Can this agreement be signed electronically?

Yes. Electronic signatures that demonstrate intent, consent, attribution, and retention meet legal validity under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states; confirm any industry or state exceptions before relying on eSigning for specific documents.

Is notarization required for enforceability?

Not usually for ordinary commercial contracts. Notarization or witnesses may be necessary if the agreement is recorded, transfers real property interests, or state law or counterparty requirements demand it; check local statutes and recording rules.

What happens if the signatory lacks authority?

If a signer lacks authority, counterparties can challenge enforceability. Include a signatory warranty and require corporate resolutions or officer certificates to reduce this risk.

How should incident notices be sent?

Use the notice addresses listed in the agreement and specify acceptable delivery methods (email with read receipt, overnight courier, or registered mail). Define when notice is deemed received to avoid disputes.

Can the agreement be amended after signing?

Yes, but amendments must follow the amendment clause—typically in writing and signed by authorized representatives. Electronic amendment and signature are acceptable if they meet ESIGN/UETA standards.

How do I cancel or revoke a signed agreement?

Revocation depends on contractual termination provisions and applicable law. Follow termination clauses, provide required notices and cure opportunities, and preserve records of all communications for dispute resolution.

Electronic Signature
Templates
Miscellaneous
Business Whaling Agreement

Business Whaling Agreement

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

BUSINESS WHALING AGREEMENT

Parties

Client Name Client Address Primary Client Contact Service Provider Name Provider Address Provider Contact

Recitals

WHEREAS, Client desires to retain Service Provider to perform authorized executive-targeted phishing simulations and related social engineering testing (commonly known as "whaling") for the purpose of assessing and improving Client's organizational security posture; and

WHEREAS, Service Provider represents that it possesses the expertise, personnel, and tools to perform such whaling assessments in a controlled, lawful manner consistent with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows. Effective Date:

Scope of Work

Service Provider shall perform whaling services as described below. Services shall be conducted only with prior written authorization as specified in this Agreement and shall be limited to the targets and parameters agreed by the parties.

Detailed Scope and Deliverables Executive Targets (identify titles or roles)

Standard Deliverables (select all that apply) Simulated whaling email campaigns Executive risk report Remediation recommendations Optional awareness training

Payment Terms

Client shall pay Service Provider for the services described herein according to the fees and schedule set forth below. All fees are payable in United States dollars unless otherwise agreed in writing.

Total Fee Deposit Balance Due (days after invoice or completion) Late Fee Payment Method

All invoices not disputed in writing within ten (10) business days shall be deemed accepted. Client is responsible for any applicable taxes unless a valid exemption is provided. Late payments shall accrue interest at the rate specified above and Service Provider may suspend work for overdue accounts after providing five (5) days' written notice.

Term and Termination

Term Start Date Term End Date Termination Notice Period Termination for Cause/Convenience

Either party may terminate this Agreement for material breach that remains uncured for a period of thirty (30) days after written notice. Client may terminate for convenience upon providing the notice period set forth above; Client shall pay for work performed through the effective date of termination and any non-cancellable commitments.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a party in connection with the services, including but not limited to security controls, employee lists, identification of simulation results, technical data, and business processes. Each party shall (a) use Confidential Information only for the purposes of performing this Agreement, (b) restrict disclosure to employees and subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without breach of an obligation of confidentiality; or (iii) is independently developed without use of the disclosing party's Confidential Information. Upon termination or upon request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party and certify destruction if requested.

Compliance and Authorization

Client represents and warrants that it has full authority to authorize testing of the identified targets and that the authorized testing will not violate any agreement with third parties. Service Provider shall conduct testing only within the expressly authorized scope and shall not engage in activities that would amount to unauthorized access or other illegal conduct. Service Provider shall maintain records of testing activities and shall promptly notify Client of any unintended impact to production systems.

Indemnification and Liability

Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing under this Agreement. Service Provider's total aggregate liability for direct damages arising from or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special, or punitive damages except for breaches of confidentiality 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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits, attachments, or statements of work expressly incorporated, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous understandings. No amendment shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other's prior written consent, except to a successor by merger or sale of substantially all assets. Notices shall be sent to the addresses provided in the Parties section, and shall be effective upon receipt.

