Common use of BUSINESS ETHICS Clause in Contracts

BUSINESS ETHICS. Counterparty, its employees, officers, agents, representatives and subcontractors shall at all times maintain the highest ethical standards and avoid conflicts of interest in the performance of Counterparty’s obligations under this PO. In conjunction with its performance of the Work, Counterparty and its employees, officers, agents and representatives shall comply with, and cause its subcontractors and their respective employees, officers, agents and representatives to comply with, all applicable laws, statutes, regulations and other requirements prohibiting bribery, corruption, kick-backs or similar unethical practices including, without limitation, the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, and the NVE Code of Business Conduct. Without limiting the generality of the foregoing, Counterparty specifically represents and warrants that neither Counterparty nor any subcontractor employees, officers, representatives or other agents of Counterparty have made or will make any payment, or have given or will give anything of value, in either case to any government official or the NVE (including any officer or employee of any governmental authority or the NVE) to influence his, her, or its decision or to gain any other advantage for NVE or Counterparty in connection with the Work to be performed hereunder. Counterparty shall maintain and cause to be maintained effective accounting procedures and internal controls necessary to record all expenditures in connection with this PO and to verify Counterparty’s compliance with this provision. NVE shall be permitted to audit such records as reasonably necessary to confirm Counterparty’s compliance with this provision. Counterparty shall immediately provide notice to NVE of any facts, circumstances or allegations that constitute or might constitute a breach of this provision and shall cooperate with NVE’s subsequent investigation of such matters. Counterparty shall indemnify and hold NVE harmless from all fines, penalties, expenses or other losses sustained by NVE as a result of Counterparty’s breach of this provision. The Parties specifically acknowledge that Counterparty’s failure to comply with the requirements of this provision shall constitute a condition of default under this PO.

BUSINESS ETHICS. CounterpartyContractor, its employees, officers, agents, representatives and subcontractors Subcontractors shall at all times maintain the highest ethical standards and avoid conflicts of interest in the performance of CounterpartyContractor’s obligations under this POContract. In conjunction with its performance of the Work, Counterparty Contractor and its employees, officers, agents and representatives shall comply with, and cause its subcontractors Subcontractors and their respective employees, officers, agents and representatives to comply with, all applicable laws, statutes, regulations and other requirements prohibiting bribery, corruption, kick-backs or similar unethical practices including, without limitation, the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010Xxxxxxx Xxx 0000, and the NVE Company Code of Business Conduct. Without limiting the generality of the foregoing, Counterparty Contractor specifically represents and warrants that neither Counterparty Contractor nor any subcontractor Subcontractor employees, officers, representatives or other agents of Counterparty Contractor have made or will make any payment, or have given or will give anything of value, in either case to any government official or the NVE (including any officer or employee of any governmental authority or the NVEauthority) to influence his, her, or its decision or to gain any other advantage for NVE Company or Counterparty Contractor in connection with the Work to be performed hereunder. Counterparty Contractor shall maintain and cause to be maintained effective accounting procedures and internal controls necessary to record all expenditures in connection with this PO Contract and to verify CounterpartyContractor’s compliance with this provisionArticle. NVE Company shall be permitted to audit such records as reasonably necessary to confirm CounterpartyContractor’s compliance with this provisionArticle. Counterparty Contractor shall immediately provide notice to NVE Company of any facts, circumstances or allegations that constitute or might constitute a breach of this provision Article and shall cooperate with NVECompany’s subsequent investigation of such matters. Counterparty Contractor shall indemnify and hold NVE Company harmless from all fines, penalties, expenses or other losses sustained by NVE Company as a result of CounterpartyContractor’s breach of this provision. The Parties specifically acknowledge that CounterpartyContractor’s failure to comply with the requirements of this provision Article shall constitute a condition of default under this POContract.

