Anti-Corruption Compliance Form

ANTI-CORRUPTION COMPLIANCE FORM

This Anti-Corruption Compliance Form ("Form") is executed as of Effective Date: by and between Company Name: with principal address and Counterparty Name: with principal address .

RECITALS

WHEREAS, Company and Counterparty intend to engage in business transactions pursuant to one or more agreements, and each party desires that such transactions be conducted in full compliance with all Applicable Anti-Corruption Laws; and

WHEREAS, Counterparty represents that it maintains policies, procedures and internal controls reasonably designed to prevent, detect and remedy violations of anti-corruption laws and to ensure compliance with the obligations set forth in this Form; and

WHEREAS, Company requires Counterparty to certify conformity with the anti-corruption obligations and to provide cooperation in any related investigation or audit.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Form, "Applicable Anti-Corruption Laws" means all anti-bribery, anti-corruption and anti-money laundering statutes and regulations applicable to the parties, including laws prohibiting payments or transfers of anything of value to government officials or private persons to obtain or retain business or secure any improper advantage.

2. REPRESENTATIONS AND WARRANTIES

Counterparty represents and warrants that: (a) it is lawfully organized and has the corporate power and authority to execute and deliver this Form and to perform its obligations hereunder; (b) neither it nor, to the best of its knowledge, any of its directors, officers, employees or agents has been convicted of or is under investigation for a material violation of any Applicable Anti-Corruption Laws; and (c) all information provided in connection with this Form is true, complete and accurate in all material respects.

3. PROHIBITED CONDUCT

Counterparty shall not, directly or indirectly, offer, promise, authorize, give, solicit or accept any bribe, kickback, improper gift, facilitation payment, or other payment or thing of value to influence any act, decision or omission of any person, including public officials and private commercial counterparties, in violation of Applicable Anti-Corruption Laws.

4. COMPLIANCE PROGRAM

Counterparty represents that it maintains a written anti-corruption compliance program that includes: (i) senior management oversight; (ii) documented policies and procedures; (iii) periodic risk-based training for relevant personnel; (iv) appropriate financial controls and record-keeping; and (v) a mechanism for reporting and investigating potential violations.

5. THIRD-PARTY INTERMEDIARIES

Counterparty shall not engage any third-party intermediary, agent or consultant to act on its behalf in connection with Company without conducting reasonable, risk-based due diligence. Counterparty shall require in writing that any such intermediary comply with Applicable Anti-Corruption Laws and provide copies of due diligence records to Company upon request.

6. REPORTING, INVESTIGATION AND COOPERATION

Counterparty shall promptly report to Company any request, demand or solicitation that may constitute a violation of Applicable Anti-Corruption Laws or this Form. Counterparty shall cooperate fully and truthfully with any internal or external investigation and, to the extent permitted by law, shall provide documents and witnesses as reasonably requested.

7. AUDIT RIGHTS AND RECORDS

Company reserves the right to audit Counterparty's books, records and relevant facilities to verify compliance with this Form, subject to reasonable notice and confidentiality protections. Counterparty shall retain records relevant to transactions with Company for a period of from the date of creation.

8. REMEDIES AND TERMINATION

A material breach by Counterparty of any obligation under this Form, including any material misrepresentation, shall constitute a material breach of the underlying commercial relationship and shall entitle Company, at its election, to suspend performance, withhold payment, terminate any agreement for cause and seek damages and equitable relief.

9. INDEMNIFICATION

Counterparty shall indemnify, defend and hold harmless Company and its affiliates, officers, directors and employees from and against any losses, liabilities, damages, fines, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Counterparty's breach of this Form or violation of Applicable Anti-Corruption Laws.

10. CONFIDENTIALITY

Information exchanged or produced in connection with compliance matters, audits or investigations under this Form shall be treated as confidential and used solely for the purposes of compliance and enforcement, except as required by law or as reasonably necessary to pursue remedies under this Form.

11. NOTICES

All notices, requests or other communications required or permitted under this Form shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Form may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Form shall operate as a waiver. This Form may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Form shall be governed by and construed in accordance with the substantive laws of the jurisdiction identified by Company Governing State or Country: without regard to principles of conflicts of law. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Form constitutes the entire agreement between the parties with respect to its subject matter.

14. CERTIFICATION BY COUNTERPARTY

By signing below, the undersigned authorized representative of Counterparty certifies, on behalf of Counterparty, that (i) the statements and representations in this Form are true and complete; (ii) Counterparty has established, maintains and will enforce policies and procedures to comply with Applicable Anti-Corruption Laws; and (iii) Counterparty will promptly notify Company in writing if it becomes aware of any circumstance that would cause any representation or warranty in this Form to be untrue or inaccurate.

Sign Now