Client:

By:

Date:

Service Provider:

By:

Date:

What a Business Whaling Agreement Is and When It Applies

A Business Whaling Agreement is a contractual document used between commercial parties to define responsibilities, payment terms, indemnities, confidentiality, and remediation for high‑value transactional risks. Typical uses include vendor engagements, large one‑off procurements, cybersecurity response obligations, and specialized service arrangements where enhanced controls and escalation procedures matter. The agreement frames obligations, allocates risk, and documents remedies for losses tied to executive‑level fraud or targeted business email compromise schemes. Parties often pair it with technical addenda, audit rights, and defined incident response steps to reduce ambiguity during disputes or insurance claims.

Why parties use a Business Whaling Agreement

A clear written agreement reduces ambiguity about responsibilities, limits exposure to executive‑targeted fraud, and provides contractually defined remedies and notice procedures that support insurance claims and litigation defenses.

Who typically prepares, reviews, and signs this agreement

The Business Whaling Agreement is typically prepared by in‑house legal, procurement, or outside counsel and reviewed by finance and security stakeholders before signature.

Legal and compliance teams — Draft and verify contract language, limits, and reporting obligations.
Finance and accounts payable — Confirm payment terms, invoicing requirements, and fraud controls.
IT/security and operations — Validate incident response, access controls, and audit rights.

Accurate role involvement speeds execution and ensures that operational, technical, and financial obligations are aligned before the agreement becomes binding.

Core clauses you should expect in the agreement

A complete Business Whaling Agreement contains specific contract elements that control liability, reporting, and recovery options for high‑value or targeted fraud events.

Parties

Full legal names and entity types for each contracting party, including doing business as names and state of organization.

Scope

Precise description of services or goods covered, deliverables, acceptance criteria, and any excluded activities or third‑party dependencies.

Payment Terms

Fees, invoicing cadence, payment methods, interest on late payments, and any escrow or milestone release provisions.

Security & Controls

Required cybersecurity standards, MFA requirements, incident reporting windows, forensic access, and evidence preservation obligations.

Indemnities

Allocation of loss for fraud, breach, or negligence, including carve‑outs for willful misconduct and caps on liability.

Dispute & Governing Law

Governing state law, venue, arbitration or litigation provisions, and requirements for pre‑suit notice and escalation.

Step‑by‑step: Completing and executing the Business Whaling Agreement

Follow these steps in order to prepare, review, approve, and execute the agreement with minimal rework.

01

Draft core terms: Populate parties, scope, payment, and security clauses.
02

Internal review: Circulate to legal, finance, and security for redlines.
03

Finalize exhibit materials: Attach technical addenda, contact lists, and schedules.
04

Execute and archive: Obtain signatures, record audit trail, and store original.

How to set up an online signing workflow for this agreement

A consistent digital workflow reduces missed signatures and improves auditability; configure stages before sending for signature.

Document Preparation	Upload the final PDF and add signature, initial, and date fields.
Signer Order	Set sequential or parallel signing depending on approval flow.
Authentication	Choose email link, SMS code, or stronger ID verification as needed.
Notifications	Enable reminders and completion notices to all parties.
Audit Trail	Ensure timestamps, IP, and event logs are captured automatically.

Where to file, send, and store the signed agreement

After execution, route copies to the appropriate teams and store the signed record with indexed metadata for retrieval.

Legal Repository: Store final signed document and redline history in legal records.
Finance System: Attach signed agreement to vendor account and AP records.
Security Archive: Include incident response contact lists and logs.
Cloud Storage: Keep a secure, access‑restricted copy with retention tags.

Digital signing and distribution considerations

Choose a platform that supports required signer authentication, a complete audit trail, and exportable signed PDFs for legal records.

Authentication Options: Email, SMS, KBA, or SSO
Signed PDF Output: ISO PDF with audit report
Integrations: CRM, ERP, cloud storage

Common deadlines and timing expectations

Track key dates for performance, notice, and dispute resolution so obligations are met and remedies remain available.

Effective Date:

Start date that triggers obligations and notice periods.

Initial Notice Window:

Commonly 24–72 hours for security incidents; check contract field.

Payment Due Date:

Net payment deadline as specified in the Payment Terms field.

Cure Period:

Time allowed to remedy breach before termination rights apply.

Dispute Notice:

Deadline to provide written notice before escalation or arbitration.

