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Diversity Contract Template

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DIVERSITY CONTRACT TEMPLATE

This Diversity Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client has established goals to increase participation of certified diverse suppliers and seeks diversity advisory, outreach, and compliance services in connection with Project/Program: ; and

WHEREAS, Contractor represents that it has the experience, resources, and, where applicable, certification status to perform diversity-related outreach, supplier development, and reporting services described herein; and

WHEREAS, the parties desire to set forth their respective duties, payment terms, confidentiality obligations, and remedies in this Agreement.

1. Scope of Work

2. Payment Terms

Late Payment Fee: If any undisputed amount due to Contractor is not paid within days after the invoice due date, Client shall pay interest at the rate of on the overdue balance until paid. Parties agree this constitutes a reasonable estimate of damages for late payment.

3. Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach that remains uncured after days' written notice specifying the breach. Termination shall not relieve Client of the obligation to pay Contractor for services properly performed and accepted prior to termination.

4. Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as required to perform under this Agreement. "Confidential Information" includes non-public business information, supplier lists, pricing, diversity plan details, and technical data. Confidentiality obligations shall survive termination for a period of .

5. Diversity Commitments and Reporting

Contractor represents and warrants that the information it provides regarding diversity status is true and accurate. Contractor certifies its diversity status (check all applicable):    Minority-owned    Women-owned    Veteran-owned    Service-disabled veteran / Disability-owned    LGBTQ-owned    Other

Contractor shall make commercially reasonable efforts to subcontract with diverse suppliers and to meet the following target goal for participation by diverse suppliers (if applicable): .

Client reserves the right to audit Contractor's diversity records related to this Agreement upon reasonable advance notice. Contractor shall retain supporting documentation for a period of .

6. Remedies for Non-Compliance

In the event of material failure by Contractor to perform its diversity obligations, Client may pursue available remedies including withholding payment, requiring corrective action, assessing liquidated damages equal to , or termination for cause in accordance with Section 3. Any assessment of damages shall be reasonable and based on documented loss or a pre-agreed formula where applicable.

7. Compliance and Non-Discrimination

Contractor shall comply with all applicable laws, ordinances, and regulations concerning nondiscrimination and equal opportunity. Contractor shall not discriminate in the performance of this Agreement on the basis of race, color, national origin, religion, sex, sexual orientation, gender identity, age, disability or veteran status.

8. Representations and Warranties

Each party represents that it has the authority to enter into this Agreement, that its performance will not violate any other agreement, and that all statements and certifications made in connection with diversity status and capabilities are true and accurate as of the Effective Date.

9. 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.

10. Entire Agreement

This Agreement, together with any exhibits, attachments, or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, or agreements, whether written or oral.

11. Miscellaneous

No modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Client:

By:

Date:

Contractor:

By:

Date:

Enter text✕

What the Diversity Contract Template Is

A Diversity Contract Template is a standardized legal agreement that records supplier diversity commitments, reporting obligations, and nondiscrimination clauses between contracting parties. It defines diversity goals, measurement metrics, verification procedures, and remedies for noncompliance. Organizations use the template to document obligations for suppliers, subcontractors, and partners and to create a consistent record for audits and procurement reviews. The template can be executed on paper or electronically when parties meet ESIGN and UETA requirements, and should include fields for performance milestones and evidence submission.

Why a Clear Diversity Contract Matters

A well-drafted Diversity Contract Template clarifies responsibilities, measurable targets, and verification steps to reduce disputes, support procurement compliance, and preserve records for audits. It creates enforceable obligations, helps track supplier performance, and documents remediation paths if diversity commitments are unmet.

Why a Clear Diversity Contract Matters

Typical Users and When They Use It

Procurement teams, diversity officers, and contract managers use this template when onboarding suppliers, issuing requests for proposals, or adding subcontracting requirements to a project.

  • Procurement officers managing supplier selection and contract compliance across vendors and projects.
  • Diversity and inclusion program managers tracking targets, collecting reports, and verifying certifications.
  • Legal or contract administrators who add enforceable diversity clauses to master agreements and SOWs.

Organizations of all sizes use the template to standardize expectations, reduce negotiation time, and maintain a consistent audit trail for internal and external reviews.

Who Can Sign on Behalf of an Organization

Chief Diversity Officer

A Chief Diversity Officer (or equivalent director) signs when policy-level commitments are required; their signature indicates organizational approval of targets, reporting obligations, and internal oversight mechanisms.

Authorized Signatory

An authorized contract signatory (VP Procurement, General Counsel) executes contracts that create binding obligations for the company, and should be named in corporate delegation-of-authority records.

