Common use of Anti-Bribery and Anti-Corruption Clause in Contracts

Anti-Bribery and Anti-Corruption. 25.1 Select is committed to operating in a manner consistent with the laws of the jurisdictions in which it operates, including Anti-Bribery and Anti-Corruption Legislation. The Xxxxx X’Xxxxxx ABAC Policy prohibits corrupt acts, including Prohibited Acts, by Xxxxx X’Xxxxxx and its Associated Persons. 25.2 The Company must not, and must take reasonable steps to ensure that any of its Associated Persons do not, commit a Prohibited Act (the Anti-Corruption Obligations) and: (a) must implement adequate policies and procedures to ensure compliance with its Anti-Corruption Obligations, and must disclose those policies and procedures to Select upon request; and (b) must use reasonable endeavours to give an undertaking to and to implement adequate policies and procedures to ensure they will not commit a Prohibited Act and, if no such undertaking is forthcoming, will inform Select and seek alternative person(s) to perform those services. 25.3 The Company represents and warrants that except as otherwise disclosed in writing to Select, at the Award Date and during the term of the Agreement no Public Official: (a) is or will become an Associated Person of the Company; (b) is or will become involved in the management of the Company, including being or becoming part of its board or other governing body; (c) holds or will hold a controlling or significant interest the Company; or (d) is an immediate family member of a member of the board or other governing body or senior management of the Company. 25.4 The Company represents and warrants that it has not in the past 10 years: (a) been the subject of an investigation into its compliance with; (b) been convicted of any offence in connection with; or (c) entered into any settlement in connection with any alleged breach of, any Anti-Bribery and Anti-Corruption Legislation. 25.5 The Company will promptly notify Select in writing if: (a) it becomes aware that any representations or warranties in clauses 25.3 and 25.4 are false; (b) it breaches the Anti-Corruption Obligations; (c) any of its Associated Persons breaches the Anti-Corruption Obligations; or (d) it becomes aware of a breach, alleged breach or facts or circumstances which could reasonably be considered to constitute a breach of the Anti-Bribery and Anti-Corruption Legislation by it or an Associated Person. 25.6 Notification under clause 25.5 must set out: (a) particulars of; and (b) ongoing steps that the Company has taken and proposes to take to investigate and address, the breach, facts or circumstances, investigation, conviction or settlement as so notified. 25.7 If the Company notifies under clause 25.5, or if Select reasonably believes that the Company or any of its Associated Persons may have breached the Anti-Corruption Obligations, the Company must: (a) respond promptly to Select’s reasonable enquiries and cooperate with Select in connection with its investigation into compliance with this clause 0 by the Company or its Associated Persons; and (b) allow Select access to its books, records and any other relevant documentation for the purpose of assessing or verifying compliance with this clause 0. The obligations in this clause 0 continue for 3 years following expiry or termination of the Agreement. 25.8 The Company must answer Select’s reasonable questions and allow Select access to records relevant to: (a) the Company’s performance of the Agreement, for the purpose of assessing compliance with this clause; (b) legal or equitable interests in the Company; and (c) any ongoing background checks Select may wish to make in relation to the Company’s compliance with the Anti- Corruption Obligations. 25.9 If the Company is in breach of this clause 0 or if Select reasonably believes such a breach has occurred or is imminent then Select may; (a) suspend performance and payment under the Agreement; or (b) immediately (without prejudice to any other rights it may have) terminate the Agreement; and (c) is not obliged to make any payment to the Company in respect of the Agreement or any benefits procured through, or related to, the breach. The rights in this clause are cumulative and additional to any other rights Select may have under the Agreement.

