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Probity Deed Agreement

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PROBITY DEED AGREEMENT

This Probity Deed Agreement (this Deed) is made on and is entered into between:

Party A Name:    Address:    Role:

Party B Name:    Address:    Role:

RECITALS

WHEREAS, Party A is conducting or administering a procurement, grant, contract or other transaction described as (the Procurement);

WHEREAS, Party B wishes to participate in the Procurement or provide services in connection with it and, as a condition to that participation, Party A requires assurances of integrity, compliance with probity obligations and the preservation of confidential information; and

WHEREAS, the parties agree that certain obligations and remedies should be imposed as a deed for the protection of the Procurement process and the public interest.

NOW THEREFORE

In consideration of the mutual covenants and undertakings set out below and other good and valuable consideration the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 In this Deed, unless the context otherwise requires:

"Probity Obligations" means the obligations set out in clause 2 and any obligations expressed in this Deed to ensure integrity, non-collusion, transparency, declaration of conflicts and cooperation with audits.

"Confidential Information" means information disclosed in connection with the Procurement that is by its nature confidential or is designated as confidential, excluding information that is lawfully in the public domain without breach of this Deed.

2. PROBITY COVENANTS

2.1 Party B covenants with Party A that, and warrants to Party A that, at all times during the Procurement and for a period of after completion or termination, Party B will:

(a) act honestly and with integrity and not engage in any conduct that has or may have the effect of unduly influencing the Procurement outcome, including bribery, kickbacks, collusion or secret commissions;

(b) promptly disclose to Party A any actual or potential conflict of interest, gift, entertainment or hospitality that could reasonably be perceived to affect impartiality and, upon request, provide full particulars in writing;

(c) maintain complete and accurate records of all matters relevant to its performance and participation in the Procurement and make those records available to Party A or its auditors on reasonable request;

(d) not engage any agent, subcontractor or consultant in relation to the Procurement without prior written consent of Party A, and shall ensure such third parties are bound by obligations no less onerous than those in this Deed.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants to the other that it has full power, authority and capacity to enter into and perform this Deed and that this Deed constitutes legal, valid and binding obligations enforceable in accordance with its terms.

3.2 Party B further represents that it has not, and will not, engage in any conduct which would constitute a breach of any anti-corruption or anti-competitive law applicable to the Procurement.

4. AUDIT, INVESTIGATION AND COOPERATION

4.1 Party B shall permit Party A, its auditors and any regulator with lawful authority to inspect, audit and copy relevant books, records, communications and data relating to the Procurement and Party B's compliance with this Deed upon reasonable notice or immediately in the case of suspected serious breaches.

4.2 Party B will fully cooperate with any investigation conducted by Party A, including providing statements, documents and access to personnel. Party B must preserve relevant documents for a period of from the date of finalisation of the Procurement unless otherwise directed in writing.

5. REPORTING BREACHES

5.1 Party B must notify Party A in writing as soon as reasonably practicable, and in any event within of becoming aware of any suspected or actual breach of this Deed, including details of the circumstances, persons involved and steps taken to mitigate harm.

6. REMEDIES

6.1 Without prejudice to any other right or remedy, a breach by Party B of its Probity Obligations shall entitle Party A to take one or more of the following actions, at its discretion:

(a) disqualify Party B from the Procurement or any future procurement; (b) terminate or suspend any agreement entered into as a result of the Procurement; (c) require Party B to repay any fees, payments or benefits obtained as a result of the breach; (d) seek injunctive or declaratory relief and damages; and (e) recover costs of investigation and enforcement from Party B.

7. CONFIDENTIALITY

7.1 Each party must keep Confidential Information confidential and not use or disclose it except for the purposes of the Procurement, compliance with law or with the prior written consent of the disclosing party.

7.2 The obligations in this clause survive termination of this Deed for a period of or as required by law.

8. INDEMNITY

8.1 Party B indemnifies and keeps indemnified Party A against all liabilities, losses, damages, costs and expenses (including reasonable legal costs) incurred by Party A arising out of or in connection with any breach by Party B of this Deed, including any third party claims resulting from corrupt or unlawful conduct.

9. DURATION AND SURVIVAL

9.1 This Deed commences on the Effective Date and continues until the later of completion of the Procurement and the expiry of any survival periods specified in this Deed.

9.2 The obligations in clauses 2, 4, 7 and 8, and any other clause which by its nature is intended to survive, will survive termination or expiry of this Deed.

10. NOTICES

Notices to Party A

Notices to Party B

11. ASSIGNMENT

11.1 Neither party may assign or novate its rights or obligations under this Deed without the prior written consent of the other party, such consent not to be unreasonably withheld where the assignee agrees to be bound by the provisions of this Deed.

