Can this agreement be signed electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided the parties demonstrate intent, consent, attribution, and reliable record retention.

Do consumer disclosures apply?

If the agreement affects consumer financial or healthcare rights, the ESIGN disclosure and consent requirements apply; include a clear consumer disclosure and demonstrate access capability per 15 U.S.C. §7001(c).

When is notarization required?

Most jurisdictions do not require notarization for corporate change-of-control contracts; notarization or RON may be used for ancillary instruments or to add evidentiary weight when state law or counterparties request it.

How should equity payouts be documented?

Provide exact formulas, valuation dates, and payment timelines in the agreement and reconcile terms with equity plan documents to avoid 409A valuation issues and disputes.

What if parties disagree after signing?

Follow the dispute resolution clause: preserve documents, notify counsel, and use the agreed venue or arbitration clause. Audit logs and signed copies support enforcement.

How long must records be kept?

Retain executed agreements and audit trails per corporate policy; follow IRS and industry retention rules (e.g., IRC §6501(a) for tax records and 45 CFR §164.530(j) for HIPAA).

Electronic Signature
Templates
Legal
Change of Control Agreement

Change of Control Agreement

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CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement (the "Agreement") is made as of by and between Party A: , a organized under the laws of , with a principal place of business at ; and Party B: , a organized under the laws of , with a principal place of business at .

RECITALS

WHEREAS, each party has entered into or may enter into agreements, obligations and business relationships that could be affected by a Change of Control of either party; and

WHEREAS, the parties desire to set forth their respective rights and obligations in the event of a Change of Control of either party to provide certainty and to preserve the value of their commercial relationship.

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

1. DEFINITIONS

1.1 "Change of Control" means the occurrence of any of the following events with respect to a party: (a) a person or group acquires, directly or indirectly, beneficial ownership of more than of the outstanding voting securities of such party; (b) such party is consolidated with, merged into or sells substantially all of its assets to another person or entity and, immediately after such transaction, the holders of voting securities of the surviving or acquiring entity immediately prior to such transaction hold less than a majority of the voting power of the surviving or acquiring entity; or (c) any other transaction or series of transactions that results in a change in control comparable in substance to the foregoing.

1.2 "Change of Control Transaction" means any agreement, transaction or series of related transactions that, if consummated, would constitute a Change of Control.

2. NOTICE OF CHANGE OF CONTROL

2.1 The party undergoing or effecting a Change of Control (the "Subject Party") shall give prompt written notice to the other party describing the Change of Control Transaction and the expected or actual effective date of the Change of Control. Such notice shall be delivered no later than days after the Subject Party enters into any binding agreement with respect to the Change of Control Transaction, or as soon thereafter as is reasonably practicable.

3. EFFECTS OF CHANGE OF CONTROL

3.1 Termination Rights. Upon the consummation of a Change of Control of a party, the non-Subject Party shall have the right to terminate this Agreement or any statement of work or purchase order entered into hereunder for convenience upon providing written notice within days following the effective date of such Change of Control. Termination shall be effective on the date specified in the termination notice and shall be without penalty except as expressly provided in Section 3.3.

3.2 Assignment. Except as provided in this Agreement, neither party may assign or transfer this Agreement or any rights or obligations hereunder as a result of a Change of Control without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Any purported assignment in violation of this Section shall be null and void.

3.3 Change of Control Payment. If, within days after the closing of a Change of Control, the non-Subject Party elects to terminate this Agreement pursuant to Section 3.1, the Subject Party shall pay to the non-Subject Party a termination payment in the amount of (the "Change of Control Payment"), payable within days of the effective date of termination. The parties acknowledge that the Change of Control Payment is liquidated damages and not a penalty.

3.4 Continuity of Performance. Unless terminated in accordance with this Agreement, this Agreement and all obligations hereunder shall continue in full force and effect following a Change of Control, subject to the rights and remedies expressly provided herein.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate or other power and authority to execute and deliver this Agreement and perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or organizational action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

4.2 No party makes any other representation or warranty, express or implied, except as expressly set forth in this Agreement.

5. COVENANTS

5.1 Cooperation. Each party shall cooperate in good faith with the other to effect any reasonable transition activities requested by the other party in connection with a Change of Control, including providing reasonable access to personnel and records necessary to effectuate the parties' rights and obligations hereunder.

