Can this be e-signed?

Yes in most commercial and interstate contexts. Electronic signatures meet the ESIGN Act (15 U.S.C. ch. 96, 2000) and UETA where adopted if you can show intent, consent, signer attribution, and reliable record retention.

Are notarization or witnesses required?

It depends on state law and the document purpose. Some jurisdictions require notary acknowledgement or witnesses for certain instruments; remote online notarization (RON) is permitted in many states subject to identity proofing and recording rules.

How long should I keep signed copies?

Retention depends on content: follow IRS rules (IRC §6501(a)) for tax-related records, HIPAA (45 CFR §164.530(j)) for PHI, and any industry or contract-specific periods; retain the longest applicable term.

What if possession changes after signing?

Include a notice-and-amendment clause. When possession changes, execute an amendment or replacement agreement noting date, new possessor, and condition; preserve the audit trail and notify insurers and affected parties promptly.

How do I prove non-possession in a dispute?

Maintain exhibits such as custody receipts, shipping documentation, third-party custody agreements, and signed declarations. Use notarized or electronically timestamped records and preserved audit trails showing signer identity and timestamps.

Can I use signNow for execution?

signNow supports electronic execution with audit trails, PDF and DOCX imports, and HIPAA compliance when a BAA is in place. Platform offerings include Business, Business Premium, Enterprise, and Site License tiers to match different volume and integration needs.

Electronic Signature
Templates
Miscellaneous
Non-Possessing Agreement

Non-Possessing Agreement

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

NON-POSSESSING AGREEMENT

Parties

Owner Name:

Owner Address

Non-Possessing Party Name:

Non-Possessing Party Address

Recitals

WHEREAS, Owner is the lawful owner of certain tangible property described as: (the "Property"); and

WHEREAS, Owner and Non-Possessing Party desire to define their respective rights and obligations with respect to the Property, and specifically to document the Non-Possessing Party's agreement to refrain from taking physical possession of the Property while permitting certain limited uses or other arrangements set forth below; and

WHEREAS, the parties intend that this Agreement become effective as of: / / (Effective Date).

Scope of Arrangement

The parties agree that the Non-Possessing Party shall not take custody or physical possession of the Property. The limited uses, services, or activities permitted with respect to the Property, and the responsibilities of each party in relation to those limited uses, are described below.

Detailed Description of Permitted Uses and Obligations

Payment Terms

As consideration for the arrangement set forth in this Agreement, the Non-Possessing Party shall pay Owner the amounts and on the schedule set forth below.

Total Amount Payable Payment Schedule Late Fee

All payments shall be made in lawful funds and delivered to the Owner at the address specified above unless otherwise directed in writing. Failure to make timely payment as required shall permit Owner to exercise the remedies provided in this Agreement, including termination where material.

Term and Termination

Term Commencement: This Agreement shall commence on / / .

Termination Date: This Agreement shall expire on / / , unless earlier terminated pursuant to this Agreement.

Notice Period for Termination Without Cause Termination for Cause — Specific Grounds

Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, or other information marked or identified as confidential or which a reasonable person would understand to be confidential.

Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to those employees or agents with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations of confidentiality shall survive termination for a period of three (3) years, unless a longer period is required by applicable law.

If the parties have a specific definition of Confidential Information, describe here

Liability; Indemnification

The Non-Possessing Party shall indemnify, defend, and hold harmless Owner from and against any and all claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the Non-Possessing Party's breach of this Agreement, negligent acts, willful misconduct, or use of the Property inconsistent with the limited uses permitted herein. Owner's liability to the Non-Possessing Party for any claim arising from this Agreement shall be limited to direct damages and shall not include consequential, incidental, punitive, or exemplary damages.

Insurance

Required Insurance Coverage

Governing Law; 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 principles. Any dispute arising out of or in connection with this Agreement shall be resolved by the courts of that State, unless the parties agree in writing to alternative dispute resolution.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, that the execution and delivery of this Agreement has been duly authorized by all necessary action, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties acknowledge that no joint venture, partnership, or employment relationship is created by this Agreement.

Owner (Party A) Printed Name:

By (Signature):

Date:

Non-Possessing Party (Party B) Printed Name:

By (Signature):

Date:

What a Non-Possessing Agreement Is

A Non-Possessing Agreement is a written contract where one party affirms it does not currently possess specified property, goods, records, or control over a particular asset and documents the parties’ rights and responsibilities while possession remains elsewhere. These agreements clarify liability, storage, access, insurance, and transfer conditions, and are used when possession affects risk allocation, regulatory compliance, or contract performance. Versions vary by industry — for example, for equipment leasing, warehouse storage, or data custody — and the document can be executed electronically where permitted by applicable e-signature law.

Why a Clear Non-Possessing Agreement Matters

Use a Non-Possessing Agreement to reduce ambiguity about custody, allocate risk and insurance responsibility, and create a clear record for audits or disputes. When signed electronically, ensure ESIGN and UETA requirements for intent, consent, attribution, and retention are satisfied.

Who Commonly Uses These Agreements

Typical users include custodial businesses, lenders, lessors, and third-party storage providers who need formal proof that possession rests elsewhere.

Custodial and warehouse operators documenting third-party storage terms and liability limits.
Lenders and lessors recording that collateral is not in borrower or lessee possession.
Corporate compliance teams creating audit-ready evidence of control, access, and insurance arrangements.

The agreement also serves compliance teams, insurers, and legal counsel documenting control and transfer conditions during audits or transactions.

Representative Signers and Users

Warehouse Manager

A warehouse manager verifies inventory records and signs to confirm non-possession for items stored offsite. They use the agreement to assign handling responsibilities, confirm insurance coverages, and provide evidence during loss investigations or claims.

