Is an electronic signature valid?

Yes. Electronic signatures are generally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided intent, consent, attribution, and record retention requirements are met. Exceptions (wills, certain court filings) may apply.

When is notarization required?

Notarization is not universally required for a representation agreement, but third parties or recordation processes may require it. For powers of attorney or filings, notarization or witnesses may be necessary; confirm with the receiving party or state requirements.

Can I use Remote Online Notarization?

Many states permit RON with identity proofing and audio‑video recording; availability and technical requirements vary. Verify state notary rules before relying on a RON for formal authentication.

What happens if a signer’s name doesn’t match records?

Name mismatches can cause third parties to reject the agreement or raise enforceability questions. Use exact legal names and include a corporate resolution or board minutes where necessary to corroborate authority.

Do I need a lawyer to prepare this agreement?

Simple delegations can be handled in-house, but consult counsel for high-value limits, regulatory exposures, or multi-state operations to ensure compliance and appropriate risk allocation.

How should I store executed copies?

Retain final signed PDFs with an audit trail in a secure, access‑controlled repository. For healthcare, follow HIPAA retention rules; for tax issues, keep financial records as required by IRS rules.

Electronic Signature
Templates
Miscellaneous
Business Representation Agreement

Business Representation Agreement

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

BUSINESS REPRESENTATION AGREEMENT

This Business Representation Agreement (the Agreement) is made effective as of between:

Client Name:

Representative Name:

RECITALS

WHEREAS, Client seeks strategic representation and business development services to identify, negotiate and manage commercial opportunities on Client's behalf; and

WHEREAS, Representative has the experience, contacts and capacity to perform such representation services and agrees to act on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth herein the scope, compensation, confidentiality and termination provisions governing the relationship.

SCOPE OF WORK

Representative shall perform business representation services including, but not limited to, client introductions, negotiation support, market outreach, business development strategy, and transaction facilitation as requested by Client. Representative shall act in good faith and use commercially reasonable efforts in the performance of its duties. Specific tasks, deliverables and performance milestones are described below:

Detailed Scope and Deliverables

PAYMENT TERMS

Client shall pay Representative for services as follows. Fees are exclusive of any taxes unless otherwise stated.

Fee Amount Payment Schedule / Billing Late Payment Fee

Invoices are due within the period set forth in Payment Schedule. Unpaid amounts shall accrue interest at the Late Payment Fee rate and Client shall reimburse Representative for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

TERM AND TERMINATION

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

Termination Notice Period (days)

Either party may terminate this Agreement for convenience by providing the other party written notice at least the number of days specified above. Either party may terminate immediately for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the nature of the breach, or immediately for cause where continued performance would violate applicable law or cause material harm.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party in connection with this Agreement, whether disclosed orally, in writing or by inspection, including business plans, financial information, client lists, pricing, proposals and trade secrets. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure of Confidential Information to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes public other than by breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; or (iii) is independently developed without use of the disclosing party's Confidential Information.

Upon termination or request, the receiving party shall promptly return or destroy Confidential Information and certify in writing the disposition of such materials.

INTELLECTUAL PROPERTY & AUTHORITY

Except as otherwise agreed in writing, Client retains all right, title and interest in its pre-existing intellectual property and any materials provided to Representative. Representative shall not represent that it has authority to bind Client to any agreement except as explicitly authorized in writing by Client. Any materials or deliverables created by Representative specifically for Client pursuant to this Agreement shall be owned as set forth in a separate written assignment or, absent such assignment, ownership shall transfer to Client upon full payment of fees due for those deliverables.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for any dispute arising under this Agreement shall lie exclusively in the state or federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, together with any written attachments or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required under this Agreement shall be in writing and delivered to the addresses below by certified mail, nationally recognized overnight courier, or email with confirmation of receipt. Notices are effective upon receipt.

Client Notice Address Representative Notice Address

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor in interest.

Representative

Print Name:

By:

Date:

Client

Print Name:

By:

Date:

What the Business Representation Agreement Is and When it Applies

A Business Representation Agreement is a written contract in which one party (an individual, agent, or firm) formally represents a business entity for specified transactions, negotiations, or administrative actions. It defines the scope of authority, time period, limitations, and any compensation or reimbursement terms. The agreement documents who may execute documents, negotiate terms, or appear on behalf of the business, and it clarifies liability and indemnification. Such agreements are commonly used for corporate transactions, vendor relationships, regulatory filings, and agent appointments and can be executed electronically under ESIGN and UETA when statutory exceptions do not apply.

