FCPA Compliance Policy

FCPA Compliance Policy

This FCPA Compliance Policy (the Policy) is adopted by Company Name: , a organized under the laws of Jurisdiction: , with principal place of business at Address: (Company), and Covered Person Name: , with address: (Covered Person). Effective Date: .

RECITALS

WHEREAS, the Company conducts international business and is committed to full compliance with the United States Foreign Corrupt Practices Act and all applicable anti-corruption laws and regulations prohibiting bribery of foreign officials;

WHEREAS, the Company requires procedures and controls to prevent, detect, and remediate any improper payments, offers, or promises of anything of value to foreign officials, representatives, political parties, or candidates, directly or indirectly through third parties;

WHEREAS, the Company expects Covered Persons to adhere to this Policy and to cooperate with internal compliance processes, investigations, and training;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the Company and Covered Person agree as follows:

1. SCOPE AND APPLICABILITY

1.1 This Policy applies to all directors, officers, employees, agents, consultants, contractors, and other third parties acting on behalf of the Company (collectively, Covered Persons). The Covered Person identified above acknowledges and accepts responsibility to comply with this Policy.

1.2 The Policy governs conduct in all jurisdictions in which the Company operates and supplements existing Company policies on ethics, gifts and hospitality, financial controls, and whistleblower protections.

2. DEFINITIONS

"Foreign official" means any officer or employee of a foreign government or any department, agency, or instrumentality thereof; any public international organization official; any candidate for foreign political office; and any person acting in an official capacity for or on behalf of any such person or entity.

"Improper payment" includes any offer, payment, promise to pay, or authorization of payment of money or anything of value to influence an official act or secure an improper advantage.

3. PROHIBITED CONDUCT

3.1 Covered Persons shall not, directly or indirectly, offer, promise, authorize, or make any improper payment or transfer of anything of value to a foreign official, political party, political candidate, or any third party where the Covered Person knows or should know that all or part of such payment will be offered or given to a foreign official to influence an official act.

3.2 The prohibition includes facilitation payments, kickbacks, bribes, and any other form of corrupt payment, regardless of local practice or perceived expediency.

4. GIFTS, HOSPITALITY, AND TRAVEL

4.1 Modest and bona fide gifts, business meals, or hospitality may be permitted where lawful and customary, not intended to influence a decision or obtain an improper advantage, and fully recorded in Company records. Any gift, hospitality, or travel that is lavish, recurrent, or contingent on a business decision is prohibited.

4.2 Prior written approval from Compliance must be obtained for any gifts, entertainment, or travel provided to government officials or their family members. Requests for approval must include purpose, recipient, and estimated cost.

5. THIRD-PARTY INTERMEDIARIES

5.1 The Company may engage agents, consultants, distributors, or other intermediaries (Third-Party Intermediaries) only after documented due diligence reasonably designed to assess corruption risk and only under written contracts containing anti-corruption representations, warranties, and termination rights for corrupt conduct.

5.2 Covered Persons shall not permit payment to a Third-Party Intermediary where the payment lacks a legitimate business purpose, is not invoiced with sufficient particularity, or where the intermediary's qualifications or activities are not reasonably documented.

6. DUE DILIGENCE AND RECORDS

6.1 The Company shall maintain financial books, records, and accounts that accurately and fairly reflect transactions and dispositions of assets. No undisclosed or unrecorded funds or assets shall be established for any purpose.

6.2 Reasonable due diligence, documentation, and contemporaneous substantiation are required for all payments, refunds, rebates, commissions, and third-party fees. False or misleading entries and failure to maintain required records are violations subject to disciplinary action.

7. REPORTING, INVESTIGATIONS, AND NON-RETALIATION

7.1 Covered Persons must promptly report any suspicion or knowledge of violations of this Policy, questionable payments, or attempts to circumvent internal controls to Compliance or through the Company's designated reporting channels. Reports should include all known facts, dates, persons involved, and supporting documents.

7.2 The Company will investigate credible reports and shall take appropriate corrective action, including disciplinary measures, contract termination, and notification to relevant authorities where required by law. Cooperation with internal and external investigations is mandatory.

7.3 The Company prohibits retaliation against any Covered Person who, in good faith, reports suspected violations or cooperates in an investigation. Any retaliatory conduct will be subject to disciplinary action.

8. TRAINING, MONITORING AND AUDIT

8.1 The Company will provide periodic anti-corruption training to Covered Persons and will require certification of completion where appropriate. Training will address FCPA risks, red flags, and reporting obligations.

8.2 The Company shall implement monitoring, audit procedures, and internal controls reasonably designed to detect potential violations. Compliance shall periodically review high-risk relationships and transactions.

9. DISCIPLINE AND REMEDIES

9.1 Violations of this Policy may result in disciplinary measures up to and including termination of employment or contractual relationship, reimbursement of improper benefits, and referral for civil or criminal prosecution where applicable.

10. NOTICES

10.1 All notices required under this Policy shall be in writing and delivered to the addresses below. Notice to the Company shall be to the Compliance Officer at the address provided; notice to the Covered Person shall be to the address on file.

11. AMENDMENTS, WAIVER, AND COUNTERPARTS

11.1 This Policy may be amended only by a written instrument signed by an authorized representative of the Company. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver.

11.2 This Policy may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

12.2 This Policy constitutes the entire agreement and understanding between the Company and the Covered Person with respect to anti-corruption compliance and supersedes any prior policies or agreements relating to the subject matter thereof.

12.3 If any provision of this Policy is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

13. ACKNOWLEDGMENT

The Covered Person acknowledges receipt of this Policy, understands its obligations hereunder, and agrees to comply with its terms. The Covered Person further agrees to cooperate with Compliance and to report any suspected violations promptly.

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