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 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, 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. 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. CounterpartyConsultant, 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 POthe Contract. In conjunction with its performance of the WorkServices, 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 Services 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 the 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 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 indemnify, defend 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 provisionArticle. 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 POthe Contract.

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 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, 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. Counterparty, its employees, officers, agents, representatives and subcontractors The Parties shall at all times maintain uphold the highest ethical standards and avoid conflicts of interest business ethics in the performance of Counterparty’s obligations under this POAgreement. In conjunction Subcontractor acknowledges and accepts that Crown Agents has zero tolerance in respect of all forms of fraud, bribery and corruption. Subcontractor further acknowledges and accepts its responsibility to prevent and counter bribery and corruption and undertakes to operate ethically and with complete integrity and to implement and maintain effective governance, transparency, accountability and reporting systems in order to prevent and counter bribery and corruption in any form in all its performance of internal and external activities. Subcontractor shall (and shall procure that all individuals and any other person associated with the Work, Counterparty and its employees, officers, agents and representatives shall Subcontractor shall): comply with, : the Ethical Code for Business Partners set out in Annex H; and cause its subcontractors and their respective employees, officers, agents and representatives to comply with, all applicable laws, statutes, regulations and other requirements prohibiting briberycodes relating to anti-fraud, corruption, kickbribery and anti-backs or similar unethical practices including, without limitation, corruption including but not limited to the United States UK’s ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and the US Foreign Corrupt Practices Act▇▇▇ ▇▇▇▇, (“Relevant Requirements”); not engage in any activity, practice or conduct which would constitute an offence under the United Kingdom Bribery Act 2010UK’s ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ if such activity, and practice or conduct had been carried out in the NVE Code UK; have throughout the term of Business Conduct. Without limiting this Agreement procedures, including adequate procedures under the generality of UK’s ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, to ensure compliance with the foregoing, Counterparty specifically represents and warrants that neither Counterparty nor Relevant Requirements; promptly report to Crown Agents any subcontractor employees, officers, representatives request or demand for any undue financial 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 advantage of any governmental authority or the NVE) to influence his, her, or its decision or to gain any other advantage for NVE or Counterparty kind received by it 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 performance of 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 Agreement or any facts, circumstances or allegations that constitute or might other conduct which could constitute a breach of Relevant Requirements or this provision clause; warrant that it is not a foreign public official or politically exposed person and that no person associated with it is a foreign public official or a politically exposed person; immediately notify Crown Agents in writing if Subcontractor or any person associated with Subcontractor is or becomes a foreign public official or politically exposed person; from time to time if required by the Crown Agents confirm in writing that it has complied with this Clause 16 and provide information reasonably required in support of such compliance or any investigation and provide all assistance with any investigation in respect of the Relevant Requirements; and provide such information as the Crown Agents may reasonably require to enable Crown Agents to comply with its obligations under the UK’s ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. Subcontractor shall ensure that any associated person performing the Services in connection with the Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Subcontractor in this Clause 16 (“Relevant Terms”). Subcontractor shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall cooperate be directly liable to Crown Agents for any breach by such persons of any of the Relevant Terms. For the purpose of this Clause 16, the meaning of adequate procedures and foreign public official and whether a person is associated with NVEanother person shall be determined in accordance with the UK’s subsequent investigation ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and any related guidance. For the purpose of such mattersthis clause, a person associated with a Party includes but is not limited to any subcontractor of a Party. Counterparty shall indemnify and hold NVE harmless from all finesPolitically exposed person should be determined in accordance with the latest definition of the Financial Action Task Force on Money Laundering. Without limiting its other rights or remedies, penalties, expenses or other losses sustained Crown Agents may terminate this Agreement with immediate effect by NVE as a result of Counterparty’s giving written notice to the Subcontractor if the Subcontractor is in 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 POClause 16.

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 Workwork or delivery of the goods, 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 performance of the work or delivery of the goods 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 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.

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, ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ 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 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. 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, ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇ 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.