Is an electronic signature legally valid?

Yes. Under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, electronic signatures are legally equivalent to handwritten signatures when intent, consent, attribution, and record retention are present.

Do consumer disclosures apply?

If the transaction is consumer‑facing, ESIGN requires a consumer disclosure and affirmative consent; for B2B supplier codes, a clear acceptance clause and signed attestation typically suffice.

When is notarization required?

Notarization is required only when the underlying law or recording practice demands it (for example, deeds or certain affidavits). For most supplier codes, notarization is unnecessary unless specified by contract or state law.

How long must I keep signed codes?

Follow federal and industry retention rules: at least three years for tax records (IRC §6501(a)) and six years for HIPAA‑covered records (45 CFR §164.530(j)); adjust for state variations.

What authentication level is recommended?

Use email + SMS code for routine supplier agreements; apply stronger methods such as KBA or multi‑factor authentication for high‑risk or regulated suppliers.

Can a supplier revoke acceptance?

Revocation depends on contract terms and timing. To avoid ambiguity, include explicit amendment and termination clauses and document any supplier notice of withdrawal in writing.

Electronic Signature
Templates
Miscellaneous
Business Supplier Code of Conduct

Business Supplier Code of Conduct

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

Business Supplier Code of Conduct

Parties and Recitals

This Business Supplier Code of Conduct (the "Code") is entered into by and between Supplier: and Company: .

WHEREAS, Company procures goods and/or services from third-party suppliers and requires suppliers to adhere to standards that promote lawful, ethical, and responsible business conduct; and

WHEREAS, Supplier supplies goods and/or services to Company and agrees to perform in a manner consistent with this Code, applicable contractual terms, and all applicable laws, rules, and regulations governing the subject matter; and

WHEREAS, the parties intend that compliance with this Code is a material condition of the business relationship and that failure to comply may result in remedial action up to and including termination of business.

Supplier Identification

Supplier Legal Name Supplier Address

Primary Contact Name

Contact Telephone

Contact Email

Entity Type (select all that apply)

Corporation LLC Partnership Individual

Scope of Work

Supplier shall provide goods and/or services consistent with the specifications, schedules, and quality standards set forth in any purchase order, statement of work, or contract between the parties. Supplier shall perform in a professional manner and shall provide personnel, materials, equipment, and supervision necessary to meet the performance obligations.

Detailed Description of Goods / Services to be Provided

Standards and Compliance

Supplier must: (a) comply with all applicable laws and regulations in the jurisdictions where Supplier operates and where goods or services are delivered; (b) prohibit forced labor, human trafficking, and child labor; (c) maintain safe and healthy working conditions; (d) operate with respect for the environment and in accordance with applicable environmental laws; and (e) prohibit bribery, facilitation payments, and corrupt practices in all business dealings.

Supplier shall maintain accurate books and records relating to performance under this Code and shall permit Company, or its designated representative, reasonable access to Supplier's facilities and records to verify compliance, subject to reasonable notice and confidentiality protections.

Payment Terms

Compensation for goods and services shall be as set forth in the governing purchase order or contract. Supplier acknowledges that payment is subject to Company’s acceptance of deliverables and compliance with this Code.

Contract Amount Payment Schedule Late Payment Fee

Term and Termination

This Code is effective as of Effective Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon written notice delivered at least days prior to the intended termination date. Company may immediately suspend performance, withhold payment, or terminate any related contract if Supplier materially breaches this Code and fails to cure the breach within a reasonable period after written notice.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other. "Confidential Information" includes non-public business information, pricing, technical data, and trade secrets. The receiving party shall (a) use Confidential Information only to perform its obligations under this Code or any related contract, (b) protect Confidential Information with at least the same degree of care as its own confidential materials, and (c) not disclose Confidential Information except to employees, agents, or subcontractors with a need to know and who are bound to protect such information.

Exceptions include information that is or becomes publicly available without breach, independently developed without use of Confidential Information, or required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in seeking protective measures.

Audit, Reporting and Remediation

Company reserves the right to audit Supplier’s compliance with this Code, including on-site inspections and record reviews upon reasonable notice. Supplier shall promptly report credible allegations of non-compliance and shall cooperate in investigations. Supplier shall implement and document corrective actions for any verified non-compliance. Failure to remediate material non-compliance may result in suspension of orders or termination.

Governing Law

This Code shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any dispute arising out of or relating to this Code shall be resolved in courts of competent jurisdiction within that state, subject to mandatory procedural rules.

Representations and Warranties

Supplier represents and warrants that: (a) it has the full right, power, and authority to enter into this Code; (b) the goods and services supplied will conform to applicable specifications, laws, and industry standards; and (c) performance will not infringe the intellectual property rights of any third party.

