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Technology Addendum

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TECHNOLOGY ADDENDUM

This Technology Addendum (the "Addendum") is entered into as of Effective Date: and is made by and between Company Name: and Service Provider Name: .

WHEREAS

WHEREAS, the parties are currently bound by a Master Services Agreement titled: (the "Master Agreement") dated: ; and

WHEREAS, the parties desire to amend and supplement the Master Agreement to set forth specific technology deliverables, intellectual property allocation, data security obligations, fees and other terms applicable to the Services described below.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and in the Master Agreement, the parties agree as follows.

1. SCOPE OF WORK

2. PAYMENT TERMS

Total Fees for the Services shall be: (USD).

Overdue payments shall accrue interest at the lesser of (a) % per month or (b) the highest rate permitted by applicable law. Buyer shall also be responsible for reasonable collection costs.

3. TERM AND TERMINATION

This Addendum shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Addendum or the Master Agreement.

Either party may terminate this Addendum for convenience upon written notice delivered at least days prior to the effective date of termination. Termination for material breach shall be governed by the Master Agreement; provided, however, that material breach of the data security, confidentiality, or IP ownership provisions shall entitle the non-breaching party to injunctive relief and termination if the breach is not cured within thirty (30) days following written notice.

4. CONFIDENTIALITY

Each party shall maintain the confidentiality of Confidential Information of the other party using at least the same degree of care it uses to protect its own similar confidential information, but in no event less than a reasonable standard of care. "Confidential Information" includes non-public business, technical, customer and pricing information, and all non-public materials and information relating to the Services and Deliverables. Confidential Information shall not include information that is publicly known through no breach of this Addendum, independently developed without reference to Confidential Information, or lawfully obtained from a third party having the right to disclose it.

Upon expiration or termination of this Addendum, each party shall, at the disclosing party's election, return or securely destroy Confidential Information and certify such return or destruction within days.

5. DATA SECURITY AND PRIVACY

Provider shall implement and maintain reasonable administrative, physical, and technical safeguards appropriate to the nature of the data processed. Provider shall notify Company of any unauthorized access or data breach affecting Company data within days of discovery and shall cooperate in any remediation.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all right, title and interest in its preexisting software, tools, libraries and know-how ("Provider IP"). Company shall retain all right, title and interest in Company data. Provider hereby grants Company a non-exclusive, non-transferable, revocable license to use the Deliverables solely for Company's internal business purposes, subject to payment in full and compliance with the Master Agreement and this Addendum.

Any custom-developed software or code that is expressly identified as a "Work Made for Hire" in a written statement signed by both parties shall be owned by Company; otherwise ownership and licensing shall be allocated as set forth in the Master Agreement.

7. SUPPORT, MAINTENANCE AND CHANGES

Provider shall provide support and maintenance for the Deliverables as set forth in the support plan: . Changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties, specifying any adjustments to fees and schedule.

8. WARRANTIES; LIMITATION OF LIABILITY

Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. LIABILITY SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN THE MASTER AGREEMENT; if the Master Agreement is silent, the aggregate liability of each party for claims arising out of this Addendum shall not exceed the total fees paid under this Addendum in the twelve (12) months preceding the claim.

9. INDEMNIFICATION

Each party shall indemnify and hold harmless the other from and against third party claims to the extent arising from the indemnifying party's negligent acts, willful misconduct, or breach of confidentiality or data security obligations under this Addendum, subject to the notice and defense cooperation provisions of the Master Agreement.

10. GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of: , without regard to conflict of law principles.

11. ENTIRE AGREEMENT

This Addendum, together with the Master Agreement and any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral, relating to such subject matter. In the event of any conflict between this Addendum and the Master Agreement, the terms of this Addendum shall control with respect to the technology services described herein.

Amendments to this Addendum must be in writing and signed by authorized representatives of both parties.

Company:

By:

Date:

Service Provider:

By:

Date:

Enter text✕

What the Technology Addendum Is and When It Applies

A Technology Addendum is a contract attachment that defines responsibilities, security controls, data handling, and service levels for technology products or services provided under a primary agreement. It clarifies ownership of intellectual property, permitted uses of software and data, encryption and access requirements, breach notification procedures, and support and maintenance terms. The addendum is used to align legal, technical, and operational expectations between parties where software, hosting, integration, or managed services are involved, and it complements license or service agreements rather than replacing them.

Why a Technology Addendum Matters for Risk and Compliance

A clear Technology Addendum reduces ambiguity about data ownership, security obligations, and incident response, helping parties meet regulatory requirements and avoid disputes.

Why a Technology Addendum Matters for Risk and Compliance

Who Typically Prepares and Signs a Technology Addendum

The Technology Addendum is most often used by vendors, service providers, and customers when technology, hosted services, or integrations are part of a commercial relationship.

