Is an electronic signature valid on a mandate?

Yes. Electronic signatures are generally enforceable under the federal ESIGN framework (15 U.S.C. ch. 96) and state UETA laws where adopted. Ensure the signature demonstrates intent, consent, attribution, and retention to meet legal validity tests.

When is notarization required?

Notarization depends on state law and the nature of the asset; some states or third parties require notarized signatures for deeds or certain transfers. Check state notary rules and remote online notarization availability before execution.

How do I revoke a mandate?

Follow the termination clause in the mandate. If silent, deliver written revocation to the agent and any relevant third parties; consider a notice period to address pending offers and escrow obligations to avoid claims.

Who must sign for an entity?

An authorized officer or director should sign. Attach corporate resolutions or power of attorney when required to prove capacity; this prevents third parties or escrow agents from challenging authority.

What supporting documents should accompany the mandate?

Include corporate resolutions or POAs, asset schedules, title reports or UCC searches if applicable, and any regulatory approvals. These attachments reduce later objections and speed due diligence.

How to correct a signed mandate with errors?

If minor, execute an amendment or signed addendum referencing the original. For substantive errors, consider mutual rescission and replacement. Document corrections clearly and retain audit trails showing consent of all parties.

Sales Mandate to Sell

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SALES MANDATE TO SELL

This Sales Mandate to Sell ("Mandate") is entered into between Seller: with principal address at and Agent: with principal address at (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Seller is the lawful owner or lawful representative of the asset described below and has authority to grant Agent the right to market and effect a sale of the asset on the terms set forth herein; and

WHEREAS, Agent is engaged in the business of marketing and procuring purchasers and, subject to the terms of this Mandate, is willing to act as Seller's exclusive or non-exclusive agent to solicit offers, negotiate terms and facilitate closing of a sale of the asset;

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the marketing and sale of the asset.

1. IDENTIFICATION OF ASSET

Property / Asset Address or Identification Listing / Asking Price

2. SCOPE OF WORK

Agent shall, on behalf of Seller, undertake the following services in a commercially reasonable manner:

Exclusive right to sell (check if applicable): Agent authorized to engage subagents and cooperating brokers:

3. PAYMENT TERMS

Commission payable to Agent: % of the gross sale price.

Retainer or Advance (if any) Commission Payment Schedule / Conditions Reimbursable Expenses

Late payment fee for amounts due from Seller to Agent: Interest on unpaid sums shall accrue at the rate specified above and may be compounded monthly.

4. TERM AND TERMINATION

Term commencement date: and shall continue until: unless earlier terminated in accordance with this Mandate.

Either Party may terminate this Mandate for convenience upon written notice delivered to the other Party no fewer than days prior to the effective date of termination. Termination shall not relieve Seller of liability for commissions earned prior to termination or for transactions procured by Agent during the Term where closing occurs after termination if the purchaser was introduced by Agent during the Term.

5. CONFIDENTIALITY

Each Party shall treat as confidential all non-public information obtained from the other Party in connection with this Mandate, including offers, financial data, marketing strategies and prospective purchaser identities. Confidential information shall not be disclosed to third parties except to the extent necessary to perform obligations under this Mandate or as required by law. The obligation of confidentiality shall survive termination of this Mandate for a period of years.

6. REPRESENTATIONS AND WARRANTIES

Seller represents and warrants that Seller has full authority to enter into this Mandate and to sell the asset, that there are no undisclosed encumbrances or restrictions that would preclude sale on customary terms, and that all information provided to Agent is true and complete to Seller's knowledge. Agent represents that it holds any required licenses and will comply with applicable professional standards in performing its obligations.

7. INDEMNIFICATION

Each Party shall indemnify and hold harmless the other Party from and against any losses, liabilities, damages and costs (including reasonable attorneys' fees) arising out of any breach of this Mandate, negligent acts, omissions, or willful misconduct by the indemnifying Party, except to the extent caused by the indemnitee's own gross negligence or willful misconduct.

8. GOVERNING LAW AND DISPUTE RESOLUTION

This Mandate shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties agree that any dispute arising from or relating to this Mandate shall be resolved by binding arbitration conducted in that state, unless the Parties mutually agree otherwise in writing.

9. ENTIRE AGREEMENT

This Mandate constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior negotiations, representations and agreements, whether written or oral. Any amendment or waiver of this Mandate must be in writing and signed by both Parties.

10. MISCELLANEOUS

If any provision of this Mandate is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The Parties acknowledge that they have had the opportunity to seek independent legal advice prior to executing this Mandate.

