Is an electronic signature legally binding?

Yes—under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA enactments, electronic signatures are legally enforceable when intent, consent, attribution, and record retention are satisfied.

Do consumer-facing disclosures apply?

If the agreement affects an individual's financial or consumer rights, follow ESIGN consumer-disclosure requirements and obtain affirmative consent before relying on electronic delivery.

When is notarization required?

Most commercial insurance agreements do not require notarization; however, state rules vary. Use local notary practices for jurisdiction-specific instruments or when a witness acknowledgment is contractually required.

How do I correct a signed agreement?

Material corrections after execution generally require an amendment or re-execution. Minor clerical fixes may be accepted with an initialed rider; follow insurer instructions to avoid coverage disputes.

Who can sign on behalf of the insured?

Only an authorized officer or an individual named in a corporate resolution may bind the entity. Maintain a corporate resolution on file that designates the signer.

How long should I retain the executed agreement?

Retain for the policy term plus an additional period—commonly seven years—and follow regulatory minimums (IRS, SEC, HIPAA) for related records and claim evidence.

Electronic Signature
Templates
Legal
D&O and EPL Insurance Agreement

D&O and EPL Insurance Agreement

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D&O AND EPL INSURANCE AGREEMENT

This D&O and EPL Insurance Agreement (the Agreement) is entered into as of by and between Insurer Name: with principal address: and Insured Name: with principal address: .

RECITALS

WHEREAS, the Insured is a corporate entity whose directors, officers and employees are exposed to claims alleging wrongful acts in the performance of their duties; and

WHEREAS, the Insured seeks insurance coverage for Directors and Officers liability (D&O) and Employment Practices Liability (EPL) and the Insurer is willing to provide such coverage on the terms and subject to the limits, retentions and exclusions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the policy of insurance to be issued pursuant to this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Claim" means any written demand, civil proceeding, criminal proceeding, administrative or regulatory proceeding, arbitration, or other formal adjudicatory proceeding seeking monetary or non-monetary relief against an Insured arising out of a Wrongful Act. "Wrongful Act" means any actual or alleged error, misstatement, misleading statement, act, omission, neglect or breach of duty by an Insured in their capacity as such. "Loss" means damages, judgments, settlements, costs and expenses, including defense costs, taxes, fines and penalties to the extent insurable by law.

2. SCOPE OF COVERAGE

Subject to the terms, conditions, exclusions and limitations of this Agreement, the Insurer agrees to pay Loss on behalf of the Insured resulting from Claims for which coverage is provided under the following insuring agreements:

(a) Directors & Officers Liability: Coverage for Claims alleging Wrongful Acts by directors or officers in their capacities as such, including derivative claims and shareholder actions.

(b) Employment Practices Liability: Coverage for Claims alleging wrongful employment practices including wrongful termination, discrimination, harassment, retaliation, and other employment-related torts.

Coverage Options Selected: D&O EPL Run-Off Coverage

3. POLICY PERIOD AND NOTICE

The policy period shall commence on and expire on unless earlier terminated in accordance with this Agreement. Notice of Claim shall be provided in accordance with Section 12 (Notices) and shall include the details reasonably available regarding the Claim, the Insureds involved and defense counsel retained.

4. LIMITS OF LIABILITY AND RETENTION

Aggregate Policy Limit Each Claim Limit Retention (Insured's deductible per Claim)

5. PREMIUM AND PAYMENT

The Insured shall pay to the Insurer a premium in the amount of payable in accordance with the premium schedule attached to the policy. Failure to pay premium when due shall permit the Insurer to suspend or terminate coverage in accordance with applicable law and the terms of this Agreement.

6. EXCLUSIONS

Coverage under this Agreement shall not apply to: (a) fraudulent, criminal or intentional non‑compliant acts of an Insured proven by final adjudication; (b) bodily injury, sickness, disease or death of any person, or damage to or destruction of any tangible property; (c) prior acts, Claims or circumstances expressly excluded by endorsement; or (d) statutory fines and penalties to the extent uninsurable under applicable law. The foregoing exclusions are illustrative and coverage is subject to the full list of exclusions set forth in the policy.

7. DEFENSE, SETTLEMENT AND CONSENT

The Insurer shall have the right and duty to defend any Claim covered by this Agreement, subject to the applicable retention. The Insured shall not settle any Claim without the prior written consent of the Insurer where such settlement would obligate the Insurer to pay Loss. If the Insured refuses to consent to a settlement recommended by the Insurer and acceptable to the claimant, the Insurer's liability for the Claim shall not exceed the amount for which the Claim could have been settled plus defense costs incurred after the date the Insured refused consent.

