ICC Anti-corruption Clause

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: 

1. either a short text with the technique of incorporation by reference to the ICC Rules on Combatting Corruption 2023 (Option I) or 
2. the incorporation of the full text of the ICC Rules on Combating Corruption 2023 in their contract (Option II) or 
3. a reference to a corporate compliance programme, as described in Article 11 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.

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.