Is an electronic signature valid?

Yes. Electronic signatures are enforceable under the ESIGN Act and UETA when intent, consent, attribution, and retention are satisfied. Confirm any industry-specific exceptions before relying solely on an electronic signature.

Do I need notarization or witnesses?

Most commercial upgrade/downgrade agreements do not require witnesses, but some states or specific document types may require notarization for recordation or to create a self-proving document.

Can the change be reversed?

Revisions should be handled through a signed amendment or a mutual rescission agreement. Until a new agreement is signed, prior terms generally remain in effect unless parties agree otherwise in writing.

What if billing calculations are disputed?

Maintain calculation worksheets, timestamps, and audit trails. Reconcile invoices promptly and apply documented proration formulas to resolve discrepancies without needing legal escalation.

Are remote notarizations acceptable?

Remote online notarization (RON) is permitted in many states but rules vary. Verify state RON authority and recording retention requirements before relying on it for notarized execution.

How do I store executed agreements securely?

Use encrypted storage with access controls, an immutable audit log, and a documented retention schedule aligned with tax and industry requirements to support audits and legal defenses.

Electronic Signature
Templates
Miscellaneous
Upgrade-Downgrade Agreement

Upgrade-Downgrade Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

Upgrade-Downgrade Agreement

This Upgrade-Downgrade Agreement ("Agreement") is made effective as of Effective Date: by and between Provider Name: and Client Name: .

RECITALS

WHEREAS, Provider offers subscription-based services, products, or service tiers and maintains the operational capacity to adjust a Client's service tier on commercially reasonable terms; and

WHEREAS, Client desires to effect a service Upgrade or Downgrade as described herein and the parties wish to set forth the terms under which such change will be implemented, billed and governed.

WHEREAS, the parties intend this Agreement to document the changes to scope, pricing, effective date, and the parties' respective obligations effective as of the Effective Date set forth above.

TRANSACTION TYPE

The Client elects the following transaction (select one):

Select Transaction

Upgrade Downgrade

SCOPE OF WORK

Provider agrees to implement the following changes to Client's services. The parties shall cooperate to carry out the implementation in accordance with the description below.

Describe services, affected components, and acceptance criteria

SERVICE DETAILS

Service Identifier: Current Tier: New Tier:

Effective Change Date:

PAYMENT TERMS

The parties agree to the following compensation and billing arrangements associated with the Upgrade/Downgrade.

Adjustment Amount Billing Schedule and Method Late Fee / Interest on Overdue Amounts

Payment adjustments for Upgrades will be billed pro rata for the remainder of the billing cycle unless otherwise stated. Downgrades may be subject to minimum term obligations or non-refundable fees as set forth in this Agreement or the underlying Master Service Agreement.

TERM AND TERMINATION

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

Notice Period for Termination

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period required herein. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services rendered or implementation costs incurred.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" includes pricing, technical specifications, customer data, and other non-public business information. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted by this Agreement or required by law. Confidentiality obligations shall survive termination for a period of three (3) years, or longer if required by applicable law or the underlying agreement between the parties.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , excluding its choice-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any action arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any referenced exhibits or the parties' Master Service 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, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Provider Notice Contact Client Notice Contact

Notices shall be given in writing and shall be deemed to have been delivered when delivered in person, by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, to the addresses set forth in the parties' contacts above or to such other address as a party may designate by written notice.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. Any attempted assignment in violation of this provision shall be void.

If any provision of this Agreement is found to be unenforceable, the remainder of this Agreement shall remain in full force and effect and the parties shall negotiate in good faith to replace the unenforceable provision with a valid provision that most closely approximates the parties' original intent.

Provider:

By:

Date:

Client:

By:

Date:

What an Upgrade-Downgrade Agreement Is and when it applies

An Upgrade-Downgrade Agreement documents a mutually agreed change to the scope, tier, or level of services or products between contracting parties. It records the effective date, revised fees or credits, any prorated adjustments, transitional responsibilities, updated deliverables, and how disputes will be handled. Typical use cases include subscription plan changes, service-level adjustments, license tier changes, or swaps of bundled offerings. A clear agreement minimizes billing disputes, sets expectations for implementation, and preserves evidence of consent and consideration for contract enforcement.

