Is an e-signature legally valid?

Yes. Electronic signatures meet federal legal equivalence standards under the ESIGN Act (15 U.S.C. ch. 96) and are accepted under UETA in most states when intent, consent, attribution, and record retention are satisfied.

When is notarization required?

Most commercial IP licenses do not require notarization, but certain assignment instruments or state-specific filings might. Check state deed or assignment rules; remote online notarization (RON) has specific identity and recording requirements in many jurisdictions.

Who must sign on behalf of a company?

Only authorized officers or agents with delegated authority should sign. For corporations, obtain a board resolution or officer certification when required to confirm grant of authority and avoid later challenges to signature validity.

How should patent exhibits be prepared?

Attach a numbered exhibit listing patent numbers, jurisdictions, filing dates, and claim ranges. Include claim charts or sample product mappings to reduce interpretation disputes and provide technical clarity for auditors and courts.

Can the agreement be amended later?

Yes, but amendments should be in writing and signed by authorized parties. Specify amendment mechanics in the agreement (e.g., written amendment signed by both parties) to prevent informal modifications from creating ambiguity.

How long must executed records be kept?

Retain executed agreements for the contract term plus at least three years for tax purposes (IRC §6501(a)); healthcare-related records require six years (45 CFR §164.530(j)). State laws may impose longer periods.

Electronic Signature
Templates
Miscellaneous
Business NPE Agreement

Business NPE Agreement

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

Business NPE Agreement

This Business NPE Agreement (the Agreement) is made effective as of by and between:

Party A (NPE Entity) Name: Party A (NPE Entity) Address for Notices: Party B (Counterparty) Name: Party B (Counterparty) Address for Notices:

WHEREAS

WHEREAS, Party A is a non-practicing entity that controls certain intellectual property rights and desires to license, monetize, enforce, or otherwise exploit those rights through commercial arrangements; and

WHEREAS, Party B is engaged in business activities that may benefit from a commercial arrangement with Party A, including but not limited to licensing, acquisition of rights, or collaborative enforcement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Party A will provide certain rights, services, or activities to Party B as set forth in this Agreement.

Scope of Work

Party A shall provide the rights, services, and deliverables described below. The parties agree that any performance outside the scope below requires a written amendment signed by authorized representatives.

Description of Rights, Services, or Deliverables:

Payment Terms

In consideration for the rights and services provided under this Agreement, Party B shall pay Party A the fees described below in accordance with the schedules and conditions set forth.

Total Consideration (if fixed): Payment Schedule / Milestones:

Late payments shall accrue interest at the rate of percent per month (or the maximum permitted by law, if lower), calculated monthly from the date due until paid in full. Party B shall also reimburse Party A for reasonable costs of collection, including attorneys' fees.

Invoice Delivery Address or Contact:

Term and Termination

This Agreement shall commence on and shall continue until unless terminated earlier in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

Each party (the Receiving Party) acknowledges that in connection with this Agreement it may receive Confidential Information of the other party (the Disclosing Party). "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

The Receiving Party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was already known to the Receiving Party without restriction; or (iv) is independently developed. The Receiving Party may disclose Confidential Information if required by law or valid order of a court or regulatory body, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates in any lawful effort to limit disclosure.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement and that execution and performance will not violate other agreements or applicable law. Party A represents that, to its knowledge, it has the rights necessary to grant the rights or perform the services described herein.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claim arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party will provide prompt written notice of any claim and cooperate reasonably with the indemnifying party in the defense.

Except for liability arising from a party's willful misconduct, fraud, or indemnification obligations, neither party shall be liable to the other for special, incidental, consequential, punitive, or exemplary damages, and each party's aggregate liability for claims arising from or related to this Agreement shall be limited to the total fees actually paid by Party B to Party A under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Notices

All notices, demands, or other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses specified above (or such other address as either party may specify in writing) by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested).

Alternate Notice Address for Party A (if different): Alternate Notice Address for Party B (if different):

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for the resolution of disputes arising under this Agreement, subject to any mandatory arbitration obligations expressly set forth herein.

