Potential conflicts clause: Copy, customize, and use instantly
Introduction
A potential conflicts clause helps businesses identify, disclose, and manage situations where conflicts of interest may arise. It promotes transparency, minimizes legal risks, and ensures fair decision-making in contractual relationships. This clause is commonly used in agreements involving consultants, employees, contractors, and business partners.
Below are templates for potential conflicts clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Comprehensive disclosure clause
This variation requires a party to fully disclose any potential conflicts before entering or continuing the agreement. It is commonly used in employment and contractor agreements.
The [Party] agrees to disclose any existing or potential conflicts of interest that may affect their ability to fulfill obligations under this Agreement. The [Party] must provide written notice to the [Other Party] upon discovery of such conflicts and cooperate in resolving them to the satisfaction of the [Other Party]. Failure to disclose conflicts may result in termination of this Agreement.
Ongoing conflict monitoring clause
This variation requires ongoing disclosure of conflicts that may arise during the term of the agreement. It is suited for long-term contracts where new conflicts could emerge over time.
The [Party] shall continuously monitor and disclose any potential conflicts of interest that arise during the term of this Agreement. Any conflicts must be reported to the [Other Party] within [X] days of discovery. The [Other Party] reserves the right to take reasonable action to mitigate the impact of such conflicts, including requiring recusal from specific activities or terminating this Agreement if necessary.
Conflict resolution procedure clause
This variation outlines a structured process for handling potential conflicts, ensuring they are assessed and addressed in a fair manner. It is commonly used in corporate governance and professional service agreements.
If a potential conflict of interest arises, the [Party] must notify the [Other Party] in writing within [X] days. The [Other Party] shall review the disclosure and determine an appropriate course of action, which may include waiving the conflict, implementing mitigation measures, or terminating the Agreement. Any decisions regarding conflicts shall be documented in writing and agreed upon by both Parties.
Minimal disclosure clause
This variation provides a limited disclosure requirement, allowing a party to determine when a conflict is material enough to warrant disclosure. It is often used in flexible or informal business relationships.
The [Party] shall use reasonable judgment in assessing whether a conflict of interest may materially affect their performance under this Agreement. If the [Party] determines that a conflict exists, they shall notify the [Other Party] and propose reasonable measures to mitigate any adverse impact. The [Other Party] may accept or reject such measures at their sole discretion.
Strict conflict prohibition clause
This variation outright prohibits any conflicts of interest, ensuring parties avoid any situation that could create a conflict.
The [Party] shall not engage in any activity, business, or relationship that creates a conflict of interest with their obligations under this Agreement. Any violation of this clause shall be grounds for immediate termination of this Agreement and may result in legal action to recover damages.
Third-party conflict review clause
This variation introduces an independent third party to assess and resolve conflicts, ensuring impartiality in conflict management.
If a potential conflict of interest is identified, the Parties shall submit the matter to an independent third party for review. The third party shall assess the conflict and recommend appropriate mitigation measures. Both Parties agree to abide by the recommendations unless they mutually agree on an alternative resolution.
Restricted conflict engagement clause
This variation allows conflicts but imposes restrictions on how they can be managed to prevent adverse effects.
The [Party] may engage in activities that could create a potential conflict of interest, provided they disclose such activities in writing to the [Other Party] and comply with any reasonable restrictions imposed to mitigate adverse effects. The [Other Party] reserves the right to prohibit specific activities if they pose a material risk to the performance of this Agreement.
Confidential conflict disclosure clause
This variation requires conflict disclosures to remain confidential, preventing unnecessary exposure or reputational damage.
All disclosures of potential conflicts of interest shall be treated as confidential and shall not be shared with third parties without the written consent of the disclosing [Party]. The [Other Party] agrees to assess conflicts in good faith and take reasonable steps to protect the confidentiality of disclosed information.
Board approval clause
This variation requires conflicts to be reviewed and approved by a governing board before proceeding.
Any potential conflict of interest involving the [Party] must be disclosed to the [Other Party] and submitted to the [Board/Executive Committee] for review. The conflict may only be waived if the [Board/Executive Committee] determines that it does not materially impact the integrity of this Agreement.
