Anti-Bribery Compliance Extract

ANTI-BRIBERY COMPLIANCE EXTRACT

This Anti-Bribery Compliance Extract (the "Extract") is entered into as of Effective Date: by and between Client Name: (Client), Client Entity Type: Corporation LLC Partnership and Supplier Name: (Supplier), Supplier Entity Type: Corporation LLC Individual.

RECITALS

WHEREAS, Client engages in business activities that require adherence to applicable anti-bribery and anti-corruption laws and maintains policies prohibiting bribery, improper payments and facilitation payments;

WHEREAS, Supplier provides goods and/or services to Client and in connection with such relationship may act on behalf of, or interact with, government officials, customers, or other third parties, thereby creating risks subject to anti-bribery compliance controls;

WHEREAS, Client requires from Supplier a written extract of Supplier's anti-bribery compliance representations, undertakings and consent to audit in order to evaluate and document Supplier's compliance posture.

NOW, THEREFORE

In consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Extract, unless the context otherwise requires:

"Applicable Anti-Bribery Laws" means all anti-bribery, anti-corruption and gift, hospitality or facilitation-payment laws, regulations and codes of conduct applicable to the parties' operations, including laws that prohibit offering, promising, giving, authorizing or receiving any undue advantage to obtain or retain business.

2. SUPPLIER REPRESENTATIONS AND WARRANTIES

Supplier represents and warrants that, as of the Effective Date and throughout the term of any business relationship:

(a) Supplier, its affiliates and, to Supplier's knowledge, its directors, officers and employees have not, and will not, directly or indirectly, offer, promise, give, solicit or accept any bribe, kickback, improper gift, or facilitation payment in violation of Applicable Anti-Bribery Laws in connection with Supplier's performance under any contract with Client.

(b) Supplier maintains written policies, procedures and internal controls reasonably designed to prevent bribery and corruption, including appropriate third-party due diligence, approvals, accounting controls and recordkeeping. Supplier confirms compliance status by selecting applicable statements below:

Supplier has a written anti-bribery policy in force.
Supplier performs due diligence on agents, intermediaries and partners engaged in connection with Client work.
Supplier provides anti-bribery training to relevant personnel.

3. COMPLIANCE OBLIGATIONS

Supplier shall: (i) comply with all Applicable Anti-Bribery Laws in performing its obligations to Client; (ii) not cause Client to be in breach of any Applicable Anti-Bribery Laws; (iii) maintain complete and accurate books and records reflecting all transactions, payments and expenses related to work performed for Client; and (iv) implement and maintain internal accounting controls to prevent misclassification of improper payments.

4. REPORTING, INVESTIGATION AND COOPERATION

Supplier shall promptly report in writing to Client any credible allegation, investigation or conviction related to bribery or corruption involving Supplier, its affiliates, or representatives. Supplier will cooperate fully and truthfully with any internal or external investigation initiated by Client, including providing documents and access to personnel, subject to reasonable confidentiality protections.

5. AUDIT AND ACCESS

Upon reasonable notice, Supplier shall permit Client or its designated representative to audit Supplier's records, books, and relevant premises to verify compliance with Applicable Anti-Bribery Laws and this Extract. Audits will be conducted during normal business hours and in a manner designed to minimize disruption. Supplier shall promptly remedy any deficiencies identified by such audit and deliver a written remediation plan when requested.

6. TRAINING AND CONTROLS

Supplier shall maintain, and upon request provide evidence of, periodic training for employees and agents whose duties relate to Supplier's obligations to Client. Supplier will ensure procedures for approval of third-party intermediaries, documented scopes of work and payment terms, and controls to avoid conflicts of interest.

7. REMEDIES AND TERMINATION

Any breach by Supplier of the representations, warranties or obligations in this Extract that is material and, if not remediable within a reasonable period, not remedied within thirty (30) days of written notice, shall constitute a material breach entitling Client to terminate any contract with Supplier for cause, to reject invoices, and to seek damages, including without limitation recovery of losses resulting from the breach and reasonable costs of investigation and remediation.

8. INDEMNIFICATION

Supplier shall indemnify, defend and hold harmless Client and its affiliates from and against any damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Supplier's breach of this Extract or violation of Applicable Anti-Bribery Laws.

9. CONFIDENTIALITY

The existence, terms, and records produced under this Extract are confidential and shall not be disclosed except as required by law or with the prior written consent of the other party. Notwithstanding the foregoing, Supplier shall not withhold information reasonably requested by Client for compliance verification.

10. TERM

This Extract shall remain in effect for the duration of any ongoing contractual relationship between the parties and for a period of two (2) years thereafter with respect to obligations, certifications and record retention required under Applicable Anti-Bribery Laws.

11. NOTICES

All notices, requests or other communications required under this Extract shall be in writing and delivered to the contact details below:

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Extract will be effective unless made in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Extract constitutes a waiver of that right.

13. GOVERNING LAW

This Extract shall be governed by and construed in accordance with the laws specified by the parties. Governing Jurisdiction:

14. ENTIRE AGREEMENT

This Extract, together with any referenced anti-bribery policies and related documents incorporated by reference, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings relating to anti-bribery compliance.

15. SEVERABILITY

If any provision of this Extract is held to be invalid, illegal or unenforceable in any respect under applicable law, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and the parties shall negotiate in good faith to agree on a valid substitute provision that most nearly effects the parties' original intent.

16. COUNTERPARTS

This Extract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic copies of signatures shall be deemed originals for all purposes.

CERTIFICATION

The undersigned authorized representative of Supplier certifies, on Supplier's behalf, the accuracy of the representations and warranties contained herein, that Supplier will comply with the obligations set forth in this Extract, and that the person signing below is duly authorized to bind Supplier.

Sign Now