Can undertakings be signed electronically?

Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA in adopted states if the parties show intent, consent, attribution, and record retention; confirm exceptions such as wills or court orders.

Is notarization required for enforceability?

Not usually for ordinary commercial undertakings, but some third parties or recording requirements may request notarization or witnesses; check recipient requirements and state law before executing.

What happens if a signer lacked authority?

If a signer lacked authority, the undertaking may be voidable and expose the signer to personal liability. Request evidence of corporate authorization such as a board resolution or POA when necessary.

How do I amend an executed undertaking?

Amendments should be in writing and signed by all original parties or their authorized representatives; include an amendment effective date and reference the original agreement to avoid ambiguity.

How can an undertaking be revoked or canceled?

Revocation requires agreement by the counterparty or compliance with termination clauses in the document; unilateral revocation without contract basis can lead to breach claims.

How should executed copies be stored?

Store executed originals or certified electronic copies with audit trails in a secure records system; maintain retention according to applicable rules such as IRC §6501(a) or 45 CFR §164.530(j) for HIPAA records.

Electronic Signature
Templates
Legal
Legal Undertakings Agreement

Legal Undertakings Agreement

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

LEGAL UNDERTAKINGS AGREEMENT

This Legal Undertakings Agreement (the Agreement) is made as of the day of , (the Effective Date) between: Party A: , a organized under the laws of , with principal place of business or residence at (the Undertaking Party); and Party B: , a organized under the laws of , with principal place of business or residence at (the Beneficiary).

RECITALS

WHEREAS, the Undertaking Party possesses certain rights, obligations or assets described as: (the Subject Matter); and

WHEREAS, the Beneficiary requires specific undertakings and contractual commitments from the Undertaking Party relating to the Subject Matter in order to rely upon the Undertaking Party's obligations; and

WHEREAS, the Parties wish to set forth the Undertaking Party's undertakings, representations, warranties and the remedies available to the Beneficiary in the event of breach.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 In this Agreement, unless the context otherwise requires: "Undertaking" means the obligations set forth in Section 2; "Confidential Information" means information described in Section 6; "Material Adverse Effect" means any event or circumstance that has a material adverse effect on the legal capacity, financial condition or title to the Subject Matter of either Party.

2. UNDERTAKINGS

2.1 Performance of Obligations. The Undertaking Party covenants and agrees that it shall perform, observe and discharge the following undertakings (collectively, the Undertakings): (a) deliver to the Beneficiary, within days of the Effective Date, all documents and instruments reasonably required by the Beneficiary to evidence or perfect the Subject Matter; (b) maintain the Subject Matter free from encumbrance, lien or claim except as expressly permitted in writing by the Beneficiary; and (c) comply with all applicable laws, regulations and contractual obligations relating to the Subject Matter.

2.2 Negative Covenants. Without the prior written consent of the Beneficiary, the Undertaking Party shall not: (a) sell, assign or transfer any material interest in the Subject Matter; (b) create any security interest, lien or charge affecting the Subject Matter; or (c) enter into any agreement that would reasonably be expected to adversely affect the Undertaking Party's ability to perform the Undertakings.

2.3 Continuing Nature. The Undertakings are continuing obligations and survive any termination of other agreements between the Parties to the extent necessary to give full effect to the Parties' expectations as expressed herein.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each Party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has the corporate or other power and authority to enter into and perform its obligations under this Agreement; and (c) the execution and delivery of this Agreement and the performance of its obligations will not (i) violate any provision of its governing documents, (ii) result in a breach or default under any material agreement to which it is a party, or (iii) violate any applicable law or order of a court or governmental authority.

3.2 Further Assurances. The Undertaking Party shall execute and deliver such further documents and take such further actions as the Beneficiary reasonably requests to carry out the purposes of the Undertakings and to perfect or protect the Beneficiary's rights hereunder.

4. NOTIFICATION OF MATERIAL CHANGES

4.1 The Undertaking Party shall notify the Beneficiary in writing promptly and in any event within days after becoming aware of any event or circumstance that has or is reasonably likely to have a Material Adverse Effect on the Subject Matter or on the Undertaking Party's ability to perform the Undertakings.

5. CONFIDENTIALITY

5.1 Each Party shall keep confidential and shall not disclose to any third party any Confidential Information of the other Party except (a) to its professional advisors who agree to maintain confidentiality, (b) as required by law or a competent authority, or (c) with the prior written consent of the disclosing Party. Confidential Information does not include information which is or becomes publicly known other than by breach of this Agreement.

6. INDEMNITY

6.1 The Undertaking Party shall indemnify, defend and hold harmless the Beneficiary and its affiliates, officers, directors and employees from and against all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach by the Undertaking Party of its representations, warranties, undertakings or covenants under this Agreement.

7. LIMITATION OF LIABILITY

7.1 Except for liability arising from fraud, willful misconduct or gross negligence, neither Party shall be liable for any indirect, special or consequential damages, and the aggregate liability of a Party for direct damages arising under this Agreement shall be limited to the direct losses proven and arising from the specific breach giving rise to such liability.

