Common use of ANTI-BRIBERY & CORRUPTION Clause in Contracts

ANTI-BRIBERY & CORRUPTION. The parties shall, and shall ensure that any affiliates or persons engaged by or associated with either party in relation to the Contract (including but not limited to directors, employees, contractors, subsidiaries, consultants, advisors, distributors and agents) shall, comply with all applicable laws, statutes, regulations, decrees and/or official government orders and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010 and the US Foreign and Corrupt Practices Act (“Acts”) The parties each undertake that no payments or transfers of anything of value which have the purpose or effect of public or commercial bribery, money laundering, extortion or other unlawful or improper means of obtaining or retaining business or business advantage shall be made, offered, given, authorised or promised to any person or entity (including, for the avoidance of doubt, any government official; any political party or official thereof; any candidate for political office; or any other person, individual or entity at the suggestion, request or direction of or for the benefit of any of the above-described persons and entities) by it or any of its affiliates or persons engaged by or associated with it as listed in paragraph above. Each party undertakes that it: (a) will not do, or omit to do, any act that will cause or lead the other party to be in breach of either or both paragraphs above; (b) will notify the other party promptly of any request or demand for any improper financial or other advantage of any kind received from any person in connection with the performance of the Contract; (c) (if requested), will assist the other party and any of its affiliates in complying with its obligations under the Acts and understands that any breach of this clause will amount to a material breach of the Contract giving each party the right to terminate immediately without liability in respect of such termination; (d) indemnifies the other party against any losses, liabilities, damages, fines, costs (including legal fees) and expenses incurred by, or awarded against, such other party as a result of any breach by a party of this clause.

ANTI-BRIBERY & CORRUPTION. The parties shall, and shall ensure that any affiliates Affiliates or persons engaged by or associated with either party in relation to the Contract (this Agreement - including but not limited to directors, employees, contractors, subsidiaries, consultants, advisors, distributors and agents) shall, comply with all applicable laws, statutes, regulations, decrees and/or official government orders and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010 and the US Foreign and Corrupt Practices Act (“Acts”) ). The parties each undertake that no payments or transfers of anything of value which have the purpose or effect of public or commercial bribery, money laundering, extortion or other unlawful or improper means of obtaining or retaining business or business advantage shall be made, offered, given, authorised or promised to any person or entity (including, for the avoidance of doubt, any government official; any political party or official thereof; any candidate for political office; or any other person, individual or entity at the suggestion, request or direction of or for the benefit of any of the above-described persons and entities) by it or any of its affiliates or persons engaged by or associated with it as listed in paragraph above. Each party undertakes that it: (a) will not do, or omit to do, any act that will cause or lead the other party to be in breach of either or both paragraphs above; (b) will notify the other party promptly of any request or demand for any improper financial or other advantage of any kind received from any person in connection with the performance of the Contractthis Agreement; (c) (if requested), will assist the other party and any of its affiliates in complying with its obligations under the Acts and understands that any breach of this clause will amount to a material breach of the Contract giving each party the right to terminate immediately without liability in respect of such terminationthis Agreement; (d) indemnifies the other party against any losses, liabilities, damages, fines, costs (including legal fees) and expenses incurred by, or awarded against, such other party as a result of any breach by a party of this clause.

ANTI-BRIBERY & CORRUPTION. The parties shall, and shall ensure that any affiliates Affiliates or persons engaged by or associated with either party in relation to the Contract (this Agreement - including but not limited to directors, employees, contractors, subsidiaries, consultants, advisors, distributors and agents) shall, comply with all applicable laws, statutes, regulations, decrees and/or official government orders and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010 and the US Foreign and Corrupt Practices Act (“Acts”) ). The parties each undertake that no payments or transfers of anything of value which have the purpose or effect of public or commercial bribery, money laundering, extortion or other unlawful or improper means of obtaining or retaining business or business advantage shall be made, offered, given, authorised or promised to any person or entity (including, for the avoidance of doubt, any government official; any political party or official thereof; any candidate for political office; or any other person, individual or entity at the suggestion, request or direction of or for the benefit of any of the above-above- described persons and entities) by it or any of its affiliates or persons engaged by or associated with it as listed in paragraph above. Each party undertakes that it: (a) will not do, or omit to do, any act that will cause or lead the other party to be in breach of either or both paragraphs above; (b) will notify the other party promptly of any request or demand for any improper financial or other advantage of any kind received from any person in connection with the performance of the Contractthis Agreement; (c) (if requested), will assist the other party and any of its affiliates in complying with its obligations under the Acts and understands that any breach of this clause will amount to a material breach of the Contract giving each party the right to terminate immediately without liability in respect of such terminationthis Agreement; (d) indemnifies the other party against any losses, liabilities, damages, fines, costs (including legal fees) and expenses incurred by, or awarded against, such other party as a result of any breach by a party of this clause.

