Model Individual Conditional Leniency Letter

[Name and address]

Dear [Name]:

This letter sets forth the terms and conditions of an agreement between the Antitrust
Division of the United States Department of Justice and [you/your client [Name]] (“Applicant”),
in connection with [insert description of conduct: e.g., price fixing, bid rigging, market
allocation] or other conduct constituting a criminal violation of Section 1 of the Sherman Act,
15 U.S.C. § 1, in the [insert generic description of industry: e.g., widget] industry [insert
geographic scope: e.g., in the United States and elsewhere]. This Agreement is conditional and
depends upon Applicant (1) establishing that [he/she] is eligible for leniency as [he/she]
represents in paragraph 1 of this Agreement, and (2) cooperating in the Antitrust Division’s
investigation as required by paragraph 2 of this Agreement. After Applicant establishes that
[he/she] is eligible to receive leniency and provides the required cooperation, the Antitrust
Division will notify Applicant in writing that [he/she] has been granted unconditional leniency.
It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency
application will not constitute a waiver of the attorney-client privilege or the protections of the
work-product doctrine. Applicant represents that [he/she] is fully familiar with the Antitrust
Division’s Leniency Policy for Individuals dated August 10, 1994 (attached), which is
incorporated by reference herein.
1
The “date of this letter” as used herein means the date that the
Antitrust Division executes this letter.

1. Eligibility: Applicant desires to report to the Antitrust Division [e.g., price-fixing,
bid-rigging, market-allocation] activity or other conduct constituting a criminal violation of
Section 1 of the Sherman Act in the [insert generic description of industry: e.g., widget] industry
[insert geographic scope: e.g., in the United States and elsewhere] (“the anticompetitive activity
being reported”). Applicant represents to the Antitrust Division that [he/she] is eligible to
receive leniency in that, in connection with the anticompetitive activity being reported, [he/she]
did not coerce any other party to participate in the activity and was not the leader in, or the

1
For a further explanation of the Antitrust Division’s Leniency Policy for Individuals and how
the Division interprets the policy, see Frequently Asked Questions About the Antitrust
Division’s Leniency Program and Model Leniency Letters (Jan. 26, 2017),
https://www.justice.gov/atr/leniency-program
.

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originator of, the activity. Applicant agrees that [he/she] bears the burden of proving [his/her]
eligibility to receive leniency, including the accuracy of the representations made in this
paragraph, and that [he/she] fully understands the consequences that might result from a
revocation of leniency as explained in paragraph 3 of this Agreement.

2. Cooperation: Applicant agrees to provide truthful, full, continuing, and complete
cooperation to the Antitrust Division in connection with the anticompetitive activity being
reported, including, but not limited to, the following:

(a) producing in the United States all documents and records, including
personal documents and records, and other materials in [his/her]
possession, custody, or control, wherever located, not protected under the
attorney-client privilege or work-product doctrine, requested by attorneys
and agents of the United States;

(b) making [himself/herself] available for interviews in the United States upon
the request of attorneys and agents of the United States;

(c) responding fully and truthfully to all inquiries of the United States in
connection with the anticompetitive activity being reported, without
falsely implicating any person or intentionally withholding any
information, subject to the penalties of making false statements (18 U.S.C.
§ 1001) and obstruction of justice (18 U.S.C. §§ 1503 et seq.);

(d) otherwise voluntarily providing the United States with any materials or
information, not requested in (a) - (c) of this paragraph and not protected
under the attorney-client privilege or work-product doctrine, that [he/she]
may have relevant to the anticompetitive activity being reported;

(e) when called upon to do so by the United States in connection
with the anticompetitive activity being reported, participating in
affirmative investigative techniques, including but not limited to making
telephone calls, recording conversations, and introducing law enforcement
officials to other individuals, with all such activity being conducted only at
the express direction and under the supervision of attorneys and agents of
the United States;
2

(f) when called upon to do so by the United States, testifying in trial and
grand jury or other proceedings in the United States, fully, truthfully, and
under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making
false statements or declarations in grand jury or court proceedings

2
Counsel for the Applicant should discuss with the Division any concerns, such as safety
concerns, regarding engaging in affirmative investigative techniques. The Division will take
those concerns into consideration in assessing the Applicant’s good faith and complete
cooperation.

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(18 U.S.C. § 1623), obstruction of justice (18 U.S.C. §§ 1503 et seq.), and
contempt (18 U.S.C. §§ 401-402), in connection with the anticompetitive
activity being reported; and

(g) not committing, participating in, or attempting to commit or participate in
any additional crimes.

3. Individual Leniency: Subject to verification of Applicant’s representations in
paragraph 1 above, and subject to Applicant’s truthful, full, continuing, and complete
cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to
accept Applicant into the Individual Leniency Program, as explained in the attached Leniency
Policy for Individuals. Pursuant to that policy, the Antitrust Division agrees not to bring any
criminal prosecution against Applicant for any act or offense [he/she] may have committed prior
to the date of this letter
3
in furtherance of the anticompetitive activity being reported. The
commitments in this paragraph are binding only upon the Antitrust Division, although, upon
request of Applicant, the Division will bring this Agreement to the attention of other prosecuting
offices or administrative agencies. If at any time before Applicant is granted unconditional
leniency the Antitrust Division determines that Applicant (1) contrary to [his/her] representations
in paragraph 1 of this Agreement, is not eligible for leniency or (2) has not provided the
cooperation required by paragraph 2 of this Agreement, this Agreement shall be void, and the
Antitrust Division may revoke the conditional acceptance of Applicant into the Individual
Leniency Program. Absent exigent circumstances, before the Antitrust Division makes a final
determination to revoke Applicant’s conditional leniency, the Division will notify counsel for
Applicant in writing of the recommendation of Division staff to revoke the conditional
acceptance of Applicant into the Individual Leniency Program and will provide counsel an
opportunity to meet with the Division regarding the potential revocation. Should the Antitrust
Division revoke the conditional acceptance of Applicant into the Individual Leniency Program,
the Antitrust Division may thereafter initiate a criminal prosecution against Applicant, without
limitation. Should such a prosecution be initiated, the Antitrust Division may use against
Applicant in any such prosecution any documents, statements, or other information provided by
Applicant to the Division at any time pursuant to this Agreement. Applicant understands that the
Antitrust Division’s Leniency Program is an exercise of the Division’s prosecutorial discretion,
and [he/she] agrees that [he/she] may not, and will not, seek judicial review of any Division
decision to revoke [his/ her] conditional leniency unless and until [he/she] has been charged by
indictment or information for engaging in the anticompetitive activity being reported.

4. Entire Agreement: This letter constitutes the entire agreement between the Antitrust
Division and Applicant, and supersedes all prior understandings, if any, whether oral or written,
relating to the subject matter herein. This Agreement cannot be modified except in writing,
signed by the Antitrust Division and Applicant.

3
If there is a significant lapse in time between the date the Applicant terminated his or her
participation in the anticompetitive activity being reported and the date the Applicant reported
the activity to the Antitrust Division, the Division reserves the right to grant conditional leniency
only up to the date the Applicant terminated his or her participation in the activity.

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The signatories below acknowledge acceptance of the foregoing terms and conditions.

Sincerely,

Date: Makan Delrahim
Assistant Attorney General
Antitrust Division

Date:
[Applicant Name]

Date:
[Counsel Name]
Counsel for [Applicant Name]