Is an electronic signature legally binding?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention criteria are met.

When do you need notarization or witnesses?

Notarization or witnesses are required only if state law or the agreement’s subject matter demands it (for example, certain powers of attorney, deeds, or state-specific formalities). Verify with local counsel.

What if a party’s name doesn’t match?

Mismatched or informal names can create enforceability issues. Correct legal names help attribution and may be required for regulatory filings or tax reporting.

How to amend the agreement after signing?

Use a written amendment signed by all original parties, following the same execution formalities as the original agreement to ensure enforceability.

Are consumer-facing disclosures required?

If the agreement affects consumers’ rights or financial products, ESIGN requires a clear consent process, access capability, and a procedure to withdraw electronic consent.

How long should records be retained?

Retention depends on applicable law: IRS records (IRC §6501(a)) and HIPAA (45 CFR §164.530(j)) set minimum periods; maintain records longer if industry rules require it.

Electronic Signature
Templates
Legal
Legal Restrictive Measures Agreement

Legal Restrictive Measures Agreement

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

LEGAL RESTRICTIVE MEASURES AGREEMENT

This Legal Restrictive Measures Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A Name: with principal address: ("Restricting Party"), and Party B Name: with principal address: ("Restricted Party").

RECITALS

WHEREAS, the Restricting Party has legitimate business interests, including trade secrets, confidential information, customer relationships and goodwill, the protection of which justifies the imposition of certain post-engagement restrictions on the Restricted Party; and

WHEREAS, the Restricted Party is willing to accept reasonable restrictive measures in consideration of the payments, access to confidential information, or other consideration described below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to those restrictive measures and to provide clear remedies for breach.

NOW, THEREFORE, in consideration of the mutual promises 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 "Confidential Information" means nonpublic information disclosed by the Restricting Party to the Restricted Party, whether oral, written or electronic, including but not limited to trade secrets, product plans, customer lists, pricing, marketing strategies, inventions, specifications, and financial information, and any analyses, compilations or derivations thereof.

1.2 "Restricted Period" means the period described in Section 4 below during which the restrictive measures shall apply.

2. RESTRICTIVE MEASURES

2.1 Types of Restrictive Measures. The Restricted Party agrees to be bound by the following restrictive measures for the Restricted Period as selected below (check applicable boxes):

Non-Competition: The Restricted Party shall not, directly or indirectly, engage in, own, manage, operate, consult with, or be employed by any business that is competitive with the Restricting Party in the Geographic Scope defined below.

Non-Solicitation: The Restricted Party shall not, directly or indirectly, solicit or induce any employee, consultant, contractor or customer of the Restricting Party to terminate or alter its relationship with the Restricting Party.

Confidentiality: The Restricted Party shall hold Confidential Information in strict confidence and shall not disclose or use such information except as authorized in writing by the Restricting Party or as required by law.

Non-Disparagement: The Restricted Party shall not make any public or private statement that disparages or is reasonably likely to harm the reputation or goodwill of the Restricting Party.

3. SCOPE, GEOGRAPHY AND DURATION

3.1 Geographic Scope. The geographic scope of the restrictive measures shall be:

3.2 Duration. The Restricted Period shall commence on the Effective Date and shall continue for months following the date of termination of the Restricted Party's engagement or relationship with the Restricting Party, unless earlier terminated pursuant to this Agreement.

4. EXCEPTIONS AND LIMITATIONS

4.1 Carve-Outs. The restrictions shall not apply to activities that are specifically excluded by the parties:

4.2 Overbroad Provisions. If any restriction is determined by a court of competent jurisdiction to be unenforceable because of scope, duration or geographic reach, such restriction shall be reformed by the court to the maximum extent necessary to make it enforceable, and the remainder of this Agreement shall remain in full force and effect.

5. CONSIDERATION

Consideration Provided

6. REMEDIES; INJUNCTIVE RELIEF

6.1 Remedies. The parties agree that money damages may be an inadequate remedy for breach of the restrictive measures and that the Restricting Party shall be entitled to equitable relief in addition to all other remedies available at law or equity, including specific performance and injunctive relief, without the requirement of posting a bond.

