Business Probity Deed

Business Probity Deed

Parties

Recitals

WHEREAS, Declarant represents that Declarant is engaged in commercial activities relevant to the Recipient's interests and seeks to enter into certain commercial arrangements with Recipient under terms that require assurance of probity, integrity and compliance with applicable laws and policies; and

WHEREAS, Recipient requires a formal deed of probity from Declarant as a condition precedent to awarding or continuing commercial engagement, and the parties desire to record their mutual rights and obligations as set out in this Deed; and

WHEREAS, this Deed is made effective as of the date set forth below and is intended to survive the termination or expiry of any separate commercial agreement to which it applies.

Scope of Work

The Declarant shall perform the activities described below in a manner that complies with the obligations of probity, integrity and lawfulness set out in this Deed.

Payment Terms

In consideration for the services set out in this Deed, Recipient shall pay Declarant in accordance with the terms below. All payments shall be conditional upon continuing compliance with the probity and compliance obligations of this Deed.

Any undisputed amount not paid within the agreed payment period shall accrue interest at the rate of percent per month or the maximum rate permitted by law, whichever is lower, calculated daily from the due date until payment in full.

Term and Termination

This Deed commences on the Start Date and, unless earlier terminated in accordance with this clause, shall continue until the End Date.

Either party may terminate this Deed by providing written notice to the other party at least days prior to the intended termination date. Recipient may terminate this Deed immediately where Declarant is in material breach of the probity obligations set out below.

Probity, Compliance and Representations

Declarant represents, warrants and covenants that:

1. Declarant and its officers, employees and agents shall comply with all applicable anti-corruption, anti-bribery, procurement and competition laws and policies in performing obligations under this Deed.
2. Neither Declarant nor any person acting on its behalf has offered, given or agreed to give any gift, entertainment, commission, rebate, loan or other advantage that would constitute an improper inducement or conflict of interest in relation to the Recipient, its officers or employees.
3. Declarant has made full and accurate disclosure to Recipient of any relationship, interest, fact or circumstance that could reasonably be perceived as a conflict of interest or that could impair Declarant's impartiality or objectivity in performing contractual obligations.
4. Declarant shall notify Recipient in writing within five (5) business days of becoming aware of any allegation, investigation or sanction relating to fraud, corruption, or breach of procurement rules that could materially affect Declarant's performance.

Audit, Records and Cooperation

Declarant shall retain complete and accurate books and records relevant to this Deed for a minimum of seven (7) years following expiry or termination. Recipient (or its authorized auditors) shall have the right, upon reasonable notice, to inspect and copy such records and to interview relevant personnel for the purpose of verifying compliance with this Deed. Declarant shall cooperate fully with any inquiry, investigation or audit conducted by Recipient relating to matters covered by this Deed.

Confidentiality

Each party shall keep confidential all Confidential Information disclosed by the other party in connection with this Deed and shall not use or disclose such Confidential Information except to the extent necessary to perform obligations under this Deed or as required by law. Confidential Information shall not include information that is or becomes public other than by breach of this Deed, or that is rightfully received from a third party without obligation of confidentiality.

Indemnity

Declarant indemnifies and holds harmless Recipient, its officers, employees and agents from and against any loss, liability, damage, cost or expense (including reasonable legal fees) arising out of or in connection with any breach by Declarant of the representations, warranties, covenants or obligations set out in this Deed, including but not limited to claims relating to corruption, fraud, conflicts of interest or failure to disclose material information.

Governing Law and Jurisdiction

This Deed is governed by and shall be construed in accordance with the laws of the state or jurisdiction identified below. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising out of or in connection with this Deed.

Entire Agreement

This Deed constitutes the entire agreement between the parties in respect of the subject matter of this Deed and supersedes all prior agreements, representations or understandings, whether written or oral, relating to that subject matter. Any amendment to this Deed must be in writing and signed by both parties.

Notices

All notices or communications required or permitted under this Deed shall be in writing and delivered to the addresses set out in the Parties section or to such other address as a party may designate by notice.

General Provisions

If any provision of this Deed is held to be illegal, invalid or unenforceable in whole or in part, such provision shall be severed to the extent necessary and the remaining provisions shall continue in full force and effect. The parties acknowledge that remedies at law for breach of the probity obligations may be inadequate and that Recipient is entitled to seek injunctive or other equitable relief in addition to damages.

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