BUSINESS ETHICS. CounterpartyContractor, its employees, officers, agents, representatives and subcontractors Subcontractors shall at all times maintain the highest ethical standards and avoid conflicts of interest in the performance of CounterpartyContractor’s obligations under this POContract. In conjunction with its performance of the Work, Counterparty Contractor and its employees, officers, agents and representatives shall comply with, and cause its subcontractors Subcontractors and their respective employees, officers, agents and representatives to comply with, all applicable laws, statutes, regulations and other requirements prohibiting bribery, corruption, kick-backs or similar unethical practices including, without limitation, the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010Xxxxxxx Xxx 0000, and the NVE Owner Code of Business Conduct. Without limiting the generality of the foregoing, Counterparty Contractor specifically represents and warrants that neither Counterparty Contractor nor any subcontractor Subcontractor employees, officers, representatives or other agents of Counterparty Contractor have made or will make any payment, or have given or will give anything of value, in either case to any government official or the NVE (including any officer or employee of any governmental authority or the NVEauthority) to influence his, her, or its decision or to gain any other advantage for NVE Owner or Counterparty Contractor in connection with the Work to be performed hereunder. Counterparty Contractor shall maintain and cause to be maintained effective accounting procedures and internal controls necessary to record all expenditures in connection with this PO Contract and to verify CounterpartyContractor’s compliance with this provisionArticle. NVE Owner shall be permitted to audit such records as reasonably necessary to confirm CounterpartyContractor’s compliance with this provisionArticle. Counterparty Contractor shall immediately provide notice to NVE Owner of any facts, circumstances or allegations that constitute or might constitute a breach of this provision Article and shall cooperate with NVEOwner’s subsequent investigation of such matters. Counterparty Contractor shall indemnify and hold NVE Owner harmless from all fines, penalties, expenses or other losses sustained by NVE Owner as a result of CounterpartyContractor’s breach of this provision. The Parties specifically acknowledge that CounterpartyContractor’s failure to comply with the requirements of this provision Article shall constitute a condition of default under this POContract.

BUSINESS ETHICS. CounterpartyContractor, its employees, officers, agents, representatives and subcontractors Subcontractors shall at all times maintain the highest ethical standards and avoid conflicts of interest in the performance of CounterpartyContractor’s obligations under this POAgreement and shall comply with the Owner’s Code of Business Conduct as it may be revised, updated or amended from time to time. In conjunction with its performance of the Work, Counterparty Contractor and its employees, officers, agents and representatives shall comply with, and cause its subcontractors subcontractor and their respective its employees, officers, agents and representatives to comply with, all applicable lawsApplicable Laws, statutes, regulations and other requirements codes prohibiting bribery, corruption, kick-backs or similar unethical practices including, without limitation, the United States Foreign Corrupt Practices Act, Act and the United Kingdom Bribery Act 2010, and the NVE Code of Business Conduct. Without limiting the generality of the foregoing, Counterparty Contractor specifically represents and warrants that neither Counterparty Contractor nor any subcontractor Subcontractor, employees, officers, representatives or other agents of Counterparty Contractor have made or will make any payment, or have given or will give anything of value, in either case to any government official or the NVE (including any officer or employee of any governmental authority or the NVEauthority) to influence his, her, or its decision or to gain any other advantage for NVE Owner or Counterparty Contractor in connection with the Work to be performed hereunder. Counterparty Contractor shall maintain and cause to be maintained effective accounting procedures and internal controls necessary to record all expenditures in connection with this PO Agreement and to verify CounterpartyContractor’s compliance with this provisionSection 27.22. NVE Owner shall be permitted to audit such records as reasonably necessary to confirm CounterpartyContractor’s compliance with this provisionSection 27.22. Counterparty Contractor shall immediately provide notice to NVE Owner of any facts, circumstances or allegations that constitute or might constitute a breach of this provision Section 27.22 and shall cooperate with NVEOwner’s subsequent investigation of such matters. Counterparty Contractor shall indemnify and hold NVE Owner harmless from for all fines, penalties, expenses or other losses sustained by NVE Owner as a result of CounterpartyContractor’s breach of this provision. The Parties specifically acknowledge that CounterpartyContractor’s failure to comply with the requirements of this provision Section 27.22 shall constitute a condition of default under this POAgreement. [Signature Page Follows.]

