# Anti-corruption clause

Source: https://contracko.com/glossary/anti-corruption-clause

# Anti-corruption clause

A provision requiring the parties to comply with anti-bribery and anti-corruption laws.

## 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.

### How Contracko helps

Contracko's AI analysis identifies anti-corruption obligations and any linked audit rights in uploaded contracts, adding them to the obligations summary. The repository also allows compliance teams to confirm which supplier contracts include these protections and which do not.

## 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.

## Relevant for

[Government & Public Sector](https://contracko.com/industries/government)[Financial Services](https://contracko.com/industries/financial-services)[Manufacturing](https://contracko.com/industries/manufacturing)

## Related clauses

- [Compliance Clause](https://contracko.com/clause-library/compliance)
- [Termination for Cause Clause](https://contracko.com/clause-library/termination-for-cause)
- [Audit Rights Clause](https://contracko.com/clause-library/audit)

## Related terms

- [Compliance clause](https://contracko.com/glossary/compliance-clause)
- [Good faith](https://contracko.com/glossary/good-faith)
- [Audit right](https://contracko.com/glossary/audit-right)
- [Termination](https://contracko.com/glossary/termination)

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## Frequently asked questions

Common questions about this term.

- **Q:** Does an anti-corruption clause protect against prosecution?
  **A:** Not on its own, but it is an important part of a compliance defence. Under the UK Bribery Act, having adequate anti-bribery procedures (including contractual obligations) is a defence for a commercial organisation against the corporate offence of failing to prevent bribery.

- **Q:** Can an anti-corruption clause be enforced internationally?
  **A:** Yes, as a contractual obligation, subject to the governing law. The contractual right to terminate on breach is enforceable through the dispute resolution mechanism. Criminal enforcement is a separate matter governed by each jurisdiction's laws.

- **Q:** What counts as bribery under Dutch law?
  **A:** Bribery of a public official (actieve omkoping, Sr art. 177) and of private individuals (art. 328ter) are criminal offences in the Netherlands. Offering, promising, or giving any advantage to secure preferential treatment can qualify, regardless of whether the advantage is accepted.

- **Q:** Should an anti-corruption clause include a representation?
  **A:** Yes, best practice is to include a representation that no corrupt act has occurred up to the date of signing, followed by an ongoing covenant and a reporting obligation. This creates both a pre-contract and a continuing compliance commitment.

- **Q:** Can facilitation payments be permitted under an anti-corruption clause?
  **A:** Under the UK Bribery Act, facilitation payments are not permitted, unlike under the US FCPA which has a narrow exception. Dutch law does not have an express exception. Most modern anti-corruption clauses prohibit all facilitation payments. If a counterparty requests a carve-out, treat that as a red flag.

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