Are e-signatures legally binding?

Yes. Electronic signatures meet legal validity tests under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention are present.

When is notarization required?

Most anti-corruption agreements do not legally require notarization, but some counterparties or jurisdictions prefer notarized acknowledgements; check state notary rules before adding a notary requirement.

Who must sign the agreement?

An individual authorized to bind the organization should sign; include title and printed name. Authorization can be verified through corporate resolution or equivalent internal authority records.

Can a vendor initial pages instead of signing?

Initials can be used for page acknowledgement if the agreement explicitly permits them, but full signatures are recommended for primary execution to avoid disputes about intent.

Is remote online notarization acceptable?

RON is accepted in most states; confirm state RON rules and that the notary’s audio-video record and identity-proofing meet local requirements before relying on RON.

How should records be stored for investigations?

Retain signed documents, audit trails, and related communications in a secure system with tamper-evident storage, consistent access controls, and retention policies aligned to regulatory baselines.

Electronic Signature
Templates
Legal
Anti-Corruption Agreement

Anti-Corruption Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

ANTI-CORRUPTION AGREEMENT

This Anti-Corruption Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A: , organized as , with principal place of business at ("Party A"), and Party B: , organized as , with principal place of business at ("Party B"). Each of Party A and Party B shall be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties have entered into or anticipate entering into commercial arrangements, transactions, or a business relationship pursuant to which they will perform obligations and exchanges of value that may be subject to anti-corruption laws; and

WHEREAS, the Parties desire to establish compliance obligations, procedures for prevention, detection and remediation of bribery, corruption, and related misconduct, and contractual remedies for breach of such obligations; and

WHEREAS, each Party represents that it is committed to conducting its operations in accordance with all applicable anti-corruption laws and to cooperating with counterparties in implementing reasonable compliance measures.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Anti-Corruption Laws" means all domestic and foreign laws, statutes, regulations and rules relating to bribery, corruption, facilitation payments, money laundering, or the provision of improper benefits to public or private individuals, including, without limitation, the anti-bribery and anti-corruption laws of any jurisdiction applicable to the Parties and their activities.

1.2 "Prohibited Payment" means any payment, gift, offer, promise, or other advantage given, offered, or promised to a government official or private person to improperly influence the performance of official duties or to obtain or retain business in violation of Anti-Corruption Laws.

2. COMPLIANCE OBLIGATIONS

2.1 Each Party shall comply in all material respects with all Anti-Corruption Laws in connection with the performance of its obligations under any transaction between the Parties. No Party shall, directly or indirectly, make or authorize any Prohibited Payment.

2.2 Each Party shall implement and maintain policies, controls and procedures reasonably designed to prevent and detect bribery and corruption, including screening of third parties, recordkeeping sufficient to demonstrate compliance, and training of personnel who perform activities related to the Parties' business relationship.

3. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that, to the best of its knowledge as of the Effective Date: (a) it has not engaged in any conduct that would constitute a material violation of any Anti-Corruption Laws in connection with the matters contemplated by this Agreement; (b) it has the corporate power and authority to enter into and perform this Agreement; and (c) entering into this Agreement will not cause it to be in breach of any material agreement or law.

4. THIRD PARTIES, AGENTS AND INTERMEDIARIES

4.1 Each Party shall not engage or retain any agent, consultant, broker, intermediary or other third party to act on its behalf in connection with activities subject to this Agreement unless such third party has been subject to reasonable due diligence and has agreed in writing to comply with anti-corruption obligations substantially similar to those herein.

4.2 The hiring, payment, or compensation of any third party shall be transparent, demonstrably for legitimate services, and documented with invoices and supporting records retained in accordance with Section 7.

5. REPORTING, INVESTIGATION AND COOPERATION

5.1 Each Party shall promptly report to the other Party any credible allegation, government inquiry or internal finding of a potential violation of Anti-Corruption Laws relating to the activities under this Agreement. Reports shall be made to the notices contact set forth in Section 11.

5.2 Upon request, the Parties shall cooperate in good faith with any internal or external investigation relating to alleged violations, including by providing relevant documents and access to witnesses, subject to applicable legal privilege and data protection laws.

6. RECORDS, ACCESS AND AUDIT

6.1 Each Party shall maintain complete and accurate books, records and accounts reflecting all transactions related to this Agreement and shall retain such records for a period of not less than five (5) years following the termination or expiration of the Parties' business relationship.

6.2 Upon reasonable notice, a Party shall permit the other Party or its designated representatives to review relevant records and systems or to conduct audits reasonably necessary to verify compliance with this Agreement; such audits shall be conducted during normal business hours and subject to confidentiality protections.

7. CORRECTIVE ACTIONS AND REMEDIES

7.1 If a Party determines, or if an investigation reveals, a material breach of this Agreement relating to Anti-Corruption Laws, the breaching Party shall, at its expense, promptly take all reasonable corrective actions to remediate the breach, prevent recurrence and mitigate harm.

