Can this agreement be signed electronically?

Yes. Electronic signatures are valid under the federal ESIGN Act and most states’ UETA frameworks when intent, consent, attribution, and record retention requirements are met.

Who must sign on the supplier side?

An authorized corporate officer or named signatory with authority to bind the supplier should sign; include evidence of delegation if an agent signs on behalf of the company.

Do I need a notary for the agreement?

Generally no for commercial codes of conduct; specific transactions or local rules may require notarization or RON when legal acknowledgements are necessary.

What if a supplier refuses to sign?

Document the refusal, assess whether waivers are acceptable, and consider withholding orders or escalating to legal review before provisioning goods or services.

How long must I retain signed copies?

Retain for the contract term plus an appropriate post-termination period; for tax or HIPAA-related records follow IRS and HIPAA retention rules where applicable.

How should disputes about compliance be handled?

Use the agreement’s dispute resolution and remediation sections, document corrective actions, and retain audit evidence to support enforcement and potential legal remedies.

Electronic Signature
Templates
Legal
Supplier Code of Conduct Agreement

Supplier Code of Conduct Agreement

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SUPPLIER CODE OF CONDUCT AGREEMENT

This Supplier Code of Conduct Agreement (the Agreement) is made effective as of by and between Company Name: , with principal place of business at Company Address: (hereinafter referred to as the Company), and Supplier Name: , with principal place of business at Supplier Address: (hereinafter referred to as the Supplier).

Supplier Entity Type: Corporation Partnership Individual/Other

RECITALS

WHEREAS, the Company purchases goods and services from third‑party suppliers and requires that such suppliers adhere to standards of lawful, ethical, and environmentally responsible conduct; and

WHEREAS, the Supplier supplies products and/or services to the Company and desires to certify that it will comply with the standards, policies and obligations set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the Supplier's commitments regarding labor, health and safety, environmental protection, business integrity and related matters applicable to Supplier's performance for the Company.

NOW, THEREFORE

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

1. DEFINITIONS

In this Agreement, capitalized terms not otherwise defined have the following meanings: "Confidential Information" means non‑public information disclosed by either party that is identified as confidential or would reasonably be understood to be confidential; "Product" means any goods or deliverables supplied by the Supplier to the Company; and "Applicable Law" means all laws, regulations and binding codes applicable to the Supplier's performance.

2. COMPLIANCE WITH LAWS

Supplier shall comply with all Applicable Law in the manufacture, packaging, transport, export, import and delivery of Products and in the operation of its business. Supplier shall maintain all required licenses, permits and registrations and shall provide copies of such documents to the Company upon request.

3. LABOR STANDARDS AND HUMAN RIGHTS

Supplier shall (a) not use forced, bonded or indentured labor or engage in human trafficking; (b) prohibit child labor and ensure that workers are above the minimum age required by Applicable Law; (c) pay wages and benefits that comply with Applicable Law and any contractual wage requirements; and (d) respect the right of workers to form or join trade unions or to bargain collectively where permitted by law. Supplier shall maintain working hours, breaks and overtime practices consistent with Applicable Law.

4. HEALTH, SAFETY AND ENVIRONMENT

Supplier shall provide and maintain safe and healthy working conditions, implement effective health and safety management systems, and comply with environmental laws and regulations. Supplier shall take steps to reduce waste, prevent pollution and manage chemicals responsibly. Supplier shall notify the Company promptly of any incident affecting human health, significant environmental release, or material noncompliance.

5. ANTI‑CORRUPTION AND BUSINESS ETHICS

Supplier shall not offer, pay, promise, authorize or accept bribes, kickbacks, improper facilitation payments, or other corrupt payments in connection with Supplier's obligations to the Company. Supplier shall maintain reasonable procedures to prevent conflicts of interest, protect confidential information and ensure honest accounting and disclosure practices.

6. CONFIDENTIALITY

Supplier shall hold in confidence all Confidential Information received from the Company and shall not use such Confidential Information except to perform under this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach by Supplier or is independently developed by Supplier without use of the Company's Confidential Information. Upon request or termination, Supplier shall promptly return or securely destroy Confidential Information.

7. MONITORING, AUDIT AND ACCESS

The Company and its authorized representatives shall have the right, upon reasonable notice, to conduct on‑site inspections and audits of Supplier facilities, records and processes relevant to this Agreement and to require corrective action for any noncompliance. Supplier shall provide access to records, personnel and premises necessary to verify compliance and shall cooperate in remediation efforts.

8. REPORTING AND NON‑RETALIATION

Supplier shall establish and maintain channels for workers and third parties to report concerns relating to compliance with this Agreement. Supplier shall not retaliate against any individual for reporting concerns in good faith. Report intake contact name and title:

Compliance Contact Name Compliance Contact Title Compliance Contact Phone/Email

9. CORRECTIVE ACTION AND TERMINATION

If the Company identifies noncompliance with this Agreement, Supplier shall promptly investigate and implement a corrective action plan acceptable to the Company. Material or repeated failures to comply may constitute grounds for suspension of orders, termination for cause, and recovery of damages. Supplier shall document all corrective actions and provide status reports to the Company upon request.