Anti-Bribery and Anti-Corruption. 25.1 Select is committed 20.1 The Consultancy shall: 20.1.1 comply with all applicable laws, statutes and regulations relating to operating anti-bribery and anti- corruption, including but not limited to the Bribery Act 2010 (“Relevant Requirements”); 20.1.2 not engage in a manner consistent any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; 20.1.3 comply with the laws Clients’ [ethics and] anti-bribery and anti-corruption policies, as the same may be updated from time to time (“Relevant Policies”); 20.1.4 have and maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies and will enforce them where appropriate; 20.1.5 promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultancy in connection with the performance of this Agreement; 20.1.6 immediately notify the Client if a foreign public official becomes an officer or employee of the jurisdictions Consultancy or acquires a direct or indirect interest in which the Consultancy (and the Consultancy warrants that it operateshas no foreign public officials as officers, including Anti-Bribery and Anti-Corruption Legislation. The Xxxxx X’Xxxxxx ABAC Policy prohibits corrupt acts, including Prohibited Acts, by Xxxxx X’Xxxxxx and employees or direct or indirect owners at the date of this Agreement); and 20.1.7 ensure that its Associated PersonsWorkers comply with this clause 20. 25.2 20.2 For the purpose of this clause 20 the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act) and section 8 of that Act respectively. 20.3 The Company must notConsultancy shall, and must take reasonable steps to ensure shall procure that any of its Associated Persons do not, commit a Prohibited Act (the Anti-Corruption ObligationsWorker(s) andshall: (a) must implement adequate policies and procedures to ensure compliance with its Anti-Corruption Obligationsnot engage in any activity, and must disclose those policies and procedures to Select upon request; and (b) must use reasonable endeavours to give an undertaking to and to implement adequate policies and procedures to ensure they will not commit a Prohibited Act and, if no such undertaking is forthcoming, will inform Select and seek alternative person(s) to perform those services. 25.3 The Company represents and warrants that except as otherwise disclosed in writing to Select, at the Award Date and during the term of the Agreement no Public Officialpractice or conduct which would constitute either: (ai) is or will become an Associated Person a UK tax evasion facilitation offence under section 45(1) of the CompanyCriminal Finances Act; or (ii) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017; (b) is or will become involved in comply with the management of the Company, including being or becoming part of its board or other governing bodyClient's anti-bribery and anti-corruption policies; (c) holds or will hold a controlling or significant interest have and shall maintain in place throughout the Company; orterm of this Agreement such policies and procedures as are reasonable in all the circumstances to prevent the facilitation of tax evasion by another person (including without limitation employees of the Consultancy and any substitute), in accordance with any guidance issued under section 47 of the Criminal Finances Act 2017; (d) is an immediate family member promptly report to the Client any request or demand received by the Consultancy or a Worker from a third party to facilitate the evasion of a member tax within the meaning of Part 3 of the board or other governing body or senior management Criminal Finances Act 2017 in connection with the performance of the Company. 25.4 The Company represents and warrants that it has not in the past 10 years: (a) been the subject of an investigation into its compliance withthis Agreement; (be) been convicted of any offence in connection with; or (c) entered into any settlement ensure that all persons associated with the Consultancy or other persons who are performing services in connection with any alleged breach of, any Anti-Bribery and Anti-Corruption Legislation. 25.5 The Company will promptly notify Select in writing if: (a) it becomes aware that any representations or warranties in clauses 25.3 and 25.4 are false; (b) it breaches the Anti-Corruption Obligations; (c) any of its Associated Persons breaches the Anti-Corruption Obligations; or (d) it becomes aware of a breach, alleged breach or facts or circumstances which could reasonably be considered to constitute a breach of the Anti-Bribery and Anti-Corruption Legislation by it or an Associated Person. 25.6 Notification under clause 25.5 must set out: (a) particulars of; and (b) ongoing steps that the Company has taken and proposes to take to investigate and address, the breach, facts or circumstances, investigation, conviction or settlement as so notified. 25.7 If the Company notifies under clause 25.5, or if Select reasonably believes that the Company or any of its Associated Persons may have breached the Anti-Corruption Obligations, the Company must: (a) respond promptly to Select’s reasonable enquiries and cooperate with Select in connection with its investigation into compliance with this clause 0 by the Company or its Associated Persons; and (b) allow Select access to its books, records and any other relevant documentation for the purpose of assessing or verifying compliance with this clause 0. The obligations in this clause 0 continue for 3 years following expiry or termination of the Agreement. 25.8 The Company must answer Select’s reasonable questions and allow Select access to records relevant to: (a) the Company’s performance of the Agreement, for the purpose of assessing compliance Agreement comply with this clause; (b) legal or equitable interests in the Company; and (c) any ongoing background checks Select may wish to make in relation to the Company’s compliance with the Anti- Corruption Obligations. 25.9 If the Company is in breach of this clause 0 or if Select reasonably believes such a breach has occurred or is imminent then Select may; (a) suspend performance and payment under the Agreement; or (b) immediately (without prejudice to any other rights it may have) terminate the Agreement; and (c) is not obliged to make any payment to the Company in respect of the Agreement or any benefits procured through, or related to, the breach. The rights in this clause are cumulative and additional to any other rights Select may have under the Agreement.

