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Representation Right Agreement

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REPRESENTATION RIGHT AGREEMENT

This Representation Right Agreement ("Agreement") is made as of by and between Principal Name: with principal address: ("Principal"), and Representative Name: with address: ("Representative").

RECITALS

WHEREAS, Principal is engaged in the business of providing certain services and/or products and possesses the rights, interests, and authority to grant representation rights in respect of those services and/or products; and

WHEREAS, Representative has expertise and established relationships for promoting, negotiating, and procuring engagements, contracts or transactions on behalf of Principal; and

WHEREAS, the parties desire to set forth the terms under which Representative will have the right to represent Principal for the purposes and scope set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. APPOINTMENT AND GRANT OF RIGHTS

1.1 Appointment. Principal hereby appoints Representative, and Representative accepts such appointment, to act as a representative of Principal for the purpose of soliciting, negotiating and procuring contracts, engagements, licenses or sales described in Section 1.2 (collectively, "Opportunities") on the terms set forth in this Agreement.

1.2 Scope of Representation. The rights granted hereunder shall apply to the following territory and subject matter: Representative's authority to bind Principal shall be limited to negotiation and introduction unless Principal provides express written authorization otherwise.

2. EXCLUSIVITY

2.1 Exclusive Rights. Representative shall have the following exclusivity status for the Territory and Opportunities described above: If neither box is selected, the representation shall be deemed non-exclusive.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the effective date set forth above and continue for a period of months, unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective date of termination.

3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

4. COMPENSATION; COMMISSION

4.1 Commission. Principal shall pay Representative a commission equal to % of the Gross Revenue actually received by Principal from each Opportunity introduced by Representative during the Term.

4.2 Payment Terms. Commissions shall be payable within days after Principal's receipt of payment from the relevant third party. "Gross Revenue" means all amounts actually received by Principal from third parties in respect of an Opportunity, less only taxes actually collected and remitted to taxing authorities.

4.3 Post-Termination Commissions. Representative shall be entitled to commissions on Opportunities introduced during the Term that result in payment to Principal within months after termination, subject to any offsets for refunds or chargebacks.

5. REPRESENTATIONS AND WARRANTIES

5.1 By Principal. Principal represents and warrants that (a) it has full right, power and authority to enter into this Agreement and to grant the rights granted herein; (b) the execution and performance of this Agreement will not violate any agreement to which Principal is a party; and (c) all information provided to Representative regarding Opportunities is true and complete to the best of Principal's knowledge.

5.2 By Representative. Representative represents and warrants that (a) it will perform its duties in a professional manner in accordance with industry standards; (b) it will comply with all applicable laws and regulations in performing its obligations; and (c) it has not made any material misrepresentation to Principal.

6. CONFIDENTIALITY

6.1 Confidential Information. For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information, reasonably should be understood to be confidential.

6.2 Obligations. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted hereunder; and (c) use Confidential Information solely to perform its obligations under this Agreement. The foregoing shall not apply to information that is or becomes publicly known through no breach of this Agreement or that is independently developed by the receiving party.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Principal retains all right, title and interest in and to its intellectual property, trademarks, trade names, service marks and copyrighted materials. Representative acquires no ownership rights by virtue of this Agreement.

7.2 Use. Representative may use Principal's trademarks and marketing materials solely for the purpose of performing under this Agreement and only in accordance with Principal's written guidelines.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Indemnification by Principal. Principal shall indemnify, defend and hold harmless Representative and its affiliates and their respective officers, directors and employees from and against any third-party claims, liabilities, losses or expenses arising out of Principal's breach of this Agreement, infringement of third-party rights, or fraud or willful misconduct.

8.2 Indemnification by Representative. Representative shall indemnify, defend and hold harmless Principal from and against any claims resulting from Representative's negligence, willful misconduct or breach of this Agreement.

8.3 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct or indemnification obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and each party's aggregate liability shall be limited to the greater of (a) the total commissions paid to Representative under this Agreement in the twelve (12) months preceding the claim, or (b) five thousand dollars ($5,000).

9. NOTICES

All notices under this Agreement shall be in writing and delivered to the parties at the following addresses (or to such other address as either party may specify in writing):

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by both parties.

10.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right, nor shall a waiver of any breach be deemed a waiver of any subsequent breach.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

11.2 Entire Agreement. This Agreement, together with any written schedules or addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

12. MISCELLANEOUS PROVISIONS

12.1 Independent Contractor. Representative is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties except as expressly set forth herein.

12.2 Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Principal may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

Principal

Party Label:

By:

Date:

Representative

Party Label:

By:

Date:

Enter text✕

What a Representation Right Agreement Is and When it’s Used

A Representation Right Agreement is a written contract where one party (the grantor) gives another party (the representative or agent) authority to act or speak on the grantor’s behalf with third parties. Typical uses include authorizing an agent to negotiate contracts, represent a client before vendors or government agencies, or manage specified transactions. The agreement defines the scope of authority, duration, limitations, compensation if any, and any confidentiality or indemnity terms. It is a legally binding bilateral instrument when properly executed and can be delivered electronically under U.S. e-signature laws.

Why formalizing representation rights matters

A clear Representation Right Agreement reduces disputes by defining scope, limits, and duration; allocates liability; and documents authority for third parties. Proper formality also supports enforceability under federal and state e-signature laws such as the ESIGN Act and UETA where applicable.

Why formalizing representation rights matters

Who commonly creates, signs, or receives this agreement

Typical parties and recipients who handle a Representation Right Agreement are listed below.

