Are e‑signatures legally valid?

Yes. Electronic signatures are enforceable in the United States under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws adopted in 49 states; exceptions include wills, certain court filings, and other statutory exceptions listed under ESIGN/UETA guidance.

When is notarization required?

Notarization is required only when a statute or the parties require it, or when an acknowledgement is needed for recording; requirements vary by state so confirm with the recording office or state notary statute.

Can I revoke an intermediary's authority?

Revocation depends on contract terms and whether the intermediary has third‑party obligations; include clear termination and revocation provisions and follow notice and cure procedures specified in the agreement.

Who can sign on behalf of a company?

Authorized signers are typically officers or persons with delegated authority; verify corporate bylaws, formation documents, or board resolutions to confirm authority before execution to avoid later challenges.

What if parties disagree about commissions?

Include explicit payment triggers, calculation methods, and dispute resolution (mediation/arbitration) clauses; preserving contemporaneous records and communications reduces litigation risk.

Can I use signNow to execute this agreement electronically?

You may use an eSignature platform that complies with ESIGN and UETA; signNow implements audit trails, secure transport and storage, and offers HIPAA-compliant configurations when a BAA is in place, helping meet technical recordkeeping and authentication requirements.

Electronic Signature
Templates
Miscellaneous
Intermediary Agreement

Intermediary Agreement

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

INTERMEDIARY AGREEMENT

This Intermediary Agreement (the "Agreement") is made effective as of by and between the parties set forth below.

PARTIES

Intermediary Name Intermediary Address Intermediary Entity Type

Individual Corporation LLC Partnership Other:

Principal Name Principal Address

RECITALS

WHEREAS, Intermediary has experience and contacts relevant to introducing potential customers, clients, or counterparties to Principal for the purpose of facilitating transactions identified in this Agreement; and

WHEREAS, Principal desires to engage Intermediary to identify, introduce and assist in pre-contractual negotiations with prospective counterparties in accordance with the terms set forth below; and

WHEREAS, the parties wish to set forth the scope, compensation, confidentiality and other terms applicable to such introductions and intermediary services.

SCOPE OF WORK

Intermediary shall use commercially reasonable efforts to: identify potential counterparties, make initial introductions, provide background information on prospects, and assist in preliminary negotiations solely to the extent expressly authorized by Principal. Intermediary is not authorized to bind Principal or negotiate final contract terms on Principal's behalf except as expressly set forth in writing.

Detailed Scope (describe services, deliverables, limits of authority)

PAYMENT TERMS

In consideration for the services rendered by Intermediary, Principal shall pay Intermediary the fees and reimbursements described below. All payments are exclusive of taxes unless otherwise required by law.

Fee Amount Payment Schedule / Milestones Late Payment

Any amount not paid when due shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. In addition, Principal shall be responsible for reasonable collection costs and attorneys' fees incurred by Intermediary in enforcing payment.

Invoices and Payment Instructions

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue until the End Date unless earlier terminated in accordance with this Section.

Start Date: End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured after days' written notice specifying the breach. Termination shall not relieve Principal of its obligation to pay fees for services rendered prior to termination.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement they may receive or have access to confidential, non-public information of the other party ("Confidential Information"). Confidential Information shall include business plans, pricing, customer lists, trade secrets, proposals, and other proprietary information designated as confidential or which a reasonable person would understand to be confidential.

Each recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than a reasonable standard of care); (b) use Confidential Information solely for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall survive termination of this Agreement for years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors and affiliates (the "Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice).

Intermediary Notice Address Principal Notice Address

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties agree that any dispute arising from or relating to this Agreement shall be resolved by binding arbitration to the extent permitted by law, or in the alternative, by the courts located in the same jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No modification or amendment of this Agreement will be effective unless in writing and signed by both parties.

SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Principal may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

EXECUTION

The parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be valid and binding.

Intermediary:

By:

Date:

Principal:

By:

Date:

What an Intermediary Agreement Is and when it matters

An Intermediary Agreement is a written contract that defines the role, authority, duties, and compensation of an intermediary acting between two or more parties, commonly used where a broker, agent, or facilitator negotiates, introduces, or executes transactions on behalf of others. The agreement clarifies limits on decision-making, confidentiality obligations, indemnities, term and termination provisions, and any fee or commission structures. For electronic execution, confirm that the record and signature method meet federal and state e-signature laws such as the ESIGN Act (15 U.S.C. ch. 96) and applicable state UETA or ESRA provisions.

Why a clear Intermediary Agreement reduces risk

A properly drafted Intermediary Agreement reduces disputes by defining authority, payment terms, confidentiality, and breach remedies; it supports regulatory compliance and clarifies whether the intermediary is an agent, independent contractor, or fiduciary, which affects liability and tax treatment under state law and federal rules.

Who typically completes an Intermediary Agreement

When in doubt about signatory authority or regulatory obligations, consult legal counsel to confirm roles and compliance requirements.

Real estate brokers and property managers executing agency or referral arrangements, ensuring commission and disclosure terms are explicit.
Financial services firms and investment intermediaries documenting introducer fees, regulatory responsibilities, and AML/KYC obligations.
Vendors and procurement professionals engaging resellers or channel partners for lead referrals and sales facilitation.

Who signs and in what capacity

Company Officer

An authorized corporate officer or manager signs on behalf of a business entity; confirm corporate approval and any board resolutions required to bind the company before execution.

