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Execution Only Document

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Execution Only Document

This Execution Only Document (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, the Client has requested that the Service Provider act solely to execute transactions or instructions provided by the Client without providing advisory, suitability, or advisory recommendations; and

WHEREAS, the Service Provider is willing to execute such instructions on an execution-only basis on the terms and conditions set forth in this Agreement, and the Client acknowledges and accepts the limitations and risks associated with execution-only services; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such execution-only services.

Scope of Work

Execution Only Acknowledgement

The Client expressly instructs the Service Provider to act on an execution-only basis. The Client acknowledges and agrees that:

(a) the Service Provider will not provide advice, recommendations, or assessments of suitability with respect to any instruction given by the Client; (b) the Client bears sole responsibility for the decision to instruct the Service Provider to execute any transaction; and (c) the Client has had the opportunity to obtain independent advice prior to providing any instruction.

Acknowledgement: I hereby acknowledge and accept execution-only treatment and the associated risks.

Payment Terms

The Client shall pay the Service Provider the fees and any expenses described below in consideration for execution-only services rendered pursuant to this Agreement.

Term and Termination

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

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party that is marked or reasonably identifiable as confidential. Confidential Information shall not include information that: (a) is or becomes public other than by breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is lawfully obtained from a third party; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Liability; Indemnity

The Service Provider's liability for claims arising out of or relating to this Agreement, whether in contract, tort, or otherwise, shall be limited to direct damages and shall not exceed the total fees paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, punitive, or special damages. The Client agrees to indemnify, defend, and hold harmless the Service Provider from and against any claims, losses, liabilities, or expenses arising from the Client's instructions or the Client's failure to provide accurate or complete information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Governing State: without regard to conflict of laws principles.

Entire Agreement

This Agreement, including any attachments and written schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, proposals, negotiations, and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Representations

Each party represents and warrants that it has the full corporate or individual power and authority to enter into and perform its obligations under this Agreement and that the person signing this Agreement on its behalf is authorized to do so.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any subsequent breach.

Client:

By:

Date:

Service Provider:

By:

Date:

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What an Execution Only Document Is and when it's used

An Execution Only Document records a party's instruction to execute a transaction or agreement without additional advice, recommendation, or discretionary decision-making from the recipient. Common in financial trading, brokerage authorizations, and some commercial contracts, it documents the principal's clear direction, the scope of actions authorized, and any disclaimers about advice. Execution-only forms can be completed on paper or electronically; when executed electronically they meet federal and state e-signature laws such as the ESIGN Act (15 U.S.C. §7001) and UETA (1999), subject to statutory exceptions.

Why an Execution Only Document matters for clarity and compliance

Execution Only Documents assign responsibility, reduce ambiguity about who gave instructions, and create an audit trail for regulatory review. When electronically executed, platforms such as signNow can support compliant records and reliable audit logs under ESIGN and UETA, aiding verification without changing substantive legal obligations.

Why an Execution Only Document matters for clarity and compliance

Typical users and organizational roles

The Execution Only Document is used by people who must record direct instructions and by organizations that process those instructions without providing advice.

  • Retail investors and traders who instruct brokers to execute transactions without receiving investment advice.
  • Brokerage operations and trust officers who need documented client direction for compliance and audit purposes.
  • In-house legal and procurement teams issuing execution-only purchase orders or procurement approvals.

Use by these groups helps show intent and limits post-execution dispute about advisory obligations.

Essential parts of a professional Execution Only Document

A clear structure reduces disputes. Include precise authority language, identification, scope of execution, timing, acknowledgments, and signature details to create an enforceable record.

Parties

Full legal names and roles of the instructing party and the executing party, with business entity type where relevant, to avoid identity disputes.

Scope

A concise description of the actions authorized — specific transactions, limits, dates, or instruments — so executors cannot reasonably exceed authority.

Execution-Only Clause

A statement that the executor provides no advice and acts only on the party's instruction; this allocates responsibility and clarifies expectations for regulatory review.

Acknowledgments

Declarations that the instructing party understands risks, has capacity, and is not relying on advice from the executor; useful for dispute resolution and compliance.

Signature Block

Designated signatory lines, printed name, title, date, and capacity (e.g., authorized officer or agent) to confirm legal authority to bind the instructing party.

Recordkeeping

A note on retention, distribution, and audit trail details so recipients know how long the executed record will be kept and where to retrieve it.

Step-by-step: completing an Execution Only Document

Follow these steps to complete and validate an execution-only instruction reliably.

  • 01
    Gather documents: Collect ID and account details before starting.
  • 02
    Fill fields: Enter each required field in full without abbreviations.
  • 03
    Sign: Use the prescribed signature method and date the form.
  • 04
    Submit: Send to the executing party and retain a copy.