5.2 Confidentiality. The parties shall continue to comply with all confidentiality obligations set forth in any confidentiality agreement between the parties or as otherwise agreed in writing. Confidential information transferred to a successor or acquiror in connection with a Change of Control shall remain subject to the confidentiality obligations applicable prior to such transfer.

6. INDEMNIFICATION

6.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its affiliates and their respective officers, directors, employees and agents from and against any and all losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of this Agreement by the Indemnifying Party or from any representation or warranty made by the Indemnifying Party that is untrue when made.

7. LIMITATION OF LIABILITY

7.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, OR A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID OR PAYABLE BY ONE PARTY TO THE OTHER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) .

8. NOTICES

Notices to Party A

Notices to Party B

Notices shall be in writing and shall be deemed given when delivered personally, by a nationally recognized overnight courier service, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by notice hereunder.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

10.1 Entire Agreement. This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written, relating to such subject matter.

10.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and the invalid, illegal or unenforceable provision shall be reformed only to the extent necessary to make it valid, legal and enforceable.

10.3 Amendment; Waiver. 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. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right.

11. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including PDF) shall be deemed original signatures for all purposes.

12. MISCELLANEOUS

12.1 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency or employment relationship between the parties.

12.2 Further Assurances. Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the intent and purposes of this Agreement.

ADDITIONAL TERMS

Any special terms applicable to a particular Change of Control Transaction or payment mechanics should be set forth below. If additional space is required, attach as an addendum signed by both parties.

For Party A:

Printed Name:

By:

Date:

For Party B:

Printed Name:

By:

Date:

What a Change of Control Agreement Is and when it applies

A Change of Control Agreement is a contract that specifies rights, obligations, and remedial steps when ownership or voting control of a company shifts. Typical provisions address triggering events, treatment of equity awards, severance or retention payments, successor liability, confidentiality continuity, and dispute resolution. These agreements are used in M&A, private equity exits, and significant recapitalizations to allocate economic outcomes and governance changes between employers, executives, and investors. Drafting focuses on clear triggers, measurable remedies, and alignment with corporate governance documents.

Why this agreement matters for companies and stakeholders

A Change of Control Agreement limits uncertainty by defining triggers, payment mechanics, and post-change governance. It protects employee compensation, preserves deal economics for investors, and clarifies successor obligations — reducing litigation risk and easing transaction negotiations.

Who commonly prepares or signs a Change of Control Agreement

Corporations, private equity sponsors, senior executives, and in-house counsel are the primary users who prepare, review, or sign these agreements.

Senior executives and key employees — negotiate severance, equity vesting, and retention terms before a sale.
Board members and acquirers — ensure contract alignment with merger documents and governance rules.
Investors and sponsors — preserve investment economics and control rights through explicit triggers.

External counsel, HR, and compensation consultants are frequently involved to confirm enforceability and tax consequences.

Typical signers and approvers

Chief Executive Officer

As the company’s principal executive, the CEO often negotiates and signs change-of-control terms affecting senior management and may need board authorization for settlement or payout mechanics.

Board Chair / General Counsel

Boards or delegated officers approve language to ensure alignment with bylaws, shareholder agreements, and to confirm no conflicts with existing fiduciary duties or equity plans.

Core clauses to include in a professional Change of Control Agreement

A complete agreement organizes triggers, remedies, and administrative mechanics so outcomes are predictable for all parties.

Trigger Events

Define precise events that constitute a change of control: stock sale thresholds, merger, transfer of voting power, or group attribution to avoid ambiguous application.

Employment Protections

Describe severance, retention bonuses, termination-for-cause definitions, and cure periods to determine employee rights after the change.

Equity Treatment

State vesting acceleration, cash-out formulas, or assumption of awards, and include valuation methodology for buyouts.

Tax Allocation

Address gross-up obligations, Section 409A compliance, and responsibility for withholding and tax reporting consequences.

Successor Liability

Clarify whether obligations bind successors or affiliates and whether restrictive covenants survive a sale.

Dispute Resolution

Include governing law, venue, and arbitration or litigation procedures to streamline post-close disputes.

Essential information fields to capture

Party Names: Full legal entity names

Effective Date: MM/DD/YYYY

Trigger Definition: Precise event threshold

Compensation Terms: Payout formulas

Governing Law: State selected

Signature Blocks: Signer names and titles

Step-by-step: completing a Change of Control Agreement

Follow these sequential steps to draft, review, and finalize an enforceable agreement with minimal rework.

