Upon completion of this intensive course, participants will be able to:

• Identify key provisions and extraterritorial reach of major anti-bribery laws (e.g., FCPA, UK Bribery Act).
• Translate ABAC and export control policies into robust, binding contractual terms and conditions.
• Conduct effective risk-based due diligence on third-party intermediaries and subcontractors.
• Develop contractual audit rights to monitor and enforce compliance with regulatory mandates.
• Determine the applicability of export controls (ITAR, EAR, dual-use) to services and data governed by contracts.
• Draft specific termination clauses triggered by compliance breaches, including "know your customer" failures.
• Implement flow-down provisions to ensure all sub-tier suppliers meet the organization's compliance standards.
• Establish an internal reporting and escalation process for potential compliance red flags identified during contracting.

• Contract Managers operating in high-risk, international jurisdictions
• Global Procurement and Supply Chain Professionals
• Chief Compliance Officers and Compliance Auditors
• In-house Legal Staff focusing on International Trade
• Business Development Managers engaging third-party agents
• Project Managers handling controlled technology or data
• Risk Management Specialists

• Scenario-based analysis of red-flag indicators in third-party due diligence.
• Contract drafting workshop focusing on mandatory ABAC and export control clauses.
• Group exercise on mapping a compliance policy to contract templates.
• Case studies examining high-profile FCPA and sanctions violations and their contract failures.
• Discussions on effective monitoring and auditing techniques post-contract award.

Unit 1: Anti-Bribery and Anti-Corruption (ABAC) in Contracts

• Detailed analysis of the U.S. FCPA, UK Bribery Act, and other relevant international anti-corruption laws.
• Understanding "facilitation payments," gifts, entertainment, and their contractual implications.
• The concept of successor liability and its importance in M&A contract diligence.
• Developing a contractual "zero tolerance" policy for corrupt practices.

• Drafting mandatory representations, warranties, and covenants of compliance for all counterparties.
• Implementing contractual audit rights to verify ABAC compliance throughout the relationship.
• The use of clear, immediate termination rights for any breach of anti-corruption clauses.
• Creating a due diligence questionnaire (DDQ) process embedded in the contract approval workflow.

Unit 2: Export Controls and Trade Sanctions

• Classifying goods, software, and technology under relevant export control regimes (e.g., ITAR, EAR).
• Understanding the concept of "deemed export" and its relevance to international service contracts.
• Screening counterparties and end-users against denied party lists and sanctions lists.
• Compliance implications of providing technical assistance or training overseas.

• Drafting clauses to manage the risk of unauthorized re-export and diversion.
• Mandating necessary governmental approvals and licenses as contractual preconditions.
• Addressing contract performance impossibility due to new trade sanctions or embargoes.
• The importance of specifying data location and access rights for controlled technology.

Unit 3: Contractual Due Diligence and Flow-Down Requirements

• Risk-based approach to third-party due diligence (TPDD) based on jurisdiction and function.
• Contractually requiring the counterparty to certify compliance upon contract signing and annually thereafter.
• Best practices for incorporating TPDD findings into the final contract risk profile.
• Managing the contractual risks associated with agents, consultants, and joint venture partners.

• Developing clear "flow-down" and "flow-up" clauses for ABAC and export control obligations.
• Ensuring that sub-tier contracts meet the prime contract's standards for audit and termination.
• Contractual monitoring requirements for a counterparty's internal compliance programs.
• Addressing indemnity and liability for breaches caused by down-chain subcontractors.

Unit 4: Monitoring, Enforcement, and Incident Response

• Establishing compliance KPIs and regular reporting requirements in service contracts.
• Developing an annual contractual compliance review and audit program.
• Utilizing CLM systems for automated compliance alerts and workflow checks.
• Techniques for gathering evidence and documenting compliance for regulatory review.

• Contractual requirements for mandatory, immediate self-reporting of compliance incidents by the counterparty.
• Structuring the organization's right to suspend performance or terminate the contract following a suspected violation.
• Negotiating remediation steps, financial penalties, and recoupment of ill-gotten gains.
• Case studies of major regulatory enforcement actions and the lessons for contract drafting.