Is an e-signed agreement enforceable?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided intent, consent, attribution, and retention requirements are met. Confirm exceptions such as wills or court orders that may exclude e-signatures.

When is notarization required?

Most states do not require notarization for standard contracts. Notarization or witness requirements typically apply to specific instruments (deeds, certain powers of attorney). Check state rules for remote online notarization and any recorder or agency filing requirements before relying on notarization.

What if a signer lacks authority?

Verify signer authority by documenting corporate resolutions, officer titles, or power-of-attorney instruments. A signature by an unauthorized person can render the contract voidable. Consider attaching authority documentation and including a warranty of signatory authority clause to mitigate risk.

How to amend or update the agreement?

Require written amendments signed by all parties. Specify amendment procedures, notice periods, and whether electronic signatures suffice for modifications. Maintain version control and keep prior signed versions for audit purposes to show the history of changes and consent.

How should records be stored securely?

Store signed agreements in encrypted repositories with access controls, audit logs, and retention policies. Ensure backups, export to PDF/A for archiving when appropriate, and follow applicable standards such as SOC 2, ISO 27001, or HIPAA security rules for protected health information.

Can consent to electronic records be withdrawn?

Yes. Under ESIGN, consumers must be given a disclosure and the ability to consent to or withdraw consent for electronic records. Document the disclosure, confirmation of access capability, and any withdrawal procedures to maintain compliance with ESIGN consumer consent requirements.

Electronic Signature
Templates
Legal
Legal Anti-Steering Agreement

Legal Anti-Steering Agreement

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LEGAL ANTI-STEERING AGREEMENT

This Legal Anti-Steering Agreement (the Agreement) is entered into as of by and between Party A Name: , Entity Type: , Address: ; and Party B Name: , Entity Type: , Address: .

RECITALS

WHEREAS, Party A and Party B each provide services, products, or introductions to customers and prospective customers in the course of their businesses; and

WHEREAS, the parties desire to establish mutually binding standards that prohibit the improper steering of customers or prospects away from the party entitled to make a recommendation or to receive a referral, and to set forth procedures for disclosures, record-keeping, and remedies for breach; and

WHEREAS, the parties intend that this Agreement will promote transparency of referrals and avoid conflicts of interest, while preserving the right to engage in lawful and disclosed business solicitations.

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 Transaction" means any introduction, referral, solicitation, or transfer of a prospective or existing customer by one party to the other party in connection with the procurement of services, products or any commercial engagement contemplated by the parties.

1.2 "Steering" means any act or omission by which a party knowingly or negligently discourages, directs, or otherwise influences a customer or prospect to choose or engage with a third party in a manner intended to deprive the other party of an opportunity to provide services, unless such direction is expressly permitted by this Agreement.

1.3 "Confidential Information" has the meaning set forth in Section 6 and includes customer identities, referral terms, compensation arrangements and any non-public terms of transactions.

2. ANTI-STEERING COVENANTS

2.1 Each party covenants that, in connection with any Covered Transaction, it shall not engage in Steering. Without limiting the foregoing, a party shall not (a) represent to any customer that the other party is unavailable or unsuitable without good faith basis, (b) omit material facts or otherwise withhold information that would reasonably be expected to inform a customer's decision regarding providers, or (c) accept or solicit third-party payments, fees, or incentives in exchange for directing customers away from the other party unless expressly disclosed and consented to in writing in accordance with Section 3.

2.2 Each party shall conduct its dealings in good faith and shall not make false or misleading statements about the other party's performance, pricing, qualifications, or regulatory standing.

3. PERMITTED ACTIVITIES AND EXCEPTIONS

3.1 The obligations in Section 2 shall not prevent a party from (a) responding to an unsolicited approach by a customer, (b) exercising independent marketing undertaken in the ordinary course of business so long as it does not specifically target a customer for the purpose of diverting from the other party, or (c) complying with a legal or regulatory requirement compelling disclosure or action.

3.2 Any exception based on a pre-existing written agreement between a party and a customer shall be documented and produced to the other party upon request; failure to produce such documentation within ten (10) business days may be deemed a breach of this Agreement.

4. DISCLOSURE AND RECORD-KEEPING

4.1 Each party shall maintain complete and accurate records of referrals and communications with customers relating to Covered Transactions for a period of three (3) years following the date of the referral. Records shall include the identity of the customer, the date of contact, the substance of any disclosures made, and any compensation arrangements connected to the referral.

