Business Integrity Set Up Form

Business Integrity Set Up Form

Business Identification

Corporation LLC Partnership Sole Proprietor Other

Recitals

WHEREAS, Company Name: seeks to retain the services of Service Provider: to perform the services described below; and

WHEREAS, the parties intend to establish terms and conditions that ensure compliance with applicable anti-corruption, anti-bribery and business integrity standards and to memorialize the scope of services, payment terms, confidentiality and the parties' mutual obligations.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties hereby agree as follows.

Scope of Work

The Service Provider shall perform the services described in detail below. The parties agree that any material change to the scope shall be documented in writing and signed by authorized representatives.

Payment Terms

Total Contract Amount: $

Initial Deposit: $    Payment Due: Net days from invoice date.

Late Payment Fee: . Interest and collection costs may be charged to the extent permitted by law.

All payments are payable in lawful currency. Service Provider shall provide invoices itemizing services and expenses in reasonable detail. Failure to pay undisputed amounts when due is an event of default and may suspend performance after ten (10) days' written notice.

Term and Termination

Effective Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach, insolvency, or violation of the Business Integrity obligations set forth below.

Business Integrity and Compliance

Service Provider represents and warrants that it, its employees, agents and subcontractors shall comply with all applicable anti-corruption and anti-bribery laws and shall not, directly or indirectly, offer, pay, promise to pay, or authorize the payment of money or anything of value to government officials, customers, suppliers, third parties or others for the purpose of obtaining or retaining business, securing an improper advantage, or influencing any official act or decision.

Service Provider further certifies that it is not debarred, suspended or otherwise excluded from participating in public procurement or grant programs and will promptly notify Company if any such status changes during the Term.

The parties agree to maintain records reasonably necessary to demonstrate compliance with these obligations and to make such records available for inspection by the other party upon reasonable prior notice for audit or compliance verification purposes.

Certification (check all that apply):

Not debarred, suspended or excluded Complies with anti-bribery laws Maintains accurate books and records

Confidentiality

Each party agrees that Confidential Information disclosed by the other party will be held in strict confidence and used only for performance of this Agreement. Confidential Information includes but is not limited to business plans, pricing, trade secrets, customer lists, and technical data. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination or request, the receiving party will return or destroy Confidential Information as directed by the disclosing party, subject to retention of a single archival copy for legal or compliance purposes.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

Representations; Remedies; Entire Agreement

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Breach of the Business Integrity or Confidentiality provisions shall be deemed a material breach entitling the non-breaching party to injunctive relief, termination for cause, and recovery of damages and reasonable attorneys' fees to the extent permitted by law.

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

Notices

Notices under this Agreement shall be delivered to the addresses listed below or to such other address as either party designates in writing.

Acknowledgment

By signing below, the undersigned authorized representatives of the parties acknowledge that they have read, understand and agree to be bound by the terms and conditions of this Agreement, including the Business Integrity, Confidentiality and Payment provisions.

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