Business Ethics Statement

BUSINESS ETHICS STATEMENT

Company Name:   Counterparty Name:

Effective Date:

WHEREAS

WHEREAS, is engaged in commercial activities and seeks to establish and maintain standards of ethical conduct, legal compliance, and transparent business practices;

WHEREAS, provides services, products, or other performance to Company and may have access to Company resources, personnel, or confidential information;

WHEREAS, the parties desire to set forth expectations, reporting obligations, confidentiality safeguards, and consequences for unethical conduct by means of this Business Ethics Statement and related agreement provisions.

SCOPE OF WORK

The party performing the Scope of Work shall comply at all times with the standards set forth in this Business Ethics Statement and applicable law, including but not limited to anti-corruption, anti-bribery, antitrust, and labor and environmental laws. The performing party shall ensure that its employees, agents, subcontractors, and representatives are informed of and adhere to these obligations.

PAYMENT TERMS

All invoices shall be accompanied by reasonable documentation of services rendered. Disputed invoices must be notified in writing within 15 days of receipt. Except as expressly agreed in writing, acceptance of payment does not waive the right to assert claims for breaches of the ethics obligations set forth herein.

TERM AND TERMINATION

Term Start Date:   Term End Date:

Either party may terminate for material breach, including violations of the ethics obligations, after providing written notice and a reasonable opportunity to cure, not to exceed the notice period specified above. Termination for cause for willful misconduct or criminal activity is effective immediately upon written notice.

CONFIDENTIALITY

Each party shall maintain the confidentiality of confidential information received from the other party and shall not disclose such information except as required by law or with prior written consent. Confidential information includes non-public business information, trade secrets, and personally identifiable information. Confidentiality obligations survive termination for a period of five years unless otherwise agreed in writing.

 I acknowledge and agree to the confidentiality obligations set forth above.

ETHICS AND COMPLIANCE OBLIGATIONS

The performing party certifies that it shall:

a) Prohibit bribery, facilitation payments, and improper gifts or entertainment; maintain accurate books and records with controls to prevent improper payments; and comply with applicable anti-corruption and anti-money laundering laws.

b) Avoid conflicts of interest and promptly disclose any actual or potential conflict to the Company in writing.

c) Implement and maintain reasonable internal controls, training, and supervision to ensure compliance with this Business Ethics Statement.

d) Cooperate with audits or investigations related to compliance or allegations of unethical behavior, and permit reasonable access to relevant records upon written request and subject to confidentiality protections.

 I certify that the performing party will comply with anti-bribery and anti-corruption obligations.

 I certify that no undisclosed conflicts of interest exist that would impair performance under this Statement.

REPORTING AND REMEDIES

The performing party shall immediately report any suspected violations of law or this Business Ethics Statement to the Company's authorized compliance contact in writing. The Company may suspend payments, withhold performance, or terminate the relationship where violations are substantiated. Remedies are cumulative and do not preclude pursuit of injunctive or other equitable relief.

GOVERNING LAW

This Business Ethics Statement and any disputes arising out of or related to it shall be governed by the substantive laws of the jurisdiction selected above, without regard to conflict of law principles.

ENTIRE AGREEMENT

This Business Ethics Statement, together with any exhibits and written amendments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, representations, and agreements, whether written or oral.

No waiver of any provision of this Statement is effective unless in a writing signed by the party waiving compliance. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

CERTIFICATION

The undersigned represent and warrant that they are authorized to enter into this Business Ethics Statement on behalf of the respective parties and that the information provided herein is true and complete to the best of their knowledge. The undersigned further certify that they understand the obligations contained in this Statement and agree to comply therewith.

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