Additional Provisions or Special Conditions

Seller (Print Name):

By:

Date:

Agent (Print Name):

By:

Date:

What a Sales Mandate to Sell Is and when it applies

A Sales Mandate to Sell is a written agreement that authorizes an agent, broker, or representative to market and sell specified assets on behalf of a principal. The mandate defines the scope of authority (exclusive or non-exclusive), the assets or classes of assets covered, pricing parameters or reserve amounts, territory, term, and compensation. It also specifies procedures for accepting offers, deposits, and closing, and it may address notarization, witness, or approval requirements under applicable state law. The document creates a record of agency authority and trading instructions.

Why a clear Sales Mandate matters

A written mandate reduces ambiguity about who may negotiate and execute sales, documents commission and payment terms, preserves evidence for tax and audit purposes, and limits disputes between principals, agents, and buyers.

Who typically issues or signs a Sales Mandate

Common users include owners, brokers, and advisors who need a formal record of authority and commercial terms before marketing assets.

Business owners and shareholders — Authorize sale of company assets, equity, or divisions; document approval thresholds and required corporate resolutions.
Brokers and agents — Secure exclusive or non-exclusive rights to market, set terms for compensation, and define permitted negotiation scope.
Attorneys and transaction advisors — Draft, review, and attach necessary corporate authorizations, escrow instructions, or regulatory disclosures.

Use the mandate whenever agency duties, commissions, or approval processes could affect closing, liability, or tax reporting.

Core parts of a professionally drafted Sales Mandate

A well‑crafted Sales Mandate to Sell lays out authority, assets, commercial terms, duration, dispute procedures, and the practical mechanics for executing and closing a sale.

Parties & definitions

Identify the principal(s) and agent(s) with full legal names, business addresses, and contact details. Define key terms such as 'assets', 'net proceeds', and 'closing' to avoid later ambiguity or interpretation disputes.

Grant of authority

Specify precisely what the agent may do: market the assets, solicit offers, negotiate terms, sign binding offers, accept deposits, or engage subagents, and note any explicit limits on delegated powers.

Exclusivity and territory

State whether the mandate is exclusive, non‑exclusive, or exclusive agency, the geographic market covered, and any permitted sales channels or buyer categories to prevent overlapping claims of authority.

Pricing and reserves

Set asking price ranges, minimum acceptable offers or reserve amounts, currency, and any formulas for price adjustments so the agent knows acceptable negotiation boundaries.

Commission and expenses

Detail commission percentage or fixed fee, timing of payment (e.g., at closing), responsibility for transaction costs, and whether commission applies to introduced or procured buyers.

Termination and contingencies

Describe termination triggers, required notice periods, the effect on pending offers and deposits, post‑termination obligations, and dispute resolution or indemnity provisions.

Essential data elements to include

Effective Date: Enter as MM/DD/YYYY format

Principal Legal Name: Full legal entity or individual name

Agent Legal Name: Full legal name and business DBA

Asset Description: Detailed description including identifiers

Commission Rate: Percentage or fixed amount stated

Governing State: State chosen to govern contract

Step-by-step: prepare and execute a Sales Mandate

Follow these concise steps to prepare, approve, and finalize a Sales Mandate to Sell while ensuring authority, clarity, and proper distribution to stakeholders.

01

Prepare Parties: Collect legal names, tax IDs, and contact details.
02

Describe Assets: Document asset specifics, encumbrances, and valuation.
03

Set Terms: Agree on price, commission, and duration.
04

Execute & Store: Sign, notarize if required, distribute, and retain.

Online workflow settings commonly used for mandates

Typical online setup options for customizing an eSigning workflow for the Sales Mandate to Sell, including authentication and field behaviors.

Field	Configuration
Signature Method	Email link with optional SMS code
Authentication Level	Email-only, SMS code, or knowledge-based options
Field Logic	Conditional fields for prices, approvals, or counters
Document Format	PDF preferred; DOCX and HTML supported

Routing and signing flow for a digital mandate

A simple, reliable routing flow ensures each party reviews and signs in the correct order while preserving an audit trail for compliance.

Upload Document: Upload finalized PDF or DOCX to platform.
Place Fields: Add signature, date, and initial fields.
Assign Signers: Enter signer emails and signing order.
Send & Track: Send request and monitor completion status.

Platform and technical considerations for eSigning

Ensure your eSignature platform supports required file formats, authentication methods, and secure audit trails before executing a Sales Mandate to Sell.

