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Financial Contingency Search Agreement

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FINANCIAL CONTINGENCY SEARCH AGREEMENT

Date of Agreement:

Parties

Recitals

WHEREAS, Client desires to engage Search Firm to conduct searches and investigations designed to locate and identify financial assets, accounts, liens, judgments, bankruptcy filings, corporate records, or other sources of recoverable funds or property (collectively, the Searches); and

WHEREAS, Search Firm is willing to perform such Searches on a contingency basis subject to the terms and conditions set forth in this Agreement.

Scope of Services

1.1 Services. Search Firm will undertake commercially reasonable Searches to identify and document financial assets and sources of recovery relating to targets and parameters provided by Client. Searches may include, without limitation, the following:

Select asset types to be searched:

1.2 Exclusions. Search Firm will not act as legal counsel on Client's behalf, will not file litigation or claims on Client's behalf except by express written authorization, and will not provide escrow, custodial services, or operate as a fiduciary unless separately agreed in writing.

Contingency Fee and Payment

2.1 Contingency Fee. As full compensation for Searches that result in monetizable recoveries to Client, Client agrees to pay Search Firm a contingency fee equal to % of all gross amounts actually received by Client (the "Contingency Fee").

2.2 Definitions and Calculation. "Gross amounts actually received" means cash or cash-equivalent consideration actually collected by Client or placed in Client's control as a direct result of information, introductions or recoveries obtained by Search Firm. Calculations will be made before deduction of Client's counsel fees or other third-party costs unless otherwise agreed in writing.

2.3 Payment Timing. Contingency Fee shall be payable to Search Firm within days of Client's actual receipt of recovered funds. Late payments shall bear interest at % per month or the maximum permitted by law, whichever is less.

Expenses and Disbursements

3.1 Reimbursable Expenses. Client shall reimburse Search Firm for reasonable, documented out-of-pocket expenses incurred in connection with the Searches, including database fees, filing fees, courier costs, public records fees, and travel, subject to prior approval for any single expense exceeding .

Client Obligations

4.1 Cooperation. Client shall provide all information, authorizations, signed releases, and documentation reasonably necessary for Search Firm to perform the Searches. Client warrants that information it provides is accurate to the best of its knowledge.

Confidentiality and Privacy

5.1 Confidential Information. Each party shall keep confidential any non-public information received in connection with the Searches, except where disclosure is required by law, judicial process, or necessary to collect the Contingency Fee. Search Firm shall comply with applicable privacy and data protection laws when handling personal data.

Authority to Access Records

6.1 Client hereby authorizes Search Firm to obtain, on behalf of Client, public and private records and information necessary to conduct the Searches. Client authorizes any third party to release records to Search Firm as authorized by Client.

Representations; No Guarantee

7.1 Representations. Each party represents that it has full authority to enter into this Agreement and that this Agreement is binding and enforceable.

7.2 No Guarantee. Search Firm does not guarantee that Searches will result in any recovery or that the amounts identified will be collectible. Client acknowledges the contingency nature of the engagement.

Term, Termination, and Survival

8.1 Term. This Agreement shall commence on the Date of Agreement above and continue until terminated as set forth herein.

8.2 Termination. Either party may terminate this Agreement upon written notice. Termination will not affect Client's obligation to pay Contingency Fees on recoveries directly resulting from work performed prior to termination or on recoveries obtained within months of termination.

Indemnification and Liability

9.1 Indemnification. Client shall indemnify and hold harmless Search Firm, its officers, agents and employees, from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement or Client's provision of false or misleading information.

9.2 Limitation of Liability. Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, exemplary, punitive or special damages.

Governing Law; Dispute Resolution

10.1 Governing Law. This Agreement shall be governed by the substantive laws of the jurisdiction identified by Client for governing law:

10.2 Dispute Resolution. Parties shall attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by binding arbitration before a single arbitrator in the governing jurisdiction, with the arbitrator applying the laws of the governing jurisdiction.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above (or to such other address as a party designates by written notice). Notices delivered by email shall be effective upon transmission if followed by a mailed or couriered copy.

Miscellaneous

12.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Search Firm may assign rights to receive payment.

Acknowledgements

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms of this Agreement, including the contingency fee structure, expense reimbursement provisions, and limitations of liability contained herein.

Client

Printed Name:

Signature:

Date:

Search Firm

Printed Name:

By:

Date:

Enter text

What the Financial Contingency Search Agreement Is

A Financial Contingency Search Agreement documents the scope and authorization for conducting a targeted search of financial records, public filings, and lien or encumbrance databases to identify contingent liabilities that may affect a transaction or obligation. Typical uses include pre-closing due diligence, loan underwriting, asset purchase reviews, and vendor onboarding; the agreement defines who may order searches, which sources are queried, timing, reporting deliverables, fees, and confidentiality obligations. It coordinates consent, access permissions, and the responsibilities of the search provider and requesting party to ensure reliable, auditable results.

Why this Agreement Matters for Transactions

A clear Financial Contingency Search Agreement reduces post-closing surprises by documenting authorized searches, acceptable sources, and reporting standards. It allocates responsibility for scope, costs, and remedial steps if a contingency is discovered, which supports informed decision-making and risk allocation between parties.

