The International Chamber of Commerce (ICC) was the first business organization to issue anti- corruption rules in 1977 with its Rules of Conduct to Combat Extortion and Bribery. It has since developed a battery of anti-corruption tools focused on private sector training and self-regulation. These include a model Anti-Corruption Clause to help businesspersons create trust with counterparties and prevent their relationships from being affected by corrupt practices in the negotiation and performance of contracts. The clause is designed to be included in contracts where parties commit to comply with the ICC Rules on Combating Corruption30 or to put in place and maintain a corporate anti-corruption 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 1 or 2 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 defence. If the non-complying party does not or cannot take remedial action and does not raise or sustain a defence, the other party can choose to suspend or terminate the contract.
Source: ICC Anti-corruption Clause – ICC – International Chamber of Commerce, https://iccwbo.org/business-solutions/model-contracts-clauses/icc-anti-corruption-clause/
