Is an e-signed intent agreement valid?

Yes if the signature demonstrates intent, parties consent to electronic records, the signature is attributable, and the record can be retained and reproduced. These elements reflect the ESIGN Act test (15 U.S.C. §7001).

When is a consumer disclosure required?

Consumer-facing records that replace paper copies require a clear disclosure and consent procedure per 15 U.S.C. §7001(c); ensure the signer can access the electronic format and can withdraw consent.

Do I need a notary or witnesses?

Not typically required for a basic intent agreement, but some states or transaction types (real estate, power of attorney) require notarization or witnesses; verify the notary rules in the relevant state.

What happens if names or dates are wrong?

Minor clerical errors can be corrected with a signed amendment; substantial mismatches may create enforceability disputes and require corrective documents or re-execution.

Can I use a simple typed signature?

Yes. ESIGN/UETA accept a range of electronic signature methods; choose stronger authentication where identity is contested or regulatory requirements exist.

How long must I keep the signed agreement?

Retain the executed record for the active term plus applicable retention periods: IRS records generally three years (IRC §6501(a)), HIPAA six years (45 CFR §164.530(j)); confirm state-specific requirements.

Electronic Signature
Templates
Legal
Legal Intention Agreement

Legal Intention Agreement

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

LEGAL INTENTION AGREEMENT

This Legal Intention Agreement (the Agreement) is made effective as of by and between Party A Name: , an entity type: Corporation LLC Individual, organized under the laws of , with principal place of business at ; and Party B Name: , an entity type: Corporation LLC Individual, organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, Party A and Party B desire to discuss and negotiate the potential terms of a proposed transaction described as: (the Transaction); and

WHEREAS, the parties intend to set forth certain mutual understandings and procedures to govern their discussions, due diligence and negotiation of definitive agreements relating to the Transaction;

WHEREAS, the parties acknowledge that certain provisions of this Agreement are intended to be binding while others are non-binding as expressly stated herein.

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:

1. PURPOSE

The purpose of this Agreement is to establish a framework for negotiation of the Transaction, to allocate certain responsibilities during the negotiation period, and to identify which provisions are intended to be legally binding. The parties intend to negotiate in good faith toward execution of a definitive written agreement incorporating terms substantially consistent with the Transaction description above.

2. DEFINITIONS

For purposes of this Agreement, "Confidential Information" shall mean all non-public information disclosed by one party to the other, whether in written, electronic, or oral form, that is designated as confidential or that by its nature ought reasonably to be treated as confidential.

3. NATURE OF AGREEMENT; BINDING PROVISIONS

Except as expressly provided in Section 4 (Confidentiality), Section 8 (Expenses), Section 11 (Governing Law) and Section 12 (Entire Agreement), this Agreement is intended solely as a statement of present intentions of the parties and does not create any binding obligation to consummate the Transaction. The parties acknowledge and agree that the following provisions are intended to be legally binding: confidentiality, allocation of negotiation expenses as set forth below, and the choice of governing law and dispute resolution provisions.

4. CONFIDENTIALITY

4.1 Each party shall keep Confidential Information strictly confidential and shall not disclose it to any third party except to its employees, agents, legal counsel and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Each party shall use Confidential Information solely for the purpose of evaluating and negotiating the Transaction.

4.2 Confidential Information shall not include information that: (a) is or becomes publicly known other than through a breach of this Agreement; (b) was already known by the receiving party without an obligation of confidentiality; (c) is lawfully obtained from a third party without breach of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

4.3 Upon termination of negotiations or upon written request by the disclosing party, the receiving party shall return or destroy Confidential Information and certify in writing the disposition of such materials.

5. GOOD FAITH NEGOTIATION

The parties agree to negotiate in good faith and use commercially reasonable efforts to reach a definitive agreement within days of the Effective Date. Each party shall promptly provide requested information reasonably necessary for the other party to evaluate the Transaction.

6. EXCLUSIVITY

The parties hereby agree that the negotiation shall be exclusive for a period of days from the Effective Date, unless earlier terminated by written notice. If the exclusivity checkbox is not selected, negotiations may proceed concurrently with other proposals subject to the parties' confidentiality obligations.

7. DUE DILIGENCE

Each party shall provide reasonable access to personnel, facilities and records requested by the other party for purposes of due diligence. Such access shall be subject to reasonable scheduling and the parties' confidentiality obligations. Due diligence review shall be completed within days unless extended by mutual written agreement.

