Can this be signed electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Confirm no statutory exception applies to your specific disclosure type.

What if a representation is later found false?

Remedies depend on contract terms: indemnification, price adjustment, or rescission. Materiality and notice provisions control available relief and any required cure periods.

Do I need a notary or witnesses?

Most disclosure agreements do not require notarization, but local law or transaction type may. Check state rules for deeds, affidavits, or statutory disclosures that mandate notarization or witnesses.

How should exceptions be handled?

Use disclosure schedules with numbered items cross‑referenced to each representation. Be specific about dates, document names, and amounts to avoid ambiguity.

What audit records should I keep?

Retain the signed PDF, audit trail (timestamps, IP addresses), and any supporting evidence for the representation for at least the applicable retention period.

When should counsel review the document?

Have legal counsel review before execution when representations involve regulatory compliance, material liabilities, or ambiguous exceptions to ensure enforceability and proper allocation of risk.

Electronic Signature
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Miscellaneous
Disclosure Representation Agreement

Disclosure Representation Agreement

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DISCLOSURE REPRESENTATION AGREEMENT

This Disclosure Representation Agreement (the Agreement) is entered into as of Effective Date: between Disclosing Party: with address , and Representative: with address .

RECITALS

WHEREAS, Disclosing Party possesses certain business, financial and other information that may be material to third-party inquiries, regulatory submissions, investor communications, or transactional disclosures (collectively, the Disclosure Materials); and

WHEREAS, Representative has expertise in preparing, compiling and presenting Disclosure Materials and is willing to prepare and, where authorized, present such disclosures on behalf of Disclosing Party subject to the terms and conditions set forth in 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 hereby acknowledged, the parties agree as follows.

1. SCOPE OF WORK

Description of Services

Representative shall prepare, review and, if authorized in writing by Disclosing Party, deliver or publish the Disclosure Materials on behalf of Disclosing Party in the manner and to the parties identified in the Description of Services. Representative's obligations include reasonable diligence to confirm factual accuracy of materials provided by Disclosing Party and to advise Disclosing Party of material omissions or inconsistencies discovered in such materials.

2. REPRESENTATIONS AND WARRANTIES

2.1 Disclosing Party represents and warrants that it has provided to Representative all information in its possession that is material and relevant to the Disclosure Materials and that to the best of Disclosing Party's knowledge such information is true, complete and not misleading. Disclosing Party will promptly supplement or correct any material inaccuracies or omissions.

2.2 Representative represents and warrants that it will perform the services with reasonable care and in accordance with industry standards applicable to the preparation and presentation of disclosure materials, and that it will not knowingly include false or intentionally misleading statements in any Disclosure Materials prepared by Representative.

3. PAYMENT TERMS

Fee Amount Payment Schedule Late Fee

All fees are exclusive of reasonable out-of-pocket expenses incurred by Representative in connection with the performance of services. Reimbursable expenses shall be pre-approved in writing by Disclosing Party. Invoices are due within the number of days specified in the Payment Schedule. Past due amounts shall accrue interest at the Late Fee rate specified above until paid in full.

4. TERM AND TERMINATION

Term Commencement Date Term Expiration Date Termination Notice Period (days)

Either party may terminate this Agreement for convenience upon providing the Notice Period set forth above. Either party may terminate for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Disclosing Party of its obligation to pay fees for services rendered and expenses incurred prior to the effective date of termination.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means all non-public information disclosed by Disclosing Party to Representative, whether written, oral, electronic or visual, that is designated as confidential or that by its nature ought reasonably to be considered confidential.

5.2 Obligations. Representative shall (a) maintain Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted in writing by Disclosing Party or as required by law, provided Representative gives prompt notice to Disclosing Party of such requirement to allow Disclosing Party to seek protective measures.

Confidentiality Duration

5.3 Exceptions. Confidential Information shall not include information that: (a) is or becomes publicly available through no breach by Representative; (b) was rightfully known to Representative prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Representative without reference to Confidential Information.

6. INDEMNIFICATION

Disclosing Party shall indemnify, defend and hold harmless Representative and its officers, directors and employees from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from any claim that the Disclosure Materials, as provided by Disclosing Party, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading, except to the extent such claim arises from Representative's breach of Section 2.2.

7. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, or indemnification obligations set forth in Section 6, neither party shall be liable to the other for consequential, incidental, special or punitive damages arising out of this Agreement, whether in contract, tort or otherwise.

8. GOVERNING LAW

Governing Law State

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within such state for resolution of disputes arising under this Agreement.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

10. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth at the beginning of this Agreement or to such other address as either party may specify in writing in accordance with this Section.

Disclosing Party:

By:

Date:

Representative:

By:

Date:

What the Disclosure Representation Agreement Covers

A Disclosure Representation Agreement is a written contract in which one party makes factual statements and promises about a subject — for example, asset condition, regulatory compliance, or prior disclosures — and another party relies on those statements when deciding whether to transact. The agreement typically lists representations, warranties, and required disclosures, allocates risk, and specifies remedies for misrepresentation. When executed properly it creates contractual rights and obligations and may be enforced the same as other contracts, including when signed electronically under ESIGN (15 U.S.C. ch. 96) or UETA.

Why this Agreement Matters for Risk and Clarity

A Disclosure Representation Agreement reduces ambiguity by documenting facts and expectations, assigns responsibility for unknowns, and creates contractual remedies. It is useful where material facts affect price, closing conditions, or ongoing obligations, and supports due diligence and compliance workflows.

Who Typically Prepares and Signs This Agreement

Common users include parties to transactions, counsel, compliance teams, and third‑party reviewers.

