Can this be e-signed?

Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Confirm exceptions such as wills, certain court filings, and state-specific exceptions before using e-signatures for those matters.

When is notarization required?

Most sales and use tax agreements do not require notarization. Notarization or RON may be necessary if the agreement includes sworn statements, affidavits, or state-specific formalities; check the state's notary rules before execution.

What if a resale certificate is missing?

If a valid resale certificate is not provided, the seller may be liable for unpaid sales tax, interest, and penalties. Sellers should either collect tax at the point of sale or document reasonable efforts to obtain the certificate and preserve communications for audit defense.

How long should I keep records?

Retain executed agreements and supporting resale certificates for at least three years per IRS guidance; industry or state rules may require longer retention — HIPAA requires six years for health records and some states require extended periods.

Who must sign the agreement?

An authorized officer, owner, or employee with explicit signature authority should sign. Print the signer's name and title, and retain corporate authorization or delegation documents to show signing authority if requested by auditors.

Can the agreement be amended later?

Yes. Amendments should be in writing, reference the original agreement, state an effective amendment date, and be signed by authorized representatives. Update attached resale certificates and notify tax or accounting teams of material changes.

Electronic Signature
Templates
Tax
Sales and Use Tax Agreement

Sales and Use Tax Agreement

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SALES AND USE TAX AGREEMENT

Parties and Identification

Taxpayer Name Business Name (if different) Business Address

Contact Name

Contact Phone

Contact Email

Tax Jurisdiction and Registration

Tax Jurisdiction: State Registration No.:

Effective Date:

Entity Type

Individual / Sole Proprietor C Corporation S Corporation Partnership Trust / Estate LLC Other

Taxpayer Identification Number

Social Security Number (SSN): Employer Identification Number (EIN):

Agreement Terms

1. Collection and Remittance. Taxpayer acknowledges and agrees to collect sales or use tax where required by the taxing jurisdiction named above on all taxable retail sales, leases, rentals, or other taxable transactions and to remit such taxes, together with any required returns, by the due dates prescribed by that jurisdiction. Taxpayer remains solely responsible for timely remittance and for the accuracy of all returns and payments.

2. Exemption and Resale Certificates. Taxpayer shall accept, retain and honor valid exemption, resale or exemption-from-use certificates in the form required by the jurisdiction. Taxpayer certifies that it will maintain the original certificates in its records and rely on them only when the certificates meet the legal requirements of the jurisdiction.

3. Recordkeeping. Taxpayer shall retain complete and accurate records of taxable and exempt transactions, exemption certificates, invoices, and returns for the period required by applicable law. Records shall be sufficient to substantiate tax treatment and to support audits or inquiries by the jurisdiction.

4. Audit Cooperation. Taxpayer shall cooperate with any authorized examination, audit or inquiry by the taxing jurisdiction and shall provide copies of invoices, exemption certificates and other records upon lawful request.

5. Indemnification. To the fullest extent permitted by law, Taxpayer shall indemnify, defend and hold harmless the taxing jurisdiction and its officers, employees and agents from and against any and all liabilities, claims, penalties, interest and expenses (including reasonable attorneys' fees) arising out of Taxpayer's failure to collect or remit taxes, acceptance of invalid exemption certificates, or other breach of this Agreement.

6. Liability for Interest and Penalties. Taxpayer is responsible for all interest and penalties resulting from late payments, underpayments, or incorrect returns, except to the extent caused solely by the taxing jurisdiction's erroneous guidance in writing.

7. Termination. This Agreement may be terminated by written notice from Taxpayer upon 30 days' written notice or earlier by operation of law. Termination does not relieve Taxpayer of obligations for periods prior to termination, including record retention and remittance responsibilities.

Additional Provisions

Special Agreements or Conditions

Certification and Perjury Statement

By signing below, I certify, under penalty of perjury, that:

1. The information provided on this Sales and Use Tax Agreement is true, correct and complete to the best of my knowledge.

2. I am authorized to execute this Agreement on behalf of the taxpayer identified above and I understand that the taxpayer remains liable for collection, reporting and remittance of taxes as required by law.

3. I will maintain records and exemption documentation adequate to support all claimed exempt transactions and will produce such records upon lawful request by the taxing jurisdiction.

4. I understand that failure to comply with the terms of this Agreement, or with applicable tax law, may result in assessment of tax, interest, penalties and other remedies available to the jurisdiction.

Signature

Taxpayer Name:

Title / Capacity:

Signature:

Date:

What a Sales and Use Tax Agreement Is and why it matters

A Sales and Use Tax Agreement is a written contract that sets out whether a seller will collect sales tax at the point of sale or whether the buyer is responsible for use tax on a purchase. It clarifies tax treatment for taxable goods and services, specifies exemptions or resale certificate acceptance, allocates indemnity for tax liabilities, and identifies the governing jurisdiction for tax compliance. These agreements help businesses manage nexus, audit risk, and reporting obligations by assigning responsibilities for registration, filing, and payment of state and local taxes related to transactions.

Why documented tax allocation reduces exposure

A Sales and Use Tax Agreement reduces audit exposure, allocates financial responsibility for tax liabilities, clarifies resale certificate handling, and documents who must register and remit taxes. Clear agreements streamline compliance and lower the risk of disputes or unexpected tax assessments.

Who typically relies on these agreements

Sellers, purchasers, accounting, tax compliance, procurement, and legal teams use Sales and Use Tax Agreements to assign tax responsibilities and manage liability.

