Can this agreement be signed electronically?

Yes. Electronic signatures are valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and retention requirements are satisfied.

When is notarization required?

Notarization is usually optional for conduct agreements unless state law or a specific use (e.g., deed or power of attorney) requires it; check the governing state for unique requirements.

What if a signer’s name doesn’t match records?

Mismatched names can create enforceability issues. Correct names before execution or attach documentation proving signer authority to avoid rejection or challenges.

How do I revoke or amend the agreement?

Revocation or amendment typically requires the process set out in the agreement, often written notice and signatures from authorized parties; document any rescission or modification in writing.

Are witnesses required for validity?

Witness requirements vary by state and document type; most conduct agreements do not require witnesses, but state law or specific contract provisions can impose witness rules.

How long must signed agreements be retained?

Retain signed agreements per applicable retention laws; federal baselines include 3 years for many tax records (IRC §6501(a)) and 6 years for HIPAA-related records (45 CFR §164.530(j)).

Electronic Signature
Templates
Miscellaneous
Business Conduct Agreement

Business Conduct Agreement

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

BUSINESS CONDUCT AGREEMENT

This Business Conduct Agreement (the Agreement) is entered into as of by and between:

Company Name: Company Address: Counterparty Name: Counterparty Address:

WHEREAS

WHEREAS, Company is engaged in providing business services and requires that persons and entities with whom it conducts business adhere to standards of ethical conduct, compliance with applicable laws, and protection of proprietary information; and

WHEREAS, Counterparty provides services or products to Company and agrees to perform work and conduct business in accordance with the terms and conditions of this Agreement; and

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

Scope of Work

Counterparty shall perform the work and deliver the goods and services described below in a professional and workmanlike manner, in compliance with all applicable laws and with industry standards:

Payment Terms

Company shall pay Counterparty compensation in accordance with the schedule and amounts set forth below. All payments are subject to the terms of invoice verification and reasonable supporting documentation.

Total Compensation: Payment Schedule / Milestones: Late Payment Fee:

Unless otherwise agreed in writing, invoices shall be payable within days of receipt. Company may withhold payment for undisputed adjustments, taxes required by law, or amounts reasonably disputed in good faith.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice, or immediately for actionable illegal conduct, willful misconduct, or insolvency of the other party.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party (the Discloser) to the other (the Recipient) that is identified as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information includes, without limitation, business plans, technical information, pricing, customer lists, trade secrets, and financial data.

The Recipient shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) protect it with the same degree of care the Recipient uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was rightfully in the Recipient's possession prior to disclosure, is rightfully received without restriction from a third party, or is independently developed by the Recipient without use of the Discloser's Confidential Information.

Confidentiality Duration (years):

Compliance and Conduct

Each party represents and warrants that it will comply with all applicable laws, regulations, and industry standards in the performance of this Agreement, including anti-corruption and export-control laws. Neither party will engage in bribery, kickbacks, or other unlawful business practices in connection with this Agreement.

Indemnification and Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law. Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality and indemnification obligations, neither party's aggregate liability shall exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that State for any disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contacts below at the addresses set forth. Notices are effective upon receipt when delivered personally, sent by confirmed overnight courier, or three (3) business days after deposit with the national postal service.

Company Notice Contact: Counterparty Notice Contact:

The parties acknowledge that monetary damages may be inadequate to remedy a breach of certain provisions of this Agreement, including confidentiality obligations, and agree that injunctive relief may be sought in addition to any other remedies at law or in equity.

Company Printed Name:

By:

Date:

Counterparty Printed Name:

By:

Date:

What a Business Conduct Agreement Is and When It Applies

A Business Conduct Agreement is a written contract that sets expectations for professional behavior, ethical standards, and operational responsibilities between parties, such as employer and employee, two companies, or a contractor and client. It typically defines prohibited conduct, reporting processes, confidentiality, conflict-of-interest rules, and disciplinary measures. Use this agreement to document mutual obligations and provide a clear, enforceable framework for resolving conduct issues. The document can be executed in paper or electronically where permitted by law and acts as a reference for internal investigations and compliance reviews.

