Legal Anticorruption Agreement

LEGAL ANTICORRUPTION AGREEMENT

This Legal Anticorruption Agreement ("Agreement") is made and entered into as of Effective Date: by and between Party A: with principal place of business at , and Party B: with principal place of business at .

RECITALS

WHEREAS, each party recognizes the importance of compliance with all applicable anticorruption and anti-bribery statutes, regulations and rules, including prohibitions on offering, promising, giving, authorizing or accepting improper payments or advantages to obtain or retain business;

WHEREAS, the parties intend to conduct business in a manner that prevents corruption and requires appropriate controls, due diligence and cooperation with investigations by competent authorities and internal auditors; and

WHEREAS, the parties desire to set forth their respective obligations, representations, and remedies with respect to anticorruption compliance in connection with their relationship.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Anti-Corruption Laws" means all applicable national and local laws, regulations and rules that prohibit bribery, corruption, kickbacks, money laundering and similar improper payments or advantages in the jurisdictions in which the parties operate.

1.2 "Improper Advantage" means any payment, gift, entertainment, hospitality, political or charitable contribution, facilitation payment or other benefit given or received with the intent to improperly influence a decision or secure an undue business advantage.

2. COMPLIANCE OBLIGATIONS

2.1 Each party shall comply, and shall cause its officers, directors, employees, agents and permitted subcontractors to comply, with all Anti-Corruption Laws in connection with the performance of this Agreement. Neither party shall, directly or indirectly, offer, promise, give, authorize, solicit or accept any Improper Advantage.

2.2 Neither party shall use third-party intermediaries, consultants, distributors or agents to circumvent the obligations set forth in this Agreement. Prior to engaging any third party to act on its behalf in furtherance of this Agreement, the engaging party shall obtain and retain reasonable due diligence documentation demonstrating the third party's integrity and shall procure a written contractual commitment from such third party to abide by Anti-Corruption Laws and the anticorruption provisions of this Agreement.

2.3 Gifts, hospitality and promotional expenditures shall be reasonable, proportionate, properly documented and not conditioned on any decision or outcome. Where a monetary threshold applies for reporting, the parties set the reporting threshold at .

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants that, to the best of its knowledge after reasonable inquiry, it and its officers, directors and key employees have not been convicted of, nor are they the subject of any pending investigation concerning, an offense involving bribery, corruption or any act that would reasonably be expected to materially impair performance under this Agreement.

3.2 Each party further represents that it maintains internal policies and procedures designed to ensure compliance with Anti-Corruption Laws and will provide a copy of such policies to the other party upon written request.

4. PROHIBITED CONDUCT

4.1 Prohibited conduct under this Agreement includes, without limitation, offering, promising or giving money or anything of value to a government official, political candidate, party official or private person with the intent to influence any act or decision, to obtain or retain business, or to secure an improper advantage.

4.2 Facilitation payments are expressly prohibited unless permitted by mandatory local law. If a facilitation payment is made under compulsion, the paying party shall promptly notify the other party and provide a written account of the circumstances.

5. THIRD PARTIES, AGENTS AND SUBCONTRACTORS

5.1 Each party shall exercise reasonable due diligence prior to retaining any agent, broker, consultant or other third party to act on its behalf in matters related to this Agreement, including verification of identity, reputation and qualifications.

5.2 The retaining party shall require that such third party enter into a written agreement that includes anticorruption covenants substantially equivalent to those contained herein and that grants the retaining party audit rights to verify compliance.

6. RECORDKEEPING AND AUDIT RIGHTS

6.1 Each party shall maintain complete and accurate books, records and accounts that reflect all transactions and dispositions of assets related to this Agreement in reasonable detail and in accordance with applicable accounting standards.

6.2 Upon reasonable advance written notice, each party shall permit the other party, or an independent auditor selected by the requesting party, to inspect and copy relevant books and records and to interview personnel in order to verify compliance with the provisions of this Agreement.

7. REPORTING, INVESTIGATIONS AND COOPERATION

7.1 Each party shall promptly notify the other in writing if it becomes aware of any credible allegation or evidence of a violation of Anti-Corruption Laws or of this Agreement. Notification shall include available details of the suspected violation and any corrective measures taken to date.

7.2 Each party shall cooperate fully and in good faith with any reasonable internal or external investigation relating to alleged violations, including providing timely access to documents and personnel, subject to applicable privilege and confidentiality obligations.

8. TRAINING AND MONITORING

8.1 Each party shall establish and maintain an appropriate anticorruption training program for its personnel engaged in activities under this Agreement. Training shall be provided at least and shall be documented.

8.2 The parties shall monitor compliance through appropriate internal review processes and shall promptly remediate any identified deficiencies.

9. TERM AND TERMINATION

9.1 This Agreement shall commence on the Effective Date and shall continue for the term of the parties' commercial relationship, unless earlier terminated in accordance with this Section.

9.2 Either party may terminate this Agreement for material breach by the other party of the anticorruption obligations contained herein if the breaching party fails to cure such breach within days after receipt of written notice specifying the nature of the breach.

10. REMEDIES, INDEMNIFICATION AND LIMITATIONS

10.1 Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and employees from and against any losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of this Agreement or violation of Anti-Corruption Laws by the indemnifying party, its employees, agents or contractors.

10.2 Except as expressly provided in this Agreement, neither party shall be liable to the other for special, incidental, indirect or consequential damages, provided that this limitation shall not apply to indemnification obligations arising from a party's willful misconduct or gross negligence.

11. CONFIDENTIALITY

11.1 Information disclosed in connection with investigations, audits or compliance inquiries under this Agreement shall be treated as confidential and used solely for the purposes of verifying compliance, except to the extent disclosure is required by law or by competent authority.

12. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, by commercial overnight courier, by certified mail return receipt requested, or by email where receipt is acknowledged in writing by the receiving party.

13. AMENDMENTS, WAIVER AND COUNTERPARTS

13.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

13.2 No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. A waiver must be expressly stated in writing and signed by the waiving party.

13.3 This Agreement 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.

14. GOVERNING LAW, ENTIRE AGREEMENT AND SEVERABILITY

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

14.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and communications, whether written or oral, relating thereto.

14.3 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that accomplishes, to the extent possible, the original intent of the parties.

15. MISCELLANEOUS

15.1 The parties agree to cooperate in good faith to effectuate the purposes of this Agreement, including by adopting or updating policies, procedures and controls to ensure ongoing compliance.

15.2 If a governmental or regulatory authority imposes any fine, penalty or enforcement action arising out of conduct by one party's personnel, the non-offending party shall be entitled to pursue all available remedies under this Agreement and at law.

Sign Now