Can this agreement be signed electronically?

Yes. Electronic signatures satisfying intent, consent, attribution, and retention are valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted; exceptions such as wills or certain court filings may still require wet-ink signatures.

When is notarization required?

Most commercial processing agreements do not require notarization, but state law or specific transaction types may. Real estate conveyances and some powers of attorney typically require notarization and sometimes witnesses.

What makes an eSignature legally binding?

An eSignature is binding if (1) the signer intended to sign, (2) the parties consented to electronic transactions, (3) the signature can be attributed, and (4) the record is retained and reproducible, per ESIGN and UETA principles.

Is a HIPAA addendum necessary?

If PHI is stored or processed, a Business Associate Agreement (BAA) consistent with HIPAA is required; include breach notification, permitted uses, and termination for cause.

How do I correct a signed agreement?

Execute an amendment or addendum signed by all parties; avoid unilateral edits to executed documents. Maintain the original executed copy and document the reason for amendment.

How should executed agreements be stored?

Store signed files with tamper-evident protections, audit logs, and secure backups. Retain records according to IRS, HIPAA, and industry-specific retention rules and document the retention rationale.

Electronic Signature
Templates
Legal
Legal Processing Agreements

Legal Processing Agreements

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LEGAL PROCESSING AGREEMENT

This Legal Processing Agreement (the Agreement) is entered into as of by and between Client Name: (Client), and Processor Name: (Processor). The Client and Processor are each a party and together the parties.

RECITALS

WHEREAS, Client engages Processor to perform legal document processing, record preparation, data extraction, formatting, and related support services in connection with Client's legal operations (the Services); and

WHEREAS, Processor represents that it has the technical capability, staff, and security practices necessary to receive, process, and return Client material in accordance with applicable law and this Agreement; and

WHEREAS, the parties desire to set forth their respective rights, duties, and obligations with respect to the performance of the Services and the handling of Client materials and information.

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

1. DEFINITIONS

1.1 "Services" means the processing tasks described in Section 2 and any scope of work incorporated by reference. 1.2 "Client Materials" means all documents, files, data, and information supplied by Client to Processor for the purpose of performing the Services. 1.3 "Confidential Information" means information marked or reasonably understood to be confidential, including Client Materials, privileged communications, case files, and non-public business information. 1.4 "Processing" means any operation performed upon Client Materials, whether automated or manual, including collection, input, transcription, formatting, storage, and deletion.

2. APPOINTMENT; SCOPE OF SERVICES

2.1 Appointment. Client engages Processor to perform the Services and Processor accepts such engagement under the terms of this Agreement. Processor shall perform Services in a professional and workmanlike manner consistent with industry standards.

Scope of Services

2.2 Standards and Compliance. Processor shall at all times comply with applicable statutes, court rules, and ethical obligations applicable to Client matters. Processor shall follow Client's documented instructions and complete Services by agreed milestones.

3. PROCESSOR OBLIGATIONS

3.1 Confidentiality. Processor shall maintain the confidentiality of Client Materials and shall not disclose such materials except as required to perform the Services or as expressly authorized in writing by Client.

Security Measures

3.2 Personnel. Processor shall ensure that personnel with access to Client Materials are subject to confidentiality obligations and appropriate training. Processor shall limit access to personnel on a need-to-know basis.

3.3 Subcontracting. Processor shall not subcontract material portions of the Services without Client's prior written consent. Where consent is given, Processor shall require subcontractors to comply with terms at least as protective as those in this Agreement.

4. CLIENT OBLIGATIONS

4.1 Instructions. Client shall provide Processor with written instructions sufficient to permit performance of the Services, including format, deadlines, and any special security or privilege designations.

Client Primary Contact

5. FEES; PAYMENT

5.1 Fees. Client shall pay Processor the fees set forth in the applicable statement of work or as otherwise agreed in writing. Fees are exclusive of taxes unless otherwise stated.

Standard Fee (per scope or month) Payment Terms

6. CONFIDENTIALITY

6.1 Obligation. Each party shall protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.

6.2 Exceptions. Confidential Information does not include information that is (a) publicly available other than by breach of this Agreement, (b) rightfully received from a third party without restriction, or (c) independently developed without use of Confidential Information.

7. DATA PROTECTION; RECORDS

7.1 Compliance. Processor shall implement and maintain administrative, technical, and physical safeguards appropriate to the sensitivity of Client Materials. Processor shall comply with applicable privacy and data protection laws in performing the Services.

7.2 Audits. Client may, upon reasonable prior written notice, audit Processor's relevant records and facilities to verify compliance. Such audit shall be conducted during regular business hours and in a manner designed to minimize disruption.

