Can a Legal IM Agreement be e-signed?

Yes. Electronic signatures that meet the ESIGN Act (15 U.S.C. §7001) and applicable state UETA requirements are generally valid provided intent, consent, attribution, and retention are documented.

Are IM logs admissible in court?

IM logs can be admissible if preserved with metadata and an audit trail demonstrating authenticity and chain of custody; courts evaluate relevance and reliability on the facts of each case.

How should HIPAA be addressed?

If IM channels handle PHI, include a BAA, require encryption and access controls, and retain records for six years as required by 45 CFR §164.530(j).

When is notarization needed?

Notarization is rarely required for internal IM agreements; require notarization only if state law or a particular counterparty requires it for enforceability or recording.

How do I revoke or change the agreement?

Follow the amendment and notice procedures in the agreement. Provide written notice and, where required, obtain signatures to effect material changes to avoid disputes.

How long should records be kept?

Retain records for the greater of the business need or the applicable statutory period (for example, IRS rules under IRC §6501(a) or HIPAA six-year retention).

Electronic Signature
Templates
Legal
Legal IM Agreement

Legal IM Agreement

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LEGAL IM AGREEMENT

This Legal IM Agreement ("Agreement") is entered into as of Effective Date: by and between Party A: (entity type: Corporation LLC Individual ), with principal address: ; and Party B: (entity type: Corporation LLC Individual ), with principal address: .

RECITALS

WHEREAS, Party A and Party B each utilize instant messaging systems and wish to define the terms governing the use of instant messaging ("IM") to communicate business information between them; and

WHEREAS, the parties desire to ensure that IM communications are handled in a manner that protects confidential information, preserves records for legal and regulatory purposes, and allocates responsibility for security and compliance; and

WHEREAS, the parties intend for IM communications exchanged under this Agreement to be admissible and managed consistent with applicable law and the parties' document retention obligations.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Instant Messaging" or "IM" means synchronous and asynchronous text-based electronic communications between Users using designated IM platforms, including any file or image attachments transmitted therewith.

1.2 "Confidential Information" means non-public information disclosed by one party to the other by IM or otherwise, including trade secrets, business plans, client data, and any other information the disclosing party reasonably designates as confidential.

2. SCOPE OF COMMUNICATIONS

2.1 Authorized Use. Each party shall permit IM use only by Authorized Users and solely for purposes reasonably related to the parties' business relationship. Authorized Users for each party shall be listed and maintained in the Authorized Users section below.

Authorized Users (Party A) Authorized Users (Party B)

3. CONFIDENTIALITY

3.1 Duty of Confidentiality. Each party shall treat as Confidential Information all IM content that is marked confidential or that a reasonable person would understand to be confidential. The receiving party shall not disclose such information except as permitted by this Agreement or required by law.

3.2 Exceptions. Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) is rightfully received from a third party without breach of an obligation of confidentiality; or (c) is independently developed without reference to the disclosing party's Confidential Information.

4. RECORD RETENTION AND E-DISCOVERY

4.1 Retention Obligations. Each party shall retain IM records that relate to the parties' business relationship for a period of days unless a longer retention period is required by applicable law or by written agreement of the parties.

4.2 Preservation for Litigation. If either party reasonably anticipates litigation or government investigation, that party shall promptly issue a written preservation notice to the other party identifying the relevant custodians and time periods for preservation of IM records, which the receiving party shall honor.

5. SECURITY; ACCESS CONTROLS

5.1 Security Measures. Each party shall implement and maintain administrative, technical, and physical security measures reasonably designed to protect IM systems and data against unauthorized access, disclosure, alteration, or destruction.

5.2 Multi-Factor Authentication. Each party shall require multi-factor authentication for remote access to IM systems where available and shall promptly revoke access for terminated Authorized Users.

6. PERMITTED USE; PROHIBITED CONTENT

6.1 Permitted Use. IM may be used for routine business communications, status updates, scheduling, and other non-sensitive matters as agreed by the parties. Use for transmission of highly sensitive personal data or regulated data requires prior written consent.

6.2 Prohibited Content. IM shall not be used to transmit unlawful content, material that violates export controls, or content that would reasonably be expected to violate applicable privacy or data protection laws.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Each party retains all right, title, and interest in and to its pre-existing intellectual property. No license to a party's intellectual property is granted except as expressly set forth in this Agreement.

7.2 User-Created Content. Content created by an Authorized User in the ordinary course of performing obligations under the parties' underlying business relationship shall be owned by the party delineated in any separate written agreement between the parties; absent such agreement, ownership shall remain with the creator subject to a non-exclusive license to the other party solely for internal business purposes.

8. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations, and professional obligations applicable to IM transmissions, including privacy, data protection, and recordkeeping rules. Each party shall promptly notify the other if it becomes aware of a material violation relating to IM communications.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party (the "Indemnified Party") from and against any third-party claims arising from the Indemnifying Party's breach of this Agreement or its gross negligence or willful misconduct in connection with IM systems.