Corrective Action Plan Summary (if applicable)

10. SUBCONTRACTORS AND SUPPLY CHAIN

Supplier shall require its subcontractors and suppliers to comply with standards substantially equivalent to those set forth in this Agreement. Supplier remains fully responsible for the performance of its subcontractors and must exercise due diligence in their selection and oversight.

11. RECORDS AND RETENTION

Supplier shall maintain accurate records demonstrating compliance with this Agreement for a period of at least unless a longer period is required by Applicable Law. Such records shall be made available to the Company upon request.

12. INDEMNIFICATION

Supplier shall indemnify, defend and hold harmless the Company and its officers, directors and employees from and against any claims, losses, liabilities, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of Supplier's breach of this Agreement or Supplier's negligence or willful misconduct.

13. LIMITATION OF LIABILITY

Except for liabilities resulting from Supplier's willful misconduct or breach of confidentiality or indemnification obligations, the parties' liability under or in connection with this Agreement shall be limited to direct damages; neither party shall be liable for consequential, incidental, or punitive damages.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified here: , without regard to conflict of laws principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

16. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice.

Company Notice Recipient Company Notice Address Supplier Notice Recipient Supplier Notice Address

17. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties. Failure or delay by either party to exercise any right will not constitute a waiver. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together constitute one instrument.

18. REPRESENTATIONS AND CERTIFICATIONS

Supplier represents, warrants and certifies that (a) Supplier has the corporate power and authority to enter into this Agreement; (b) performance under this Agreement will not violate any other agreement or legal obligation; and (c) the information provided to the Company in connection with this Agreement is true, complete and accurate to the best of Supplier's knowledge.

Supplier Representative Name (print) Supplier Representative Title Additional Comments or Qualifications

Company Printed Name:

By:

Date:

Supplier Printed Name:

By:

Date:

What the Supplier Code of Conduct Agreement Is

A Supplier Code of Conduct Agreement is a written contract establishing expected ethical, labor, environmental, and compliance standards that suppliers must follow when providing goods or services. It formalizes obligations such as anti-corruption, worker safety, nondiscrimination, data protection, and reporting of breaches. Organizations use it as part of supplier onboarding and procurement due diligence to reduce operational, legal, and reputational risk while creating clear expectations across the supply chain.

Why this Agreement Matters for Procurement and Compliance

A clear Supplier Code of Conduct Agreement aligns supplier behavior with your company policies, reduces exposure to regulatory fines, and supports consistent audit evidence. It helps procurement enforce standards, manage third-party risk, and document corrective actions when suppliers fail to meet obligations.

Who Typically Completes and Signs This Agreement

Execution typically requires a named corporate signer with authority to bind the supplier and a dated signature to start the agreement term.

Procurement teams use the agreement to gate supplier onboarding and confirm compliance obligations before purchase orders are issued.
Legal and compliance groups review and approve clauses for regulatory obligations, export controls, and anti-bribery language.
Suppliers and authorized signatories sign to acknowledge obligations and provide contact details for corrective-action coordination.

Core Sections to Include in a Professional Agreement

A robust Supplier Code of Conduct Agreement groups obligations into clear sections so expectations and remedies are straightforward for both parties.

Scope

Define covered suppliers, subcontractors, geographic scope, and which goods or services fall under the code; clarity prevents ambiguity in enforcement.

Standards

List required behaviors: anti-bribery, labor standards, environmental policies, health and safety, data protection, and conflict minerals commitments tailored to your industry needs.

Reporting

Describe how suppliers must report breaches, whistleblower channels, and expected timelines for escalation and remediation.

Audit Rights

State the buyer's right to audit, inspect facilities or records, and require corrective action plans with defined timelines and consequences.

Remedies

Specify actions for noncompliance including remediation steps, suspension of orders, termination rights, and indemnification obligations.

Certifications

Include required supplier attestations, periodic certifications (annual or quarterly), and obligations to update certifications after material changes.

Step-by-Step: How to Complete and Execute the Agreement

Follow these steps to collect signatures and enforce the Supplier Code of Conduct Agreement consistently across suppliers.

01

Prepare Document: Insert supplier details, scope clauses, and required certifications before sending for signature.
02

Internal Review: Legal and procurement review for required clauses, redlines, and approval routing.
03

Send to Supplier: Deliver via secure eSignature platform or secure email with clear instructions and deadline.
04

Record and Monitor: Store the signed agreement, log expiry or renewal dates, and schedule periodic compliance checks.