4.2 Upon reasonable request, and subject to applicable confidentiality constraints and redaction of customer-sensitive financial details, a party shall furnish copies of records reasonably necessary to investigate an asserted breach of this Agreement.

5. CONFIDENTIALITY

5.1 Each party agrees that it will hold Confidential Information in strict confidence and will not disclose such information to third parties except as required by law or as necessary to enforce this Agreement. Confidential Information shall not include information that (a) is or becomes public through no wrongful act of the receiving party, (b) is rightfully received from a third party without any obligation of confidentiality, or (c) is independently developed without use of the disclosing party's Confidential Information.

5.2 The foregoing confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants that it has full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder, and that its performance shall not violate any other agreement or applicable law.

6.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INDEMNIFICATION

7.1 Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any third-party claim caused by the Indemnifying Party's breach of this Agreement, negligent acts or willful misconduct in connection with Covered Transactions.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF THE CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS CONTAINED HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT.

9. TERM, TERMINATION, AND SURVIVAL

9.1 Term. This Agreement shall commence on the effective date set forth above and shall continue for a period of months, unless earlier terminated in accordance with this Section.

9.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail.

9.3 Survival. Sections 4 (Disclosure and Record-Keeping), 5 (Confidentiality), 7 (Indemnification), 8 (Limitation of Liability), and 11 (Governing Law), and any obligations that by their nature should survive, shall survive termination or expiration of this Agreement.

10. REMEDIES

10.1 The parties agree that a breach of the anti-steering covenants or confidentiality obligations would cause irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to all other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief to prevent or curtail any actual or threatened breach.

10.2 The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

11. NOTICES

Notices to Party A

Notices to Party B

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. This Agreement may be amended only by a written instrument signed by both parties.

12.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude any other or further exercise of that right or the exercise of any other right.

12.3 Counterparts. 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. Signatures delivered by electronic means shall be deemed original signatures.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

13.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations.

13.3 Severability. 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.

14. MISCELLANEOUS PROVISIONS

14.1 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all of its assets, provided that the successor assumes the assigning party's obligations hereunder.

14.2 Remedies Cumulative. Except as otherwise provided herein, remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or equity.

Additional Provisions or Notes

Party A Printed Name:

By:

Date:

Party B Printed Name:

By:

Date:

What a Legal Anti-Steering Agreement Is

A Legal Anti-Steering Agreement is a contract between a client and a service provider that restricts the client from directing work, referrals, or payment instructions to third parties based on incentives, fees, or other steering arrangements. It typically defines prohibited behaviors, identifies covered services, specifies exceptions, and establishes remedies for breach including indemnity and termination rights. Common in legal, financial, and healthcare settings, the agreement clarifies expectations, preserves independent advice, and reduces conflicts of interest while documenting consent and enforcement mechanisms under applicable state and federal law.

Why the Agreement Matters for Risk Management

A Legal Anti-Steering Agreement protects parties by preventing undisclosed referrals, preserving fiduciary duty, and reducing liability exposure. It promotes transparency about fees and incentives and creates a contractual basis for enforcement and damages if steering occurs.

Typical Users and Contexts

Organizations and professionals who commonly use Legal Anti-Steering Agreements include law firms, financial advisors, healthcare providers, and vendors managing referral relationships.

Law firms and attorneys managing referral fees or shared-client arrangements.
Financial advisors and brokers disclosing commissions, kickbacks, or fee-based referrals to clients.
Healthcare organizations coordinating patient referrals where inducements could affect treatment recommendations.

Use the agreement to document fee structures, limit conflicts, and set clear remedies for noncompliance.

Representative Signer Profiles

Law Firm Partner

A partner responsible for client intake and referral policies. Uses the agreement to prevent conflicts of interest, document prohibited referral incentives, and enforce fee transparency. Relies on clear remedies and defined exceptions to protect professional obligations.

Hospital Compliance Officer

Oversees referral arrangements and vendor relationships to ensure patient care decisions are independent. Uses the agreement to prohibit financial steering, require disclosures, document exceptions, and coordinate remediation steps that align with HIPAA privacy and institutional policy.

Core Clauses That Make the Agreement Effective

Core clauses and practical features establish prohibited conduct, disclosure obligations, compliance monitoring, remedies, and signature protocols to ensure enforceability across jurisdictions.