9.2 Limitation of Liability. Except for a party's indemnification obligations or liability resulting from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability shall be limited to direct damages up to the amount of documented losses reasonably foreseeable and causally related to the breach.

10. TERM; TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and remain in effect until terminated in accordance with Section 10.2.

10.2 Termination. Either party may terminate this Agreement upon thirty (30) days' written notice to the other party. Termination shall not relieve either party of obligations to preserve records or comply with retention and confidentiality obligations arising prior to termination.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as either party may designate by notice in accordance with this section. Notice may be delivered by hand, nationally recognized overnight courier, or email with delivery confirmation where agreed.

Notice Contact (Party A) Notice Contact (Party B)

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

12.2 Waiver. The failure of either party to enforce any right under this Agreement shall not constitute a waiver of such right unless made in a written instrument signed by the waiving party.

12.3 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.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles.

13.2 Entire Agreement. This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to IM communications and supersedes all prior or contemporaneous agreements, understandings and arrangements, oral or written.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect, and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' original intent.

MISCELLANEOUS

Permitted IM Platforms Additional Operational Terms

Party A Printed Name:

By:

Date:

Party B Printed Name:

By:

Date:

What a Legal IM Agreement covers

A Legal IM Agreement defines permitted use, confidentiality, retention, authentication, and disclosure rules for instant messaging communications used in business and legal workflows. It clarifies which messages are business records, sets retention and eDiscovery policies, assigns custodians, and describes permitted technical controls and incident procedures to preserve evidentiary value and regulatory compliance.

Why adopt a Legal IM Agreement

A clear agreement reduces litigation and compliance risk by establishing who may use IM for business, how messages are preserved and searched, and what authentication and access controls apply under ESIGN and UETA frameworks.

Who typically completes a Legal IM Agreement

Legal, compliance, and IT teams commonly draft or approve these agreements before enterprise IM platforms are used for business communications.

In-house legal teams and general counsel defining obligations and eDiscovery procedures.
Compliance and privacy officers enforcing retention, HIPAA, and regulatory controls.
IT and security teams specifying technical logging, access, and encryption requirements.

External counsel and human resources may review the agreement for contract language, retention obligations, and disciplinary policies.

Representative signers and reviewers

General Counsel

Responsible for legal terms, confidentiality scope, and eDiscovery triggers; typically approves governing law, dispute resolution, and custodian designations to align corporate litigation and regulatory posture.

IT Security Manager

Defines technical requirements: message retention formats, encryption standards, access controls, and integration points with archiving systems to ensure messages are preserved and defensible for audits and investigations.

Core elements to include in the agreement

A professional Legal IM Agreement combines clear definitions, permitted use rules, security and retention requirements, signature and amendment provisions, and procedures for legal holds and eDiscovery to make IM records defensible.

Scope

Define covered platforms, account types, and user populations so the agreement applies only to specified corporate IM services and excludes personal channels to limit ambiguity and unauthorized use.

Confidentiality

Spell out classification levels, prohibited disclosures, and third-party sharing rules so employees and contractors understand what messages contain confidential or privileged information.

Retention

Specify message retention format, retention period, archival location, and automated deletion schedules to meet regulatory and eDiscovery needs while controlling storage costs.

Authentication

Require signer or approver authentication methods, session logging, and audit trails to support attribution of messages consistent with ESIGN/UETA and internal evidence standards.

Audit Trail

Require capture of timestamps, IP addresses, user IDs, and message metadata and ensure retention of tamper-evident logs so message history is reproducible for investigations.

Amendments

Describe how the agreement may be updated, how notice is given, and whether changes require consent or may be applied prospectively only to avoid retroactive surprises.

Step-by-step: completing and executing the agreement

Follow a short, repeatable process to draft, approve, sign, and implement the Legal IM Agreement across systems and users.

01

Draft: Assemble parties, scope, retention, and security terms before review.
02

Review: Legal, compliance, and IT validate obligations and technical feasibility.
03

Execute: Collect authorized signatures and record execution dates with an audit trail.
04

Implement: Apply technical controls, notify users, and deploy retention settings.

Typical online workflow settings

Configure the digital workflow to enforce required fields, authentication, and archival behavior before sending for signature.

Field	Configuration
Required Fields	Full legal name \| Title \| Effective date
Authentication	Email link or SMS code \| Optional KBA for high risk
Retention Setting	Auto-archive to compliant storage \| Retention rules applied
Audit Capture	Enable IP, timestamp, and action logging

Where to send or file the completed agreement

After execution route the signed agreement to legal, IT, and the records custodian; ensure copies are in the enterprise archive and available for eDiscovery.

Legal Files: Store an executed copy in the corporate contract repository for counsel access.
IT Archive: Place technical retention settings and archival outputs in the secure message archive.
Records Custodian: Record custodian assignment to manage holds and discovery responses.
User Notification: Distribute a copy to impacted employees and update acceptable-use policies.

Technical and platform considerations

Verify that chosen IM platforms and archival tools support required logging, export formats, and integrations before finalizing terms.

