🎤La clause d’audit corrélée à l’Obligation de Compliance (The Audit Clause Correlated with the Compliance Obligation), in 🧮La contractualisation de la Compliance : clause après clause (The Contractualisation of Compliance: Clause by Clause)

► Full reference: M.-A. Frison-Roche, « La clause d’audit corrélée à l’Obligation de Compliance » (The Audit Clause Correlated with the Compliance Obligation), in Journal of Regulation & Compliance (JoRC) and Université Jean Moulin Lyon 3, Centre de recherches Louis Josserand, La contractualisation de la Compliance : clause après clause (The Contractualisation of Compliance: Clause by Clause), Lyon, 25 September 2026.

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🧮view the full programme of the event

🏗️This colloquium is part of the 2026 cycle of colloquia Compliance and Contract.

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🚧This conference is based on a bilingual Working Paper: The Audit Clause, Carousel of the Contractualisation of Compliance.

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🖥️consult the slides supporting this lecture (these slides are in English; the slides projected during the lecture were the original French slides)

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🎤See the presentation of the other lecture given in this colloquium: Unicity and Diversity of Compliance Clauses.

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📘This conference will give rise to an article, “The Audit Clause Correlated with the Compliance Obligation”, to be published in the book 📘Compliance and Contract, in the 📚Compliance & Regulation series, co-published by the Journal of Regulation & Compliance (JoRC) and Bruylant.

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► Presentation of the conference: The audit clause is the most frequently cited and most common Compliance clause: it outsources internal control techniques onto a third party. A distinction must be drawn between the audit clause securing one’s own interests, the audit clause ensuring one’s own conformity and the audit clause carrying out a Compliance project. The audit clause then appears as the “necessary accessory” to the conformity and Compliance clause. It is the “objective reflection” of the legal Compliance Obligation, which requires “detecting” in order to act, and its “subjective reflection”, since the regulated party is in charge of those who, notably in value chains, are “concerned third parties”.

In a first part, the conference places itself inside the audit clause. It shows how to draft it in order to obtain the relevant information from the persons who hold it and where it is located: designating in advance the information sought, the persons, documents and places, the event triggering the audit, periodic or linked to an event, who conducts it and its modalities, according to a criterion of proportionality between the extent of the information sought and the objective pursued. It also shows how to integrate from the drafting stage the limits and risks of this audit contractually imposed on others, notably with regard to the rights of the defence and the strategic use of the audit report.

In a second part, the conference places itself outside the clause. The audit clause leans on other stipulations, conformity clause or Compliance clause, corporate relationships and governance techniques. Other clauses lean on it, in order to strike (dispute resolution, sanction and termination clauses) or to draw closer (remediation clause). The court will have to interpret it in the light of its purpose, as the “necessary accessory” to the application of Compliance Law.

In conclusion, the Compliance audit clause appears as the carousel of the contractualisation of Compliance: where it is knotted, where conformity and Compliance are distinguished, where the judge contributes to the deployment of Compliance Law.

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