Is a non-fiduciary clause enforceable?

Yes if written clearly and supported by consideration and mutual assent; electronic execution is valid under the ESIGN Act (15 U.S.C. ch. 96) or state UETA where applicable, but courts will scrutinize ambiguous language.

Do I need a notary to execute this agreement?

Generally no for commercial agreements; notarization is only required where statute or the parties expressly mandate it. Use a notary or RON when signatures must be notarized for evidentiary or filing reasons.

Can this be signed electronically?

Yes. An electronic signature meets legal standards if intent, consent, attribution, and reliable retention are present. For consumer-facing agreements, provide ESIGN disclosures where required.

How do I revoke or amend the agreement?

Follow amendment and termination procedures in the agreement. Revocation or amendment generally requires agreement of all parties except where unilateral rights are explicitly reserved.

Who should sign on behalf of an entity?

A person with actual authority (officer or agent) should sign; include title and confirm authorization to bind the entity to avoid challenges to enforceability.

What supporting documents should I attach?

Attach relevant SOWs, confidentiality addenda, exhibits describing scope, and identity or authority documentation when necessary to prove signer authority or agreement context.

Electronic Signature
Templates
Legal
Legal Non-Fiduciary Agreement

Legal Non-Fiduciary Agreement

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

LEGAL NON-FIDUCIARY AGREEMENT

This Non-Fiduciary Agreement (the "Agreement") is made and entered into as of Day: Month: Year: by and between Party A: , an entity of type Individual Corporation LLC, and Party B: , an entity of type Individual Corporation LLC.

RECITALS

WHEREAS, Party A and Party B desire to engage in a relationship in which one party provides services, advice, information or other assistance to the other party; and

WHEREAS, the parties expressly intend that the provider of such services shall act in a capacity that is non‑fiduciary in nature and that no fiduciary duties, trust responsibilities, or heightened duties of loyalty shall arise by virtue of this Agreement or the provision of services contemplated herein; and

WHEREAS, the parties wish to set forth their respective rights, obligations, and limitations with respect to the relationship and the services to be provided.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Services" means the services, advice, reports, analyses or other deliverables described in Section 3 and any statement of work or task order executed under this Agreement.

"Non-Fiduciary Relationship" means that no party shall, by reason of this Agreement or the provision of Services, be deemed to owe fiduciary duties, duties of undivided loyalty, or other trust-like obligations to the other party beyond those expressly set forth in this Agreement.

2. NON-FIDUCIARY RELATIONSHIP

The parties acknowledge and agree that (a) the Services shall be performed on a non‑fiduciary basis, (b) nothing in this Agreement creates a partnership, joint venture, agency, trust, or fiduciary relationship between the parties, and (c) neither party shall be liable for the other's obligations except as expressly set forth in this Agreement.

3. SCOPE OF SERVICES

Party A will provide the following Services to Party B:

The Services shall be performed in a professional and workmanlike manner consistent with industry standards. Any modification to the scope shall be documented in writing and signed by authorized representatives of both parties.

4. DUTIES AND LIMITATIONS

The party providing Services shall: (a) use reasonable care and skill in performing the Services; and (b) comply with applicable laws and regulations. Notwithstanding the foregoing, the providing party shall not be responsible for any decisions made by the receiving party based on the Services, and shall not assume responsibility for the receiving party's liabilities, losses or obligations except as expressly provided in this Agreement.

5. CONFIDENTIALITY

Each party shall hold Confidential Information of the other party in strict confidence and shall not disclose such information except to employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that is or becomes publicly available without breach of this Agreement, or that is independently developed by the receiving party.

6. COMPENSATION

In consideration for the Services, Party B shall pay Party A the fees and expenses set forth below or in any statement of work executed by the parties. Fees are due in accordance with the payment schedule agreed by the parties.

Fee Structure and Payment Terms

7. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and remain in effect until terminated by either party upon thirty (30) days' prior written notice. Either party may terminate immediately for material breach that remains uncured after ten (10) days' written notice specifying the breach. Termination shall not affect rights or obligations accrued prior to termination.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has authority to enter into this Agreement, that performance of its obligations will not violate other agreements, and that it will comply with applicable laws in performing its obligations hereunder.

9. INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any third-party claims, demands or liabilities arising out of the Indemnitor's gross negligence, willful misconduct, or material breach of this Agreement, provided that the Indemnitee gives prompt written notice and cooperates in the defense.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE TO THE PROVIDING PARTY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, by personal delivery, nationally recognized overnight courier, certified mail, or by email with confirmation of receipt.

Notice Address for Party A Contact for Party A (email/phone) Notice Address for Party B Contact for Party B (email/phone)

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

13. 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 facsimile or electronic image shall be binding for all purposes.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below without regard to conflict of law principles.

Governing Law Jurisdiction

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

Each party warrants that the signatory executing this Agreement on its behalf is duly authorized to do so. The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms.

Party A - Printed Name:

By:

Date:

Party B - Printed Name:

By:

Date:

What a Legal Non-Fiduciary Agreement Is

A Legal Non-Fiduciary Agreement is a written contract in which parties expressly state that no fiduciary duties are created between them for the specified relationship or transaction. It defines permitted interactions, disclosures, and decision-making authority while preserving each party's separate legal obligations. Commonly used where parties want commercial cooperation without the heightened duties of care, loyalty, or conflict-of-interest rules, the agreement clarifies expectations, limits remedies tied to fiduciary conduct, and can include carve-outs for confidentiality, indemnity, and dispute resolution.

Why Parties Use a Non-Fiduciary Agreement and Its Legal Basis

A non-fiduciary agreement reduces uncertainty about duty levels between parties, limits potential fiduciary liability, and documents agreed decision-making processes and disclosures. When drafted clearly it preserves ordinary contract remedies while avoiding fiduciary standards such as loyalty or strict conflict rules.

Who Typically Prepares or Signs This Agreement

Organizations and individuals use non-fiduciary agreements when they need contractual clarity without fiduciary obligations; this section describes common users.

Corporate contracting teams and in-house counsel negotiating partnerships and vendor relationships.
Independent contractors, consultants, and advisors who want clear limits on duties to clients.
Financial services and compliance officers clarifying when fiduciary standards do and do not apply.

Tailor language to the parties and industry to ensure enforceability and to avoid unintended duty creation through ambiguous terms.

Core Elements to Include in a Professional Non-Fiduciary Agreement

A complete agreement states the parties, scope, and specific non-fiduciary language, and ties those provisions to confidentiality, indemnity, and termination terms to prevent implied fiduciary obligations from arising.

Parties

Identify each legal entity and the signer capacity (e.g., 'XYZ LLC, by its Chief Legal Officer'), ensuring names match government records and formation documents.

Recitals

Brief background statements clarifying why parties enter the agreement and the intended commercial relationship without creating fiduciary duties.

Non-Fiduciary Clause

Clear, unambiguous language stating parties do not assume fiduciary duties, describing the scope of that waiver, and noting any limited exceptions.

Scope of Services

Specify activities, deliverables, and decision-making authority so duties do not arise from vague or open-ended obligations.

Confidentiality

Define protected information, permitted uses, and permitted disclosures; include required data handling standards if personal data is involved.

Termination & Remedies

List termination triggers, notice periods, and specified remedies to avoid courts inferring fiduciary remedies not intended by the parties.

Step-by-Step: Completing the Non-Fiduciary Agreement

Follow these sequential steps to prepare, review, and execute a legally defensible non-fiduciary agreement with minimal back-and-forth.

01

Draft Core Terms: Write parties, scope, and non-fiduciary clause precisely.
02

Internal Review: Have legal and compliance review wording and exceptions.
03

Signatory Confirmation: Confirm signers’ authority and fill capacity fields.
04

Execute and Archive: Obtain signatures, record audit trail, and file final copy.

How to Configure an Online Signing Workflow

Set up a clear signer order, field types, and authentication level to ensure the electronic record meets legal validity tests.

Field	Configuration
Signer Order	Sequential or parallel routing depending on approval needs
Authentication	Email link or SMS code; use stronger ID verification when required
Required Fields	Signature, printed name, title, and date must be mandatory
Retention	Enable automatic storage and audit-trail capture on completion

Where to Send or File the Executed Agreement

Decide authoritative destinations for the signed agreement and configure routing so each party and relevant internal teams receive a copy automatically.