Time-limited conflict clause
This variation places a time restriction on conflicts, ensuring they are disclosed and resolved within a specific timeframe.
The [Party] shall notify the [Other Party] of any potential conflict of interest within [X] days of becoming aware of it. If no resolution is reached within [Y] days, the [Other Party] may take any necessary action, including terminating this Agreement.
Non-financial conflict clause
This variation addresses conflicts of interest that are not strictly financial, such as personal relationships or affiliations.
The [Party] agrees to disclose any non-financial conflicts of interest, including personal relationships, affiliations, or other factors that may influence decision-making under this Agreement. The [Other Party] may require appropriate measures to mitigate any undue influence arising from such conflicts.
Client-specific conflict clause
This variation ensures conflicts related to specific clients or business relationships are properly managed.
The [Party] shall not provide services to any client or entity that directly competes with the [Other Party] without prior written approval. If a potential conflict arises, the [Party] must disclose it and work with the [Other Party] to determine an acceptable resolution.
Regulatory compliance conflict clause
This variation ensures that conflicts are managed in compliance with legal and regulatory requirements.
The [Party] shall comply with all applicable laws and regulations regarding conflicts of interest. If a potential conflict is identified, the [Party] shall promptly disclose it and follow all required regulatory procedures to resolve or mitigate the conflict.
Dual employment conflict clause
This variation prohibits or regulates conflicts arising from an individual holding multiple employment positions.
The [Party] shall not engage in any employment, consultancy, or contractual relationship that conflicts with their duties under this Agreement without prior written approval from the [Other Party]. Any such engagement must be disclosed and reviewed to prevent conflicts of interest.
Public disclosure conflict clause
This variation requires conflicts to be disclosed publicly in certain circumstances, such as for government contracts or non-profit organizations.
If the [Party] is engaged in work involving public funds or regulatory oversight, any potential conflict of interest must be disclosed in accordance with applicable public disclosure laws. The [Party] agrees to cooperate in providing any necessary documentation or declarations as required by law.
Equity interest conflict clause
This variation addresses conflicts arising from financial stakes or ownership interests in competing businesses.
The [Party] shall not hold a financial interest exceeding [X]% in any entity that competes with the [Other Party] without full disclosure and written approval. Any failure to disclose such interests may result in termination of this Agreement.
Vendor relationship conflict clause
This variation ensures that conflicts related to vendor selection and procurement processes are properly managed.
The [Party] shall not have a direct or indirect financial interest in any vendor, supplier, or contractor engaged by the [Other Party] unless such interest is fully disclosed and approved in writing. Any undisclosed conflicts may result in termination of this Agreement.
Family relationship conflict clause
This variation requires the disclosure of conflicts arising from close personal relationships.
The [Party] shall disclose any familial relationships with employees, contractors, or business partners of the [Other Party] that may create a conflict of interest. The [Other Party] may impose reasonable restrictions to prevent any undue influence on business decisions.
Gift and hospitality conflict clause
This variation regulates conflicts related to gifts, favors, or other forms of hospitality.
The [Party] shall not accept gifts, favors, or hospitality from any entity that could reasonably be seen as an attempt to influence their decisions under this Agreement. Any gifts exceeding a value of [X] must be disclosed and may require approval from the [Other Party].
Post-contract conflict clause
This variation extends conflict of interest obligations beyond the term of the agreement.
The [Party] shall not engage in any activity that presents a conflict of interest with the [Other Party] for a period of [X] months following the termination of this Agreement. This includes employment, consultancy, or financial involvement with direct competitors.
Whistleblower conflict clause
This variation provides protections for individuals reporting conflicts of interest.
No [Party] shall retaliate against any individual who discloses a potential conflict of interest in good faith. Any reported conflicts shall be reviewed objectively, and confidentiality shall be maintained to the extent possible.
Performance impairment conflict clause
This variation addresses conflicts that may impair a party’s ability to fulfill their contractual obligations.
The [Party] shall not engage in any outside activity that materially impairs their ability to perform obligations under this Agreement. Any potential impairment due to conflicts of interest must be disclosed, and the [Other Party] reserves the right to impose restrictions or terminate this Agreement.
