Are electronic signatures valid for this agreement?

Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted. Ensure intent, consent, attribution, and record retention are documented to meet the four-prong validity test.

When is notarization required?

Notarization is not universally required for releases, but it may be necessary for recording real-property-related releases or to strengthen evidentiary weight; confirm local rules and consider a notary or RON if recording is anticipated.

Can a release be revoked after signing?

Revocation is rare and fact-specific. A release may be challenged for fraud, duress, or lack of capacity; otherwise, a signed and supported release is typically binding. Seek counsel if attempting revocation.

How do I correct a signed agreement?

Minor errors can be corrected by mutual amendment or signed addendum referencing the original agreement. Avoid handwritten changes on an executed copy without witnessing or re-signing all parties.

What authentication strength is recommended?

Use at least email plus access code or SMS verification for most commercial releases; consider stronger ID proofing or RON when notarial authentication or high assurance is needed.

How should signed copies be stored?

Keep an immutable PDF and the audit trail in secure storage with access controls. Retain originals per retention policy and preserve copies if litigation or insurance claim is reasonably anticipated.

Electronic Signature
Templates
Other
Covenant Not to Sue and Agreement to Hold Harmless

Covenant Not to Sue and Agreement to Hold Harmless

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

What the Covenant Not to Sue and Agreement to Hold Harmless Does

A Covenant Not to Sue and Agreement to Hold Harmless is a bilateral or multilateral contract in which one party agrees not to initiate litigation over specified claims and, separately or together, agrees to indemnify and defend the other party against losses arising from designated acts or claims. The document clarifies scope, time frame, consideration, and any required releases, and it may include a separate hold-harmless clause that obligates one party to reimburse defense costs and damages. Parties commonly use it to resolve disputes, close transactions, or permit high-risk activities while managing litigation exposure and allocation of responsibility.

Why parties include a covenant and hold-harmless clause

The Covenant Not to Sue and Agreement to Hold Harmless reduces litigation risk by documenting a waiver of claims and shifting financial responsibility for third-party claims, defense costs, and settlements. It creates predictable obligations, supports negotiated settlements or transactions, and can clarify insurance responsibilities without eliminating all legal remedies.

Who typically prepares, signs, and relies on this agreement

Common users include claimants releasing potential suits, businesses seeking to limit exposure during transactions, counsel documenting settlements, and insurers coordinating subrogation and indemnity.

Individual claimants releasing defect or personal-injury claims relating to a discrete incident.
Businesses or contractors trading access, services, or settlement consideration for a waiver of claims.
Legal counsel or claims administrators documenting terms of settlement and defense obligations.

Who can sign and why their role matters

Individual Signer

A natural person signing on their own behalf should be identified by full legal name and provide proof of capacity. If the signer is the claimant, the release should state whether it covers known and unknown claims to ensure enforceability.

Authorized Representative

A corporate or organizational signer must have authority to bind the entity; include title, corporate resolution or power of attorney if required, and confirm authority to sign to avoid later challenges to enforceability.

Core elements to include in a professional covenant and indemnity agreement

A well-drafted Covenant Not to Sue and Agreement to Hold Harmless contains clear recitals, defined scopes, and operational clauses that outline what claims are released, who is indemnified, how defense obligations operate, and how disputes will be resolved if they arise later.

Parties

Identify each party by full legal name and capacity (individual, corporation, LLC). Include contact information and, for entities, the jurisdiction of incorporation to avoid ambiguity about who is bound by the release and indemnity.

Recitals

Briefly describe the background facts that justify the covenant, such as an incident, transaction, or settlement, to provide context for the waiver and to support interpretation in any future dispute.

Release Scope

Define the precise claims, causes of action, time periods, and geographic limits being released. Specify whether the release covers known claims, unknown claims, or both, and any carve-outs that preserve certain rights.

Hold Harmless Clause

State the indemnitor's obligation to defend, indemnify, and hold harmless the indemnitee for third-party claims, including the scope (claims, costs, fees) and any limitations or caps on liability.

Consideration

Document the consideration supporting the covenant, whether monetary payment, services, continued access, or another bargained-for benefit; lack of consideration can render a release unenforceable.

Dispute Resolution

Include governing law, venue or arbitration clauses, notice requirements for claims, and any time limits for bringing preserved claims to ensure predictable enforcement and reduce secondary litigation.

Essential information to gather before drafting or signing

Full Legal Name: Provide the signer's exact legal name

Effective Date: Enter MM/DD/YYYY date

Claims Description: Summarize claims being released

Consideration: Specify amount or non-monetary benefit

Scope of Release: List included and excluded claims

Signature Details: Include date, capacity, and notarization

Step-by-step: how to complete and execute the document

Follow these steps to prepare, review, and finalize the Covenant Not to Sue and Agreement to Hold Harmless.