Audit Notice Period (days)

8. INTELLECTUAL PROPERTY; OWNERSHIP

8.1 Ownership. All Client Materials, including all intellectual property rights therein, remain the sole property of Client. Processor acquires no ownership interest in Client Materials by virtue of this Agreement.

8.2 License. Client grants Processor a limited, non-exclusive license to use Client Materials solely to the extent necessary to provide the Services and for no other purpose.

9. TERM; TERMINATION

Initial Term (months)

9.1 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for a period of thirty (30) days following written notice.

Termination Notice for Convenience (days)

9.2 Effect of Termination. Upon termination, Processor shall, at Client's election, return all Client Materials and copies or securely destroy such materials and certify destruction in writing within thirty (30) days, except to the extent retention is required by law.

10. INDEMNIFICATION

10.1 Processor Indemnity. Processor shall indemnify and hold harmless Client from any third-party claims, damages, losses, or expenses arising from Processor's negligent acts, willful misconduct, or breach of confidentiality obligations under this Agreement.

10.2 Client Indemnity. Client shall indemnify Processor for claims arising from Client's instructions, the content of Client Materials, or Client's breach of applicable law in providing materials.

11. LIMITATION OF LIABILITY

Liability Cap

11.1 Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, each party's aggregate liability under this Agreement shall be limited to the Liability Cap set forth above.

12. NOTICES

12.1 All notices required under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses set forth below, or to such other address as either party designates in writing.

Client Address for Notices Processor Address for Notices

13. AMENDMENTS; WAIVER

13.1 Amendments. No amendment to this Agreement shall be effective unless in writing and executed by authorized representatives of both parties. 13.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

14. SEVERABILITY

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

15. GOVERNING LAW; JURISDICTION

Governing Law (state or jurisdiction)

The Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified above, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction.

16. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically shall be binding.

17. ENTIRE AGREEMENT

This Agreement, together with any statement of work or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date set forth above.

Client:

By:

Date:

Processor:

By:

Date:

What a Legal Processing Agreement Covers

A Legal Processing Agreement is a written contract that defines how one party will process, handle, or manage legal documents and data on behalf of another. Typical topics include the scope of processing, permitted uses, security controls, confidentiality, retention and deletion rules, audit rights, and liability allocation. These agreements are often used when an organization outsources document preparation, case management, or data processing. They align operational steps with legal requirements such as the ESIGN Act and state electronic transaction laws to ensure enforceability across jurisdictions.

Why a Clear Processing Agreement Matters

A clear agreement reduces legal risk, documents each party’s responsibilities, and sets technical and administrative safeguards for sensitive data. It also clarifies dispute remedies and retention obligations to support regulatory compliance.

Who Typically Prepares or Signs These Agreements

Organizations involved in outsourcing, legal services, or shared document workflows commonly use Processing Agreements.

Legal departments and law firms — formalize vendor responsibilities and evidence chain-of-custody for legal files.
Healthcare providers and vendors — define permitted PHI processing, access controls, and BAAs where required.
Real estate and title companies — allocate document handling, escrow procedures, and post-closing record retention.

Parties should ensure signatory authority and applicable compliance measures are identified before execution.

Core Clauses to Include in a Professional Agreement

A robust agreement organizes obligations, technical controls, and remedies. Include these six elements to make the document operationally useful and legally coherent.

Parties & Scope

Clearly name all contracting entities and precisely describe what processing activities, documents, and data types are covered to avoid ambiguity in enforcement and compliance.

Data Protection

Specify security measures, encryption standards, access controls, breach notification timelines, and who bears the cost and responsibility for incident response.

Subprocessors

Require written notice and approval for subcontractors, and mandate that subprocessors be bound by the same obligations and security controls as the primary processor.

Audit Rights

Allocate the right to audit, the notice period, frequency limits, and confidentiality parameters for any compliance reviews or third-party assessments.

Liability & Indemnity

Define caps, exclusions, and indemnification triggers for regulatory fines, data breaches, and third-party claims to manage financial exposure.

Termination & Return

Set procedures and timeframes for termination, return or secure deletion of records, and post-termination obligations such as transition assistance.

Step-by-Step: Completing a Legal Processing Agreement

Follow a concise sequence to draft, review, and finalize the agreement while preserving auditability and legal effect.

01

Draft the terms: Define scope, data types, and controls.
02

Internal review: Legal and security teams verify obligations.
03

Obtain signatures: Use permitted eSignature methods or notarization.
04

Archive executed copy: Store with retention metadata and audit trail.

Typical Digital Workflow Settings for Execution

Configure signing workflows to match legal requirements and organizational controls before sending documents for signature.

