Anti-Bribery Representations and Warranties Clause

Summary

This anti-bribery representations and warranties clause protects a party to a commercial transaction from liability from acts of bribery or corruption by third parties, including agents, consultants, contractors, representatives, intermediaries, suppliers, and other business partners. This template includes practical guidance and drafting notes. This clause is a domestic style, jurisdiction-neutral starting point for counsel to customize and use for both U.S. and cross-border commercial services or agency transactions. The language may require modification to account for the specific facts and circumstances of the transaction as well as local anti-bribery laws, if and as applicable. This clause includes corresponding indemnification and audit rights clauses and is based on the requirements of the U.S. Foreign Corrupt Practices Act of 1977 (FCPA) (15 USCS § 78dd-1, et seq.) and the UK Bribery Act 2010 (Bribery Act) (2010 c. 23). For more information on these statutes, see Foreign Corrupt Practices Act (FCPA) and UK Bribery Act Compared; Foreign Corrupt Practices Act (FCPA), and UK Bribery Act.