8. REMEDIES

8.1 The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity, including specific performance and injunctive relief, which the Parties acknowledge may be necessary to prevent irreparable harm in the event of a breach of the Undertakings.

9. ASSIGNMENT; THIRD PARTY RIGHTS

9.1 Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that the Beneficiary may assign its rights to an affiliate or successor by operation of law provided that such assignee assumes the Beneficiary's obligations. Nothing in this Agreement is intended to confer any benefit on any third party except where expressly stated.

10. NOTICES

Notices to Undertaking Party

Notices to Beneficiary

10.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail, by nationally recognized overnight courier, or by confirmed electronic transmission to the addresses specified above. Notices shall be effective upon receipt.

11. AMENDMENTS; WAIVER

11.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver of that right.

12. GOVERNING LAW

12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 This Agreement, together with any documents expressly referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. COUNTERPARTS

14.1 This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be treated as originals for all purposes.

15. MISCELLANEOUS

15.1 Remedies are cumulative; rights are not exclusive. 15.2 The Parties shall cooperate and execute such further documents and take such actions as may be reasonably necessary to give full effect to this Agreement.

SCHEDULED UNDERTAKINGS (IF APPLICABLE)

Provide particulars of any specific undertakings, deadlines or amounts required by the Beneficiary:

By signing below, each Party acknowledges that it has read and understands this Agreement, that it has had the opportunity to seek independent advice, and that it agrees to be bound by the terms and conditions set forth herein.

Undertaking Party:

By:

Date:

Beneficiary:

By:

Date:

What a Legal Undertakings Agreement Is and when it’s used

A Legal Undertakings Agreement records legally binding promises one party makes to another and sets measurable duties, timelines, and remedies. Typical uses include transactional commitments, regulatory undertakings, lender covenants, and compliance assurances appended to larger contracts. The document identifies parties, describes the specific undertaking, specifies consideration or reliance, and states effective and termination terms. Execution can be electronic or wet-signed; enforceability depends on proper signatures, capacity, clarity of obligations, and applicable statutory exceptions. Parties often attach exhibits, schedules, or notarized acknowledgements when required by law or third-party recipients.

Why a clear undertaking matters to both parties

A well-drafted Legal Undertakings Agreement reduces ambiguity about obligations, timelines, and remedies, supports enforcement in dispute, clarifies allocation of risk, and documents consideration and consent in a single record.

Who commonly prepares or receives these agreements

Several roles routinely create, sign, or rely on Legal Undertakings Agreements depending on the transaction, regulatory need, or internal policy.

Corporate legal teams and general counsel who draft undertakings to govern corporate commitments during transactions or regulatory responses.
Lenders, escrow agents, and closing counsel who require borrower or seller covenants as a condition of financing or closing.
Outside counsel, compliance officers, and counterparty representatives who review, approve, and retain undertakings for audit or enforcement.

Responsibilities range from drafting and negotiation to execution, delivery, and retention for audit or enforcement purposes.

Who can sign on behalf of a party

Company Officer

An executive officer (CEO, CFO, etc.) with express corporate authority may sign corporate undertakings. Include the signer’s title and reference board or bylaw authorization when required; attach a corporate resolution if a third party requests proof of signing authority.

Authorized Agent

An individual named in a power of attorney or delegation document may sign limited undertakings. Provide a copy of the POA or written authorization; for durable or broad authorizations check state law and any notarization requirements before execution.

Core components to include in a professional undertaking

A concise structure ensures obligations are enforceable and easy to interpret by judges, regulators, or counterparties.

Parties

Identify each party by full legal name, entity type, and jurisdiction of organization. For entities include state of incorporation and a short identifier for signature blocks to avoid ambiguity about who is bound.

Recitals

Brief context explaining why the undertaking exists. Use recitals to reference the primary agreement, regulatory requirement, or factual background that creates the need for the undertaking.

Undertaking

A clear, numbered description of the promise or action being undertaken, with measurable performance standards, deadlines, and acceptance criteria to avoid disputes over vague obligations.

Consideration

State the benefit, payment, or reliance supporting the undertaking. Even nominal consideration or explicit mutual forbearance helps demonstrate contract formation in some jurisdictions.

Term and Termination

Specify effective date, duration, renewal conditions, and termination triggers. Include cure periods for breaches and surviving obligations after termination, if any.

Remedies & Governing Law

List remedies, limitation of liability provisions, injunctive relief rights, and the governing state law and venue for disputes to reduce forum-shopping and enforceability uncertainty.

Essential fields required on the form

Party Names: Full legal names

Addresses: Street, city, state, ZIP

Effective Date: MM/DD/YYYY

Consideration: Amount or description

Signer Capacity: Title or authority

Authentication: Notary or witness

Step-by-step: completing a Legal Undertakings Agreement

Follow a simple sequence to reduce errors and ensure the agreement is enforceable and accepted by third parties.