BUSINESS ETHICS. CounterpartyIn carrying out its respective obligations under the Agreement, each party shall comply with all applicable laws and regulations of any country in which it is incorporated or based or does business and of any other country applicable to its employeesbusiness, officersincluding, agents, representatives and subcontractors shall at all times maintain the highest ethical standards and avoid conflicts of interest in without limitation the performance of Counterparty’s its obligations under this POAgreement. Each party represents and warrants that: it is not in breach of any bribery or corruption under any applicable corruption laws; it is not in breach of any applicable anti-money laundering laws; and it has no involvement with any slavery, human trafficking or child labour in its corporate activities and shall comply with the Modern Slavery Act 2015. Without prejudice to any other Clause of the Agreement, the offending party shall indemnify and hold harmless the other party and any of its Group against all Claims and in respect of all loss suffered by them as a result of or relating to violations of this Clause. For the avoidance of doubt, Xxxxxx 14 shall not apply in respect of a party’s rights of indemnity under this Clause. The Supplier shall if so requested by the Buyer in writing promptly provide any information which the Buyer may reasonably require in order to monitor its compliance with this Clause. In conjunction with its performance of the Work, Counterparty particular and its employees, officers, agents and representatives shall comply with, and cause its subcontractors and their respective employees, officers, agents and representatives to comply with, all applicable laws, statutes, regulations and other requirements prohibiting bribery, corruption, kick-backs or similar unethical practices including, without limitation, the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, and the NVE Code of Business Conduct. Without limiting the generality a director or other duly authorised representative of the foregoingSupplier with direct responsibility for the Agreement shall certify in writing to the Buyer on an annual basis its full compliance with this Clause during the preceding year. The Supplier shall where lawful notify the Buyer immediately in writing upon becoming aware of, Counterparty specifically represents or suspecting: any failure to comply with any provisions of this Clause; and warrants that neither Counterparty nor any subcontractor employeesextortive solicitation, officers, representatives demand or other agents of Counterparty have made or will make any payment, or have given or will give request for anything of value, in either case by or on behalf of any person relating to any government official Goods / Services or the NVE (including any officer or employee of any governmental authority or the NVE) to influence his, her, Agreement or its decision or subject matter. Any failure by the Supplier to gain comply with any other advantage for NVE or Counterparty in connection with the Work to be performed hereunder. Counterparty provision of this Clause shall maintain and cause to be maintained effective accounting procedures and internal controls necessary to record all expenditures in connection with this PO and to verify Counterparty’s compliance with this provision. NVE shall be permitted to audit such records as reasonably necessary to confirm Counterparty’s compliance with this provision. Counterparty shall immediately provide notice to NVE of any facts, circumstances or allegations that constitute or might constitute a material breach of the Agreement. In the event of a breach or suspected breach of this provision and Clause, such determination to be at the sole discretion of the Buyer, the Buyer shall cooperate be entitled to with NVEimmediate effect suspend performance of its obligations under the Agreement and/or terminate the Agreement. For the avoidance of doubt, Xxxxxx 14 shall not apply in respect of a party’s subsequent investigation rights of such matters. Counterparty shall indemnify and hold NVE harmless from all fines, penalties, expenses or other losses sustained by NVE as a result of Counterparty’s breach of this provision. The Parties specifically acknowledge that Counterparty’s failure to comply with the requirements of this provision shall constitute a condition of default indemnity under this POClause.

