Clause guide
Anti-Bribery Clause clause: meaning, risks, and what to negotiate
Requires parties to comply with anti-bribery and anti-corruption laws and avoid improper payments.
What it means
Anti-bribery clauses are common in commercial contracts and can create serious compliance and termination consequences if breached.
Common risks
- • Compliance obligations may be broad and ongoing.
- • A breach may trigger immediate termination.
- • Subcontractors or agents may create indirect exposure.
What to check before signing
- • Which laws are referenced?
- • Does the clause apply to affiliates and subcontractors?
- • What audit or certification obligations are included?
Negotiation ideas
- • Limit obligations to applicable laws and reasonable compliance measures.
- • Ensure third-party obligations are proportionate.
- • Add notice and cure rights for minor non-material issues where appropriate.
Example clause
“Each party shall comply with all applicable anti-bribery and anti-corruption laws and shall not offer, promise, or give any improper payment or advantage in connection with this Agreement.”
Frequently asked questions
Why do contracts include anti-bribery clauses?
Because corruption violations can create serious legal, reputational, and termination risks.
Related clauses
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