Anti-corruption clause

Definition

An anti-corruption clause commits each party to refrain from bribery and to comply with applicable anti-corruption laws, often referencing international frameworks such as the UK Bribery Act and the US Foreign Corrupt Practices Act alongside local criminal-law prohibitions. The Netherlands has no single dedicated statute; bribery is addressed through corruption offences in the Criminal Code (Wetboek van Strafrecht) and corporate compliance standards. Breach typically gives an immediate right to terminate.

Example

The anti-corruption clause lets the principal terminate immediately if the agent is found to have paid a bribe to win business.

Why this is a business risk

A contracting party can face criminal prosecution, regulatory sanctions, and reputational damage if a third party acting on its behalf pays a bribe, even if the party itself was unaware. The UK Bribery Act in particular applies to conduct anywhere in the world by associated persons. Without a contractual anti-corruption clause backed by monitoring, a business has limited defences if an agent or supplier is found to have engaged in corrupt practices.

How to manage it

• Include an anti-corruption clause in every contract with agents, distributors, and third-party intermediaries.
• Back the clause with an audit right so you can verify compliance, especially in high-risk markets or sectors.
• Train counterparties and staff on what the clause requires and document that training.
• Ensure the clause gives an immediate termination right on proven breach, without a cure period.

Legal references

• Sr art. 177 Dutch Criminal Code: bribery offences

Unless marked otherwise, references are to Dutch law (Burgerlijk Wetboek, the Dutch Civil Code); EU instruments such as the GDPR apply across the EU. This is general information, not legal advice. Other jurisdictions treat these concepts differently. Verify the current text and your situation with a qualified lawyer.