Can this agreement be signed electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and state UETA laws where adopted, provided the parties demonstrate intent, consent, attribution, and retention capability.

When is notarization required?

Notarization is not typically required for a basic Non-Ownership Agreement, but certain jurisdictions or specific uses (e.g., deeds, some affidavits) may require a notary or witnesses; check local requirements before execution.

Who must sign to bind a company?

An authorized officer or agent with express authority should sign; include a title line and, when appropriate, an authority clause or corporate resolution reference to avoid later challenges.

How should I store executed copies?

Retain signed PDFs and audit trails in a secure repository. For industry or regulator-specific retention, follow federal standards such as IRC §6501(a) for tax records or HIPAA 45 CFR §164.530(j) for healthcare.

Can a signed agreement be revoked?

Revocation depends on terms in the agreement. Include termination and return provisions that describe notice, cure periods, and return logistics to control revocation rights and remedies.

What if party names or dates are incorrect?

Minor clerical errors may be corrected by signed amendment or addendum. Material errors affecting identity, effective date, or property description should be remedied with a corrected, re-executed agreement to prevent disputes.

Electronic Signature
Templates
Miscellaneous
Non-Ownership Agreement

Non-Ownership Agreement

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NON-OWNERSHIP AGREEMENT

Parties and Contact Information

Owner (Title Holder) Owner Address Custodian / Holder Custodian Address

Recitals

WHEREAS, Owner represents and warrants that Owner is the lawful legal and beneficial owner of the property identified in this Agreement and retains all right, title and interest in and to that property; and

WHEREAS, Custodian agrees to receive, hold, display, service, transport or otherwise handle the property on behalf of Owner under the terms set forth herein and explicitly acknowledges that no transfer of ownership or title is intended or shall occur by virtue of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the custody, use, care and return of the property.

Description of Property

Detailed Description of Property

Serial numbers, identifying marks, and accompanying accessories (if any):

Scope of Work

Services to be performed by Custodian

Use restrictions: Custodian shall not sell, pledge, encumber, transfer, or grant any license in the property. Any permitted use shall be limited to those activities expressly described in the Scope of Work.

Payment Terms

Total Fee Payment Schedule / Milestones

Late payment: If any payment due to Owner is not received within days of the due date, a late fee of will accrue on the overdue amount, in addition to any other remedies available at law or equity.

Term and Termination

Effective Date: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for days after written notice specifying the breach.

Upon termination or expiration, Custodian shall promptly, and in no event later than days, return the property to Owner in the same condition as received, ordinary wear and tear excepted.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either party to the other in connection with this Agreement, including business, technical, financial, and proprietary information, whether oral, written or electronic.

Obligations: Each party shall hold Confidential Information of the other party in strict confidence, not disclose it to third parties except as necessary to perform under this Agreement and only to those employees or contractors bound by confidentiality obligations at least as protective as those herein, and shall use the Confidential Information solely for purposes of performing obligations under this Agreement.

Exceptions: Confidential Information does not include information that is (a) already known to the receiving party without restriction at the time of disclosure, (b) becomes publicly available through no fault of the receiving party, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the other party's Confidential Information.

Representations, Warranties and Insurance

Owner represents and warrants that Owner has full right, title and authority to enter this Agreement and to grant Custodian possession of the property subject to the non-ownership terms herein.

Custodian represents that it will maintain, at its expense, insurance coverages customary for the type and value of the property while in Custodian's care, including name as additional insured or loss payee as reasonably requested by Owner.

Indemnification and Liability

Custodian shall indemnify, defend and hold harmless Owner and its officers, directors and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Custodian's negligent or willful acts or omissions in connection with the custody, handling or use of the property, except to the extent caused by Owner's gross negligence or willful misconduct.

LIMITATION: Except for liability arising from willful misconduct, gross negligence, or a party's breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, punitive or special damages.