Why a Clear Representation Agreement Matters

A well-drafted Business Representation Agreement reduces ambiguity about authority, protects the principal from unauthorized commitments, and sets clear expectations for performance and liability. It preserves evidence of delegated authority, helps with compliance and recordkeeping, and supports enforceability in disputes when properly executed and retained under applicable state and federal rules.

Who Commonly Uses Business Representation Agreements

Typical users span in-house legal teams, small business owners, agents, brokers, and outside counsel who need to document delegated authority.

Small business owners delegating sales or contract authority to agents or resellers for market expansion.
General counsels or outside counsel documenting who may sign contracts and handle regulatory filings on the company’s behalf.
Commercial brokers and sales agents appointed to negotiate or close transactions under defined limits.

Clear role descriptions and signatory authority in the agreement streamline interactions and reduce downstream disputes or compliance gaps.

Representative Roles and Typical Signatories

General Counsel — In-house

A senior legal officer who uses the agreement to confirm which employees or external agents may execute contracts, filings, or settlements and to set internal approval tiers and reporting obligations for those representatives.

Managing Member — LLC

An LLC leader who documents delegated authority for third-party negotiations, identifies signing limits, and limits liability exposure by specifying permitted actions and required notices for any material commitments.

Core Sections to Include in a Professional Agreement

A concise Business Representation Agreement should contain clear definitions, scope, signing authority, term and termination, confidentiality and indemnity provisions, and dispute-resolution language tailored to the business context.

Parties

Identify the legal entity names and the representative with full legal names, business addresses, and entity type to avoid ambiguity and link authority to corporate records.

Recitals

Brief background statements that explain why the representation is being granted and the context for delegated authority, providing interpretive context for the operative provisions.

Scope of Authority

Specify exactly which transactions, contract values, or subject matter the representative may handle and include any monetary or temporal limits on that authority.

Execution and Form

State required signature format (wet, electronic) and whether notarization or witness signatures are required for specific actions or record filings.

Term and Termination

Define the effective date, renewal or expiration terms, and termination rights including notice periods and post-termination obligations.

Indemnity and Liability

Allocate risk for acts or omissions by the representative, include indemnification clauses, and identify insurance or bonding requirements if applicable.

Step-by-Step: Completing the Agreement

Follow these sequential steps to prepare, review, and execute a Business Representation Agreement to ensure enforceability and proper recordkeeping.

01

Draft: Populate parties, scope, monetary limits, term, and signatures with precise language.
02

Internal Review: Have legal or compliance review authority limits and indemnity clauses for risk alignment.
03

Signatures: Obtain required signatures, dates, and capacity statements from each signatory.
04

Record: File the executed agreement in corporate records and any required regulatory or third-party repositories.

Where to Submit or File Executed Agreements

After execution, route the agreement to internal record repositories and to any external party or regulator specified in the document or required by law.

Corporate Records: Place an executed copy in the company minute book or electronic corporate record system for future reference.
Counterparty: Provide a signed copy to the representative or counterparty who must rely on the authority granted.
Regulators: File any required disclosures or filings with state agencies if the representation triggers public reporting.
Third Parties: Deliver to banks, brokers, or vendors when the agreement authorizes transactions requiring third-party recognition.

Digital Signing, Formats, and Integration Considerations

Choose platforms that produce tamper-evident PDFs, capture an audit trail, and integrate with your document repositories and ERP systems.

File Formats: PDF and DOCX accepted; prefer PDF/A for long-term retention.
Integrations: Look for connectivity with CRM, ERP, and cloud storage like NetSuite and Google Workspace.
Authentication: Use email, SMS, or stronger KBA/2FA per transaction sensitivity.

Configuring an Online Signing Workflow

Set up fields and routing to reflect signatory order, required attestations, and any conditional approvals in high-volume workflows.