8. EXPENSES

Each party shall bear its own costs and expenses incurred in connection with the negotiation and preparation of definitive documents, unless otherwise agreed in writing. Any third-party fees agreed to be reimbursed shall be paid in accordance with the terms of a separate written agreement.

9. TERMINATION

This Agreement shall terminate upon the earliest of: (a) execution of a definitive agreement by the parties; (b) mutual written agreement of the parties to terminate; or (c) expiration of the negotiation period provided in Section 5, subject to any agreed extensions. Termination shall not relieve the parties of obligations expressly stated to survive termination, including confidentiality obligations.

10. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Each party undertakes to notify the other promptly of any facts or circumstances that would reasonably be expected to impair its ability to proceed with good faith negotiations.

11. NOTICES

All notices, requests, consents and other communications under this Agreement must be in writing and delivered to the parties at the addresses set forth below or to such other address as a party may designate by written notice.

Party A Notice Contact Party A Notice Address Party B Notice Contact Party B Notice Address

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall first be addressed through good faith negotiation, and if unresolved, through non-binding mediation. If mediation fails, either party may pursue any remedy available at law or in equity.

13. ENTIRE AGREEMENT

This Agreement 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, with respect to such subject matter, except as to obligations expressly stated to be binding.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the parties' intent.

15. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and facsimile or electronically transmitted signatures shall be acceptable for all purposes.

16. SURVIVAL

The obligations of confidentiality, governing law, and any other provisions stated to survive termination shall continue in accordance with their terms notwithstanding termination of this Agreement.

Additional Terms or Notes

Party A:

By:

Date:

Party B:

By:

Date:

What a Legal Intention Agreement Is and When it’s Used

A Legal Intention Agreement is a short written statement where parties record a mutual intent to enter a future contract or to confirm binding intent for a limited matter. It typically clarifies the parties, scope of intent, effective date, and any interim obligations (for example, exclusivity, confidentiality, or preliminary payments). In the United States such documents are reviewed under general contract law; electronic execution follows the ESIGN Act (15 U.S.C. ch. 96) and state UETA frameworks where applicable to establish the same enforceability as a handwritten agreement.

Why a Legal Intention Agreement Matters

A clear statement of intent reduces ambiguity before final contract terms are negotiated, preserves bargaining positions, and documents interim obligations. It helps avoid disputes about who agreed to what and when.

Who Typically Prepares and Signs a Legal Intention Agreement

Organizations and individuals use these agreements when parties need a clear, short-form record of intent ahead of a full contract.

Early-stage buyers and sellers — Use to confirm exclusive negotiation periods or deposit terms before final purchase agreements are drafted.
Service providers and clients — Use to record preliminary scope, payment milestones, or confidentiality obligations prior to full service contracts.
Investors and founders — Use to document non-binding or binding intent around term sheets, founder commitments, or preliminary funding steps.

Use this section to identify the appropriate preparer and the correct signers for your situation before executing.

Essential Parts of a Professional Legal Intention Agreement

A well-drafted document is concise but complete: identify parties, state the precise intent, specify duration and conditions, describe any consideration, and include clear signature blocks and governing law.

Parties

Full legal names and entity types for each party; include business registration or EIN when relevant to ensure identity and attribution.

Recitals

Brief factual background explaining why parties enter this record of intent and what preliminary steps led to it, to reduce future ambiguity.

Statement of Intent

A clear, unambiguous clause stating whether the document is binding or non-binding and which obligations, if any, are immediately effective.

Consideration

If applicable, describe money, services, or mutual promises that support enforceability; avoid vague phrases like 'reasonable efforts' unless defined.

Duration and Conditions

Specify effective date, expiration, termination rights, and conditions that convert intent into a binding agreement or cause the record to lapse.

Signature Block

Individual or authorized officer name, title, date, and space for signature; note whether electronic signatures are permitted under ESIGN/UETA.

Step-by-Step: Complete and Execute a Legal Intention Agreement

Follow these steps to prepare, review, and sign the agreement so it clearly captures intent and supports enforceability.

01

Draft the document: Populate parties, purpose, and key terms; keep language direct.
02

Confirm authority: Verify signers have corporate or individual authority to bind their party.
03

Decide execution method: Choose electronic signing, in-person signing, or notarization as required.
04

Distribute executed copies: Provide all parties with final signed PDFs and preserve audit records.

Configuring an Online Signing Workflow

Design an execution flow that controls signer order, authentication, and retention for the Legal Intention Agreement.

