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Non-Lit Sign Agreement

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NON-LIT SIGN AGREEMENT

Effective Date:

RECITALS

WHEREAS, Party A is engaged in the business of providing certain services and deliverables relating to ; and

WHEREAS, Party B desires to procure those services and the parties desire to set forth their respective obligations, payment terms and an agreed non-litigation dispute resolution procedure; and

WHEREAS, the parties intend that disputes arising under this Agreement be resolved without resort to litigation except as necessary to enforce an arbitration award or protect proprietary rights.

SCOPE OF WORK

Party A shall provide the services, deliverables and schedule as described below. The parties acknowledge that the Scope of Work identified in this section is integral to payment and dispute-resolution obligations.

PAYMENT TERMS

Late Payment: If any undisputed amount due under this Agreement is not paid within days after the due date, interest shall accrue at a rate of (or the maximum lawful rate, if lower). In addition, the non-breaching party may suspend performance after providing days' written notice.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach.

NON-LITIGATION COVENANT AND DISPUTE RESOLUTION

The parties agree that any controversy, claim or dispute arising out of or relating to this Agreement, or the breach thereof, will be resolved by the following sequential process: (a) good faith negotiation between designated representatives for a period of not less than days; (b) mediation administered by a mutually selected mediator; and (c) if unresolved after mediation, final and binding arbitration conducted by a single arbitrator in accordance with commercially reasonable arbitration procedures selected by the parties. The parties expressly covenant that they will not initiate litigation in any court for resolution of disputes subject to this paragraph except to (i) enforce an arbitration award, or (ii) seek provisional or injunctive relief to protect intellectual property or other proprietary rights.

Each party waives any right to a jury trial in any action or proceeding arising out of this Agreement to the extent permitted by law.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, including business plans, technical data, trade secrets, pricing, customer lists and deliverables. The receiving party shall (a) not use Confidential Information except to perform its obligations under this Agreement, (b) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) take commercially reasonable measures to protect such information from unauthorized disclosure. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Exceptions: Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving party, is independently developed by the receiving party without use of the disclosing party's Confidential Information, or is rightfully obtained from a third party not subject to confidentiality obligations.

GOVERNING LAW; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

ENTIRE AGREEMENT; COUNTERPARTS

This Agreement contains the entire understanding of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No modification to this Agreement is effective unless in writing and signed by both parties. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

NOTICES

All notices, requests and communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or as subsequently updated by written notice).

Party A — Printed Name:

By:

Date:

Party B — Printed Name:

By:

Date:

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What the Non-Lit Sign Agreement Is and when it’s used

A Non-Lit Sign Agreement is a written contract used to document consent, releases, settlements, or administrative resolutions without initiating formal litigation. It records the parties, scope of the agreement, any payments or exchanges, and the authorized signatures that make the arrangement binding. In the United States electronic execution is generally valid under ESIGN (15 U.S.C. ch. 96) and UETA where adopted; parties should confirm any narrow statutory exceptions before relying on an electronic copy. The agreement is commonly retained by counsel, claims administrators, or risk teams as proof of resolution.

Why organizations use a Non-Lit Sign Agreement

The document lets parties finalize disputes, releases, or administrative arrangements efficiently while avoiding court filings. It clarifies obligations, timelines, and payment terms, reduces ambiguity about authority, and creates a durable record suitable for audit and regulatory review.

Why organizations use a Non-Lit Sign Agreement

Who typically prepares and signs this agreement

Common users include in-house counsel, claims teams, vendors, and HR or compliance staff who need clear, signed resolutions without litigation.

  • In-house counsel and compliance teams who require documented releases and chain-of-custody for dispute resolution.
  • Claims administrators and insurers closing claims with structured payment terms and mutual releases.
  • Business units and vendors executing settlement, indemnity, or performance-related acknowledgements.

Distribution and retention duties fall to the preparing party, with signed copies shared to counterparties, legal files, and any required regulators.

Essential sections to include in a professional Non-Lit Sign Agreement

A clear structure reduces ambiguity and enforces expectations. Each section below is commonly included to make the agreement complete, enforceable, and easy to audit.

Parties

Identify full legal names and business types of all signatories, including contact details and a statement of signing authority for each party.

