Legal Forced Labor Ban Agreement

Legal Forced Labor Ban Agreement

This Legal Forced Labor Ban Agreement (the Agreement) is entered into as of Effective Date: by and between Company Name: , Entity Type: Corporation LLC Partnership, Principal Place of Business: (hereinafter "Company"), and Supplier Name: , Entity Type: Corporation LLC Individual, Principal Place of Business: (hereinafter "Supplier").

Recitals

WHEREAS, Company procures goods and services from third-party suppliers for use in its business and requires those suppliers to adhere to standards that prohibit forced labor and human trafficking;

WHEREAS, Supplier supplies goods and/or services to Company and represents that it maintains policies, procedures and controls designed to prevent forced labor, involuntary servitude, debt bondage, human trafficking, and other exploitative labor practices within its operations and supply chain;

WHEREAS, the Parties desire to set forth the Supplier's commitments, the Company's audit and remediation rights, and the remedies available to Company in the event of a breach related to forced labor.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties agree as follows:

1. Definitions

For purposes of this Agreement: "Forced Labor" means any work or service exacted from any person under the threat of penalty and for which the person has not offered themselves voluntarily, including without limitation debt bondage, involuntary servitude, slavery, human trafficking, and compulsory labor. "Subcontractor" means any third party engaged by Supplier to perform any part of the services or to supply goods under this Agreement.

2. Supplier Representations and Warranties

Supplier represents, warrants and covenants to Company that, as of the Effective Date and throughout the term of any purchase order, contract, or supply relationship with Company: (a) Supplier and its affiliates and Subcontractors do not engage, have not engaged, and will not engage in Forced Labor; (b) Supplier shall not retain original identity documents, passports or work permits of workers as a condition of employment; (c) Supplier does not require workers to pay recruitment fees and will reimburse any recruitment fees discovered to have been charged to workers within thirty (30) days of identification; and (d) Supplier complies with all applicable laws prohibiting human trafficking and forced labor in the jurisdictions in which Supplier operates.

3. Prohibitions and Operational Controls

Supplier shall implement and maintain appropriate policies, procedures and controls to ensure compliance with this Agreement, including but not limited to: transparent payroll and timekeeping, freely given consent to employment, clear terms and conditions of employment in a language understood by the worker, retention of personnel records, and documented recruitment practices that prohibit the charging of recruitment fees to workers.

4. Due Diligence, Training and Grievance Mechanism

Supplier shall: (a) conduct reasonable due diligence of its supply chain to identify risks of Forced Labor; (b) provide workers and management training on recognizing and preventing Forced Labor; and (c) maintain an accessible grievance mechanism by which workers may report concerns confidentially without retaliation. Supplier shall promptly notify Company of any credible allegation or incident of Forced Labor involving Supplier or any Subcontractor.

5. Audit and Inspection Rights

Company, or its designated third-party auditor, shall have the right, upon reasonable notice to Supplier or immediately upon credible suspicion of non-compliance, to inspect Supplier facilities, records, worker documentation and Subcontractor records relevant to compliance with this Agreement. Supplier shall cooperate fully with such audits, provide access to relevant personnel and records, and not obstruct audit activities. Audits shall be conducted during normal business hours unless exigent circumstances justify otherwise.

6. Records and Reporting

Supplier shall maintain accurate records evidencing compliance with this Agreement, including payroll records, recruitment and hiring documents, worker identity documents (where required by law), and Subcontractor agreements for a period of no less than five (5) years from the date such records are created. Upon request, Supplier shall provide copies of such records to Company or allow inspection by Company or its authorized agents.

7. Remediation and Corrective Action

In the event of a breach or credible allegation of Forced Labor, Supplier shall, at its sole cost and expense: (a) immediately investigate and provide Company with a written report of findings within thirty (30) days; (b) develop and submit a corrective action plan reasonably acceptable to Company within thirty (30) days describing remedial measures, timelines, and responsible parties; and (c) implement all remedial measures, including worker restitution and repayment of unlawful fees, and provide periodic progress reports until satisfactory remediation is complete.

8. Suspension and Termination

Company may immediately suspend performance, suspend shipments, withhold payments, or terminate any purchase order, contract or this Agreement upon a material breach by Supplier of the obligations in this Agreement, including any verified instance of Forced Labor. Termination for breach shall be without prejudice to any other remedies available at law or in equity.

9. Indemnification

Supplier shall indemnify, defend and hold harmless Company, its officers, directors and agents from and against any and all losses, liabilities, damages, penalties, fines, costs and expenses (including reasonable attorneys' fees) arising out of or related to Supplier's breach of this Agreement, any violation of laws relating to Forced Labor, or any claim by a worker, governmental authority or third party based upon Supplier's actions or omissions.

10. Remedies

The Parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages alone may be inadequate. Company shall therefore be entitled to seek injunctive relief, specific performance and other equitable remedies in addition to any other remedies available at law.

11. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the applicable notice address set forth above or to such other address as a Party may designate by written notice. Notices shall be effective upon receipt.

12. Governing Law; Forum

This Agreement shall be governed by and construed in accordance with the laws of: without regard to choice-of-law principles. The Parties submit to the exclusive jurisdiction of the competent courts located in the selected jurisdiction for any dispute arising out of or related to this Agreement.

13. Entire Agreement; Amendments; Waiver; Severability; Counterparts

This Agreement, together with any incorporated purchase orders or schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. Any amendment or modification must be in writing and signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing. If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together constitute a single instrument.

14. Additional Remedies and Cooperation

Supplier shall cooperate with Company and any investigative authority in connection with any inquiry regarding Forced Labor, including providing documents, worker interviews and access to production sites. Supplier shall promptly implement corrective measures required to remediate any non-compliance and shall bear the reasonable costs associated with remediation.

15. Certifications

By executing this Agreement, Supplier certifies that, to the best of its knowledge, information and belief, no Forced Labor is used in the production of goods or delivery of services supplied to Company, and that Supplier will immediately disclose any instance, allegation or credible report of Forced Labor involving Supplier or any Subcontractor.

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