  • Principals and grantors: Individuals or entities delegating authority to act for business, transaction, or legal matters.
  • Agents and representatives: Licensed agents, attorneys, brokers, or appointed managers who accept the authority to act.
  • Counterparties and third parties: Vendors, government offices, banks, or service providers who rely on the representative’s authority.

Identifying roles upfront clarifies who signs, who receives copies, and who must be notified of any revocation.

Core elements to include in a professional agreement

A well-drafted Representation Right Agreement contains clear, discrete sections so parties and third parties can rely on the document without ambiguity.

Grant of Authority

Specify the exact powers granted, including limits, excluded actions, and any approvals required from the grantor.

Scope and Purpose

Define the subject matter (e.g., contract negotiation, document filing, property management), geographic limits, and permitted transaction types.

Effective Term

State the effective date, expiration or automatic renewal terms, and any conditions that trigger termination.

Compensation

Describe fees, commissions, expense reimbursement, invoicing schedule, and any holdbacks or clawbacks.

Liability & Indemnity

Allocate risk, set indemnification obligations, and clarify whether representative acts bind the principal financially.

Confidentiality

Require protection of sensitive information and include any data-handling or HIPAA-related obligations where applicable.

Step-by-step: completing and executing the agreement

Follow these steps in sequence to create, approve, and finalize a usable Representation Right Agreement.

  • 01
    Draft terms: Define parties, scope, term, compensation, and limits in plain language.
  • 02
    Review and approve: Have counsel or an authorized reviewer confirm compliance and clarity.
  • 03
    Sign and authenticate: Execute with signatures, and add notary or witness if required.
  • 04
    Distribute copies: Provide signed copies to the representative, grantor, and relevant third parties.

Configuring a digital signing workflow for this agreement

A consistent digital workflow reduces errors and ensures reliable evidence for each signing event.

Field Configuration
Authentication Email plus optional SMS code for signer verification
Signature Order Choose sequential or parallel signing per role
Field Types Use signature, initial, date, and conditional scope fields
Audit & Retention Enable timestamped audit trail and secure record storage

How electronic execution and delivery typically flows

Electronic workflows follow a repeatable sender→signer→recipient model; each stage produces the evidence needed for enforceability and recordkeeping.

  • Upload document: Sender uploads final agreement in PDF or DOCX format
  • Place fields: Add signature, date, and conditional fields where needed
  • Send to signers: Distribute by email or secure link for authentication
  • Receive completed copy: Signed PDF and audit trail are returned to all parties

Technical considerations for eSigning and eSubmission

Ensure the chosen eSignature platform supports required authentication, document formats, and retention to meet legal and industry needs.

  • File formats: PDF, DOCX supported
  • Authentication: Email, SMS, or KBA options
  • Integrations: CRM and cloud storage connectors

Confirm platform security (TLS/AES encryption) and compliance features such as audit trails, HIPAA BAA availability, and long-term archival before finalizing your workflow.

Key timing items to track for each agreement

Track effective dates, renewal and notice windows, plus deadlines for any filings or third-party notifications tied to the agreement.

Effective date:

MM/DD/YYYY on signature page; governs when authority begins

Representative response:

Set a deadline for acceptance or acknowledgment by the representative

Renewal notice:

Specify days before expiration when renewal must be sent

Termination notice:

State required notice period and method for revocation

Filing or notice deadlines:

Include any statutory filing or recipient notification dates

Milestones from draft to archived record

Use a milestone checklist to ensure each stage completes on time and that records are preserved.

01

Draft complete

All terms finalized and approved by internal reviewers

02

Legal review

Counsel confirms compliance and limits before execution

03

Execution

Signatures obtained and authentication recorded

04

Archival

Signed agreement and audit trail stored securely

Common preparation errors to avoid

  • Imprecise scope language that allows unintended authority expansion and leads to disputes with third parties.
  • Mismatched or informal names that create authentication problems and delay acceptance by banks or government offices.
  • Failing to specify termination or revocation procedures, leaving parties unsure how to end the representative’s authority.
  • Omitting required witness or notarization steps where state law or counterparty policies require them.

Short-form summary of legal and financial risks

Invalid Representation: May be unenforceable
Contract Disputes: Leads to third-party liability
Financial Exposure: Representative actions may bind principal
Regulatory Risk: Noncompliance penalties possible
Tax Consequences: Misreporting or withholding issues
Revocation Ambiguity: Hard to prove notice given

Who may sign and attest to the agreement

Grantor — Principal

The individual or authorized corporate officer who grants authority. Must have legal capacity; corporate signers should include title and evidence of signing authority.

Representative — Agent

The person or entity accepting representation. Should sign, date, and include contact details, licensure (if applicable), and any required acceptance language.

Supporting documents, export options, and evidence to retain

Collect companion documents and use consistent export formats to preserve evidentiary weight and make compliance audits straightforward.

Supporting Documents

Attach exhibits such as powers of attorney, corporate resolution, ID copies, or proof of authority to bind an entity.

Execution Formats

Export signed agreements as PDF/A for long-term preservation; include a separate audit trail file showing timestamps and signer authentication.

Version Control

Track drafts and final versions, noting who approved changes and when to prevent disputes about which version governs.

Audit Trail

Retain evidence of signer IP, timestamps, authentication method, and any consent to electronic records for enforceability.

Representative eSignature pricing and capability snapshot (signNow first)

Compare basic starting prices and common capability indicators to evaluate platforms for executing Representation Right Agreements; plan details vary by vendor and tier.

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 Free trial available Free trial available Free trial available Free trial available
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 Representation Right Agreements

Answers to common legal, procedural, and eSignature questions when preparing or relying on a Representation Right Agreement.


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