Establishing secure connection…Loading editor…Preparing document…

Intermediation Services Contract

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

INTERMEDIATION SERVICES CONTRACT

This Intermediation Services Contract (the Agreement) is made as of by and between Intermediary Name: with principal place of business at (\"Intermediary\") and Client Name: with principal place of business at (\"Client\").

RECITALS

WHEREAS, Intermediary is engaged in the business of identifying potential counterparties, buyers, sellers, investors or other business opportunities and facilitating introductions and negotiations between such parties and the Client; and

WHEREAS, Client desires to retain Intermediary to provide intermediation services described in this Agreement for the purposes of pursuing certain business opportunities, and Intermediary is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, the parties intend that Intermediary will act as an independent contractor and not as an agent with authority to bind Client to any agreement, except as expressly set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 \"Services\" means the intermediation and facilitation activities described in Section 2 and any related advisory, introduction or negotiation assistance reasonably necessary to effect a Transaction.

1.2 \"Introduced Party\" means any third party introduced to Client by Intermediary during the Term with whom Client enters into, or negotiates in good faith toward, a Transaction.

1.3 \"Transaction\" means any sale, purchase, investment, joint venture, licensing or other commercial arrangement between Client and an Introduced Party that arises directly from an introduction by Intermediary.

2. SCOPE OF SERVICES

2.1 Intermediary shall use commercially reasonable efforts to identify and introduce potential Introduced Parties to Client and to facilitate initial communications and reasonable negotiations between Client and such Introduced Parties. Intermediary shall describe the nature of each potential opportunity in writing in a report delivered to Client upon each introduction.

2.2 The Services shall include:

3. OBLIGATIONS OF INTERMEDIARY

3.1 Intermediary shall perform the Services in a professional manner consistent with industry practices and shall promptly disclose to Client any actual or potential conflicts of interest that arise during the Term.

3.2 Intermediary shall not execute any contract or bind Client to any agreement on Client's behalf unless expressly authorized in writing by Client.

4. OBLIGATIONS OF CLIENT

4.1 Client shall cooperate with Intermediary, provide timely information reasonably requested, and negotiate in good faith with Introduced Parties. Client represents that it has the authority to engage Intermediary and perform its obligations under this Agreement.

5. FEES AND PAYMENT

5.1 As consideration for the Services, Client shall pay Intermediary a fee equal to % of the gross amount payable under each Transaction (\"Commission\"), calculated in accordance with this Section.

5.2 The Commission shall become due and payable within days after the earlier of (a) execution of the definitive agreement evidencing the Transaction, or (b) receipt by Client of payment under the Transaction.

5.3 All fees are exclusive of taxes and duties. Client shall reimburse Intermediary for pre-approved out-of-pocket expenses reasonably incurred in the performance of the Services upon presentation of receipts or other supporting documentation.

6. CONFIDENTIALITY

6.1 Each party shall keep confidential and not disclose to any third party any Confidential Information of the other party, except as required by law or as necessary to perform this Agreement. \"Confidential Information\" includes non-public business, financial and technical information disclosed in connection with the Services.

6.2 The confidentiality obligations shall survive termination of this Agreement for a period of years.

7. TERM AND TERMINATION

7.1 This Agreement shall commence on the date first above written and shall continue for an initial period of months (the Term), unless earlier terminated in accordance with this Section.

7.2 Either party may terminate this Agreement for convenience upon days' prior written notice. Termination shall not affect any obligation to pay Commission for Transactions consummated as a direct result of an introduction made prior to termination, provided such Transaction closes within days after termination.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement and that the execution and performance of this Agreement will not violate any applicable law or agreement to which it is a party.

9. INDEMNIFICATION

9.1 Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim to the extent resulting from the Indemnifying Party's breach of this Agreement, gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S FRAUD, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO INTERMEDIARY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. COMPLIANCE WITH LAWS; ANTI-BRIBERY

11.1 Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations hereunder, including anti-corruption and anti-bribery laws. Neither party shall make or authorize any payment or offer to any public official or other person to improperly influence any act or decision in connection with the Services or any Transaction.