BUSINESS ETHICS. CounterpartyContractor, its employees, officers, agents, representatives and subcontractors Subcontractors shall at all times maintain the highest ethical standards and avoid conflicts of interest in the performance of CounterpartyContractor’s obligations under this POAgreement and shall comply with the Owner’s Code of Business Conduct as it may be revised, updated or amended from time to time. In conjunction with its performance of the Work, Counterparty Contractor and its employees, officers, agents and representatives shall comply with, and cause its subcontractors subcontractor and their respective its employees, officers, agents and representatives to comply with, all applicable lawsApplicable Laws, statutes, regulations and other requirements codes prohibiting bribery, corruption, kick-backs or similar unethical practices including, without limitation, the United States Foreign Corrupt Practices Act, Act and the United Kingdom Bribery Act 2010, and the NVE Code of Business Conduct. Without limiting the generality of the foregoing, Counterparty Contractor specifically represents and warrants that neither Counterparty Contractor nor any subcontractor Subcontractor, employees, officers, representatives or other agents of Counterparty Contractor have made or will make any payment, or have given or will give anything of value, in either case to any government official or the NVE (including any officer or employee of any governmental authority or the NVEauthority) to influence his, her, or its decision or to gain any other advantage for NVE Owner or Counterparty Contractor in connection with the Work to be performed hereunder. Counterparty Contractor shall maintain and cause to be maintained effective accounting procedures and internal controls necessary to record all expenditures in connection with this PO Agreement and to verify CounterpartyContractor’s compliance with this provisionSection 3.29. NVE Owner shall be permitted to audit such records as reasonably necessary to confirm CounterpartyContractor’s compliance with this provisionSection 3.29. Counterparty Contractor shall immediately provide notice to NVE Owner of any facts, circumstances or allegations that constitute or might constitute a breach of this provision Section 3.29 and shall cooperate with NVEOwner’s subsequent investigation of such matters. Counterparty Contractor shall indemnify and hold NVE Owner harmless from for all fines, penalties, expenses or other losses sustained by NVE Owner as a result of CounterpartyContractor’s breach of this provision. The Parties specifically acknowledge that CounterpartyContractor’s failure to comply with the requirements of this provision Section 3.29 shall constitute a condition of default under this POAgreement.

BUSINESS ETHICS. Counterparty‌ Consultant, its employees, officers, agents, representatives and subcontractors Subcontractors shall at all times maintain the highest ethical standards and avoid conflicts of interest in the performance of CounterpartyConsultant’s obligations under this POContract. In conjunction with its performance of the Work, Counterparty Consultant and its employees, officers, agents and representatives shall comply with, and cause its subcontractors Subcontractors and their respective employees, officers, agents and representatives to comply with, all applicable laws, statutes, regulations and other requirements prohibiting bribery, corruption, kick-backs or similar unethical practices including, without limitation, the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, and the NVE Company Code of Business Conduct. , a copy of which is attached hereto as Exhibit F. Without limiting the generality of the foregoing, Counterparty Consultant specifically represents and warrants that neither Counterparty Consultant nor any subcontractor Subcontractor, employees, officers, representatives or other agents of Counterparty Consultant have made or will make any payment, or have given or will give anything of value, in either case to any government official or the NVE (including any officer or employee of any governmental authority or the NVEauthority) to influence his, her, or its decision or to gain any other advantage for NVE Company or Counterparty Consultant in connection with the Work to be performed hereunder. Counterparty Consultant shall maintain and cause to be maintained effective accounting procedures and internal controls necessary to record all expenditures in connection with this PO Contract and to verify CounterpartyConsultant’s compliance with this provisionArticle. NVE Company shall be permitted to audit such records as reasonably necessary to confirm CounterpartyConsultant’s compliance with this provisionArticle; provided that Consultant may redact all personal information (e.g. social security numbers birth dates, etc.) from such records. Counterparty Consultant shall immediately provide notice to NVE Company of any facts, circumstances or allegations that constitute or might constitute a breach of this provision Article and shall cooperate with NVECompany’s subsequent investigation of such matters. Counterparty Consultant shall indemnify and hold NVE Company harmless from all fines, penalties, expenses or other losses sustained by NVE Company as a result of CounterpartyConsultant’s breach of this provision. The Parties specifically acknowledge that CounterpartyConsultant’s failure to comply with the requirements of this provision Article shall constitute a condition of default under this PO.Contract.‌