Field	Configuration
Signature Field	Required; attach signer name and date; enable audit trail
Conditional Approval	Set if monetary limit exceeded to route to senior approver
Authentication	Use email by default; enable SMS code or KBA where higher assurance needed
Storage	Auto-archive signed PDF to corporate repository with metadata

Typical Timelines and Processing Expectations

Execution timelines vary by internal review cycles and the need for notarization; plan for reviewer availability and any third-party acceptance timing.

Internal Review Window:

Allow 3–10 business days depending on legal workload and document complexity

Counterparty Review:

Expect 2–7 business days for counterparties to review and return signed copies

Notarization Scheduling:

If required, schedule within two weeks; RON sessions can shorten wait times where available

Record Filing:

File in corporate records immediately after execution to preserve chain of authority

Retention Start:

Start retention from effective date or last amendment, whichever is later

Common Preparation Mistakes to Avoid

Using vague scope language that fails to define transaction types or monetary limits, which can lead to unauthorized commitments and disputes.
Mismatched names or titles between the agreement and corporate formation records, creating ambiguity about who truly holds authority.
Skipping required notarization or witness steps for actions that third parties or regulators expect to see documented and authenticated.
Failing to store the executed agreement in a searchable corporate record system, hampering later due diligence or audits.

Risks and Potential Consequences of Errors

Invalid Authority: Counterparty may refuse to recognize acts

Contract Liability: Principal may be bound to unintended obligations

Regulatory Fines: Filing or disclosure errors can trigger sanctions

Tax Consequences: Incorrect reporting or backup withholding risks

Litigation Costs: Disputes over authority raise legal fees

Data Exposure: Poor recordkeeping increases breach risk

Practical Examples of Use

These brief cases illustrate how organizations use Business Representation Agreements in practice.

Brian Fitzgibbons — Optica Ventures LLC

Optica needed a simple way to delegate signing to regional partners without repeated paperwork.

Agent access was limited to contract values under $25,000.
The agreement clarified limits and reduced follow-up, helping staff and partners transact with a consistent authority record.

John Butler — Fertility Centers of Illinois

A health provider appointed an operations manager to sign vendor contracts for supplies.

HIPAA exposure required strict data access controls.
The agreement included a BAA attachment and retention rules to ensure compliance while enabling timely procurement.

Practical Tips for Faster, More Accurate Completion

Apply these best practices to reduce errors and speed execution while preserving legal strength.

Use Precise Language

Avoid open-ended terms; specify transaction types, dollar caps, and time limits so third parties can easily verify authority.

Confirm Corporate Authority

Match names and titles to formation documents and corporate resolutions to avoid later challenges to signatory power.

Select Appropriate Execution Method

If permitted, e-signatures save time; use notarization or RON when third parties require formal authentication.

Archive with Metadata

Store signed copies in an indexed repository and include signer names, dates, and version history for audit and due diligence.

eSignature Vendor Pricing and Feature Snapshot

Compare entry-level pricing and a few common feature dimensions; signNow is listed first per provider ordering conventions.

	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 (Business Premium)	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA available)	Varies	Varies	Varies	Varies

Frequently Asked Questions and Troubleshooting

Answers to common questions about validity, notarization, e-signatures, and practical concerns when preparing a Business Representation Agreement.

Need help? Contact support

Is an electronic signature valid?
Yes. Electronic signatures are generally valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided intent, consent, attribution, and record retention requirements are met. Exceptions (wills, certain court filings) may apply.
When is notarization required?
Notarization is not universally required for a representation agreement, but third parties or recordation processes may require it. For powers of attorney or filings, notarization or witnesses may be necessary; confirm with the receiving party or state requirements.
Can I use Remote Online Notarization?
Many states permit RON with identity proofing and audio‑video recording; availability and technical requirements vary. Verify state notary rules before relying on a RON for formal authentication.
What happens if a signer’s name doesn’t match records?
Name mismatches can cause third parties to reject the agreement or raise enforceability questions. Use exact legal names and include a corporate resolution or board minutes where necessary to corroborate authority.
Do I need a lawyer to prepare this agreement?
Simple delegations can be handled in-house, but consult counsel for high-value limits, regulatory exposures, or multi-state operations to ensure compliance and appropriate risk allocation.
How should I store executed copies?
Retain final signed PDFs with an audit trail in a secure, access‑controlled repository. For healthcare, follow HIPAA retention rules; for tax issues, keep financial records as required by IRS rules.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now