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Tendo Systems Business Services Agreement

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TENDO SYSTEMS BUSINESS SERVICES AGREEMENT

This Business Services Agreement (the Agreement) is made and entered into as of (Effective Date) by and between:

Client Name:

Service Provider: Tendo Systems (Service Provider Representative):

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business, technical and consulting services as described herein; and

WHEREAS, Service Provider has represented that it has the expertise, personnel and resources necessary to provide such services and is willing to perform the services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance of the services.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The specific tasks, deliverables, milestones and acceptance criteria shall be set forth in the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider for performance of the services as follows. All fees are payable in United States dollars unless otherwise agreed in writing.

Invoices shall be rendered by Service Provider in accordance with the Payment Schedule. Unless otherwise agreed, Client shall pay each undisputed invoice within days of receipt. Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable out-of-pocket expenses pre-approved in writing.

TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for 30 days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) acknowledges that it may receive Confidential Information of the other party (Discloser). Confidential Information means non-public information disclosed in any form that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Recipient shall: (a) hold Confidential Information in strict confidence; (b) use it solely to perform obligations under this Agreement; and (c) not disclose it to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property, tools, methodologies and know-how. Deliverables created specifically for Client under this Agreement will be deemed work made for hire to the extent permitted by law; if any deliverable cannot be deemed work made for hire, Service Provider hereby assigns to Client all right, title and interest in such deliverables upon full payment. Service Provider may retain copies of deliverables for its records and for use in internal processes, provided that use does not disclose Client Confidential Information.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Service Provider represents and warrants that the services will be provided in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Client shall defend, indemnify and hold harmless Service Provider and its affiliates, officers and employees from and against any third-party claims arising out of Client's use of the deliverables, Client's violation of applicable law, or Client's breach of this Agreement, except to the extent caused by Service Provider's gross negligence or willful misconduct. Service Provider shall defend and indemnify Client from third-party claims alleging that deliverables infringe a third party's issued patent, copyright or trade secret, provided Service Provider is promptly notified and given sole control of the defense and settlement.

INSURANCE

Service Provider shall maintain customary commercial general liability and professional liability insurance in amounts appropriate to the services performed and shall provide certificates of insurance upon request.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested) or by email with confirmation of receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve disputes by negotiation. If unresolved, disputes will be resolved by binding arbitration held in the county of the governing state unless the parties agree otherwise.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any attached Scope of Work and exhibits, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations. Any modification must be in writing and signed by authorized representatives of both parties.

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver of that provision or any other.

EXECUTION

IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representatives as of the Effective Date.

Client:

By:

Title:

Date:

Service Provider:

By:

Title:

Date:

Enter text✕

What the Tendo Systems Business Services Agreement Is

The Tendo Systems Business Services Agreement is a standard commercial contract template that sets out the scope of services, payment terms, delivery schedule, confidentiality, intellectual property, termination rights, and dispute resolution between a service provider and a client. It documents obligations, milestones, and acceptance criteria, and is designed for use in recurring or project-based service engagements. The template is compatible with electronic signature workflows where allowed by governing law and can be adapted to include regulatory addenda such as HIPAA business associate provisions or state-specific clauses.

Why a Clear, Signed Agreement Matters

A written services agreement clarifies expectations, reduces dispute risk, and creates enforceable obligations. Using a consistent template improves onboarding speed, makes invoicing predictable, and supports downstream audit and recordkeeping obligations under federal and state rules including ESIGN and UETA compliance.

Why a Clear, Signed Agreement Matters

Who Typically Completes This Agreement

Common users include procurement, operations, legal teams, and contractors who need clear contractual terms for business services.

  • Service providers and independent contractors managing deliverables and billing under the contract.
  • Corporate procurement or vendor management teams issuing terms and validating SLAs and pricing.
  • In-house or external legal counsel reviewing indemnities, IP clauses, and governing law choices.

Use the following roles to determine responsibilities for completion, review, signature, and storage.

Primary Signatory Roles

Service Provider

A company officer or authorized representative who can legally bind the vendor. This person should be listed by full legal name and title and must be authorized to accept payment terms, warranty disclaimers, and IP assignment provisions on behalf of the provider.

Client Representative

An employee or purchasing agent with contract authority for the buyer organization. The client signer should include name, title, and contact information and confirm acceptance of scope, fees, and the governing state law selected in the agreement.

Core Sections to Include in a Professional Agreement

A complete Business Services Agreement groups essential legal and commercial terms so both parties understand deliverables, payments, and protections.

Scope of Services

Specify tasks, deliverables, milestones, and acceptance criteria in measurable terms. Attach exhibits or SOWs for detailed project schedules to avoid ambiguity during performance and payment disputes.

Term & Termination

State the contract start and end dates, renewal mechanics, and termination rights for convenience or for cause. Include notice periods and obligations triggered on termination.

Fees & Payment

Define the fee structure (fixed, hourly, milestone), invoicing frequency, payment terms, late interest, and any expense reimbursement rules to prevent billing disputes.

Confidentiality

Include mutual or one-way nondisclosure provisions, data handling limits, and survival periods for sensitive information to protect trade secrets and client data.

Intellectual Property

Allocate ownership of deliverables, preexisting materials, and any license grants. For software or creative work, specify assignment, work-for-hire language, or license scope.

