Compliance Anti-Corruption Measures

COMPLIANCE ANTI-CORRUPTION MEASURES

This Compliance Anti-Corruption Measures Agreement ("Agreement") is effective as of Date: between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client engages Provider to perform certain services and the parties intend that all such services be performed in strict compliance with applicable anti-corruption and anti-bribery laws;

WHEREAS, Provider represents and warrants that it has instituted policies, procedures and internal controls adequate to prevent and detect violations of anti-corruption laws and will adhere to the measures set forth in this Agreement; and

WHEREAS, the parties desire to set forth the compliance requirements, reporting obligations, audit and training expectations, and remedies relating to anti-corruption compliance in connection with the services to be provided.

SCOPE OF WORK

Provider shall perform the services described below in full compliance with the anti-corruption obligations set out in this Agreement.

PAYMENT TERMS

Compensation for the services will be paid in accordance with the terms below. All invoices must include reasonable detail showing services rendered and will be subject to withholding if there is a reasonable suspicion of corrupt or improper payments.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing Notice Period (days): days' prior written notice to the other party.

Notwithstanding the foregoing, Client may immediately terminate this Agreement for material breach, including any breach of the anti-corruption obligations herein, without prior notice, and Provider shall not be entitled to further compensation except for undisputed work performed to the date of termination.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party in connection with this Agreement and shall not disclose such information except as required by law or with the prior written consent of the disclosing party. Confidentiality obligations shall survive termination of this Agreement for Confidentiality Period (years): years.

ANTI-CORRUPTION COMPLIANCE

Provider covenants and agrees that it and its personnel, agents, subcontractors and affiliates shall comply with all applicable anti-corruption and anti-bribery laws. Provider shall not, directly or indirectly, offer, promise, give, authorize, request or accept any undue pecuniary or other advantage, bribe, kickback, facilitation payment or other improper payment to any person or entity to obtain or retain business or secure any improper advantage.

Provider shall implement and maintain reasonably adequate policies and procedures designed to prevent corruption, including appropriate due diligence on third parties, maintenance of accurate books and records, provision of periodic training and the maintenance of a whistleblower/reporting mechanism. Provider shall keep complete and accurate records of all transactions related to this Agreement for Records Retention Period (years): years and shall make such records available for inspection by Client or its representatives upon reasonable notice.

Provider shall promptly notify Client in writing upon becoming aware of any breach or suspected breach of anti-corruption laws or any violation of the anti-corruption obligations under this Agreement, and shall fully cooperate with any internal or external investigation relating to such matters. Notification shall be made to Compliance Contact: within Reporting Timeframe (days): days of discovery.

Client reserves the right to audit Provider's related books, records and procedures to verify compliance. Any material violation of these anti-corruption obligations shall constitute a material breach permitting immediate termination and the pursuit of remedies, including indemnification for losses, damages and fines arising from Provider's non-compliance.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Jurisdiction: , without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any described attachments or schedules, constitutes the entire agreement between the parties concerning anti-corruption compliance and supersedes all prior negotiations, understandings and agreements on that subject. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity. The waiver of any breach shall not constitute a waiver of any subsequent breach.

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