Entire Agreement; Amendment

This Agreement, including any exhibits or schedules attached hereto and any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability; Assignment

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or delegate its obligations under 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, acquisition, or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Party A (NPE) Printed Name:

By:

Date:

Party B (Counterparty) Printed Name:

By:

Date:

What a Business NPE Agreement Covers

A Business NPE Agreement is a contract between a business and a non-practicing entity (NPE) that governs rights and obligations relating to intellectual property, most commonly patents. It specifies license scope, payment and royalty mechanics, enforcement and settlement authority, assignment rules, confidentiality, and dispute resolution. Exhibits typically list patents, claim charts, and technical descriptions. Clear terms reduce ambiguity about whether a product practices licensed claims and establish performance, audit, and termination expectations to support enforceability across jurisdictions.

Why a Formal Agreement Matters for IP Licensing

A written Business NPE Agreement documents licensing scope, payment obligations, and enforcement authority, lowering litigation risk and helping parties allocate costs and responsibilities. It also establishes audit rights, attribution of ownership, and dispute resolution procedures while aligning cross‑border enforceability with ESIGN and applicable state e‑transaction laws.

Who Typically Prepares or Signs This Agreement

Organizations that negotiate patent licenses, in-house legal teams, outside counsel, and licensing specialists commonly use Business NPE Agreements for clarity and risk allocation.

In-house counsel managing IP portfolios and licensing strategies across business lines.
Outside counsel drafting enforcement, indemnity, and assignment provisions for litigation and settlement matters.
Investors and acquirers reviewing IP encumbrances during due diligence to assess valuation and risk.

Small businesses, licensing agents, and technology transfer offices also rely on these agreements when monetizing patents or resolving infringement claims.

Essential Clauses to Include in a Business NPE Agreement

Core provisions should define license scope, payment mechanics, enforcement rights, representations, confidentiality, and termination mechanics so parties understand obligations and remedies.

License Scope

Specify the exact patents, filing jurisdictions, field of use, geographic limits, exclusivity, and permitted sublicensees; attach technical exhibits and claim charts to reduce later disputes about covered products and claim scope.

Payment Terms

Detail royalties, minimum guarantees, milestone payments, currency, invoicing intervals, audit rights, and remedies for missed payments; include precise formulas and sample calculations for percentage-based royalties.

Enforcement Rights

Allocate responsibility for asserting and defending patents, control over litigation or settlement authority, cost-sharing mechanisms, and procedures for cooperative decision-making to prevent conflicting actions.

Representations

Require NPE representations of ownership, absence of conflicting grants, and patent status; specify required documentary proof and survival periods for these statements after termination.

Confidentiality

Define treatment of technical and commercial confidential information, permitted disclosures to advisors, carve-outs for prior knowledge, and duration of secrecy obligations after termination or expiration.

Termination

Set material breach events, cure periods, wind-down obligations, post-termination royalties or licensebacks if any, and survivability of indemnity, confidentiality, and dispute-resolution clauses.

Step-by-Step: From Draft to Signed Agreement

Follow this sequence to prepare, approve, sign, and preserve a Business NPE Agreement while preserving auditability and legal effect.

01

Prepare Draft: Assemble terms, exhibits, and counsel review before circulation
02

Populate Fields: Enter all party details, dates, and exhibits precisely
03

Authorize Signers: Confirm signatory authority and obtain corporate resolutions if required
04

Execute & Archive: E-sign or notarize, then store a certified copy with audit trail

How to Configure the Online Workflow

Use conditional fields, signer order, and authentication settings to reflect licensing approvals and compliance needs in digital workflows.

Field	Configuration
Authentication	Email link, SMS code, or knowledge-based authentication for higher assurance
Conditional Fields	Display financial fields only when royalty checkbox is selected to reduce signer confusion
Bulk Send	Enable for mass notice distribution when licensing many counterparties
Audit Trail	Record IP, timestamps, and signer events for compliance and evidentiary support

Typical Routing for Execution and Filing

A consistent execution flow reduces delays: draft and attach exhibits, secure approvals, authenticate signers, capture signatures, then archive the executed file with metadata.

