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Intermediary Services Agreement

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INTERMEDIARY SERVICES AGREEMENT

This Intermediary Services Agreement (the Agreement) is made as of by and between Client Name: , an entity organized as under the laws of , with principal place of business at (Client), and Intermediary Name: , an entity organized as under the laws of , with principal place of business at (Intermediary). Client and Intermediary are each a Party and collectively the Parties.

RECITALS

WHEREAS, Client seeks to engage an intermediary to identify potential counterparties, customers, or transaction opportunities and to facilitate introductions and negotiations on Client's behalf; and

WHEREAS, Intermediary represents that it has the expertise, contacts and ability to perform intermediary services and desires to provide such services to Client subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to such intermediary services.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:

"Services" means the intermediary services to be provided by Intermediary as described in Section 2 below, including introductions, facilitation of negotiations, and related advisory services.

"Confidential Information" means all non-public proprietary information disclosed by a Party to the other Party in connection with the Services, whether oral, written, electronic or otherwise, including but not limited to business plans, financial information, customer lists, trade secrets and terms of potential transactions.

2. APPOINTMENT AND SCOPE

2.1 Appointment. Client hereby engages Intermediary, and Intermediary accepts such engagement, to act as a non-exclusive intermediary to identify and introduce prospective counterparties and to facilitate discussions as further described in this Agreement.

2.2 Scope of Services. Intermediary shall perform the following Services:

2.3 No Authority to Bind. Intermediary shall have no authority to bind Client to any agreement, obligation or liability, and shall not execute any documents or make any representation that would obligate Client, except as expressly authorized in writing by Client.

3. DUTIES OF THE INTERMEDIARY

3.1 Standard of Performance. Intermediary shall perform the Services in a professional and workmanlike manner, using reasonable skill and care consistent with industry standards.

3.2 Conflicts. Intermediary shall disclose to Client any material conflict of interest that could impair its ability to provide unbiased services under this Agreement.

4. COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Intermediary fees as follows: Fee Type: ; Amount/Rate: ; Payment Trigger:

4.2 Invoicing and Payment Terms. Intermediary shall submit invoices in accordance with the agreed schedule. Client shall pay undisputed amounts within days of receipt. Disputed amounts shall be promptly resolved in good faith.

4.3 Taxes. Each Party shall be responsible for its own taxes arising from the transactions contemplated by this Agreement. Intermediary is solely responsible for any applicable employment and withholding taxes related to its performance of the Services.

5. EXPENSES

Intermediary shall be responsible for its own ordinary operating expenses. Client shall reimburse Intermediary for pre-approved out-of-pocket expenses incurred in connection with the Services upon presentation of reasonable supporting documentation within days of receipt of such documentation.

6. CONFIDENTIALITY

6.1 Non-Disclosure. Each Party agrees to hold Confidential Information in strict confidence and to use such information solely for the purposes of performing its obligations under this Agreement. Confidential Information shall not include information that is or becomes publicly available other than by breach of this Agreement, already known to the receiving Party prior to disclosure, or rightfully received from a third party without an obligation of confidentiality.

6.2 Compelled Disclosure. If a Party is compelled by law or order to disclose Confidential Information, that Party shall provide prompt written notice to the disclosing Party and reasonably cooperate to limit the scope of such disclosure and seek protective measures.

7. TERM AND TERMINATION

7.1 Term. This Agreement shall commence on the Effective Date and continue until unless earlier terminated as provided herein.

7.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon days' prior written notice to the other Party.

7.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

7.4 Effect of Termination. Termination shall not affect accrued rights or liabilities of either Party, including Client's obligation to pay Intermediary for Services performed and reimbursable expenses incurred prior to termination.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution, delivery and performance of this Agreement has been duly authorized.

8.2 Intermediary Representations. Intermediary represents that it will perform the Services in a manner consistent with applicable laws and industry standards and that it will not knowingly introduce Client to parties that would present a direct and undisclosed conflict of interest without Client's prior written consent.