Government contract conflict clause
This variation ensures compliance with conflict of interest regulations in government contracts.
The [Party] shall disclose any financial, personal, or business relationships that may create a conflict of interest in connection with any government contract. The [Party] agrees to comply with all applicable government ethics and procurement laws to prevent unfair advantage or improper influence.
Investment conflict clause
This variation regulates conflicts arising from investments in competing or related businesses.
The [Party] shall not invest in or hold a controlling interest in any business that competes with or has a material relationship with the [Other Party] without prior written disclosure. Any such investments must be reviewed and approved to mitigate potential conflicts.
Mergers and acquisitions conflict clause
This variation addresses conflicts that may arise during mergers, acquisitions, or business restructuring.
If the [Party] becomes involved in merger, acquisition, or restructuring discussions that could create a conflict of interest with the [Other Party], the [Party] must notify the [Other Party] in writing and take reasonable steps to mitigate any adverse effects on this Agreement.
Personal financial gain conflict clause
This variation prevents conflicts where a party could benefit financially at the expense of the other party.
The [Party] shall not use their position or access to confidential information under this Agreement for personal financial gain or to provide benefits to related parties. Any potential conflicts must be disclosed and resolved before proceeding with any affected transaction.
Non-compete conflict clause
This variation prevents a party from engaging in activities that directly compete with the other party during the term of the agreement.
The [Party] agrees not to engage in or support any business activity that competes with the [Other Party] during the term of this Agreement. Any exceptions require prior written approval from the [Other Party].
Conflict disclosure certification clause
This variation requires parties to certify in writing that they have disclosed all known conflicts.
The [Party] shall provide a written certification at the start of this Agreement and periodically thereafter confirming that they have disclosed all known conflicts of interest. If any new conflicts arise, they must be disclosed within [X] days.
Intellectual property conflict clause
This variation regulates conflicts related to the ownership, use, or development of intellectual property.
The [Party] shall not use proprietary information or intellectual property developed under this Agreement for any competing business or personal benefit. Any potential conflicts regarding intellectual property rights must be disclosed and resolved in writing.
Exclusive engagement conflict clause
This variation prevents a party from providing similar services to competitors during the agreement term.
The [Party] agrees to provide exclusive services to the [Other Party] during the term of this Agreement and shall not engage in similar contractual relationships with direct competitors without prior written approval.
Audit and enforcement conflict clause
This variation allows for audits to ensure compliance with conflict of interest policies.
The [Other Party] reserves the right to conduct periodic audits to verify compliance with this conflict of interest clause. If any undisclosed conflicts are discovered, the [Other Party] may take corrective action, including termination of this Agreement.
Political contributions conflict clause
This variation regulates conflicts arising from political donations or lobbying efforts.
The [Party] shall not make political contributions, endorsements, or engage in lobbying activities on behalf of the [Other Party] without prior written approval. Any personal political activities must be conducted independently and without using resources from this Agreement.
Project-specific conflict clause
This variation applies to conflicts arising within specific projects rather than the entire business relationship.
If a potential conflict of interest arises in connection with a specific project under this Agreement, the [Party] must immediately notify the [Other Party] and take necessary steps to mitigate the conflict without affecting unrelated projects.
Customer relationship conflict clause
This variation ensures fair treatment of clients when a party serves multiple customers in the same industry.
The [Party] agrees to disclose any existing relationships with customers or clients that may create a conflict of interest. The [Party] shall take reasonable measures to ensure fair treatment and avoid preferential dealings that could disadvantage the [Other Party].
Public relations conflict clause
This variation prevents conflicts that could impact reputation or branding.
The [Party] shall not engage in any public relations activities that create a conflict of interest with the [Other Party]. Any promotional materials or public statements referencing the [Other Party] require prior written approval.
Retainer conflict clause
This variation applies to conflicts arising from multiple retainer agreements.
The [Party] must disclose any retainers or long-term service agreements with third parties that could conflict with their obligations under this Agreement. The [Other Party] reserves the right to assess and approve such arrangements before continuing the engagement.
