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Legal Anti-Steer Agreement

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Legal Anti-Steer Agreement

This Legal Anti-Steer Agreement ("Agreement") is entered into as of Effective Date: by and between Company Name: , a organized under the laws of , with principal place of business at (hereinafter "Party A"), and Company Name: , a organized under the laws of , with principal place of business at (hereinafter "Party B"). Party A and Party B are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Party A and Party B have existing business relationships and expect that, in the course of performing services and exchanging information, each Party may refer potential clients, prospects, or transactions to the other; and

WHEREAS, the Parties desire to establish mutual restrictions to prevent direct or indirect steering of referred clients to third parties in a manner that would deprive the referring Party of agreed compensation or commercially reasonable business opportunities; and

WHEREAS, the Parties desire to set forth the terms and conditions under which referrals are made, the obligations of each Party not to steer referrals, and the remedies for breach.

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

1. DEFINITIONS

1.1 "Covered Referral" means any potential client, lead, or transaction that one Party identifies and communicates to the other Party in writing, email, or other documented form in connection with the business activities described in this Agreement.

1.2 "Steer" or "Steering" means any act, whether by direct communication, omission, introduction, recommendation, or facilitation, by which a Party directs, encourages, or assists a Covered Referral to engage with a third party for the purpose of avoiding or reducing the other Party's entitlement to referral fees, commissions, or business opportunities under this Agreement.

1.3 "Confidential Information" means non-public information disclosed by one Party to the other relating to Covered Referrals, pricing, client lists, and all information identified as confidential at the time of disclosure.

2. ANTI-STEER OBLIGATIONS

2.1 Each Party shall: (a) not directly or indirectly Steer any Covered Referral away from the receiving Party to a third party; (b) not make any representation to a Covered Referral that would reasonably be expected to discourage the Covered Referral from engaging with the receiving Party; and (c) not facilitate introductions or communications to third parties with the purpose or effect of depriving the receiving Party of referral fees or business opportunities.

2.2 Each Party shall use commercially reasonable efforts to ensure that its employees, agents, affiliates and subcontractors comply with the obligations set forth in Section 2. A Party shall be responsible for breach of this Section 2 by its employees, agents, affiliates and subcontractors.

3. EXCLUSIONS AND PERMITTED CONDUCT

3.1 The restrictions in Section 2 do not apply to: (a) pre-existing clients of the receiving Party with whom the receiving Party had a documented relationship prior to the Covered Referral; (b) referrals made independently by a Covered Referral after clear, written disclosure by the referring Party that the referral is not a recommendation to avoid the receiving Party; or (c) circumstances where the referring Party reasonably believes in good faith that the receiving Party has materially breached a separate agreement relating to the Covered Referral.

3.2 A Party may, upon prior written notice to the referring Party, decline to pursue a Covered Referral, in which case no anti-steer obligation applies with respect to that Covered Referral following such notice.

4. CONSIDERATION; REFERRAL FEES

4.1 In consideration for the foregoing restrictions, the receiving Party shall pay referral compensation in accordance with the fee schedule agreed by the Parties. Referral Fee (if agreed): or as otherwise set forth in a separate written fee schedule executed by the Parties.

4.2 Referral fees shall be payable within days after the receiving Party has invoiced the referring Party and received payment from the client arising from the Covered Referral, unless otherwise agreed in writing.

5. TERM AND TERMINATION

5.1 This Agreement shall commence on the Effective Date and continue for an initial term of year(s) and shall automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

5.2 Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within days after written notice specifying the nature of the breach.

6. REMEDIES

6.1 The Parties acknowledge that a breach of the anti-steer obligations may cause irreparable harm to the non-breaching Party for which monetary damages alone would be inadequate. Accordingly, the non-breaching Party shall be entitled, in addition to any other remedies available at law or in equity, to seek injunctive relief to prevent or curtail any actual or threatened breach without the requirement to post bond.

6.2 The Parties' rights to seek injunctive relief are cumulative and shall be in addition to any right to recover damages, including but not limited to compensation for lost referral fees and consequential losses resulting directly from a breach of this Agreement.

7. CONFIDENTIALITY

7.1 Each Party shall hold in confidence and not disclose Confidential Information of the other Party except to its directors, officers, employees, affiliates and professional advisors who have a need to know, provided that such persons are bound to confidentiality obligations no less protective than those herein.

7.2 The obligations in this Section 7 shall not apply to information that: (a) is or becomes public knowledge through no fault of the receiving Party; (b) was rightfully known to the receiving Party prior to disclosure; or (c) is required to be disclosed by law or by a valid order of a court or regulatory authority, provided the receiving Party provides prompt written notice to the disclosing Party when legally permissible.

