Authority clause: Copy, customize, and use instantly
Introduction
An authority clause ensures that the individual signing the contract has the legal capacity to bind the entity they represent. This is critical for avoiding disputes over enforceability and ensuring proper representation of all parties.
Below are authority clause templates tailored to various scenarios. Copy the one you need, customize it, and add it to your contract.
Standard authority clause
This clause is a balanced, market-standard option suitable for most agreements.
Each party represents and warrants that the individual signing this agreement on its behalf has been duly authorized to execute this agreement and bind the respective party to its terms.
Expanded representation clause
This clause adds specificity by listing types of authority granted.
Each party represents and warrants that the individual signing this agreement on its behalf has been duly authorized to execute this agreement, enter into the obligations herein, and bind the respective party to the terms of this agreement under applicable laws and organizational documents.
Limited authority clause
This clause limits authority to specific aspects of the agreement.
The parties represent that the individuals executing this agreement on their behalf have authority to bind them solely with respect to the obligations and rights set forth in this agreement, and not for any other purposes or agreements.
Authority confirmation by third party clause
This clause is for scenarios requiring external confirmation of authority.
Each party represents and warrants that the individual signing this agreement on its behalf has been duly authorized to execute this agreement. Upon request, the parties agree to provide written confirmation of such authority, including board resolutions or other official documentation.
Authority for high-value transactions clause
This clause is for high-value or complex transactions requiring clear authorization.
Each party represents that the individual signing this agreement on its behalf has been specifically authorized for this high-value transaction. Supporting documentation, such as board resolutions, will be provided upon request to confirm the authority.
Authority compliance clause
This clause ensures compliance with organizational and legal authority requirements.
Each party represents and warrants that all internal and external approvals required to authorize the execution of this agreement have been obtained and are in compliance with applicable laws and regulations.
Delegated authority clause
This clause specifies that authority is delegated from a higher level within the organization.
Each party represents and warrants that the individual signing this agreement has received explicit delegation of authority from their organization to bind the respective party to the terms of this agreement.
Conditional authority clause
This clause ties authority to specific conditions or approvals.
Each party represents and warrants that the individual signing this agreement is authorized to do so, subject to any conditions or internal approvals required by their organization, which have been duly obtained prior to execution.
Authority with geographic restrictions clause
This clause limits authority to specific geographic regions or jurisdictions.
Each party represents and warrants that the individual signing this agreement has authority to execute and bind the respective party, provided the obligations pertain solely to activities within [specified jurisdiction or territory].
Authority for amendments clause
This clause limits authority to executing amendments to the agreement.
Each party represents that the individual signing this agreement on its behalf is authorized solely to execute amendments to the terms and conditions outlined herein, and not to enter into new obligations beyond the scope of this agreement.
Temporary authority clause
This clause grants authority on a temporary or project-specific basis.
Each party represents that the individual signing this agreement on its behalf has been granted temporary authority to bind the respective party, applicable only for the term or scope of this agreement.
Authority with ratification clause
This clause provides for post-signing ratification of authority.
Each party represents that the individual signing this agreement is authorized to do so, with the understanding that such authority may be subject to ratification by the respective party’s governing body or management within [specified time frame].
Authority for specific obligations clause
This clause limits authority to specific obligations within the agreement.
Each party represents that the individual signing this agreement is authorized to bind their respective party solely in relation to the performance and enforcement of the specific obligations outlined herein.
Authority with joint signatories clause
This clause requires multiple signatories to validate authority.
Each party represents and warrants that the execution of this agreement requires the signatures of two or more authorized representatives of their respective organization, as listed below, to bind the party to its terms.
Authority tied to external compliance clause
This clause requires compliance with external regulatory requirements.
Each party represents and warrants that the individual signing this agreement on its behalf is authorized to do so in compliance with all applicable regulatory, licensing, and statutory requirements governing their organization.
Revocable authority clause
This clause allows for the revocation of authority under specific circumstances.
Each party represents and warrants that the individual signing this agreement on its behalf has authority to execute it, provided that such authority may be revoked by the respective organization in writing if circumstances require.
Authority for interim agreements clause
This clause limits authority to temporary or preliminary agreements.
Each party represents that the individual signing this agreement on its behalf has been duly authorized to bind their respective party solely for the purpose of this interim agreement, pending final approvals for a subsequent comprehensive agreement.
Retroactive authority clause
This clause confirms authority retroactively after signing.
Each party represents that the individual signing this agreement on its behalf is authorized to do so, and such authority is deemed valid retroactively as of the date of execution, irrespective of prior approvals or confirmations.
Authority limited by financial thresholds clause
This clause ties authority to agreements within a specific financial range.
Each party represents that the individual signing this agreement on its behalf is authorized to bind their respective party, provided the obligations under this agreement do not exceed [specified financial threshold].
Provisional authority clause
This clause provides authority on a trial or probationary basis.