Anti-Bribery and Anti-Corruption. 25.1 Select is committed Licensee agrees to operating conduct its activities under this Agreement in a manner consistent accordance with the laws highest standards of the jurisdictions in which business ethics and represents and warrants that it operateshas received, including read and understands LS&CO.’s Anti-Bribery and Anti-Corruption LegislationPolicy (“ABAC Policy”) attached as Exhibit K hereto. The Xxxxx X’Xxxxxx ABAC Policy prohibits corrupt acts, including Prohibited Acts, by Xxxxx X’Xxxxxx Licensee agrees not to make any payments that will cause LS&CO to violate that policy. Licensee shall ensure that its and its Associated PersonsLicensee Partner’s senior management and other relevant employees participate in any training sessions on said policy that LS&CO. may provide. 25.2 The Company must not, and must take reasonable steps to ensure that any of its Associated Persons do not, commit a Prohibited Act (the Anti-Corruption Obligations) and: (a) must implement adequate policies Licensee represents, warrants and procedures agrees that Licensee and its shareholders, partners, officers, directors, agents, senior management, accounting staff and employees have not and shall not, directly or indirectly, make, authorize, offer, or promise to ensure compliance with its Antimake, authorize or offer, any payments or gifts or things of value, to (i) any official or employee of any national, state, or local government or any agency or instrumentality thereof; (ii) any candidate for public office; or (iii) any political party or any officer or employee thereof (the individuals mentioned in (i), (ii) and (iii) hereinafter collectively called “Government Officials”), or to any other party in violation of anti-Corruption Obligationsbribery laws or LS&CO.’s ABAC Policy. Licensee shall provide prompt written notice to LS&CO. if any shareholder, and must disclose those policies and procedures to Select upon request; andpartner, officer, director, agent, senior manager, or employee of Licensee or any affiliate company of Licensee is or becomes an official or employee of any governmental body during the term of this Agreement. * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION (b) must use reasonable endeavours to give an undertaking to and to implement adequate policies and procedures to ensure they will not commit a Prohibited Act and, if no such undertaking is forthcoming, will inform Select and seek alternative person(s) to perform those services. 25.3 The Company Licensee represents and warrants certifies that except as otherwise disclosed in writing it has not been convicted of or pleaded guilty to Select, at the Award Date and during the term of the Agreement no Public Official: (a) is or will become an Associated Person of the Company; (b) is or will become involved in the management of the Companya criminal offence, including being one involving fraud, corruption, or becoming part moral turpitude, that it is not now, to the best of its board knowledge, the subject of any government investigation for such offences, and that it is not now listed by any government agency as debarred, suspended, proposed for suspension or other governing body;debarment, or otherwise ineligible for government programs. (c) holds During the term of this Agreement and for a period of twenty-four months following expiration or termination, LS&CO. shall have the right to conduct an audit of Licensee’s books and records that reasonably relate to compliance with this section. Such audit shall include the right to interview Licensee’s employees, representatives, contractors and agents with respect to such records. Licensee will hold a controlling or significant interest the Company; orfully cooperate in any investigation, including making employees available for interviews. (d) is For as long as this Agreement remains in effect, Licensee agrees to provide LS&CO. with an immediate family member of a member annual certification stating that it did not make payments that would cause LS&CO. to violate its ABAC Policy (“Annual Certification”). The Annual Certification must be in the form set out in Exhibit K and returned to LS&CO. by February 1 following the end of the board or other governing body or senior management of the Companypreceding Annual Period. 25.4 The Company represents and warrants that it has not in the past 10 years: (a) been the subject of an investigation into its compliance with; (b) been convicted of any offence in connection with; or (c) entered into any settlement in connection with any alleged breach of, any Anti-Bribery and Anti-Corruption Legislation. 25.5 The Company will promptly notify Select in writing if: (a) it becomes aware that any representations or warranties in clauses 25.3 and 25.4 are false; (b) it breaches the Anti-Corruption Obligations; (c) any of its Associated Persons breaches the Anti-Corruption Obligations; or (d) it becomes aware of a breach, alleged breach or facts or circumstances which could reasonably be considered to constitute a breach of the Anti-Bribery and Anti-Corruption Legislation by it or an Associated Person. 25.6 Notification under clause 25.5 must set out: (a) particulars of; and (b) ongoing steps that the Company has taken and proposes to take to investigate and address, the breach, facts or circumstances, investigation, conviction or settlement as so notified. 25.7 If the Company notifies under clause 25.5, or if Select reasonably believes that the Company or any of its Associated Persons may have breached the Anti-Corruption Obligations, the Company must: (a) respond promptly to Select’s reasonable enquiries and cooperate with Select in connection with its investigation into compliance with this clause 0 by the Company or its Associated Persons; and (b) allow Select access to its books, records and any other relevant documentation for the purpose of assessing or verifying compliance with this clause 0. The obligations in this clause 0 continue for 3 years following expiry or termination of the Agreement. 25.8 The Company must answer Select’s reasonable questions and allow Select access to records relevant to: (a) the Company’s performance of the Agreement, for the purpose of assessing compliance with this clause; (b) legal or equitable interests in the Company; and (c) any ongoing background checks Select may wish to make in relation to the Company’s compliance with the Anti- Corruption Obligations. 25.9 If the Company is in breach of this clause 0 or if Select reasonably believes such a breach has occurred or is imminent then Select may; (a) suspend performance and payment under the Agreement; or (b) immediately (without prejudice to any other rights it may have) terminate the Agreement; and (c) is not obliged to make any payment to the Company in respect of the Agreement or any benefits procured through, or related to, the breach. The rights in this clause are cumulative and additional to any other rights Select may have under the Agreement.