8. COOPERATION; DUTIES OF THE INSURED

The Insured shall cooperate fully with the Insurer, provide prompt notice of Claims, furnish all information and documents reasonably requested by the Insurer, and, as requested, assist in the investigation, defense and settlement of Claims. The Insured shall not admit liability, settle, or otherwise compromise any Claim without the Insurer's prior written consent, except as expressly permitted by this Agreement.

9. SUBROGATION

Upon payment of Loss under this Agreement, the Insurer shall be subrogated to the Insured's rights of recovery against any third party to the extent of such payment. The Insured shall execute instruments and papers and do whatever else is necessary to secure such rights and shall do nothing after loss to prejudice such rights.

10. TERM AND TERMINATION

This Agreement shall remain in force for the policy period specified in Section 3 unless earlier terminated in accordance with the terms of the policy. Termination by either party shall be effected by written notice and shall be governed by the notice periods and procedures set forth in the policy and applicable law.

11. CONFIDENTIALITY

The parties agree to treat as confidential the terms of this Agreement and any non-public information exchanged in connection with Claims and shall not disclose such information except as required by law or as necessary to effectuate the purposes of this Agreement or to obtain regulatory approvals.

12. NOTICES

Notices to Insurer (address for service) Notices to Insured (address for service)

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person, sent by certified mail (return receipt requested), nationally recognized overnight courier, or by electronic delivery with confirmation to the addresses provided above or to such other address as a party may designate by notice.

13. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. A waiver of any breach shall not be construed as a waiver of any subsequent breach.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles.

Governing Law Jurisdiction

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the policy and any endorsements or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures provided by electronic transmission shall be binding.

17. SCHEDULES

Schedule A — Insured Entities and Named Insureds Schedule B — Endorsements and Special Conditions

18. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate or organizational power and authority to enter into and perform this Agreement and that the person executing this Agreement on its behalf is duly authorized to do so. The Insured further represents that all material facts previously disclosed to the Insurer in any proposal, application or underwriting materials are true and complete to the best of the Insured's knowledge as of the effective date.

19. MISCELLANEOUS PROVISIONS

No assignment of the rights or duties under this Agreement shall be binding without the prior written consent of the other party, except that the Insurer may assign its rights to an affiliate or successor entity. The captions or headings in this Agreement are for convenience only and shall not affect its interpretation.

Insurer Printed Name:

By:

Date:

Insured Printed Name:

By:

Date:

What the D&O and EPL Insurance Agreement Covers

A D&O and EPL Insurance Agreement combines directors and officers (D&O) liability coverage with employment practices liability (EPL) protections in a single policy document. It defines who is insured, scope of covered claims (management decisions, fiduciary duties, wrongful employment acts), policy limits, retention or self-insured retention (SIR), exclusions, and claims-handling procedures. The agreement also specifies notice and cooperation obligations, defense and indemnity terms, and any endorsements altering standard policy language to match the insured entity's governance structure and workforce risks.

Why this Agreement Matters for Organizations and Leaders

The D&O and EPL Insurance Agreement allocates financial risk for management decisions and employment disputes, protecting corporate officers, board members, and the entity. Clear, accurate terms reduce coverage disputes, define insurer and insured duties, and support regulatory and investor confidence in corporate governance practices.

Who typically completes the D&O and EPL Insurance Agreement

In practice, insurers, brokers, and company leadership collaborate to ensure the agreement accurately reflects risk allocation, endorsements, and reporting requirements.

General counsel and legal teams responsible for policy language review and compliance with corporate governance obligations.
Chief financial officers, risk managers, and insurance brokers who negotiate limits, premiums, and retention terms with carriers.
Company secretaries, corporate officers, or authorized signatories who execute the agreement on behalf of the insured entity.

Core elements to expect inside the agreement

A professional D&O and EPL Insurance Agreement balances coverage language with operational requirements and claims procedures to reduce ambiguity during a claim or regulatory inquiry.

Parties & Recitals

Identifies the insured entity, covered persons, insurer, policy number, and purpose; establishes the contract baseline and effective dates.

Coverage Terms

Defines insured acts, claim types covered under D&O and EPL, insured versus entity coverage, and scope of defense obligations.

Limits & Retention

Specifies aggregate and per-claim limits, retention or self-insured retention amounts, and how limits apply across combined D&O and EPL claims.

Exclusions

Lists excluded conduct and loss categories such as fraud, bodily injury, or deliberately illegal acts; look for carve-ins or negotiated exceptions.

Claims Handling

Outlines notice requirements, cooperation duties, defense counsel selection, allocation rules for mixed claims, and settlement consent provisions.