Key milestones in the agreement lifecycle

A sequential milestone view helps parties coordinate approvals, onboarding, and post‑execution actions.

01

Draft Finalization

Conclude redlines and lock the final negotiated document.

02

Internal Approvals

Obtain signoff from legal, finance, and security teams.

03

Execution

Complete all required signatures and record the audit trail.

04

Onboarding

Implement technical controls and exchange key contacts.

Common mistakes that delay execution

Using informal or abbreviated legal names that do not match formation or tax records, causing bank or vendor onboarding issues.
Failing to include clearly defined incident reporting timelines and contact details, which slows response and evidence preservation.
Leaving payment terms vague or inconsistent with invoicing systems, triggering disputes and payment delays.
Not capturing authority to sign or omitting title and signature date, which can raise enforceability questions.

Potential legal and financial risks from errors

Enforceability: Ambiguous signatory authority may void provisions.

Late Notice: Missing reporting windows can impair indemnity claims.

Payment Disputes: Vague payment clauses increase litigation risk.

Data Loss: Insufficient forensic access may prevent recovery.

Regulatory Exposure: Noncompliance with HIPAA or sector rules triggers fines.

Insurance Denial: Policy coverage may be denied for contract defects.

Essential security and compliance details to record

Encryption in Transit: TLS 1.2 / 1.3

Encryption at Rest: AES‑256

Certifications: SOC 2 Type II, ISO 27001

Legal Compliance: ESIGN and UETA

HIPAA Support: BAA required

Audit Trail: Timestamped events and IP logs

eSignature vendor pricing and capability snapshot

Compare starting prices and core features relevant to executing a Business Whaling Agreement; signNow appears first for parity in the comparison.

	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 usage examples and outcomes

These brief case notes show how organizations apply digital execution and contract structure to manage high‑value risk.

Optica Ventures (COO)

Optica standardized vendor agreements for remote execution and reduced turnaround time.

They used structured incident reporting fields to improve response.
After adoption, the team reported faster approvals and clearer audit records that supported rapid remediation and insurer engagement during two fraud investigations.

Martin Properties (Founder)

A real estate operator digitized signature workflows to close high‑value vendor contracts remotely.

Mobile signing enabled offsite approvals.
The result was consistent compliance across branches, reliable access to signed PDFs for accounting, and fewer payment disputes during vendor onboarding.

Practical drafting and execution tips

Adopt a few standard practices to reduce negotiation friction and strengthen enforceability.

Use precise party identification

Always include the entity type, state of formation, and any doing business as (DBA) names in the parties clause to prevent identity disputes and facilitate bank or regulator verification.

Define incident obligations clearly

Specify timelines, required evidence, forensic access, and cost allocation for incident response so both parties know how to cooperate after a suspected whaling event.

Choose enforceable signature methods

Rely on eSignature methods that capture intent, attribution, and retention consistent with the ESIGN Act (15 U.S.C. ch. 96) and applicable state UETA rules.

Retain complete audit trails

Preserve signed PDFs with time‑stamped audit logs and all attachments so records meet evidentiary and insurance requirements.

Frequently asked questions about Business Whaling Agreements

Answers to common legal, execution, and recordkeeping questions when preparing and signing a Business Whaling Agreement.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures that demonstrate intent, consent, attribution, and retention meet legal validity under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states; confirm any industry or state exceptions before relying on eSigning for specific documents.
Is notarization required for enforceability?
Not usually for ordinary commercial contracts. Notarization or witnesses may be necessary if the agreement is recorded, transfers real property interests, or state law or counterparty requirements demand it; check local statutes and recording rules.
What happens if the signatory lacks authority?
If a signer lacks authority, counterparties can challenge enforceability. Include a signatory warranty and require corporate resolutions or officer certificates to reduce this risk.
How should incident notices be sent?
Use the notice addresses listed in the agreement and specify acceptable delivery methods (email with read receipt, overnight courier, or registered mail). Define when notice is deemed received to avoid disputes.
Can the agreement be amended after signing?
Yes, but amendments must follow the amendment clause—typically in writing and signed by authorized representatives. Electronic amendment and signature are acceptable if they meet ESIGN/UETA standards.
How do I cancel or revoke a signed agreement?
Revocation depends on contractual termination provisions and applicable law. Follow termination clauses, provide required notices and cure opportunities, and preserve records of all communications for dispute resolution.

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