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Client Proxy Instructions

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CLIENT PROXY INSTRUCTIONS

This Client Proxy Instructions Agreement (the "Agreement") is entered into between Client Name: and Proxy Name: . Effective Date:

RECITALS

WHEREAS, Client requires a designated proxy to act on Client's behalf for specified matters described herein; and

WHEREAS, Proxy is willing to accept such designation and perform the duties and authority described in this Agreement on the terms set forth below; and

WHEREAS, the parties intend for these instructions to define the scope, limitations, compensation, confidentiality and governing law applicable to the proxy relationship.

SCOPE OF AUTHORITY

Client hereby appoints Proxy to act as Client's agent with respect to the following matters (the "Authorized Matters"). Proxy shall exercise only those powers expressly granted in this section and shall act in good faith and in Client's best interests.

Specific authorities granted (select all that apply):

Execute and deliver documents on behalf of Client
Access, obtain, and receive Client records and information
Receive, endorse and deposit funds on Client's behalf (if expressly authorized in writing)
Appear and act in meetings, negotiations, or administrative proceedings

DUTIES AND LIMITATIONS

Proxy shall act within the scope of authority granted and shall keep Client reasonably informed of material developments. Proxy shall not delegate authority except as expressly permitted in writing by Client. Proxy shall not enter into any transaction that would create a conflict of interest with Client without prior written consent.

Limitations on Proxy authority (if any):

PAYMENT TERMS

In consideration for Proxy's services, Client agrees to pay fees and reimbursements as follows:

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement without cause by providing written notice at least days prior to the proposed termination date. Termination for cause shall be effective immediately upon written notice if the other party materially breaches its obligations and fails to cure within days after receiving notice of the breach.

CONFIDENTIALITY

Proxy acknowledges that during the performance of duties under this Agreement, Proxy may receive confidential, proprietary or privileged information of Client. Proxy shall:

(a) maintain such information in strict confidence; (b) use such information solely for the performance of authorized duties; and (c) not disclose such information to any third party without Client's prior written consent, except to the extent disclosure is required by law or judicial process, provided Proxy gives Client prompt notice and cooperates in any efforts to limit or contest such disclosure.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Client agrees to indemnify, defend and hold harmless Proxy from and against any losses, liabilities, claims, damages and expenses reasonably incurred in connection with acts undertaken in good faith pursuant to this Agreement, except to the extent arising from Proxy's gross negligence or willful misconduct. In no event shall either party be liable for consequential or punitive damages.

NOTICES

All notices, requests and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, commercial courier, or certified mail.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to choice of law principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties may amend this Agreement only by a written instrument signed by both parties. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument.

Client Printed Name:

By:

Date:

Proxy Printed Name:

By:

Date:

Enter text✕

What the Client Proxy Instructions are and when they apply

The Client Proxy Instructions is a written authorization that lets a designated proxy act on behalf of a client for specific tasks or limited transactions. Typical uses include handling administrative matters, collecting and submitting documents, signing routine forms, or acting as a point of contact for a single transaction or series of tasks. The instructions define the proxy's scope, effective and expiration dates, any notarization or witness requirements, and the method for revocation. Keep the document clear, signed by the principal, and retained according to applicable recordkeeping rules.

Why precise Client Proxy Instructions matter

Clear instructions reduce ambiguity about authority, limit unnecessary liability, and ensure third parties accept the proxy's actions under ESIGN and state law.

Why precise Client Proxy Instructions matter

Who commonly prepares or receives these instructions

Tailor the instructions to the signer's role, the receiving party's acceptance policies, and any notarization or witness rules in the relevant jurisdiction.

  • Individual principals delegating administrative tasks or record access to a trusted agent.
  • Legal or compliance teams creating limited-authority proxies for corporate clients.
  • Real estate agents, escrow officers, or title companies accepting proxies for closings.

Core elements every professional Client Proxy Instructions should include

A well-structured proxy instruction balances clarity with limited authority so third parties can rely on it without accepting unlimited powers. Below are the essential components to include and verify before signing.