Anti-Bribery and Anti-Corruption. 25.1 Select is committed to operating in a manner consistent with the laws of the jurisdictions in which it operates, including Anti-Bribery and Anti-Corruption Legislation. The Xxxxx X’Xxxxxx ABAC Policy prohibits corrupt acts, including Prohibited Acts, by Xxxxx X’Xxxxxx and its Associated Persons. 25.2 The Company must not, and must take reasonable steps to ensure that any of its Associated Persons do not, commit a Prohibited Act (the Anti-Corruption Obligations) and: (a) must implement adequate policies and procedures to ensure compliance with its Anti-Corruption Obligations, and must disclose those policies and procedures to Select upon request; and (b) must use reasonable endeavours to give an undertaking to and to implement adequate policies and procedures to ensure they will not commit a Prohibited Act and, if no such undertaking is forthcoming, will inform Select and seek alternative person(s) to perform those services. 25.3 The Company represents and warrants that except as otherwise disclosed in writing to Select, at the Award Date and during the term of the Agreement no Public Official: (a) is or will become an Associated Person of the Company; (b) is or will become involved in the management of the Company, including being or becoming part of its board or other governing body; (c) holds or will hold a controlling or significant interest the Company; or (d) is an immediate family member of a member of the board or other governing body or senior management of the Company. 25.4 The Company represents and warrants that it has not in the past 10 years: (a) been the subject of an investigation into its compliance with; (b) been convicted of any offence in connection with; or (c) entered into any settlement in connection with any alleged breach of, any Anti-Bribery and Anti-Corruption Legislation. 25.5 The Company will promptly notify Select in writing if: (a) it becomes aware that any representations or warranties in clauses clause 25.3 and 25.4 are false; (b) it breaches the Anti-Corruption Obligations; (c) any of its Associated Persons breaches the Anti-Corruption Obligations; or (d) it becomes aware of a breach, alleged breach or facts or circumstances which could reasonably be considered to constitute a breach of the Anti-Bribery and Anti-Corruption Legislation by it or an Associated Person. 25.6 Notification under clause 25.5 must set out: (a) particulars of; and (b) ongoing steps that the Company has taken and proposes to take to investigate and address, the breach, facts or circumstances, investigation, conviction or settlement as so notified. 25.7 If the Company notifies under clause 25.5, or if Select reasonably believes that the Company or any of its Associated Persons may have breached the Anti-Corruption Obligations, the Company must: (a) respond promptly to Select’s reasonable enquiries and cooperate with Select in connection with its investigation into compliance with this clause 0 25 by the Company or its Associated Persons; and (b) allow Select access to its books, records and any other relevant documentation for the purpose of assessing or verifying compliance with this clause 025. The obligations in this clause 0 25 continue for 3 years following expiry or termination of the Agreement. 25.8 The Company must answer Select’s reasonable questions and allow Select access to records relevant to: (a) the Company’s performance of the Agreement, for the purpose of assessing compliance with this clause; (b) legal or equitable interests in the Company; and (c) any ongoing background checks Select may wish to make in relation to the Company’s compliance with the Anti- Corruption Obligations. 25.9 If the Company is in breach of this clause 0 25 or if Select reasonably believes such a breach has occurred or is imminent then Select may; (a) suspend performance and payment under the Agreement; or (b) immediately (without prejudice to any other rights it may have) terminate the Agreement; and (c) is not obliged to make any payment to the Company in respect of the Agreement or any benefits procured through, or related to, the breach. The rights in this clause are cumulative and additional to any other rights Select may have under the Agreement. 25.10 The Company will indemnify Select for any Liability incurred by Select for and arising from or related to a breach or alleged breach by the Company or any of its Associated Persons of the Anti-Corruption Obligations, provided that such losses are reasonably foreseeable and mitigated if practicable and except to the extent caused or contributed to by the negligence, breach or Wilful Misconduct of Select.