Why a formal Upgrade-Downgrade Agreement matters

Using a written agreement clarifies financial adjustments, preserves proof of consent, reduces operational errors during the transition, and protects both parties by documenting effective dates, notice periods, and any refund or chargeback process.

Who typically completes an Upgrade-Downgrade Agreement

Organizations and individuals use these agreements when changing subscription tiers, service levels, or contractual deliverables; the form records agreed terms before implementation.

Subscription managers and SaaS billing teams managing plan changes and proration details across large customer bases.
Procurement or vendor managers altering levels of purchased services for an enterprise or department.
Property or asset managers modifying service add-ons or maintenance tiers tied to leases or facility contracts.

Using a consistent template helps contract administrators, billing teams, and legal reviewers apply uniform standards and avoid misunderstandings during transitions.

Key signer roles and responsibilities

Plan Administrator

The person who prepares the upgrade/downgrade terms, calculates proration or credits, and coordinates internal approvals. They ensure fees and effective dates align with billing systems and notify operations teams of required changes.

Authorized Signer

An officer or delegated agent with authority to bind the organization. This signer accepts revisions to contract terms and confirms that the organization consents to new pricing and obligations stated in the agreement.

Step-by-step: completing and executing the agreement

Follow these steps in order to prepare, approve, and finalize an Upgrade-Downgrade Agreement with minimal friction and audit-ready records.

01

Prepare Document: Draft or select the template and enter current and new service details.
02

Calculate Adjustments: Compute prorated charges or credits and note the billing impact.
03

Review Internally: Obtain approvals from finance, legal, or product teams as required.
04

Execute: Collect signatures and provide fully signed copies to all parties.

Typical electronic transaction flow for this agreement

A concise digital workflow reduces turnaround time and creates an auditable trail from upload to final signature.

Upload Agreement: Add the completed draft to the signing platform as a PDF or DOCX.
Place Fields: Insert signature, initial, date, and calculated fields where needed.
Add Signers: Assign signers and set signer order or role-based routing.
Deliver Signed Copy: Platform sends executed copies and an audit report to all participants.

Technical and platform considerations for digital completion

Choose a platform that supports the file formats, authentication strength, and integrations your workflow requires.

File Formats: PDF and DOCX supported
Authentication: Email, SMS code, or advanced methods
Integrations: CRM and billing system links

Security, compliance, and technical safeguards to expect

Encryption: AES-256 at rest and TLS 1.2/1.3 in transit

Audit Trail: Timestamped logs and IP recording

HIPAA BAA: Available for PHI workflows

21 CFR Part 11: Support for FDA-regulated records

SOC 2: SOC 2 Type II certification

Accessibility: WCAG 2.0 Level AA compliance

Common preparation errors to avoid

Failing to specify the effective time of the change, which creates ambiguity about billing start and service delivery.
Using vague plan labels rather than SKU or exact tier names, causing incorrect provisioning or incorrect invoices.
Neglecting internal approvals, which can lead to reversed credits or compliance gaps with procurement rules.
Omitting who bears transitional costs or responsibilities, which often creates disputes about refunds or remediation.

Potential legal and financial risks from an incorrect agreement

Unenforceable Terms: Ambiguous obligations

Billing Disputes: Refunds or chargebacks

Regulatory Exposure: Noncompliance fines

Data Errors: Incorrect invoicing

Revocation Risk: Signatures challenged

Operational Delay: Service provisioning halt

Essential sections to include in a professional agreement

A complete Upgrade-Downgrade Agreement organizes the change into clearly labeled clauses so each party understands timing, cost, and responsibilities.

Parties

Name each contracting party precisely and include contact information so notices and billing communications route correctly and are legally attributable.

Scope

Describe the services or products affected by the change with SKU or plan identifiers, feature lists, and exclusions to avoid scope creep.

Effective Timing

State the exact effective date and any conditions precedent, such as payment of outstanding balances or completion of an onboarding checklist.

Pricing

List the new recurring price, one-time charges, credits, and the proration method used to calculate mid-cycle adjustments.

Transition

Allocate responsibilities for data migration, termination of prior services, and any service interruptions with timelines and acceptance criteria.