8. REPRESENTATIONS; INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any agreement with a third party.

8.2 Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim resulting from the Indemnitor's breach of this Agreement, negligence or willful misconduct.

8.3 Except for liability arising from willful misconduct, a Party's indemnification obligations, and liability for direct damages arising from a breach of Section 2, in no event shall either Party be liable to the other for consequential, incidental, special or punitive damages.

9. NOTICES

All notices, requests, claims and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth below (or to such other address as may be designated by a Party in writing).

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No waiver of any provision shall be effective except in writing signed by the Party granting the waiver.

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. A facsimile or electronic copy of a signature shall be effective as an original signature.

11. ASSIGNMENT; SURVIVAL

11.1 Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets provided the assignee assumes the assigning Party's obligations hereunder.

11.2 Sections 1, 6, 7, 8, 9, 11, 12 and any other provisions necessary to enforce the Parties' rights shall survive expiration or termination of this Agreement.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

12.2 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements and understandings concerning the subject matter.

12.3 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 in any way be affected or impaired thereby, and the Parties shall negotiate in good faith to substitute for any invalid or unenforceable provision a valid and enforceable provision that achieves, to the extent possible, the economic, business and other purposes of the invalid or unenforceable provision.

MISCELLANEOUS

13.1 Each Party shall perform its obligations hereunder in good faith and in a commercially reasonable manner. The headings in this Agreement are for convenience only and do not affect interpretation.

Party A:

By:

Date:

Party B:

By:

Date:

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What a Legal Anti-Steer Agreement Is and When It Applies

A Legal Anti-Steer Agreement is a written contract that restricts one party from directing, recommending, or otherwise influencing a client or customer to use or favor specific third-party providers or services. These agreements typically define prohibited steering practices, describe permissible communications, and set out any permitted referral or compensation arrangements. They are used where referrals, client choice, or vendor neutrality could create conflicts of interest or regulatory exposure. The document clarifies expectations between referral sources, service providers, and clients to reduce disputes and preserve compliance with applicable statutes or professional rules.

Why a Clear Anti-Steer Agreement Matters

An explicit Anti-Steer Agreement reduces ambiguity about permissible referrals, helps manage conflicts of interest, protects consumer choice, and documents compensation or fee arrangements. It provides evidence of mutual intent and can lower legal and reputational risk when parties understand limits on steering and disclosure obligations.

Why a Clear Anti-Steer Agreement Matters

Who Typically Uses an Anti-Steer Agreement

The document is used across organizations that manage referrals or third-party recommendations.

  • Legal intake teams and law firms: Intake staff and outside counsel use these agreements to document referral policies and avoid fee-splitting or unauthorized endorsements.
  • Healthcare providers and patient referral coordinators: Used where referrals to labs, imaging centers, or specialists must be documented for compliance and patient choice.
  • Financial services and brokers: Employed by advisors and lending intermediaries to define allowable recommendation practices and fee disclosures.

These agreements are most useful where referrals intersect with regulatory rules or professional ethics; tailor language to the industry and jurisdiction.

Core Elements to Include in a Professional Anti-Steer Agreement

A well-drafted agreement balances clear prohibitions with practical exceptions and records compensation, notice procedures, and dispute mechanics to ensure enforceability and operational clarity.

Parties

Identify the contracting parties by full legal name and capacity; specify whether signers act individually, as agents, or on behalf of an organization.

Definitions

Define key terms such as 'steering', 'referral', 'compensation', 'client', and 'covered services' so the scope of the restraint is precise and manageable.

Non-Steer Covenant

State the specific actions that are prohibited (explicit steering, preferential placement, scripted endorsements) and any narrowly tailored exceptions for emergency or client-requested referrals.

Compensation & Disclosure

Describe permitted referral fees or payments, required consumer disclosures, recordkeeping duties, and how payments are calculated and reported.

Term & Termination

Specify the agreement term, renewal conditions, and termination triggers including material breach, insolvency, or change in applicable law.

Dispute Resolution

Identify governing law, venue, and whether disputes go to arbitration, mediation, or court; include attorney-fee provisions if applicable.

Required Information to Make the Agreement Complete

Party Names: Full legal names
Addresses: Street, city, state, ZIP
Effective Date: MM/DD/YYYY
Covered Services: List of services
Fee Schedule: Amounts or formula
Signatures: Signed and dated

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

Use this sequence to prepare, review, and execute the agreement with minimal risk of omissions or ambiguity.

  • 01
    Draft Agreement: Assemble parties, scope, fees, and term in plain language.
  • 02
    Internal Review: Have compliance or legal review for conflicts and regulatory fit.
  • 03
    Obtain Signatures: Collect signatures from authorized signers, in-person or electronically.
  • 04
    Distribute Copies: Provide signed copies to all parties and retain an execution record.