General Counsel

General Counsel reviews Non-Possessing Agreements to ensure clear risk allocation, compliance with state law, and enforceable signature blocks. They advise on governing law, retention requirements, and whether electronic execution satisfies statutory exceptions.

Essential Sections to Include

Core sections of a Non-Possessing Agreement define parties, described property, statement of non-possession, risk allocation, access and insurance terms, and signature and effective date provisions.

Parties

Identify each party with full legal names, business entity type, and contact details. Include registered agent or service address when an entity is a signatory to ensure enforceability and notice delivery.

Property Description

Describe the asset precisely — serial numbers, SKU, location, and any unique identifiers. Ambiguity in description can undermine liability limits or insurance claims and complicate enforcement.

Non-Possession Statement

A clear declarative clause that the signing party does not possess the listed items now and will notify recipients if possession status changes. Include date and context of non-possession.

Risk & Insurance

Allocate responsibility for loss, damage, or theft while non-possession persists. State required insurance minimums, named insureds, and procedures for filing claims or substituting coverage.

Access & Custody

Specify who may access the asset, under what conditions, and the process for inspection, retrieval, or transfer. Address third-party custodians and chain-of-custody documentation.

Signatures

Include signature blocks with printed name, title, date, and witness or notary space if required by law. Define authorized signers and attach specimen signature pages if needed.

Step-by-Step Completion Checklist

Follow these sequential steps to complete and validate a Non-Possessing Agreement for enforceability and audit readiness.

01

Gather Parties: Collect legal names, addresses, and contact emails.
02

Describe Items: List serial numbers and precise locations.
03

Allocate Risk: Define insurance and liability responsibilities.
04

Execute & Record: Sign, date, and store with retention metadata.

How to Configure an Online Signing Workflow

Configure online fields and routing to mirror the paper agreement and include authentication and retention settings.

Field	Configuration
Signature Field	Require signer name and date, optional initials.
Authentication	Email link by default; add SMS code for higher assurance.
Conditional Fields	Show insurance info only if liability assigned to signer.
Retention Policy	Set retention metadata and exportable audit trail.

Submission and Routing Overview

Routing and submission steps for delivery, signing, and record retention in electronic workflows are typically linear and auditable.

Upload Document: Sender uploads the agreement as PDF or DOCX.
Place Fields: Add signature, date, and conditional insurance fields.
Invite Signers: Send secure email or link; include consent disclosure.
Store Audit Trail: Capture timestamps, IPs, and completion certificates.

Technical Requirements for eSigning and Storage

Digital signing requires compatible file formats, signer authentication, and evidence of intent and consent for legal enforceability.

File Types: PDF, DOCX supported.
Integrations: CRM, cloud storage, ERP systems.
Authentication: Email, SMS code, KBA options.

Key Timing and Notice Considerations

Key timing considerations for Non-Possessing Agreements include execution dates, notice periods, renewal windows, and record retention triggers.

Execution Date:

Enter as MM/DD/YYYY; governs effective rights and obligations.

Notice of Possession Change:

Specify notice period and method for reporting regained possession.

Insurance Notification:

Set deadlines for providing proof of insurance after signing.

Renewal or Review:

Define automatic renewal or periodic review intervals.

Record Retention Trigger:

State when retention clock starts (effective date or signing date).

Common Preparation Mistakes to Avoid

Using vague property descriptions that omit serial numbers, quantities, or precise locations undermines enforceability and complicates insurance claims.
Failing to confirm the signer’s authority to bind an entity, such as missing corporate resolution or power-of-attorney documentation.
Not including notice procedures or timelines for when possession status changes, which can delay remediation or insurance coverage.
Relying on handwritten signatures without recorded audit trails when e-signatures are used, leaving gaps in attribution and timestamp evidence.

Principal Risks and Consequences

Liability Exposure: Unclear custody increases litigation risk.

Insurance Denial: Coverage may be denied for vague terms.

Contractual Breach: Third-party claims for nonperformance.

Regulatory Noncompliance: Industry rules (HIPAA, SEC) penalties possible.

Financial Loss: Replacement or recovery costs may rise.

Tax/Withholding: Incorrect filings may trigger backup withholding.

Baseline Pricing and Feature Snapshot

Compare baseline pricing and common feature availability across popular e-signature vendors to choose an appropriate platform for Non-Possessing Agreement workflows.

	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	Varies	Varies	Varies
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 e-signing, notarization, retention, and enforcement for Non-Possessing Agreements.

Need help? Contact support

Can this be e-signed?
Yes in most commercial and interstate contexts. Electronic signatures meet the ESIGN Act (15 U.S.C. ch. 96, 2000) and UETA where adopted if you can show intent, consent, signer attribution, and reliable record retention.
Are notarization or witnesses required?
It depends on state law and the document purpose. Some jurisdictions require notary acknowledgement or witnesses for certain instruments; remote online notarization (RON) is permitted in many states subject to identity proofing and recording rules.
How long should I keep signed copies?
Retention depends on content: follow IRS rules (IRC §6501(a)) for tax-related records, HIPAA (45 CFR §164.530(j)) for PHI, and any industry or contract-specific periods; retain the longest applicable term.
What if possession changes after signing?
Include a notice-and-amendment clause. When possession changes, execute an amendment or replacement agreement noting date, new possessor, and condition; preserve the audit trail and notify insurers and affected parties promptly.
How do I prove non-possession in a dispute?
Maintain exhibits such as custody receipts, shipping documentation, third-party custody agreements, and signed declarations. Use notarized or electronically timestamped records and preserved audit trails showing signer identity and timestamps.
Can I use signNow for execution?
signNow supports electronic execution with audit trails, PDF and DOCX imports, and HIPAA compliance when a BAA is in place. Platform offerings include Business, Business Premium, Enterprise, and Site License tiers to match different volume and integration needs.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now