Definitions

Provide precise definitions for 'steering,' 'referral,' 'incentive,' and 'covered services,' including examples and numeric thresholds to reduce interpretive disputes and aid consistent enforcement across parties.

Prohibitions

List prohibited behaviors such as fee-sharing, tied transactions, incentive payments, or referral fee arrangements. Include scope, timeframes, and any de minimis thresholds that do not trigger the prohibition.

Disclosures

Require prompt disclosure of any financial relationships or benefits tied to referrals, including amounts, recipients, and whether payments are conditional on referrals or outcomes.

Monitoring

Define monitoring processes, reporting intervals, audit rights, and access to records so parties can detect, investigate, and remediate potential steering incidents with specific KPIs and sample metrics.

Remedies

Specify liquidated damages, cost recovery, injunctive relief, termination rights, and obligation to return or divert improper payments. Include procedures for cure and escalation before litigation.

Governing Law

Choose a governing state and venue. If selecting state law, confirm applicability of ESIGN/UETA and any state-specific exceptions that could limit electronic enforceability or notarization practices.

Step-by-Step: Prepare, Sign, and Enforce

Follow these steps to complete and execute a Legal Anti-Steering Agreement correctly and consistently across parties.

01

Prepare: Identify parties, covered services, and prohibited incentives.
02

Draft: Define steering, exceptions, remedies, and governing law.
03

Review: Have counsel verify enforceability and compliance.
04

Sign: Collect signatures and apply notarization if required.

Typical Electronic Submission Workflow

Typical e-submission workflow for a Legal Anti-Steering Agreement using an eSignature platform and verification steps.

Upload: Upload PDF or DOCX with editable fields.
Place Fields: Drop signature, date, and conditional fields for parties.
Authenticate: Use email, SMS code, or stronger methods.
Finalize: Capture audit trail and distribute signed copies.

Configuring an eSignature Workflow

Configure an eSignature workflow to enforce signing order, authentication, and archival for the agreement, and enable automatic notifications.

Field	Configuration
Signing Order	Sequential signing by parties with reminders
Authentication	Email + SMS or KBA when required
Conditional Fields	Show fields only after prior signing
Document Retention	Store encrypted copy with audit trail
Notifications	Automated reminders and completion alerts

Platform Integrations and Format Considerations

Platform integrations and supported file formats affect signing, secure storage, and automated workflows across enterprise systems such as CRM and document management.

Integrations: Salesforce, NetSuite, Microsoft 365 supported.
Formats: PDF, DOCX, and XLSX supported.
APIs: REST API with SSO and webhooks.

Security, Compliance, and Technical Protections

Encryption: AES-256 at rest; TLS 1.2/1.3.

Audit Trail: Detailed timestamps, IP, and event log.

HIPAA BAA: Available upon request for covered entities.

Authentication: Email, SMS, and advanced signer methods.

Certifications: SOC 2 Type II, ISO 27001, PCI DSS.

Retention: Encrypted storage with configurable retention.

Practical Drafting and Operational Tips

Practical drafting and operational tips improve clarity, compliance, and enforceability while minimizing disputes and administrative burden for all parties.

Use clear, objective contract language

Avoid vague terms such as 'reasonable' or 'best efforts.' Instead define measurable thresholds and examples. Objective criteria reduce disputes and make compliance audits and enforcement predictable, saving time and legal expense.

Include monitoring and audit rights

Grant reciprocal audit rights with clear scope, notice periods, and confidentiality protections. Use defined sample sizes and KPIs for periodic reviews. Specify how audit findings translate into remedial actions and timelines to avoid ambiguous enforcement.

Set explicit remedies and cure periods

Define liquidated damages formulas where appropriate, require notice and a reasonable cure period, and state whether termination is immediate for egregious breaches. Clarity on remedies reduces costly litigation and speeds resolution.

Coordinate with internal and external compliance counsel

Have legal and compliance teams review both draft language and operational processes. Ensure alignment with HIPAA, state licensing laws, and industry codes. Early review prevents unenforceable clauses and avoids regulatory violations.

Common Drafting and Execution Pitfalls

Failing to define what constitutes steering or which incentives are prohibited creates ambiguity and weakens enforcement options.
Using overly broad exceptions without objective criteria allows parties to bypass restrictions and undermines the agreement’s purpose.
Not assigning a clear dispute-resolution process or damages schedule increases litigation risk and delays resolution.
Skipping signature authority checks or failing to notarize when required can render the document unenforceable in some jurisdictions.