File Formats: PDF, DOCX, and HTML accepted
Authentication Options: Email, SMS code, and KBA options
Integrations: Salesforce, NetSuite, Google Workspace, Box

Key timing and deadline considerations

Key timing considerations and deadlines when issuing, executing, and terminating a Sales Mandate to Sell to protect rights and ensure compliance.

Execution Effective Date:

Mandate takes effect on the signed effective date.

Revocation Notice Period Recommended:

Include a 30-day written notice period for revocation.

Listing Duration Typical Range:

Specify fixed term, commonly 90–180 days or custom period.

Commission Payment Timing:

Payable at closing or per agreed schedule.

Provide Copies to Stakeholders:

Deliver signed copies to counsel and accounting promptly.

Common pitfalls to avoid when preparing a mandate

Vague asset descriptions that omit serial numbers, shares, or encumbrance details frequently cause disputes about exactly what the agent may sell and who bears residual liabilities.
Failing to identify authorized signers or to attach corporate resolutions or POAs can render the mandate unenforceable against banks, escrow agents, or third‑party buyers.
Unclear commission formulas, omitted expense allocations, or undefined buyer introductions lead to post‑closing disputes and delays in disbursing proceeds and taxes.
Not specifying how pending offers are handled on termination allows agents to complete transactions after revocation, creating legal and equitable disputes.

Risks and potential consequences of a flawed mandate

Breach Liability: Contract damages or indemnity claims

Tax Consequences: Withholding or misreported proceeds

Invalid Authority: Third parties may refuse to recognize sale

Commission Disputes: Litigation over fees owed

Regulatory Fines: Penalties if statutory disclosures omitted

Fraud Exposure: Risk of unauthorized transfers

Practical examples of using a Sales Mandate to Sell

Representative scenarios showing how a Sales Mandate to Sell is used in practice for company divestitures and property listings.

Small Business Sale

A founder engages a broker with a Sales Mandate to Sell to market a specialty retail business to qualified buyers.

Broker was granted an exclusive 180-day mandate.
The mandate specified minimum acceptable price, commission at closing, buyer qualifications, and required board resolution for sale approval, which avoided post‑closing disputes and expedited escrow release.

Commercial Property Listing

An owner authorizes an agent to sell a mixed-use building, listing asset details and tenant transfer conditions in the mandate.

Listing included a non-negotiable reserve price.
Mandate required agent to obtain tenant estoppels before closing, address prorations, and hold deposits in escrow; these clauses clarified responsibilities and preserved orderly distribution of proceeds.

Typical signatories and their responsibilities

Seller — Business Owner

A seller must ensure the principal named has legal capacity to enter the mandate, authorize the signatory via corporate resolution if an entity, and provide accurate asset and tax information to prevent transfer or withholding issues.

Agent — Broker

The agent should confirm authority to act, understand permitted negotiation limits, disclose conflicts of interest, maintain record of offers and counteroffers, and comply with state broker licensing and disclosure requirements.

FAQs and common execution questions

Answers to frequent questions about enforceability, notarial requirements, electronic signatures, revocation, and corrections for a Sales Mandate to Sell.

Need help? Contact support

Is an electronic signature valid on a mandate?
Yes. Electronic signatures are generally enforceable under the federal ESIGN framework (15 U.S.C. ch. 96) and state UETA laws where adopted. Ensure the signature demonstrates intent, consent, attribution, and retention to meet legal validity tests.
When is notarization required?
Notarization depends on state law and the nature of the asset; some states or third parties require notarized signatures for deeds or certain transfers. Check state notary rules and remote online notarization availability before execution.
How do I revoke a mandate?
Follow the termination clause in the mandate. If silent, deliver written revocation to the agent and any relevant third parties; consider a notice period to address pending offers and escrow obligations to avoid claims.
Who must sign for an entity?
An authorized officer or director should sign. Attach corporate resolutions or power of attorney when required to prove capacity; this prevents third parties or escrow agents from challenging authority.
What supporting documents should accompany the mandate?
Include corporate resolutions or POAs, asset schedules, title reports or UCC searches if applicable, and any regulatory approvals. These attachments reduce later objections and speed due diligence.
How to correct a signed mandate with errors?
If minor, execute an amendment or signed addendum referencing the original. For substantive errors, consider mutual rescission and replacement. Document corrections clearly and retain audit trails showing consent of all parties.

Comparing eSignature options for signing and managing mandates

Common capability and starting price comparisons for eSignature vendors to consider when you plan digital execution and storage of Sales Mandate to Sell documents.

	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 vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

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