Remedies

Remedies for breach of this Code are cumulative and include injunctive relief, recovery of direct damages, indemnification for third-party claims, withholding of payments, suspension of orders, and termination. The exercise of any remedy does not preclude any other remedy available at law or in equity.

Entire Agreement

This Code, together with any referenced purchase orders or contracts, constitutes the entire agreement between the parties with respect to supplier conduct and supersedes all prior agreements, understandings, and communications, whether written or oral, relating to such subject matter. Any amendment must be in writing and signed by authorized representatives of both parties.

Certification

By signing below, Supplier certifies that it has read, understands, and will comply with the provisions of this Code. Supplier further certifies that the representations and warranties set forth above are true and correct as of the Effective Date.

Supplier Signature Representative Title Supplier Additional Comments (optional)

Supplier:

By:

Date:

Company:

By:

Date:

What the Business Supplier Code of Conduct Is and when it applies

A Business Supplier Code of Conduct is a written policy that sets the ethical, legal, and operational expectations a buying organization requires of its suppliers. It typically covers labor standards, anti-corruption, data protection, environmental practices, conflict minerals, and sub‑supplier controls. Organizations use the code during onboarding, procurement evaluations, and contract renewals to assess supplier alignment, manage supply‑chain risk, and document contractual expectations that can be enforced through purchase orders, master service agreements, or supplier audits.

Why a formal supplier code matters for procurement and compliance

A clear Code of Conduct reduces regulatory and reputational risk, standardizes supplier expectations, and helps buyers meet legal obligations such as anti‑bribery due diligence and supply‑chain transparency requirements.

Who prepares and uses the Business Supplier Code of Conduct

Buyers should ensure responsible teams own distribution, signature capture, and retention to preserve evidence of supplier acceptance.

Procurement teams: Evaluate supplier compliance, incorporate code into RFPs and contracts.
Legal & compliance: Align code to laws and contractual remedies for breaches.
Vendors and suppliers: Sign, certify, and attest to compliance with stated obligations.

Core sections to include in a professional supplier code

A robust code is modular and actionable: include clear obligations, monitoring, reporting channels, and remedies for noncompliance.

Labor Standards

Prohibits forced labor and child labor, defines working hours and wages, and requires safe working conditions and grievance mechanisms.

Anti‑Corruption

Requires compliance with anti‑bribery laws, gifts and hospitality limits, and mandatory reporting of suspected bribery incidents.

Data Protection

Specifies handling of personal and confidential data, security controls, breach notification timelines, and any required privacy addenda.

Environmental

Sets expectations for environmental compliance, waste management, emissions reporting, and sustainability targets where relevant.

Supply‑Chain Controls

Requires disclosure of sub‑suppliers, conflict minerals due diligence, and cooperation with audits or remedial plans.

Enforcement

Describes audit rights, corrective action plans, termination rights, and possible financial or contractual remedies for breaches.

Essential fields and supplier data to collect

Supplier Legal Name: Full registered name

Tax Identification: EIN or SSN/TIN

Primary Contact: Name, role, email

Business Address: Street, city, state, ZIP

Certifications: ISO, SOC, etc.

Attestation: Signed compliance statement

Step‑by‑step: issuing and capturing a signed code

Follow this sequence to distribute the code, collect signatures, and retain evidence of acceptance.

01

Prepare document: Finalize code language and attach exhibits or annexes.
02

Identify signers: Confirm the authorized representative and backup contact.
03

Deliver and sign: Send via secure eSignature workflow and capture consent.
04

Store record: Save signed copy with audit trail in your records system.

Configuring an online signing workflow for supplier onboarding

Set up a repeatable workflow with authentication, required fields, and auto‑notifications to streamline large vendor cohorts.

Field	Configuration
Signer authentication	Email + SMS code or KBA for higher assurance
Required fields	Make legal name, effective date, and attestation mandatory
Notifications	Auto-reminders at 3 and 7 days for unsigned forms
Retention	Store signed PDFs and audit logs for legal retention periods

Routing and submission: where to send the completed code

Decide upfront how signed codes are routed to legal, procurement, and supplier records to ensure easy retrieval and auditability.

Procurement repository: Primary storage for supplier onboarding documents.
Legal review: Route executed copies to counsel for compliance tracking.
Supplier portal: Provide signed copy to supplier through portal access.
Backup archive: Store immutable copies in cloud records retention system.

Technical considerations for eSigning supplier codes

Ensure the platform can export signed documents and certificates of completion to your record system and supports any regulatory addenda such as HIPAA BAAs.

