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

Contracting and Due Diligence Strategies to Mitigate FCPA/Anti-Corruption Exposure in International Distribution Relationships

Recording of a 90-minute CLE webinar with Q&A

Conducted on Wednesday, September 20, 2017

Recorded event now available

or call 1-800-926-7926
Program Materials

This CLE webinar will provide guidance to business counsel for drafting Foreign Corrupt Practices Act (FCPA) compliance provisions in cross-border distribution agreements. The panel will discuss best practices for mitigating anti-corruption risk exposure in international distribution relationships, including due diligence considerations, specific FCPA compliance language to include in distribution agreements, and auditing for distributor FCPA compliance.


Mitigating the risk of FCPA noncompliance is a key concern for U.S. businesses entering distribution agreements with companies located outside the U.S. Thorough FCPA due diligence, carefully crafted FCPA compliance provisions in cross-border distribution agreements, and ongoing audits of distributor conduct can aid businesses in protecting against steep fines and potential imprisonment for culpable individuals.

During FCPA due diligence, counsel should evaluate 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.

The panel will discuss issues such as the inclusion of language requiring the foreign distributor to comply with all of the FCPA’s requirements and the U.S. company’s FCPA compliance program, initiation of periodic FCPA compliance audits, and certification that the distributor is in compliance with the FCPA. Inclusion of indemnification provisions, including for costs of FCPA investigations, in distribution agreements also will be discussed.

Listen as our authoritative panel discusses proactive steps 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 agreements 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


Michael E. Burke
Michael E. Burke

Arnall Golden Gregory

Mr. Burke possesses vast experience with cross-border transactions in more than 50 international jurisdictions. He...  |  Read More

Holtmeier, Jay
Jay Holtmeier

Wilmer Cutler Pickering Hale and Dorr

Mr. Holtmeier co-leads the firm's FCPA and Anti-Corruption Group and is a member of the Dodd-Frank Whistleblower...  |  Read More

Jennifer S. Huber, Esq.
Jennifer S. Huber, Esq.

Fluet Huber + Hoang

Ms. Huber is widely-recognized as an elite international trade and business transactions attorney,...  |  Read More

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