ANTI-BRIBERY & CORRUPTION. The parties shall, and shall ensure that any affiliates or persons engaged by or associated with either party in relation to the Contract (including but not limited to directors, employees, contractors, subsidiaries, consultants, advisors, distributors and agents) shall, comply with all applicable laws, statutes, regulations, decrees and/or official government orders and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010 and the US Foreign and Corrupt Practices Act and the UK Bribery Act 2010 (“Acts”) ). The parties each undertake that no payments or transfers of anything of value which have the purpose or effect of public or commercial bribery, money laundering, extortion or other unlawful or improper means of obtaining or retaining business or business advantage shall be made, offered, given, authorised or promised to any person or entity (including, for the avoidance of doubt, any government official; any political party or official thereof; any candidate for political office; or any other person, individual or entity at the suggestion, request or direction of or for the benefit of any of the above-described persons and entities) by it or any of its affiliates or persons engaged by or associated with it as listed in paragraph above. Each party undertakes that it: (a) will not do, or omit to do, any act that will cause or lead the other party to be in breach of either or both paragraphs above; (b) will notify the other party promptly of any request or demand for any improper financial or other advantage of any kind received from any person in connection with the performance of the Contract; (c) (if requested), will assist the other party and any of its affiliates in complying with its obligations under the Acts and understands that any breach of this clause will amount to a material breach of the Contract giving each party the right to terminate immediately without liability in respect of such termination; (d) indemnifies the other party against any losses, liabilities, damages, fines, costs (including legal fees) and expenses incurred by, or awarded against, such other party as a result of any breach by a party of this clause.

ANTI-BRIBERY & CORRUPTION. The parties shall, and shall ensure that any affiliates or persons engaged by or associated with either party in relation to the Contract (including but not limited to directors, employees, contractors, subsidiaries, consultants, advisors, distributors and agents) shall, comply with all applicable laws, statutes, regulations, decrees and/or official government orders and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010 and the US Foreign and Corrupt Practices Act and the UK Bribery Act 2010 (“Acts”) ). The parties each undertake that no payments or transfers of anything of value which have the purpose or effect of public or commercial bribery, money laundering, extortion or other unlawful or improper means of obtaining or retaining business or business advantage shall be made, offered, given, authorised authorized or promised to any person or entity (including, for the avoidance of doubt, any government official; any political party or official thereof; any candidate for political office; or any other person, individual or entity at the suggestion, request or direction of or for the benefit of any of the above-above- described persons and entities) by it or any of its affiliates or persons engaged by or associated with it as listed in paragraph above. Each party undertakes that it: (a) will not do, or omit to do, any act that will cause or lead the other party to be in breach of either or both paragraphs above; (b) will notify the other party promptly of any request or demand for any improper financial or other advantage of any kind received from any person in connection with the performance of the Contract; (c) (if requested), will assist the other party and any of its affiliates aff iliates in complying with its obligations under the Acts and understands that any breach of this clause will amount to a material breach of the Contract giving each party the right to terminate immediately without liability in respect of such termination; (d) indemnifies the other party against any losses, liabilities, damages, fines, costs (including legal fees) and expenses incurred by, or awarded against, such other party as a result of any breach by a party of this clause.