Technology usage conflict clause
This variation ensures that a party does not misuse proprietary technology for conflicting interests.
The [Party] shall not use, modify, or distribute any proprietary technology, software, or systems obtained through this Agreement for competing purposes. Any potential conflicts must be disclosed, and proper licensing arrangements must be followed.
Nonprofit organization conflict clause
This variation addresses conflicts arising when a party serves on nonprofit boards or committees.
The [Party] shall disclose any leadership positions or affiliations with nonprofit organizations that could create a conflict of interest. If such conflicts arise, the [Other Party] reserves the right to impose reasonable restrictions to prevent bias or undue influence.
Joint venture conflict clause
This variation prevents conflicts between partners in a joint venture.
The [Party] shall not enter into any agreements, partnerships, or business dealings that conflict with the interests of the joint venture without prior written disclosure and approval.
Advisory role conflict clause
This variation regulates conflicts that arise from providing advisory or consulting services.
If the [Party] serves in an advisory or consulting capacity for any organization that competes with or has a material relationship with the [Other Party], they must disclose such engagements and obtain approval before continuing this Agreement.
Conflicting duties conflict clause
This variation ensures that contractual obligations do not interfere with existing duties or commitments.
The [Party] shall not undertake obligations that materially interfere with their ability to fulfill duties under this Agreement. If a conflict arises, the [Party] must disclose it and take corrective action to resolve any inconsistencies.
Internal review conflict clause
This variation requires internal compliance teams to review potential conflicts before they escalate.
If a potential conflict of interest arises, the [Party] must submit it to the internal compliance team for review. The compliance team shall assess the nature of the conflict and recommend corrective actions, which must be followed to maintain contractual obligations.
Supplier conflict clause
This variation prevents conflicts related to preferential treatment in supplier selection.
The [Party] shall not favor suppliers, vendors, or contractors in which they have a personal or financial interest without full disclosure. All supplier-related conflicts must be disclosed, and procurement decisions shall be made objectively and fairly.
Undisclosed compensation conflict clause
This variation prohibits receiving undisclosed compensation that could influence decision-making.
The [Party] shall not accept undisclosed payments, commissions, or incentives from third parties that could influence their performance under this Agreement. Any such compensation must be disclosed and approved in writing.
Privileged information conflict clause
This variation regulates the use of confidential information in situations that could create conflicts of interest.
The [Party] shall not use privileged or proprietary information obtained under this Agreement for personal gain or to benefit any competing entity. Any misuse of confidential information shall be grounds for termination of this Agreement.
Endorsement conflict clause
This variation prohibits endorsements or affiliations that may conflict with the interests of the other party.
The [Party] shall not publicly endorse, promote, or affiliate with any entity that competes with or contradicts the values and interests of the [Other Party] without prior written approval.
Consulting services conflict clause
This variation regulates conflicts that arise when a party provides consulting services to multiple clients.
The [Party] shall disclose any consulting services offered to third parties that may conflict with obligations under this Agreement. The [Other Party] reserves the right to impose reasonable restrictions or request modifications to prevent conflicts.
Ownership stake conflict clause
This variation prevents conflicts arising from ownership stakes in competing businesses.
The [Party] shall not hold an ownership interest exceeding [X]% in any business that competes with the [Other Party] unless such interest is fully disclosed and approved. Any undisclosed conflicts may result in termination of this Agreement.
Hiring conflict clause
This variation prevents conflicts related to hiring or recruiting practices.
The [Party] shall not hire or engage individuals who have direct conflicts of interest with the [Other Party] unless full disclosure is made and necessary approvals are obtained. Any undisclosed hiring conflicts may result in corrective action.
Non-solicitation conflict clause
This variation prevents conflicts where a party attempts to solicit employees or clients of the other party.
The [Party] shall not solicit employees, contractors, or clients of the [Other Party] for a period of [X] months after the termination of this Agreement. Any solicitation efforts must be disclosed and approved in advance.
Joint marketing conflict clause
This variation regulates conflicts that arise when parties engage in joint marketing efforts with competitors.
