Is an electronic signature valid on this exhibit?

Yes. Electronic signatures are generally valid under the ESIGN Act and state e-signature laws (UETA) when intent, consent, attribution, and record retention are present. Confirm any industry or jurisdictional exceptions before relying on electronic execution.

When is notarization or a witness required?

Notarization or witness requirements depend on the exhibit's legal effect and state law. If the exhibit functions like a power-of-attorney or will-affecting instrument, many states require notarization or witnesses. Check the receiving jurisdiction for specific rules.

How do I correct a signed exhibit with an error?

Minor clerical errors should be corrected by executing an amendment or corrected exhibit signed by the same parties. Do not alter an executed original without a clear amendment process, as changes can raise authenticity concerns.

How can the delegation be revoked?

Revocation should be documented in writing and delivered to the delegatee and relevant third parties. Specify revocation procedures in the exhibit and retain proof of notice; follow any corporate governance requirements for effective revocation.

Who should retain the executed exhibit?

The legal department or contract repository should retain the original executed exhibit, with copies to finance, the delegatee, and the counterparty. Maintain an immutable electronic copy with an audit trail for compliance and dispute resolution.

What authentication level is recommended?

Use authentication proportional to risk: email or SMS for low-risk delegations, and stronger methods (multi-factor, KBA, or advanced signer authentication) for high-value or high-impact authority transfers.

Electronic Signature
Templates
Legal
Legal Delegation Exhibit

Legal Delegation Exhibit

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LEGAL DELEGATION EXHIBIT

This Legal Delegation Exhibit (this Exhibit) is made as of Effective Date: by and between Delegating Party Name: , a business entity of type Corporation LLC Partnership (Delegating Party), and Delegatee Party Name: , a business entity of type Corporation LLC Individual.

RECITALS

WHEREAS, Delegating Party possesses certain authorities, powers, and responsibilities under or related to the agreement identified as Agreement Name: , dated (the Agreement); and

WHEREAS, Delegating Party desires to delegate, and Delegatee desires to accept, certain specified authority to act on behalf of Delegating Party subject to the terms, limitations and conditions set forth in this Exhibit; and

WHEREAS, the parties intend that actions taken by Delegatee within the scope of delegated authority be binding on Delegating Party as provided herein.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Delegated Authority" means the specific powers and duties described in Section 2 of this Exhibit that Delegating Party transfers to Delegatee. Terms defined in the Agreement have the same meaning when used in this Exhibit unless otherwise defined herein.

2. DELEGATION OF AUTHORITY

2.1 Delegating Party hereby delegates to Delegatee, and Delegatee accepts, the authority to perform the acts and make decisions specifically set forth below, subject to the limitations and conditions of this Exhibit.

Specific Authorities Delegated (select applicable items and describe scope)

Execute and deliver contracts on behalf of Delegating Party
Authorize payments and disbursements up to specified limit
Hire or terminate personnel as necessary to fulfill delegated duties
Manage designated assets and accounts
Access and use confidential information to the extent necessary

Detailed Description of Delegated Duties Monetary Authorization Limit (if applicable)

3. SCOPE AND LIMITATIONS

3.1 Scope. The Delegated Authority is limited to actions that are necessary and reasonably incidental to perform the duties set forth in Section 2, and only to the extent expressly authorized in this Exhibit.

3.2 Limitations. Delegatee shall not (a) amend or terminate the Agreement except as expressly authorized in writing; (b) incur indebtedness on behalf of Delegating Party beyond the monetary limit set herein; (c) make admissions of liability or waive material rights without prior written consent of Delegating Party.

4. TERM; TERMINATION; REVOCATION

4.1 Term. This Exhibit commences on the Effective Date and continues until Termination Date: , unless earlier terminated pursuant to this Section.

4.2 Termination for Cause. Delegating Party may terminate this Exhibit immediately for material breach by Delegatee that is not cured within ten (10) days after written notice.

4.3 Revocation. Delegating Party may at any time revoke all or any portion of the Delegated Authority by providing written notice to Delegatee in accordance with the Notices provision herein. Revocation shall be effective upon actual receipt by Delegatee or five (5) business days after mailing to the address specified in the Notices section, whichever occurs first.

5. STANDARDS OF PERFORMANCE; DUTIES

5.1 Fiduciary and Contractual Duties. Delegatee shall perform delegated duties in good faith, with reasonable care, in accordance with applicable law and any standards set forth in the Agreement, and in the best interest of Delegating Party.

5.2 No Reliance by Third Parties. Delegatee shall not represent that any third party may rely on actions taken hereunder beyond the actual Delegated Authority granted in this Exhibit.

6. REPORTING; RECORDS; AUDIT

Reporting Frequency Records to be Maintained

Delegating Party retains the right to inspect and audit Delegatee's records related to the Delegated Authority during regular business hours upon reasonable notice.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate power and authority to enter into and perform its obligations under this Exhibit, and that execution and delivery of this Exhibit has been duly authorized by all necessary action.

