The u. S. Foreign corrupt practices act implications for international distributors

Third: Contractual provisions to assure compliance / contain damages

• Third: Contractual provisions to assure compliance / contain damages
• ▪ Simple prohibition: intermediary will comply with FCPA and relevant local anti-corruption legislation. Specificity depends on partner
• ▪ TRAINING of new intermediary or subsidiary
• ▪ Require intermediary to have OWN anti-corruption policy binding staff
• ▪ Approval of subagents, subcontractors; right to monitor payments
• ▪ Provisions for when improper payment made by intermediary
• - Should contract be void? Voidable? Neither?
• - Immediate termination for cause: specify standards, notice; payments for goodwill or indemnity
• - Claim for damages against agent for fines/defense costs

• Achieving Compliance – Contract Issues