How to Configure an Online Signing Workflow

A consistent digital workflow reduces delays and preserves a detailed audit trail for each executed agreement.

Field	Configuration
Signing Order	Set buyer approval first, then supplier signature to ensure internal acceptance prior to execution.
Authentication Level	Use email+SMS or organization SSO for high-value suppliers; guest signing for low-risk vendors.
Reminder Schedule	Automate reminders at 3, 7, and 14 days to reduce unsigned documents.
Audit Capture	Enable full audit trail (IP, timestamp, and action log) and store alongside the signed PDF.

Where to Send, File, or Submit the Completed Agreement

Decide a central destination for executed agreements to support retrieval, audits, and supplier lifecycle management.

Contract Repository: Upload the signed PDF to a secure contract management system with metadata tags for supplier and expiry.
ERP/Procurement Record: Link the agreement to vendor records in ERP or procurement software for automated compliance checks.
Legal File: Store executed originals or certified PDFs in the legal department’s records for dispute evidence.
Vendor Portal: Post a redacted copy to the supplier portal for reference and compliance self-assessment.

Digital Signing and Technical Requirements

Ensure the platform supports retention exports and audit reports so signed agreements remain reproducible for audits and regulatory reviews.

File Formats: PDF and DOCX accepted for templates and final signed exports.
Integrations: Connectors to ERP, CRM, and cloud storage streamline storage and metadata syncing.
Authentication: Offer SMS, email, or SSO for signer verification depending on risk level.

Typical Timelines, Deadlines, and Processing Expectations

Set clear target dates to minimize procurement delays and ensure supplier compliance validation happens before goods or services are delivered.

Onboarding Return:

Request signed agreement within 7–14 days of issue to avoid order holds.

Certification Renewal:

Require annual recertification for high-risk suppliers, or sooner if material changes occur.

Audit Scheduling:

Provide 10–30 days notice for supplier audits and inspections.

Corrective Action:

Expect supplier remediation plans within 30 days of noncompliance notification.

Record Access:

Maintain signed copies accessible for at least the retention period specified in the agreement.

Key Milestones in the Supplier Agreement Lifecycle

Track major milestones from issuance to long-term retention to ensure continuous compliance and visibility.

01

Issue Agreement

Buyer issues finalized code as part of onboarding packet to supplier for signature.

02

Supplier Review

Supplier reviews obligations and raises questions or requests redlines if needed.

03

Execution

Authorized signatories sign and date the agreement; execution starts the effective period.

04

Ongoing Monitoring

Periodic certifications and audits occur throughout the contract term and renewal cycle.

Common Preparation and Execution Mistakes to Avoid

Using a supplier’s informal name instead of its legal entity name, which can create enforceability and tax-reporting problems.
Failing to specify governing law or jurisdiction, leading to disputes about applicable statutory requirements and enforcement forums.
Omitting audit and remediation rights, which prevents buyers from verifying compliance or enforcing corrective actions effectively.
Sending unsigned or incomplete templates to suppliers, causing delays and inconsistent contractual language across the vendor base.

Penalties and Risks from an Incorrect or Missing Agreement

Contract Voidance: Disputes over enforceability

Supply Disruption: Order suspensions or cancellations

Regulatory Fines: Fines for noncompliance with sector laws

Reputational Harm: Public exposure of violations

Financial Liability: Indemnity or damage claims

Withholding Risks: Payment holds pending remediation

Required Information and Fields to Collect

Entity Name: Legal business name

EIN or TIN: Tax identifier

Signatory: Name and title

Effective Date: MM/DD/YYYY format

Primary Contact: Email and phone

Certification: Checkbox or attestation

Annual Pricing Comparison for eSignature Providers

This table compares starting prices and common capabilities across major eSignature providers. signNow appears first for straightforward comparison of pricing and compliance features.

	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	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions About Supplier Code of Conduct Agreements

Answers to common questions about electronic execution, enforceability, signatory authority, and recordkeeping for supplier codes.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are valid under the federal ESIGN Act and most states’ UETA frameworks when intent, consent, attribution, and record retention requirements are met.
Who must sign on the supplier side?
An authorized corporate officer or named signatory with authority to bind the supplier should sign; include evidence of delegation if an agent signs on behalf of the company.
Do I need a notary for the agreement?
Generally no for commercial codes of conduct; specific transactions or local rules may require notarization or RON when legal acknowledgements are necessary.
What if a supplier refuses to sign?
Document the refusal, assess whether waivers are acceptable, and consider withholding orders or escalating to legal review before provisioning goods or services.
How long must I retain signed copies?
Retain for the contract term plus an appropriate post-termination period; for tax or HIPAA-related records follow IRS and HIPAA retention rules where applicable.
How should disputes about compliance be handled?
Use the agreement’s dispute resolution and remediation sections, document corrective actions, and retain audit evidence to support enforcement and potential legal remedies.

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