Authentication options: Email, SMS, or KBA
Audit trail: IP, timestamp, and action log
File formats: PDF, DOCX support

Primary legal and contractual risks if the code is incomplete or unsigned

Contract unenforceable: Supplier signature missing

Regulatory exposure: Inadequate anti‑bribery controls

Tax risk: Incorrect TINs trigger backup withholding

Audit failure: Missing retention evidence

I‑9 risk: Improper employment documentation

Information breach: Weak data controls

Common mistakes to avoid when preparing or issuing the code

Using informal or inconsistent entity names on the signature block, which can create ambiguity about which legal entity is bound.
Failing to require an attestation or signature, instead relying on passive acceptance that cannot be proved in disputes.
Neglecting to align the code with existing contracts and purchase orders, creating contradictory obligations and enforcement gaps.
Omitting retention and audit‑trail details, which undermines the ability to demonstrate compliance during an investigation or audit.

Timing considerations and practical deadlines

Establish clear timelines for supplier review, signature return, and periodic re‑attestation to maintain current compliance records.

Initial signature period:

Request return within 14–30 days of issue

Annual re‑attestation:

Require yearly confirmation for high‑risk suppliers

Audit notice period:

Provide 10–30 days' notice before supplier audits

Corrective action window:

Set 30–90 days to remediate identified issues

Record purge schedule:

Follow retention schedule before secure deletion

Key milestones from issuance to long‑term retention

Track milestones from document issuance through signature collection, review, and archival to ensure continuous compliance.

01

Issue document

Send code to supplier for review and signature.

02

Collect acceptance

Capture signed code and audit trail evidence.

03

Compliance review

Assess responses and request remediation if needed.

04

Archive completed file

Store signed copy and logs in retention repository.

Real examples of supplier code use and outcomes

These case examples show how organizations used a supplier code to streamline onboarding and document compliance reliably.

Optica Ventures LLC — Brian Fitzgibbons

Optica standardized its supplier attestations across portfolios to reduce onboarding time.

The code required signed attestations from all vendors.
The result: faster supplier acceptance and a single retrievable record for audits, improving operational consistency across multiple property managers.

Tech Data — Bob Dutkowsky

Tech Data integrated supplier codes into procurement workflows to ensure vendor compliance.

Signatures and audit trails were captured electronically for each contract.
This allowed clearer internal accountability, faster approvals, and a centralized evidence trail for regulatory and customer inquiries.

eSignature vendor comparison for executing supplier codes (signNow listed first)

Compare basic pricing and key features that affect large‑scale supplier signing; signNow is listed first per vendor comparison requirements.

	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	Yes, 7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Practical tips to make your supplier code effective and enforceable

Adopt consistent templates, require clear attestations, and preserve signature evidence to make compliance verifiable and defensible.

Use a single authoritative template

Maintain one signed master code and annexes per supplier to avoid conflicting versions and simplify change control.

Mandate authorized signatory

Require the signer to have corporate authority and capture job title to prevent disputes about contractual capacity.

Capture audit evidence

Store signed PDF plus certificate of completion (IP, timestamp, actions) to prove intent and attribution in disputes.

Schedule regular re‑attestation

Require annual or risk‑based re‑signing to keep obligations current and address changing regulations or supplier structure.

Frequently asked questions about executing a Business Supplier Code of Conduct

Answers to common questions about signature validity, retention, and state or industry variations to help troubleshoot execution issues.

Need help? Contact support

Is an electronic signature legally valid?
Yes. Under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, electronic signatures are legally equivalent to handwritten signatures when intent, consent, attribution, and record retention are present.
Do consumer disclosures apply?
If the transaction is consumer‑facing, ESIGN requires a consumer disclosure and affirmative consent; for B2B supplier codes, a clear acceptance clause and signed attestation typically suffice.
When is notarization required?
Notarization is required only when the underlying law or recording practice demands it (for example, deeds or certain affidavits). For most supplier codes, notarization is unnecessary unless specified by contract or state law.
How long must I keep signed codes?
Follow federal and industry retention rules: at least three years for tax records (IRC §6501(a)) and six years for HIPAA‑covered records (45 CFR §164.530(j)); adjust for state variations.
What authentication level is recommended?
Use email + SMS code for routine supplier agreements; apply stronger methods such as KBA or multi‑factor authentication for high‑risk or regulated suppliers.
Can a supplier revoke acceptance?
Revocation depends on contract terms and timing. To avoid ambiguity, include explicit amendment and termination clauses and document any supplier notice of withdrawal in writing.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now