6.2 Liquidated Damages. In addition to injunctive relief, the parties may agree to liquidated damages in the amount of: to be payable by the Restricted Party upon an adjudicated material breach, which the parties agree represents a reasonable estimation of anticipated harm.

7. CONFIDENTIALITY

7.1 Protection of Confidential Information. The Restricted Party shall use at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

7.2 Required Disclosure. If the Restricted Party is compelled by law to disclose Confidential Information, the Restricted Party shall provide prompt written notice to the Restricting Party to permit the Restricting Party to seek protective relief.

8. NOTICE

8.1 Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

Notice Address for Restricting Party Notice Address for Restricted Party

9. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for purposes of enforcing this Agreement.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements.

10.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, such provision shall be reformed to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

11.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right, and a waiver must be in writing to be effective.

11.3 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. Signatures transmitted by electronic means shall be deemed original.

12. MISCELLANEOUS PROVISIONS

12.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that the Restricting Party may assign to a successor in interest in connection with a sale of substantially all of its assets.

12.2 Survival. The provisions of this Agreement that by their nature are intended to survive termination or expiration shall so survive, including Sections 2, 3, 6 and 7.

SIGNATURES

The parties have executed this Agreement as of the date set forth below.

Restricting Party Printed Name:

By:

Date:

Restricted Party Printed Name:

By:

Date:

What a Legal Restrictive Measures Agreement Covers

A Legal Restrictive Measures Agreement is a formal contract that defines limits placed on actions, access, or use by one or more parties. Typical topics include confidentiality, operational restrictions, geographic or market limitations, export or resale constraints, and remediation steps for breach. The document establishes responsibilities, timelines, remedies, and any required approvals before permitted activities resume. It can be standalone or attached as a schedule to broader commercial, employment, regulatory, or transactional agreements where a party’s conduct must be constrained for legal, regulatory, or business reasons.

Why this agreement matters for legal certainty

A clear Restrictive Measures Agreement reduces ambiguity about prohibited conduct, defines measurable obligations, and preserves remedies if a party violates the restrictions. It also helps regulators, auditors, and counterparties understand controls and incident response procedures.

Who commonly prepares or signs this agreement

Typical users include corporate counsel, compliance officers, contracting parties, and institutional counterparties who need to limit particular behaviors or access.

Corporate legal teams managing contract risk and regulatory compliance.
Compliance and risk departments enforcing sanctions, export, or privacy controls.
Contracting parties in M&A, licensing, or vendor relationships needing clear limits.

Use by the right role ensures the restrictions are enforceable, monitored, and aligned with company policy and applicable law.

Core elements to include in a professional agreement

A well-drafted Restrictive Measures Agreement balances specificity and enforceability: define prohibited acts, scope, duration, monitoring, remedial steps, and dispute resolution to reduce litigation risk and support compliance audits.

Restricted Conduct

Precisely list actions or uses that are prohibited, with examples and boundary tests to avoid ambiguity and litigation over intent.

Scope

Define geographic, product, customer, and personnel boundaries so stakeholders can identify whether an action falls inside or outside the restriction.

Duration

State start and end dates, any trigger-based extensions, and interim review checkpoints to manage ongoing obligations.

Monitoring & Reporting

Require periodic attestations, audit rights, and procedures for reporting suspected violations to enable oversight.

Remedies

Specify injunctive relief, damages calculation method, cure periods, and termination rights for a clear response framework.

Governing Law

Choose the controlling jurisdiction and venue; consider forum-selection for predictable enforcement across states.

Security and compliance considerations to reference

Encryption: TLS 1.2/1.3; AES-256 at rest

Audit Trail: Timestamps, IP addresses

Certifications: SOC 2 Type II; ISO 27001

Regulatory: ESIGN; UETA compliance

Healthcare: HIPAA — BAA required

FDA Records: 21 CFR Part 11 supported

Step-by-step: preparing and executing the agreement

Follow a consistent sequence to draft, review, and execute the Restrictive Measures Agreement to reduce errors and ensure enforceability.

