Authorization clause: Copy, customize, and use instantly
Introduction
An authorization clause confirms that each party has obtained the necessary approvals to enter into and execute the agreement. It ensures that the individuals signing on behalf of their respective parties have the required authority and that all required internal or external consents are in place. This clause helps prevent disputes over enforceability and protects both parties.
Below are authorization clause templates tailored to various scenarios. Copy the one you need, customize it, and add it to your contract.
Standard authorization clause
This clause provides a straightforward confirmation of authorization.
Each party represents and warrants that it has obtained all necessary authorizations and approvals to execute this agreement and perform its obligations hereunder.
Organizational approval clause
This clause emphasizes internal approvals.
Each party represents and warrants that it has obtained all required internal authorizations, including board or managerial approvals, necessary to enter into this agreement and fulfill its terms.
External approval clause
This clause accounts for external consents needed to execute the agreement.
Each party represents and warrants that it has secured all required external approvals, permits, and consents necessary to execute this agreement and comply with its obligations.
Conditional authorization clause
This clause ties authorization to specific conditions.
Each party represents and warrants that it has obtained all necessary authorizations, subject to the fulfillment of the conditions outlined in this agreement, to execute and perform its obligations under this agreement.
High-stakes transaction authorization clause
This clause is tailored for significant agreements requiring extensive approvals.
Each party represents and warrants that it has received all necessary internal and external approvals, including resolutions, consents, or permits, required to execute this high-value transaction and perform its obligations under this agreement.
Joint authorization clause
This clause is for agreements where both parties must jointly authorize certain actions.
The parties jointly represent and warrant that they have obtained all necessary authorizations required to enter into this agreement, including any joint approvals for actions specified herein.
Regulatory compliance authorization clause
This clause ensures compliance with applicable regulations.
Each party represents and warrants that it has obtained all necessary regulatory approvals, permits, and consents required under applicable laws to execute and perform this agreement.
Authorization renewal clause
This clause is for agreements requiring periodic reauthorization.
Each party represents and warrants that it has obtained all necessary authorizations to execute this agreement. Such authorizations shall be maintained or renewed as required during the term of the agreement.
Documentation-required authorization clause
This clause requires documentation of authorization.
Each party represents and warrants that it has obtained all necessary authorizations to execute this agreement and agrees to provide documentation of such authorizations, including resolutions or consents, upon request.
Limited authorization clause
This clause restricts the scope of the authorization.
Each party represents and warrants that it has obtained all necessary authorizations to execute this agreement, limited solely to the obligations and rights expressly set forth herein.
Expanded internal authorization clause
This clause focuses on internal approval processes for large organizations.
Each party represents and warrants that all necessary internal approvals, including approvals from committees, officers, or boards, have been obtained to authorize the execution and performance of this agreement.
Authorization with power of attorney clause
This clause allows a designated representative to act on behalf of a party.
Each party represents and warrants that the individual executing this agreement has been granted full authority through a valid power of attorney or other legal instrument to bind the party to its terms.
Hierarchical approval authorization clause
This clause emphasizes multi-level approvals within an organization.
Each party represents and warrants that it has obtained all required authorizations through appropriate hierarchical channels, including approvals from its leadership, managers, or designated officers, to execute this agreement.
Scope-specific authorization clause
This clause limits authorization to particular activities or terms.
Each party represents and warrants that it has been authorized solely for the purposes and obligations explicitly set forth in this agreement, and no further authorization is implied.
Retroactive authorization clause
This clause accounts for prior actions under the agreement.
Each party represents and warrants that all necessary authorizations have been obtained retroactively to validate actions taken in connection with this agreement prior to its execution.
Partial performance authorization clause
This clause specifies that some authorizations may be pending.
Each party represents and warrants that it has obtained sufficient authorizations to execute this agreement and perform initial obligations, with remaining approvals to be obtained as necessary for full performance.
Government-approval authorization clause
This clause addresses agreements requiring governmental consent.
Each party represents and warrants that all required governmental approvals, including licenses and permits, have been secured to execute and perform this agreement.
Multiple signatory authorization clause
This clause accounts for agreements with multiple representatives.
Each party represents and warrants that all individuals executing this agreement on its behalf are duly authorized, and that their combined actions fulfill the party’s legal capacity to bind itself to the terms.
Contingent authorization clause
This clause ties the effectiveness of authorization to specific events.
Each party represents and warrants that its authorization to execute this agreement is contingent upon the occurrence of [specific event], at which point the agreement will become fully binding.
