Conflict of Interest Agreement

CONFLICT OF INTEREST AGREEMENT

This Conflict of Interest Agreement (the "Agreement") is made effective as of by and between Client Name: with principal address: and Organization Name: with principal address: . Client Name and Organization Name are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties desire to set forth their respective rights and obligations regarding the avoidance, disclosure, management and resolution of actual, potential, or perceived conflicts of interest that may arise in connection with services performed, business relationships, financial interests, or other activities;

WHEREAS, the Parties acknowledge that undisclosed conflicts of interest may impair objectivity, create legal exposure, or harm the Parties' interests and reputation; and

WHEREAS, the Parties desire a written procedure for prompt disclosure, review, and remedial action to manage conflicts of interest in a manner that is reasonable, documented, and enforceable.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Conflict of Interest" means any situation in which a Party's personal, financial, business or other interests reasonably could be expected to compromise, or appear to compromise, that Party's judgment, objectivity or performance of obligations under this Agreement, including but not limited to: ownership interests, employment, consulting relationships, gifts, favors, loans, or familial relationships.

1.2 "Interested Party" means a Party, any affiliate, or any person or entity with which a Party or a member of the Party's immediate family has a direct or indirect material relationship described in this Agreement.

1.3 "Material Financial Interest" means ownership of equity, debt or other financial interest in excess of or any other interest that would reasonably influence a Party's actions.

2. DUTY TO DISCLOSE

2.1 Each Party shall disclose in writing to the other Party any actual, potential, or perceived Conflict of Interest of which it becomes aware no later than calendar days after discovery. The disclosure shall identify the nature of the interest, the parties involved, the estimated financial magnitude if known, and any steps already taken to mitigate the conflict.

2.2 Disclosures must be made by delivering written notice to the designated representative for each Party under the Notices section of this Agreement and must be accompanied by reasonably available supporting documentation.

3. PROHIBITED CONDUCT

3.1 Unless otherwise approved in writing pursuant to Section 4, each Party is prohibited from: (a) participating in decisions that confer a direct financial benefit to the Party or an Interested Party; (b) accepting gifts, payments, or other consideration from third parties where such acceptance could reasonably influence performance under this Agreement; and (c) using confidential information obtained under this Agreement for personal gain.

3.2 A Party shall not enter into any contract, transaction, or other arrangement on behalf of the other Party when the Party or an Interested Party holds a Material Financial Interest in the counterparty unless full disclosure is made and appropriate management actions are taken as set forth herein.

4. REVIEW, DETERMINATION AND APPROVAL

4.1 Upon receipt of a disclosure, the receiving Party shall promptly review the disclosure and, within days, issue a written determination setting forth whether a Conflict of Interest exists and, if so, the measures required to manage, reduce or eliminate the Conflict (the "Management Measures").

4.2 Management Measures may include recusal from decision-making, divestiture of the financial interest, reassignment of responsibilities, disclosure to affected third parties, or termination of affected relationships. Any approval of an exception to the prohibitions of Section 3 must be in writing and signed by an authorized representative of the non-interest Party.

5. MANAGEMENT, REMEDIES AND ENFORCEMENT

5.1 Failure to disclose a known Conflict of Interest or failure to comply with Management Measures constitutes a material breach of this Agreement and entitles the non-breaching Party to pursue all available remedies, including injunctive relief, damages, and termination of this Agreement for cause.

5.2 The Parties agree that, in the event of a breach, the breaching Party shall indemnify and hold harmless the non-breaching Party for reasonable losses, damages and costs, including attorneys' fees, arising from the breach, subject to any limitations of liability set forth elsewhere in this Agreement.

6. CONFIDENTIALITY

6.1 All disclosures, determinations, supporting documentation, and deliberations undertaken under this Agreement shall be treated as confidential information of the Parties to the extent permitted by applicable law. Confidential information shall be used solely for the purposes of administering this Agreement and complying with legal obligations.

6.2 Notwithstanding the foregoing, a Party may disclose information to legal counsel, auditors, regulators, or as required by law, provided that the disclosing Party gives prompt notice to the other Party where legally permissible and reasonable steps are taken to limit further disclosure.

7. RECORDKEEPING AND AUDIT

7.1 Each Party shall maintain complete and accurate records of disclosures, determinations, and actions taken to manage conflicts for a period of at least years following the date of the disclosure or such longer period as required by law.

7.2 Upon reasonable notice, the Parties shall permit each other's authorized representatives or third-party auditors to inspect relevant records to verify compliance with this Agreement, subject to appropriate confidentiality protections.

8. TERM; TERMINATION; SURVIVAL

8.1 This Agreement shall commence on the effective date set forth above and shall continue in effect for the duration of the Parties' business relationship and for a reasonable period thereafter as necessary to effectuate Management Measures and preserve rights.

8.2 Termination of this Agreement for any reason shall not relieve either Party of obligations that by their nature survive termination, including confidentiality, indemnity, and record retention obligations.

9. NOTICES

Notices shall be deemed given when delivered by hand, sent by nationally recognized overnight courier, or when received by certified mail, return receipt requested.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No course of dealing, waiver or failure to enforce any provision shall be deemed a waiver of any other provision or of subsequent breaches.

10.2 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. Facsimile or electronic signatures shall be valid and binding.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of laws principles.

11.2 This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral.

11.3 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

12. REPORTING AND ADDITIONAL INFORMATION

12.1 The Parties agree to cooperate in good faith to provide such additional information as may be reasonably necessary to evaluate and manage any disclosed Conflict of Interest, including updated financial information, redacted as appropriate to protect personal privacy.

CERTIFICATION

Each Party, by its authorized signatory below, certifies that to the best of its knowledge the information provided in this Agreement and any accompanying disclosures is true, complete and accurate, that it has read and understands the terms of this Agreement, and that it will comply with the disclosure and management requirements set forth herein. Each Party further acknowledges that knowingly making a false statement in connection with a disclosure may constitute a material breach of this Agreement and may subject the Party to disciplinary, contractual or legal consequences.

Sign Now