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Legal Declaration of Integrity

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LEGAL DECLARATION OF INTEGRITY

Date:   This Legal Declaration of Integrity (the "Declaration") is made by and between Declaring Party Name: , with principal address: and Counterparty Name: , with principal address: .

Recitals

WHEREAS, the Parties seek to establish and affirm mutual standards of integrity, ethical conduct, and compliance with applicable laws and policies in the performance of obligations and interactions arising under or in connection with the subject matter described as: ;

WHEREAS, each Party acknowledges that truthful disclosure, avoidance of corrupt practices, accurate recordkeeping and timely reporting of suspected integrity breaches are material to the Parties' relationship and to preserving public trust; and

WHEREAS, the Parties desire to set forth in writing their commitments and the remedies available in the event of noncompliance.

NOW, THEREFORE, in consideration of the mutual covenants 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 "Integrity Requirements" means the obligations, standards and controls contained in this Declaration together with applicable anti-corruption, anti-bribery, conflict-of-interest and financial recordkeeping laws, regulations and policies. "Party" or "Parties" means the Declaring Party and the Counterparty identified above.

2. Declaration of Integrity

2.1 Each Party hereby affirmatively declares that it shall conduct its activities in a manner consistent with the Integrity Requirements. Without limiting the foregoing, each Party shall not, directly or indirectly, offer, give, solicit, accept, or receive any undue or improper benefit to influence official or commercial action, and shall refrain from any conduct that would constitute a violation of applicable anti-corruption or anti-bribery laws.

2.2 Each Party further declares that all records, invoices, statements and other documents produced in connection with the Parties' relationship shall fairly and accurately reflect the transactions and dispositions of assets, and that no off-book or undisclosed accounts will be maintained to conceal improper payments or benefits.

3. Representations and Warranties

3.1 Each Party represents and warrants that (a) it has full corporate or individual power and authority to execute, deliver and perform this Declaration; (b) execution and performance of this Declaration will not violate any agreement or law applicable to that Party; and (c) the individual signing on behalf of an entity has been duly authorized to bind that entity.

3.2 Each Party further represents that to the best of its knowledge at the time of execution there are no undisclosed facts that would reasonably be expected to give rise to a material violation of the Integrity Requirements.

4. Obligations and Procedures

4.1 Each Party shall implement and maintain policies, procedures and internal controls reasonably designed to prevent and detect violations of the Integrity Requirements, including but not limited to due diligence for third parties, segregation of duties, and supervision commensurate with the nature and risk of activities undertaken.

4.2 Reporting: Each Party shall promptly report in writing any actual or suspected breach of the Integrity Requirements to the other Party's designated integrity contact. Notice of a breach shall be given no later than days after discovery of the breach. Designated contacts for notice are:

5. Investigation and Cooperation

5.1 Upon receipt of notice of a suspected breach, the receiving Party shall promptly undertake a good-faith investigation and shall afford the notifying Party reasonable cooperation and access to records and personnel, subject to confidentiality obligations and applicable legal privilege.

5.2 Where an investigation confirms a material breach, the breaching Party shall take immediate corrective action and shall, where appropriate, reimburse the non-breaching Party for reasonable costs directly attributable to the investigation and remediation.

6. Audit Rights

6.1 Subject to reasonable notice and confidentiality protections, each Party grants the other the right to audit records and controls relevant to compliance with this Declaration. Audits shall be conducted during normal business hours and in a manner designed to minimize disruption.

7. Remedies and Indemnification

7.1 A material breach of this Declaration shall entitle the non-breaching Party to pursue all available remedies at law or in equity, including specific performance, injunctive relief and recovery of damages. Remedies provided for in this Declaration are cumulative and not exclusive.

7.2 The breaching Party shall indemnify, defend and hold harmless the non-breaching Party from and against any third-party claims, fines, penalties or liabilities arising from the breaching Party's failure to comply with the Integrity Requirements, except to the extent caused by the negligence or willful misconduct of the non-breaching Party.