Why this Agreement Matters for Transactions

Who Typically Executes This Agreement

Common participants include lenders, buyers, corporate acquirers, title agents, and outside counsel who need formal permission to run financial or public-record searches.

  • Lenders and underwriters conducting borrower due diligence and collateral assessment.
  • Acquirers or investors reviewing target-company contingent liabilities before closing.
  • Third-party search vendors and title companies delivering standardized search reports.

Use this agreement whenever a party needs documented authority and defined scope for financial-contingency investigations before completing a transaction.

Who Signs and Why

Authorized Requestor

Typically a company officer, lender representative, or counsel who has authority to request searches and accept results on behalf of the client. This signer confirms scope, payment terms, and confidentiality obligations.

Search Provider

An accredited vendor, title company, or internal compliance team authorized to access public records and financial databases. This signer confirms methodology, report timing, data sources, and liability limits.

Core Elements to Include in a Professional Agreement

A complete Financial Contingency Search Agreement should be explicit about scope, data sources, timing, fees, confidentiality, and liability to prevent disputes and provide an auditable record of the search process.

Scope

Define precisely which records and databases will be searched (liens, UCC filings, judgments, bankruptcy dockets, tax liens) and any geographic or entity limits.

Authorization

Identify the requesting party, who can order supplemental searches, and any required proof of consent or power to act for third parties.

Deliverables

Specify report format, fields included (e.g., filing date, docket number, jurisdiction), delivery method, and acceptable turnaround time.

Fees

State flat fees, per-record charges, notary or RON fees if applicable, payment terms, and reimbursement for third-party data costs.

Confidentiality

Set handling rules for sensitive data, permitted disclosures, retention limits, and breach notification procedures.

Liability Limits

Include warranty disclaimers, indemnities, caps on damages, and remedies in case of missed or erroneous entries.

Step-by-Step: Completing the Agreement

Follow this sequence to prepare, authorize, and execute a Financial Contingency Search Agreement.

  • 01
    Gather Identifiers: Collect legal names, TIN/EIN, and DBA information.
  • 02
    Define Scope: Specify jurisdictions, record types, and date ranges.
  • 03
    Agree Fees: Confirm pricing, payment terms, and third-party costs.
  • 04
    Authorize and Sign: Have authorized representatives sign and date the agreement.

Where to Send and How Results Are Delivered

This section describes typical routing and delivery options for search requests and the resulting reports.

  • Submission: Send the signed agreement and identifiers to the search provider via the agreed channel.
  • Processing: Provider runs queries across specified databases and compiles matches.
  • Review: Requester receives draft report for questions or clarification.
  • Final Delivery: Certified final report delivered by email or secure portal.

Configuring an Online Workflow for Searches

Set these workflow fields in your eSigning or case management system to standardize requests and automate routing.

Field Configuration
Requester Email Auto-populate from user profile
Entity Identifier Required field; numeric input mask for TIN/EIN
Jurisdiction Selector Multi-select list of states/counties
Report Delivery Choose secure portal or encrypted email

Digital Signing and eSubmission Requirements

Use an eSignature platform that provides audit trails, secure storage, and signer authentication when executing the agreement electronically.

  • Audit Trail: Timestamped events
  • Authentication: Email or SMS code
  • Document Formats: PDF and DOCX supported

Confirm the chosen eSignature solution complies with ESIGN (15 U.S.C. ch. 96) and UETA where applicable, and supports retention and export of signed records.

Penalties and Liability Considerations

Missed Lien: Potential indemnity claims and remediation costs
Late Filing: Contractual damages or delayed closings
Incorrect Data: Reliance damages; dispute over vendor liability
Regulatory Fines: HIPAA or consumer-data penalties if mishandled
Tax Exposure: Unidentified tax liens affecting closing
Intentional Disregard: High statutory penalties in certain filings

Common Preparation Mistakes to Avoid

  • Providing incomplete or misspelled legal names that return incomplete matches and require rework and additional fees.
  • Not specifying precise jurisdictions or date ranges, causing over-broad searches and unexpected costs.
  • Failing to document authorization for searches, which can delay vendor access or lead to privacy disputes.
  • Neglecting retention and confidentiality clauses, increasing risk of unauthorized disclosure and regulatory exposure.

Practical Tips for Accurate and Efficient Completion

Adopt standardized procedures to reduce errors and speed processing while preserving evidentiary quality of results.

Use Verified Identifiers
Always include exact TIN/EIN and full legal names to improve match accuracy and avoid repeat searches that increase cost and delay reporting.
Limit Jurisdiction Scope
Restrict searches to states and counties where exposure is likely; broader searches are sometimes needed but increase fees and review time.
Standardize Report Format
Require a consistent deliverable layout with dates, docket numbers, and source links to simplify buyer or lender review and reduce follow-up questions.
Document Consent
Include explicit written authorization for providers to access third-party databases and store results securely to prevent access or privacy disputes.

eSignature Vendor Pricing and Feature Snapshot

Compare common eSignature vendors and basic plan points relevant when executing and storing Financial Contingency Search 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 Yes, 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions

Answers to common questions about enforceability, signatures, notarization, and retention when using a Financial Contingency Search Agreement.


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