9. INDEMNIFICATION

Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party (Indemnified Party) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the Indemnifying Party's breach of this Agreement, willful misconduct or gross negligence. The Indemnified Party shall provide prompt written notice of any claim and cooperate in the defense.

10. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or breaches of confidentiality or indemnification obligations, in no event shall either Party be liable to the other for consequential, incidental, punitive or exemplary damages, and aggregate liability shall not exceed .

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses below:

12. INDEPENDENT CONTRACTOR

Intermediary is an independent contractor and not an employee, partner or agent of Client. Nothing in this Agreement shall be construed to create an employment relationship, partnership or joint venture between the Parties.

13. ASSIGNMENT

Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer of control, provided the assignee assumes the assigning Party's obligations hereunder.

14. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is asserted.

15. 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 transmitted by electronic means shall be valid and binding.

16. GOVERNING LAW

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

Governing Law Jurisdiction:

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement 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. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

18. MISCELLANEOUS

18.1 Remedies. Except as expressly provided in this Agreement, the rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law.

18.2 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing herein, express or implied, is intended to confer any rights on any third party.

Client — Printed Name:

By:

Date:

Intermediary — Printed Name:

By:

Date:

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What an Intermediary Services Agreement Covers

An Intermediary Services Agreement is a contract that defines the relationship between a principal (company or individual) and an intermediary (agent, broker, or reseller) who facilitates introductions, sales, or other services on behalf of the principal. Typical provisions allocate responsibilities for performance, compensation, exclusivity, term and termination, confidentiality, indemnities, insurance, and data handling. The agreement clarifies the scope of permitted activities, reporting and recordkeeping obligations, and payment terms to reduce disputes and support regulatory compliance.

Why this Agreement Matters and Its Legal Standing

A well-drafted Intermediary Services Agreement protects both parties by defining duties, limiting liability, and establishing payment mechanics. For electronic execution, the agreement is enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes where adopted; include required consumer disclosures when the transaction is consumer-facing.

Why this Agreement Matters and Its Legal Standing

Who Commonly Prepares and Signs This Agreement

Typical users include businesses hiring third-party agents, independent brokers, and intermediary platforms that connect buyers and sellers.

  • Small and mid-size companies using intermediaries to expand market reach or outsource sales activities.
  • Independent brokers and agents formalizing commission structures, exclusivity, and territory limits.
  • Marketplaces and referral platforms documenting fee splits, performance metrics, and data use rules.

Each user group should tailor clauses to commercial realities and applicable law to ensure enforceability and operational clarity.

Key Signatory Roles

Intermediary — Broker

An intermediary signs to accept the defined service obligations, commission structure, and reporting duties. The intermediary should ensure any subcontracting, resale, or subagent arrangements are disclosed and authorized to avoid breach of warranty or fiduciary claims.

Principal — Company

The principal signs to confirm the scope of engagement, payment terms, and termination rights. Authorized signers typically include an officer, authorized agent, or procurement representative listed in corporate records to bind the entity.

Essential Clauses to Include

A professional agreement groups protections and operational details so each party understands rights, duties, and remedies.

Scope of Services

Describe services in measurable terms: territories, products, deliverables, performance metrics, and any prohibited activities to reduce ambiguity and litigation risk.

Compensation

Specify commission rates, payment triggers, invoicing cycles, withholding, and responsibility for taxes or third-party fees to avoid disputes.

Exclusivity

State whether the intermediary has exclusive or nonexclusive rights in defined territories or customer segments and the term of exclusivity.

Term and Termination

Set fixed terms, renewal rules, notice periods, and termination for convenience or cause, including post-termination obligations like wind-down and payment.

Confidentiality

Protect trade secrets and customer data with clear definitions, permitted uses, duration, and return or destruction obligations.

Indemnity and Insurance

Allocate responsibility for third-party claims, require insurance limits and certificates, and set procedures for claim handling and defense.

