Common use of Ethics and Compliance Clause in Contracts

Ethics and Compliance. 18.1 The Parties acknowledge their commitment to conduct their business, directly through its employees and officers, and indirectly though third parties, in conformance with key beliefs of uncompromising integrity and constant respect for people. In recognition of the significance of this commitment, the Parties agree to conduct themselves at all times in the performance of this Agreement honestly and fairly, using the highest ethical standards, and to treat their employees, agents, contractors and customers with dignity. 18.2 Supplier, on behalf of itself and its suppliers and subcontractors (collectively, its “Supply Chain”), represents to the best of its knowledge, and warrants that (i) all Products are produced, manufactured, assembled, packaged, labeled, and supplied, and (ii) services are rendered, and (iii) the actual Products and services provided are in compliance with applicable laws, rules, regulations and standards, including those set out in Exhibit C, and (iv) Supplier holds an affirmative duty to immediately correct any non-compliance with the foregoing requirements. Supplier will indemnify, defend and hold harmless Motorola Indemnitees from Claims arising from acts or omissions of Supplier’s Supply Chain. Upon request Supplier will re-certify compliance annually.