Are electronic signatures valid?

Yes. Electronic signatures are valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted if the transaction shows intent, consent, attribution, and record retention. Certain exceptions, like wills or some court filings, may still require wet signatures.

When is notarization required?

Notarization is required when state law or the transaction (for example, assignments of real property or some POAs) demands a notarized acknowledgement; check state-specific recording requirements before execution.

How do I correct a signed agreement?

Use an amendment or signed addendum executed by all original parties; avoid informal edits on executed pages, which can create ambiguity about intent and may be unenforceable.

What if an incorrect party signed?

If a party lacked authority, the agreement may be voidable; obtain ratification, corrective documents, or counsel-assisted resolution to preserve the transaction.

How long should I keep records?

Retain signed agreements for the full term plus applicable post-termination periods. Follow federal standards (e.g., IRC §6501(a) for tax) and industry rules such as HIPAA retention for health-related documents.

Can I record an assignment electronically?

Some jurisdictions accept electronically executed documents for recording; verify local recorder rules and ensure the document meets notarization and format requirements before submission.

Electronic Signature
Templates
Miscellaneous
Business Rights Agreement

Business Rights Agreement

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

BUSINESS RIGHTS AGREEMENT

Parties

Party A (Grantor / Licensor / Assignor) Party A Business Address Party B (Grantee / Licensee / Assignee) Party B Business Address

Recitals

WHEREAS, Party A is the owner, licensor, or lawful assignee of certain business rights, assets, intellectual property, processes and/or commercial goodwill described herein (collectively, the "Rights"); and

WHEREAS, Party B desires to obtain certain rights from Party A and Party A is willing to grant such rights upon the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Grant of Rights

Subject to the terms and conditions of this Agreement, Party A hereby grants to Party B the following rights with respect to the Rights described above:

Exclusive license or assignment
Non-exclusive license
Limited to specified field/industry:

Territory:

Scope of Work

Describe the rights, deliverables, or activities included in this grant

Payment Terms

Total Consideration (if applicable):

Payment Schedule / Milestones

Late Payment Fee:

All payments are due in lawful money of the specified currency and shall be paid to the payee specified in the Notices section. Party B shall be responsible for any taxes, bank fees, or withholding required by law unless otherwise agreed in writing.

Term and Termination

Term Commencement Date:

Term Expiration Date or Duration:

Termination Notice Period

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period set forth above. Termination shall be without prejudice to any rights or remedies the non-breaching party may have at law or in equity.

Confidentiality

Each party shall maintain in confidence all non-public, proprietary, or confidential information received from the other party in connection with this Agreement ("Confidential Information") and shall not disclose Confidential Information to third parties except as permitted herein. Confidential Information does not include information that is (a) generally available to the public other than by breach of this Agreement, (b) lawfully received from a third party without confidentiality obligations, or (c) independently developed without use of the other party's Confidential Information.

Each party may disclose Confidential Information to its employees, contractors, advisors, or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Representations; Warranties; Indemnification

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement. Party A represents that, to the best of its knowledge, it has the authority to grant the Rights and that the exercise of the granted Rights by Party B in accordance with this Agreement will not, in the ordinary course, infringe the rights of third parties.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of its representations, warranties, or obligations under this Agreement, except to the extent such claims result from the indemnitee's negligence or willful misconduct.

Limitation of Liability

Except for liability arising from a party's breach of confidentiality obligations, willful misconduct, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, punitive, or special damages, and each party's aggregate liability for claims arising under this Agreement shall be limited to the total fees actually paid under this Agreement during the twelve (12) month period preceding the event giving rise to the claim, provided that such limitation shall not apply to liability for personal injury or death caused by gross negligence.

Assignment

Neither party may assign or transfer its rights or obligations under 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 provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as a party may designate by notice in accordance with this provision.

Additional Contact for Notices (Party A) Additional Contact for Notices (Party B)

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to its conflicts of laws principles. The parties agree to attempt to resolve disputes in good faith and, if they cannot be resolved amicably, to submit disputes to binding arbitration or in the courts of the chosen jurisdiction as specified below.

Governing State/Jurisdiction:

Entire Agreement; Amendment

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

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

Execution

This Agreement may be executed in counterparts and may be delivered by electronic transmission. Each counterpart shall be deemed an original and all counterparts together shall constitute one and the same instrument.

