Can this agreement be signed electronically?

Yes. Electronic signatures meet federal ESIGN Act requirements (15 U.S.C. ch. 96) and state UETA statutes when intent, consent, attribution, and record retention are present.

Do I need a notary or witnesses?

Most confidentiality agreements do not require notarization to be valid, but particular states or affected document types may require notarization or witnesses; check state rules before execution.

What happens if a conflict is discovered later?

Disclose the new interest promptly per the agreement’s notice clause, implement agreed mitigation or obtain written waivers, and document steps to preserve privilege where necessary.

How long must executed agreements be kept?

Retain signed agreements through the active term and for a period consistent with federal or industry rules — commonly 3 to 7 years; HIPAA requires 6 years for related records.

Can parties limit confidentiality for regulatory disclosures?

Yes. Most agreements include carve-outs allowing disclosures required by law or government request while requiring notice and reasonable cooperation when a compelled disclosure occurs.

What if the signer lacked authority?

An agreement signed without proper authority can be voidable; organizations should confirm signing authority and retain documentation of corporate approvals to avoid challenges.

Electronic Signature
Templates
Legal
Legal Conflict of Interest and Confidentiality Agreement

Legal Conflict of Interest and Confidentiality Agreement

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LEGAL CONFLICT OF INTEREST AND CONFIDENTIALITY AGREEMENT

This Legal Conflict of Interest and Confidentiality Agreement ("Agreement") is made effective as of by and between Client Name: , an entity of type , with principal place of business at , and Counsel Name: , an entity of type , with principal place of business at . Client and Counsel are each a "Party" and collectively the "Parties".

RECITALS

WHEREAS, Client seeks to retain or continue to retain Counsel to provide legal services as set forth in a separate engagement or as otherwise agreed, and such relationship may give rise to access to Confidential Information and potential Conflicts of Interest; and

WHEREAS, Counsel acknowledges that it has professional duties and ethical obligations to avoid conflicts of interest and to preserve the confidentiality of Client information, and the Parties desire to set forth procedures for disclosure, management and remediation of actual or potential conflicts and for protection of confidential information; and

WHEREAS, the Parties wish to define the Parties' respective rights and obligations with respect to conflict disclosure, conflict management and confidentiality in order to minimize risk and to permit the performance of lawful representation.

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 hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement:

(a) "Confidential Information" means any non-public information disclosed by one Party (the Disclosing Party) to the other Party (the Recipient) in any form, whether oral, written, electronic or other, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to client lists, legal strategies, financial data, contracts, privileged communications, and proprietary business information.

(b) "Conflict" or "Conflict of Interest" means any circumstance, relationship, interest or prior or existing representation that could reasonably impair Counsel's independent professional judgment, create competing loyalties, or otherwise materially limit Counsel's ability to represent Client in accordance with applicable professional obligations.

2. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) the person executing this Agreement on its behalf is duly authorized to bind such Party; and (c) the execution and performance of this Agreement will not violate any material agreement, law or ethical obligation applicable to such Party.

3. CONFLICT DISCLOSURE AND DUTY TO DISCLOSE

Counsel shall promptly disclose to Client any actual or potential Conflict of Interest of which Counsel becomes aware, including any material facts relevant to the Conflict. Disclosure shall be made in writing and shall include a description of the nature of the Conflict, the identities of affected parties, and any proposed measures to manage or eliminate the Conflict.

Categories of potential conflicts include (select all that apply):

Financial interest in an adverse party Familial or close personal relationship with relevant party or witness Prior or concurrent representation of an adverse or related party Other (describe below)

If Other or for any disclosed Conflict, describe in detail:

4. CONFLICT MANAGEMENT

Upon disclosure of a Conflict, the Parties shall in good faith agree to management measures appropriate to address the Conflict, which may include screening of personnel, informed consent in writing, engagement of separate counsel, or other protective measures. Where required by applicable professional rules, Counsel shall obtain any necessary consents and shall implement ethical screens to prevent access to Confidential Information by persons with a disqualifying conflict.

5. CONFIDENTIALITY OBLIGATIONS

(a) Recipient agrees to hold in strict confidence and not to disclose, publish or disseminate any Confidential Information except as expressly permitted by this Agreement or as required by law. Recipient shall use Confidential Information solely for the purpose of performing its obligations under the engagement between the Parties.

(b) Recipient shall take all reasonable measures to protect Confidential Information from unauthorized disclosure, including measures at least as protective as those it uses to protect its own confidential information of similar importance, but in no event less than reasonable care.

