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Uggerly Business Services Agreement

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UGGERLY BUSINESS SERVICES AGREEMENT

This Business Services Agreement (the "Agreement") is made effective as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein and Service Provider has expertise, personnel and resources necessary to perform such services in accordance with the terms set forth below.

WHEREAS, the parties intend for this Agreement to set forth the entire understanding between them with respect to the subject matter and to allocate the risks between the parties.

WHEREAS, the parties desire that Service Provider commence work promptly upon the Effective Date specified above or upon the Start Date: .

SCOPE OF WORK

Service Provider will provide the services and deliverables described below (the "Services" and "Deliverables"). Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for Services according to the following payment terms.

All payments shall be made in lawful currency of the United States unless otherwise agreed in writing. Service Provider shall submit invoices in sufficient detail to permit Client to determine the nature and amount of fees and expenses claimed. Client shall pay undisputed amounts within the invoice due period set forth above.

EXPENSES

Reimbursable expenses (if any) will be treated as follows.

Check to authorize reimbursable expenses consistent with Client policies

Service Provider shall obtain Client's prior written approval for any single expense exceeding $.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written Notice Period: days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure within 15 days after receiving written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the disclosed Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all Deliverables shall be considered "work made for hire" and Client shall own all right, title and interest in and to such Deliverables upon payment in full. To the extent ownership cannot by operation of law vest in Client, Service Provider hereby assigns and agrees to assign all right, title and interest in such Deliverables to Client subject to payment in full.

Service Provider retains ownership of its pre-existing materials, general skills, know-how and methodologies; Client is granted a nonexclusive license to the extent necessary to use the Deliverables for its business operations.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its gross negligence or willful misconduct in connection with this Agreement. Neither party shall be liable for consequential, incidental, indirect, punitive or special damages, provided that this limitation shall not apply to liability for a party's breach of confidentiality obligations or indemnification obligations.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment shall be effective unless in writing and signed by duly authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses below or such other address as either party may designate by notice to the other.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or corporate reorganization so long as the assignee assumes all obligations hereunder.

Waiver: The failure of either party to enforce any right shall not constitute a waiver of that right. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Client - Printed Name:

Service Provider - Printed Name:

Client - By:

Client - Date:

Client - Title:

Service Provider - By:

Service Provider - Date:

Service Provider - Title:

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What the Uggerly Business Services Agreement Is

The Uggerly Business Services Agreement is a standardized commercial services contract used by businesses to define scope, deliverables, payment terms, indemnities, confidentiality, and termination. It sets expectations between a service provider and a client, allocating responsibilities and risk. Commonly used for consulting, IT, marketing, and ongoing operational services, the agreement combines performance milestones, acceptance criteria, invoicing schedules, and dispute resolution clauses. Parties may add attachments such as statements of work, pricing exhibits, or data protection addenda. When executed properly, the agreement creates enforceable obligations under state contract law and federal e-signature statutes.

Why a Clear Agreement Matters

A clear Uggerly Business Services Agreement reduces disputes, defines payment and delivery expectations, and preserves rights through indemnity and limitation clauses. It supports enforceability when combined with compliant electronic signing and consistent record retention practices under U.S. law.

Why a Clear Agreement Matters

Who Typically Uses This Agreement

Typical users include businesses that buy or sell services, in-house legal teams, procurement, and independent consultants managing recurring engagements.

  • Small business owners and founders managing contractor relationships and service delivery.
  • Procurement, operations, and vendor managers enforcing SLA terms and payment schedules.
  • In-house counsel and outside attorneys reviewing liability, indemnities, and termination language.

Use the agreement to standardize expectations across projects and to create a defensible record for disputes and compliance.

Key Roles Who Sign and Manage the Agreement

Service Provider

A designated company representative responsible for delivering services, managing subcontractors, and certifying milestone completion. This person must have authority to accept terms, sign amendments, and coordinate technical or performance-related communications throughout the contract lifecycle.

Client Representative

A client-side contact authorized to approve deliverables, approve invoices, and request changes. This role ensures acceptance criteria are applied consistently and can escalate issues to legal or procurement when contract interpretation or payment disputes arise.

Core Sections to Include in the Agreement

Core sections define obligations, compensation, timelines, risk allocation, confidentiality, and dispute resolution to make the agreement practical, auditable, and enforceable across commercial relationships.

Scope

Describe services, deliverables, milestones, acceptance criteria, and any excluded work. A precise scope reduces change order disputes and clarifies billing obligations during project performance and post-delivery support.

Payment

Set currency, amounts, invoice schedule, late payment remedies, and any retainers. Include tax responsibility and whether expenses or third-party costs are reimbursable to avoid billing conflicts.

Liability

Define liability caps, exclusions, and indemnities. Tailor limits to project size and consider mutual indemnification for IP infringement and third-party claims to manage financial exposure.

Confidentiality

Specify confidential categories, permitted disclosures, data handling rules, and return or destruction requirements. Include survival period for confidentiality obligations beyond termination. Also address encryption and subcontractor obligations.

Data Protection

Include data handling standards, breach notification timelines, and compliance with HIPAA or other applicable privacy laws. Require subprocessors to meet equivalent controls and permit audits when necessary.

Dispute Resolution

Name governing law, venue, and whether arbitration or litigation applies. Provide procedures for informal cure and escalation to reduce litigation costs and preserve business relationships.

Step-by-Step: Completing and Executing the Agreement

Follow these steps to complete and execute the Uggerly Business Services Agreement accurately, whether using paper or a compliant eSignature platform.