Anti-Bribery and Anti-Corruption. 25.1 Select is committed Licensee agrees to operating conduct its activities under this Agreement in a manner consistent accordance with the laws highest standards of the jurisdictions in which business ethics and represents and warrants that it operateshas received, including read and understands LS&Co.’s Anti-Bribery and Anti-Corruption LegislationPolicy (“ABAC Policy”) attached as Exhibit C hereto. The Xxxxx X’Xxxxxx ABAC Policy prohibits corrupt acts, including Prohibited Acts, by Xxxxx X’Xxxxxx Licensee agrees not to make any payments that will violate or cause LS&Co. to violate that policy. Licensee shall ensure that its and its Associated PersonsLicensee Partner’s senior management and other relevant employees participate in any training sessions on said policy that LS&Co. may provide. 25.2 The Company must not, and must take reasonable steps to ensure that any of its Associated Persons do not, commit a Prohibited Act (the Anti-Corruption Obligations) and: (a) must implement adequate policies Licensee represents, warrants and procedures agrees that Licensee and its shareholders, partners, officers, directors, agents, senior management, accounting staff and employees have not and shall not, directly or indirectly, make, authorize, offer, or promise to ensure compliance with its Antimake, authorize or offer, any payments or gifts or things of value, to (i) any [***] Indicates portions of this exhibit that have been omitted pursuant to a request for confidential treatment. official or employee of any national, state, or local government or any agency or instrumentality thereof; (ii) any candidate for public office; or (iii) any political party or any officer or employee thereof, or to any other party in violation of anti-Corruption Obligationsbribery laws or LS&Co.’s ABAC Policy. Licensee shall provide prompt written notice to LS&Co. if any shareholder, and must disclose those policies and procedures to Select upon request; andpartner, officer, director, agent, senior manager, or employee of Licensee or any Affiliate company of Licensee is or becomes an official or employee of any governmental body during the term of this Agreement. (b) must use reasonable endeavours to give an undertaking to and to implement adequate policies and procedures to ensure they will not commit a Prohibited Act and, if no such undertaking is forthcoming, will inform Select and seek alternative person(s) to perform those services. 25.3 The Company Licensee represents and warrants certifies that except as otherwise disclosed in writing it has not been convicted of or pleaded guilty to Select, at the Award Date and during the term of the Agreement no Public Official: (a) is or will become an Associated Person of the Company; (b) is or will become involved in the management of the Companya criminal offence, including being one involving fraud, corruption, or becoming part moral turpitude, that it is not now, to the best of its board knowledge, the subject of any government investigation for such offences, and that it is not now listed by any government agency as debarred, suspended, proposed for suspension or other governing body;debarment, or otherwise ineligible for government programs. Licensee shall provide prompt written notice to LS&Co. if any circumstance arises that would violate this provision. (c) holds During the Term and for a period of twenty-four (24) months following expiration or termination, LS&Co. shall have the right to conduct an audit of Licensee’s books and records that reasonably relate to compliance with this section. Such audit shall include the right to interview Licensee’s employees, representatives, contractors and agents with respect to such records. Licensee will hold a controlling or significant interest the Company; orfully cooperate in any investigation, including making employees available for interviews. (d) is For as long as this Agreement remains in effect, Licensee agrees to provide LS&Co. with an immediate family member of a member annual certification stating that it did not make payments that would cause LS&Co. to violate its ABAC Policy (“Annual Certification”). The Annual Certification must be in the form set out in Exhibit C and returned to LS&Co. by February 1 following the end of the board or other governing body or senior management of the Companypreceding Annual Period. 25.4 The Company represents and warrants that it has not in the past 10 years: (a) been the subject of an investigation into its compliance with; (b) been convicted of any offence in connection with; or (c) entered into any settlement in connection with any alleged breach of, any Anti-Bribery and Anti-Corruption Legislation. 25.5 The Company will promptly notify Select in writing if: (a) it becomes aware that any representations or warranties in clauses 25.3 and 25.4 are false; (b) it breaches the Anti-Corruption Obligations; (c) any of its Associated Persons breaches the Anti-Corruption Obligations; or (d) it becomes aware of a breach, alleged breach or facts or circumstances which could reasonably be considered to constitute a breach of the Anti-Bribery and Anti-Corruption Legislation by it or an Associated Person. 25.6 Notification under clause 25.5 must set out: (a) particulars of; and (b) ongoing steps that the Company has taken and proposes to take to investigate and address, the breach, facts or circumstances, investigation, conviction or settlement as so notified. 25.7 If the Company notifies under clause 25.5, or if Select reasonably believes that the Company or any of its Associated Persons may have breached the Anti-Corruption Obligations, the Company must: (a) respond promptly to Select’s reasonable enquiries and cooperate with Select in connection with its investigation into compliance with this clause 0 by the Company or its Associated Persons; and (b) allow Select access to its books, records and any other relevant documentation for the purpose of assessing or verifying compliance with this clause 0. The obligations in this clause 0 continue for 3 years following expiry or termination of the Agreement. 25.8 The Company must answer Select’s reasonable questions and allow Select access to records relevant to: (a) the Company’s performance of the Agreement, for the purpose of assessing compliance with this clause; (b) legal or equitable interests in the Company; and (c) any ongoing background checks Select may wish to make in relation to the Company’s compliance with the Anti- Corruption Obligations. 25.9 If the Company is in breach of this clause 0 or if Select reasonably believes such a breach has occurred or is imminent then Select may; (a) suspend performance and payment under the Agreement; or (b) immediately (without prejudice to any other rights it may have) terminate the Agreement; and (c) is not obliged to make any payment to the Company in respect of the Agreement or any benefits procured through, or related to, the breach. The rights in this clause are cumulative and additional to any other rights Select may have under the Agreement.