  • Procurement and Legal Teams: Review risk, liability, and compliance clauses before contracting.
  • IT and Security Leaders: Specify technical controls, encryption, access, and audit rights.
  • Business Unit Owners: Define functionality, SLAs, and acceptance criteria.

Parties should ensure authorized signatories execute the addendum and that technical teams can operationalize the specified controls.

Core Sections to Include in a Professional Technology Addendum

A well-constructed Technology Addendum organizes obligations and expectations into discrete sections so each party can quickly find responsibilities and acceptance criteria.

Scope of Services

Describe the covered products, services, modules, and integration points to avoid scope creep and support accurate billing and change control.

Data Ownership

Specify who owns customer data, permitted uses, export rights, and procedures for return or deletion at termination.

Security Controls

List encryption standards, access controls, vulnerability management, logging, and breach notification timelines.

Service Levels

Define uptime commitments, measurement methods, credits for outages, maintenance windows, and escalation procedures.

Compliance and Audit Rights

State which certifications apply (for example, SOC 2, ISO 27001) and the vendor’s obligations to permit audits or provide reports.

Change Management

Describe how upgrades, patches, and feature changes are communicated, scheduled, and approved to minimize operational disruption.

Essential Technical and Compliance Details to Capture

Encryption: AES-256 at rest | TLS 1.2/1.3 in transit
Authentication: MFA for admin accounts | SSO/SAML available
Data Location: Specify region or country of data hosting
Breach Notification: Timeline and format for incident disclosures
Certifications: SOC 2 Type II | ISO 27001 | HIPAA (if BAA executed)
Retention: Backup and deletion schedules and secure disposal

Step-by-Step: How to Complete a Technology Addendum

Follow a structured sequence to prepare, review, and finalize the Technology Addendum to ensure all legal, technical, and commercial items are addressed before signature.

  • 01
    Gather Documents: Collect the master agreement, SOWs, and input from legal and IT.
  • 02
    Define Scope: List products, services, integrations, and data classes covered.
  • 03
    Specify Controls: Document encryption, authentication, auditing, and backup requirements.
  • 04
    Review and Sign: Legal and authorized signatories approve and sign the addendum.

Configuring an Online Workflow for the Technology Addendum

Set up a digital review and signature flow that maps internal approvers and preserves an audit trail for compliance and future reference.

Field Configuration
Signer Order Define sequential or parallel signer steps
Authentication Choose email, SMS code, or KBA where required
Templates Create reusable addendum templates with conditional fields
Audit Settings Enable full audit trail and retention export

Where to Send and How Routing Typically Works

A predictable routing plan avoids delays; map the document path from preparer to approvers, technical reviewers, and authorized signatories.

  • Preparer: Uploads the addendum and attaches supporting exhibits
  • Technical Reviewer: Validates security and operational clauses
  • Legal/Procurement: Confirms liability, indemnity, and commercial terms
  • Authorized Signer: Executes the addendum and stores a signed copy

Digital Signing and eSubmission: Platform Requirements

Define minimal technical requirements for eSigning, storage, and platform integrations to ensure executed addenda meet legal and operational needs.

  • File Formats: PDF, DOCX accepted and preserved as final PDF
  • Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace
  • Authentication: Email links, SMS codes, SSO, or advanced signer auth

Ensure the chosen platform maintains an immutable audit trail, supports required certifications, and allows export of signed records for legal retention.

Typical Timelines and Processing Expectations

Set explicit timelines for review, signature, implementation, and transition activities to coordinate operational handoffs and SLA start dates.

Internal Review Period:

5–10 business days for legal and IT review

Negotiation Window:

Up to 30 calendar days for substantive redlines

Execution Deadline:

Specify a cut-off date for signature validity

SLA Effective Date:

Date when uptime and support obligations begin

Transition Period:

Typical handover 30–90 days post-signature

Common Mistakes to Avoid When Preparing the Addendum

  • Vague data ownership language that leaves export and portability unclear, causing disputes at termination
  • Missing breach notification timelines or failing to define who pays remediation costs after an incident
  • Unspecified backup and retention procedures that impede recovery and regulatory compliance
  • Omitting authorized signatory names or failing to verify authority, which can render the addendum unenforceable

Risks and Contract Remedies for Noncompliance

Regulatory Fines: Potential penalties for HIPAA or data protection breaches
Contract Damages: Liability for agreed service credits or indemnity obligations
Reputational Harm: Customer loss and public disclosure costs
Operational Disruption: Service downtime and remediation expenses
Termination Rights: Early termination for repeated SLA failures
Legal Costs: Attorney fees and litigation exposure

eSignature Platform Pricing and Feature Snapshot

Compare starting prices and core capabilities relevant to executing Technology Addenda and maintaining signed records; signNow is listed first as the baseline for 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 free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes (Business Premium) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently Asked Questions About the Technology Addendum

Answers to common questions about execution, enforceability, and practical implementation of a Technology Addendum.


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