Why a Clear Business Conduct Agreement Matters

A well-crafted agreement reduces ambiguity about acceptable behavior, protects the organization from liability, and supports consistent enforcement of policies. It documents consent to conduct rules and provides evidence in disputes, audits, and regulatory reviews.

Who Typically Prepares and Signs This Agreement

Organizations across sectors adopt Business Conduct Agreements to set standards for employees, contractors, vendors, and business partners.

Human resources teams and compliance officers drafting standardized conduct policies for staff and contractors.
Small business owners and managers including conduct clauses in client or subcontractor contracts.
Legal departments or outside counsel reviewing enforceability and alignment with state and federal law.

Use roles above as a starting point to identify internal approvers and external signers required for your agreement.

Primary Signatories and Their Roles

Company Officer

An authorized executive (CEO, COO, managing partner) who can bind the organization must sign contracts on the company’s behalf after internal approval and, where applicable, board authorization.

Individual Signer

Employees, contractors, or vendors sign in their individual capacity or as authorized representatives; verify title, authority, and corporate resolutions for signers who act for entities.

Core Data Points to Include in the Agreement

Party Names: Full legal names

Effective Date: MM/DD/YYYY format

Addresses: Street, city, state, ZIP

Scope: Behavior and workplace scope

Signatures: Signer name and date

Governing Law: Designated state

Common Legal and Operational Risks to Note

Enforceability: Ambiguous terms risk invalidation

Wrong Signer: Unauthorised signature may void agreement

Missing Dates: Statute periods affected

Privacy Breach: HIPAA or data exposure risk

Improper Notice: Failed delivery can delay enforcement

Retain Failure: Noncompliance with retention rules

Typical Preparation Mistakes to Avoid

Using vague language for prohibited conduct or consequences, which makes enforcement subjective and invites disputes.
Failing to verify that the signer has authority to bind an entity, resulting in a contract challenge or repudiation.
Omitting signature dates or the effective date, which can create gaps in liability windows and retention triggers.
Neglecting to include a governing law clause or jurisdiction, causing procedural uncertainty in cross‑jurisdictional disputes.

Step-by-Step: How to Complete a Business Conduct Agreement

Follow these steps to prepare, review, and sign the agreement while preserving enforceability and auditability.

01

Draft: Define parties, scope, prohibited actions, and remedies.
02

Review: Legal and HR review for clarity and compliance.
03

Authorize: Confirm signatory authority and approvals.
04

Execute: Sign and date; retain copies for records.

Typical Execution Workflow for Electronic Completion

Remote execution often follows a standard digital workflow that maintains chain-of-custody and an audit trail.

Upload: Sender uploads document to signing platform.
Place Fields: Assign signature, initials, and date fields.
Send: Generate signer link or email invite.
Complete: Signer authenticates and signs electronically.

Essential Elements to Build into a Professional Agreement

Include clear, enforceable provisions to minimize disputes and satisfy regulatory requirements, tailored to your organization’s risk profile.

Scope

Describe covered conduct and settings precisely, including on‑site, remote, and third‑party interactions to avoid interpretive gaps and ensure consistent application.

Definitions

Define key terms such as 'conflict of interest', 'confidential information', and 'improper influence' to reduce ambiguity in enforcement and training.

Reporting Process

Specify how incidents are reported, confidentiality protections, channels (hotline, email), and investigation timelines to ensure predictable handling.

Discipline

List progressive disciplinary steps and potential sanctions, including termination or contract remedies, to set expectations and legal defensibility.

Confidentiality

Include nondisclosure obligations for sensitive information and limits on disclosure consistent with privacy and trade secret law.

Governing Law

Identify the state law that will govern interpretation and dispute resolution, and note dispute resolution mechanism such as arbitration or courts.