Anti-Bribery and Anti-Corruption. 25.1 Select 18.1 The Consultant warrants that, for the duration of this Agreement, it will (and will procure that all of its employees, directors, officers, agents and subcontractors) comply with all laws, regulations or policies relating to economic sanctions, trade sanctions and/or export controls and the prevention and combating of bribery, corruption and money laundering to which the Company and/or its Affiliates is committed to operating in a manner consistent with the laws of the jurisdictions in which it operates, including Anti-Bribery and subject ("Anti-Corruption Legislation. The Xxxxx X’Xxxxxx ABAC Policy prohibits corrupt acts, including Prohibited Acts, by Xxxxx X’Xxxxxx Regulations and its Associated PersonsSanction Regulations"). 25.2 18.2 The Company must notConsultant further warrants that it has, and must take reasonable steps to will ensure that any of its Associated Persons do notsubcontractors will for the duration of this Agreement have, commit a Prohibited Act (an adequate anti-corruption programme in place to enable compliance with the Anti-Corruption Obligations) andRegulations and Sanctions Regulations. 18.3 In particular, the Consultant undertakes not to, and will procure that all its employees, directors, officers, agents or sub-contractors, do not: 18.3.1 pay, promise to pay or offer to pay, or authorise the payment of any commission, success fee, bribe, pay off or kickback related to the Services that violates any Anti- Corruption Regulations and Sanction Regulations or enter into any agreement pursuant to which any such commission, success fee, bribe, pay off or kickback may, or shall at any time, be paid; or 18.3.2 offer, promise or give any undue pecuniary or other advantage, whether directly or indirectly to any public official, with the intent of influencing the actions or decisions of such official in performance of his/her official duties, with the purpose of obtaining or retaining business or other improper benefit or advantage. 18.4 Nothing in this Agreement shall render the Company liable to reimburse the Consultant for any such consideration given or promised. 18.5 The Consultant shall immediately notify the Company, if any of the Company’s employees, Affiliates or suppliers solicits any payment or any other item of value, whether for benefit of the employee or for any other person outside of the consideration payable under this Agreement. 18.6 In order to comply with the Consultant’s obligation in paragraph 18.5 above, it may use the following reporting channels established by the Company for purposes of reporting suspected violations of Anti-Corruption Regulations and Sanctions Regulations and other Applicable Laws: 18.6.1 Web Portal: xxxx://xxx.xxxxxxxxxxx.xxx 18.6.2 Email: xxxxxxxxxx@xxx.xxx 18.6.3 Telephone: South Africa (+00) 0000 000 000 18.7 The Consultant acknowledges that it is aware that the ERG Anti-Bribery and Corruption Policy and ERG Code of Conduct is available at the following link: (xxxxx://xxx.xxxxxxxxx.xxx/working-at-erg/). The Consultant warrants that it has read and understood the said policy and code. 18.8 The Consultant hereby warrants that, for the duration of this Agreement, it will (and will procure that all its employees, directors, officers, agents and subcontractors) comply with the ERG Supplier Code of Conduct to which the Company and/or its Affiliates is subject. The Consultant acknowledges that it is aware that the ERG Supplier Code of Conduct is available at the following link: (xxxxx://xxx.xxxxxxxxx.xxx/procurement/). The Consultant warrants that it has read and understood the content of the ERG Supplier Code of Conduct. 18.9 The Consultant further warrants that the Consultant has not used, and will not at any time hereafter use, any assets, including but not limited to any funds received or which the Company or they may in the future receive from the Company, to directly or indirectly; 18.9.1 pay, lend, contribute, or otherwise benefit any person that is, at the time of such payment, loan, contribution or making of other benefit; (a) must implement adequate policies and procedures to ensure compliance with its Anti-Corruption Obligations, and must disclose those policies and procedures to Select upon requestthe subject of Sanctions; and or (b) must use reasonable endeavours to give an undertaking to and to implement adequate policies and procedures to ensure they will not commit located, organised or resident in a Prohibited Act andSanctioned Territory; 18.9.2 facilitate any activity of or business or transaction with any person that, if no such undertaking is forthcoming, will inform Select and seek alternative person(s) to perform those services. 25.3 The Company represents and warrants that except as otherwise disclosed in writing to Select, at the Award Date and during the term time of the Agreement no Public Official: such funding or facilitation: (a) is the subject of Sanctions, or will become an Associated Person of the Company; (b) is located, organised, or will become involved resident in the management of the Company, including being or becoming part of its board or other governing body; (c) holds or will hold a controlling or significant interest the CompanySanctioned Territory; or (d) is an immediate family member 18.9 3 result in a violation of a member of the board or other governing body or senior management of the CompanySanctions by any person. 