Principal identity

Full legal name and identifying information for the person granting authority.

Proxy identity

Full name and contact information for the designated agent or proxy acting on behalf of the principal.

Scope of authority

Specific tasks and actions the proxy may perform, with any explicit exclusions.

Effective and end dates

When the proxy’s authority begins and expires or the event that terminates it.

Authentication method

Required signer verification, notarization, or witness conditions to validate authority.

Revocation terms

How the principal withdraws authority and the conditions that end the proxy.

Step-by-step: prepare, verify, and finalize the Client Proxy Instructions

Follow these practical steps to create an enforceable proxy instruction that third parties will accept.

  • 01
    Draft: Specify parties, scope, dates, and revocation process.
  • 02
    Verify identity: Match names to government ID and capture authentication evidence.
  • 03
    Notarize/witness: Add notarization or witness signatures if required by recipient or state.
  • 04
    Distribute: Send copies to affected parties and retain originals securely.

How to set up an online workflow for Client Proxy Instructions

Configure the document workflow to minimize friction while meeting authentication and retention requirements.

Field Configuration
Signer order Principal signs first, then proxy if required.
Authentication Email link or SMS code; use KBA for higher assurance.
Notary step Include remote notary or scheduling field as needed.
Audit trail Capture timestamps, IP, and user agent for each action.

Where to file or send the completed Client Proxy Instructions

After signing, route copies to internal and external recipients according to the transaction’s needs.

  • Internal records: Store in the principal's file or corporate records system.
  • Third-party recipient: Send to banks, title companies, or payers relying on the proxy.
  • Notary registry: Upload notarized copies to the notary or escrow provider if required.
  • Legal counsel: Share with counsel when scope or revocation is contested.

Preparing the document for digital signing and e-submission

Ensure the platform produces an immutable audit trail and exportable signed file compatible with recipient requirements and archival systems.

  • File formats: PDF or DOCX preferred for preservation.
  • Integrations: Connect to CRM or document storage for routing.
  • Auth methods: Email, SMS, or advanced KBA where required.

Common timelines and processing expectations

Timelines depend on recipient acceptance, notarization needs, and agency or vendor processing times.

Return timeframe:

Request signed copy within 14 calendar days.

Notarization window:

Complete notary steps before relying on authority.

Third-party submission:

Provide to payers upon request or per their intake policy.

Record retention:

Keep signed file for the applicable retention period.

Revocation notice:

Effective upon delivery to the recipient or their agent.

Key milestones from creation to final filing

Track these sequential milestones to ensure authority is valid and relied upon by recipients.

01

Draft completed

Document terms finalized and scope defined.

02

Principal signs

Principal executes with required authentication.

03

Notary/witnessing

Notarization or witness signatures obtained if required.

04

Distribution filed

Copies sent to recipients and stored securely.

Common mistakes that delay acceptance or create liability

  • Using unclear or overly broad language that gives the proxy unintended authority beyond the transaction.
  • Missing or mismatched names between the signature and verifying ID, prompting rejection by banks or title companies.
  • Failing to notarize when recipient policy or state law requires notarization or witnesses for specific powers.
  • Neglecting to include an explicit expiration or revocation method, leaving parties uncertain about when authority ends.

Principal legal and practical risks of incorrect proxy instructions

Contract invalidity: Third parties may refuse reliance
Financial exposure: Unauthorized payments or liabilities
Regulatory penalty: Sector fines where noncompliance occurs
Tax consequences: Backup withholding or reporting errors
Evidence gaps: Insufficient audit trail for disputes
Revocation dispute: Delay in ending authority creates liability

Representative eSignature pricing and compliance comparison for handling Client Proxy Instructions

Compare starting price, trial availability, bulk send capability, audit trail, and HIPAA compliance across common vendors. signNow is listed first per comparison order requirements.

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, no card Varies by vendor Free trial available Free trial available Free trial available
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions and troubleshooting for Client Proxy Instructions

Answers to common questions about enforceability, notarization, electronic signatures, and correcting or revoking proxy authority.


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