Is an electronic signature legally valid?

Yes. Under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws, electronic signatures are generally enforceable when intent, consent, attribution, and record retention are satisfied. Exceptions like wills and certain court filings may still require paper signatures.

Can the Seller's Representation Agreement be e-signed?

Yes, typically. ESIGN (15 U.S.C. ch. 96) and UETA permit e-signatures for commercial agreements when parties consent and records are retained. Verify state rules for notarization or recording; some jurisdictions or recording offices may require notarized acknowledgments.

When is notarization required for this agreement?

Notarization is not usually required for seller representations unless state law or related recording of real property demands it. Deeds and certain affidavits commonly require notarization or witnesses; consult state recording requirements or counsel before execution for filing purposes.

What happens if a representation proves false?

The agreement will specify indemnity remedies, thresholds, caps, and notice steps. Buyers typically seek recovery through indemnity claims, escrow draws, or purchase price adjustments. Material misrepresentation or fraud may allow rescission or additional damages depending on contract terms.

How should disclosure schedules be prepared?

Prepare schedules as standalone exhibits with clear cross-references to specific representations. List contracts, exceptions, and liabilities in sufficient detail to enable buyer verification. Avoid vague entries; update schedules before signing to reflect material changes discovered during diligence.

Who must sign and what authority is required?

Authorized officers or individuals with corporate authority should sign; include printed name, title, and corporate authorization where applicable. For entities, attach board resolutions or power of attorney if an agent signs on behalf of the seller to show capacity and prevent later challenges.

Electronic Signature
Templates
Legal
Seller's Representation Agreement

Seller's Representation Agreement

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SELLER'S REPRESENTATION AGREEMENT

This Seller's Representation Agreement (the Agreement) is made and entered into as of , (Effective Date), by and between Seller Name: , Seller Address: (Seller), and Representative Name: , Representative Address: (Representative).

RECITALS

WHEREAS, Seller is the owner of certain real property or business assets described as:

WHEREAS, Seller desires to engage Representative to act as Seller's exclusive agent to market, solicit offers for, and seek a purchaser for the Property and to render other services set forth in this Agreement; and

WHEREAS, Representative is willing to perform such services on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. APPOINTMENT; SCOPE OF AUTHORITY

1.1 Appointment. Seller hereby engages Representative to act as Seller's exclusive representative and agent to market the Property, solicit offers, negotiate terms, and present all offers to Seller in accordance with this Agreement. If non-exclusive representation is intended, check here:

1.2 Authority. Representative shall have the authority to advertise the Property, arrange and conduct showings, obtain financial qualification information from prospective purchasers, and negotiate the commercial terms of offers. Representative shall not execute any contract for sale or transfer title on Seller's behalf except upon Seller's prior written authorization.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of days/months (Term), unless earlier terminated pursuant to Section 10.

3. REPRESENTATIVE'S DUTIES

Representative shall: (a) use commercially reasonable efforts to market the Property to qualified purchasers; (b) coordinate showings and inspections; (c) keep Seller informed of interest and offers; (d) present all offers to Seller promptly and advise Seller regarding the terms and conditions of such offers; and (e) comply with applicable laws and licensing requirements in the performance of its duties.

Representative will maintain records of showings and offers and will provide Seller with copies of written offers and material correspondence upon request.

4. SELLER'S REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Representative as of the Effective Date and throughout the Term that: (a) Seller is the legal owner of the Property and has full authority to enter into this Agreement; (b) there are no outstanding contracts, encumbrances, or litigation that would prevent the sale of the Property except as disclosed to Representative in writing; (c) all information delivered to Representative regarding the Property is true, complete, and not misleading in any material respect; and (d) Seller will promptly notify Representative of any material changes affecting the Property.

Seller further represents that Seller will cooperate with Representative in good faith, provide access to the Property, and deliver requested documents reasonably necessary to market and consummate a transaction.

5. COMPENSATION; COMMISSION

5.1 Commission. Seller agrees to pay Representative a commission equal to % of the gross sale price (Commission). Alternatively, if a flat fee applies, set forth flat fee: .

5.2 Payment Timing. The Commission shall be due and payable at closing from the sale proceeds, or at such earlier time as the sale becomes unconditional. If a transaction is consummated with a purchaser introduced by Representative within days after termination, Representative shall be entitled to the Commission as if the sale had closed during the Term.

5.3 Allocation. Any division of Commission between Representative and cooperating brokers shall be at Representative's sole discretion unless otherwise agreed in writing.