Company A:

By:

Date:

Company B:

By:

Date:

What a Business Rights Agreement Covers

A Business Rights Agreement is a legal contract that defines ownership, transfer, and permitted use of business-related rights such as intellectual property, licensing, distribution, and other proprietary interests. It typically identifies the parties, describes the rights being granted or reserved, sets effective and termination dates, and specifies remedies for breach. Parties use this agreement to document assignments, licenses, nonexclusive or exclusive rights, and related compensation or consideration, ensuring clarity about who may exercise, enforce, or monetize those rights.

Why a Clear Rights Agreement Matters

A well-drafted Business Rights Agreement reduces ambiguity about ownership and use, lowers litigation risk, and preserves the enforceability of transferred rights. Electronic execution is valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA (1999, ULC) where adopted, provided intent, consent, attribution, and retention requirements are satisfied.

Who Typically Prepares or Signs This Agreement

Common users include business owners, licensing managers, corporate counsel, investors, and service providers who need to assign or license business assets or contractual rights.

Corporate counsel and in-house legal teams overseeing IP transfers and license language.
Business owners and founders assigning ownership or accepting licensing terms.
Investors, acquirers, and partners reviewing transfer conditions and remedies.

Each signer should confirm authority to assign or accept rights and review any notice, recording, or approval conditions before signing.

Who Signs and Why

General Counsel

A General Counsel signs on behalf of a company when the agreement affects corporate-owned IP or distribution rights; they confirm corporate authority, review indemnities, and ensure the agreement aligns with existing contracts and compliance obligations.

Founder / Owner

A Founder or Owner signs when assigning personal or start-up assets to an entity or transferring rights to a purchaser; they must ensure the assignment language clearly transfers all intended rights and that any retained rights are expressly reserved.

Core Elements to Include in the Agreement

A comprehensive Business Rights Agreement organizes the transaction, allocation of rights, and post-closing obligations. The following components support enforceability and reduce downstream disputes.

Parties

Clearly identify the legal names and entity types of all parties, including any DBAs or parent entities, to avoid ambiguity about who holds or receives rights.

Defined Rights

Precisely describe the rights transferred or licensed (e.g., copyrights, trademarks, distribution territories, sublicensing rights) and any exclusions or retained rights.

Consideration

State the payment terms, royalties, milestones, or other consideration, including calculation, timing, and remedies for late payment or nonpayment.

Representations

Include seller warranties about ownership, authority to assign, absence of encumbrances, and any material third-party agreements that affect the transferred rights.

Governing Law

Specify the governing state law and dispute resolution method; choice of law affects interpretation and enforcement practices.

Assignment & Recording

Detail whether the agreement is assignable, any required consents, and steps for public recording where relevant (e.g., IP assignments, UCC filings).

Step-by-Step: Completing a Business Rights Agreement

Follow these steps to prepare, review, and execute the agreement in a consistent order.

01

Draft: Assemble parties, define rights, and set consideration and term.
02

Review: Have legal counsel check authority, encumbrances, and conflicts.
03

Authenticate: Confirm signer authority and apply required notarization or witness steps.
04

Execute: Sign, date, and distribute executed copies to all parties.

How to Configure an Online Signing Workflow

Set up an e-signature workflow to ensure correct routing, authentication, and record retention when you digitize the agreement.

Field	Configuration
Template Setup	Create reusable template with defined signature, initial, and date fields for each party.
Conditional Logic	Use conditional fields to surface optional exhibits or alternate clauses based on selections.
Signer Authentication	Set authentication level (email, SMS code, or advanced ID verification) appropriate to document risk.
Notifications	Enable email reminders and completion notices for all signers and administrators.

Where to Send or File the Executed Agreement

After execution, route copies to specified recipients and file records according to the agreement and applicable law.

Primary Parties: Deliver an executed copy to each contracting party for their records.
Corporate Records: File the agreement in the company's minute book or contract repository.
Public Filing: If required, record assignments with the appropriate public office (e.g., UCC filing or IP assignment).
Regulatory Filing: Submit copies to regulators if required by statute or licensing condition.

Digital Signing and Platform Considerations

Choose platform settings that preserve evidentiary detail, support required authentication, and meet compliance requirements.

Authentication Options: Email, SMS, KBA, or advanced ID verification available.
Audit Trail: Captures IP, timestamps, and action logs.
Integrations: Connects with CRM and cloud storage systems.

Ensure chosen integrations and export formats align with your retention policy and any regulatory or recording needs.

Comparing eSignature Vendors for Executing This Agreement

Basic pricing and capabilities vary across eSignature vendors; signNow appears first for ease of comparison. Verify vendor plans for enterprise features and compliance add-ons.