25.4 18.10 The Company represents and Consultant warrants that it has not received, and will not in the past 10 years:future, receive, any funds whether directly or indirectly from a Sanctioned Person or any person in a Sanctioned Territory. 18.11 The Consultant warrants that it has not engaged in and will not engage in, any direct or indirect dealings or transactions in violation of applicable Sanctions, including but not limited to, any attempt to obscure or conceal the actual parties to or true nature of a transaction, or to evade sanctions. 18.12 The Consultant further warrants and represents that, during the course of its business relationship with the Company it or any entity that is either directly or indirectly owned (including but not limited to, by owning directly or indirectly 50% or more of the shares or the equivalent in said entity) or controlled (including but not limited to by (a) been holding a majority of the subject of an investigation into its compliance with; voting rights in it, or (b) been convicted being a member of any offence in connection with; or it and having the right to appoint or remove a majority of its board of directors, or (c) entered into being a member of it and controlling alone, pursuant to an agreement with other members or a majority of the voting rights) by it, has had any settlement in connection dealings and/or connections with Xxx Xxxxxxx or any alleged breach ofentity owned or controlled, any Anti-Bribery and Anti-Corruption Legislationdirectly or indirectly, by Xxx Xxxxxxx. 25.5 The Company will promptly notify Select in writing if: (a) it becomes aware that any representations or warranties in clauses 25.3 and 25.4 are false; (b) it breaches 18.13 Any breach by the Anti-Corruption Obligations; (c) any of its Associated Persons breaches the Anti-Corruption Obligations; or (d) it becomes aware of a breach, alleged breach or facts or circumstances which could reasonably be considered to constitute a breach Consultant of the Anti-Bribery and Anti-Corruption Legislation by it or an Associated Person. 25.6 Notification under clause 25.5 must set out: (a) particulars of; and (b) ongoing steps that the Company has taken and proposes to take to investigate and address, the breach, facts or circumstances, investigation, conviction or settlement as so notified. 25.7 If the Company notifies under clause 25.5, or if Select reasonably believes that the Company or any provisions of its Associated Persons may have breached the Anti-Corruption Obligations, the Company must: (a) respond promptly to Select’s reasonable enquiries and cooperate with Select in connection with its investigation into compliance with this clause 0 by the Company or its Associated Persons; and (b) allow Select access to its books, records and any other relevant documentation for the purpose of assessing or verifying compliance with this clause 0. The obligations in this clause 0 continue for 3 years following expiry or termination of the Agreement. 25.8 The Company must answer Select’s reasonable questions and allow Select access to records relevant to: (a) the Company’s performance of the Agreement, for the purpose of assessing compliance with this clause; (b) legal or equitable interests in the Company; and (c) any ongoing background checks Select may wish to make in relation to the Company’s compliance with the Anti- Corruption Obligations. 25.9 If the Company is in paragraph 18 shall be a material breach of this clause 0 or if Select reasonably believes such a breach has occurred or Agreement and shall entitle the Company to cancel this Agreement immediately on written notice to the Consultant. 18.14 It is imminent then Select may; (a) suspend performance expressly agreed between the Parties that should the Company cancel this Agreement under and payment under in accordance with paragraph 18.13, neither the Agreement; or (b) immediately (without prejudice to Consultant nor any other rights it may have) terminate affected person, shall be entitled by way of indemnity for any direct or indirect damages or consequential loss or damage, loss of opportunity, loss of revenue, loss of profit or anticipated profit, loss of contracts or loss of goodwill arising from such cancellation. 18.15 For the Agreement; and (c) is not obliged to make any payment to the Company in respect purposes of the Agreement or any benefits procured through, or related to, the breach. The rights in this clause are cumulative and additional to any other rights Select may have under the Agreement.paragraph 18:

