Conduct: Overview, definition, and example

What is conduct?

Conduct refers to the expected behavior, actions, and ethical standards individuals or businesses must follow in a professional or contractual relationship. Conduct rules are often outlined in employment agreements, codes of conduct, business contracts, and organizational policies to ensure compliance with legal, ethical, and operational standards.

For example, an employee handbook may define workplace conduct, stating that employees must treat colleagues with respect, maintain confidentiality, and follow company policies on communication and professionalism.

Why is conduct important?

Clearly defined conduct guidelines help maintain professionalism, prevent disputes, and ensure ethical behavior in business relationships. Whether in the workplace, contractual agreements, or business partnerships, establishing rules of conduct helps protect all parties from misconduct, legal liabilities, and reputational damage.

For businesses, conduct policies support a positive work environment, reinforce compliance with laws and regulations, and help prevent fraud, harassment, or unethical behavior. Without clear conduct expectations, misunderstandings and conflicts may arise, leading to disciplinary actions or legal disputes.

Understanding conduct through an example

Imagine a company hires a consultant and includes a conduct clause in the contract. The clause states that the consultant must adhere to confidentiality rules and avoid any conflicts of interest. If the consultant discloses sensitive company information to a competitor, they would be in violation of the agreement, potentially leading to legal consequences.

In another case, an online marketplace sets out conduct rules for sellers, prohibiting false advertising, deceptive pricing, and abusive behavior toward customers. If a seller violates these rules by posting misleading product descriptions, their account may be suspended.

An example of a conduct clause

Here’s how a conduct clause might appear in a contract:

"The Parties agree to conduct themselves professionally, ethically, and in compliance with all applicable laws and regulations. Any behavior deemed fraudulent, discriminatory, or in violation of this Agreement may result in termination of the contractual relationship and legal action."

Conclusion

Conduct guidelines help set expectations for ethical and professional behavior in contractual relationships, workplaces, and business interactions. By clearly defining acceptable conduct, businesses can prevent disputes, maintain compliance, and promote a respectful and professional environment. Reviewing and understanding conduct clauses in agreements is essential to ensure alignment with legal and ethical standards.


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.