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Legal Statement of Terms

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LEGAL STATEMENT OF TERMS

This Legal Statement of Terms (this Statement) is entered into as of Effective Date: by and between Party A Name: and Party B Name: .

RECITALS

WHEREAS, Party A is engaged in the business described as: , and has authority to perform the obligations set forth herein;

WHEREAS, Party B seeks to obtain the services, deliverables, or consideration described in this Statement and agrees to be bound by the terms and conditions herein;

WHEREAS, the parties intend by this Statement to establish the material terms governing their relationship, allocation of risks, and remedies for breach.

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

1. Definitions

1.1 "Agreement" means this Legal Statement of Terms and any exhibits or schedules attached hereto. "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that, by its nature, a reasonable person would understand to be confidential.

2. Term

2.1 This Statement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with Section 8.

3. Scope of Terms

3.1 Party A shall provide the following services, deliverables, or obligations:

3.2 Party B shall perform the obligations described in this Statement and shall provide any cooperation reasonably required by Party A to perform its obligations.

4. Consideration

4.1 As full consideration for the performance of the obligations under this Statement, Party B agrees to pay Party A the following amount: payable pursuant to the following schedule:

5. Confidentiality

5.1 Each party shall hold Confidential Information of the other party in strict confidence and shall not disclose such information to any third party except as required by law or with prior written consent. Each party shall use at least the same degree of care to protect the other's Confidential Information as it uses to protect its own, but in no event less than reasonable care.

5.2 Obligations of confidentiality shall survive termination or expiration of this Statement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

6. Intellectual Property

6.1 Unless otherwise expressly stated in writing, all pre-existing intellectual property of each party remains the sole property of that party. Intellectual property created solely by Party A in performance of this Statement shall be the sole property of Party A, and Party B is granted a non-exclusive, non-transferable license to use such deliverables solely for its internal business purposes, subject to payment in full.

6.2 Any license granted herein is subject to the terms and conditions of this Statement and does not transfer ownership unless a written assignment is executed by the owning party.

7. Representations and Warranties; Disclaimer

7.1 Each party represents and warrants that it has the full power and authority to enter into this Statement and to perform its obligations. Each party further represents that its performance will not violate applicable laws or the rights of any third party.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS STATEMENT, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability

8.1 Neither party shall be liable for incidental, special, consequential, exemplary or punitive damages, including lost profits, arising out of or in connection with this Statement. The parties expressly agree to exclude such damages unless otherwise required by mandatory law.

8.2 The aggregate liability of either party for any claim arising out of or in connection with this Statement shall not exceed the total fees actually paid by Party B to Party A under this Statement during the twelve (12) month period preceding the claim.

9. Termination

9.1 Either party may terminate this Statement for material breach by the other party if such breach is not cured within Notice Period (days): days after written notice of the breach.

9.2 Upon termination, each party shall return or destroy Confidential Information of the other and each party's payment obligations accrued prior to termination shall survive.

10. Notices

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

11. Amendments; Waiver; Severability

11.1 This Statement may be amended only by a written instrument executed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

11.2 If any provision of this Statement is held to be invalid or unenforceable, the remainder of this Statement shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely reflects the parties' intent.

12. Governing Law

12.1 This Statement shall be governed by and construed in accordance with the laws of the state or jurisdiction agreed by the parties: , exclusive of its conflicts of law principles.

13. Entire Agreement; Counterparts

13.1 This Statement, together with any exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral.

13.2 This Statement 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 originals for all purposes.

14. Miscellaneous

14.1 The parties shall perform all acts and execute and deliver all documents necessary to carry out the transactions contemplated by this Statement. Headings used in this Statement are for convenience only and shall not affect interpretation.

Party A Printed Name:

By:

Date:

Party B Printed Name:

By:

Date:

Enter text✕

What the Legal Statement of Terms Is and when it applies

A Legal Statement of Terms is a written record that sets out the parties, scope, responsibilities, effective date, and key contractual provisions that govern a specific transaction or relationship. It captures material terms such as scope of services, payment terms, termination rights, confidentiality, and governing law. When signed by authorized representatives it creates contractual obligations; when executed electronically it remains legally enforceable under federal and state e-signature laws subject to applicable exceptions and consumer-disclosure rules.

Why a clear Legal Statement of Terms matters for enforceability

A concise, well-structured Legal Statement of Terms reduces ambiguity, clarifies obligations, and supports enforcement. Properly executed electronic signatures meet the ESIGN Act and state UETA standards when intent, consent, attribution, and retention are demonstrable. Clear terms also simplify dispute resolution, accelerate approvals, and reduce the risk of unintended liabilities.

Why a clear Legal Statement of Terms matters for enforceability

Who typically prepares and signs this document

Multiple departments use Legal Statements of Terms for transactions, vendor onboarding, and client engagements.

  • In-house counsel and outside counsel handling contract language, risk allocation, and governing law selection.
  • Procurement and vendor managers using the form to capture pricing, delivery milestones, and service levels.
  • Sales and account teams completing commercial terms and execution fields for customer-facing agreements.

Tailor the form to the organization and the transaction so relevant approvers can sign in the correct order.

Who should sign and why

General Counsel — In-house

In-house counsel reviews legal language, confirms risk vocabulary, and approves governing law and dispute-resolution provisions. They verify signatory authority and ensure clauses align with existing corporate policy and past agreements.

