Can a SOC agreement be signed electronically?

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

When is notarization required?

Notarization is rarely required for SOC agreements, but if a state or specific transaction demands notarization or witness signatures, follow the applicable state notary rules.

What authentication level is recommended?

Use at minimum email plus SMS code; for auditors or high-risk recipients, require stronger authentication such as SSO or multi-factor methods to ensure attribution.

How should confidential sections be handled?

Identify confidential exhibits, apply redaction where appropriate, and limit distribution to authorized recipients in the agreement’s permitted use clause.

How long must executed agreements be kept?

Retain executed agreements for the contract term plus at least three years; healthcare-related items require six years per HIPAA (45 CFR §164.530(j)).

What if a signer’s name doesn’t match records?

Mismatched legal names can create enforceability issues; correct names before signing and document any authorized signatory delegations.

Electronic Signature
Templates
Legal
Legal SOC Agreement

Legal SOC Agreement

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

LEGAL SOC AGREEMENT

This Service Organization Controls Agreement (the "Agreement") is entered into as of Day: Month: Year: by and between Service Provider Name: a Corporation LLC Other with principal place of business at , and Client Name: with principal place of business at .

RECITALS

WHEREAS, Service Provider performs hosting, data processing, and related services described in Appendix A and maintains controls relevant to security, availability, processing integrity, confidentiality, and privacy; and

WHEREAS, Client requires reasonable assurance regarding Service Provider's control environment and has requested that Service Provider undergo a Service Organization Controls examination covering the Assessment Period set forth below; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the scope, performance, delivery and permitted use of any SOC report generated as a result of such examination.

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

1. DEFINITIONS

1.1 "Assessment Period" means the period identified by the parties for evaluation of controls. Assessment Period Start: End: .

1.2 "SOC Report" means the report and any associated management assertion prepared by an independent auditor engaged to perform a Service Organization Controls examination pursuant to this Agreement.

2. SCOPE OF ASSESSMENT

2.1 The SOC examination shall address the control objectives and control activities listed in Appendix A. Any modification to scope requires written agreement signed by authorized representatives of both parties.

Description of Services Included in Scope

3. RESPONSIBILITIES

3.1 Service Provider shall: (a) engage an independent auditor reasonably acceptable to Client to perform the SOC examination; (b) provide the auditor with access to personnel, records, systems, facilities and documentation necessary to perform the examination; and (c) implement and maintain the controls described in Appendix A.

3.2 Client shall: (a) cooperate with the auditor and Service Provider; (b) provide reasonable and timely requests for information; and (c) refrain from distributing the SOC Report except as permitted in Section 5.

4. ACCESS, AUDIT AND COOPERATION

4.1 Service Provider will provide the auditor with reasonable access to locations, systems, personnel and documentation during normal business hours and subject to reasonable security and confidentiality requirements. Client acknowledges that certain information may be redacted for legal, privacy or security reasons.

5. CONFIDENTIALITY AND USE OF REPORTS

5.1 The SOC Report, and the facts and conclusions contained therein, are Confidential Information of Service Provider. Client may use the SOC Report solely for its internal compliance, due diligence and regulatory obligations and may disclose the SOC Report to its auditors, regulators and professional advisers who have a legitimate need to know and who are bound to keep such report confidential.

5.2 Distribution options (check all that apply): Client only Client and its auditor Client and regulator

6. DELIVERABLES AND TIMING

Expected Deliverable Report Delivery Timeline

7. FEES AND PAYMENT

7.1 Client shall pay fees for the SOC examination and any reasonable out-of-pocket costs. Fees: $ . Payment terms: .

8. INTELLECTUAL PROPERTY

8.1 Each party retains all right, title and interest in and to its pre-existing intellectual property. No transfer of ownership of intellectual property is intended by the preparation or delivery of any SOC Report or related materials.

9. LIMITATION OF LIABILITY

9.1 Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability arising out of or related to this Agreement shall be limited to the greater of the fees paid under this Agreement in the twelve (12) months preceding the claim or $ .

10. INDEMNIFICATION

10.1 Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from that party's breach of this Agreement, negligence, or willful misconduct, subject to the limitations set forth in Section 9.

11. INSURANCE

11.1 Each party shall maintain insurance coverage adequate to cover its obligations under this Agreement and shall provide certificates of insurance upon reasonable request.

12. TERM AND TERMINATION

12.1 Term: This Agreement shall commence on the effective date and continue until completion of the SOC engagement unless earlier terminated in accordance with this Section. Term length (months): .

12.2 Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice.

13. NOTICES

Service Provider Notice Address Client Notice Address

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. A party's failure or delay to exercise any right shall not operate as a waiver.

14.2 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.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified: without regard to conflict of laws principles.

15.2 Entire Agreement: This Agreement, including any appendices and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

15.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision that achieves the original intent.

APPENDICES

Appendix A — Control Objectives and Control Activities Appendix B — Additional Terms

Service Provider — Printed Name:

By:

Date:

Client — Printed Name:

By:

Date:

What a Legal SOC Agreement Covers

A Legal SOC Agreement is a written contract that defines obligations, deliverables, confidentiality, and access rights related to System and Organization Controls (SOC) reports and related security attestations. It typically governs the production, review, and distribution of SOC 1 or SOC 2 reports, specifies the permitted uses of the report by client and third parties, and allocates responsibilities for remediation, incident reporting, and record retention. The agreement also sets the scope of the auditor’s work, the timeframe covered by the report, and any restrictions on disclosure or redistribution of audit materials.

Why a Legal SOC Agreement Matters

A written SOC agreement clarifies expectations between vendor, auditor, and client, reduces legal ambiguity about report use, and documents controls for confidentiality, incident response, and evidence access under applicable privacy and contract law.