Each party represents that the individual signing this agreement on its behalf has been granted provisional authority to execute this agreement, subject to review or further confirmation within [specified time frame].
Shared authority clause
This clause specifies shared authority across multiple representatives.
Each party represents that authority to bind their respective party under this agreement is jointly held by [list representatives], and execution of this agreement requires the consent and signatures of all designated individuals.
Sector-specific authority clause
This clause specifies that authority is limited to a specific industry or operational scope.
Each party represents and warrants that the individual signing this agreement on its behalf has authority solely with respect to transactions within the [specified industry or sector] and no other business activities.
Authority for specific deliverables clause
This clause ties authority to delivering specific contractual outputs.
Each party represents that the individual signing this agreement on its behalf is authorized to bind their respective party solely for the purpose of delivering the specific outcomes or obligations outlined in this agreement.
Restricted delegation clause
This clause limits the ability to delegate authority further.
Each party represents that the individual signing this agreement on its behalf is authorized to execute this agreement, but such authority cannot be delegated or transferred to another representative without prior written consent.
Authority subject to notice clause
This clause ties authority to advance notification requirements.
Each party represents and warrants that the individual signing this agreement is authorized to do so, provided that advance written notice of such authorization has been communicated to the other party.
Authority for phased projects clause
This clause is for agreements involving phased or incremental projects.
Each party represents that the individual signing this agreement on its behalf is authorized to bind their respective party solely for the initial phase of the project outlined herein, with subsequent phases requiring additional authorizations.
Authority for intellectual property agreements clause
This clause limits authority to agreements involving intellectual property rights.
Each party represents and warrants that the individual signing this agreement on its behalf is authorized solely to bind their respective party in matters related to intellectual property rights as outlined in this agreement.
Revocation upon breach clause
This clause ties authority to compliance and allows revocation upon breach.
Each party represents that the individual signing this agreement on its behalf has authority to execute it, provided that such authority will be automatically revoked in the event of a material breach of this agreement by the respective party.
Authority for collaborative agreements clause
This clause applies to joint ventures or collaborations.
Each party represents and warrants that the individual signing this agreement on its behalf is authorized to bind their respective party solely for the purposes of collaboration and joint performance as outlined in this agreement.
Authority subject to independent review clause
This clause ties authority to verification by a neutral third party.
Each party represents that the individual signing this agreement on its behalf has been duly authorized, subject to independent verification of such authority by an agreed third party within [specified time frame].
Authority for expedited agreements clause
This clause applies to fast-tracked or urgent agreements.
Each party represents and warrants that the individual signing this agreement on its behalf is granted expedited authority to bind their respective party, provided that any subsequent amendments will require additional approval.
Authority tied to regulatory compliance clause
This clause ensures the authority is in line with specific regulatory standards.
Each party represents and warrants that the individual signing this agreement on its behalf has authority to do so, and such authority is in compliance with applicable regulatory requirements specific to [industry or jurisdiction].
Authority for pre-negotiated terms clause
This clause restricts authority to implementing pre-agreed terms.
Each party represents that the individual signing this agreement on its behalf is authorized solely to execute this agreement based on terms that have been pre-negotiated and approved by their respective party.
Authority limited by duration clause
This clause ties authority to a specific time period.
Each party represents and warrants that the individual signing this agreement on its behalf has authority to execute it, provided that such authority is effective only for the duration of this agreement or [specified time frame].
Successor-specific authority clause
This clause ensures authority is maintained even after a change in representation.
Each party represents that the individual signing this agreement on its behalf is authorized to execute it and that such authority will be upheld by their successor in the event of a change in representation.
Authority for service-level agreements clause
This clause applies specifically to service-level commitments.
Each party represents that the individual signing this agreement on its behalf has authority to bind their respective party solely in matters related to the service-level commitments outlined in this agreement.
Authority for subcontractor agreements clause
This clause limits authority to engaging or managing subcontractors.
Each party represents and warrants that the individual signing this agreement on its behalf has authority solely to execute and oversee agreements with subcontractors as specified in this agreement.
Authority for financial commitments clause
This clause restricts authority to financial obligations within the agreement.
Each party represents that the individual signing this agreement on its behalf is authorized solely to commit their respective party to the financial terms and obligations expressly stated herein.
Authority subject to ongoing review clause
This clause ties authority to periodic review and validation.
Each party represents that the individual signing this agreement on its behalf is authorized to execute it, provided that such authority is subject to periodic review and confirmation by their respective organization.
Authority for compliance-based obligations clause
This clause limits authority to compliance-related provisions.
Each party represents and warrants that the individual signing this agreement on its behalf is authorized solely to bind their respective party in relation to the compliance obligations outlined in this agreement.
Authority with fiduciary responsibility clause
This clause ensures the signer has fiduciary obligations to their organization.
Each party represents that the individual signing this agreement on its behalf is a fiduciary of their respective organization and is authorized to bind the party to the terms and conditions of this agreement.
