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Anti-Bribery Clause in UK Contracts: What It Means & Example Wording

An anti-bribery clause requires the parties to comply with anti-bribery and anti-corruption laws, particularly the UK Bribery Act 2010. This Act creates criminal offences for offering, promising, giving, requesting, or accepting bribes, and a corporate offence of failing to prevent bribery by associated persons. Organisations can defend against the corporate offence by demonstrating they had 'adequate procedures' in place to prevent bribery, making contractual anti-bribery clauses an essential part of a compliance programme.

Last updated: February 2025

When to Include a Anti-Bribery Clause

In every commercial contract, particularly where one party acts as an agent, intermediary, or representative of the other
In contracts with suppliers, distributors, and partners operating in jurisdictions with high corruption risk
In employment contracts to make clear that bribery and corruption are gross misconduct offences

Example Wording

Each party shall comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption, including the Bribery Act 2010 ('Relevant Requirements'). Each party shall not engage in any activity, practice, or conduct which would constitute an offence under sections 1, 2, or 6 of the Bribery Act 2010. Each party shall have and maintain in place throughout the term of this Agreement its own policies and procedures to ensure compliance with the Relevant Requirements, and shall enforce them where appropriate. Each party shall promptly report to the other any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement. Breach of this clause shall be deemed a material breach, entitling the non-breaching party to terminate this Agreement immediately. Note: This is illustrative wording only and should be tailored by a qualified legal professional.

This example wording is illustrative only. Customise it to your specific circumstances and consider seeking legal advice.

Is a Anti-Bribery Clause Enforceable in the UK?

Anti-bribery clauses are enforceable and support compliance with the Bribery Act 2010. The Act has wide extraterritorial reach — it applies to UK companies and any organisation that carries on business in the UK, regardless of where the bribery occurs. Penalties for individuals include up to 10 years' imprisonment and unlimited fines. Companies face unlimited fines. The section 7 corporate offence (failure to prevent bribery) can only be defended by proving 'adequate procedures' were in place. The Ministry of Justice guidance identifies six principles for adequate procedures, including contractual controls over business partners.

Common Mistakes

Treating anti-bribery clauses as boilerplate and not enforcing them — having the clause without actual procedures, training, and monitoring undermines the 'adequate procedures' defence
Not including a right to terminate for breach of the anti-bribery clause — this is essential to demonstrate that the organisation takes bribery seriously
Failing to assess bribery risk when onboarding agents, distributors, and other intermediaries — the Bribery Act specifically targets bribery by 'associated persons'

FAQ

What is the Bribery Act 2010?

The Bribery Act 2010 is the UK's primary anti-corruption legislation. It creates four offences: offering/giving a bribe (s.1), requesting/receiving a bribe (s.2), bribing a foreign public official (s.6), and a corporate offence of failing to prevent bribery (s.7). It replaced older, fragmented bribery laws and is considered one of the strictest anti-bribery regimes in the world.

Can corporate hospitality be a bribe?

Not necessarily. The Bribery Act 2010 does not prohibit reasonable and proportionate hospitality. The Ministry of Justice guidance states that genuine hospitality, promotional expenditure, or bona fide business expenses are not intended to be caught by the Act. However, lavish or disproportionate hospitality intended to influence a business decision could constitute an offence.

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This is guidance for UK businesses, not legal advice. Example wording is illustrative. Consult a solicitor for complex matters.

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