Typical Parties Who Use or Sign a SOC Agreement

Organizations use SOC agreements during vendor selection, procurement, and audit cycles to align legal obligations and information access between service providers and customers.

Service providers and vendors who produce systems or process client data
Customers and enterprise buyers performing vendor due diligence
Independent auditors and attestation firms issuing SOC reports

The agreement helps each party document permitted recipients, confidentiality obligations, incident notification timelines, and any regulatory or contractual constraints that affect report distribution.

Core Elements to Include in a Legal SOC Agreement

A complete SOC agreement addresses scope, confidentiality, permitted uses, audit access, remediation responsibilities, and data protection measures so parties know what reports cover and how they may be used.

Scope

Define SOC type (SOC 1 or SOC 2), control categories, systems in scope, and reporting period covered by the auditor.

Confidentiality

Specify nondisclosure obligations, redaction standards, and limits on sharing audit findings or underlying evidence with third parties.

Permitted Use

List parties authorized to receive the report, reseller or subprocessor restrictions, and any prohibitions on public distribution.

Access Rights

Describe auditor and client rights to access controls documentation, logs, and evidence during and after the reporting period.

Incident Response

Set timelines and contacts for security incident notifications, remediation expectations, and cooperation with investigations.

Retention & Disposal

Establish how long copies of reports and underlying evidence will be retained and secure disposal procedures afterward.

Step-by-Step: Preparing and Executing a SOC Agreement

Follow these steps to complete, sign, and distribute a Legal SOC Agreement with clear audit and disclosure terms.

01

Draft: Populate fields with exact legal names and scope.
02

Review: Have legal and security teams confirm obligations.
03

Sign: Obtain signatures, using eSignature if permitted.
04

Distribute: Share executed copies with authorized recipients.

Configuring an Online Completion Workflow

Set up a digital workflow to assign fields, authenticate signers, capture audit data, and preserve the final executed record.

Field	Configuration
Authentication	Email + SMS code or stronger MFA for auditors
Audit Trail	Capture timestamps, IP, and action logs
Retention	Enable secure archival and export formats
Notifications	Auto-notify parties on completion and updates

Where to Send and How to Route the Executed Agreement

Define distribution to ensure only authorized parties receive the SOC report and supporting documentation after execution.

Vendor Records: Maintain original executed agreement in vendor archives.
Client Legal Team: Provide signed copy to client counsel for compliance records.
Independent Auditor: Share access-limited copies with the attesting firm.
Third-Party Reviewers: Disclose only where expressly authorized in agreement.

Digital Signing and File Format Considerations

Use a platform that preserves an audit trail, supports PDF and DOCX exports, and enables strong signer authentication for legal defensibility.

Authentication Methods: Email, SMS code, or SSO
File Formats: PDF, DOCX, or archived PDF/A
Integrations: CRM and document repositories

Ensure the selected platform retains immutable audit logs and meets applicable compliance frameworks (ESIGN, UETA, and any industry requirements) before relying on electronic execution.

Key Timelines and Expected Processing Intervals

Establish clear deadlines for request, auditor scheduling, client review, and document retention to align expectations across parties.

Request Lead Time:

Request SOC report at least 30 days before contract close

Auditor Delivery Window:

Auditors typically provide reports within agreed engagement timelines

Client Review Period:

Allow 7–14 days for legal and security review

Remediation Response:

Set 30–90 day cure periods for identified issues

Record Retention:

Retain executed agreements per retention policy

Common Mistakes to Avoid

Using vague scope language that omits systems or control objectives can lead to disputes about what the audit covered.
Sharing full underlying evidence without redaction may violate confidentiality commitments or expose sensitive data.
Failing to specify permitted recipients often results in unauthorized redistribution of SOC reports to third parties.
Relying on weak signer authentication increases risk of later challenges to signature validity or attribution.

Risks and Potential Legal Consequences

Contract Damages: Breach damages possible

Regulatory Fines: HIPAA or sector fines

Contract Termination: Loss of business rights

Indemnity Exposure: Defense and indemnity costs

Data Breach Costs: Remediation and notification

Reputational Harm: Customer trust erosion

Security and Compliance Certifications to Reference

Encryption: TLS 1.2/1.3, AES-256

SOC 2: SOC 2 Type II available

HIPAA: HIPAA compliant (BAA required)

21 CFR Part 11: Supports FDA electronic records

ESIGN / UETA: Meets ESIGN and UETA standards

ISO 27001: ISO 27001 certified

eSignature Options and Pricing Snapshot

Compare basic pricing and key compliance features when selecting an eSignature provider for executing SOC agreements; signNow appears first for easy reference.

	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	No	No	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions and Troubleshooting

Answers to common questions about execution, authentication, retention, and permitted disclosure for Legal SOC Agreements.

Need help? Contact support

Can a SOC agreement be signed electronically?
Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.
When is notarization required?
Notarization is rarely required for SOC agreements, but if a state or specific transaction demands notarization or witness signatures, follow the applicable state notary rules.
What authentication level is recommended?
Use at minimum email plus SMS code; for auditors or high-risk recipients, require stronger authentication such as SSO or multi-factor methods to ensure attribution.
How should confidential sections be handled?
Identify confidential exhibits, apply redaction where appropriate, and limit distribution to authorized recipients in the agreement’s permitted use clause.
How long must executed agreements be kept?
Retain executed agreements for the contract term plus at least three years; healthcare-related items require six years per HIPAA (45 CFR §164.530(j)).
What if a signer’s name doesn’t match records?
Mismatched legal names can create enforceability issues; correct names before signing and document any authorized signatory delegations.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now