Authority tied to performance milestones clause
This clause links authority to achieving specific project milestones.
Each party represents and warrants that the individual signing this agreement on its behalf is authorized to do so, provided that such authority is contingent upon achieving the performance milestones specified herein.
Authority with indemnification clause
This clause includes responsibility for any unauthorized actions.
Each party represents that the individual signing this agreement on its behalf is duly authorized, and the respective party agrees to indemnify the other for any losses arising from unauthorized execution of this agreement.
Authority for external partnerships clause
This clause is tailored for agreements involving third-party collaborations.
Each party represents that the individual signing this agreement on its behalf is authorized to bind their respective party solely for obligations arising from partnerships or collaborations with external entities as specified herein.
Authority for restricted-use agreements clause
This clause limits authority to agreements with a restricted use or scope.
Each party represents and warrants that the individual signing this agreement on its behalf is authorized solely for the execution of this agreement, provided the obligations pertain exclusively to the restricted scope outlined herein.
Authority tied to dispute resolution clause
This clause grants authority specific to resolving disputes under the agreement.
Each party represents and warrants that the individual signing this agreement on its behalf is authorized to bind their respective party solely in relation to the dispute resolution mechanisms outlined in this agreement.
Authority for mergers and acquisitions clause
This clause ensures authority is tailored for M&A-related transactions.
Each party represents that the individual signing this agreement on its behalf is specifically authorized to execute this agreement in the context of mergers, acquisitions, or related transactions as applicable.
Authority with revocation rights clause
This clause provides the organization with the right to revoke authority.
Each party represents and warrants that the individual signing this agreement on its behalf has authority to do so, but such authority may be revoked by the respective organization through written notice at any time.
Authority for technology agreements clause
This clause restricts authority to contracts involving technology or intellectual property.
Each party represents that the individual signing this agreement on its behalf is authorized solely to bind their respective party in matters related to technology development, licensing, or intellectual property as outlined in this agreement.
Authority tied to renewable terms clause
This clause links authority to agreements with automatic renewal provisions.
Each party represents that the individual signing this agreement on its behalf is authorized to execute it, provided that such authority extends to the renewal terms outlined in this agreement unless otherwise revoked in writing.
Authority for non-standard contracts clause
This clause is for agreements deviating from typical templates or norms.
Each party represents and warrants that the individual signing this agreement on its behalf has been granted specific authorization to execute this non-standard agreement, given its deviations from typical contractual terms or conditions.
Authority for pilot programs clause
This clause applies to trial or pilot initiatives.
Each party represents that the individual signing this agreement on its behalf has authority solely to bind their respective party for the duration and scope of the pilot program outlined in this agreement.
Authority for joint ventures clause
This clause addresses agreements formed for joint ventures or co-ventures.
Each party represents and warrants that the individual signing this agreement on its behalf has been specifically authorized to enter into this joint venture agreement and bind their respective party to the shared obligations herein.
Authority for environmental compliance clause
This clause ensures authority is tied to environmental or sustainability-related agreements.
Each party represents that the individual signing this agreement on its behalf is authorized solely to execute obligations pertaining to environmental compliance, sustainability commitments, or related provisions as outlined herein.
Authority for deferred obligations clause
This clause ties authority to obligations with delayed execution.
Each party represents that the individual signing this agreement on its behalf is authorized to bind their respective party, including for obligations deferred to future dates as expressly stated in this agreement.
Authority with shared liability clause
This clause specifies authority for agreements where liability is shared.
Each party represents and warrants that the individual signing this agreement on its behalf is authorized to execute it, provided that the liabilities arising under this agreement are shared as stipulated herein.
Authority for international trade agreements clause
This clause is tailored for cross-border or international trade arrangements.
Each party represents that the individual signing this agreement on its behalf is authorized to bind their respective party for the purposes of international trade, export, or import activities as defined in this agreement.
Authority for non-disclosure obligations clause
This clause limits authority to non-disclosure or confidentiality-related obligations.
Each party represents that the individual signing this agreement on its behalf is authorized solely to execute this agreement in relation to confidentiality, non-disclosure, and related obligations.
Authority for emergency agreements clause
This clause grants authority for contracts executed in urgent or emergency situations.
Each party represents and warrants that the individual signing this agreement on its behalf is granted special authority to execute this agreement under emergency conditions, subject to subsequent organizational review.
Authority for charitable contributions clause
This clause applies to contracts involving donations or charitable activities.
Each party represents that the individual signing this agreement on its behalf is authorized to bind their respective party solely for obligations related to charitable contributions, donations, or similar activities as defined herein.
Authority with alternate signatories clause
This clause provides for alternate representatives to sign in specific cases.
Each party represents and warrants that the individual signing this agreement on its behalf is the primary authorized representative, but alternate signatories may execute this agreement in their absence with prior notice.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.