ANTI-BRIBERY & CORRUPTION. In this clause: the expressions 'adequate procedures', 'foreign public official', 'associated person(s)' and 'performing services' shall bear the meanings assigned to them in the Bribery Act and, as the case may be, any guidance for the time being issued under section 9 of the Bribery Act (the “Guidance”); and an associated person of EFDC includes any contractual counterparty or sub- contractor of EFDC or the Company or of any Subsidiary (an "Associated Person"). The parties shallCompany shall comply with all applicable laws statutes regulations and codes relating to anti-bribery and anti-corruption practices including the Bribery Act and the Guidance (together the “Requirements”). EFDC and the Company shall not and the Company shall procure that each Subsidiary shall not engage in, and each Party shall ensure procure that any affiliates or persons engaged by or associated with either party Associated Person shall not in relation to this Agreement, any Project Document and/or any contract to which the Company and/or any Subsidiaries are a party, and/or in relation to the Contract performance of the Services engage in any activity practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act if such activity practice or conduct had been carried out in the United Kingdom. Each Party shall: have and maintain in place throughout the term of this Agreement their own policy and procedures including adequate procedures to ensure compliance with the Requirements and clause 11.3 above and shall enforce them whenever appropriate; promptly report to the other Parties any request or demand for any financial or other advantage of any kind offered promised or given to it in connection with the performance of this Agreement, any Project Document and/or any contract to which the Company and/or its Subsidiaries are a party and/or in connection with the Services; at a Party's request certify to the other Parties in writing signed by it or its duly authorised officer compliance with this clause by it and by all Associated Persons of it performing services or supplying goods in connection with this Agreement, any Project Document and/or any contract to which the Company and/or its Subsidiaries are a party and/or in connection with the Services; forthwith notify the other Parties in writing in the event that a foreign public official becomes an officer or employee of it or acquires a direct or indirect interest in the Party and EFDC warrants that no officer employee or direct or indirect owner of it is a foreign public official as at the date of this Agreement; and be directly liable to the other Parties in the event of breach of this clause 11. Without prejudice to clause11.2 to 11.4 (including but not limited inclusive), the Company further warrants and undertakes to directors, employees, contractors, subsidiaries, consultants, advisors, distributors EFDC that: it and agents) shall, any Subsidiary shall will comply with all applicable laws, statutes, regulations, decrees and/or official government orders codes and codes sanctions relating to anti-bribery and anti-corruption including but not limited to the UK Xxxxxxx Xxx 0000; it and any Subsidiary shall comply with EFDC Anti-Bribery Act 2010 and the US Foreign and Corrupt Practices Act (“Acts”) The parties each undertake Policy as may be amended from time to time; it will procure that no payments or transfers of anything of value which have the purpose or effect of public or commercial bribery, money laundering, extortion or other unlawful or improper means of obtaining or retaining business or business advantage shall be made, offered, given, authorised or promised to any person who performs or entity (has performed services for or on its behalf, including, for the avoidance of doubtwithout limitation, any government officialstaff, employee, agent, consultant and/or any Subsidiary (a "Company Person") in connection with this Agreement complies with this clause 11.5; it will not enter into any political party agreement with any Subsidiaries in connection with this Agreement, unless such agreement contains undertakings on the same terms as contained in this clause 11.5; it has and will maintain in place effective accounting procedures and internal controls necessary to record all expenditure in connection with the agreement; from time to time, at request of EFDC, it will confirm in writing that it has complied with its undertakings under clauses 11.5(a) to 11.5(e) (inclusive) and will provide any information requested by EFDC in support of such compliance; it has not and its current and former directors, officers and employees have not and shall not engage in any Corrupt Activity; it has not and its current and former directors, officers and employees have not and shall not engage in any activity, practice or official thereofconduct which could or would place the Company in breach of section 7(1) Bribery Act; it shall notify EFDC as soon as practicable of any candidate for political office; or any other person, individual or entity at the suggestion, request or direction of or for the benefit breach of any of the above-described persons and entities) by it or any of its affiliates or persons engaged by or associated with it as listed in paragraph above. Each party undertakes that it: (a) will not do, or omit to do, any act that will cause or lead the other party to be in breach of either or both paragraphs above; (b) will notify the other party promptly of any request or demand for any improper financial or other advantage of any kind received from any person in connection with the performance of the Contract; (c) (if requested), will assist the other party and any of its affiliates in complying with its obligations under the Acts and understands that any breach of undertakings contained within this clause will amount to a material breach 11.5 of the Contract giving each party the right to terminate immediately without liability in respect of such termination; (d) indemnifies the other party against any losses, liabilities, damages, fines, costs (including legal fees) which it becomes aware. it has and expenses incurred by, or awarded against, such other party as a result of any breach by a party of this clause.shall maintain and implement:

ANTI-BRIBERY & CORRUPTION. The parties shall, and shall ensure that any affiliates or persons engaged by or associated with either party in relation to the Contract (including but not limited to directors, employees, contractors, subsidiaries, consultants, advisors, distributors and agents) shall, comply with all applicable laws, statutes, regulations, decrees and/or official government orders and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010 and the US Foreign and Corrupt Practices Act and the UK Xxxxxxx Xxx 0000 (“Acts”) ). The parties each undertake that no payments or transfers of anything of value which have the purpose or effect of public or commercial bribery, money laundering, extortion or other unlawful or improper means of obtaining or retaining business or business advantage shall be made, offered, given, authorised or promised to any person or entity (including, for the avoidance of doubt, any government official; any political party or official thereof; any candidate for political office; or any other person, individual or entity at the suggestion, request or direction of or for the benefit of any of the above-described persons and entities) by it or any of its affiliates or persons engaged by or associated with it as listed in paragraph above. Each party undertakes that it: (a) will not do, or omit to do, any act that will cause or lead the other party to be in breach of either or both paragraphs above; (b) will notify the other party promptly of any request or demand for any improper financial or other advantage of any kind received from any person in connection with the performance of the Contract; (c) (if requested), will assist the other party and any of its affiliates in complying with its obligations under the Acts and understands that any breach of this clause will amount to a material breach of the Contract giving each party the right to terminate immediately without liability in respect of such termination; (d) indemnifies the other party against any losses, liabilities, damages, fines, costs (including legal fees) and expenses incurred by, or awarded against, such other party as a result of any breach by a party of this clause.

