No. 740E
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Help CentreThe 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.
Why use the ICC Anti-corruption Clause?
The Clause helps preserve trust between parties and prevents corruption in both the negotiation and performance of contracts. The general aim of the Clause 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.
What's new in the revised 2025 edition?
The 2025 Anti-corruption Clause ensures alignment with the 2023 ICC Rules on Combatting 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. .
About the application, purpose and structure of the Clause
The Clause is intended to apply to any contract that incorporates it either by reference or in full.
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.
How to include the ICC Anti-corruption Clause in a contract
The ICC Anti-corruption Clause can be included via one of three options:
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.
Considering the relevance of other compliance areas, 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, in which other risks such as human rights, ESG (environmental, social and governance principles), money laundering, anti-fraud and/or economic sanctions are integrated.
Number of pages : | 27 |
Publishing date : | 2025-07-03 |
Language : | English |
Foreword
Introductory note on the application and the general purpose and structure of the Clause
The ICC Anti-corruption Clause
A. Option I: Incorporation by reference of Part I of the ICC Rules on Combating Corruption 2023
B. Option II: Incorporation in full of Part I of the ICC Rules on Combating Corruption 2023
C. Option III: Reference to a corporate anti-corruption compliance programme, as described by Article 11 in the 2023 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: No conflict of interest undertaking
Paragraph 4 : Non-compliance, remedial action and sanctions
Paragraph 5 : 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: ICC Rules on Combating Corruption 2023
Prepared by the ICC Global Commission on Business Integrity
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