Business Conduct Standard

BUSINESS CONDUCT STANDARD

This Business Conduct Standard (the "Standard") is entered into by the parties identified below as of the Effective Date set forth in Section 1.

Parties and Recitals

Client Name:

Business Entity:

WHEREAS, the parties desire to set forth a written standard governing ethical business conduct, compliance obligations, and related operational expectations applicable to the relationship established between the parties;

WHEREAS, the parties acknowledge that adherence to applicable laws, anti-corruption requirements, accurate recordkeeping, and avoidance of conflicts of interest are material to the commercial relationship; and

WHEREAS, the parties agree to adopt and enforce the standards and procedures set forth herein as a condition of continued commercial engagement.

1. Effective Date

Effective Date:

2. Scope of Work

The Scope and Application field above shall be interpreted to require that the business activities of the parties, their officers, employees, subcontractors and agents comply with the minimum standards set forth in Sections 3 through 9 below in all jurisdictions where such activities occur.

3. Standards of Conduct

3.1 Compliance with Laws. Each party shall at all times comply with all applicable federal, state and local laws, rules and regulations, including, without limitation, applicable anti-corruption, trade and export control laws. No party or its personnel shall offer, pay, promise or authorize the giving of any undue financial or other advantage to obtain or retain business or secure any improper advantage.

3.2 Gifts and Hospitality. Gifts, entertainment or hospitality provided or accepted in connection with the relationship must be reasonable, customary, not intended to influence a business decision, recorded in the providing party's books and consistent with the receiving party's policies.

3.3 Conflicts of Interest. Each party shall use commercially reasonable efforts to identify and promptly disclose any actual or perceived conflict of interest arising from relationships or activities of its employees, agents or subcontractors.

4. Reporting and Cooperation

4.1 Reporting. Each party shall establish and maintain an internal mechanism for reporting suspected violations of this Standard without retaliation. Reports shall be investigated promptly and remedial action taken where appropriate.

4.2 Cooperation. Upon written request, the parties shall reasonably cooperate with each other in any investigation or audit related to compliance with this Standard and shall provide access to relevant records and personnel, subject to applicable legal restrictions.

Anonymous reporting of suspected violations is permitted by the reporting party

5. Confidentiality

5.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, in writing, electronically or by inspection, that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. The receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own similar confidential information (but in no event less than reasonable care); (b) use Confidential Information solely to perform its obligations or exercise its rights under this Standard; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors with a need to know who are bound by confidentiality obligations no less protective than those in this Section.

5.3 Exceptions. Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Standard; (b) was known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.

6. Payment Terms

All payments due under this Standard shall be made in lawful currency of the United States or as otherwise agreed in writing. Late payments shall accrue the Late Payment Fee described above from the due date until paid. Recovery of collection costs, including reasonable attorneys' fees, may be sought by the non-defaulting party.

7. Term and Termination

Term Start Date:

Term End Date (or "ongoing"):

Either party may terminate this Standard for cause upon written notice if the other party materially breaches any provision and fails to cure that breach within the notice period specified above. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

8. Audit and Recordkeeping

Each party shall maintain accurate books and records relating to matters governed by this Standard for a period of at least three (3) years following the termination of this Standard, or such longer period as required by applicable law. Upon reasonable notice, a party may audit relevant records to verify compliance; the audited party shall reasonably cooperate.

9. Governing Law; Remedies

This Standard shall be governed by and construed in accordance with the laws of the governing state set forth above, without regard to conflict of law principles. The remedies provided in this Standard are cumulative and in addition to any other remedies available at law or in equity.

10. Entire Agreement; Amendment

This Standard constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

11. Certification

Each party, by signing below, certifies that the individual signing on its behalf is duly authorized to bind the party to the terms of this Standard and that the party will comply with the obligations set forth herein.

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