8. Confidentiality

8.1 All information disclosed in connection with reporting, investigation or audit under this Declaration shall be treated as confidential and shall not be disclosed except as required by law, regulation, or valid legal process or to professional advisors who are bound by comparable confidentiality obligations.

9. Term and Termination

9.1 This Declaration shall commence on the effective date set forth above and shall remain in force for a period of years, unless earlier terminated by mutual written agreement or as otherwise provided herein.

9.2 Termination shall not relieve either Party of obligations arising from acts or omissions occurring prior to termination, including obligations to investigate, remediate and indemnify.

10. Notices

10.1 All formal notices and communications required or permitted under this Declaration shall be in writing and delivered to the addresses set forth above or to such other address as a Party may designate in writing in accordance with this Section.

11. Amendments; Waiver

11.1 No amendment, modification or waiver of any provision of this Declaration shall be effective unless in writing and signed by authorized representatives of both Parties. The failure of a Party to enforce any right or provision under this Declaration shall not constitute a waiver of that right or provision.

12. Governing Law

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

13. Entire Agreement; Severability; Counterparts

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

13.2 If any provision of this Declaration is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

13.3 This Declaration 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 electronic means shall be deemed original signatures for all purposes.

Acknowledgement

Each Party acknowledges that it has read this Declaration, that it understands its terms, and that it executes this Declaration voluntarily and with full knowledge of its legal effect. The signatory for each Party certifies under penalty of law that the statements herein are true and accurate to the best of the signatory's knowledge.

Declaring Party - Printed Name:

By:

Date:

Counterparty - Printed Name:

By:

Date:

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What the Legal Declaration of Integrity Is

A Legal Declaration of Integrity is a written, signed statement in which an individual or organization affirms that a document, dataset, disclosure, or statement is accurate, complete, and prepared in good faith. It typically identifies the declarant, describes the record(s) covered, states the period or scope of accuracy, and certifies that no material facts were omitted. The declaration can be used as an affidavit-like assurance in transactions, regulatory submissions, internal audits, procurement, and compliance processes where an express attestation of integrity is required.

Why an Integrity Declaration Matters Legally

The declaration creates a documented representation that supports legal accountability, reduces informational disputes, and provides an evidentiary record for regulators, counterparties, or internal review. It can be referenced in contracts, regulatory filings, or audits to show intent and attribution.

Why an Integrity Declaration Matters Legally

Who Typically Prepares or Signs This Declaration

The signer must have the authority and factual knowledge necessary to make the statements; incorrect signatory selection can undermine enforceability.

  • Corporate officers certifying financial or regulatory disclosures in transactions or filings.
  • Compliance and privacy officers attesting to accuracy of data shared with regulators.
  • Procurement managers and vendors confirming materials, specs, or deliverables match representations.

Core Elements to Include in a Professional Declaration

A clear structure improves enforceability: identity, statement of facts, scope, effective date, signature block, and any supporting exhibits or references.

Declarant

Full legal name and role of the person or entity making the attestation, showing authority to sign and act.

Statement of Integrity

A concise affirmation that information is true, complete, and prepared in good faith, describing the subject matter precisely.

Scope

Dates, documents, datasets, or transaction identifiers covered by the declaration to avoid ambiguity about what is attested.

Materiality

A clause limiting the declaration to material facts and defining what constitutes a material omission or error.

Signature Block

Typed name, title, date, and a physical or electronic signature with signer contact information for attribution.

Supporting Evidence

List of exhibits or attachments (reports, logs, invoices) referenced to substantiate the attested statements.

Required Data Fields at a Glance

Declarant Name: Legal full name
Title or Role: Position within entity
Entity: Legal business name
Subject Period: Start and end dates
Document ID: Reference or file number
Signature Date: MM/DD/YYYY format

Step-by-Step: Completing the Declaration

Follow these steps in order to prepare, verify, and finalize the declaration with clear attribution and recordkeeping.