01

Draft: Identify the restriction scope and draft precise clauses.
02

Internal Review: Have legal and compliance teams confirm regulatory alignment.
03

Counterparty Review: Share for edits and agree on remedies and timelines.
04

Execution: Obtain signatures, notarization if required, and retain the final copy.

Where to send, file, or record the executed agreement

Routing depends on transaction type and regulatory obligations; preserve originals and distribute certified copies to stakeholders.

Corporate Records: File with company minute book or contract repository.
Compliance Archive: Store in compliance system with audit trail.
Counterparty: Send a fully executed copy to each signer.
Regulators: Submit only if required by statute or regulator.

Digital signing and e-submission considerations

Use an eSignature platform that preserves an audit trail, supports required authentication, and meets applicable regulatory standards.

Authentication: Email, SMS, or stronger
Audit Trail: IP, timestamp, action log
Notarization: RON or in-person as needed

Confirm the platform supports ESIGN/UETA compliance and any industry-specific requirements (e.g., HIPAA BAA or 21 CFR Part 11) before e-submitting the document.

Configuring an online signing workflow

Set up fields, authentication, and routing to match the agreement’s approval flow and evidence needs.

Field	Configuration
Signature Field	Required; date auto-fill enabled
Initials Field	Optional; use for page acknowledgment
Authentication	Email plus SMS code for higher assurance
Routing Order	Define signer sequence and reminder cadence

Key timelines and deadlines to track

Document the agreement’s effective, review, and enforcement dates to avoid missed cure windows and compliance lapses.

Effective Date:

Date contract obligations begin; use MM/DD/YYYY format

Cure Period:

Specified days to remedy a breach before remedies apply

Review Checkpoints:

Quarterly or annual reviews when monitoring is required

Reporting Deadlines:

When violations must be reported to authorities

Termination Date:

When restrictions expire or are renewable

Common drafting and execution mistakes to avoid

Using vague terms for prohibited conduct that invite differing interpretations and litigation over intent and scope.
Failing to set precise start, end, and trigger dates, which can leave obligations open-ended and unenforceable.
Relying on informal signature methods without an audit trail or consent disclosures required for consumer-affecting agreements.
Neglecting to align the agreement with applicable regulatory rules, which may create exposure to fines or invalidation.

Practical risks and potential consequences

Unenforceability: Court may refuse enforcement

Injunctions: Forced compliance or prohibition

Monetary Damages: Compensatory or liquidated damages

Regulatory Fines: Agency penalties possible

Reputational Harm: Public disclosure risk

Operational Disruption: Business continuity impact

eSignature vendor comparison for executing Restrictive Measures Agreements

Comparison of common capability and pricing dimensions. Place vendor selection on legal and compliance fit as primary criteria; cost and features follow.

	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 vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes (Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions and common execution issues

Answers to common legal and operational questions about using and enforcing a Restrictive Measures Agreement.

Need help? Contact support

Is an electronic signature legally binding?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention criteria are met.
When do you need notarization or witnesses?
Notarization or witnesses are required only if state law or the agreement’s subject matter demands it (for example, certain powers of attorney, deeds, or state-specific formalities). Verify with local counsel.
What if a party’s name doesn’t match?
Mismatched or informal names can create enforceability issues. Correct legal names help attribution and may be required for regulatory filings or tax reporting.
How to amend the agreement after signing?
Use a written amendment signed by all original parties, following the same execution formalities as the original agreement to ensure enforceability.
Are consumer-facing disclosures required?
If the agreement affects consumers’ rights or financial products, ESIGN requires a clear consent process, access capability, and a procedure to withdraw electronic consent.
How long should records be retained?
Retention depends on applicable law: IRS records (IRC §6501(a)) and HIPAA (45 CFR §164.530(j)) set minimum periods; maintain records longer if industry rules require it.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now