01

Draft: Set parties, scope, consideration, and carve-outs.
02

Review: Have counsel confirm enforceability and insurance implications.
03

Sign: Obtain signatures and dates from all parties.
04

Authenticate: Notarize or witness per jurisdiction and retain copies.

Configuring an online execution workflow for this agreement

When completing the agreement electronically, configure fields and authentication to match legal and business requirements.

Field	Configuration
Signature Authentication	Email link, SMS code, or KBA as required
Notary Field	Add notary block or RON session if needed
Conditional Clauses	Show or hide carve-outs based on selections
Retention Settings	Store completed PDF and audit trail securely

Where to send, file, and whom to notify after signing

After execution, distribute and file copies to preserve evidence and support insurance and compliance requirements.

Opposing Party: Provide an executed copy to the releasee and claimant
Legal Counsel: Deliver final document to each party’s counsel for records
Insurer: Send copy to insurer if claims/coverage are implicated
Local Recording: Record with county clerk only if document affects real property

Technical considerations for e-signature and eSubmission

Choose an e-signature platform that supports required authentication, secure storage, and audit trails for legal certainty.

File Formats: Use PDF or PDF/A for archival integrity
Authentication: Enable SMS, email, or KBA as needed
Integrations: Connect to storage and case management systems

Timing considerations and deadlines to track

Certain dates and deadlines affect enforceability, statute of limitations, and retention obligations; record them clearly in the workflow.

Effective Date:

When the covenant and release take effect

Signature Deadline:

Date by which all parties must sign to bind agreement

Statute of Limitations Impact:

Release may bar claims that would otherwise be timely

Insurance Notice Period:

Observe insurer reporting timelines where applicable

Retention Start:

Begin retention from execution date or last effective change

Common mistakes to avoid when preparing the agreement

Using overly broad language that unintentionally releases unrelated claims, which courts may construe against the drafter or refuse to enforce.
Failing to specify consideration or using nominal consideration without documentation, which can undermine enforceability in some jurisdictions.
Not confirming the signer's authority for corporate entities or failing to include titles and resolution evidence for agents signing on behalf of companies.
Skipping required notarization or witness steps where state law or recording requirements make authentication necessary for certain enforceability or recording outcomes.

Legal risks and potential consequences of an incorrect or incomplete document

Unenforceable Release: Overbroad or ambiguous language

Insurance Denial: Noncompliance with policy notice terms

Reopened Litigation: Improper carve-outs or missing parties

Fraud Allegations: Signatures obtained under duress

Regulatory Violation: Consumer protection or healthcare issues

Recordkeeping Failure: Lost evidence or audit trail gaps

How signNow compares on price and key capabilities for executing releases

Comparison of common plan features and starting prices. signNow is listed first per vendor comparison guidance; consult each vendor for full plan details and availability.

	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	Trial available	Trial available	Trial available	Trial available
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently asked questions about enforceability, signing, and revisions

Answers to common legal and practical questions about Covenants Not to Sue and Hold Harmless agreements, electronic signing, notarization, and revocation.

Need help? Contact support

Are electronic signatures valid for this agreement?
Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted. Ensure intent, consent, attribution, and record retention are documented to meet the four-prong validity test.
When is notarization required?
Notarization is not universally required for releases, but it may be necessary for recording real-property-related releases or to strengthen evidentiary weight; confirm local rules and consider a notary or RON if recording is anticipated.
Can a release be revoked after signing?
Revocation is rare and fact-specific. A release may be challenged for fraud, duress, or lack of capacity; otherwise, a signed and supported release is typically binding. Seek counsel if attempting revocation.
How do I correct a signed agreement?
Minor errors can be corrected by mutual amendment or signed addendum referencing the original agreement. Avoid handwritten changes on an executed copy without witnessing or re-signing all parties.
What authentication strength is recommended?
Use at least email plus access code or SMS verification for most commercial releases; consider stronger ID proofing or RON when notarial authentication or high assurance is needed.
How should signed copies be stored?
Keep an immutable PDF and the audit trail in secure storage with access controls. Retain originals per retention policy and preserve copies if litigation or insurance claim is reasonably anticipated.

Explore Templates

Letter Requesting Notification of Estate Creditors Wedding Planner Letter Requesting Execution of Affidavit of Subscribing Witness Letter Requesting Payment for Gift Share Invitation Letter to Visit USA Letter Requesting Execution of Withdrawal of Probated Claim

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now