Purpose

Concise statement describing the reason for the agreement, the claims or obligations being resolved, and any factual recitals supporting the settlement.

Scope

Define what rights are released, the temporal scope of obligations, geographic limits, and any exclusions or carve-outs from the release.

Consideration

Set out payments, credits, non-monetary exchanges, or performance obligations that make the release legally binding and enforceable.

Confidentiality

If parties require confidentiality, include precise limits, permitted disclosures, and term length for nondisclosure obligations.

Dispute Handling

Specify non-litigation resolution methods such as mediation or arbitration, governing law, and venue for any subsequent enforcement.

Key technical and compliance elements to record

Audit trail: Timestamps and IP
Encryption: AES-256 at rest
Transport: TLS 1.2/1.3
Access control: Role-based permissions
BAA availability: Required for PHI
Certificate: Signed-completion PDF

Step-by-step: completing and executing the Non-Lit Sign Agreement

Follow a simple sequence to reduce errors and ensure chain-of-custody for the executed agreement.

  • 01
    Prepare draft: Populate parties, scope, consideration, and signature blocks.
  • 02
    Internal review: Have counsel or compliance confirm authority and legal terms.
  • 03
    Send to signer: Use email or secure signing link with authentication.
  • 04
    Store executed copy: Save the signed PDF and audit trail in records.

Configuring an online signing workflow for this agreement

Set these workflow options before sending to reduce friction and preserve evidence of consent and execution.

Field Configuration
Authentication level Email + SMS code or ID check
Signature type Click-to-sign or drawn signature
Conditional fields Show payment fields only when paid
Audit trail Enable IP, timestamp, and event logs

Digital signing and integration considerations

Choose a platform that supports secure audit trails, strong authentication, and the file formats you use in-house.

  • Integrations: Salesforce, NetSuite, Google Workspace
  • File types: PDF, DOCX, HTML
  • Authentication: Email, SMS, ID proofing

Confirm the platform provides encryption (TLS and AES), audit logs, optional HIPAA BAA where required, and straightforward export of signed PDFs plus a machine-readable certificate of completion.

Where to send the signed agreement and what happens next

After execution maintain copies and route to the parties who need custody, compliance review, or accounting.

  • Primary recipient: Send executed copy to the counterparty and retain one copy.
  • Legal file: Place a signed PDF and audit trail in counsel's folder.
  • Accounting: Forward payment terms and invoice details to accounts payable.
  • Regulatory: Provide copies to regulators only when required.

Common preparation and execution mistakes to avoid

  • Using informal or abbreviated names that differ from formation or ID records, creating ambiguity about who is bound.
  • Missing or vague consideration clauses that leave open whether the release is supported by enforceable value.
  • Sending the document without confirming signer authority or required internal approvals, which can later void the agreement.
  • Failing to capture an audit trail or proof of consent when executing electronically, complicating later enforcement.

Primary legal and operational risks

Unenforceable release: May be set aside
Tax consequences: Reporting or withholding issues
Evidence gaps: Weak audit trail risks denial
Authority defects: Signature may lack power
Privacy exposure: Improper PHI handling
Breach claims: Noncompliance can reopen disputes

Downloading and preserving the executed agreement in standard formats

Export formats and archival steps determine how easily the agreement can be retrieved, audited, and reproduced for enforcement or regulatory review.

PDF (Signed)

Export a certifiable PDF that embeds the audit trail, signature timestamps, and a certificate of completion for legal admissibility.

DOCX

Keep an editable DOCX copy for internal recordkeeping, but treat the signed PDF as the authoritative record.

XML / CSV

Export metadata and field data to XML or CSV for ingestion into contract repositories and compliance systems.

Long-term archive

Store signed PDFs with redundant backups and retention tags to meet both federal and state retention requirements.

Pricing and feature comparison for electronic signing vendors (overview)

Compare basic pricing and feature availability across common eSignature vendors; signNow appears first to align with platform-first ordering 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 Yes Yes Yes Yes
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

Frequently asked questions about Non-Lit Sign Agreements

Answers to common questions about execution, enforceability, recordkeeping, and electronic signatures for Non-Lit Sign Agreements.


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