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This ICC Anti-corruption Clause (the ‘Clause’), is intended to apply to any contract that incorporates it either by reference or in full. While parties to a contract are encouraged to incorporate the Clause into their contract by its full name, it is anticipated that any reference in the contract to the ‘Clause’ or related variations shall, in the absence of evidence to the contrary, be deemed to be a reference to the ICC Anticorruption 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.
Three options are possible: either a short text with the technique of incorporation by reference of Part I of the ICC Rules on Combating Corruption 2011 (Option I) or the incorporation of the full text of the same Part I of the ICC Rules on Combating Corruption 2011 in their contract (Option II), or a reference to a corporate compliance programme, as described in Article 10 of the ICC Rules on Combating Corruption (Option III).
Where Options I and II have been chosen, if a party fails materially or on several repeated occasions to comply with the anti-corruption provisions incorporated in the contract, the non-complying party will be given the opportunity to remedy the non-compliance. Such party will also have the opportunity to invoke as a defence that it has put into place adequate anti-corruption preventive measures. In the absence of the non-complying party taking remedial action, or if remedial action is not possible and no defence is effectively invoked, the other party may suspend or terminate the contract, at its discretion.
Any entity, whether an arbitral tribunal or other dispute resolution body, rendering a decision in accordance with the dispute resolution provisions of the contract, shall have the authority to determine the contractual consequences of any alleged non-compliance with the Clause.
|Code ISBN :||978-92-842-0175-4|
|Number of pages :||21|
|Publishing date :||2012-02-01|
Introductory Note on the Application and the General Purpose and Structure of the Clause
A. Option I: Incorporation by reference of Part I of the ICC Rules on Combating Corruption 2011
B. Option II: Incorporation in full of Part I of the ICC Rules on Combating Corruption 2011
C. Option III: Reference to a corporate anti-corruption compliance programme, as described by Article 10 in the 2011 Rules
Commentary on the ICC Anti-corruption Clause
Paragraph 1: Non-corruption undertaking covering the pre-contractual period
Paragraph 2: Non-corruption undertaking covering the period after execution of the Contract (contractual and post-contractual periods)
Paragraph 3: Non-compliance, remedial action and sanctions
Paragraph 4: Dispute resolution
Option III .
Paragraph 1: Corporate compliance programmes
Paragraph 2: Deficiencies in a qualified corporate representative’s statement, remedial action and sanctions
Paragraph 3: Dispute resolution
Annex I: Part I of the ICC Rules on Combating Corruption 2011
Annex II: Article 10 of the ICC Rules on combating Corruption 2011
Selected ICC Publications
Prepared by the ICC Commission on Corporate Responsibility and Anti-corruption, and the Commission on Commercial Law and Practice