7.2 In addition to any other remedies available at law or in equity, the non-breaching Party may suspend performance, withhold payment, or terminate this Agreement for cause upon written notice if the breaching Party fails to cure the material breach within thirty (30) days after receipt of a detailed cure notice.

8. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (the "Indemnitees") from and against any and all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach by the Indemnifying Party of its obligations under this Agreement or its violation of any Anti-Corruption Laws in connection with the matters contemplated hereunder.

9. CONFIDENTIALITY

The Parties acknowledge that information disclosed in connection with compliance, investigations, and audits under this Agreement may be confidential. Unless disclosure is required by law, each Party shall protect such information using at least the same degree of care as it uses to protect its own confidential information, but no less than a reasonable standard of care.

10. INSURANCE

Each Party shall maintain adequate insurance or other financial resources to cover potential liabilities arising from breaches of Anti-Corruption Laws and breaches of this Agreement and shall provide reasonable evidence of such insurance upon request.

11. NOTICES

All notices, consents or other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below (or to such other address as a Party may designate by written notice in accordance with this Section).

Party A - Notice Contact Party A - Notice Address Party A - Notice Email/Phone Party B - Notice Contact Party B - Notice Address Party B - Notice Email/Phone

12. AMENDMENT AND WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument signed by authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing and signed by the Party granting the waiver, nor shall any waiver constitute a waiver of any other breach.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified for governing law: without regard to principles of conflicts of law.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective to bind the signing Party.

16. ADDITIONAL COMPLIANCE MEASURES

Describe any additional compliance measures agreed between the Parties

17. CERTIFICATIONS

Each Party certifies that: (a) it has made and will make reasonable inquiry to ensure that its statements in this Agreement are true and accurate; (b) it will not take any action that would cause the other Party to be in violation of applicable Anti-Corruption Laws; and (c) it will promptly notify the other Party of any event that could reasonably be expected to give rise to a material breach of this Agreement.

Party A - Printed Name:

By:

Date:

Party B - Printed Name:

By:

Date:

What an Anti-Corruption Agreement Is and When It Applies

An Anti-Corruption Agreement is a written contract clause or standalone document that sets anti-bribery and anti-corruption obligations between parties, vendors, or agents. It typically defines prohibited conduct, reporting obligations, compliance standards, audit rights, and remedies for breach. Organizations use these agreements to document due diligence, allocate risk, and require adherence to applicable laws such as the U.S. Foreign Corrupt Practices Act and related internal controls. The agreement may also require training, certifications, audit cooperation, and contract termination rights to reduce legal and reputational exposure.

Why an Anti-Corruption Agreement Matters for Business Relationships

Using a clear Anti-Corruption Agreement helps demonstrate proactive compliance, reduce exposure to civil and criminal liability, and preserve contractual remedies if misconduct occurs. It also documents expectations for third parties and supports internal controls and investigations.

Who Typically Prepares and Signs These Agreements

These agreements are used by in-house compliance teams, procurement, legal departments, and third-party vendors to set anti-corruption expectations before work begins.

Corporate compliance and legal teams that manage vendor risk and due diligence processes.
Procurement and sourcing when onboarding agents, distributors, or consultants.
External vendors, intermediaries, and subcontractors bound to client anti-corruption standards.

The agreement is routinely incorporated into master services agreements, supplier contracts, and vendor onboarding checklists to ensure enforceable, documented commitments.

Typical Signatories and Their Roles

Company Compliance Officer

The compliance officer signs or executes on behalf of the company when authority is delegated, confirming the organization will enforce monitoring, training, and reporting processes described in the agreement. They may also receive notification rights and audit cooperation commitments.

Third-Party Representative

An authorized officer or registered agent of the vendor signs to accept the anti-corruption obligations, representations, and remediation duties; signing demonstrates attribution and intent to be bound by the document's terms.

Core Clauses Commonly Included in an Anti-Corruption Agreement

A professional Anti-Corruption Agreement contains clauses that allocate compliance responsibilities, detection and reporting mechanisms, and remedies for breaches.

Anti-Bribery Covenant

Clear prohibition on offering, promising, or paying bribes to public officials or private parties, including indirect payments through agents or intermediaries, with examples and scope to avoid ambiguity.

Representations

Vendor representations about compliance with applicable anti-corruption laws, ownership structure, accurate books and records, and absence of conflicts of interest to support due diligence.

Audit and Access

Rights for the company to audit relevant records, require corrective actions, and access documents necessary to verify compliance, including reasonable notice and confidentiality protections.

Reporting and Cooperation

Obligations to report suspected violations promptly, cooperate with internal investigations and governmental inquiries, and preserve evidence pending resolution.

Remedies and Termination

Contractual remedies such as indemnification, termination for cause, suspension of payments, and withholding to allow the company to manage exposure after a breach.

Training and Controls

Requirements for anti-corruption training, internal controls, third-party vetting, and periodic certifications to demonstrate ongoing compliance efforts.