Field	Configuration
Authentication Method	Email link, SMS code, or KBA as required
Signature Order	Sequential or parallel signing per party roles
Notification & Reminders	Set automated reminders and CC recipients
Audit Trail	Enable full IP, timestamp, and action logs

Where to Send, File, or Store the Executed Agreement

Identify final document destinations and routing steps to maintain chain-of-custody and ease future retrieval.

Contract Repository: Store executed copy in a secure contract management system
Legal Hold Location: Apply holds in litigation or audit scenarios
Operational Systems: Push execution metadata to ERP or case systems
Backup & Archive: Keep immutable backups for the retention period

Technical Requirements for eSigning and eSubmission

Ensure the chosen platform supports required authentication, audit trails, and file formats before initiating digital execution.

File Formats: PDF, DOCX, and preserved metadata
Integrations: CRM, ERP, cloud storage connectors
Authentication: Email, SMS, KBA, or SSO

For regulated records, verify HIPAA, 21 CFR Part 11, and retention support; integrations with systems such as Salesforce, NetSuite, Microsoft 365, and Google Workspace can streamline routing and storage.

Common Timeframes and Deadlines to Track

Track key dates to ensure timely review, signature, and compliance with notice or retention schedules.

Effective Date Deadline:

Sign or specify the effective date to start obligations

Review Window:

Allow 7–14 business days for legal and security review

Execution Deadline:

Set a firm signature cutoff to avoid expired terms

Retention Start:

Retention often begins on effective or termination date

Notice Periods:

Specify days required for amendment or termination notices

Key Milestones from Draft to Post-Execution

View the agreement lifecycle as discrete milestones to coordinate stakeholders and compliance checks.

01

Drafting

Author core clauses and define data categories

02

Internal Approval

Legal, privacy, and security sign-off

03

Signing

Execute using permitted eSignature or notarization

04

Post-Signature Tasks

Distribute copies and update retention metadata

Common Preparation Mistakes to Avoid

Using vague scope language that leads to disputes over permitted processing activities.
Failing to name subprocessors or to require subprocessors to assume equivalent obligations.
Omitting precise security controls or relying on generic assurances without measurable standards.
Missing signer authority verification or using inconsistent legal names across documents.

Potential Consequences of an Incorrect Agreement

Contract Invalidity: Ambiguities can limit enforceability

Regulatory Fines: HIPAA enforcement risk for PHI mishandling

IRS Penalties: Incorrect tax reporting risks under IRC §6721

Data Breach Liability: Exposure to third-party claims and remediation costs

Operational Delay: Business interruptions from unclear handoffs

Failed Audits: Loss of certifications or contract opportunities

eSignature Vendor Pricing and Feature Snapshot

Compare representative starting prices and key capabilities; select a solution aligned with compliance and volume needs without assuming identical plan features.

	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 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
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Practical Tips for Reliable, Enforceable Agreements

Adopt measurable standards and consistent procedures that reduce ambiguity and support compliance audits.

Use precise scope language

Define processing activities, data categories, and permitted purposes with concrete examples to avoid differing interpretations during performance or dispute resolution.

Specify measurable controls

List encryption standards, access control mechanisms, logging requirements, and incident response steps to make compliance verifiable during audits.

Document approval paths

Capture names, titles, and authorization limits for signatories; retain evidence of delegated authority to prevent later challenges to signature validity.

Align retention with law

Map retention periods to IRS, HIPAA, SEC, and state rules; record retention reasons in metadata to support legal holds and audits.

Frequently Asked Questions About Legal Processing Agreements

Answers to common execution, enforceability, and compliance questions when preparing or signing a Legal Processing Agreement.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures satisfying intent, consent, attribution, and retention are valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted; exceptions such as wills or certain court filings may still require wet-ink signatures.
When is notarization required?
Most commercial processing agreements do not require notarization, but state law or specific transaction types may. Real estate conveyances and some powers of attorney typically require notarization and sometimes witnesses.
What makes an eSignature legally binding?
An eSignature is binding if (1) the signer intended to sign, (2) the parties consented to electronic transactions, (3) the signature can be attributed, and (4) the record is retained and reproducible, per ESIGN and UETA principles.
Is a HIPAA addendum necessary?
If PHI is stored or processed, a Business Associate Agreement (BAA) consistent with HIPAA is required; include breach notification, permitted uses, and termination for cause.
How do I correct a signed agreement?
Execute an amendment or addendum signed by all parties; avoid unilateral edits to executed documents. Maintain the original executed copy and document the reason for amendment.
How should executed agreements be stored?
Store signed files with tamper-evident protections, audit logs, and secure backups. Retain records according to IRS, HIPAA, and industry-specific retention rules and document the retention rationale.

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