Draft Review: Legal drafts and technical exhibits reviewed by counsel
Internal Approval: Business and finance approve payment and audit clauses
eSignature: Signer authenticates and completes signature fields online
Recordkeeping: Store executed PDF with audit trail and access controls

Platform Capabilities to Check Before eSigning

Confirm the platform supports secure e-signing, tamper-evident PDFs, reliable audit trails, and any required notarization methods before sending the agreement.

Formats: PDF, DOCX, and HTML supported
Integrations: Salesforce, NetSuite, Google Workspace, Box
Security: TLS 1.2/1.3 and AES-256 at rest

Configure authentication strength, retention schedules, and integrations with your repository or contract management system; ensure HIPAA BAA if protected health information is present and that ESIGN/UETA compliance is preserved.

Key Dates to Track in the Agreement

Monitor effective dates, payment due dates, audit windows, notice and cure periods, and renewal deadlines to avoid contract disputes or unintended renewals.

Effective Date:

Use MM/DD/YYYY to mark the contract start

Royalty Due Dates:

Specify monthly or quarterly due dates and late fees

Audit Window:

State timeframe for audit requests and document access

Notice Periods:

Define cure periods and termination notice durations

Renewal Deadlines:

Clarify automatic renewal triggers and opt-out timing

Common Pitfalls to Avoid

Vague patent descriptions or incomplete exhibits lead to disputes over whether specific products are covered and often escalate negotiation or litigation costs.
Failing to verify signer authority or obtain corporate authorization can render signatures ineffective and delay enforcement or payment collection actions.
Omitting audit rights or providing unclear royalty calculations results in billing disagreements and makes post-execution compliance verification difficult.
Neglecting to specify governing law and venue creates jurisdictional uncertainty and may increase litigation expense for cross-state disputes.

Practical Risks and Potential Consequences

Breach Liability: Damages and indemnity claims

Lost Royalties: Unrecoverable revenue if clauses weak

Invalid Assignment: Transfer defects may void license

Tax Withholding: Incorrect TIN triggers backup withholding

Notarization Failure: Improper notarization may delay enforcement

Regulatory Noncompliance: HIPAA or export violations risk fines

Pricing and Feature Snapshot for eSignature Platforms

Compare common pricing and feature dimensions for popular eSignature providers relevant when selecting a platform to execute and manage a Business NPE Agreement. signNow appears first by requirement.

	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 and plan	Varies by vendor and plan	Varies by vendor and plan	Varies by vendor and plan
Bulk Send	Yes (Business Premium)	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

Frequently Asked Questions About Business NPE Agreements

Answers to common execution, enforceability, and practical questions to help parties prepare, sign, and preserve Business NPE Agreements correctly.

Need help? Contact support

Is an e-signature legally valid?
Yes. Electronic signatures meet federal legal equivalence standards under the ESIGN Act (15 U.S.C. ch. 96) and are accepted under UETA in most states when intent, consent, attribution, and record retention are satisfied.
When is notarization required?
Most commercial IP licenses do not require notarization, but certain assignment instruments or state-specific filings might. Check state deed or assignment rules; remote online notarization (RON) has specific identity and recording requirements in many jurisdictions.
Who must sign on behalf of a company?
Only authorized officers or agents with delegated authority should sign. For corporations, obtain a board resolution or officer certification when required to confirm grant of authority and avoid later challenges to signature validity.
How should patent exhibits be prepared?
Attach a numbered exhibit listing patent numbers, jurisdictions, filing dates, and claim ranges. Include claim charts or sample product mappings to reduce interpretation disputes and provide technical clarity for auditors and courts.
Can the agreement be amended later?
Yes, but amendments should be in writing and signed by authorized parties. Specify amendment mechanics in the agreement (e.g., written amendment signed by both parties) to prevent informal modifications from creating ambiguity.
How long must executed records be kept?
Retain executed agreements for the contract term plus at least three years for tax purposes (IRC §6501(a)); healthcare-related records require six years (45 CFR §164.530(j)). State laws may impose longer periods.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now