Legal Conduct Requirements Form

LEGAL CONDUCT REQUIREMENTS FORM

This Legal Conduct Requirements Form (the "Form") is entered into as of Effective Date: by and between Company Name: ("Company") and Recipient Name: ("Recipient").

RECITALS

WHEREAS, Company engages Recipient to perform services or supply goods described in Agreement Reference: ; and

WHEREAS, Company requires all persons and entities that perform work for or on behalf of Company to comply with the legal, ethical and safety standards set forth in this Form; and

WHEREAS, Recipient acknowledges that adherence to these conduct requirements is material to the relationship between the parties.

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

1. DEFINITIONS

1.1 "Applicable Law" means all federal, state, local and foreign statutes, regulations and ordinances applicable to the activities performed under this Form.

1.2 "Prohibited Conduct" includes, without limitation, bribery, facilitation payments, fraud, money laundering, human trafficking, discrimination, harassment, health and safety violations, and any other conduct that would cause Company to be in violation of Applicable Law or to suffer reputational harm.

2. SCOPE

2.1 This Form applies to Recipient and its employees, agents, subcontractors and representatives when performing work for, or on behalf of, Company, whether at Company premises or elsewhere.

3. REQUIRED CONDUCT

3.1 Compliance with Laws. Recipient shall at all times comply with Applicable Law in the performance of its obligations and shall maintain policies and procedures reasonably designed to ensure such compliance.

3.2 Anti-Corruption and Gifts. Recipient shall not, directly or indirectly, offer, give, authorize, promise, or accept any bribe, kickback, or improper payment to any government official, customer, supplier or other person. Recipient shall maintain accurate books and records of any transactions relating to Company business.

3.3 Discrimination and Harassment. Recipient shall provide a workplace free of unlawful discrimination and harassment and shall not tolerate discriminatory practices based on protected characteristics under Applicable Law.

3.4 Health, Safety and Environmental Protection. Recipient shall perform work in a manner that protects health, safety and the environment and shall comply with all health, safety and environmental laws and Company safety protocols communicated in writing.

3.5 Conflicts of Interest. Recipient shall disclose any potential or actual conflicts of interest reasonably known to Recipient and shall take steps to avoid or mitigate such conflicts.

4. REPORTING AND INVESTIGATION

4.1 Reporting. Recipient shall promptly report to Company any suspected violation of this Form, any incident of Prohibited Conduct, or any request to engage in Prohibited Conduct. Reports shall be made in writing to Notices Contact Name: at Notices Contact Email or Phone: .

4.2 Investigation. Recipient shall cooperate fully and in good faith with any internal or external investigation conducted by Company or its authorized agents. Recipient shall not interfere with, obstruct or impede such investigations.

4.3 Non-Retaliation. Company prohibits retaliation against any person who, in good faith, reports conduct believed to be a violation of this Form.

5. RECORDS, AUDIT AND TRAINING

5.1 Records Retention. Recipient shall maintain complete and accurate records relating to compliance with this Form for a period of Years to Retain Records: or as otherwise required by Applicable Law.

5.2 Audit Rights. Upon reasonable notice, Company or its authorized representative may audit Recipient's records and premises to verify compliance. Recipient shall provide reasonable access and assistance to facilitate such audits.

5.3 Training. Recipient shall ensure that its employees and agents receive appropriate training on the conduct requirements contained in this Form and shall provide evidence of such training upon request.

6. REMEDIES; TERMINATION

6.1 Material Breach. A material breach of this Form by Recipient, including a failure to cure a violation within Cure Period (days): days after written notice, shall entitle Company to suspend work, withhold payment, terminate any agreement between the parties for cause, and pursue any other remedies available at law or in equity.

6.2 Equitable Relief. Recipient acknowledges that breach of certain provisions may cause irreparable harm for which monetary damages are inadequate and that Company may seek injunctive relief in addition to other remedies.

7. INDEMNIFICATION

Recipient shall indemnify, defend and hold harmless Company and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Recipient's breach of this Form or any negligent or willful acts or omissions of Recipient or its subcontractors in connection with performance hereunder.

8. CONFIDENTIALITY

8.1 Confidential Information. Recipient shall maintain as confidential all non-public information provided by Company and shall not disclose such information except as necessary to perform obligations and pursuant to a written confidentiality obligation consistent with this Form.

8.2 Return or Destruction. Upon termination or upon Company's request, Recipient shall return or destroy Confidential Information and certify such return or destruction in writing.

9. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the addresses below:

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendment. This Form may be amended or modified only by a written instrument signed by both parties.

10.2 Waiver. No waiver of any breach shall constitute a waiver of any other right or remedy, and no waiver shall be effective unless in writing signed by the waiving party.

10.3 Counterparts. This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Form shall be governed by and construed in accordance with the laws of Governing State/Jurisdiction: without regard to conflicts of law principles.

11.2 Entire Agreement. This Form constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings and communications, whether written or oral, relating to the same subject matter.

11.3 Severability. If any provision of this Form is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to give effect to the parties' intent.

ADDITIONAL INFORMATION

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