Integrations: Salesforce and NetSuite compatibility
Export Formats: PDF, DOCX, or native JSON exports
Authentication: SAML/SSO and MFA support

Typical eSignature vendor pricing and capabilities

Compare basic pricing and key capabilities relevant to executing a Legal IM Agreement; signNow is listed first for direct comparison with common vendors.

	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	Depends on plan	Depends on plan	Depends on plan

Key deadlines and response expectations

Set clear timing for signature collection, notice, hold implementation, and audit readiness so parties know their responsibilities and deadlines.

Signature Collection Window:

Specify a deadline for signers to complete execution.

Notice of Policy Changes:

State how much advance notice is required for updates.

Legal Hold Response:

Define how quickly custodians must preserve records upon notice.

Audit Preparation:

Allow time to gather exports and audit logs for reviews.

Retention Review:

Schedule periodic reviews to verify retention rules remain appropriate.

Key milestones from draft to retention

Use a milestone view to track the agreement lifecycle from drafting through archival and potential legal hold implementation.

01

Draft Complete

Terms finalized and prepared for internal review.

02

Approval

Legal and IT approve text and technical feasibility.

03

Execution

All authorized parties sign and date the agreement.

04

Archival

Signed copy and message logs moved to long-term archive.

Common preparation pitfalls to avoid

Vague scope language that fails to identify which IM platforms are covered, leading to disputes about which messages are preserved.
Undefined retention or deletion schedules that create conflicting obligations for staff and increase spoliation risk during discovery.
Insufficient signer authentication and missing audit logs that weaken attribution and admissibility of IM records in litigation.
Failure to align technical capabilities with contract terms, leaving promises unenforceable and compliance gaps unaddressed.

Security and compliance checklist

Encryption: TLS 1.2/1.3 in transit, AES-256 at rest

Audit Trail: Timestamps, IPs, and action logs retained

HIPAA BAA: BAA required for PHI handling

Access Controls: Role-based access and MFA

Retention Logs: Immutable archival records

Compliance Certs: SOC 2 Type II and ISO 27001

Consequences of incorrect or missing provisions

eDiscovery Spoliation: Court sanctions possible

HIPAA Fines: Civil penalties and audits

Contract Disputes: Enforceability challenges

Regulatory Penalties: Agency fines or orders

Operational Risk: Loss of evidence or business continuity

Tax/Record Risk: Failure to meet audit standards

Practical tips for accurate completion

Apply consistent drafting and implementation practices to make the agreement enforceable and operationally effective across people and systems.

Use exact legal names

Enter full legal entity names and authorized signer titles. Confirm spelling and corporate suffixes to avoid ambiguity and ensure alignment with contract and formation records.

Specify retention format and custodian

Indicate file formats for archives, the designated custodian for preservation, and procedures for producing records during discovery to reduce delays and disputes.

Align technical controls

Validate the vendor can export metadata, preserve tamper-evident logs, and implement auto-retention or deletion policies required by the agreement before finalizing terms.

Document amendment process

Require written notice and approval for material changes, and state whether amendments apply prospectively only so parties understand how updates affect past messages.

Real-world examples

The following examples illustrate how organizations used a Legal IM Agreement to address compliance and operational needs.

Optica Ventures

Optica standardized IM policies across distributed deal teams to preserve evidence and clarify responsibilities.

Their teams exported logs for due diligence during M&A.
The agreement reduced dispute over message admissibility by setting retention, custodian, and export rules tied to their contract repository.

Martin Properties

A regional real estate firm adopted an IM agreement to protect transactional communications and vendor instructions.

They incorporated retention and disclosure clauses specific to property deals.
The documented process improved audit readiness and ensured consistent handling of messages across agents and property managers.

How this agreement differs from a standard confidentiality agreement

Compare features to understand when a dedicated Legal IM Agreement is preferable to a generic confidentiality clause in a contract.

Criteria	Legal IM Agreement	Standard Confidentiality Agreement
Scope	platform-specific	broad

Frequently asked questions

Answers to common questions about execution, enforceability, e-signing, and retention of Legal IM Agreements.

Need help? Contact support

Can a Legal IM Agreement be e-signed?
Yes. Electronic signatures that meet the ESIGN Act (15 U.S.C. §7001) and applicable state UETA requirements are generally valid provided intent, consent, attribution, and retention are documented.
Are IM logs admissible in court?
IM logs can be admissible if preserved with metadata and an audit trail demonstrating authenticity and chain of custody; courts evaluate relevance and reliability on the facts of each case.
How should HIPAA be addressed?
If IM channels handle PHI, include a BAA, require encryption and access controls, and retain records for six years as required by 45 CFR §164.530(j).
When is notarization needed?
Notarization is rarely required for internal IM agreements; require notarization only if state law or a particular counterparty requires it for enforceability or recording.
How do I revoke or change the agreement?
Follow the amendment and notice procedures in the agreement. Provide written notice and, where required, obtain signatures to effect material changes to avoid disputes.
How long should records be kept?
Retain records for the greater of the business need or the applicable statutory period (for example, IRS rules under IRC §6501(a) or HIPAA six-year retention).

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