6. PERMITTED DISCLOSURES

Notwithstanding the foregoing, Confidential Information may be disclosed to the extent such disclosure is: (a) consented to in writing by the Disclosing Party; (b) necessary for compliance with applicable law, regulation, court order or professional obligation, provided Recipient gives Disclosing Party prompt written notice of such requirement to the extent legally permitted; or (c) information that is or becomes generally available to the public other than through a breach of this Agreement.

7. RETURN OR DESTRUCTION

Upon termination of the Parties' engagement or upon written request by Disclosing Party, Recipient shall promptly return or certify destruction of all materials containing Confidential Information, including copies, extracts and summaries, excepting only such archival copies as are required by law or applicable professional recordkeeping obligations, which shall remain subject to this Agreement.

8. REMEDIES; INJUNCTIVE RELIEF

The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity. Nothing in this Agreement shall be construed to limit any right to recover damages or other relief for breach.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of this Agreement by the indemnifying Party, except to the extent such claim results from the indemnitee's gross negligence or willful misconduct.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either Party may designate by written notice in accordance with this Section. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the mail, postage prepaid, by certified or registered mail.

Client Notice Address Counsel Notice Address

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom enforcement is sought. The failure of any Party to enforce any provision shall not be construed as a waiver of such provision or the right to enforce it later.

12. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect. The Parties shall negotiate in good faith a substitute provision that, to the extent possible, achieves the original intent of the Parties.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that state for any action arising out of or relating to this Agreement.

Governing Law State

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating thereto.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

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 transmitted by facsimile, electronic image or other electronic means shall be deemed original for all purposes.

16. SURVIVAL

The obligations of confidentiality, indemnification and any other provisions that by their nature should survive termination shall survive the termination or expiration of this Agreement for the longer of the period required by law or five (5) years following termination, unless a different period is specified in writing.

CERTIFICATIONS

Each Party certifies that, to the best of its knowledge after reasonable inquiry, the information provided in connection with any Conflict disclosure is true, complete and accurate, and that no material fact has been omitted that would reasonably bear on the assessment of a Conflict of Interest.

Signature Authority Title (Client) Signature Authority Title (Counsel)

Disclosing Party (Client) - Printed Name:

By:

Date:

Receiving Party (Counsel) - Printed Name:

By:

Date:

What this agreement is and when it applies

A Legal Conflict of Interest and Confidentiality Agreement is a contract that records disclosures of potential conflicts and creates binding confidentiality obligations between parties engaged in a legal relationship, transaction, or representation. It typically requires each party to identify financial interests, business relationships, or personal connections that could influence objective decision-making, and it sets limits on use, disclosure, and retention of confidential information. The agreement clarifies duties, notification procedures, permitted disclosures, and remedies for breaches to reduce ethical risk and preserve privilege when sensitive information is exchanged.

Why organizations and individuals use this agreement

Using a written Conflict of Interest and Confidentiality Agreement reduces legal and reputational risk by documenting disclosures, limiting unauthorized sharing of sensitive information, and establishing remedies. It supports compliance with professional conduct rules, protects privileged communications, and creates a clear record should disputes arise.

Typical parties who complete this agreement

Common users include law firms, corporate legal departments, outside counsel, board members, consultants, and contractors who will access confidential materials.

In-house counsel and legal departments managing cross-departmental disclosures and vendor access
Outside law firms and individual attorneys accepting an engagement with potential conflicts
Consultants, experts, and third-party vendors receiving confidential or privileged materials

The agreement is also used when multiple parties participate in a transaction or evaluation and when outside experts or vendors require controlled access to privileged information.

Who can sign and their roles

In-House Counsel

Chief legal officers or counsel routinely sign on behalf of an organization to disclose conflicts, accept confidentiality terms, and authorize controlled information sharing. They must ensure corporate authority and maintain internal records of any waivers or mitigation steps.

External Counsel

Partner or authorized attorney signatures bind firms to confidentiality obligations and conflict waivers. External counsel should confirm client identity, record conflict checks, and document any consent or screening procedures used to mitigate conflicts.

Core provisions to include in a professional agreement

A complete agreement balances disclosure, confidentiality scope, handling procedures, and remedies while identifying governing law and signature authority.

Disclosure Clause

Requires parties to list known conflicts and disclose material interests, business relationships, and prior representations that could affect neutrality or privilege protections.

Confidentiality Scope

Defines what information is confidential, exclusions (public domain, prior knowledge), permitted recipients, and limits on use and reproduction of materials.

Use and Access Controls

Specifies who may view confidential materials, whether viewing is on-site or remote, and technical controls or physical safeguards to restrict access.

