Legal Anti-Corruption Policy

LEGAL ANTI-CORRUPTION POLICY

This Legal Anti-Corruption Policy (the Policy) is made and entered into as of Effective Date: , by and between Company Name: , principal place of business at Company Address: and Covered Party Name: , with principal place of business at Covered Party Address: .

RECITALS

WHEREAS, Company has adopted policies to ensure that all business is conducted in compliance with applicable anti-corruption and anti-bribery laws, including prohibitions on offering, promising, giving, or receiving any improper payment, benefit or thing of value to influence an official act or obtain an improper advantage; and

WHEREAS, Covered Party provides goods, services, or engages in business activities on behalf of or for the benefit of Company and accordingly must adhere to Company’s standards for lawful and ethical conduct; and

WHEREAS, the parties desire to set forth the policies, procedures and responsibilities required to prevent, detect and remediate bribery, corruption and related misconduct in connection with the parties’ business relationships.

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

1. PURPOSE

The purpose of this Policy is to establish binding standards and procedures to prevent all forms of bribery and corruption, to ensure compliance with applicable anti-corruption laws, and to require timely reporting and remediation of suspected violations.

2. SCOPE

This Policy applies to Covered Party, its employees, agents, subcontractors and any person or entity acting on behalf of Covered Party in connection with any activity that affects Company’s business, whether domestic or international.

3. PROHIBITED CONDUCT

Covered Party shall not, directly or indirectly, offer, promise, pay, authorize, request or accept any bribe, kickback, facilitation payment, or other improper payment or benefit to or from any public official, political party, candidate, or private person for the purpose of obtaining or retaining business, directing business to any person, securing an improper advantage, or influencing any decision or act.

4. GIFTS, HOSPITALITY AND EXPENSES

Gifts, hospitality or entertainment provided or received in connection with Company business must be reasonable, proportionate, lawful and transparent. Covered Party must not offer or provide cash or cash equivalents. All such expenditures must be recorded accurately and promptly in Covered Party’s books and records.

5. THIRD-PARTY DUE DILIGENCE

Covered Party shall conduct due diligence proportionate to the risk of the engagement on all agents, consultants, intermediaries, joint venture partners and subcontractors retained to act on behalf of Company. Due diligence shall include verification of identity, business reputation, ownership, and screening for corruption risk.

6. BOOKS, RECORDS AND ACCOUNTING CONTROLS

Covered Party must maintain accurate and complete books, records and accounts that reflect all transactions and dispositions of assets and must implement adequate internal controls to prevent and detect improper payments or dishonest conduct.

7. REPORTING AND INVESTIGATIONS

Covered Party shall promptly report any knowledge or reasonable suspicion of bribery, corruption or non-compliance with this Policy to Company’s Compliance Officer. Company shall investigate reported concerns in a timely and confidential manner and take corrective action where warranted.

8. TRAINING AND COMMUNICATION

Covered Party shall ensure that employees and agents engaged on Company matters receive appropriate anti-corruption training and are made aware of the standards of conduct required by this Policy and applicable law.

9. COMPLIANCE RESPONSIBILITIES

Covered Party shall appoint a senior individual responsible for ensuring compliance with this Policy and cooperating with Company in audits, investigations and remediation efforts. Covered Party shall provide reasonable access to records and personnel for purposes of verifying compliance.

10. REMEDIAL ACTIONS AND TERMINATION

Violation of this Policy by Covered Party, or any agent acting on its behalf, shall constitute grounds for remedial measures including but not limited to suspension of work, repayment of amounts improperly obtained, and termination of agreements for cause. Company retains the right to seek damages and injunctive relief.

11. CONFIDENTIALITY AND NON-RETALIATION

Reports made in good faith regarding potential violations will be treated confidentially to the maximum extent practicable. Covered Party shall not retaliate against any person for reporting suspected violations in good faith.

12. AUDITS AND MONITORING

Company or its designated auditors may, upon reasonable notice, audit Covered Party’s compliance with this Policy. Covered Party shall remedy any identified deficiencies within a reasonable time and report remediation steps to Company.

13. REPRESENTATIONS AND WARRANTIES

Covered Party represents and warrants that it has not, and shall not, engage in any conduct that would violate applicable anti-corruption laws in connection with performing services or supplying goods for Company. Covered Party further warrants that it has implemented reasonable procedures to ensure compliance with this Policy.

14. RECORDS OF COMPLIANCE

Covered Party shall retain and make available records demonstrating compliance with this Policy for a period of no less than five (5) years or for such longer period as required by law.

NOTICES

All notices, requests, consents and other communications required or permitted under this Policy shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice.

AMENDMENT; WAIVER

No amendment or waiver of any provision of this Policy will be effective unless in writing and signed by authorized representatives of both parties. No waiver will be deemed a waiver of any other provision or of any subsequent default.

GOVERNING LAW

This Policy shall be governed by and construed in accordance with the laws of the State or jurisdiction identified as Governing Law: , without regard to conflict of laws principles.

ENTIRE AGREEMENT; SEVERABILITY

This Policy constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Policy is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

COUNTERPARTS

This Policy may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures provided by electronic means shall be effective as originals.

ACKNOWLEDGMENT

By signing below, Covered Party acknowledges receipt of this Policy, represents that it has read and understood the Policy, and agrees to comply fully with its terms and to cooperate with Company’s efforts to ensure compliance.

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