Sellers: determine collection obligations, accept resale certificates, and remit taxes or assign liability.
Buyers: provide valid resale certificates and accept responsibility for use tax where applicable.
Tax and legal teams: review jurisdictional rules, draft indemnities, and manage audit responses.

Both small businesses and enterprises use them to support audit defense, document exempt sales, and clarify remittance duties.

Step-by-step: completing the Sales and Use Tax Agreement

Follow these steps to complete a Sales and Use Tax Agreement accurately and reduce compliance risk during execution and reporting.

01

Gather Details: Collect buyer, seller, and transaction information, including product descriptions.
02

Confirm Tax Status: Verify resale certificates and exemption eligibility for the jurisdiction.
03

Allocate Liability: Specify which party will collect, remit, and indemnify tax liabilities.
04

Sign and Store: Obtain authorized signatures and retain records per retention rules.

Configure an online workflow for execution and storage

Configure an online workflow to collect signatures, store certificates, and route executed Sales and Use Tax Agreements to appropriate teams.

Field	Configuration
Signer Order	Sequential or parallel; assign roles such as Seller, Buyer, and Tax Reviewer.
Authentication	Email link, SMS code, or multi-factor for high-risk transactions.
Attachments	Require uploaded resale certificates and supporting exemption forms.
Storage Location	Secure cloud folder, retention policy applied per compliance requirements.

Where executed agreements should be sent and how responsibilities flow

This sequence shows where to send the executed agreement and how tax responsibilities are routed between parties and agencies.

Seller Files: Seller registers and files returns with state Department of Revenue when collecting tax.
Buyer Reports: Buyer self-reports use tax to state if seller does not collect.
Attach Certificates: Attach resale certificates to transaction records for audit support.
Audit Proof: Retain signed agreement and audit trail for state audits.

Technical considerations for eSigning and recordkeeping

Electronic execution requires an eSignature provider that supports audit trails, secure storage, and certificate attachments.

eSignature: Audit trail with timestamps and user attribution.
Storage: Encrypted cloud storage with access controls.
Integrations: ERP, CRM, and document management connectors.

Key timelines and reporting expectations

Key filing and reporting timelines depend on jurisdiction and transaction type; meet payer deadlines to avoid penalties and backup withholding.

Effective date and commencement of obligations:

Obligations begin on the agreement's effective date.

State registration and permit deadlines:

Register with state Department of Revenue before first taxable sale.

Tax remittance and filing frequency:

Follow state schedule: monthly, quarterly, or annual filing and payment.

Resale certificate retention and recordkeeping expectations:

Keep copies per state rules; many states require 3–4 years.

Responding to state tax audit requests:

States may examine records for multiple years; respond promptly to audit notices.

Sequenced milestones for execution and compliance

A staged timeline helps parties complete obligations: negotiation, signature, registration, collection, and ongoing remittance monitoring.

01

Negotiate terms

Agree on who collects, who remits, and indemnity language.

02

Execute agreement

Obtain authorized signatures and timestamp the effective date.

03

Register with state

If collecting tax, seller must register and obtain permits.

04

Ongoing compliance

File returns, remit payments, and retain supporting documents.

Common preparation mistakes to avoid

Accepting an incomplete or expired resale certificate without verification, which exposes the seller to tax liability and potential audit penalties.
Failing to specify jurisdiction and choice of law, creating disputes over which state's tax rules apply to the transaction.
Allocating tax responsibility ambiguously, leaving both parties exposed if a state determines tax was due and uncollected.
Not updating agreements after nexus changes or legislative updates, causing noncompliance with new collection obligations.

Penalties and financial risks from incorrect agreements

State Assessments: Back taxes, interest, and penalties.

Interest Charges: Accrued from date tax was due.

Civil Penalties: Percent-based fines or flat fees.

Criminal Exposure: Willful evasion can trigger prosecution.

Audit Costs: Professional fees and administrative burdens.

Backup Withholding: 24% withholding for incorrect TINs.

Comparing eSignature vendors for Sales and Use Tax Agreements

Common plan features and starting prices for eSignature vendors relevant to executing Sales and Use Tax Agreements are listed below for comparison.

	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

FAQs and common eSignature issues for Sales and Use Tax Agreements

Frequently asked questions address common legal, filing, and eSignature issues for Sales and Use Tax Agreements.

Need help? Contact support

Can this be e-signed?
Yes. Electronic signatures are generally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Confirm exceptions such as wills, certain court filings, and state-specific exceptions before using e-signatures for those matters.
When is notarization required?
Most sales and use tax agreements do not require notarization. Notarization or RON may be necessary if the agreement includes sworn statements, affidavits, or state-specific formalities; check the state's notary rules before execution.
What if a resale certificate is missing?
If a valid resale certificate is not provided, the seller may be liable for unpaid sales tax, interest, and penalties. Sellers should either collect tax at the point of sale or document reasonable efforts to obtain the certificate and preserve communications for audit defense.
How long should I keep records?
Retain executed agreements and supporting resale certificates for at least three years per IRS guidance; industry or state rules may require longer retention — HIPAA requires six years for health records and some states require extended periods.
Who must sign the agreement?
An authorized officer, owner, or employee with explicit signature authority should sign. Print the signer's name and title, and retain corporate authorization or delegation documents to show signing authority if requested by auditors.
Can the agreement be amended later?
Yes. Amendments should be in writing, reference the original agreement, state an effective amendment date, and be signed by authorized representatives. Update attached resale certificates and notify tax or accounting teams of material changes.

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