Notification and Cure

Sets timelines for disclosing newly discovered conflicts, procedures for curing or mitigating conflicts, and steps for obtaining waivers or consent.

Remedies and Liability

Outlines injunctive relief, damages, indemnification, and cost-shifting for breaches while preserving attorney-client privilege where applicable.

Governing Law

Selects the state law that will interpret the agreement and specifies venue for disputes; this affects enforceability and statutory requirements.

Step-by-step: completing and executing the agreement

Follow these sequential steps to ensure a clear, enforceable agreement and to record disclosure and acceptance properly.

01

Prepare Document: Draft or select a template tailored to the relationship and governing law.
02

Complete Disclosures: Each party lists known conflicts and relevant interests in the specified fields.
03

Review and Negotiate: Parties review provisions, propose clarifications, and document any waivers or mitigation measures.
04

Execute and Record: All authorized signers sign, date, and store executed copies in a secure repository.

Digital workflow settings for online completion

Configure an online workflow to collect disclosures, route for review, and capture an audit trail for enforceability and retention.

Field	Configuration
Signer Order	Sequential or parallel routing to ensure reviews occur in the correct sequence
Authentication	Email link with optional SMS code or higher assurance methods for sensitive matters
Conditional Fields	Show additional disclosure fields when parties indicate an interest or relationship exists
Audit Trail Capture	Record IP address, timestamps, and action history at each signing step

Typical online signing flow for conflict and confidentiality forms

An electronic workflow speeds collection while preserving intent, consent, and a detailed audit trail required for legal validity.

Upload Document: Host the agreement in PDF or DOCX format for signing.
Place Fields: Add signature, date, initials, and disclosure text fields where required.
Send to Signers: Use secure email invites or direct signing links with signer authentication.
Store and Audit: Save final signed copy and certificate of completion in a secure repository.

Technical considerations for secure e-execution

Choose a platform that supports secure authentication, tamper-evident signed PDFs, and a retained audit trail for dispute resolution.

Authentication Options: Email, SMS, KBA, or advanced signer verification
File Formats: PDF and DOCX supported for signed export
Integrations: Salesforce, Microsoft 365, NetSuite, Google Workspace

Recommended timelines and response expectations

Establish clear deadlines for initial disclosure, updates, and document retention to ensure timely mitigation of conflicts and to meet regulatory or internal governance deadlines.

Initial Disclosure Deadline:

Provide known conflicts before engagement start or within 10 business days of identification

Ongoing Update Window:

Notify other parties of new conflicts within 5–10 business days after discovery

Review Period:

Allow at least 7 business days for counterparties to review disclosures and propose mitigation

Retention Notice:

Confirm where executed copies will be stored and who has access within 3 business days

Mitigation Implementation:

Implement agreed screening or waivers within 14 days of acceptance

Common preparation pitfalls to avoid

Overbroad confidentiality language that unintentionally prevents required disclosures to regulators or auditors
Failing to specify signer capacity, which can leave corporate authority and enforceability unclear
Using informal or unsigned email statements instead of a signed agreement, weakening proof of consent or waiver
Not recording or retaining an audit trail for electronic signatures, complicating later verification

Risks and potential consequences of improper agreements

Voidable Agreement: Improper authority

Loss of Privilege: Unauthorized disclosure

Regulatory Penalties: Professional discipline

Civil Liability: Damages and indemnity

Contractual Breach: Injunctions and legal costs

Reputational Harm: Business disruption

Answers to common questions about the agreement

This FAQ addresses common execution, enforceability, and electronic signing questions encountered when using Conflict of Interest and Confidentiality Agreements.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures meet federal ESIGN Act requirements (15 U.S.C. ch. 96) and state UETA statutes when intent, consent, attribution, and record retention are present.
Do I need a notary or witnesses?
Most confidentiality agreements do not require notarization to be valid, but particular states or affected document types may require notarization or witnesses; check state rules before execution.
What happens if a conflict is discovered later?
Disclose the new interest promptly per the agreement’s notice clause, implement agreed mitigation or obtain written waivers, and document steps to preserve privilege where necessary.
How long must executed agreements be kept?
Retain signed agreements through the active term and for a period consistent with federal or industry rules — commonly 3 to 7 years; HIPAA requires 6 years for related records.
Can parties limit confidentiality for regulatory disclosures?
Yes. Most agreements include carve-outs allowing disclosures required by law or government request while requiring notice and reasonable cooperation when a compelled disclosure occurs.
What if the signer lacked authority?
An agreement signed without proper authority can be voidable; organizations should confirm signing authority and retain documentation of corporate approvals to avoid challenges.

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