How to Configure a Digital Signing Workflow

Configure fields and authentication before sending to streamline signer steps and preserve a complete audit trail.

Field Configuration
Signature Field Require signer name and date
Conditional Clause Show only when a checkbox is selected
Bulk Send Use for multiple identical agreements
Authentication Choose email, SMS code, or stronger methods

Where to Send and How to Submit the Executed Agreement

Execution workflow depends on whether the agreement requires notarization, premium authentication, or simple e-signature acceptance.

  • Sign: Obtain signatures from all parties
  • Notarize: If required, complete local notary or RON session
  • Distribute: Send signed copies to each party and records custodian
  • Archive: Store executed copy and audit trail securely

Digital Signing and File Requirements

Use an eSignature platform that supports the file types, authentication, and audit-trail features your compliance regime requires.

  • Authentication Methods: Email links, SMS codes, KBA, or SSO
  • Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace
  • Supported Formats: PDF, DOCX, HTML, Excel

Verify the platform can export a tamper-evident signed PDF and retain an audit trail that documents timestamps, IP addresses, and signer attribution.

Typical Timelines and Notice Periods to Include

Specify clear timeframes in the agreement to avoid disputes about cure periods, termination, and the effective date of obligations.

Effective Date:

Date when obligations begin; use MM/DD/YYYY format

Notice Period for Breach:

Commonly 10–30 days to cure a breach

Termination Notice:

Specify 30–90 days depending on business impact

Payment Timing:

State net terms or trigger events for referral payments

Record Retention:

State where executed copies and audit trails are kept

Common Drafting and Execution Mistakes to Avoid

  • Using vague or overly broad prohibitions that could render the restraint unenforceable or ambiguous in court.
  • Failing to record or disclose compensation terms and timing, which leads to disputes and audit exposure.
  • Omitting authorized signer names and titles, producing signatures without clear authority to bind the entity.
  • Neglecting to align the agreement's governing law and dispute clauses with operational reality and venue expectations.

Potential Risks and Consequences of an Incorrect Agreement

Contract Invalidity: Court may refuse enforcement
Civil Damages: Monetary liability for breach
Regulatory Exposure: Fines or enforcement actions
Reputational Harm: Loss of trust and referrals
Tax Reporting Issues: Incorrect reporting of referral fees
Record Deficiencies: Audit failures from missing documentation

Practical Measures to Keep Agreements Clear and Enforceable

Follow these drafting and administration practices to reduce disputes and maintain compliance.

Use Narrow, Specific Language Defining Prohibited Conduct
Draft concrete examples of prohibited steering and carve out limited, objective exceptions. Narrow scope reduces the risk a court will find the restriction unreasonable or overbroad.
Document Compensation and Disclosure Procedures Transparently
Include exact fee formulas, payment timing, invoicing rules, and the exact disclosure language required to inform consumers. Clear money terms reduce audit and tax exposure.
Require Authorized Signers and Maintain Execution Records
Confirm signatory authority, collect titles, and preserve signed copies with an audit trail showing timestamps, IP addresses, and signer authentication details.
Review for Regulatory and Industry-Specific Requirements Regularly
Have legal or compliance counsel review language for changes in state law, bar ethics, HIPAA, or financial services rules and update templates annually.

Saving, Exporting, and Supporting Documents to Keep With the Agreement

Preserve the executed agreement plus supporting materials to satisfy audits, tax reporting, and potential disputes.

Export Formats

Save executed agreements as a signed, tamper-evident PDF (PDF/A when archival required); keep a copy in native format for editing history.

Supporting Exhibits

Attach fee schedules, client consent forms, and any required consumer notices as numbered exhibits referenced in the main agreement.

Audit Trail

Retain a certificate of completion showing signer identity, timestamps, and IP addresses to support authenticity and attribution claims.

Backup Storage

Store copies in encrypted cloud storage and a secondary secure location per retention policy to ensure recoverability.

Who Should Sign on Behalf of an Organization

Referral Source — Authorized Officer

A company officer or authorized agent must sign; the signer should be identified by name and title and must have authority to bind the organization on referral and compensation matters. Attach a corporate resolution if authority is not evident.

Receiving Party — Authorized Representative

The receiving party’s signing representative should include printed name and title; if signing on behalf of an individual client, include evidence of client consent or power of attorney where applicable.

Comparing eSignature Vendors for Executing Anti-Steer Agreements

Select a platform that provides audit trails, adequate authentication, and enterprise controls; the table below summarizes starting pricing and key capabilities.

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 trial Varies Varies Varies Varies
Bulk Send Yes (Business Premium) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Legal Anti-Steer Agreements

Answers to common questions about enforceability, e-signatures, notarization, amendments, and recordkeeping for Anti-Steer Agreements.


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