	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)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA available)	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Downloading, Exporting, and Supporting Documents

Preserve executed agreements and metadata in standard formats and collect supporting exhibits to ensure complete recordkeeping.

PDF / PDF‑A

Export final signed copies as PDF or PDF/A to preserve formatting and support long-term archival and court admissibility requirements.

DOCX Export

Download editable DOCX copies for redlining during negotiations, but archive only final signed PDFs for evidentiary integrity.

Attachment Handling

Include exhibits, certificates of authorship, or assignment forms as appended files and index them in the contract repository.

Audit Record

Save the platform's audit trail (timestamps, IP addresses, and signer authentication) alongside the executed document.

Practical Tips for Accurate and Efficient Completion

Adopt these practices to reduce risk and speed execution while keeping the agreement legally sound.

Confirm Signatory Authority

Verify an individual has corporate authority before signing and document that authorization in the contract or supporting resolutions.

Use Precise Language

Avoid subjective terms; define scope, territory, duration, and exclusions clearly to prevent later disputes over interpretation.

Preserve Metadata

Retain audit logs and version history to support attribution, timing, and any post-execution challenges.

Coordinate Recording Steps

If public recording or UCC filing is required, plan submission timing to avoid gaps in priority or enforcement.

Key Milestones from Negotiation to Recordation

Track these main stages to monitor progress and identify any timing risks during the transaction lifecycle.

01

Negotiation Complete

Agreement terms finalized and redlines accepted; ready for execution.

02

Execution

Signatures collected and audit trail captured; effective date recorded.

03

Delivery

Executed copies distributed to all parties and custodians.

04

Recordation

If required, file assignment or UCC forms with appropriate public office.

Typical Timing and Processing Expectations

Understand common timing considerations so parties can plan approvals, recordings, and compliance tasks effectively.

Signature Date:

Date on which the last required party signs; drives effective date if agreement so states.

Effective Date:

May equal signature date or a future date specified in contract.

Recording Window:

If recorder filing is needed, submit promptly; county processing times vary widely.

Notice Deadlines:

Comply with any contract-specified notice periods for assignments or consents.

Retention Start:

Retention period typically begins on the execution or effective date of the agreement.

Common Preparation Errors to Avoid

Using imprecise grant language that fails to specify exclusivity, territory, duration, or sublicensing rights, which can lead to disputes and unintended license scope.
Failing to verify the signer's authority or corporate resolutions, causing signed agreements to be challenged as unauthorized or voidable in enforcement actions.
Overlooking recording or UCC filing requirements when transferring rights that must be publicly recorded to perfect priority against third parties.
Neglecting to preserve the execution audit trail or metadata when using electronic signatures, which weakens proof of intent and attribution in litigation.

Potential Consequences of an Incorrect Agreement

Contract Voidance: Risk of unenforceable transfer

Monetary Damages: Compensatory or punitive damages

Loss of Priority: Unperfected rights vs. third parties

Tax Exposure: Unreported consideration consequences

Regulatory Breach: Industry-specific penalties

Reputational Harm: Business trust and partner risk

Required Data Elements and Supporting Items

Party Names: Full legal names

Effective Date: MM/DD/YYYY

Rights Description: Scope and limitations

Consideration: Amount or terms

Signatures: Printed name, title, date

Supporting Docs: Exhibits, UCCs, resolutions

FAQs: Execution, Validity, and Common Issues

Answers to frequent questions about enforceability, electronic execution, and correcting common errors when using Business Rights Agreements.

Need help? Contact support

Are electronic signatures valid?
Yes. Electronic signatures are valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted if the transaction shows intent, consent, attribution, and record retention. Certain exceptions, like wills or some court filings, may still require wet signatures.
When is notarization required?
Notarization is required when state law or the transaction (for example, assignments of real property or some POAs) demands a notarized acknowledgement; check state-specific recording requirements before execution.
How do I correct a signed agreement?
Use an amendment or signed addendum executed by all original parties; avoid informal edits on executed pages, which can create ambiguity about intent and may be unenforceable.
What if an incorrect party signed?
If a party lacked authority, the agreement may be voidable; obtain ratification, corrective documents, or counsel-assisted resolution to preserve the transaction.
How long should I keep records?
Retain signed agreements for the full term plus applicable post-termination periods. Follow federal standards (e.g., IRC §6501(a) for tax) and industry rules such as HIPAA retention for health-related documents.
Can I record an assignment electronically?
Some jurisdictions accept electronically executed documents for recording; verify local recorder rules and ensure the document meets notarization and format requirements before submission.

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