  • 01
    Prepare Document: Gather SOW, pricing, and contact details.
  • 02
    Confirm Parties: Verify legal names and signatory authority.
  • 03
    Set Terms: Enter payment, milestones, and termination clauses.
  • 04
    Execute: Collect signatures and retain final executed copy.

Configuring an Online Signing Workflow

Configure an electronic workflow to assign roles, set required fields, apply conditional logic, and route for approval before final signature to streamline execution.

Field Configuration
Signer Order Set sequential or parallel signing.
Authentication Choose email, SMS, or KBA.
Conditional Fields Show fields only when applicable.
Reminders Schedule automatic signing reminders by email and SMS.

Platform and Integration Considerations

Electronic execution requires compatible file formats, signer authentication, and secure storage that meets regulatory controls.

  • Supported Formats: PDF, DOCX, and HTML supported.
  • Integrations: Connectors for CRM and cloud storage.
  • Authentication Options: Email, SMS, SSO, and advanced methods.

Where to Send and Store the Agreement

Typical routing for the agreement moves from drafter to approvers, to signers, then to accounting and legal for recordkeeping and enforcement.

  • Draft: Prepare document and attachments in editable format.
  • Review: Route to stakeholders for redlines.
  • Sign: Collect signatures via eSignature or wet ink.
  • Archive: Store executed copy and audit trail securely.

Typical eSignature Plan Pricing and Core Features

Comparison of typical entry-level plans and core features relevant to executing the Uggerly Business Services Agreement and eSignature workflows.

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 (plan varies) Yes Yes Yes Yes
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA) Yes Yes No No

Security, Compliance, and Certifications

Encryption In Transit: TLS 1.2 and TLS 1.3 in transit.
Encryption At Rest: AES-256 encryption for stored data.
Certifications: SOC 2 Type II and ISO 27001 certified.
HIPAA: Supports HIPAA with signed BAA required.
21 CFR Part 11: Compliant controls for FDA-regulated electronic records.
Accessibility: WCAG 2.0 Level AA conformance.

Penalties and Risks of Incorrect or Incomplete Agreements

1099 Penalties: §6721 fines $60–$660+ per form.
I-9 Violations: $281–$2,789 per violation.
Backup Withholding: 24% withholding rate applies.
Void Agreements: Missing signatures risk unenforceability.
Notary Errors: Incorrect notarization may void filings.
Privacy Breach: HIPAA violations incur civil and criminal penalties.

Common Preparation Mistakes to Avoid

  • Using informal or abbreviated party names can cause delays and may trigger tax withholding or require corrective amendments filed with vendors and payers.
  • Failing to specify acceptance criteria or deliverable milestones leads to disputes over completion and can delay final payment or warranty obligations.
  • Omitting confidentiality scope or data protections increases legal risk, especially when the work handles regulated data such as health or financial information.
  • Relying on informal email confirmations instead of signed amendments creates evidentiary weaknesses that complicate enforcement in litigation or arbitration.

Key Dates and Deadlines to Track

Common timing and deadlines tied to the agreement include effective dates, invoice due dates, renewal notices, cure periods, and termination notice requirements.

Agreement Effective Date and Start:

Contract obligations begin on this date; use MM/DD/YYYY format.

Invoice Due Date and Terms:

Invoices payable in Net 30 unless otherwise specified; include late fee terms.

Automatic Renewal Notice Period Required:

Specify notice window for opt-out or renewal; commonly 30–60 days.

Cure Period for Material Breach:

Provide defined cure time to remedy defaults before termination rights apply.

Termination Notice Requirements and Process:

State required notice period and delivery method for valid termination communications.

Real-World Examples of Agreement Use

Real world examples show how the Uggerly Business Services Agreement governs delivery, payments, and dispute resolution across service arrangements.

Optica Ventures

Optica Ventures used the agreement to standardize consulting engagements and attach statements of work for each client to reduce billing disputes.

  • Saved administrative time on renewals and invoices.
  • Brian Fitzgibbons, COO, said the interface is simple and easy-to-use for their team and customers; standard agreements and attached SOWs improved turnaround and reduced client confusion during renewals and invoicing.

Martin Properties

Martin Properties applied the agreement to leasing and property management contracts, enabling consistent clauses across agents and tenants to speed closings.

  • Enabled remote execution and faster tenant onboarding.
  • Tim Martin, Founder, reported processing and executing documents online with compliance and built-in security, enabling mobile or offline signing and efficient return of forms to required parties, which improved closing speed and record accuracy.

Practical Tips for Accurate Completion

Practical tips to complete the agreement accurately and reduce post-signature disputes and administrative overhead for both parties.

Use clear exhibit and SOW attachments
Attach a detailed statement of work that lists tasks, milestones, acceptance tests, and delivery dates. Linking payment milestones to acceptance criteria reduces subjectivity about completion and minimizes disputes over invoicing or change orders.
Confirm signatory authority and TINs
Verify that each signer has authority to bind their entity and confirm taxpayer identification numbers for payment reporting. Correct TIN errors before payments to avoid backup withholding and IRS correction notices.
Document version control and naming
Keep a single master document, record all redlines and approved revisions, and save executed copies with date, parties, and version numbers. This practice simplifies audits and legal review.
Review data protection and compliance clauses
Assess whether HIPAA, GLBA, or other privacy laws apply and include required provisions. Require subprocessors to meet equivalent controls and include breach notification timelines and insurance requirements.

Frequently Asked Questions

Answers to common questions about completing, signing, and enforcing the Uggerly Business Services Agreement, including eSigning, witnesses, and recordkeeping.


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