The [Party] shall not participate in joint marketing, co-branding, or promotional efforts with entities that compete with the [Other Party] without prior written approval. Any marketing-related conflicts must be disclosed before engagement.
Funding source conflict clause
This variation prevents conflicts arising from funding sources that may create competing interests.
The [Party] shall disclose any financial backing, sponsorships, or funding sources that may create a conflict of interest. The [Other Party] reserves the right to review and approve such funding arrangements before proceeding.
Service overlap conflict clause
This variation prevents conflicts where a party provides similar services to multiple competing businesses.
The [Party] shall not provide services that directly compete with those of the [Other Party] during the term of this Agreement unless prior written approval is obtained. Any potential service conflicts must be disclosed before engagement.
Research conflict clause
This variation regulates conflicts related to research activities and intellectual property rights.
If the [Party] engages in research that overlaps with the subject matter of this Agreement, they must disclose any potential conflicts. The [Other Party] reserves the right to impose restrictions to protect proprietary research and intellectual property.
Advisory board conflict clause
This variation addresses conflicts related to participation in advisory boards or committees.
The [Party] shall disclose any advisory board or committee memberships that could create a conflict of interest. The [Other Party] reserves the right to request mitigation measures to prevent undue influence or bias.
Employee investment conflict clause
This variation prevents employees from investing in competitors while under contract.
Employees of the [Party] shall not invest in or financially benefit from any business that competes with the [Other Party] without full disclosure. Any such investments must be reviewed and approved to mitigate conflicts.
Regulatory disclosure conflict clause
This variation ensures conflicts are disclosed in compliance with industry regulations.
The [Party] shall comply with all regulatory disclosure requirements related to conflicts of interest. Any required disclosures must be made within [X] days of identifying a potential conflict, and corrective actions must be implemented as necessary.
Personal relationship conflict clause
This variation prevents conflicts arising from close personal relationships between parties.
The [Party] shall disclose any personal relationships that may affect their ability to perform obligations under this Agreement. If such relationships create an undue influence, appropriate measures shall be taken to mitigate the conflict.
Media conflict clause
This variation regulates conflicts that arise when a party engages in media appearances or publications.
The [Party] shall not engage in media interviews, publications, or public speaking engagements that conflict with the interests of the [Other Party] without prior written approval. Any potential conflicts must be disclosed in advance.
Industry association conflict clause
This variation regulates conflicts arising from memberships in industry groups or trade associations.
The [Party] shall disclose any memberships in industry groups, trade associations, or professional organizations that may create conflicts of interest. The [Other Party] reserves the right to request mitigation measures to prevent undue influence.
Intercompany transactions conflict clause
This variation regulates conflicts that arise from transactions between related or affiliated companies.
The [Party] shall disclose any financial transactions, agreements, or arrangements involving affiliated entities that may create a conflict of interest. The [Other Party] reserves the right to review and approve such transactions before execution.
Personal gain restriction conflict clause
This variation prohibits parties from making decisions based on personal financial benefits.
The [Party] shall not use their position under this Agreement to gain personal financial benefits that could compromise their impartiality or the interests of the [Other Party]. Any personal benefits received must be disclosed in writing.
Product endorsement conflict clause
This variation prevents conflicts related to endorsing competing products or services.
The [Party] shall not endorse, promote, or advertise products or services that compete with those of the [Other Party] without prior written approval. Any conflicts arising from product endorsements must be disclosed immediately.
Event sponsorship conflict clause
This variation regulates conflicts that arise from sponsoring or participating in industry events with competitors.
The [Party] shall not sponsor, promote, or participate in industry events that primarily feature or promote competitors of the [Other Party] without prior written consent. Any event-related conflicts must be disclosed in advance.
Social media conflict clause
This variation prevents conflicts of interest arising from social media endorsements or public statements.
The [Party] shall not use social media platforms to promote, endorse, or engage with competitors of the [Other Party] in a manner that could create a conflict of interest. Any social media activity that may pose a conflict must be reviewed and approved in advance.
Dual advisory role conflict clause
This variation prevents conflicts arising when a party serves as an advisor to multiple competing organizations.