Required Information to Collect and Verify

Party Names: Full legal entity names
Tax ID: EIN or SSN when required
Addresses: Street, city, state, ZIP
Scope Summary: Concise service description
Payment Terms: Rates, timing, method
Authorized Signer: Name and title of signer

How to Complete an Intermediary Services Agreement

Follow a consistent sequence to reduce errors and ensure the contract reflects the commercial deal and legal safeguards.

  • 01
    Draft or Select Template: Start with a tailored template covering scope, fees, and IP.
  • 02
    Confirm Parties: Use exact legal names and verify EINs or registration records.
  • 03
    Define Payment: Specify commission triggers, schedule, and reconciliation process.
  • 04
    Execute and Archive: Obtain signatures, preserve the final document, and distribute executed copies.

Configuring an Online Signing Workflow

Set up the digital workflow to match the agreement's execution order and evidence needs.

Upload Document Add the final contract PDF or DOCX for tagging.
Place Fields Add signature, initial, date, and text fields where required.
Signer Authentication Choose email, SMS code, or stronger methods as needed.
Template Use Save frequently used agreements as templates for reuse.
Notifications Enable reminders, access controls, and completion emails.

Where to Send and How Signed Copies Are Delivered

Document routing depends on internal approvals and external recipients; plan distribution before signing to capture all stakeholders.

  • Primary Recipients: Send to authorized signers and in-house counsel.
  • Copy Recipients: Include finance, compliance, and account managers as CC.
  • Delivery Method: Provide signed PDF and certificate of completion to each party.
  • Recordkeeping: Store executed files in secure document repository.

Digital Signing and Submission Considerations

Choose a signing platform that supports required authentication, audit trails, and secure storage for the agreement.

  • Authentication: Email, SMS, or stronger verification
  • Audit Trail: Timestamps, IP, action logs
  • File Formats: PDF and DOCX supported

Key Timing Items to Track

Establish calendar reminders for execution milestones, payment cycles, renewal windows, and post-termination obligations.

Effective Date:

Date contract rights and duties commence

Payment Due Dates:

Specify net terms and invoice schedule

Notice Periods:

Termination and cure notice timing

Renewal Window:

Automatic renewal notice and opt-out timing

Record Retention:

Retention deadlines per regulatory needs

Common Drafting and Execution Errors

  • Vague scope descriptions that permit differing interpretations and lead to disputes over what services were promised.
  • Undefined payment triggers or ambiguous commission calculations that cause delayed payments and reconciliation disputes.
  • Failure to name an authorized signer or to confirm corporate authority, producing challenges to enforceability against the entity.
  • Missing data-protection provisions or inadequate security requirements when intermediaries handle customer personal information.

Consequences of an Incomplete or Incorrect Agreement

Breach Liability: Damages and lost profits exposure
Indemnity Claims: Third-party claim responsibility
Regulatory Risk: Fines for noncompliance
Tax Withholding: Incorrect reporting risks
Termination Costs: Early exit fees and transition costs
Enforceability Issues: Invalid signatures or authority

E-signature Vendor Comparison for Agreement Execution

Select a vendor based on price, bulk-send needs, audit trail quality, and compliance requirements. signNow is listed first for direct comparison.

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 Yes Yes Yes Yes
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Plan limits vary Plan limits vary Plan limits vary

Real-world Examples of Electronic Execution

Organizations use eSignature to speed execution and preserve a clear audit trail for intermediary agreements.

Optica Ventures (COO)

Optica used electronic agreements to simplify partner onboarding and approvals.

  • The interface reduced manual follow-up and enabled remote closing.
  • 'The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.' — Brian Fitzgibbons, COO, Optica Ventures LLC.

Martin Properties (Founder)

A real estate operator moved intermediary agreements online to close deals while remote.

  • Execution and storage were centralized for compliance.
  • 'I can process and execute all of these documents online with 100% compliance and built-in security.' — Tim Martin, Founder, Martin Properties.

Frequently Asked Questions and Practical Answers

Answers to common questions about enforceability, notarization, signature authority, revocation, and secure storage for intermediary agreements.


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