HR Director — Compliance

An HR or compliance lead executes terms affecting employment, data handling, or benefits. They confirm employee-consent language, privacy obligations, and any statutory consumer disclosures required for electronic transactions.

Essential sections every Legal Statement of Terms should include

Include the core structural elements below so the document is clear, enforceable, and simple to sign and administer.

Parties

Full legal names and entity type for each party, including the signing representative and their capacity.

Effective Date

Clear statement of when the agreement takes effect, including any retroactive or conditional start dates.

Scope

Precise description of goods, services, deliverables, and any exclusions or accepted assumptions.

Payment Terms

Amounts, due dates, invoicing frequency, accepted payment methods, and late-payment remedies.

Termination

Events of termination, notice requirements, cure periods, and post-termination obligations.

Governing Law

Designated jurisdiction and venue for disputes; note whether ESIGN/UETA or a state statute governs e-signature validity.

Security and compliance items to document

Encryption: AES-256 at rest, TLS 1.2/1.3
Audit Trail: Time-stamped signer events
Access Controls: Role-based permissions
Certifications: SOC 2 Type II, ISO 27001
HIPAA Support: BAA available
Retention: Tamper-evident archive

Step-by-step: preparing and sending the Legal Statement of Terms

Use a consistent workflow to reduce signer friction, preserve proof of execution, and meet legal requirements for electronic records.

  • 01
    Prepare Document: Assemble terms, exhibits, and fillable fields.
  • 02
    Place Fields: Add signature, initials, and date fields where required.
  • 03
    Send to Signers: Specify signer order and authentication.
  • 04
    Archive Record: Store signed PDF with audit trail.

How to configure the online signing workflow

Configure these settings before sending to ensure authentication, routing, and conditional behaviors function as intended.

Field Configuration
Signature Type Electronic signature or digital PKI
Authentication Email link, SMS code, or KBA
Conditional Fields Show/hide fields based on answers
Routing Order Sequential or parallel signer order

Technical formats and platform considerations

Choose a platform that supports common formats, strong security, and the integrations you use.

  • File Formats: PDF, DOCX, HTML supported
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Authentication: Email, SMS, KBA options

Where to send, submit, and record the executed statement

Define routing and final destinations so each party receives a certified copy and internal systems register the execution event.

  • Upload: Store original in contract repository
  • Assign Fields: Map signers and required inputs
  • Sign: Capture signatures and timestamps
  • Certificate: Export signed PDF and audit trail

Key timing expectations to note

Track deadlines for execution, disclosures, and retention so regulatory and contractual timelines are met.

Provide on Request:

Deliver signed copy to counterparty within 7 days

Execution Window:

Complete signing within 30 days of issue

Consumer Disclosure Timing:

Obtain consent before signing per 15 U.S.C. §7001

Retention Start Date:

Retention begins on effective date or execution

Statute Consideration:

Effective date can affect limitation periods

Typical processing milestones after drafting

A clear milestone sequence helps stakeholders track review, approval, and finalization steps.

01

Drafting Complete

Document prepared and exhibits attached.

02

Internal Review

Legal and finance sign-off obtained.

03

Execution

Signers complete electronic or in-person signing.

04

Distribution

Final copies sent and stored.

Common mistakes to avoid when preparing the statement

  • Using imprecise scope language that creates ambiguities about deliverables and acceptance criteria, leading to disputes and delays.
  • Failing to confirm signatory authority which can render the agreement unenforceable or require later ratification by the organization.
  • Omitting required consumer-facing disclosures for electronic records, which can invalidate consent under the ESIGN consumer-disclosure rules.
  • Mixing inconsistent governing-law or venue clauses that create confusion about applicable law for dispute resolution.

Consequences of an incorrect or incomplete statement

Unenforceability: Contract may be invalid
Regulatory Penalty: HIPAA or consumer fines
Tax Withholding: Backup withholding risk
Notary Rejection: Improper notarization invalidates record
Data Breach: Liability and remediation costs
Litigation Cost: Defense and damages exposure

eSignature vendor pricing snapshot for signing Legal Statements of Terms

Choose a vendor based on price, bulk-send capability, compliance needs, and envelope limits; signNow is listed first per comparison rules.

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

Real-world examples of how organizations use this document

These customer examples show practical applications and measurable benefits achieved with secure electronic execution.

Optica Ventures LLC — Brian Fitzgibbons

Optica centralized signature workflows for investor and vendor agreements to reduce turnaround time.

  • Rapid signer access across devices reduced bottlenecks.
  • "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Fertility Centers of Illinois — John Butler

Clinical intake and consent forms were converted to electronic format with audit trails and secure storage.

  • Secure workflows preserved PHI protections during remote signing.
  • "The airSlate SignNow team has been exceptional, responsive, the API has been great, and we're extremely happy that we chose airSlate SignNow as a company."

How the Legal Statement of Terms compares to a standard Terms & Conditions form

A direct comparison helps decide whether a short statement or a full terms document is appropriate for a transaction.

Criteria Legal Statement of Terms Standard Terms & Conditions
Primary Purpose transaction summary ongoing relationship
Typical Length short long
Signature Required
Notarization Typical

Frequently asked questions about Legal Statement of Terms and e-signing

Answers to common questions about validity, signing authority, notarization, revocation, and storage for electronically executed statements.


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