BUSINESS ETHICS. Counterparty‌ Consultant, its employees, officers, agents, representatives and subcontractors Subcontractors shall at all times maintain the highest ethical standards and avoid conflicts of interest in the performance of CounterpartyConsultant’s obligations under this POContract. In conjunction with its performance of the Work, Counterparty Consultant and its employees, officers, agents and representatives shall comply with, and cause its subcontractors Subcontractors and their respective employees, officers, agents and representatives to comply with, all applicable laws, statutes, regulations and other requirements prohibiting bribery, corruption, kick-backs or similar unethical practices including, without limitation, the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, and the NVE Company Code of Business Conduct. Without limiting the generality of the foregoing, Counterparty Consultant specifically represents and warrants that neither Counterparty Consultant nor any subcontractor Subcontractor employees, officers, representatives or other agents of Counterparty Consultant have made or will make any payment, or have given or will give anything of value, in either case to any government official or the NVE (including any officer or employee of any governmental authority or the NVEauthority) to influence his, her, or its decision or to gain any other advantage for NVE Company or Counterparty Consultant in connection with the Work to be performed hereunder. Counterparty Consultant shall maintain and cause to be maintained effective accounting procedures and internal controls necessary to record all expenditures in connection with this PO Contract and to verify CounterpartyConsultant’s compliance with this provisionArticle. NVE Company shall be permitted to audit such records as reasonably necessary to confirm CounterpartyConsultant’s compliance with this provisionArticle. Counterparty Consultant shall immediately provide notice to NVE Company of any facts, circumstances or allegations that constitute or might constitute a breach of this provision Article and shall cooperate with NVECompany’s subsequent investigation of such matters. Counterparty Consultant shall indemnify and hold NVE Company harmless from all fines, penalties, expenses or other losses sustained by NVE Company as a result of CounterpartyConsultant’s breach of this provision. The Parties specifically acknowledge that CounterpartyConsultant’s failure to comply with the requirements of this provision Article shall constitute a condition of default under this PO.Contract.‌

BUSINESS ETHICS. CounterpartyIn carrying out its respective obligations under the Agreement, each party shall comply with all applicable laws and regulations of any country in which it is incorporated or based or does business and of any other country applicable to its employeesbusiness, officersincluding, agents, representatives and subcontractors shall at all times maintain the highest ethical standards and avoid conflicts of interest in without limitation the performance of Counterparty’s its obligations under this POAgreement. Each party represents and warrants that: it is not in breach of any bribery or corruption under any applicable corruption laws; it is not in breach of any applicable anti-money laundering laws; and it has no involvement with any slavery, human trafficking or child labour in its corporate activities and shall comply with the Modern Slavery Act 2015. Without prejudice to any other Clause of the Agreement, the offending party shall indemnify and hold harmless the other party and any of its Group against all Claims and in respect of all loss suffered by them as a result of or relating to violations of this Clause. For the avoidance of doubt, Xxxxxx 14 shall not apply in respect of a party’s rights of indemnity under this Clause. The Supplier shall if so requested by the Buyer in writing promptly provide any information which the Buyer may reasonably require in order to monitor its compliance with this Clause. In conjunction with its performance of the Work, Counterparty particular and its employees, officers, agents and representatives shall comply with, and cause its subcontractors and their respective employees, officers, agents and representatives to comply with, all applicable laws, statutes, regulations and other requirements prohibiting bribery, corruption, kick-backs or similar unethical practices including, without limitation, the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010, and the NVE Code of Business Conduct. Without limiting the generality a director or other duly authorised representative of the foregoingSupplier with direct responsibility