Anti-Bribery and Anti-Corruption. 25.1 Select is committed 11.1 The Contractual Partner shall: 11.1.1 comply with all applicable laws, statutes, regulations and codes relating to operating anti-bribery and anti- corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”); 11.1.2 not engage in a manner consistent with the laws any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the jurisdictions Bribery Act 2010 if such activity, practice or conduct had been carried out in which it operates, including Anti-Bribery the UK; 11.1.3 have and Anti-Corruption Legislation. The Xxxxx X’Xxxxxx ABAC Policy prohibits corrupt acts, including Prohibited Acts, by Xxxxx X’Xxxxxx and its Associated Persons. 25.2 The Company must not, and must take reasonable steps to ensure that any of its Associated Persons do not, commit a Prohibited Act (the Anti-Corruption Obligations) and: (a) must implement adequate policies and procedures to ensure compliance with its Anti-Corruption Obligations, and must disclose those policies and procedures to Select upon request; and (b) must use reasonable endeavours to give an undertaking to and to implement adequate policies and procedures to ensure they will not commit a Prohibited Act and, if no such undertaking is forthcoming, will inform Select and seek alternative person(s) to perform those services. 25.3 The Company represents and warrants that except as otherwise disclosed shall maintain in writing to Select, at the Award Date and during place throughout the term of the Agreement no Public Official:its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and clause 11.1.2 above, and will enforce them where appropriate; 11.1.4 notify X. Xxxxx (ain writing) is if it becomes aware of any breach of clause 11.1.1 or will become an Associated Person clause 11.1.2, or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of the CompanyAgreement; 11.1.5 immediately notify X. Xxxxx (bin writing) is if a foreign public official becomes an officer or will become involved employee of the Contractual Partner or acquires a direct or indirect interest in the management of Contractual Partner and the Company, including being or becoming part of its board or other governing body; (c) holds or will hold a controlling or significant interest the Company; or (d) is an immediate family member of a member of the board or other governing body or senior management of the Company. 25.4 The Company represents and Contractual Partner warrants that it has not in no foreign public officials as direct or indirect owners, officers or employees at the past 10 years: (a) been the subject of an investigation into its compliance with; (b) been convicted of any offence in connection with; or (c) entered into any settlement in connection with any alleged breach of, any Anti-Bribery and Anti-Corruption Legislation. 25.5 The Company will promptly notify Select in writing if: (a) it becomes aware that any representations or warranties in clauses 25.3 and 25.4 are false; (b) it breaches the Anti-Corruption Obligations; (c) any of its Associated Persons breaches the Anti-Corruption Obligations; or (d) it becomes aware of a breach, alleged breach or facts or circumstances which could reasonably be considered to constitute a breach of the Anti-Bribery and Anti-Corruption Legislation by it or an Associated Person. 25.6 Notification under clause 25.5 must set out: (a) particulars of; and (b) ongoing steps that the Company has taken and proposes to take to investigate and address, the breach, facts or circumstances, investigation, conviction or settlement as so notified. 25.7 If the Company notifies under clause 25.5, or if Select reasonably believes that the Company or any of its Associated Persons may have breached the Anti-Corruption Obligations, the Company must: (a) respond promptly to Select’s reasonable enquiries and cooperate with Select in connection with its investigation into compliance with this clause 0 by the Company or its Associated Persons; and (b) allow Select access to its books, records and any other relevant documentation for the purpose of assessing or verifying compliance with this clause 0. The obligations in this clause 0 continue for 3 years following expiry or termination date of the Agreement. 25.8 11.2 The Company must answer Select’s reasonable questions Contractual Partner shall ensure that any person associated with the Contractual Partner who is providing Products or Services connection with the Agreement does so only on the basis of a written contract which imposes on and allow Select access secures from such person terms equivalent to records relevant to:those imposed on the Contractual Partner in this clause 11 (“Relevant Terms”). The Contractual Partner shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to X. Xxxxx for any breach by such persons of any of the Relevant Terms. (a) the Company’s performance 11.3 Breach of this clause 11 shall be deemed a material breach of the Agreement, for . 11.4 For the purpose of assessing compliance this clause 11, the meaning of adequate procedures and foreign public official and whether a person is associated with this clause; another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (band any guidance issued under section 9 of that Act), sections 6(5) legal or equitable interests in and 6(6) of that Act and section 8 of that Act respectively. For the Company; and (c) any ongoing background checks Select may wish to make in relation to the Company’s compliance with the Anti- Corruption Obligations. 25.9 If the Company is in breach purposes of this clause 0 or if Select reasonably believes such 11 a breach has occurred or person associated with the Contractual Partner includes but is imminent then Select may; (a) suspend performance and payment under the Agreement; or (b) immediately (without prejudice not limited to any other rights it may have) terminate the Agreement; and (c) is not obliged to make any payment to the Company in respect subcontractor of the Agreement or any benefits procured through, or related to, the breach. The rights in this clause are cumulative and additional to any other rights Select may have under the AgreementContractual Partner.