Endorsements & Amendments

Includes endorsements (employment practice definitions, severability, run-off coverage) and attachment clauses describing how modifications are effective.

Required data elements for the agreement

Insured Name: Full legal entity name

Policy Number: Carrier-assigned identifier

Coverage Limits: Aggregate and per-claim amounts

Retention: SIR or deductible amount

Policy Period: Effective and expiration dates

Authorized Signatory: Name and title of signer

Step-by-step: completing the agreement

Follow a consistent sequence to reduce errors and ensure all parties and insurers receive required disclosures and signatures.

01

Collect details: Gather entity name, EIN, officer roster, and payroll figures.
02

Confirm coverages: Verify combined D&O and EPL limits, retention, and applicable endorsements.
03

Review exclusions: Check for carve-outs or punitive damage exclusions and negotiate if needed.
04

Execute and distribute: Obtain authorized signature, date the document, and provide insurer and internal copies.

How to configure the digital completion workflow

Set up an online workflow that secures signatures, ensures correct signers, and retains an audit trail for compliance.

Field	Configuration
Signature Type	Electronic signature field with date stamp
Signer Authentication	Email plus SMS code or stronger KBA as required
Conditional Fields	Show endorsements only when applicable
Audit Trail Retention	Retain IP, timestamps, and action logs

Where to send the completed agreement

After execution, route copies to every stakeholder to preserve coverage and compliance visibility.

Primary Insurer: Submit signed agreement to the insurer's underwriting or policy administration email or portal.
Broker of Record: Provide broker with the final executed copy for placement and premium accounting.
Corporate Records: Store a dated copy in the company's contract repository and insurance register.
Claims Department: Deliver executed agreement to in-house or third-party claims handlers for future reference.

Digital signing and file-format considerations

Choose a platform that supports audit trails, exportable signed PDFs, and integration with your document management system to retain records and meet regulatory needs.

Document Formats: PDF or PDF/A recommended
Integrations: Connectors for NetSuite, Salesforce, Microsoft 365
Authentication: Email + SMS or stronger methods

Key dates and timing expectations

Track execution, notice, and premium dates carefully; many coverage rights and obligations are time-sensitive.

Policy Effective Date:

When coverage begins; confirm MM/DD/YYYY

Retroactive Date:

Date before which acts are not covered; confirm in policy

Notice of Claim Deadline:

Typically within 30–90 days of knowledge; review policy wording

Premium Payment Due:

Date premiums or installments must be received

Endorsement Effective Date:

When any amended terms take effect

Common preparation mistakes to avoid

Using an informal or trade name rather than the insured's exact legal entity name; this can delay underwriting and claims.
Failing to identify all individuals to be insured (directors, officers, former officials), which can create coverage gaps during claims.
Neglecting to confirm retention and allocation rules for mixed claims, causing disputes over defense costs and indemnity.
Overlooking endorsements and exclusions added during negotiation; unsigned or missing endorsements may alter coverage materially.

Consequences of errors or incomplete execution

Claim Denial: Late notice or incorrect info

Coverage Gaps: Missing insured parties

Premium Adjustment: Understated exposures

Regulatory Exposure: Failure to meet reporting obligations

Contract Disputes: Ambiguous endorsements

Litigation Costs: Unallocated defense expenses

eSignature vendor pricing snapshot for executing the agreement

Compare common eSignature vendors on core price and operational features used when executing insurance agreements electronically.

	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	No	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently asked questions about completing and signing the agreement

Answers to common legal and technical questions encountered when preparing and exchanging D&O and EPL Insurance Agreements.

Need help? Contact support

Is an electronic signature legally binding?
Yes—under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA enactments, electronic signatures are legally enforceable when intent, consent, attribution, and record retention are satisfied.
Do consumer-facing disclosures apply?
If the agreement affects an individual's financial or consumer rights, follow ESIGN consumer-disclosure requirements and obtain affirmative consent before relying on electronic delivery.
When is notarization required?
Most commercial insurance agreements do not require notarization; however, state rules vary. Use local notary practices for jurisdiction-specific instruments or when a witness acknowledgment is contractually required.
How do I correct a signed agreement?
Material corrections after execution generally require an amendment or re-execution. Minor clerical fixes may be accepted with an initialed rider; follow insurer instructions to avoid coverage disputes.
Who can sign on behalf of the insured?
Only an authorized officer or an individual named in a corporate resolution may bind the entity. Maintain a corporate resolution on file that designates the signer.
How long should I retain the executed agreement?
Retain for the policy term plus an additional period—commonly seven years—and follow regulatory minimums (IRS, SEC, HIPAA) for related records and claim evidence.

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