01

Draft core terms: Define triggers, remedies, and timelines.
02

Align with corporate documents: Confirm consistency with bylaws, equity plans, and shareholder agreements.
03

Review tax and employment impact: Address 409A, withholding, and severance tax issues.
04

Execute and retain: Obtain required signatures and preserve an auditable copy.

How to structure an online review and signature workflow

Configure routing and authentication to match internal approvals and regulatory needs when using electronic workflows.

Field	Configuration
Authoring	Draft and lock core clauses before routing.
Sequential Routing	Set board/legal approval prior to executive signing.
Authentication	Use email + SMS or advanced auth for high-value signers.
Audit Capture	Enable timestamps, IP logs, and certificate generation.

Where to file, send, or submit the executed agreement

Decide custody, recording, and distribution steps so executed copies are available to stakeholders and regulators as required.

Corporate Records: File originals with corporate minute book or records custodian.
HR Files: Place employee-related agreements in personnel records.
Investor Records: Distribute executed copies to holders and counsel.
Regulatory Filings: Include with transaction filings if required by regulators.

How distribution and eSigning channels differ

Choose delivery and signing options based on authentication level and audit requirements.

Email Link: Simple, low-friction signer flow
SMS Code: Adds signer verification
Remote Notarization: Adds official notarization with recording

For high-value deals, pair advanced authentication and retained audit trails to support enforceability and later due diligence.

Typical timelines and processing expectations

Be mindful of notice periods, cure windows, and payment deadlines built into the agreement and related plans.

Notice Periods:

Often 30–90 days for claimed change-of-control events.

Cure Windows:

Commonly 10–30 days to remediate triggering conduct.

Payout Timing:

Payments frequently due within 30–60 days post-trigger or closing.

Equity Settlement:

Valuation and settlement may occur at closing or on a specified future date.

Record Retention:

Keep executed originals and audit logs per corporate retention policy.

Common drafting and execution mistakes to avoid

Vague trigger language that produces disputes over whether a change occurred.
Omitting tax mechanics, which can cause unexpected withholding or 409A violations.
Failing to reconcile agreement terms with equity plan documents and shareholder agreements.
Using informal signatures without authentication or retention, weakening proof of execution.

Legal and commercial risks of flawed agreements

Contract Voidability: Risk of unenforceable provisions

Tax Exposure: 409A and withholding penalties

Litigation Costs: Damages and legal fees

Regulatory Issues: SEC or employment regulation scrutiny

Employee Retention: Loss of key personnel

Transaction Delay: Extended closings

Practical examples showing how terms operate

Two concise scenarios illustrate common drafting choices and outcomes.

Private Equity Buyout

A middle-market sale triggers full vesting for key employees

The agreement uses a 50% voting threshold as the trigger
Result: immediate payout calculated using the closing price with a 30-day valuation window to reduce disputes and support retention during transition.

Change of Board Control

Investor block purchase changes board majority but not legal ownership

The clause ties protections to change in control of voting power
Result: limited severance only for named executives, preserving ongoing incentive alignment with new board.

eSignature vendor pricing and feature comparison relevant to Change of Control Agreements

Compare common eSignature options for secure execution and recordkeeping. signNow is listed first per platform comparison rules.

	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	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

FAQs and troubleshooting for Change of Control Agreements

Answers to frequent questions about signing, enforceability, and post-execution steps for Change of Control Agreements.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided the parties demonstrate intent, consent, attribution, and reliable record retention.
Do consumer disclosures apply?
If the agreement affects consumer financial or healthcare rights, the ESIGN disclosure and consent requirements apply; include a clear consumer disclosure and demonstrate access capability per 15 U.S.C. §7001(c).
When is notarization required?
Most jurisdictions do not require notarization for corporate change-of-control contracts; notarization or RON may be used for ancillary instruments or to add evidentiary weight when state law or counterparties request it.
How should equity payouts be documented?
Provide exact formulas, valuation dates, and payment timelines in the agreement and reconcile terms with equity plan documents to avoid 409A valuation issues and disputes.
What if parties disagree after signing?
Follow the dispute resolution clause: preserve documents, notify counsel, and use the agreed venue or arbitration clause. Audit logs and signed copies support enforcement.
How long must records be kept?
Retain executed agreements and audit trails per corporate policy; follow IRS and industry retention rules (e.g., IRC §6501(a) for tax records and 45 CFR §164.530(j) for HIPAA).

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