Signatures

Provide signature blocks for authorized representatives, including printed name, title, date, and an attestation that parties agree to updated terms.

Configuring a digital workflow for upgrades and downgrades

Set up fields, authentication, reminders, and retention rules in advance to ensure consistent processing and billing integration.

Field	Configuration
Authentication Method	Email link, SMS, or stronger MFA
Field Types	Signature, date, initials, calculated field
Auto-Reminders	Set reminders and expiry windows
Retention Settings	Archive signed copies for required period

Time-sensitive dates and deadlines to record

Capture all relevant dates to prevent billing or service gaps and to establish clear notice periods for each party.

Request Date:

Date the change request was submitted by the initiating party

Effective Date:

Date the new pricing and service terms begin

Proration Cutoff:

Last date/time used to calculate partial-period charges

Renewal Window:

If applicable, next renewal date affected by the change

Retention Start:

Date signed copy enters records retention schedule

Key processing milestones for an upgrade or downgrade

Track milestones from request through reconciliation so teams know when billing updates and provisioning occur.

01

Request Submitted

Customer or internal team submits the change request; ticket created and initial review scheduled.

02

Internal Approval

Finance or product team verifies pricing and proration calculations before signing.

03

Effective Change Date

Systems update pricing, entitlements, and access on the agreed effective date.

04

Post-Change Reconciliation

Billing reconciles invoices, issues credits, and confirms provisioning completed.

Selected eSignature vendor pricing and feature comparison

Basic pricing and common feature differences for mid-market eSignature options. Place vendor selection in the context of compliance, envelope limits, and bulk-send needs.

	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

Real-world examples of using the agreement

Two illustrative customer stories show how organizations used a formal upgrade or downgrade process to reduce friction and protect revenue.

Optica Ventures — COO

Optica needed a straightforward signing workflow for clients to accept changes.

"The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."
The clear digital process reduced turnaround time and improved client satisfaction while preserving an auditable record for billing reconciliation.

Fertility Centers of Illinois — Founder

The organization required compliant remote signing for sensitive consent-related changes.

"The airSlate SignNow team has been exceptional, responsive, the API has been great."
Implementing a secure e-signature flow enabled consistent authorization capture and faster administrative processing without risking privacy or compliance controls.

Practical tips for accurate, efficient agreement completion

Adopt consistent internal controls and templates to reduce error rates and speed approvals when processing upgrades or downgrades.

Use a standardized template

Maintain a single approved template with clearly labeled fields for effective date, proration method, and consideration to avoid ambiguity and speed legal review.

Record proration rules

Document the exact proration calculation and rounding rules to prevent disputes over minor billing adjustments or rounding differences in large-volume customer bases.

Log approvals

Capture internal approvals in the workflow (finance, product, legal) so changes are traceable and reversible only with documented reauthorization.

Keep signed copies accessible

Store executed agreements in a secure repository with versioning and retention labels so signed records can be retrieved for audits or customer inquiries.

Frequently asked questions about Upgrade-Downgrade Agreements

Answers to common questions about validity, notarization, e-signatures, proration disputes, revocation, and amendment processes.

Need help? Contact support

Is an electronic signature valid?
Yes. Electronic signatures are enforceable under the ESIGN Act and UETA when intent, consent, attribution, and retention are satisfied. Confirm any industry-specific exceptions before relying solely on an electronic signature.
Do I need notarization or witnesses?
Most commercial upgrade/downgrade agreements do not require witnesses, but some states or specific document types may require notarization for recordation or to create a self-proving document.
Can the change be reversed?
Revisions should be handled through a signed amendment or a mutual rescission agreement. Until a new agreement is signed, prior terms generally remain in effect unless parties agree otherwise in writing.
What if billing calculations are disputed?
Maintain calculation worksheets, timestamps, and audit trails. Reconcile invoices promptly and apply documented proration formulas to resolve discrepancies without needing legal escalation.
Are remote notarizations acceptable?
Remote online notarization (RON) is permitted in many states but rules vary. Verify state RON authority and recording retention requirements before relying on it for notarized execution.
How do I store executed agreements securely?
Use encrypted storage with access controls, an immutable audit log, and a documented retention schedule aligned with tax and industry requirements to support audits and legal defenses.

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