12. NOTICES

12.1 All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses set forth above or to such other address as a party designates by notice in accordance with this Section.

13. DISPUTE RESOLUTION; GOVERNING LAW

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

13.2 Any dispute arising out of or in connection with this Agreement shall be resolved by binding arbitration administered in the jurisdiction identified above, or, at the election of the party seeking relief, by the courts located within such jurisdiction. The parties agree that injunctive relief may be sought in any court of competent jurisdiction to protect Confidential Information or preserve the status quo pending arbitration.

14. MISCELLANEOUS

14.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties.

14.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right. A waiver must be in writing to be effective.

14.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, negotiations and agreements, whether written or oral.

14.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

14.5 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

Intermediary Printed Name:

By:

Date:

Client Printed Name:

By:

Date:

Enter text✕
Prepare your document for signing right on this page
  • 01 Edit the text and complete the fields
  • 02 Click Sign Now and on the next screen add recipients and signature fields in SignNow
  • 03 Start your free trial to sign and send your doc
Sign Now

What the Intermediation Services Contract Covers

An Intermediation Services Contract defines a relationship in which an intermediary arranges transactions between two or more principals and is compensated for facilitating introductions, negotiations, or brokerage services. The agreement sets scope, commission or fee structure, duties, exclusivity, confidentiality, and dispute resolution. In the United States these contracts are governed by state commercial law and, for electronic execution, by ESIGN (15 U.S.C. §7001) and state UETA where adopted.

Why a Clear Intermediation Agreement Matters

A written Intermediation Services Contract reduces ambiguity about compensation, duties, and liabilities, protects confidential information, and creates evidence for enforcement or tax reporting. It also clarifies who has authority to negotiate and sign on behalf of each party.

Why a Clear Intermediation Agreement Matters

Who Typically Prepares and Signs This Contract

These agreements are used by intermediaries, clients, and compliance teams across sectors.

  • Brokers and intermediaries: Business entities or individuals arranging introductions, responsible for delivering services and tracking commissions.
  • Principals and clients: Buyers, sellers, or counterparties that receive introductions and must acknowledge payment obligations and scope.
  • Legal and compliance teams: Review licensing, disclosure, tax reporting, and industry-specific requirements before execution.

Choose signatories who have legal authority and maintain records for tax and regulatory purposes.

Essential Clauses to Include in the Contract

A professional Intermediation Services Contract should put core terms in clear clauses so rights, fees, timelines, and remedies are unambiguous and enforceable.

Parties

Full legal names, business type, and contact details for each party; designate who will act as intermediary and who are principals.

Scope of Services

A precise description of intermediary duties, deliverables, exclusions, geographic limits, and any exclusivity or non-compete restrictions.

Commission and Fees

Specify fee formula, timing of payments, conditions for entitlement, who pays taxes, and whether fees survive termination.

Term & Termination

Define effective date, duration, termination for cause or convenience, notice requirements, and post-termination obligations such as tail periods.

Confidentiality

Non-disclosure terms, permitted disclosures, duration of confidentiality, and carve-outs for legal or regulatory obligations.

Indemnity & Liability

Allocation of risk, caps on damages, indemnification triggers, and insurance requirements, including professional liability where appropriate.

Security and Compliance Elements to Document

Encryption: TLS 1.2/1.3 in transit, AES-256 at rest
Audit Trail: Timestamped logs, IP, and action history
HIPAA (if needed): BAA required for protected health information
ESIGN / UETA: Electronic-signature legality and consumer disclosures
Access Controls: Role-based access and multi-factor authentication
Retention Policy: Document retention per regulatory rules

Step-by-Step: Complete and Execute the Contract

Follow these sequential steps to prepare, approve, and finalize the Intermediation Services Contract.

  • 01
    Prepare the draft: Populate parties, scope, and fees with precise language.
  • 02
    Review and approve: Have legal and compliance confirm licensing and disclosures.
  • 03
    Obtain signatures: Use witnessed, notarized, or electronic signing as required.
  • 04
    Store and distribute: Provide signed copies to all parties and retain audit logs.