Recommended Online Workflow Settings for eSigning

Configure your eSignature workflow to balance signer convenience with authentication and audit requirements.

Field	Configuration
Authentication Method	Email link with optional SMS code
Signer Order	Sequential or parallel routing options
Audit Trail	Enable IP, timestamp, and action logging
Reminders	Auto reminders and expiration settings

Technical Considerations for Digital Execution

Choose platform features that meet legal, security, and integration needs before sending documents for signature.

File Formats: PDF, DOCX supported
Integrations: CRM and cloud storage links
Security: TLS and AES-256 encryption

Ensure the selected provider supports audit trails, retention export, and any industry-specific compliance such as HIPAA or 21 CFR Part 11.

Key Timing Elements to Track When Using This Agreement

Track effective dates, signature deadlines, notice periods, and renewal windows to maintain compliance and rights under the agreement.

Effective Date Entry:

The date entered in the Effective Date field begins obligations and retention triggers.

Signature Deadline:

Specify a deadline for returning the signed copy to avoid ambiguity about acceptance.

Notice Periods:

State required notice windows for termination or complaint reporting in days or months.

Renewal Window:

If renewable, identify the notice and acceptance period for renewal or nonrenewal.

Retention Start:

Retention periods generally begin on the effective date or last modification date as specified.

eSignature Pricing and Feature Snapshot for Business Conduct Agreements

Compare starting prices and core capabilities for common eSignature vendors to match cost and compliance needs to your workflow.

	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

Real-World Examples of Agreement Use

Practical examples show how organizations apply conduct agreements to day-to-day operations and compliance programs.

Optica Ventures — Brian Fitzgibbons

Optica used a standardized conduct agreement to align contractor expectations on confidentiality and behavior.

The firm emphasized a simple, consistent interface for signers.
Brian Fitzgibbons notes the interface is simple and easy-to-use for their team and customers, helping enforce standards without complex onboarding or manual follow up.

Xerox — Kodi-Marie Evans

Xerox integrated conduct agreements into NetSuite-based workflows for faster approvals and recordkeeping.

Integration reduced routing delays and improved signature accuracy.
Kodi‑Marie Evans highlights that signNow provided the flexibility to get signatures in the right formats and supported their NetSuite integration for reliable compliance tracking.

Practical Tips for Accurate and Efficient Completion

Adopt these best practices to reduce errors, speed execution, and maintain legal defensibility when using the agreement.

Use Exact Names

Enter full legal names for entities and individuals to ensure signatory authority is clear and to avoid later disputes over identity.

Set Clear Dates

Use MM/DD/YYYY for all dates and capture both effective and execution dates to establish obligations and retention triggers precisely.

Verify Authority

Confirm the signer’s capacity to bind the organization and retain supporting documentation, such as board resolutions or delegation letters.

Keep Audit Trails

Record IP, timestamp, and authentication steps for electronic signatures to preserve evidence of intent and attribution.

Frequently Asked Questions About Business Conduct Agreements

Answers to common legal, procedural, and technical questions about preparing, signing, and storing these agreements.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are valid under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and retention requirements are satisfied.
When is notarization required?
Notarization is usually optional for conduct agreements unless state law or a specific use (e.g., deed or power of attorney) requires it; check the governing state for unique requirements.
What if a signer’s name doesn’t match records?
Mismatched names can create enforceability issues. Correct names before execution or attach documentation proving signer authority to avoid rejection or challenges.
How do I revoke or amend the agreement?
Revocation or amendment typically requires the process set out in the agreement, often written notice and signatures from authorized parties; document any rescission or modification in writing.
Are witnesses required for validity?
Witness requirements vary by state and document type; most conduct agreements do not require witnesses, but state law or specific contract provisions can impose witness rules.
How long must signed agreements be retained?
Retain signed agreements per applicable retention laws; federal baselines include 3 years for many tax records (IRC §6501(a)) and 6 years for HIPAA-related records (45 CFR §164.530(j)).

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