Anti-Corruption Compliance Statement

ANTI-CORRUPTION COMPLIANCE STATEMENT

This Anti-Corruption Compliance Statement ("Statement") is entered into as of Effective Date: by and between Company Name: with Principal Address: and Recipient Name: with Principal Address: .

RECITALS

WHEREAS, Company is engaged in the provision of goods and/or services and requires that all persons and entities performing services or acting on behalf of Company conduct business in accordance with applicable anti-corruption and anti-bribery laws and regulations; and

WHEREAS, Recipient will provide certain services or act in a capacity that could expose Company to compliance risk and, as a condition to such relationship, Recipient has agreed to provide assurances and adopt controls to prevent and detect bribery, corruption and related misconduct; and

WHEREAS, Company and Recipient desire to set forth the parties' respective commitments, representations and obligations regarding compliance with anti-corruption laws and related procedures.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. DEFINITIONS

For the purposes of this Statement, the following terms shall have the meanings set forth below: "Anti-Corruption Laws" means all applicable national and international laws, statutes, regulations and rules prohibiting bribery, corrupt practices, money laundering and similar offenses, including those that prohibit offering, promising, giving, requesting, accepting or authorizing improper payments or transfers of value to obtain an improper business advantage. "Prohibited Conduct" includes any act that would constitute a violation of Anti-Corruption Laws in connection with the performance of Recipient's obligations.

2. REPRESENTATIONS AND WARRANTIES

Recipient represents and warrants that: (a) it is not aware of, and has not engaged in, any Prohibited Conduct that would implicate Company; (b) it will comply, and will ensure its personnel, agents, intermediaries and subcontractors comply, with all applicable Anti-Corruption Laws; and (c) to the best of its knowledge, no officer, director, employee, agent or intermediary of Recipient is a public official or otherwise holds a position that would create a heightened risk of corruption without prior written disclosure to Company.

3. ANTI-CORRUPTION COMPLIANCE OBLIGATIONS

Recipient shall implement and maintain policies, procedures and internal controls reasonably designed to prevent, detect and correct bribery and corruption, including (without limitation): (i) recordkeeping practices that accurately reflect all transactions and expenditures; (ii) controls over third-party intermediaries, agents and consultants retained in connection with Recipient's performance; and (iii) mechanisms for confidential reporting of suspected violations.

4. DUE DILIGENCE

Prior to engaging any third party to act on behalf of Recipient in connection with services to Company, Recipient shall conduct appropriate due diligence to assess corruption risk. Recipient shall maintain records of such due diligence and shall provide copies of relevant documentation to Company upon reasonable request.

5. GIFTS, HOSPITALITY AND FACILITATION PAYMENTS

Recipient shall not offer or provide any gift, entertainment, hospitality, payment, or other transfer of value to any third party where such provision could reasonably be construed as intended to influence a decision, secure an improper advantage, or induce the recipient to violate a duty. Facilitation payments are strictly prohibited.

6. REPORTING AND INVESTIGATIONS

Recipient shall promptly notify Company in writing if Recipient becomes aware of any actual, suspected or alleged violation of Anti-Corruption Laws or this Statement. Company may conduct or require an investigation. Recipient shall fully cooperate with any investigation, including providing access to relevant records and personnel.

7. TRAINING AND MONITORING

Recipient shall provide periodic training on Anti-Corruption Laws and Recipient's policies to employees and agents who perform services for or on behalf of Company. Recipient shall monitor compliance and remediate any identified deficiencies within a commercially reasonable period.

8. RECORDS AND AUDIT

Recipient shall keep complete and accurate books and records related to transactions with or on behalf of Company in sufficient detail to permit verification of compliance with Anti-Corruption Laws and this Statement. Company, or an authorized third party, may audit Recipient's relevant records upon reasonable notice and during normal business hours.

9. REMEDIES AND TERMINATION

In the event Recipient breaches any material provision of this Statement or is subject to a government enforcement action for Prohibited Conduct, Company may, at its option and without limiting other rights, suspend payments, suspend performance, require remedial measures, terminate any related agreement for cause, and recover damages and costs arising from such breach.

10. INDEMNITY

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

11. CONFIDENTIALITY

The parties acknowledge that information disclosed in connection with investigations or audits may be confidential. Neither party shall disclose such information except as required by law or regulation, or as necessary to enforce rights under this Statement.

12. NOTICES

13. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Statement shall be effective unless in writing and signed by duly authorized representatives of both parties. No failure or delay in exercising any remedy shall operate as a waiver of that remedy or any other remedy.

14. GOVERNING LAW

This Statement shall be governed by and construed in accordance with the laws of the jurisdiction selected by Company: without regard to principles of conflicts of law.

15. ENTIRE AGREEMENT

This Statement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and communications relating to anti-corruption compliance between the parties.

16. SEVERABILITY

If any provision of this Statement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be construed to effectuate the parties' intent to the greatest extent permitted by law.

17. COUNTERPARTS

This Statement 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. Electronic or facsimile signatures shall be treated as originals for all purposes.

ADDITIONAL INFORMATION

Corporation   Partnership   Individual   Other (describe below)

CERTIFICATION

By signing below, each party certifies that the information provided in this Statement is true and complete to the best of its knowledge, that it will comply with the obligations herein, and that it understands that breach of this Statement may result in termination of agreements and other remedies.

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