How can you include anti-bribery and corruption provisions in your contract?

1 Identify the applicable laws and standards

The first step to include anti-bribery and corruption provisions in your contract is to identify the applicable laws and standards that govern your contract and your business activities. Depending on the countries, sectors, and parties involved, you may need to comply with different regulations and expectations, such as the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, the OECD Anti-Bribery Convention, or the UN Convention Against Corruption. You should also consult your internal policies and codes of conduct, as well as any industry-specific guidelines or best practices that may apply to your contract.

2 Define the scope and terms of the provisions

The next step is to define the scope and terms of the anti-bribery and corruption provisions in your contract. This means specifying what constitutes bribery and corruption, who are the covered parties and persons, what are the prohibited and permitted practices, and what are the obligations and responsibilities of each party. For example, you may want to include definitions of bribery, facilitation payments, public officials, third parties, due diligence, reporting, and auditing. You may also want to include clauses that require each party to comply with the applicable laws and standards, to implement effective anti-bribery and corruption policies and procedures, to conduct regular risk assessments and reviews, to disclose any actual or potential violations, and to cooperate with investigations and remediation.

3 Negotiate the provisions with your counterpart

The third step is to negotiate the anti-bribery and corruption provisions with your counterpart. This may involve some challenges and trade-offs, as different parties may have different levels of risk tolerance, compliance capabilities, and bargaining power. You should aim to achieve a balanced and fair agreement that reflects the interests and expectations of both parties, as well as the nature and context of the contract. You should also be prepared to address any objections or concerns that your counterpart may raise, such as the cost and burden of compliance, the scope and definition of bribery and corruption, the liability and indemnity clauses, or the enforcement and dispute resolution mechanisms.

4 Monitor and enforce the provisions during the contract lifecycle

The fourth step is to monitor and enforce the anti-bribery and corruption provisions during the contract lifecycle. This means ensuring that both parties adhere to the agreed terms and conditions, and that any issues or incidents are identified and resolved promptly and appropriately. You should also maintain regular communication and collaboration with your counterpart, as well as with any third parties or stakeholders involved in the contract execution. You should also document and record any actions or decisions related to the anti-bribery and corruption provisions, such as audits, reports, investigations, or sanctions.

5 Review and update the provisions as needed

The fifth step is to review and update the anti-bribery and corruption provisions as needed. This means assessing the effectiveness and efficiency of the provisions, and making any adjustments or improvements based on the feedback, lessons learned, or changes in the contract environment. You should also consider the impact and implications of any new or emerging laws, standards, or risks that may affect your contract and your business activities. You should also seek feedback and input from your counterpart, as well as from any internal or external experts or advisors, on how to enhance your anti-bribery and corruption provisions.

6 Learn and share best practices and experiences

The sixth and final step is to learn and share best practices and experiences related to the anti-bribery and corruption provisions in your contract. This means reflecting on what worked well and what did not, and identifying the key factors and drivers that influenced the outcomes and performance of your contract. You should also share your insights and knowledge with your colleagues, peers, and partners, and learn from their experiences and perspectives. By doing so, you can foster a culture of continuous improvement and innovation, and contribute to the advancement of ethical and responsible business practices.

7 Here’s what else to consider

This is a space to share examples, stories, or insights that don’t fit into any of the previous sections. What else would you like to add?