The [Party] shall not provide advisory services to any entity that directly competes with the [Other Party] without full disclosure and prior written approval. If a conflict arises, the [Party] agrees to take corrective action as directed by the [Other Party].
Board membership conflict clause
This variation ensures conflicts are disclosed when a party serves on a competing company's board of directors.
The [Party] shall disclose any existing or potential board memberships that may create a conflict of interest with the [Other Party]. If such conflicts arise, the [Other Party] may request mitigation measures or require the [Party] to recuse themselves from specific discussions or decisions.
Educational affiliation conflict clause
This variation regulates conflicts arising from teaching, training, or academic involvement with competing institutions.
The [Party] shall disclose any teaching, training, or academic affiliations that could present a conflict of interest with the [Other Party]. The [Other Party] reserves the right to review and impose reasonable restrictions to prevent conflicts.
Government lobbying conflict clause
This variation prevents conflicts that arise when a party engages in lobbying efforts that could impact contractual obligations.
The [Party] shall not engage in lobbying activities that could conflict with the interests of the [Other Party] without prior written approval. Any lobbying-related conflicts must be disclosed before engaging with regulatory authorities.
Cross-jurisdiction conflict clause
This variation prevents conflicts arising when a party operates in multiple jurisdictions with differing regulations.
The [Party] shall disclose any regulatory conflicts or legal restrictions that may impact their ability to perform under this Agreement in different jurisdictions. The [Other Party] reserves the right to assess and mitigate any cross-jurisdictional conflicts.
Nonprofit funding conflict clause
This variation regulates conflicts when a party receives funding from multiple sources with competing interests.
The [Party] shall disclose any financial contributions, grants, or funding sources that may create a conflict of interest with the [Other Party]. Any conflicts arising from funding arrangements must be addressed before acceptance of funds.
Whistleblower protection conflict clause
This variation protects individuals from retaliation when reporting conflicts of interest.
The [Party] shall not retaliate against any individual who reports a potential conflict of interest in good faith. All reported conflicts shall be reviewed impartially, and appropriate corrective actions shall be taken.
Service exclusivity conflict clause
This variation ensures that a party remains exclusive to one client in a specific industry.
The [Party] shall not provide identical or substantially similar services to any direct competitor of the [Other Party] during the term of this Agreement unless otherwise agreed in writing. Any service-related conflicts must be disclosed in advance.
Subcontractor conflict clause
This variation regulates conflicts that arise when subcontractors have affiliations with competitors.
The [Party] shall not engage subcontractors who have existing relationships with direct competitors of the [Other Party] without prior written approval. Any subcontractor-related conflicts must be disclosed before engagement.
Media production conflict clause
This variation regulates conflicts in content creation or media production for competing businesses.
The [Party] shall not produce, develop, or distribute media content that promotes or benefits a direct competitor of the [Other Party] without prior written consent. Any media-related conflicts must be disclosed before publication or release.
Investment advisory conflict clause
This variation prevents conflicts arising when a party provides investment advice while holding financial interests.
The [Party] shall not provide investment advice to clients while maintaining undisclosed financial interests in the securities, companies, or industries they advise on. Any conflicts related to investment advisory services must be disclosed immediately.
Trade secret conflict clause
This variation prevents the misuse of trade secrets in situations that create conflicts of interest.
The [Party] shall not disclose, use, or transfer any trade secrets or proprietary information obtained under this Agreement for personal gain or competitive advantage. Any trade secret-related conflicts must be disclosed and resolved before continuing any affected activities.
Joint research conflict clause
This variation regulates conflicts that arise from joint research initiatives with competing entities.
The [Party] shall not engage in joint research projects with entities that compete with the [Other Party] without prior disclosure and approval. Any intellectual property rights or findings resulting from such projects must be addressed in advance.
Event participation conflict clause
This variation ensures conflicts are managed when a party participates in industry events or conferences.
The [Party] shall disclose any planned participation in industry conferences, trade shows, or speaking engagements where a conflict of interest with the [Other Party] may arise. Any conflicts must be reviewed and resolved before the event.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.