Buyers and investors who require verified factual statements during due diligence.
Sellers and issuers who must disclose liabilities, liens, or regulatory status.
Counsel, auditors, and compliance officers reviewing representations for legal and regulatory risk.

The document can be adapted for commercial contracting, real estate closings, financings, and professional services engagements.

Essential Elements of a Professional Disclosure Representation Agreement

A robust agreement is organized, specific, and measurable; it sets clear timelines, remedies, and who bears risk when facts are incorrect or omitted.

Parties

Full legal names and entity types for each signatory, including state of formation and authorized signers to establish binding authority and attribution.

Representations

Precise factual assertions (e.g., ownership, compliance status, outstanding litigation) stated as of a defined date to limit ambiguity and allow verification.

Warranties

Contractual promises that back representations; include survival periods and carve-outs for known exceptions or disclosed items.

Disclosure Schedules

Structured annexes listing exceptions, exhibits, or supporting documents; cross‑reference each representation to the applicable schedule entry.

Remedies

Specified remedies such as indemnification, price adjustment, cure periods, or termination rights tied to materiality thresholds.

Governing Law

Chosen jurisdiction and dispute resolution process; include venue, attorney fees, and whether arbitration applies.

Step-by-Step: Completing the Disclosure Representation Agreement

Follow a clear sequence to reduce errors and ensure each representation is supported and intended signatories are authorized.

01

Gather documents: Collect schedules, contracts, and supporting evidence for each representation.
02

Draft text: Write specific, verifiable representations and add defined materiality language.
03

Review internally: Have legal and compliance confirm accuracy and authorized signers.
04

Execute: Sign with appropriate authentication, retain final copies and audit trail.

How to Configure an Online Signing Workflow

Set up a stepwise e‑sign workflow that routes reviewers, verifies identity, and preserves an immutable audit trail.

Field	Configuration
Signer Order	Sequential or parallel routing depending on approvals needed
Authentication Level	Email link, SMS code, or higher KBA for sensitive agreements
Conditional Fields	Show or hide schedules based on earlier answers
Retention Settings	Enable PDF export plus audit log export for compliance

Where to Send and How Execution Typically Flows

Routing should align with transaction steps so each party reviews disclosures before funding, closing, or delivery.

Originator: Uploads agreement and disclosure schedules for review
Reviewers: Legal, compliance, or buyer review and request changes
Signers: Authorized representatives sign in prescribed order
Recipients: Final copies and audit trail delivered to all parties

Digital Signing and eSubmission Requirements

Choose a signing platform that supports identity verification, audit trails, and secure storage for sensitive disclosures.

Identity Proofing: Email, SMS, or KBA
Audit Trail: Timestamp and IP address
Document Formats: PDF and DOCX supported

Common Timelines and Deadlines to Track

Identify and calendar dates that affect representation accuracy, cure periods, survival, and any regulatory reporting deadlines.

Effective Date Specified:

When representations are deemed true for the agreement

Survival Period:

Timeframe during which representations remain actionable

Cure Window:

Days allowed to correct a disclosed or discovered defect

Closing Date:

Date when representations may be reaffirmed or re‑tested

Regulatory Filings:

Deadlines that could affect disclosures or required reporting

Common Mistakes to Avoid When Preparing This Agreement

Leaving representations vague or unbounded, which creates disputes about scope and proof at enforcement.
Failing to attach or cross‑reference disclosure schedules, causing conflicts over exceptions and known issues.
Using undefined materiality standards, making it difficult to determine whether a breach has occurred.
Permitting unauthorized signers or failing to document signing authority, which may invalidate the agreement.

Potential Consequences of Inaccurate or Incomplete Disclosures

Contract Voidance: May render agreement rescindable

Indemnity Exposure: Obligation to cover losses

Monetary Damages: Payment for proven losses

Closing Delays: Transaction schedules may be pushed

Regulatory Fines: Possible reporting or compliance penalties

Reputational Harm: Lost trust with counterparties

eSignature Vendor Comparison for Executing Disclosure Representation Agreements

Comparison of common vendor traits and starting prices to consider when selecting an eSignature provider for sensitive disclosure documents.

	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	Yes, 7-day 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
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Sample Use Cases and Outcomes

Real scenarios illustrate common uses for a Disclosure Representation Agreement across industries and deal types.

Real Estate Closing

A seller disclosed known roof defects and attached a detailed schedule for buyer review

Buyer negotiated a price reduction tied to repair estimates
The explicit schedule avoided post‑closing litigation by establishing a clear exception and remedy structure.

Software Acquisition

The seller represented absence of third‑party IP claims and listed all licenses

Buyer required supporting source file lists
When a third‑party claim surfaced, the representation and indemnity provisions guided claim allocation and expedited remediation.

FAQs and Troubleshooting for Disclosure Representation Agreements

Answers to common questions about execution, enforceability, and practical issues when using disclosure representation language.

Need help? Contact support

Can this be signed electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Confirm no statutory exception applies to your specific disclosure type.
What if a representation is later found false?
Remedies depend on contract terms: indemnification, price adjustment, or rescission. Materiality and notice provisions control available relief and any required cure periods.
Do I need a notary or witnesses?
Most disclosure agreements do not require notarization, but local law or transaction type may. Check state rules for deeds, affidavits, or statutory disclosures that mandate notarization or witnesses.
How should exceptions be handled?
Use disclosure schedules with numbered items cross‑referenced to each representation. Be specific about dates, document names, and amounts to avoid ambiguity.
What audit records should I keep?
Retain the signed PDF, audit trail (timestamps, IP addresses), and any supporting evidence for the representation for at least the applicable retention period.
When should counsel review the document?
Have legal counsel review before execution when representations involve regulatory compliance, material liabilities, or ambiguous exceptions to ensure enforceability and proper allocation of risk.

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