Drafting Foreign Corrupt Practices Act Compliance Provisions in Cross-Border Distribution Agreements

Mitigating the risk of FCPA noncompliance is a primary concern for U.S. businesses entering distribution agreements with companies abroad. Informed FCPA due diligence, carefully crafted FCPA compliance provisions in cross-border distribution agreements, and ongoing audits of distributor conduct can aid businesses in averting steep fines and potential criminal liability.

During FCPA due diligence, counsel should carefully assess the foreign distributor's past and present compliance with the FCPA and local anti-bribery laws, the adequacy of its internal controls, and its payment history, among other key factors.

The panel will discuss issues such as including language requiring the foreign distributor to comply with the FCPA's requirements and the U.S. company's FCPA compliance program, initiation of periodic FCPA compliance audits, and formal certification that the distributor complies with the FCPA. We will also discuss drafting indemnification provisions, including for costs of FCPA investigations.

Listen as our authoritative panel discusses proactive steps that counsel should take when entering, drafting and monitoring cross-border distribution agreements to mitigate the risk of FCPA noncompliance.

1. Conducting FCPA due diligence of foreign distributors
2. Drafting FCPA compliance language in cross-border distribution agreements
3. Monitoring distribution arrangements for FCPA compliance

The panel will review these and other key issues:

• Due diligence best practices and red flags when selecting a foreign distributor
• FCPA compliance language for cross-border distribution agreements
• Best practices for monitoring distribution relationships for ongoing FCPA compliance