Common use of Compliance Clause in Contracts

Compliance. (a) Both Parties shall comply and shall ensure that their representative employees or agents carrying out obligations hereunder or using Platform and Services comply with all applicable laws, regulations, ordinances, rules and standards, and shall submit to the standard Code of Conduct of Service Provider available at ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇_▇▇▇▇▇▇▇▇▇/▇▇▇_▇▇▇▇/▇▇▇▇▇▇▇- Code-of-Business-Conduct-and-Ethics-US-English-en_US.pdf. (b) In order to conduct business activities ethically and with integrity, both Parties shall adhere in particular to all applicable laws in the following areas, i.e. human rights, occupational health and safety, anti-bribery and corruption, competition and antitrust, and environmental laws. (c) In connection with the execution of this Agreement and any additional agreements in the performance of its obligations hereunder and in using Platform and Services, Customer agrees to comply with all applicable anti-corruption laws regulations including but not limited to the US Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010 and any amendments thereto. (d) During the term of this Agreement, in connection with any contract or business relationship solicited, contemplated, or entered into using Services, as well as in connection with its use of Platform and Services, EN_Transporeon_General_terms_and_conditions_V14.0 • Customer shall not, and shall not permit any of its authorized Users or representatives to, provide, offer, promise or authorize the payment or giving of any money, fee, commission, remuneration or any other valuable item to or for the benefit of any government official in order to influence an act or decision in violation of his or her lawful duty and applicable law for the purpose of obtaining or retaining business or for the purpose of securing an improper advantage or creating a conflict of interest (collectively Bribery); • Customer shall not, directly or indirectly offer or promise to any person, or demand or accept from any person, any personal or improper financial or other advantage that has the ability to influence decision-making of Customer, any other person or to create a conflict of interest deceive or mislead other customers, Customer’s directors, officers, employees, consultants or agents with the intent to deprive them of some legal right. (e) Customer shall inform Service Provider immediately in the event of knowledge or reasonably founded suspicion that any person under the control or affiliated with Customer is committing or attempting to commit any act of, or in furtherance of, ▇▇▇▇▇▇▇ in connection with its use of Platform and Services. (f) Both Parties shall adhere to the relevant competition and antitrust laws. (g) Unless otherwise stipulated, these laws prohibit competitors from discussing or agreeing on markets (i.e., allocation of segments on industries, territories, products, and services), conditions, prices, business strategies, and activities (e.g., bid rigging, participation in tender procedures, price fixing, price discrimination). Security classification: Protected 7 Customer must not enter into any agreement (written or verbally), or engage in any other forms of activity, which has as its object or effect the prevention or restriction of competition and/or which breaches applicable laws relating to competition or fair trade. Moreover, Customer should refrain from taking part in agreements or concerted practices that breach anti-trust or anti-boycott laws, whether in their own favor or in favor of Third Parties. No unfair advantage is taken through of any dominant market position Customer might hold, manipulation, concealment or misrepresentation of material facts, abuse of confidential or privileged information, or like practices. (h) The same applies to the exchange of competitively sensitive information, i.e. all information that is not public and could be used by a competitor or supplier to offer service or to make production, pricing or marketing decisions, including but not limited to information relating to costs, capacity, distribution, marketing, supply, market territories, customer relationships, the terms of dealing with any particular customer, and current and future prices, bids, or price lists. (i) Customer shall take commercially reasonable measures to ensure its compliance with applicable anti-terror regulations and other national and international embargo and trade control rules. (j) Customer represents and warrants that it is not and will not be during the term of this Agreement subject to any restrictions on export of goods or technology that apply to their use of Platform and Services. (k) Both Parties agree that while providing and using Services to perform all activities in strict compliance with all provisions of all trade, customs, import and export and sanctions and other related and similar laws, regulations, requirements, and restrictions which are applicable under the laws of its respective territories and any other jurisdiction applicable to the business conducted, such as: • export control laws, applicable trade sanctions and trade embargoes, laws that govern dual use goods; • prohibitions to deal with ‘Denied’ or ‘Restricted’ parties, i.e., no legal group entity, its directors, employees, and/or subcontractors appear on any Watch and/or Sanctions lists issued by the UN, EU, UK, and/or the US governmental bodies (collective Sanctions- and Watch lists) (l) Customer shall notify Service Provider immediately in writing or via e-mail in the event Customer or any of its Users or a counterparty to any contract contemplated or entered into using Platform and Services becomes listed on any sanctions list.