Anti-Bribery & Corruption Clause
Also called: ABC Clause · Anti-Corruption Warranty
An anti-bribery and corruption clause requires both parties to comply with applicable anti-corruption laws and warrants that no bribes or improper payments have been or will be made in connection with the contract. Breach typically gives the other party an immediate right to terminate, reflecting how seriously this risk is treated.
In more detail
Many anti-corruption statutes have extraterritorial reach — a company can face liability for a business partner's corrupt conduct even outside its home country, which is exactly why this clause has become standard in cross-border commercial contracts specifically.
The clause typically requires the counterparty to have its own anti-corruption policies and procedures, not just a promise not to personally offer bribes — because liability can flow from a business partner's conduct, not just direct personal conduct.
Breach of this clause is one of the few grounds commonly carved out from cure periods and liability caps entirely — a corruption breach is treated as fundamental enough to justify immediate termination and, often, uncapped liability.
A distributor is found to have paid a bribe to a government official to secure a contract, in violation of the anti-bribery clause. This breach gives the principal an immediate right to terminate the distribution agreement, regardless of any notice or cure period that would otherwise apply to other breaches.
Several major anti-corruption statutes apply extraterritorially — meaning conduct outside a country can still trigger liability under that country's law if there's a sufficient connection. Which statutes actually apply depends on where each party operates.
What our lawyers check
- Whether the clause requires actual anti-corruption policies, not just a promise
- Whether breach is excluded from cure periods and liability caps
- Coverage of relevant anti-corruption statutes for both parties' jurisdictions
- Whether the clause extends to subcontractors and agents, not just the direct counterparty
Contracts where this clause matters
Related terms
This definition is general information about commercial contracting practice, not legal advice. How a clause operates depends on the specific wording of your agreement and the law that governs it. For advice on your contract, have it reviewed by a lawyer.
All glossary terms