Core Elements to Include in the Template

A professional Diversity Contract Template groups essential clauses so parties understand obligations, timelines, and enforcement mechanisms before work begins.

Parties & Definitions

Identify contracting entities, affiliates, and defined terms such as 'Diverse Supplier,' 'Minority-Owned,' and 'Small Business' with precise, jurisdiction-appropriate definitions to avoid ambiguity.

Diversity Commitments

Specify percentage goals, spend targets, or subcontracting thresholds, including baseline measurement periods and how counts (headcount, spend, subcontract value) are calculated.

Reporting & Verification

Require periodic reporting intervals, acceptable evidence types (certifications, invoices), and verification procedures, including right to audit and third-party validation.

Subcontracting Requirements

Set obligations for prime contractors to solicit qualified diverse subcontractors, document outreach efforts, and include flow-down clauses in subcontracts.

Remedies & Remedies

Define consequences for noncompliance such as corrective action plans, withholding payments, liquidated damages if appropriate, or contract termination rights.

Confidentiality & Data

Address handling of supplier data, confidentiality, and privacy. Specify any protected health information or personal data safeguards when applicable.

Required Data Fields at a Glance

Effective Date: MM/DD/YYYY
Party Names: Legal entity names
Contact Information: Address, email, phone
Diversity Metrics: Percent or dollar targets
Reporting Schedule: Quarterly/annual
Signature Blocks: Signer name and title

Step-by-Step: Filling Out the Template

Follow these steps in order to complete the Diversity Contract Template so it is legally effective and operationally enforceable.

  • 01
    Review Definitions: Confirm terminology and ensure alignment with internal diversity program classifications.
  • 02
    Set Metrics: Enter measurable targets, units, and calculation methods.
  • 03
    Assign Contacts: Add reporting and verification contacts with email and phone.
  • 04
    Execute Signatures: Obtain authorized signatures and include execution dates.

Configuring an Online Signing Workflow

Set these workflow options when you prepare the document for electronic distribution to ensure secure delivery and required evidence capture.

Field Configuration
Authentication Email or SMS code verification
Notifications Automatic reminders and escalations
Document Format PDF with form fields preferred
Audit Trail Capture IP, timestamps, and signer actions

Where to Send or File the Completed Template

After execution, route copies to the parties and maintain a central record for compliance and audit purposes.

  • Primary Recipient: Contract administrator or procurement contact
  • Counterparty: Signed copy returned to supplier
  • Internal Records: Store in contract repository or CLM
  • Audit Folder: Maintain evidence and reports for audits

Technical and Platform Considerations

Ensure your signing platform supports secure eSignatures, audit trails, and the file formats you use before distributing the template.

  • File Formats: PDF, Word DOCX supported
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Compliance: ESIGN, UETA, HIPAA (BAA as needed)

Choose a platform that captures timestamps, signer authentication, and an unalterable audit trail; integration with your document repository simplifies retention and reporting workflows.

Typical Timing and Reporting Deadlines

Standard timing elements help parties meet reporting and verification obligations without surprises.

Contract Execution:

Execute prior to work start; within 30 days of award

Interim Reports:

Quarterly reports due 30 days after quarter end

Annual Audit:

Annual verification and supporting documentation within 90 days

Notice of Noncompliance:

30-day cure period after written notice

Record Retention:

Retain records per retention schedule below

Common Preparation Mistakes to Avoid

  • Using vague targets such as 'increase diversity' without measurable metrics leads to enforcement disputes and inconsistent reporting.
  • Failing to name an authorized signatory or mismatching corporate names creates ambiguity and may delay execution or invalidate notices.
  • Not specifying accepted evidence types for verification (invoices, certificates) causes disputes and increases audit burden.
  • Leaving out flow-down clauses means subcontracting obligations may not be enforceable against lower-tier suppliers.

Risks and Potential Consequences

Contract Termination: Possible termination for material breach
Withheld Payments: Payments may be delayed or withheld
Financial Penalties: Liquidated damages or fines
Reputational Harm: Public procurement sanctions
Loss of Certification: Ineligibility for preference programs
Tax Withholding: Backup withholding triggers if TIN issues

eSignature Pricing Comparison

Compare common vendor pricing and compliance features to choose a platform that meets document, audit, and privacy requirements without referencing a data timestamp.

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 trial No No No No
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No cap 100 envelopes/user/year No cap No cap No cap

Frequently Asked Questions

Answers to common legal, technical, and procedural questions when using a Diversity Contract Template in U.S. contexts.


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