Proper Practice Clause Samples

Proper Practice. Neither Party shall pay any fee, commission, rebate or anything of value to or for the benefit of any employee of the other Party, nor will either Party do business with any company knowing the results might directly benefit an employee of the other Party. (a) Charterer acknowledges that Owner is subject to the FCPA and may be subject to the UKBA (the UKBA and the FCPA being, together, the “Compliance Regulations”), and agrees that Owner shall have the right to take such reasonable action as it may deem necessary to ensure compliance with the Compliance Regulations. In this regard, Charterer also acknowledges that the selection of service providers, the implementation of this Charter, and the terms on which service providers for the Charter are engaged shall be subject to procedures or terms aimed at ensuring compliance with the Compliance Regulations. (b) Notwithstanding the generality of the foregoing: (i) Charterer hereby warrants and represents to Owner that: (A) none of Charterer its employees, or its agents has taken in respect of this Charter or shall take any action in violation of the Compliance Regulations; and (B) Charterer is not aware of any offer or payment by any employee or agent of Owner’s or an Affiliate of Owner of any gift or other amount to Charterer or any employee, agent, director or officer of either, whether for purposes of inducing them to enter into this Charter or otherwise, and shall promptly report any such effort or any such payment or gift ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ promptly to Owner should they ever discover that one was made or offered. (ii) Owner hereby warrants and represents to Charterer that: (A) none of Owner or its employees has taken or shall take any action in violation of the Compliance Regulations; and (B) Owner is not aware of any offer or payment by any employee or agent of Charterer’s or an Affiliate of Charterer of any gift or other amount to Owner or any employee, agent, director or officer of either, whether for purposes of inducing them to enter into this Charter or otherwise, and shall promptly report any such effort or any such payment or gift promptly to Charterer should they ever discover that one was made or offered. The Parties agree to take reasonable endeavours to ensure that, in connection with this Charter and the activities contemplated herein, neither Party’s directors, officers and employees, or those of their Affiliates, will take action, or omit to take any action, that would violate the Compliance...

Proper Practice. (a) Neither Party shall pay any fee, commission, rebate or anything of value to or for the benefit of any employee of the other Party, nor will either Party do business with any company knowing the results might directly benefit an employee of the other Party. Each Party shall use due diligence not to permit any of the other Party's employees, servants, agents or representatives to engage in any activities contrary or detrimental to the best interests of the other Party. (b) The Parties mutually agree that, in connection with this Agreement and the activities contemplated herein, neither of them nor any of their respective employees, authorized agents, representatives or Affiliates will take action, or omit to take any action, that would cause the other Party to be in violation of any Law related to the other Party's business practices. (c) The Parties agree that all invoices rendered by each to the other Party as provided for in this Agreement shall, in reasonable detail, accurately and fairly reflect the facts about all activities and transactions which are the subject of the invoice. (d) Notwithstanding the generality of the foregoing, each Party represents and warrants that neither it nor any of its officer, director, employee, authorized agent or representative thereof has made prior to the date hereof, and covenants that neither it nor any of its officer, director, employee, authorized agent or representative thereof will make or cause to be made any payment, loan, or gift of any money or anything of value, directly or indirectly: (i) to or for the benefit of any official or employee of any Governmental Authority thereof; or (ii) to any other Person or entity, where such payment, loan, or gift of any money or anything of value is intended to influence a decision in favour of a Party in a manner that is inconsistent with the principles set forth in this Clause 18.