8. INDEMNIFICATION

Delegatee shall indemnify, hold harmless and defend Delegating Party from and against any losses, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Delegatee's willful misconduct, gross negligence, or breach of this Exhibit.

9. CONFIDENTIALITY

Delegatee shall maintain in strict confidence all nonpublic information obtained from Delegating Party in connection with the Delegated Authority and shall use such information solely for purposes of fulfilling the delegated duties, except as required by law.

10. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the parties at the addresses set forth below or to such other address as a party designates by written notice to the other party.

Delegating Party Notice Address Delegatee Notice Address

11. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Exhibit shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

12. COUNTERPARTS

This Exhibit 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.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Exhibit, together with the Agreement, constitutes the entire understanding between the parties with respect to the Delegated Authority and supersedes all prior discussions, agreements, or understandings.

14.2 Severability. If any provision of this Exhibit is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

15. MISCELLANEOUS

The parties agree to cooperate in good faith to effectuate the purposes of this Exhibit and to execute any further documents necessary to carry out the terms hereof.

Delegating Party - Printed Name:

By:

Date:

Delegatee Party - Printed Name:

By:

Date:

What the Legal Delegation Exhibit Is and When it’s Used

A Legal Delegation Exhibit is a contract exhibit that documents the transfer or allocation of specified legal or transactional authority from one party to another. It appears as an attachment to a master agreement, corporate resolution, settlement document, or procurement contract and sets out who may sign, approve, bind, or otherwise act on behalf of a party for defined matters. Typical uses include delegated signing authority, claims handling, contract administration, and limited litigation authority. The exhibit clarifies scope, monetary or subject-matter limits, reporting requirements, and the effective date and duration of the delegation.

Why a Clear Delegation Exhibit Matters

A properly drafted Legal Delegation Exhibit reduces ambiguity about who may act, limits unauthorized commitments, and creates a record suitable for internal controls and third-party reliance. It supports governance, auditability, and downstream compliance.

Who Typically Prepares and Signs the Exhibit

Different teams prepare, review, and rely on a delegation exhibit depending on organizational structure and transaction type.

Corporate legal and general counsel teams drafting delegation language and ensuring legal sufficiency.
Procurement or contracts teams using the exhibit to delegate routine approvals to managers or agents.
Senior executives and authorized signatories who receive delegated authority for specific transactions.

Combine legal review with control checks and a documented signature process so internal and external parties can rely on the delegated authority without frequent escalation.

Principal Signers and Their Typical Roles

Authorized Signatory

A named company officer or manager permitted to sign contracts or approve transactions within defined limits. The exhibit should state the signatory's title, scope of authority, monetary caps, and any reporting requirements to central legal or finance teams.

Delegating Officer

The corporate officer or body (board, general counsel, CEO) that grants authority. The exhibit should state the delegator's basis to delegate, any conditions for revocation, and the effective date and signature for the delegation itself.

Core Sections to Include in a Professional Exhibit

A concise exhibit organizes the delegation into clearly labeled sections so readers can find limits, authority, and termination terms without parsing the primary agreement.

Delegation Scope

Describe actions authorized (e.g., sign contracts up to $X, execute settlements, approve invoices) and identify prohibited actions or reserved matters for senior approval.

Parties and Roles

List the delegator and delegatee by full legal name, business address, and corporate title; include signatory names and any required entity authorizations.

Monetary Limits

State exact dollar caps, cumulative or per-transaction limits, and whether the limit is net or gross of taxes and fees.

Duration and Effective Date

Specify the start date (MM/DD/YYYY), termination date, and whether the delegation survives for wind-down actions after expiration.

Reporting and Recordkeeping

Require periodic reports to legal/finance and retention of executed instruments and supporting documents for audit.

Authentication and Signatures

Define permitted signature methods (wet, electronic, notarized) and any required signer authentication or witness/notary steps.

Essential Information to Record in the Exhibit

Legal Names: Full legal entity names

Contact Details: Street address and contact person

Effective Date: MM/DD/YYYY format

Authority Limits: Monetary or subject limits

Signature Blocks: Printed name, title, date

Notary or Witness: Notary block or witness lines

Step-by-Step: Completing the Legal Delegation Exhibit

Follow these steps in order to draft, approve, and record a delegation that will be enforceable and auditable.

01

Draft the Exhibit: Define scope, limits, and duration in clear terms.
02

Obtain Internal Approvals: Secure board or officer approval if corporate governance requires it.
03

Authenticate Signatures: Use required sign method (electronic or wet) and any witness/notary steps.
04

Distribute and Store: Provide executed copies to stakeholders and retain with the agreement record.

How to Configure an Online Exhibit Workflow

When using an eSignature platform, configure authentication, fields, and retention to match legal and audit requirements.

Field	Configuration
Signature Type	Electronic signature (image or cryptographic)
Authentication	Email link, SMS code, or advanced auth
Expiration	Set link expiry (days/hours)
Notifications	Auto-email on completion and reminders

Digital Signing, Formats, and Integration Considerations

Choose a platform that supports required file formats, signer authentication, and integrations with your document systems.