  • 01
    Draft: Describe scope, facts, and exhibits concisely.
  • 02
    Review: Legal or compliance review for material accuracy.
  • 03
    Authorize: Confirm signer has authority and knowledge.
  • 04
    Sign and Record: Execute signature and retain final copy with audit trail.

Recommended Digital Workflow Settings

Configure your electronic workflow to capture attribution, authentication, and a tamper-evident audit trail.

Field Configuration
Signature Type Electronic signature with timestamp
Authentication Email + SMS code or higher
Audit Trail Capture IP, timestamp, and actions
Retention Store signed PDF and metadata

Where to Send or File the Completed Declaration

Determine destinations based on the declaration purpose: counterparty, regulator, internal file, or public record.

  • Regulators: Submit to the specific agency per filing rules.
  • Counterparties: Provide signed copy to the other contracting party.
  • Internal Records: Store in your document management system.
  • Court Filings: Attach only when court rules permit electronic submissions.

Preparing the Declaration for eSigning and eSubmission

Ensure the platform you choose complies with ESIGN/UETA and any sector-specific rules (for healthcare, choose HIPAA-capable solutions and execute a BAA where required).

  • File Types: PDF or DOCX preferred
  • Authentication: Email plus optional SMS/ID verification
  • Integrations: Connect to DMS or regulatory portals

Typical Timelines and Processing Expectations

Different uses impose different timing obligations; confirm deadlines that apply to regulatory, contractual, or internal reporting needs.

Regulatory Submissions:

Follow agency-specific deadlines; timing varies by regulator.

Contractual Deliverables:

Meet contract-specified timelines to avoid breach.

Internal Audit:

Align with audit cycles and evidence requests.

Retention Start:

Retention begins on signature date

Responding to Challenges:

Allow time for verification and rebuttal

Common Mistakes to Avoid When Preparing the Declaration

  • Using vague scope language that fails to identify specific documents or timeframes can create ambiguity and disputes.
  • Allowing an unauthorized person to sign undermines the declaration’s evidentiary value and may trigger contractual breaches.
  • Failing to retain an audit trail or signed copy prevents later verification and weakens enforceability under ESIGN/UETA.
  • Omitting required regulatory disclosures or consumer consent language (where applicable) may render the electronic record noncompliant.

Penalties and Legal Risks from Incorrect Declarations

Contract Exposure: Breach claims
Regulatory Penalties: Fines or enforcement actions
Criminal Liability: Possible in fraud cases
Civil Damages: Monetary liability
Reputational Harm: Loss of trust
Tax Consequences: Withholding or penalties

Representative Examples of Use

Real-world scenarios illustrate how declarations function in practice and the evidence they should reference.

Corporate Disclosure

A CFO certifies Q4 financial schedules

  • attaches ledgers and reconciliation reports
  • the declaration supports SEC or lender review and clarifies who made the attestation and when.

Procurement Compliance

A supplier attests that supplied materials meet specs

  • references batch certificates and test reports
  • the declaration reduces inspection friction and provides a single point of liability for defects.

Practical Tips for Accurate and Efficient Completion

Small process choices reduce rework and legal exposure; adopt consistent templates and verification steps.

Use Clear Scope
Limit the declaration to specific documents, dates, and identifiers to avoid overbroad assertions and ambiguity.
Confirm Authority
Document that the signer has actual knowledge and corporate authority to bind the entity to the attestation.
Preserve Audit Trails
Retain signed PDFs with timestamps, IP addresses, and action logs to support attribution under ESIGN/UETA.
Attach Supporting Exhibits
Reference and attach the exact supporting records so reviewers can verify the factual basis quickly.

Selected eSignature Pricing and Capability Snapshot

Compare basic pricing and common capabilities for eSignature vendors. signNow is listed first per page convention; confirm plan details with each vendor before purchase.

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 free 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
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently Asked Questions About This Declaration

Answers to common legal and procedural questions about preparing, signing, and storing a Legal Declaration of Integrity.


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