- Model contracts & clauses
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.
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ICC Anti-corruption Clause
The general aim of the 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 thereafter.
Are there additional related ICC publications ?
To explore some of the issues related to this model, you may enjoy the following
ICC Rules on Combating Corruption
The ICC Rules on Combating Corruption constitute the cornerstone of ICC’s anti-corruption work, serving both as a tool for self-regulation by business and as a roadmap for governments in their efforts to fight extortion and bribery.
ICC Ethics and Compliance Training Handbook – Anti-corruption guidance by practitioners for practitioners
This Handbook sets out the challenges which large, medium-sized and small companies have to overcome as they build and put into action their corporate compliance programme.
ICC Anti-corruption Third Party Due Diligence: A Guide for Small- and Medium-sized Enterprises
This Guide aims to address these concerns and inspire Small and Medium size Enterprises (SMEs) to engage in due diligence by creating achievable and manageable due diligence goals.
ICC Business Integrity Compendium 2017
The aim of this ICC Business Integrity Compendium is to provide, in a practical, easy-to-use format, all of the ICC tools that are indispensable for companies big and small, around the world, that are committed to doing business in an ethical and responsible way.
ICC Guide to Export/Import – 5th edition
This Guide has introduced a generation of international trade professionals to the essential rules and standard practices of the export import trade.
Drafting and Negotiating International Commercial Contracts – 3rd edition
With the increasing globalization of markets, more and more businesses draft cross-border contracts on a regular basis. This guide clarifies the issues surrounding international contracts and will help lawyers and business people avoid the most common pitfalls.
Fighting Corruption – International Corporate Integrity Handbook
Including subjects as diverse as money laundering, the role of agents, extortion, accounting and whistleblowing, this invaluable book will be the tool of reference for managers, compliance officers, lawyers and anyone concerned with stamping out corruption.
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