ICC Anti-corruption Clause

What are the main features of this model? 

An international business transaction requires a precise and detailed underlying legal foundation that helps the parties mitigate risks. However, it can be expensive and time-consuming to draft such a full contract oneself, especially as regards critical issues related to anti-corruption. The ICC Anti-corruption Clause responds to the market’s need for a reliable and equitable template, providing a set of clear and concise standard provisions regarding obligations and risks concerning corruption.  The model clause may be incorporated into commercial contracts, saving parties time and money in the negotiation process. 

The model clause helps preserve trust between contractual parties and prevents corruption in both the negotiation and performance of contracts. It is intended to be included in contracts where parties commit to comply with the renowned ICC Rules on Combating Corruption or commit to put in place and maintain a corporate anti-corruption compliance programme. 

The general aim of the model clause is to provide parties with a contractual provision that will reassure them about the integrity of their counterparts during the pre-contractual period as well as during the term of the contract and even afterwards.  

Three options are possible – parties may include in their contracts:  

• Option 1: A short text that incorporates Part I of the ICC Rules on Combating Corruption 2011 by reference,  
• Option 2:  The full text of Part I of the ICC Rules on Combating Corruption 2011, or  
• Option 3: A reference to a corporate compliance programme, as described in Article 10 of the ICC Rules on Combating Corruption.  

Where Options I or II are chosen, a party who fails to comply with the incorporated anti-corruption provisions will be given a chance to remedy the non-compliance and to raise the fact that it has put in place adequate anti-corruption preventive measures as a defense.  

If the non-complying party doesn’t or can’t take remedial action and doesn’t raise a defence, the other party can choose to suspend or terminate the contract.