Liability & Indemnity

Set caps on liability, exclusions for consequential damages where permitted, and mutual indemnities for third-party claims arising from negligence or IP infringement.

Quick Step-by-Step: Complete and Sign the Agreement

Follow these sequential steps to ensure a valid, enforceable agreement and a reproducible signing record.

  • 01
    Prepare Draft: Assemble scope, fees, exhibits and required addenda.
  • 02
    Review and Negotiate: Legal and finance teams confirm terms and edits.
  • 03
    Place Signature Fields: Add signature, date, and initial fields for each party.
  • 04
    Execute Electronically: Send for eSignature with authentication and audit trail.

Typical Electronic Signing Flow

A standard e-sign workflow reduces turnaround time while preserving evidentiary records. These are the core actions.

  • Upload Document: Add the final contract PDF or DOCX to the signing platform.
  • Assign Fields: Place required signature, initials, and date fields for each signer.
  • Send to Signers: Use email invites or secure links to deliver documents to signers.
  • Archive Records: Store signed copies and audit trails for compliance and audit purposes.

Typical Workflow Settings for Online Completion

Configure these settings before sending the agreement to ensure appropriate authentication, notifications, and retention.

Field Configuration
Authentication Email link or SMS code depending on signer risk.
Reminders Set automated reminders at 3 and 7 days after send.
Access Expiration Define link expiry (e.g., 30 days) to limit exposure.
Audit Trail Capture IP, timestamps, and signer events for evidence.

Technical Considerations for eSubmission

Confirm platform compatibility and authentication options before sending so records meet legal and audit requirements.

  • Integrations: Connectors for CRM and document storage (Salesforce, NetSuite, Google Workspace) simplify routing and archive.
  • File Formats: Use PDF or DOCX to preserve formatting; platforms commonly accept both for field placement.
  • Authentication: Choose email, SMS, or stronger methods (KBA/2FA) depending on transaction sensitivity.

Keep execution records and export signed PDFs with accompanying audit trails and metadata for retention and compliance purposes.

Typical eSignature Vendor Comparison for Executing This Agreement

Compare common vendor attributes when selecting an eSignature provider. signNow appears first per platform considerations.

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 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 by plan Varies by plan Varies by plan

Common Filing and Reporting Deadlines to Consider

Certain tax and reporting deadlines intersect with vendor payments and information reporting; observe these dates to avoid penalties.

W-9 Provision:

Provide W-9 upon request from a payer; used to collect TIN for reporting

1099-NEC Deadline:

Issue 1099-NEC to recipients and IRS by Jan 31 each year

Individual Tax Return:

Form 1040 due April 15 with extension to Oct 15 if requested

FBAR Deadline:

FinCEN Form 114 due April 15 with automatic extension to Oct 15

1099-MISC Paper:

Paper filings to IRS typically due Feb 28; electronic by Mar 31

Key Contract Milestones and Typical Timeline

A short milestone view helps coordinate negotiation, execution, and operational start dates for service delivery.

01

Negotiation Complete

Parties finalize terms and agree on exhibits before routing for signature

02

Execution

All authorized signers sign and dated signatures are captured

03

Service Commencement

Work begins on the Effective Date or agreed start date

04

Renewal or Close-out

Begin renewal conversations or complete final acceptance and invoicing

Common Mistakes to Avoid When Preparing the Agreement

  • Using informal or abbreviated legal names that do not match tax records or formation documents.
  • Failing to attach referenced exhibits, schedules, or statements of work before execution.
  • Omitting payment triggers or acceptance criteria that allow disputes over milestone completion.
  • Neglecting to set authentication or retention settings for electronic signatures and audit trails.

Security and Compliance Features to Expect

In-Transit Encryption: TLS 1.2/1.3
At-Rest Encryption: AES-256
Certifications: SOC 2 Type II; ISO 27001
Regulatory Support: ESIGN and UETA compliant
Healthcare Controls: HIPAA support with BAA
FDA / Audit: 21 CFR Part 11 support available

Short Risks and Penalty Overview

Tax Filing Penalties: IRC §6721 late-filing fines
I-9 Violations: Civil fines for improper employment verification
HIPAA Fines: Civil monetary penalties for PHI breaches
Contract Invalidity: Improper signature or authority
Data Breach Costs: Notification and remediation expenses
Litigation Exposure: Damages and legal fees

Real-World Examples of Use

These brief case arcs show how similar organizations use an online services agreement to speed execution and preserve compliance.

Optica Ventures (COO)

Optica used the template to standardize vendor onboarding and invoicing across multiple portfolios, reducing negotiation time by standard terms.

  • The team implemented clear SOW exhibits and automated signature routing to enforce payment schedules.
  • As a result, internal review time declined and vendors received predictable payment terms, improving operational efficiency and record retrieval for audits.

Martin Properties (Founder)

Martin Properties migrated lease and services contracts to electronic execution for remote closings and maintenance agreements.

  • They added state-specific disclosure exhibits and notarization where required.
  • This allowed on-the-go execution while preserving audit trails and compliance with state recording and privacy obligations.

Frequently Asked Questions About Execution and Validity

Answers to common questions about signing, notarization, amendment, and record retention for this agreement.


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