Essential Information Fields to Include

Parties: Legal names

Effective Date: MM/DD/YYYY

Scope: Covered activities

Representations: Compliance statements

Reporting Contact: Name and email

Signatures: Authorized signers

Step-by-Step: How to Complete an Anti-Corruption Agreement

Follow these steps to prepare, review, and execute the agreement with clarity and legal effectiveness.

01

Prepare draft: Insert parties, effective date, and scope.
02

Define obligations: Add anti-bribery, reporting, and audit clauses.
03

Review internally: Have legal and compliance review terms.
04

Execute: Obtain authorized signatures and retain records.

How to Set Up a Digital Workflow for This Agreement

Configure your e-signature workflow to ensure proper routing, authentication, and retention for audit readiness.

Field	Configuration
Template	Create reusable template for consistent clauses.
Conditional Fields	Show fields only when applicable to party type.
Authentication	Set signer verification level (email, SMS, KBA).
Notifications	Enable reminders and completion alerts.

Where to Send and How Execution Typically Works

Execution routes and recipients depend on contract value, risk profile, and required approvals.

Upload and Tag: Upload contract and place signature fields.
Assign Signers: List recipients in signing order.
Signer Authentication: Choose email, SMS code, or stronger ID checks.
Archive: Store signed copy and audit trail securely.

Technical Considerations for Electronic Signing and Storage

Ensure the platform supports secure signatures, tamper-evident PDFs, audit trails, and the authentication level you need.

File Formats: PDF, DOCX
Integrations: CRM and cloud storage
Security: TLS and AES encryption

Confirm the provider meets compliance needs (ESIGN/UETA, SOC 2, HIPAA where applicable) and retains cryptographic audit logs for reproducibility and legal defensibility.

Common Timelines and Internal Deadlines

Typical timelines help ensure the agreement is executed before performance and kept current during the relationship.

Execution Deadline:

Sign before any covered work begins.

Annual Review:

Review clauses and certifications at least annually.

Incident Reporting:

Report suspected violations promptly to compliance.

Audit Response:

Provide requested records within 30 days.

Record Retention Trigger:

Retention period begins on termination date.

Common Preparation Mistakes to Avoid

Using vague definitions for 'agents' or 'facilitators' that leave enforcement uncertain or create loopholes.
Failing to identify authorized signatories, resulting in invalid or non-attributed signatures and disputed enforceability.
Omitting audit or access rights, which limits the ability to investigate or verify compliance after suspected misconduct.
Neglecting authentication and retention settings for electronic execution, which hinders evidentiary value in inquiries.

Primary Risks and Contractual Consequences

Regulatory Penalties: Civil and criminal exposure under FCPA

Contract Termination: Immediate termination rights for breach

Fines and Sanctions: Monetary fines and debarment risk

Reputational Harm: Loss of business and public trust

Indemnity Claims: Vendor indemnification obligations

Criminal Liability: Potential prosecution of individuals

Real-World Examples of Digital Execution and Compliance Use

Practical examples show how organizations integrate execution, auditability, and vendor controls in day-to-day workflows.

BIS (Dan Rotelli)

The team centralized contract signing to improve compliance evidence and control

Implementation focused on audit trails and secure storage
After rollout the company reported clearer vendor records and smoother audit responses using standardized templates and retained logs.

Fertility Centers of Illinois (John Butler)

Healthcare provider reduced paperwork and captured consent and vendor certifications electronically

Focus on secure retention and access controls
The organization maintained HIPAA-conscious logs while speeding third-party onboarding and preserving investigation-ready records.

eSignature Vendor Comparison for Executing Anti-Corruption Agreements

Basic price and feature differences among common eSignature providers. Confirm enterprise-specific features and compliance add-ons with each vendor directly.

	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

Frequently Asked Questions About Anti-Corruption Agreements

Answers to common legal and execution questions, including enforceability, notarization, signatory authority, and electronic signature use.

Need help? Contact support

Are e-signatures legally binding?
Yes. Electronic signatures meet legal validity tests under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention are present.
When is notarization required?
Most anti-corruption agreements do not legally require notarization, but some counterparties or jurisdictions prefer notarized acknowledgements; check state notary rules before adding a notary requirement.
Who must sign the agreement?
An individual authorized to bind the organization should sign; include title and printed name. Authorization can be verified through corporate resolution or equivalent internal authority records.
Can a vendor initial pages instead of signing?
Initials can be used for page acknowledgement if the agreement explicitly permits them, but full signatures are recommended for primary execution to avoid disputes about intent.
Is remote online notarization acceptable?
RON is accepted in most states; confirm state RON rules and that the notary’s audio-video record and identity-proofing meet local requirements before relying on RON.
How should records be stored for investigations?
Retain signed documents, audit trails, and related communications in a secure system with tamper-evident storage, consistent access controls, and retention policies aligned to regulatory baselines.

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