File Types: PDF and DOCX supported
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: Email, SMS, or KBA options

Ensure the chosen platform provides a verifiable audit trail, secure storage, and any industry-specific controls (for example, a HIPAA-compliant workflow or BAA if handling protected health information).

Where to Send or File the Executed Exhibit

Know the intended recipients and any filing destinations before signing so executed copies are routed correctly and records are complete.

Primary Contract File: Attach executed exhibit to the master agreement repository.
Legal Department: Send a signed copy for corporate records and audit.
Counterparty: Provide the delegatee and counterparty an executed copy.
Third-Party Filings: File with registrar or regulatory body if required.

Typical Deadlines and Internal Timing Expectations

Some exhibits require quick execution or periodic reauthorization; set internal deadlines to avoid lapses in delegated authority.

Signatures Required Within:

Complete execution within 30 days of approval to avoid stale delegation.

Internal Review Window:

Legal should review drafts within 5 business days.

Notarization Timing:

If required, notarize at signing or within jurisdictional timeframes.

Periodic Reauthorization:

Reconfirm authority annually or as corporate policy requires.

Record Retention Start:

Retention begins on the effective date of the delegation.

Common Risks and Legal Consequences of Errors

Invalid Delegation: Risk that third parties will not rely on improperly executed authority

Unauthorized Commitments: Delegatee may exceed limits causing contractual breaches

Regulatory Exposure: Noncompliance may trigger fines or administrative penalties

Litigation Risk: Disputes over authority can result in costly litigation

Tax Reporting Errors: Incorrect names or signatures can trigger reporting problems

Recordkeeping Failures: Missing records can invalidate actions during audits

Practical Tips for Accurate and Efficient Completion

Use clear drafting, consistent naming, and an auditable signing process to reduce downstream disputes and administrative burden.

Use Precise, Measurable Language

Define authority in concrete terms — include exact monetary caps, transaction types, and any required approvals; avoid open-ended phrasing that invites interpretation or abuse.

Document the Delegation Basis

Record the corporate resolution or board approval that authorizes the delegator to delegate; attach minutes or an approval reference to the exhibit for future reliance and audit.

Preserve a Verifiable Audit Trail

Capture signer identity, timestamp, IP, and method of signature for each party; keep an immutable copy of the final, executed exhibit with metadata for compliance.

Coordinate Authentication and Notarization

If the exhibit requires notarization or witnesses, schedule signing with the necessary parties present or use an approved RON workflow that meets state requirements.

Two Practical Use Cases for a Delegation Exhibit

These example scenarios illustrate how organizations use a Legal Delegation Exhibit to streamline routine decisions while preserving legal control.

Case Study 1

A regional property manager needed authority to sign lease amendments for minor repairs under $10,000.

The exhibit limited authority to specific property managers and required monthly reporting.
The company attached the exhibit to the master lease form and used an electronic signature workflow to obtain timely approvals and maintain an audit trail for title and accounting review.

Case Study 2

A finance department delegated invoice approval to department heads for purchases up to $5,000.

Delegation required dual-approval above $2,500 and digital record retention.
The exhibit specified authentication, an annual reauthorization date, and integration with the ERP so approvals flowed directly into the accounts-payable system.

eSignature Vendor Comparison for Executing a Legal Delegation Exhibit

Basic vendor capabilities and starting prices for common eSignature providers; choose a vendor that meets your authentication and compliance needs.

	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	Yes	Yes	Yes	Yes
Bulk Send	Yes	Yes	Yes	Yes	Yes
Audit Trail	Yes	Yes	Yes	Yes	Yes
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions

Answers to common questions about validity, signing methods, and correcting or revoking a Legal Delegation Exhibit.

Need help? Contact support

Is an electronic signature valid on this exhibit?
Yes. Electronic signatures are generally valid under the ESIGN Act and state e-signature laws (UETA) when intent, consent, attribution, and record retention are present. Confirm any industry or jurisdictional exceptions before relying on electronic execution.
When is notarization or a witness required?
Notarization or witness requirements depend on the exhibit's legal effect and state law. If the exhibit functions like a power-of-attorney or will-affecting instrument, many states require notarization or witnesses. Check the receiving jurisdiction for specific rules.
How do I correct a signed exhibit with an error?
Minor clerical errors should be corrected by executing an amendment or corrected exhibit signed by the same parties. Do not alter an executed original without a clear amendment process, as changes can raise authenticity concerns.
How can the delegation be revoked?
Revocation should be documented in writing and delivered to the delegatee and relevant third parties. Specify revocation procedures in the exhibit and retain proof of notice; follow any corporate governance requirements for effective revocation.
Who should retain the executed exhibit?
The legal department or contract repository should retain the original executed exhibit, with copies to finance, the delegatee, and the counterparty. Maintain an immutable electronic copy with an audit trail for compliance and dispute resolution.
What authentication level is recommended?
Use authentication proportional to risk: email or SMS for low-risk delegations, and stronger methods (multi-factor, KBA, or advanced signer authentication) for high-value or high-impact authority transfers.

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