Primary Parties: Each named party receives a final signed PDF copy
Legal/Compliance: Store a copy in the legal document repository
Contracts System: Upload executed agreement to contract management platform
Backup Archive: Retain a tamper-evident copy in secure records storage

Digital Signing and Distribution Considerations

Choose a signing platform that captures an auditable trail, supports required authentication, and preserves the final PDF with metadata.

Formats Supported: PDF, DOCX and editable templates
Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace
Authentication Options: Email, SMS code, KBA, or advanced signer checks

Security and Compliance Essentials for Execution

Encryption: TLS 1.2/1.3 in transit

Data at Rest: AES-256 encryption

Audit Trail: Timestamps and IP logging

HIPAA: BAA required for PHI

ESIGN / UETA: Legal e-signature compliance

Certifications: SOC 2 Type II and ISO 27001

Key Dates and Timing to Record in the Agreement

Specify precise dates and deadlines in MM/DD/YYYY format to avoid ambiguity and to trigger notice and cure periods.

Effective Date:

Use MM/DD/YYYY for clarity and statute calculations

Review Period:

Set a number of days for internal legal review before signing

Signing Window:

Define how long signers have to execute after delivery

Notice Periods:

Specify required notice durations for breaches or termination

Record Retention:

Set retention start and end dates tied to termination

Common Mistakes to Avoid When Preparing the Agreement

Using vague non-fiduciary language that courts may interpret inconsistently; be specific about what is excluded and any limited exceptions.
Failing to identify signer capacity or authority, which can lead to disputes about whether a party was validly bound.
Overlooking data handling or confidentiality rules when the agreement touches personal or regulated data, risking HIPAA or privacy noncompliance.
Relying on verbal assurances rather than written carve-outs, resulting in inconsistent expectations and potential litigation over implied duties.

Potential Risks and Consequences of an Incorrect Agreement

Contract Liability: Damages and specific performance

Regulatory Risk: Fines if regulated data mishandled

Invalidation: Clause deemed unenforceable

Reputational Harm: Loss of business trust

Tax Exposure: Incorrect reporting consequences

Dispute Costs: Litigation and arbitration expenses

Comparing eSignature Vendors for Executing Non-Fiduciary Agreements

Basic vendor features and starting price points for common eSignature providers. Choose a plan that supports required authentication, audit trails, 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	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

Real-World Examples of Using Electronic Agreements

These customer examples illustrate how organizations used secure eSign workflows to execute contracts and maintain compliance.

Optica Ventures

Brian Fitzgibbons found the interface simple and easy for clients

streamlined signature collection across devices
The result was faster execution and consistent recordkeeping, reducing administrative follow-up and supporting remote deal closing.

Fertility Centers of Illinois

John Butler highlighted API flexibility and responsive support

integrated eSign into patient intake workflows
This allowed the organization to collect compliant consents and maintain secure audit trails while improving patient throughput.

Common Questions About Non-Fiduciary Agreements and Electronic Signing

Answers to frequently asked questions when preparing, executing, or disputing a non-fiduciary agreement, with practical steps and legal references where relevant.

Need help? Contact support

Is a non-fiduciary clause enforceable?
Yes if written clearly and supported by consideration and mutual assent; electronic execution is valid under the ESIGN Act (15 U.S.C. ch. 96) or state UETA where applicable, but courts will scrutinize ambiguous language.
Do I need a notary to execute this agreement?
Generally no for commercial agreements; notarization is only required where statute or the parties expressly mandate it. Use a notary or RON when signatures must be notarized for evidentiary or filing reasons.
Can this be signed electronically?
Yes. An electronic signature meets legal standards if intent, consent, attribution, and reliable retention are present. For consumer-facing agreements, provide ESIGN disclosures where required.
How do I revoke or amend the agreement?
Follow amendment and termination procedures in the agreement. Revocation or amendment generally requires agreement of all parties except where unilateral rights are explicitly reserved.
Who should sign on behalf of an entity?
A person with actual authority (officer or agent) should sign; include title and confirm authorization to bind the entity to avoid challenges to enforceability.
What supporting documents should I attach?
Attach relevant SOWs, confidentiality addenda, exhibits describing scope, and identity or authority documentation when necessary to prove signer authority or agreement context.

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