No Transfer of Ownership

Notwithstanding possession by Custodian, Owner retains all legal and equitable title to the property. Custodian shall not assert any lien, security interest, ownership claim, or right of set-off against the property, and any purported transfer, pledge, or encumbrance by Custodian shall be void and of no effect.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws rules. The parties agree that exclusive venue for any dispute arising out of this Agreement shall be the state or federal courts located in that state.

Entire Agreement; Amendment

This Agreement, including all exhibits and schedules referenced herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. No amendment or modification shall be binding unless in writing and executed by authorized representatives of both parties.

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice.

Acknowledgment

By signing below, each party acknowledges that it has read this Agreement, understands its terms, and has the authority to enter into this Agreement. The parties further acknowledge that no transfer of title is intended or effected by this Agreement.

Owner:

By:

Date:

Custodian:

By:

Date:

What a Non-Ownership Agreement Is and when it applies

A Non-Ownership Agreement is a written contract where one party confirms it does not claim legal ownership of specified property, goods, intellectual property, or accounts. Typical uses include consignment relationships, loaned or leased equipment, custodial arrangements, intellectual property license clarifications, and transaction records where possession is separate from title. The agreement clarifies liabilities, limits implied warranties, and records the parties' expectations to avoid later disputes. It does not transfer title; if a transfer of ownership is intended, a separate bill of sale or assignment document should be executed.

Why documenting non-ownership matters legally

A clear Non-Ownership Agreement reduces ambiguity about liability, risk allocation, and tax consequences. Proper execution supports enforceability under electronic-signature laws such as the ESIGN Act (15 U.S.C. ch. 96) and state UETA frameworks where applicable.

Who commonly prepares or signs this agreement

The following parties are frequently involved in Non-Ownership Agreements.

Consignors and consignees where goods are sold on consignment or returned
Lenders and borrowers for loaned equipment or inventory custody
Licensors and licensees clarifying IP possession vs. ownership

Use the agreement to make roles and responsibilities explicit and to support recordkeeping for audits, insurance, or tax purposes.

Typical signers and their roles

Company Officer

A corporate officer or authorized agent who can bind the organization should sign; include title and authority statement to avoid later challenges to authority.

Individual Custodian

An individual who physically controls or stores the property signs to acknowledge non-ownership and agree to custodial responsibilities, insurance, and return conditions.

Core clauses to include in a professional agreement

A robust Non-Ownership Agreement spells out scope, duration, responsibilities, and remedies in clear, enforceable terms tailored to the transaction type.

Parties

Identify full legal names, entity types, and addresses for each party so identity and authority are clear for enforcement and tax records.

Property Description

Provide precise descriptions or schedules for items or IP being referenced, including serial numbers, model numbers, or exhibit attachments when applicable.

Custody and Care

State responsibilities for storage, maintenance, insurance, and access to minimize disputes about negligence or loss.

Non-Ownership Declaration

A clear clause where the custodian expressly disclaims ownership and acknowledges title remains with the named owner or consignor.

Term and Return

Define the effective date, termination conditions, return procedures, and costs for late return or damage.

Liability and Indemnity

Allocate risk, require insurance where appropriate, and set indemnity limits to clarify who bears loss or third-party claims.

Step-by-step: complete and execute the agreement

Follow a consistent sequence to reduce errors and preserve legal integrity.

01

Draft: Customize clauses to the transaction and attach exhibits.
02

Verify Parties: Confirm legal names and signer authority.
03

Sign: Execute with required signatures, dates, and witness/notary if required.
04

Distribute: Provide fully executed copies to all parties and retain originals.

Recommended digital workflow settings

Configure a digital signing workflow that captures identity and an audit trail for enforceability and recordkeeping.

Field	Configuration
Signature Field	Require signed name and date; lock after signing
Authentication	Use email + SMS code for signer verification
Attachments	Require exhibit upload for property lists
Retention	Enable PDF export and audit trail retention

Where to send or file the completed agreement

After execution, route copies to stakeholders and keep a signed master for legal records.