Expedited authorization clause
This clause focuses on approvals granted under urgent circumstances.
Each party represents and warrants that expedited authorizations have been secured to execute this agreement promptly and perform all obligations without delay.
Sector-specific authorization clause
This clause addresses requirements unique to specific industries.
Each party represents and warrants that all authorizations required by industry standards or governing bodies in [specific sector] have been obtained to execute and perform this agreement.
Conditional delegation authorization clause
This clause allows for delegation of authority under certain conditions.
Each party represents and warrants that it has the authority to execute this agreement and, where applicable, has delegated specific execution or performance rights to duly authorized representatives under defined conditions.
Interim authorization clause
This clause addresses temporary or provisional authority.
Each party represents and warrants that interim authorization has been granted to execute this agreement, with final approvals pending completion of required formalities or review processes.
Joint authorization clause
This clause is tailored for agreements involving co-signatories.
Each party represents and warrants that it has jointly authorized the execution of this agreement with [specific co-signatory], ensuring compliance with internal policies and applicable laws.
Cross-border authorization clause
This clause ensures compliance with multiple jurisdictions' requirements.
Each party represents and warrants that all authorizations required under the laws of its jurisdiction, as well as any relevant foreign jurisdiction, have been secured to execute and perform this agreement.
Entity-specific authorization clause
This clause is tailored for agreements involving subsidiaries or affiliates.
Each party represents and warrants that the individual executing this agreement has the authority to bind not only the signatory party but also its subsidiaries or affiliates, where applicable, under the terms of this agreement.
Successor authorization clause
This clause accounts for changes in organizational structure.
Each party represents and warrants that its authorization to execute this agreement extends to any successors or assigns, ensuring continuity of obligations and rights under the agreement.
Dispute-resolution linked authorization clause
This clause ties authorization to dispute-related responsibilities.
Each party represents and warrants that it has obtained full authorization to execute this agreement and comply with any dispute-resolution processes outlined herein, including arbitration or litigation.
Revocable authorization clause
This clause specifies that authorization may be withdrawn under certain conditions.
Each party represents and warrants that it has secured the necessary authorization to execute this agreement, with the understanding that such authorization may be revoked upon written notice if certain conditions are not met.
Financial compliance authorization clause
This clause links authorization to financial due diligence.
Each party represents and warrants that it has obtained all financial and compliance-related approvals necessary to execute and perform this agreement, including adherence to internal audit protocols.
Authorization for limited partnerships clause
This clause addresses partnerships requiring collective consent.
Each party represents and warrants that the execution of this agreement has been authorized by all partners or stakeholders, as required under its governing partnership or operating agreements.
Conditional internal approval authorization clause
This clause ensures that execution authority is contingent on internal approvals.
Each party represents and warrants that the individual executing this agreement has conditional authorization pending internal board or committee approval, which will not unreasonably be withheld.
Regulatory authorization clause
This clause links authorization to regulatory compliance.
Each party represents and warrants that all necessary regulatory approvals and authorizations have been secured to execute this agreement and comply with applicable legal obligations.
Time-limited authorization clause
This clause provides authorization within a specific timeframe.
Each party represents and warrants that the authorization to execute this agreement is valid only within [insert timeframe], after which reauthorization will be required.
Multi-tiered authorization clause
This clause applies to agreements requiring layered approvals.
Each party represents and warrants that execution of this agreement has been authorized through its multi-tiered approval process, including preliminary, managerial, and executive levels of authorization.
Contingent joint authorization clause
This clause ensures that joint authorization is valid only if specific conditions are met.
Each party represents and warrants that joint authorization has been granted for this agreement, contingent upon meeting [specific criteria, e.g., financial thresholds or project milestones].
Escrow-related authorization clause
This clause ties authorization to escrow arrangements.
Each party represents and warrants that it has obtained authorization to execute this agreement, including specific provisions relating to escrow accounts or trust arrangements.
Scope-specific authorization clause
This clause limits the scope of authority to certain aspects of the agreement.
Each party represents and warrants that its representative is authorized to execute this agreement solely for [specific scope, e.g., intellectual property rights, financial obligations], without broader authority for other matters.
Reciprocal authorization clause
This clause ensures both parties provide equivalent levels of authorization.
Each party represents and warrants that it has obtained equivalent authorization for the execution of this agreement, ensuring reciprocity in rights and obligations.
Delegated finalization authorization clause
This clause grants temporary authority to finalize certain terms.