12. AMENDMENTS

12.1 No amendment or variation of this Deed is effective unless it is in writing and executed as a deed by both parties.

13. WAIVER

13.1 A waiver of any right or remedy under this Deed is effective only if it is in writing and signed by the party granting the waiver; a waiver is limited to the specific matter described and does not operate as a waiver of any other right.

14. COUNTERPARTS

14.1 This Deed may be executed in any number of counterparts, each of which is an original and all of which together constitute one instrument. Execution by electronic means, including scanned signatures, is permitted where the law so allows.

15. GOVERNING LAW

15.1 This Deed is governed by and construed in accordance with the laws of and the parties submit to the non-exclusive jurisdiction of the courts of that jurisdiction.

16. ENTIRE AGREEMENT AND SEVERABILITY

16.1 This Deed contains the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, understandings and negotiations.

16.2 If any provision of this Deed is held to be invalid, illegal or unenforceable in any jurisdiction, that provision is to be read down or severed to the extent necessary and the remaining provisions will continue in full force and effect.

FURTHER ASSURANCE

17.1 Each party must do all acts and execute all documents necessary or desirable to give full effect to this Deed.

EXECUTION AS A DEED

Each party acknowledges that this Deed is intended to be executed as a deed and that it binds the party on execution in accordance with applicable formalities.

Party A

Printed Name:

By:

Date:

Party B

Printed Name:

By:

Date:

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What the Probity Deed Agreement Is and When It Applies

A Probity Deed Agreement is a legal instrument used to document the transfer, restriction, or verification of property interests where transparent chain-of-title, conflict-of-interest disclosures, and compliance with procurement or funding rules are required. It combines standard deed elements (grantor, grantee, legal description, consideration) with express probity provisions such as conflict declarations, compliance warranties, and records-retention clauses to ensure legal enforceability and auditability in regulated transactions.

Why a Probity Deed Agreement Matters for Clear Title and Compliance

A Probity Deed Agreement reduces title disputes and evidences that parties met procurement and disclosure obligations; it documents the factual and procedural safeguards required by funders, regulators, or internal compliance programs.

Why a Probity Deed Agreement Matters for Clear Title and Compliance

Common Parties and When They Use This Agreement

Typical users include property owners, purchasers, title companies, government contracting officers, and in-house legal teams managing compliance.

  • Title companies and closing agents verifying chain-of-title and conflict disclosures during recording and closing.
  • Government procurement and grant administrators ensuring recipients comply with procurement probity rules and reporting.
  • Corporate counsel and compliance officers documenting conflict-of-interest waivers and internal approval histories for property transfers.

Use this agreement where transparency and documented compliance reduce downstream risk and make record review straightforward for auditors and courts.

Who Can Sign and Their Roles

Grantor — Property Owner

The grantor must be the legal owner or authorized representative. Provide proof of authority (corporate resolution or power of attorney) before execution to avoid invalid conveyance or title defects during recording.

Grantee — Recipient

The grantee should confirm identity and intended interest. Acceptance language and signature by a duly authorized representative provides attribution and supports enforceability under ESIGN/UETA.

Key Clauses to Expect in a Professional Probity Deed Agreement

A professional Probity Deed Agreement blends standard conveyance language with specialized probity clauses; these sections clarify parties, obligations, and remedies to limit disputes and demonstrate compliance.

Parties

Full legal names and entity types for grantor and grantee, including jurisdiction of incorporation and, for entities, a statement of signatory authority to avoid later disputes about capacity.

Recitals

Background facts that explain the purpose of the transfer and any procurement, grant, or regulatory context that triggers probity requirements or special conditions.

Covenants

Affirmative and negative covenants addressing conflict-of-interest disclosures, compliance with funding conditions, restrictions on further transfers, and ongoing reporting obligations.

Consideration

A clear statement of monetary or non-monetary consideration and any conditional payment schedule; vagueness here can affect tax reporting and enforceability.

Representations

Declarations about title, authority, absence of undisclosed encumbrances, and compliance with laws; these support indemnity claims if misstatements arise.

Remedies

Specific remedies for breach, including rescission, indemnity, and lender or funder remedial rights, plus dispute resolution mechanisms and governing law.

Step-by-Step: Completing the Probity Deed Agreement

Follow these sequential steps to prepare, execute, and finalize the deed with probity protections in place.

  • 01
    Prepare Document: Gather title, prior deeds, and procurement records.
  • 02
    Complete Fields: Enter legal names, description, consideration, and effective date.
  • 03
    Execute: Sign, notarize (or RON), and record as required.
  • 04
    Distribute: Send copies to title insurer, funder, and compliance file.