for the Agreement shall certify in writing to the Buyer on an annual basis its full compliance with this Clause during the preceding year. The Supplier shall where lawful notify the Buyer immediately in writing upon becoming aware of, Counterparty specifically represents or suspecting: any failure to comply with any provisions of this Clause; and warrants that neither Counterparty nor any subcontractor employeesextortive solicitation, officers, representatives demand or other agents of Counterparty have made or will make any payment, or have given or will give request for anything of value, in either case by or on behalf of any person relating to any government official Goods / Services or the NVE (including any officer or employee of any governmental authority or the NVE) to influence his, her, Agreement or its decision or subject matter. Any failure by a party to gain comply with any other advantage for NVE or Counterparty in connection with the Work to be performed hereunder. Counterparty provision of this Clause shall maintain and cause to be maintained effective accounting procedures and internal controls necessary to record all expenditures in connection with this PO and to verify Counterparty’s compliance with this provision. NVE shall be permitted to audit such records as reasonably necessary to confirm Counterparty’s compliance with this provision. Counterparty shall immediately provide notice to NVE of any facts, circumstances or allegations that constitute or might constitute a material breach of the Agreement. In the event of a breach or suspected breach of this provision and Clause by a party, such determination to be at the sole discretion of the other party, such party shall cooperate be entitled to with NVEimmediate effect suspend performance of its obligations under the Agreement and/or terminate the Agreement. For the avoidance of doubt, Xxxxxx 14 shall not apply in respect of a party’s subsequent investigation rights of such matters. Counterparty shall indemnify and hold NVE harmless from all fines, penalties, expenses or other losses sustained by NVE as a result of Counterparty’s breach of this provision. The Parties specifically acknowledge that Counterparty’s failure to comply with the requirements of this provision shall constitute a condition of default indemnity under this POClause.

BUSINESS ETHICS. Counterparty‌ Consultant, its employees, officers, agents, representatives and subcontractors Subcontractors shall at all times maintain the highest ethical standards and avoid conflicts of interest in the performance of CounterpartyConsultant’s obligations under this POContract. In conjunction with its performance of the Work, Counterparty Consultant and its employees, officers, agents and representatives shall comply with, and cause its subcontractors Subcontractors and their respective employees, officers, agents and representatives to comply with, all applicable laws, statutes, regulations and other requirements prohibiting bribery, corruption, kick-backs or similar unethical practices including, without limitation, the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010Xxxxxxx Xxx 0000, and the NVE Company Code of Business Conduct. , a copy of which is attached hereto as Exhibit F. Without limiting the generality of the foregoing, Counterparty Consultant specifically represents and warrants that neither Counterparty Consultant nor any subcontractor Subcontractor, employees, officers, representatives or other agents of Counterparty Consultant have made or will make any payment, or have given or will give anything of value, in either case to any government official or the NVE (including any officer or employee of any governmental authority or the NVEauthority) to influence his, her, or its decision or to gain any other advantage for NVE Company or Counterparty Consultant in connection with the Work to be performed hereunder. Counterparty Consultant shall maintain and cause to be maintained effective accounting procedures and internal controls necessary to record all expenditures in connection with this PO Contract and to verify CounterpartyConsultant’s compliance with this provisionArticle. NVE Company shall be permitted to audit such records as reasonably necessary to confirm CounterpartyConsultant’s compliance with this provisionArticle; provided that Consultant may redact all personal information (e.g. social security numbers birth dates, etc.) from such records. Counterparty Consultant shall immediately provide notice to NVE Company of any facts, circumstances or allegations that constitute or might constitute a breach of this provision Article and shall cooperate with NVECompany’s subsequent investigation of such matters. Counterparty Consultant shall indemnify and hold NVE Company harmless from all fines, penalties, expenses or other losses sustained by NVE Company as a result of CounterpartyConsultant’s breach of this provision. The Parties specifically acknowledge that CounterpartyConsultant’s failure to comply with the requirements of this provision Article shall constitute a condition of default under this PO.Contract.‌