6. EXPENSES

Seller shall be responsible for reasonable out-of-pocket marketing expenses incurred by Representative, including advertising, listing fees, and photography, not to exceed without Seller's prior written consent. Representative shall obtain Seller's approval for any expense expected to exceed that amount.

7. CONFIDENTIALITY

7.1 Confidential Information. Representative and Seller acknowledge that during the Term they may receive confidential information regarding the other party and the Property. Each party shall hold such information in confidence and shall not disclose it to third parties except as required to perform this Agreement or as required by law.

7.2 Duration. The obligations under this Section shall continue for a period of months following termination or expiration of this Agreement.

8. INDEMNIFICATION

Seller agrees to indemnify, defend and hold harmless Representative and its affiliates, officers and employees from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of: (a) Seller's breach of any representation, warranty or covenant in this Agreement; (b) Seller's failure to disclose material information about the Property; or (c) Seller's negligence or willful misconduct.

Representative shall indemnify Seller for losses arising solely from Representative's gross negligence or willful misconduct in the performance of its duties under this Agreement.

9. TERMINATION

9.1 Termination for Convenience. Either party may terminate this Agreement upon giving written notice to the other party at least days prior to the intended termination date.

9.2 Effect of Termination. Termination shall not relieve Seller of liability for Commission with respect to any sale (i) entered into prior to termination, (ii) resulting from an introduction by Representative during the Term, or (iii) consummated within the protection period set forth in Section 5.2.

10. NOTICES

Notices to Seller Notices to Representative

Notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, certified mail (return receipt requested), or reputable overnight courier to the addresses set forth above and shall be effective upon receipt.

11. GOVERNING LAW; VENUE

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this Agreement.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

13. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the parties' intent to the maximum extent permitted by law.

14. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or modification to this Agreement must be in writing and signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

15. MISCELLANEOUS

The headings used in this Agreement are for convenience only and shall not affect the interpretation. The parties agree to execute and deliver such additional documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes of this Agreement.

Seller

Printed Name:

By:

Date:

Representative

Printed Name:

By:

Date:

What the Seller's Representation Agreement Is

The Seller's Representation Agreement is a written contract used in asset or stock sales in which a seller confirms factual statements about the business, assets, liabilities, contracts, and legal status to the buyer. It allocates risk, provides disclosure, and forms the basis for indemnities and purchase price adjustments if representations prove inaccurate. Typical clauses cover authority, ownership, compliance with laws, absence of undisclosed liabilities, tax status, and accuracy of financial statements. Parties often negotiate survival periods, materiality qualifiers, and remedies. This agreement supports due diligence and closes commercial transactions by documenting seller assurances.

Why a Seller's Representation Agreement Matters

A Seller's Representation Agreement clarifies factual disclosures, reduces post-closing disputes, and sets the contractual triggers for indemnification and purchase price adjustments. It streamlines due diligence, provides buyer reliance, and helps allocate negotiation leverage and risk between parties in a transaction.

Who Typically Uses This Agreement

Typical users include sellers, buyers, corporate counsel, investment bankers, and acquisition advisors involved in transactional sales and due diligence.

Private company sellers and founders negotiating asset or stock sales.
Buyers and acquirers conducting reliance-based due diligence and seeking indemnities.
Corporate and transaction lawyers drafting representations, survival, and remedy provisions.

Advisors rely on the agreement to define remedies, survival periods, disclosure schedules, and the scope of buyer reliance.

Primary Signers and Their Roles

Seller CEO

Typically the primary signatory for the seller side, responsible for confirming that company representations are accurate. Provides access to financial records, authorizes disclosure schedules, and warrants authority to enter the transaction. May delegate signing to an authorized officer or counsel.

Buyer Counsel

Represents purchaser interests, reviews seller statements for material misrepresentation, negotiates survival and materiality carve-outs, and prepares indemnity language. Reviews disclosure schedules and advises on remedies available for breach or fraud, including escrow, holdback, or purchase price adjustment mechanisms.

Core Sections to Expect in the Agreement

Core sections organize seller assurances, disclosures, limitations, remedies, and any survival language that controls post-closing rights and obligations, and specify related disclosure schedules and knowledge qualifiers.

Representations

Detailed factual statements about the business, assets, contracts, compliance, tax matters, and title. Often qualified by knowledge, materiality standards, and exceptions listed on accompanying disclosure schedules.

Warranties

Promises about condition or status that survive closing for a negotiated period; remedies may include indemnity, price adjustment, or contract rescission depending on breach severity and agreement terms.

Disclosure Schedules

Schedules identify exceptions to representations, list contracts, permits, litigation, and liabilities. Accuracy of schedules is central to buyer reliance and often ties to survival and materiality clauses.

Survival Periods

Specify how long representations and warranties remain enforceable post-closing, with carve-outs for fraud. Typical ranges vary by clause and negotiation, often shorter for general reps.

Remedies

Detail indemnity mechanics, caps, thresholds, baskets, and procedures for claims. Allocate cost recovery, defense obligations, and timing for notice and remedy pursuit, including escrow and setoff language.

Materiality

Define materiality standards and any knowledge qualifiers that limit representation scope and negotiate de minimis thresholds for small items to shape indemnity triggers and dispute thresholds.

Step-by-Step: How to Fill and Execute the Agreement

Follow a clear sequential process: draft, attach schedules, review, obtain approvals, sign, and preserve execution records for post-closing enforcement.

01

Draft: Prepare representations, exceptions, and schedules in editable format for negotiation.
02

Review: Buyer performs diligence and negotiates material qualifiers and survival.
03

Finalize: Incorporate negotiated edits and confirm authority to sign.
04

Execute: Obtain signatures, dates, and any required notarizations or witness attestations.

Execution Flow for Online or Standard Signing

Typical execution flow shows drafting, seller disclosures, buyer review, signing, closing, and post-closing claim procedures for representations and warranties.

Drafting: Seller and counsel prepare agreement and disclosure schedules.
Review: Buyer performs due diligence and annotates exceptions.
Signing: Authorized signatories execute with dates and witnessing if required.
Post-Closing: Claims process follows notice, investigation, and indemnity procedures.

Configuring an Online Completion Workflow

Configure an online completion workflow with required fields, conditional logic, and signer authentication appropriate for the transaction.

Field	Configuration
Signature Fields	Assign signer roles and require date fields
Conditional Logic	Show or hide clauses based on checkbox responses
Authentication Method	Email link, SMS code, or KBA for higher assurance
Templates and Schedules	Attach disclosure schedules as required exhibits

Delivery, Authentication, and Integration Considerations

Choose distribution methods that ensure secure delivery, signer authentication, and reliable audit trails for the Seller's Representation Agreement.

Email Delivery: Standard delivery with audit trail
Secure Link: Expiring signing links and access codes
Platform Integrations: CRM and document storage connections

Common Pitfalls to Avoid

Failing to attach complete disclosure schedules causes uncertainty and often leads to post-closing indemnity disputes and litigation.
Using overly broad knowledge qualifiers or undefined materiality terms can render representations ambiguous and limit buyer remedies.
Neglecting to specify survival periods or caps on liability leaves parties exposed to indefinite claims and insurance complications.
Incorrect or inconsistent party names, EINs, or dates may invalidate portions of the agreement or trigger tax withholding.

Short Summary of Risks and Consequences

Tax Withholding: Backup withholding risk

Indemnity Exposure: Large monetary liability

Escrow Delays: Funds held in escrow

Reputational Harm: Public disputes risk

Contract Rescission: Potential unwinding

Ineffective Notice: Missed claim deadlines

Key Deadlines and Timing Considerations

Common timing considerations include delivery of disclosure schedules, survival windows, and deadlines for asserting indemnity claims.

Provide disclosure schedules:

Deliver on signing or by negotiated date

Survival period deadline:

Claims must be asserted before survival expiry

Indemnity claim notice:

Notify seller promptly with supporting documentation

Escrow release timing:

Escrow releases tied to claims or time

Tax reporting timing:

Provide required tax forms and TINs early

Milestones: From Negotiation to Post-Closing

Key milestones outline negotiation, signing, closing, post-closing review, and claims timeframe to monitor compliance and trigger remedies.

01

Negotiation

Finalize representation language and schedules

02

Signing

Execute by authorized signatories with dates

03

Closing

Transfer consideration and confirm deliverables

04

Post-Closing Review

Monitor for claims within survival period

eSignature Pricing and Feature Comparison

Compare common eSignature plans and features for executing Seller's Representation Agreements; signNow is listed first per comparative criteria.

	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
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

FAQs and Troubleshooting for Seller's Representation Agreements

Answers to frequent questions on enforceability, e-signing, notarization, revising representations, and typical post-closing remedies for parties.

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