Potential Legal and Financial Consequences

Breach Damages: Monetary and injunctive relief.

Regulatory Exposure: State licensing and consumer laws.

Tax Consequences: Unreported fees trigger penalties.

Contract Voidance: Agreement may be rescinded.

Reputational Harm: Loss of client trust.

Operational Disruption: Interrupted referrals and workflows.

Key Deadlines and Timing Items

Key deadlines and timing considerations when executing, delivering, and enforcing the Legal Anti-Steering Agreement across parties.

Execution Date:

Effective date as listed; governs obligations.

Signature Deadline:

Set clear deadline for return to avoid lapses.

Cure Period:

Define notice and cure period before termination.

Record Retention:

Retain signed copies per retention policy.

Reporting:

Disclose referrals as required under applicable state law.

Milestones from Negotiation to Enforcement

Milestones from negotiation through enforcement outline responsibilities, timelines, and triggers for remedial action under the agreement.

01

Negotiation

Clarify covered activities and exceptions before signing.

02

Execution

Obtain signatures and notarization if required.

03

Monitoring

Track referrals, payments, and compliance metrics.

04

Enforcement

Trigger remedies and dispute resolution protocols when violations occur.

How Anti-Steering Agreements Compare to Related Contracts

How Anti-Steering Agreements differ from related documents used to manage referrals and vendor relationships in practice.

Criteria	Anti-Steering Agreement	Referral Agreement
Purpose	prevent steering	formalize referral terms
Scope	broader incentives	compensation terms
Enforceability	contract remedies	payment triggers
Typical Clauses	monitoring, disclosures	payment schedules

eSignature Vendor Pricing and Feature Snapshot

Comparison of common eSignature vendor pricing and key capabilities relevant for executing and managing Anti-Steering Agreements.

	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	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Real-World Examples and Outcomes

Real examples illustrate typical language, enforcement, and operational consequences across sectors and contract sizes, including complex transactions.

Law Firm Example

A regional law firm required partners to sign an Anti-Steering Agreement to prevent referral fee arrangements with allied service providers.

Agreement disallowed fee-splitting and set reporting obligations.
The firm audited partner referrals quarterly, recovered improperly paid fees, and used defined cure periods before termination. The clear definitions and audit rights reduced internal disputes and preserved client trust while enabling targeted remediation.

Healthcare System Example

A hospital system adopted an Anti-Steering Agreement with dialysis vendors to prohibit inducements tied to patient referrals and adjust vendor compensation models accordingly.

Agreement required disclosure and independent referral oversight.
Compliance monitoring included monthly reporting, KPI thresholds, and immediate investigation procedures. The hospital maintained patient choice and documented vendor payments to satisfy auditors and reduce regulatory scrutiny under HIPAA and state healthcare statutes.

Frequently Asked Questions and Practical Answers

Answers to common legal, operational, and compliance questions that arise when preparing, signing, and enforcing a Legal Anti-Steering Agreement.

Need help? Contact support

Is an e-signed agreement enforceable?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided intent, consent, attribution, and retention requirements are met. Confirm exceptions such as wills or court orders that may exclude e-signatures.
When is notarization required?
Most states do not require notarization for standard contracts. Notarization or witness requirements typically apply to specific instruments (deeds, certain powers of attorney). Check state rules for remote online notarization and any recorder or agency filing requirements before relying on notarization.
What if a signer lacks authority?
Verify signer authority by documenting corporate resolutions, officer titles, or power-of-attorney instruments. A signature by an unauthorized person can render the contract voidable. Consider attaching authority documentation and including a warranty of signatory authority clause to mitigate risk.
How to amend or update the agreement?
Require written amendments signed by all parties. Specify amendment procedures, notice periods, and whether electronic signatures suffice for modifications. Maintain version control and keep prior signed versions for audit purposes to show the history of changes and consent.
How should records be stored securely?
Store signed agreements in encrypted repositories with access controls, audit logs, and retention policies. Ensure backups, export to PDF/A for archiving when appropriate, and follow applicable standards such as SOC 2, ISO 27001, or HIPAA security rules for protected health information.
Can consent to electronic records be withdrawn?
Yes. Under ESIGN, consumers must be given a disclosure and the ability to consent to or withdraw consent for electronic records. Document the disclosure, confirmation of access capability, and any withdrawal procedures to maintain compliance with ESIGN consumer consent requirements.

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