Each party represents and warrants that the individual executing this agreement has delegated authority to finalize non-material terms, with material amendments requiring further approval.
Authority linked to post-signing obligations clause
This clause ties authorization to obligations arising after signing.
Each party represents and warrants that authorization extends to all post-signing obligations under this agreement, including compliance with performance benchmarks and reporting requirements.
Pre-signature negotiation authorization clause
This clause clarifies authority during negotiations.
Each party represents and warrants that its representative was authorized to negotiate and finalize terms leading to the execution of this agreement, ensuring enforceability of all provisions.
Cross-functional team authorization clause
This clause is tailored for agreements involving multi-departmental approval.
Each party represents and warrants that its representative has been authorized by all relevant departments or functional teams to execute this agreement on its behalf.
Special-purpose vehicle authorization clause
This clause applies to agreements involving special-purpose entities.
Each party represents and warrants that the authorization to execute this agreement includes specific approval from its special-purpose vehicle or related entity established for this transaction.
Non-assignable authorization clause
This clause ensures that the authorization cannot be transferred.
Each party represents and warrants that the authority to execute this agreement is non-assignable and remains exclusively with the designated representative.
Performance-specific authorization clause
This clause restricts authorization to terms related to performance obligations.
Each party represents and warrants that its representative is authorized to execute this agreement solely for provisions directly tied to performance obligations under the agreement.
Conditional financial threshold authorization clause
This clause applies to agreements exceeding a set financial limit.
Each party represents and warrants that authorization to execute this agreement has been granted contingent on compliance with internal approval processes for agreements exceeding [insert financial threshold].
Provisional authorization clause
This clause allows execution with pending final approval.
Each party represents and warrants that its representative has provisional authority to execute this agreement, subject to ratification by its board of directors or equivalent governing body within [insert timeframe].
International authorization clause
This clause ensures compliance with cross-border authorization requirements.
Each party represents and warrants that all cross-border approvals and authorizations required to execute this agreement under the applicable jurisdictions have been obtained.
Limited-term authorization clause
This clause restricts authorization to a specified duration.
Each party represents and warrants that the authorization granted to its representative for executing this agreement is valid until [insert date], after which reauthorization will be required.
Transaction-specific authorization clause
This clause applies only to a single transaction.
Each party represents and warrants that the authority to execute this agreement is restricted solely to the transaction described herein, with no broader authority implied or granted.
Contingency-dependent authorization clause
This clause ties execution authority to meeting specific contingencies.
Each party represents and warrants that its authorization to execute this agreement is contingent on fulfilling [insert contingency, e.g., pre-closing conditions, financial guarantees].
Reciprocal authorization confirmation clause
This clause requires mutual verification of authorization.
Each party represents and warrants that it has verified and confirmed the authorization of the other party’s representative to execute this agreement.
Industry-specific authorization clause
This clause aligns authorization with industry compliance standards.
Each party represents and warrants that the execution of this agreement complies with all industry-specific authorization requirements, including regulatory approvals and professional certifications.
Parent company authorization clause
This clause applies to entities operating under a parent company.
Each party represents and warrants that its authorization to execute this agreement includes approval from its parent company or ultimate holding entity, where required.
Sub-delegated authority clause
This clause clarifies authority granted through sub-delegation.
Each party represents and warrants that its representative has been granted sub-delegated authority to execute this agreement, consistent with internal governance policies.
Joint venture authorization clause
This clause is tailored for agreements involving joint ventures.
Each party represents and warrants that the execution of this agreement has been authorized by all participants in the joint venture and aligns with the venture’s governing agreements.
Independent subsidiary authorization clause
This clause applies to subsidiaries operating autonomously.
Each party represents and warrants that its subsidiary has independently obtained the necessary authorization to execute this agreement without requiring additional parent company approval.
Time-sensitive authorization clause
This clause prioritizes urgent agreements.
Each party represents and warrants that expedited authorization has been granted for this agreement to address time-sensitive obligations or opportunities.
Post-transaction verification clause
This clause allows for verification after execution.
Each party represents and warrants that, following the execution of this agreement, it will provide documentation verifying the authorization of its representative upon request.
Discretionary board authorization clause
This clause applies to agreements relying on board discretion.
Each party represents and warrants that the execution of this agreement has been approved at the discretion of its board of directors or equivalent governing body.
Compliance-only authorization clause
This clause limits authority to agreements compliant with specific laws.
Each party represents and warrants that its representative is authorized to execute this agreement only if all provisions are fully compliant with applicable legal and regulatory requirements.
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.