Owner: Provide a signed copy to the titled owner
Custodian: Retain original with custodian for reference
Accounting: Send copy for tax and asset records
Legal: Store with contract repository for audits

Digital signing and technical considerations

Choose a platform that captures an audit trail, supports required authentication, and stores signed PDFs securely.

File Formats: Accepts PDF and DOCX
Authentication: Email, SMS, or multi-factor
Audit Trail: IP, timestamp, and action log

Ensure the platform supports your compliance needs (e.g., HIPAA BAA if healthcare) and permits export of signed records and audit logs.

Typical timing and delivery expectations

Establish clear dates to avoid ambiguity: effective date, inspection periods, return windows, and insurance notice windows should all be explicit.

Effective Date:

Date set in the Effective Date field upon signing

Inspection Period:

Commonly 7–30 days for physical condition review

Return Window:

Specify timeframe for returning items after termination

Insurance Notice:

Require certificate within a set number of days

Record Delivery:

Deliver executed copies immediately after signing

Common drafting and execution mistakes

Vague descriptions that omit serial numbers or quantities, which create enforceability gaps and dispute risk.
Failing to confirm signer authority or corporate signature blocks, leading to challenges on capacity to bind the entity.
Not specifying insurance or indemnity, shifting unexpected loss to owners or custodians after loss or damage.
Relying on oral agreements for return terms or condition assessments, undermining written contract clarity.

Potential consequences of a flawed agreement

Liability Exposure: Custodian may be liable for damage or loss

Tax Risk: Incorrect ownership reporting can trigger tax adjustments

Insurance Gaps: Missing endorsements may void claims

Contract Disputes: Ambiguity leads to litigation or arbitration

Recordkeeping Fines: Failure to retain records may breach regulations

Reputational Harm: Operational failures can damage business relationships

Real-world examples of using electronic signing for custody agreements

Organizations of different sizes use e-sign workflows to execute custody and non-ownership documents securely and quickly.

Optica Ventures (COO)

Optica uses e-signatures for operational contracts and custody confirmations.

The interface is simple and easy-to-use.
The digital process reduced turnaround time and made it simpler for clients to sign custody acknowledgements without in-person meetings.

Martin Properties (Founder)

Martin Properties executed property custody acknowledgements online to speed closings.

Paperwork could be signed on mobile or desktop.
Managing executed copies electronically helped the firm maintain compliance while reducing the administrative burden of distributing and storing physical originals.

Sample eSignature vendor comparison for executing this agreement

Basic pricing and capability differences among common eSignature providers. signNow is listed first for comparison consistency — verify vendor plans for strict feature parity or enterprise options.

	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	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions about Non-Ownership Agreements

Answers to common execution, enforceability, and storage questions to help you avoid routine problems when completing a Non-Ownership Agreement.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and state UETA laws where adopted, provided the parties demonstrate intent, consent, attribution, and retention capability.
When is notarization required?
Notarization is not typically required for a basic Non-Ownership Agreement, but certain jurisdictions or specific uses (e.g., deeds, some affidavits) may require a notary or witnesses; check local requirements before execution.
Who must sign to bind a company?
An authorized officer or agent with express authority should sign; include a title line and, when appropriate, an authority clause or corporate resolution reference to avoid later challenges.
How should I store executed copies?
Retain signed PDFs and audit trails in a secure repository. For industry or regulator-specific retention, follow federal standards such as IRC §6501(a) for tax records or HIPAA 45 CFR §164.530(j) for healthcare.
Can a signed agreement be revoked?
Revocation depends on terms in the agreement. Include termination and return provisions that describe notice, cure periods, and return logistics to control revocation rights and remedies.
What if party names or dates are incorrect?
Minor clerical errors may be corrected by signed amendment or addendum. Material errors affecting identity, effective date, or property description should be remedied with a corrected, re-executed agreement to prevent disputes.

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