01

Draft the text: Describe the undertaking with measurable terms and dates.
02

Confirm authority: Verify the signer has corporate or delegated authority to bind the party.
03

Decide execution method: Choose electronic signature or wet-signing and any notarization needs.
04

Deliver and retain: Send executed copies to recipients and archives for retention.

How to configure the document for electronic completion

Set up an online workflow that enforces required fields, assigns roles, and captures an audit trail for each signer.

Field \| Configuration	Field name \| Required, format, validation
Template	Set a reusable template for consistent language and required fields
Conditional Fields	Show or hide clauses based on answers to prior questions
Authentication	Require email, SMS code, or stronger ID checks
Audit Trail	Enable timestamps, IP, and certificate logging

Where to send or file the executed agreement

Delivery depends on the recipient’s expectations and any external filing requirements tied to the undertaking.

Counterparty Delivery: Send signed copies to all counterparty signers and counsel.
Regulatory Filing: File with the relevant agency when required by statute or order.
Lender or Escrow: Provide executed originals to closing agents or lenders where specified.
Corporate Records: Retain an executed copy in corporate minute books or digital records.

Sharing and eSignature options for execution

Choose distribution channels and signer authentication that meet recipient and legal requirements.

Email Delivery: Direct signed PDF delivery
Cloud Storage: Store in Google Drive or Box
Integration: Connect to Salesforce or NetSuite

Ensure the chosen method preserves an audit trail and, when necessary, supports advanced signer authentication, secure storage, and exportable records for audits or litigation.

Common timelines and notice periods to include

Define key timing elements so all parties know when obligations start, when notices are effective, and how long cure or reporting windows last.

Effective Date:

Date obligations commence upon signature.

Performance Deadline:

Specify the exact day or measurable milestone for performance.

Cure Period:

Allow a defined period (e.g., 10–30 days) to remedy breaches.

Notice Periods:

Set notice delivery methods and when notices become effective.

Reporting Schedule:

Define frequency for status updates or compliance reports.

Key milestones from draft to final retention

Track sequential milestones so you can monitor execution, delivery, and archival responsibilities.

01

Draft Approval

Internal review and sign-off by legal and stakeholders.

02

Execution

All parties sign and date the agreement.

03

Delivery

Executed copies provided to recipients and any filing entities.

04

Archival

Store final executed copy in secure records.

Common mistakes to avoid when preparing an undertaking

Using vague performance standards that leave obligation timing or scope open to dispute and litigation.
Failing to confirm signatory authority or provide a corporate resolution or power of attorney when required.
Omitting signature dates, effective dates, or clear consideration, which can undermine enforceability or raise statute-of-limitations issues.
Neglecting to attach exhibits or schedules referenced in the undertaking, creating gaps between the promise and the supporting detail.

Potential consequences of an incorrect or incomplete undertaking

Enforceability Risk: Void or unenforceable

Breach Damages: Monetary liability

Injunctive Relief: Court-ordered performance

Regulatory Exposure: Fines or sanctions

Tax Implications: Unexpected liabilities

Confidentiality Loss: Data breaches or leaks

Typical eSignature pricing and feature snapshot for document execution

Pricing and feature availability vary by vendor and plan; signNow appears first for direct cost comparison across common capabilities.

	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	Varies	Varies	Varies	Varies
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Industry scenarios showing how undertakings are used

Two practical examples illustrate common drafting and delivery choices for Legal Undertakings Agreements.

Real Estate Closing

A seller provides a covenant to correct title defects within 30 days, with escrow holdback as security

The undertaking sets clear remedy and reporting requirements
Lenders and title companies accepted an electronically signed agreement with notarized acknowledgements attached, expediting closing while preserving enforcement options.

Healthcare Data Sharing

A provider commits to specific data protection measures when sharing patient records for research

The undertaking references HIPAA safeguards and audit rights
The signed agreement, saved with access logs, addressed regulator concerns and documented the provider’s compliance undertakings.

Frequently asked questions about Legal Undertakings Agreements

Answers to typical execution, validity, and amendment questions when preparing or accepting an undertaking.

Need help? Contact support

Can undertakings be signed electronically?
Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA in adopted states if the parties show intent, consent, attribution, and record retention; confirm exceptions such as wills or court orders.
Is notarization required for enforceability?
Not usually for ordinary commercial undertakings, but some third parties or recording requirements may request notarization or witnesses; check recipient requirements and state law before executing.
What happens if a signer lacked authority?
If a signer lacked authority, the undertaking may be voidable and expose the signer to personal liability. Request evidence of corporate authorization such as a board resolution or POA when necessary.
How do I amend an executed undertaking?
Amendments should be in writing and signed by all original parties or their authorized representatives; include an amendment effective date and reference the original agreement to avoid ambiguity.
How can an undertaking be revoked or canceled?
Revocation requires agreement by the counterparty or compliance with termination clauses in the document; unilateral revocation without contract basis can lead to breach claims.
How should executed copies be stored?
Store executed originals or certified electronic copies with audit trails in a secure records system; maintain retention according to applicable rules such as IRC §6501(a) or 45 CFR §164.530(j) for HIPAA records.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now