The ICC Anti-corruption Clause is a voluntary contractual provision that companies can include in their commercial agreements, whereby they undertake to comply with the 2023 ICC Rules on Combating Corruption or commit to put in place and maintain an anti-corruption compliance programme.
The ICC Anti-corruption Clause is a voluntary contractual provision that companies can include in their commercial agreements, whereby they undertake to comply with the 2023 ICC Rules on Combatting Corruption or commit to put in place and maintain an anti-corruption compliance programme.
The purpose is to provide an underlying legal foundation to mitigate corruption risks during the negotiation and contractual period. The inclusion of the Clause thereby reassures both parties about the integrity of their counterpart, and includes clear and actionable avenues for redress where there are allegations of breach.
By establishing clearly defined anti-corruption obligations, the Clause creates a transparent framework for ethical business conduct. This reduces compliance uncertainty, enhances mutual accountability, builds trust on a foundation of shared ethical standards, and ultimately strengthens commercial partnerships. Widely used by businesses and even by some governments, the 2025 Clause has been updated to align with current business practices and the 2023 ICC Anti-corruption Rules.
The 2025 Anti-corruption Clause ensures alignment with the 2023 ICC Rules on Combating Corruption, which serve as both a self-regulation tool for business and a roadmap for governments in their efforts to fight corruption. The new edition includes a recognition that parties may opt to use this ICC Anti-corruption Clause, or the spirit of this ICC Clause, as part of a broader compliance or business integrity clause, and a reaffirmed commitment on the prevention of conflicts of interest.
The Clause is an essential component of ICC’s renown lead in setting standards of business integrity worldwide, and forms part of ICC’s larger body of work on Model Contracts and Clauses – a suite of practical legal tools drafted by legal experts. These contracts and clauses enable business to avoid the significant time and expense of drafting bespoke contracts, offering instead proven, reliable templates that ensure equitable terms for all parties.
The ICC Anti-corruption Clause can be included via one of three options:
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.
Should you have any further questions or wish to receive a copy of the 2012 Anti-corruption Clause edition, available in English and Spanish, please contact us.
The ICC Rules on Combatting 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 has issued guidance to support businesses faced with challenging situations that cause stay-or-leave dilemmas, requiring crisis management and due diligence to identify, prevent and mitigate the impacts of company decisions on human rights, society and the conflict.
The ICC 2022 Whistleblowing Guidelines make clear that there is no “one-size-fits-all” solution and that the Whistleblowing Management System must be made part of the cultural environment and the governance of the Enterprise.
These Guidelines provide recommendations to Enterprises on how to monitor and manage Conflicts of Interest facing their directors, officers, employees, agents and representatives. By advising Enterprises on how to put in place a policy preventing Conflicts of Interest, ICC helps them deter corrupt practices and other illegal behaviour and promote an ethical business culture.
