Legal Anti-Corruption Declaration

Legal Anti-Corruption Declaration

This Legal Anti-Corruption Declaration ("Declaration") is made effective as of Effective Date: by and between Client Name: with principal place of business at and Counterparty Name: with principal place of business at .

RECITALS

WHEREAS, each party is engaged in business activities that may involve interactions with private persons and public officials and desires to ensure compliance with anti-corruption laws and to prevent any corrupt practices; and

WHEREAS, the parties desire to set forth their respective commitments, controls and remedial measures to prevent, detect and address bribery, corruption and other improper payments or favors in connection with their business relationship; and

WHEREAS, the parties intend that this Declaration shall govern anti-corruption standards applicable to the performance of services, supply of goods, engagement of agents, and any transaction undertaken between the parties.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. DEFINITIONS

In this Declaration the following terms have the following meanings:

"Anti-Corruption Laws" means all applicable domestic and international anti-corruption, anti-bribery, money laundering and related laws and regulations including, without limitation, laws prohibiting payments or transfers of value to obtain or retain business, to influence a public official, or to secure an improper advantage.

"Corrupt Practice" means any offer, promise, authorization, payment, gift, bribe, kickback, facilitation payment, or other transfer of value made, directly or indirectly, to improperly influence an act or decision, to secure an improper advantage, or to obtain or retain business.

2. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that, to the best of its knowledge after due inquiry: (a) it and its Affiliates, officers, directors and employees are in compliance with applicable Anti-Corruption Laws; (b) it has not, and will not, engage in any Corrupt Practice in connection with the performance of this Declaration or any related transaction; and (c) no officer, director, employee, agent, intermediary or other third party acting on its behalf has been convicted of, or formally charged with, an offense involving corruption, bribery or fraud in any jurisdiction.

3. ANTI-CORRUPTION OBLIGATIONS

Each party shall: (a) maintain and enforce policies, procedures and internal controls reasonably designed to promote and achieve compliance with Anti-Corruption Laws; (b) not offer, promise or make any payment or transfer of value, directly or indirectly, to a Government Official or any third party with the knowledge or reasonable suspicion that such payment would violate Anti-Corruption Laws; and (c) require that agents, consultants, subcontractors and other third parties engaged in connection with the parties' relationship agree in writing to comply with anti-corruption obligations consistent with this Declaration.

4. PROHIBITED CONDUCT

Prohibited Conduct includes, without limitation: (a) offering, promising, giving, or authorizing any undue financial or other advantage to obtain or retain business; (b) soliciting or accepting any such advantage; (c) making facilitation payments; (d) falsifying books, records or accounts to conceal improper payments; and (e) engaging in any arrangement the primary purpose of which is to conceal or disguise the origin, amount, destination or purpose of corrupt payments.

5. DUE DILIGENCE AND THIRD-PARTY ENGAGEMENT

Prior to engaging any agent, consultant, distributor or other third party to act on behalf of a party in connection with the relationship, the engaging party shall conduct reasonable due diligence, document the due diligence, and include written contractual representations and warranties addressing anti-corruption compliance and audit rights. A party shall not pay or retain a third party where a reasonable person would conclude that the third party presents an unacceptable corruption risk.

6. REPORTING AND INVESTIGATION

Each party shall promptly report to the other party any credible allegation, investigation or enforcement action involving potential Corrupt Practice that relates to this Declaration or the business relationship. Reports shall be made to the notices contact specified in Section 12. The receiving party shall take all reasonable measures to investigate allegations, preserve evidence, and, where appropriate, suspend implicated activity pending resolution.

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7. TRAINING

Each party shall provide initial anti-corruption training to relevant personnel and require periodic refresher training at least annually for employees and agents who perform functions that implicate corruption risk. Training content shall address applicable Anti-Corruption Laws, internal policies, reporting obligations and examples of prohibited conduct.

8. RECORDKEEPING AND AUDITS

Each party shall keep accurate books, records and accounts that fairly and accurately reflect all transactions and payments relating to this Declaration. Upon reasonable notice and during normal business hours, a party shall permit the other party or its designated auditor to conduct audits and inspections to verify compliance with the anti-corruption obligations set forth herein. Audit scope, confidentiality protections, and costs shall be addressed in good faith between the parties.

9. REMEDIES; TERMINATION

A material breach of this Declaration, including a breach of any anti-corruption representation or proof of Corrupt Practice, shall constitute grounds for injunctive relief, termination for cause, withholding of payments, offset of amounts due, and recovery of damages and attorneys' fees. Termination for violation of Anti-Corruption Laws shall be without prejudice to other remedies available at law or in equity.

10. INDEMNIFICATION

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any and all losses, claims, liabilities, damages, fines, penalties and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of this Declaration or a violation of applicable Anti-Corruption Laws by the Indemnifying Party, its employees, agents or contractors.

11. CONFIDENTIALITY

Information disclosed in connection with reports, investigations or audits under this Declaration that is designated confidential shall be treated as confidential by the receiving party, except as required by law, regulation or competent authority. The parties shall take reasonable steps to protect such information from unauthorized disclosure while permitting lawful reporting to authorities where required.

12. NOTICES

All notices, requests and other communications required or permitted under this Declaration shall be in writing and delivered to the addresses below by certified mail, courier or personal delivery and shall be effective upon receipt.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Declaration may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. This Declaration may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Declaration shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to conflict of laws rules. This Declaration constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15. MISCELLANEOUS

Nothing in this Declaration shall create, or be construed to create, any right of any third party to enforce any provision hereof. The parties shall cooperate in good faith to implement the obligations set forth herein and to take any additional actions necessary to comply with Anti-Corruption Laws.

Corporation Limited Liability Company Partnership Sole Proprietorship Government Entity Other:

CERTIFICATION

The undersigned, being an authorized representative of the respective party, certifies that the information provided in this Declaration is true, accurate and complete, and that the party has implemented and will maintain reasonable policies and controls to ensure compliance with Anti-Corruption Laws. The undersigned further certifies that they are authorized to bind the party to the terms of this Declaration.

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