forms before first payment to avoid backup withholding

Common Preparation Errors to Avoid

  • Using vague or overly broad scope language that leads to disputes over deliverables and acceptance criteria.
  • Failing to collect correct taxpayer information (W-9/W-8) before issuing payment, which can trigger backup withholding.
  • Omitting explicit IP assignment language when the team member will create copyrightable work or inventions.
  • Not confirming signatory authority for organizational signers, which can render the agreement unenforceable.

Consequences of Errors or Noncompliance

Invalid Agreement: May be voidable or unenforceable
Tax Penalties: Backup withholding or IRS penalties
I-9 Violations: Fines ranging per DHS guidance
HIPAA Fines: Potential civil penalties and corrective action
Misclassification Risk: Audits and back taxes or penalties
IP Disputes: Loss of ownership or costly litigation

Frequently Asked Questions

Answers to common legal, technical, and administrative questions about executing and managing a Team Member Services Agreement.


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