Customizing and completing the form online

Configure the digital workflow so the Execution Only Document captures all required data and maintains a searchable audit trail.

Field Configuration
Template Create reusable template with locked fields.
Conditional fields Show or hide fields based on prior answers.
Authentication Require email, SMS code, or stronger ID checks.
Retention export Enable PDF/A export and archive settings.

Where to send or file executed copies

Identify primary destinations and routing steps so executed records reach compliance, operations, and the instructing party.

  • Executor's records: Retain a signed copy in the executor's compliance file.
  • Client copy: Provide the instructing party with a final signed PDF.
  • Custodian or clearinghouse: Submit transaction details to the custodian if required.
  • Internal audit: Forward to compliance for review and indexing.

How distribution and integrations affect sharing

Use platforms that support required integrations and file formats to reduce manual handling and preserve audit trails.

  • Integrations: Support for Salesforce, NetSuite, Google Workspace, and Box simplifies routing and storage.
  • File formats: Accept PDF and DOCX and export signed PDF/A for long-term storage.
  • Authentication: Enable email, SMS, or advanced signer authentication as policy requires.

Proper platform configuration reduces processing time and keeps execution records consistent across systems.

Typical timelines and processing expectations

Be aware of processing windows so instructions are effective when intended and regulatory review deadlines are met.

Immediate effect:

Execution often takes effect on signature date unless a later date is specified.

Processing time:

Expect 1–3 business days for verification and routing in routine cases.

Compliance review:

Allow 3–5 business days for internal compliance checks on complex matters.

RON recording:

If notarized remotely, audio-video and journal retention may add administrative time.

Tax and reporting:

Confirm any downstream reporting deadlines that the executed instruction triggers.

Common preparation errors to avoid

  • Incomplete identification details that prevent verification and delay execution.
  • Vague transaction descriptions that allow differing interpretations of authorized actions.
  • Signing by an unauthorized individual without documented power of attorney or corporate resolution.
  • Failing to state the execution-only nature, leading to disputes over advisory responsibility.

Key risks and potential consequences

Unenforceability: Document may be challenged if authority is unclear.
Regulatory breach: Improper procedures can trigger supervisory scrutiny.
Tax exposure: Incorrect reporting may cause penalties under IRC §6721.
Fiduciary liability: Executors acting beyond authority may incur liability.
Operational delay: Incomplete forms cause processing and settlement delays.
Audit findings: Poor records increase audit and remedial costs.

eSignature pricing and capability comparison relevant to execution workflows

Compare basic pricing and key capabilities for platforms commonly used to execute and archive Execution Only Documents; signNow is listed first for parity.

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 by region Varies by plan Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Security, encryption, and compliance markers to verify

In-transit encryption: TLS 1.2/1.3
At-rest encryption: AES-256
SOC 2: SOC 2 Type II available
HIPAA: BAA required for PHI
21 CFR Part 11: Support for FDA records
GDPR: EU-U.S. Data Privacy Framework

How to update or amend an executed document

Follow a controlled amendment process to preserve the chain of authority and maintain an auditable record.

01

Identify change:

Specify the clause or term requiring amendment.
02

Draft amendment:

Prepare an amendment referencing original document details.
03

Obtain signature:

All original parties sign the amendment to avoid ambiguity.
04

Notarize if required:

Notarize amended signature if original required notarization.
05

Distribute copies:

Send final amendment to all stakeholders and recordkeepers.
06

Archive:

Attach amendment to the original file and update retention policy.

Real-world examples illustrating execution-only use

These brief case arcs show how organizations use execution-only documents to capture direction while preserving compliance and auditability.

Optica Ventures (COO)

Optica needed a simple way to capture client trade instructions without advisory language.

  • They used a standardized execution-only form with account and trade metadata.
  • The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

Martin Properties (Founder)

A property manager required tenant payment direction without altering lease counsel.

  • The execution-only form recorded payment authorization and limits.
  • I can process and execute all of these documents online with 100% compliance and built-in security.

Who is authorized to sign an Execution Only Document

Corporate Officer

An authorized officer or signatory listed in corporate records may sign on behalf of an entity; include title and a reference to the corporate resolution or signed authority to avoid later challenges.

Named Agent or Broker

A named agent acting under a limited power of attorney or agency agreement may sign; attach or reference the underlying power of attorney to confirm delegated authority.

Key milestones from draft to archival

Track milestones so each execution stage is controlled, audited, and timely.

01

Draft prepared

Document drafted and reviewed by issuing party.

02

Execution

Signatures collected and timestamps recorded.

03

Compliance review

Internal compliance confirms authority and completeness.

04

Final archive

Signed document exported and stored under retention policy.

Frequently asked questions about Execution Only Documents

Answers to common practical and legal questions when preparing, signing, or storing an Execution Only Document.


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