Individual Intermediary

The intermediary signs either as an individual or a representative of its business; include legal name, title, and capacity to avoid disputes over authority and tax reporting.

Essential clauses to include in a professional Intermediary Agreement

A complete agreement contains clear operational, commercial, and legal provisions so parties can rely on enforceable, predictable terms.

Scope of Authority

Define actions the intermediary may take, approvals required, and any prohibited activities to prevent unauthorized commitments or contracts.

Compensation

Specify commission rates, payment timing, conditions for payment, clawback scenarios, and whether fees survive termination.

Term and Termination

State the effective date, duration, renewal mechanics, termination for convenience, and termination for cause with notice requirements.

Confidentiality

Protect sensitive information with a non-disclosure clause, permitted disclosures, and duration of confidentiality obligations after termination.

Representations

Include warranties about authority, compliance with laws, non-infringement, and accuracy of information provided by the intermediary.

Indemnity & Liability

Allocate risk and cap liability where appropriate; include indemnification obligations for third-party claims arising from intermediary acts.

Critical data elements to capture in the agreement

Intermediary Name: Legal business name

Counterparty Name: Legal entity name

Effective Date: MM/DD/YYYY

Payment Terms: Fee schedule

Contact Details: Address and email

Signature Blocks: Name, title, date

Step-by-step completion checklist

Follow these ordered steps to prepare, sign, and distribute a valid Intermediary Agreement.

01

Draft or review: Confirm parties, scope, and payment terms.
02

Internal approval: Obtain corporate authorization or board sign-off if required.
03

Signatures: Have authorized signers execute in proper capacity.
04

Distribute copies: Provide executed PDF to all parties and retain originals.

Typical routing and execution flow

This flow shows how the agreement moves from drafting to final record, including common checkpoints for compliance and signature collection.

Create document: Populate template with key terms and fillable fields.
Authorize signers: Confirm who may sign, their titles, and any witness requirements.
Electronic signature: Send via secure e-sign platform or collect wet signatures.
Archive: Store executed copy with audit trail and version control.

Online workflow settings for e-execution

Configure these workflow settings to ensure proper routing, authentication, and recordkeeping when using an eSignature platform.

Setting	Recommended value
Signer authentication	Email + SMS code
Field validation	Required and format checks
Sequential routing	Enable ordered signing
Audit trail	Retain full activity log

Technical considerations for electronic completion

Ensure the provider supports ESIGN and UETA compliance, and obtain a BAA for HIPAA-covered health contexts when necessary.

Authentication: Email, SMS, KBA
Formats supported: PDF, DOCX
Integrations: CRM and cloud storage

Timelines, notices, and processing expectations

Be mindful of notice periods, payment deadlines, and termination windows specified in the agreement; some timelines affect statutory rights and tax reporting.

Effective date:

Start of obligations

Notice periods:

Typically 15–60 days

Payment due:

Specify days after invoice

Termination notice:

Often 30 days unless cause exists

Record access:

Retain executed copy immediately

Consequences of incorrect or incomplete agreements

Tax exposure: Incorrect classification

Unpaid commissions: Dispute or litigation

Regulatory fines: Industry enforcement

Contract voidance: Ambiguous authority

Data breaches: Privacy penalties

Reputational harm: Loss of trust

Common drafting and execution pitfalls

Vague scope language that fails to limit authority often leads to disputes about whether the intermediary exceeded delegated powers.
Failure to specify payment triggers and calculation methods results in inconsistent payments and commission disputes between parties.
Neglecting to confirm signer authority or corporate approval can make agreements voidable or result in claims of unauthorized signature.
Omitting confidentiality or data handling clauses creates exposure for regulated data transfers, particularly in healthcare or financial services.

eSignature platform pricing and capability snapshot

Compare starting price and core capabilities relevant to Intermediary Agreements; signNow is listed first per platform comparison conventions.

	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	Varies	Varies	Varies
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 Intermediary Agreements

Answers to common legal, execution, and recordkeeping questions when preparing or e-signing an Intermediary Agreement.

Need help? Contact support

Are e‑signatures legally valid?
Yes. Electronic signatures are enforceable in the United States under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws adopted in 49 states; exceptions include wills, certain court filings, and other statutory exceptions listed under ESIGN/UETA guidance.
When is notarization required?
Notarization is required only when a statute or the parties require it, or when an acknowledgement is needed for recording; requirements vary by state so confirm with the recording office or state notary statute.
Can I revoke an intermediary's authority?
Revocation depends on contract terms and whether the intermediary has third‑party obligations; include clear termination and revocation provisions and follow notice and cure procedures specified in the agreement.
Who can sign on behalf of a company?
Authorized signers are typically officers or persons with delegated authority; verify corporate bylaws, formation documents, or board resolutions to confirm authority before execution to avoid later challenges.
What if parties disagree about commissions?
Include explicit payment triggers, calculation methods, and dispute resolution (mediation/arbitration) clauses; preserving contemporaneous records and communications reduces litigation risk.
Can I use signNow to execute this agreement electronically?
You may use an eSignature platform that complies with ESIGN and UETA; signNow implements audit trails, secure transport and storage, and offers HIPAA-compliant configurations when a BAA is in place, helping meet technical recordkeeping and authentication requirements.

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