Process Flow: From Draft to Recorded Deed

A concise workflow ensures the agreement is complete, authenticated, and recorded correctly while preserving audit evidence for probity reviews.

  • Drafting: Create deed with probity clauses and exhibits.
  • Review: Legal and compliance teams verify disclosures and authority.
  • Authentication: Notarize in person or via RON when allowed.
  • Recording: File with county recorder and distribute certified copies.

Digital Workflow Settings for Online Completion

Configure the online workflow to capture identity, consent, and an audit trail that supports ESIGN/UETA requirements.

Field Configuration
Signature Type Typed, drawn, or PKI-based per risk level
Authentication Email link, SMS code, or knowledge-based verification
Conditional Fields Show conflict disclosure only when applicable
Audit Trail Enable IP, timestamp, and action logging

Platform and Integration Considerations

Select a platform that supports secure signing, robust audit trails, and integrations with your document and title systems.

  • Integrations: Salesforce, NetSuite, Box and more
  • Formats: PDF, DOCX, and fillable templates
  • Authentication: SMS, email, or advanced KBA

Ensure the platform offers secure storage, tamper-evident PDFs, and easy export to file systems used by title companies and compliance teams.

Key Dates to Track When Using a Probity Deed Agreement

Track execution, recording, and reporting dates to avoid title disputes, tax consequences, or funding noncompliance.

Execution Date:

Date parties sign; often affects priority of interests.

Recording Deadline:

Record promptly to protect against subsequent claims; county rules vary.

Reporting to Funder:

Meet grant or lender reporting schedules in agreement.

Tax Reporting Impact:

Document affects Form 1099 or other tax filings when consideration triggers reporting.

Retention Start:

Retention begins at creation or effective date for compliance purposes.

Potential Penalties and Legal Risks of an Incorrect Agreement

Recording Rejection: Recorder may refuse defective descriptions
Title Defect: Incorrect parties can create clouded title
Tax Penalty: Misreported consideration triggers penalties
Contract Voidance: Lack of authority can void conveyance
Fraud Allegations: Undisclosed conflicts may lead to liability
Enforcement Delay: Disputes slow transfers and funding draws

Common Preparation Mistakes to Avoid

  • Using an imprecise legal description that does not match recorded plats, which causes recording rejections and title exceptions during underwriting.
  • Entering inconsistent party names between deed, closing statement, and corporate records, leading to delays and demands for curative documents.
  • Failing to attach required probity exhibits or procurement approvals, resulting in funder noncompliance and potential recovery actions.
  • Skipping notarization or using an invalid notary format for the county recorder, which can render the deed unrecordable.

Security and Compliance Features to Look For

Encryption: AES-256 at rest
In-Transit: TLS 1.2/1.3 encryption
Audit Trail: IP, timestamp, and action logs
HIPAA: BAA available when required
21 CFR Part 11: Support for FDA-regulated records
Access Controls: Role-based permissions and SSO

Real-World Examples of Probity Provisions in Practice

The following examples illustrate how organizations incorporated probity language to meet compliance and recording needs.

Optica Ventures — Closing Efficiency

The team standardized deed language to include procurement disclosures and chain-of-title exhibits.

  • The change cut review cycles.
  • Brian Fitzgibbons, COO of Optica Ventures LLC, noted the interface is simple and easy-to-use for internal teams and customers while improving turnaround during closings.

Martin Properties — Remote Execution

Property manager implemented online probity deeds with identity verification.

  • Remote signing supported off-site closings.
  • Tim Martin, Founder of Martin Properties, reported executing documents online with compliance and built-in security across mobile and offline scenarios.

eSignature Pricing and Feature Comparison Relevant to Probity Deeds

Compare common pricing and capability criteria for eSignature platforms used to execute and retain legal deeds; signNow appears first for clarity.

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 Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/yr cap Varies Varies Varies

Best Practices to Minimize Risk and Ensure Recordability

Adopt consistent drafting, verification, and recording steps to reduce defects and demonstrate probity during audits.

Use Exact Legal Descriptions
Copy legal descriptions verbatim from prior recorded instruments to prevent recorder rejections and title exceptions.
Verify Signatory Authority
Obtain corporate resolutions or POAs for entity signers and retain proof of authority in the compliance file.
Record Promptly
Record as soon as practicable after execution to secure priority and prevent third-party claims.
Preserve Audit Evidence
Keep tamper-evident signed PDFs, notarization records, and the full audit trail to support probity reviews.

Frequently Asked Questions and Troubleshooting

Answers to common legal and practical questions about executing, notarizing, and recording a Probity Deed Agreement.


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