Field	Configuration
Signing Order	Sequential or parallel as required by negotiation dynamics
Authentication	Email link, SMS code, or stronger ID verification
Conditional Fields	Show or hide clauses based on selected binding/non-binding option
Retention Settings	Enable automatic audit trail and PDF archival on completion

Digital Signing and File Format Considerations

Ensure the platform captures an audit trail (timestamps, IPs, actions) and retains signed PDFs that reproduce the record on demand for compliance and dispute response.

File Formats: PDF, DOCX, and HTML supported for upload and signed export
Integrations: Connectors for CRM, cloud storage, and ERP systems (Salesforce, NetSuite, Google Workspace)
Authentication: Email, SMS OTP, KBA, or advanced signer verification

Where to Send and File the Agreement After Execution

After signature, route copies to legal, contract owners, and any regulated record systems; store a locked archival copy for retention.

Primary Recipient: Legal counsel or contract owner receives the executed original.
Secondary Copies: Share to finance, project leads, or stakeholders as applicable.
Archival Storage: Store a signed PDF with audit trail in secure records system.
Notary Registry: If notarized, retain notary journal entry or RON session record.

Timelines, Deadlines, and Typical Processing Expectations

Set explicit dates within the document to prevent ambiguity about when intent expires, when obligations begin, and how long preliminary duties remain in force.

Effective Date:

Date when stated obligations begin; use MM/DD/YYYY.

Expiration Date:

Specify if intent lapses after a set term or on a triggering event.

Signing Deadline:

Set a firm date for execution to avoid open-ended obligations.

Delivery Time:

Clarify how and when signed copies must be delivered to parties.

Processing Expectation:

Allow reasonable time for review, typically 2–7 business days.

Common Mistakes to Avoid When Preparing the Agreement

Using vague intent language that mixes binding and non-binding obligations, which courts may interpret against the drafter and create litigation risk.
Failing to identify the authorized signatory or to attach proof of authority for an entity, leading to signature challenges and enforceability questions.
Omitting key dates or deadlines so parties disagree when obligations begin or expire, which can nullify interim protections like exclusivity.
Relying on informal email confirmations instead of a signed record, which weakens attribution and retention evidence under ESIGN/UETA.

Risks and Consequences of an Incorrect Legal Intention Agreement

Unenforceability: Court may find agreement non-binding

Name Mismatch: Identity disputes or TIN problems

Missing Signature: Document invalid as executed

Wrong Dates: Statute of limitations or performance confusion

Notarization Errors: Affects notarized acknowledgements or record authenticity

Data Privacy: HIPAA breach risk if health data included

Real-World Examples of Legal Intention Agreements in Use

Examples show how organizations record preliminary commitments to avoid ambiguity and preserve options during negotiation.

Martin Properties

The company used a short intent agreement to confirm deposit and closing timeline ahead of a lease signing.

Streamlined landlord-tenant pre-closing steps.
"I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently."

Xerox (NetSuite)

Xerox used a recorded intent to coordinate contract data between finance and operations before finalizing integration work.

Avoided payment disputes during transition.
The organization emphasized integration with NetSuite to ensure signature data flowed into billing and contract management systems for audit readiness.

eSignature Pricing and Capabilities for Executing Legal Intention Agreements

Compare common vendor pricing and capabilities relevant to executing and storing Legal Intention Agreements; signNow appears first as a reference point for features and pricing.

	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 and Troubleshooting

Answers to common questions about enforceability, electronic execution, notarization, and record retention for Legal Intention Agreements.

Need help? Contact support

Is an e-signed intent agreement valid?
Yes if the signature demonstrates intent, parties consent to electronic records, the signature is attributable, and the record can be retained and reproduced. These elements reflect the ESIGN Act test (15 U.S.C. §7001).
When is a consumer disclosure required?
Consumer-facing records that replace paper copies require a clear disclosure and consent procedure per 15 U.S.C. §7001(c); ensure the signer can access the electronic format and can withdraw consent.
Do I need a notary or witnesses?
Not typically required for a basic intent agreement, but some states or transaction types (real estate, power of attorney) require notarization or witnesses; verify the notary rules in the relevant state.
What happens if names or dates are wrong?
Minor clerical errors can be corrected with a signed amendment; substantial mismatches may create enforceability disputes and require corrective documents or re-execution.
Can I use a simple typed signature?
Yes. ESIGN/UETA accept a range of electronic signature methods; choose stronger authentication where identity is contested or regulatory requirements exist.
How long must I keep the signed agreement?
Retain the executed record for the active term plus applicable retention periods: IRS records generally three years (IRC §6501(a)), HIPAA six years (45 CFR §164.530(j)); confirm state-specific requirements.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now