Configuring a Digital Workflow for the Contract

Map fields, authentication, and routing to reduce errors and ensure a compliant, auditable signing process.

Workflow field and configuration mapping Field | Configuration
Signer authentication method and strength Email link | SMS code | KBA option
Routing order and role assignments Sequential or parallel routing per signer role
Conditional fields and validations Enable conditional visibility and required checks
Notifications and reminders Customize email reminders and escalation rules

Typical Online Signing Flow

Digital execution follows a repeatable pattern; design each step for clarity and auditability.

  • Upload document: Add the contract PDF or Word file to the platform.
  • Place fields: Drop signature, date, and text fields where required.
  • Invite signers: Send secure links or email invites to designated signers.
  • Capture audit trail: Platform records timestamps, IP addresses, and signer actions.

Delivery Options and Technical Requirements

Choose distribution channels and file formats that meet signer accessibility and recordkeeping needs.

  • Supported integrations: Salesforce, NetSuite, Google Workspace
  • Document formats: PDF, DOCX, HTML
  • Authentication options: Email, SMS, KBA, SSO

eSignature Vendor Comparison for Intermediation Contracts

Compare common vendor pricing and compliance features relevant to executing Intermediation Services Contracts 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 credit card Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Key Risks and Legal Consequences to Note

Tax Reporting Errors: IRS penalties under IRC §6721
Missing Signatures: Risk of unenforceability or rejection
Disclosure Failures: Fines and rescission risk for required disclosures
Confidentiality Breach: Liability and injunctive relief exposure
Unclear Fee Terms: Disputes and inability to collect commission
Employment/I-9 Risk: Sanctions for improper classification

Common Preparation Mistakes to Avoid

  • Ambiguous commission formulas that omit timing or conditions often lead to disputes and costly arbitration or litigation.
  • Failing to verify intermediary licensing and registration can invalidate fees or expose parties to regulatory penalties.
  • Using inconsistent party names or missing authorized signer titles increases the chance of rejected payments or enforcement issues.
  • Neglecting retention, audit trail, or consumer disclosure requirements for electronic execution can undermine e-signature validity.

Time-Sensitive Dates and Reporting Deadlines

Track contractual timing, payment triggers, and government reporting deadlines to avoid penalties and maintain compliance.

Effective Date and Term:

Contract begins on the Effective Date entered on page one; term may be fixed or rolling.

Commission Payment Due:

Specify payment timing such as 'within 30 days of closing' or another clear trigger.

Termination Notice Period:

Provide required advance notice (for example, 30 or 60 days) for convenience termination.

1099-NEC Reporting:

Independent-contractor payments reported Jan 31 (Form 1099-NEC) if thresholds met

Document Retention Start:

Retention measured from execution date or last effective amendment.

Practical Tips for Accurate and Efficient Completion

Use precise language, standard formats, and automated workflows to reduce errors and speed execution.

Define triggers precisely
Spell out exactly what constitutes a qualifying introduction or closing, who confirms it, and how disputes over entitlement are resolved to avoid ambiguous interpretations and costly disagreements.
Include tax and reporting clauses
Require delivery of W-9s from payees, state whether withholding applies, and assign responsibility for issuing Forms 1099-NEC to reduce IRS penalty exposure.
Preserve evidence and audit trails
Use an eSignature solution that records timestamps, IP addresses, and signer actions, and retain logs for the period required by IRS, HIPAA, or other applicable rules.
Address authority to sign
Obtain corporate resolutions or power-of-attorney where entities sign, and include signer title and capacity to prevent challenges to validity.

Frequently Asked Questions About Intermediation Services Contracts

Answers to common execution, enforceability, and compliance questions for parties preparing or signing an Intermediation Services Contract.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users
Sign Now
Company
Forms
Pricing
Resources
Knowledge base
Other Products
© 2026 airSlate Inc. All rights reserved.