ANTI-BRIBERY & CORRUPTION. In this clause: the expressions 'adequate procedures', 'foreign public official', 'associated person(s)' and 'performing services' shall bear the meanings assigned to them in the Bribery Act and, as the case may be, any guidance for the time being issued under section 9 of the Bribery Act (the “Guidance”); and an associated person of EFDC includes any contractual counterparty or sub- contractor of EFDC or the Company or of any Subsidiary (an "Associated Person"). The parties shallCompany shall comply with all applicable laws statutes regulations and codes relating to anti-bribery and anti-corruption practices including the Bribery Act and the Guidance (together the “Requirements”). EFDC and the Company shall not and the Company shall procure that each Subsidiary shall not engage in, and each Party shall ensure procure that any affiliates or persons engaged by or associated with either party Associated Person shall not in relation to this Agreement, any Project Document and/or any contract to which the Company and/or any Subsidiaries are a party, and/or in relation to the Contract performance of the Services engage in any activity practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act if such activity practice or conduct had been carried out in the United Kingdom. Each Party shall: have and maintain in place throughout the term of this Agreement their own policy and procedures including adequate procedures to ensure compliance with the Requirements and clause 11.3 above and shall enforce them whenever appropriate; promptly report to the other Parties any request or demand for any financial or other advantage of any kind offered promised or given to it in connection with the performance of this Agreement, any Project Document and/or any contract to which the Company and/or its Subsidiaries are a party and/or in connection with the Services; at a Party's request certify to the other Parties in writing signed by it or its duly authorised officer compliance with this clause by it and by all Associated Persons of it performing services or supplying goods in connection with this Agreement, any Project Document and/or any contract to which the Company and/or its Subsidiaries are a party and/or in connection with the Services; xxxxxxxxx notify the other Parties in writing in the event that a foreign public official becomes an officer or employee of it or acquires a direct or indirect interest in the Party and EFDC warrants that no officer employee or direct or indirect owner of it is a foreign public official as at the date of this Agreement; and be directly liable to the other Parties in the event of breach of this clause 11. Without prejudice to clause11.2 to 11.4 (including but not limited inclusive), the Company further warrants and undertakes to directors, employees, contractors, subsidiaries, consultants, advisors, distributors EFDC that: it and agents) shall, any Subsidiary shall will comply with all applicable laws, statutes, regulations, decrees and/or official government orders codes and codes sanctions relating to anti-bribery and anti-corruption including but not limited to the UK Xxxxxxx Xxx 0000; it and any Subsidiary shall comply with EFDC Anti-Bribery Act 2010 and the US Foreign and Corrupt Practices Act (“Acts”) The parties each undertake Policy as may be amended from time to time; it will procure that no payments or transfers of anything of value which have the purpose or effect of public or commercial bribery, money laundering, extortion or other unlawful or improper means of obtaining or retaining business or business advantage shall be made, offered, given, authorised or promised to any person who performs or entity (has performed services for or on its behalf, including, for the avoidance of doubtwithout limitation, any government officialstaff, employee, agent, consultant and/or any Subsidiary (a "Company Person") in connection with this Agreement complies with this clause 11.5; it will not enter into any political party agreement with any Subsidiaries in connection with this Agreement, unless such agreement contains undertakings on the same terms as contained in this clause 11.5; it has and will maintain in place effective accounting procedures and internal controls necessary to record all expenditure in connection with the agreement; from time to time, at request of EFDC, it will confirm in writing that it has complied with its undertakings under clauses 11.5(a) to 11.5(e) (inclusive) and will provide any information requested by EFDC in support of such compliance; it has not and its current and former directors, officers and employees have not and shall not engage in any Corrupt Activity; it has not and its current and former directors, officers and employees have not and shall not engage in any activity, practice or official thereofconduct which could or would place the Company in breach of section 7(1) Bribery Act; it shall notify EFDC as soon as practicable of any candidate for political office; or any other person, individual or entity at the suggestion, request or direction of or for the benefit breach of any of the above-described persons and entities) by it or any of its affiliates or persons engaged by or associated with it as listed in paragraph above. Each party undertakes that it: (a) will not do, or omit to do, any act that will cause or lead the other party to be in breach of either or both paragraphs above; (b) will notify the other party promptly of any request or demand for any improper financial or other advantage of any kind received from any person in connection with the performance of the Contract; (c) (if requested), will assist the other party and any of its affiliates in complying with its obligations under the Acts and understands that any breach of undertakings contained within this clause will amount to a material breach 11.5 of the Contract giving each party the right to terminate immediately without liability in respect of such termination; (d) indemnifies the other party against any losses, liabilities, damages, fines, costs (including legal fees) which it becomes aware. it has and expenses incurred by, or awarded against, such other party as a result of any breach by a party of this clause.shall maintain and implement: