Common use of Anti-Bribery and Corruption Clause in Contracts

Anti-Bribery and Corruption. Seller, including any of its principals, owners, directors, officers, employees, consultants, affiliates, suppliers, agents, and subcontractors, in connection with any Goods and/or Services (a) will comply with all laws applicable to the parties under the Agreement relating to bribery and/or corruption (“Anti-Corruption Laws”); (b) will not directly or indirectly offer, give, authorize, solicit, or accept the giving of money or anything else of value to or from any person, whether a government official or private party, to obtain an improper advantage for Buyer, Seller, or any third party, or secure the improper performance of that person’s function or misuse of that person’s position; (c) will not directly or indirectly offer, give or authorize the giving of money or anything else of value to any government official in his or her personal capacity, to facilitate or expedite government action or approvals; (d) will not do, or omit to do, any act that will cause Buyer to be in breach of the Anti-Corruption Laws; (e) will not directly or indirectly offer or give to any Buyer’s employee or contractor any gift, gratuity, service, favor, or anything else of value to influence or reward that employee or contractor in connection with this Purchase Order; (f) will not accept, and will promptly report to Buyer, any request or demand for any undue financial or other advantage of any kind received by Seller in connection with the performance of this Purchase Order. Furthermore, Seller represents and warrants that it, and its principals, owners, directors, or officers: (i) have, with regard to any past action or omission related to this Purchase Order, acted consistently with each requirement set forth above, (ii) have not been convicted of any offense involving bribery, corruption, fraud, or dishonesty; (iii) have not been or are not the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative, or regulatory body regarding any offense or alleged offense under the Anti-Corruption Laws; and (iv) have not been, or are not listed by any government agency as being, debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programs or government contracts. Seller will promptly notify Buyer if it or any of its principals owners, directors, or officers become subject to (i), (ii), (iii) or (iv) above during the course of Buyer performance under this Purchase Order.

Anti-Bribery and Corruption. SellerSince January 1, including 2011, neither the Company, nor any of its principals, owners, directors, officers, employees, consultants, affiliates, suppliers, agents, and subcontractorsagents or representatives have, in connection with any Goods and/or Services (a) will comply with all laws applicable to the parties under the Agreement relating to bribery and/or corruption (“Anti-Corruption Laws”); (b) will not Company’s business, directly or indirectly indirectly, (i) offered, promised, made or authorized, or agreed to offer, givepromise, make or authorize, solicitany contribution, expense, payment or accept the giving gift of money funds, property or anything else of value to or from for the use or benefit of any personGovernment Official for the purpose of securing action or inaction or a decision of a Governmental Authority or a Government Official, whether a government official influence over such action, inaction or private party, to obtain an improper advantage for Buyer, Sellerdecision, or any third party, improper advantage; or secure the improper performance of that person’s function or misuse of that person’s position; (c) will not directly or indirectly offer, give or authorize the giving of money or anything else of value to any government official in his or her personal capacity, to facilitate or expedite government action or approvals; (d) will not do, or omit to do, any act that will cause Buyer to be in breach of the Anti-Corruption Laws; (e) will not directly or indirectly offer or give to any Buyer’s employee or contractor any gift, gratuity, service, favor, or anything else of value to influence or reward that employee or contractor in connection with this Purchase Order; (f) will not accept, and will promptly report to Buyer, any request or demand for any undue financial or other advantage of any kind received by Seller in connection with the performance of this Purchase Order. Furthermore, Seller represents and warrants that it, and its principals, owners, directors, or officers: (i) have, with regard to any past action or omission related to this Purchase Order, acted consistently with each requirement set forth above, (ii) have not been convicted taken any action which is or would be otherwise inconsistent with or prohibited by the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), or the Foreign Corrupt Practices Act of 1977 (United States), as amended, the Xxxxxxx Xxx 0000 (Xxxxxx Xxxxxxx) or the rules and regulations promulgated thereunder or under any other legislation of any offense relevant jurisdiction covering a similar subject matter applicable to the Company. The Company has instituted and maintains policies and procedures designed to ensure continued compliance with such legislation, including those for the detection, prevention and reporting of violations. The operations of the Company have been conducted at all times in compliance with such legislation and there has been no suit, action, investigation (including any internal investigation), inquiry, litigation or proceeding by or before any Governmental Authority, customer, business partner or any arbitrator involving bribery, corruption, fraud, or dishonesty; (iii) have not been or are not the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative, or regulatory body regarding any offense or alleged offense under the Anti-Corruption Laws; and (iv) have not been, or are not listed by any government agency as being, debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programs or government contracts. Seller will promptly notify Buyer if it Company or any of its principals owners, their directors, officers, employees, agents or officers become subject representatives with respect to (i)such legislation, (ii)or to Manitex’s Knowledge, (iii) pending or (iv) above during the course threatened in writing, and, to Manitex’s Knowledge there are no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or proceeding. The Company is not ineligible, or, to Manitex’s Knowledge, is considered by any Governmental Authority to be ineligible, to tender for any contract or business with, or be awarded any contract or business by, such Governmental Authority, or to tender for or perform any sub-contracting work under a contract with such Governmental Authority. The Company has been and is in full compliance with Public Works and Government Services Canada’s Integrity Regime and similar applicable debarment regimes of Buyer performance under this Purchase Orderother jurisdictions.

Anti-Bribery and Corruption. SellerNeither the Vendor Group nor any Subsidiaries, including nor, to the Knowledge of the Vendor Group, any of its principals, ownerstheir respective shareholders, directors, officers, employeesEmployees, consultantsdistributors, affiliatesresellers, supplierspartners, agentsrepresentatives or other Persons acting on its behalf (collectively the “Vendor Group’s Representatives”) have directly or indirectly: (i) offered, promised, made or authorized, or agreed to offer, promise, make or authorize, any contribution, expense, payment or gift of funds, property or anything of value to or for the use or benefit of any government official for the purpose of securing action or inaction or a decision of a Governmental Authority or a government official, influence over such action, inaction or decision, or any improper advantage; or (ii) taken any action which is or would be otherwise inconsistent with or prohibited by the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), or the Foreign Corrupt Practices Act, the Bribery Act 2010 (United Kingdom) or the rules and subcontractors, in connection with regulations promulgated thereunder or under any Goods and/or Services (a) will comply with all laws other legislation of any relevant jurisdiction covering a similar subject matter applicable to the parties under Vendor Group with respect to the Agreement relating to bribery and/or corruption Purchased Business (collectively, the “Anti-Corruption Laws”); (b) will not directly or indirectly offer, give, authorize, solicit, or accept . The Vendor Group and the giving of money or anything else of value Vendor Group’s Representatives have instituted and maintain policies and procedures designed to or from any person, whether a government official or private party, to obtain an improper advantage for Buyer, Seller, or any third party, or secure the improper performance of that person’s function or misuse of that person’s position; (c) will not directly or indirectly offer, give or authorize the giving of money or anything else of value to any government official in his or her personal capacity, to facilitate or expedite government action or approvals; (d) will not do, or omit to do, any act that will cause Buyer to be in breach of the ensure continued compliance with Anti-Corruption Laws; , including those for the detection, prevention and reporting of violations. The operations of Vendor Group have been conducted at all times in compliance with Anti-Corruption Laws and there has been no suit, action, investigation (e) will not directly including any internal investigation), inquiry, litigation or indirectly offer proceeding by or give before any Governmental Authority, customer, business partner or any arbitrator involving the Vendor Group or any of the Vendor Group’s representatives with respect to any Buyer’s employee or contractor any gift, gratuity, service, favor, or anything else of value to influence or reward that employee or contractor in connection with this Purchase Order; (f) will not accept, and will promptly report to Buyer, any request or demand for any undue financial or other advantage of any kind received by Seller in connection with the performance of this Purchase Order. Furthermore, Seller represents and warrants that it, and its principals, owners, directors, or officers: (i) have, with regard to any past action or omission related to this Purchase Order, acted consistently with each requirement set forth above, (ii) have not been convicted of any offense involving bribery, corruption, fraud, or dishonesty; (iii) have not been or are not the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative, or regulatory body regarding any offense or alleged offense under the Anti-Corruption Laws; , and (iv) have there are, to the Knowledge of the Vendor Group, no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or proceeding. The Vendor Group is not beenineligible nor, to the Knowledge of the Vendor Group, considered by any Governmental Authority to be ineligible, to tender for any contract or business with, or are not listed by be awarded any government agency as beingcontract or business by, debarred, suspended, proposed for suspension or debarmentsuch Governmental Authority, or otherwise ineligible to tender for participation in government procurement programs or government contracts. Seller will promptly notify Buyer if it or perform any of its principals owners, directors, or officers become subject to (i), (ii), (iii) or (iv) above during the course of Buyer performance sub-contracting work under this Purchase Ordera contract with such Governmental Authority.

Anti-Bribery and Corruption. Seller, including (a) Each of the Shareholders shall exercise all rights and powers available to it in relation to the Company so as to endeavour to ensure that neither the Company nor any of its principalsdirectors, ownersofficers, agents, employees, consultants and contractors, or any other person acting on its behalf has or will (a) offer, promise, pay, authorize, or take any act in furtherance of any offer, promise, payment or authorization of payment of anything of value to any Person of Concern for the purpose of securing discretionary action or inaction or a decision of a Government Official(s), influence over discretionary action of a Government Official(s), or an improper advantage; or (b) take any action otherwise inconsistent with or prohibited by the substantive prohibitions or requirements of any of the Anti-Bribery and Corruption Laws, in connection with any matter relating to this Agreement. (b) In the performance of their obligations under this Agreement, each Party will cause its officers, directors, officersagents, employees, consultants, affiliates, suppliers, agentscontractors, and subcontractorsother persons acting on their behalf, to (a) comply strictly with all Applicable Laws, including not offering, promising, paying, authorizing, or taking any act in furtherance of any offer, promise, payment or authorization of payment of anything of value to any Person of Concern for the purpose of securing discretionary action or inaction or a decision of a Government Official(s), influence over discretionary action of a Government Official(s), or an improper advantage; and (b) take no action otherwise inconsistent with or prohibited by the substantive prohibitions or requirements of any Applicable Law, in connection with any Goods and/or Services (a) will comply with all laws applicable to the parties under the Agreement matter relating to bribery and/or corruption (“Anti-Corruption Laws”); (b) will not directly or indirectly offer, give, authorize, solicit, or accept the giving of money or anything else of value to or from any person, whether a government official or private party, to obtain an improper advantage for Buyer, Seller, or any third party, or secure the improper performance of that person’s function or misuse of that person’s position; this Agreement. (c) will not directly or indirectly offerEach Party hereby agrees that in the performance of its obligations under this Clause 17.3, give or authorize the giving of money or anything else of value it shall take appropriate steps to any government official cause Company and its officers, directors, agents, employees, consultants and contractors to implement and maintain while this Agreement is in his or her personal capacityeffect policies and procedures designed to ensure compliance with all Applicable Laws, to facilitate or expedite government action or approvals; (d) will not do, or omit to do, any act that will cause Buyer to be in breach of including the Anti-Bribery and Corruption Laws; (e) will not directly or indirectly offer or give to any Buyer’s employee or contractor any gift, gratuity, service, favor, or anything else of value to influence or reward that employee or contractor in connection with this Purchase Order; (f) will not accept, and will promptly report to Buyer, any request or demand for any undue financial or other advantage of any kind received by Seller in connection with the performance of this Purchase Order. Furthermore, Seller represents and warrants that it, and its principals, owners, directors, or officers: (i) have, with regard to any past action or omission related to this Purchase Order, acted consistently with each requirement set forth above, (ii) have not been convicted of any offense involving bribery, corruption, fraud, or dishonesty; (iii) have not been or are not the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative, or regulatory body regarding any offense or alleged offense under the Anti-Corruption Laws; and (iv) have not been, or are not listed by any government agency as being, debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programs or government contracts. Seller will promptly notify Buyer if it or any of its principals owners, directors, or officers become subject to (i), (ii), (iii) or (iv) above during the course of Buyer performance under this Purchase Order.

Anti-Bribery and Corruption. Seller, including None of the Company nor any of its principalsSubsidiaries, owners, nor any of their respective directors, officersofficers or employees nor, employees, consultants, affiliates, suppliers, agents, and subcontractors, in connection with any Goods and/or Services (a) will comply with all laws applicable to the parties under knowledge of the Agreement relating to bribery and/or corruption (“Anti-Corruption Laws”); (b) will not Company, any of their respective agents or representatives, have directly or indirectly indirectly, (i) offered, promised, made or authorized, or agreed to offer, givepromise, make or authorize, solicitany contribution, expense, payment or accept the giving gift of money funds, property or anything else of value to or from for the use or benefit of any personGovernment Official for the purpose of securing action or inaction or a decision of a Governmental Entity or a Government Official, whether a government official influence over such action, inaction or private party, to obtain an improper advantage for Buyer, Sellerdecision, or any third partyimproper advantage; or (ii) taken any action which is or would be otherwise inconsistent with or prohibited by any Anti-Corruption Law binding on the Company or any of its Subsidiaries. The operations of the Company and its Subsidiaries have been conducted at all times in compliance with all applicable Anti- Corruption Laws and, except as disclosed in Schedule 3.1(47) of the Company Disclosure Letter, over the past six years there has been no suit, action, investigation, inquiry, litigation or secure proceeding by or before any Governmental Entity, customer, business partner or any arbitrator or any internal investigation involving the improper performance Company or any of that person’s function or misuse of that person’s position; (c) will not directly or indirectly offer, give or authorize the giving of money or anything else of value to any government official in his or her personal capacityits Subsidiaries or, to facilitate or expedite government action or approvals; (d) will not do, or omit to dothe knowledge of the Company, any act that will cause Buyer of their directors, officers, employees, agents or representatives with respect to be in breach of the Anti-Corruption Laws; (e) will not directly or indirectly offer , and, to the knowledge of the Company, there are no circumstances likely to lead or give rise to any Buyer’s employee such suit, action, investigation, inquiry, litigation or contractor proceeding and none are pending or threatened. The Company and its Subsidiaries are not ineligible nor considered by any giftGovernmental Entity to be ineligible, gratuity, service, favorto tender for any contract or business with, or anything else be awarded any contract or business by, such Governmental Entity, or to tender for or perform any sub-contracting work under a contract with such Governmental Entity. Each of value to influence or reward that employee or contractor in connection with this Purchase Order; (f) will not accept, and will promptly report to Buyer, any request or demand for any undue financial or other advantage of any kind received by Seller in connection with the performance of this Purchase Order. Furthermore, Seller represents and warrants that it, Company and its principalsSubsidiaries have instituted and maintain policies and procedures designed to ensure compliance with such legislation, ownersincluding those for the detection, directors, or officers: (i) have, with regard to any past action or omission related to this Purchase Order, acted consistently with each requirement set forth above, (ii) have not been convicted prevention and reporting of any offense involving bribery, corruption, fraud, or dishonesty; (iii) have not been or are not the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative, or regulatory body regarding any offense or alleged offense under the Anti-Corruption Laws; and (iv) have not been, or are not listed by any government agency as being, debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programs or government contracts. Seller will promptly notify Buyer if it or any of its principals owners, directors, or officers become subject to (i), (ii), (iii) or (iv) above during the course of Buyer performance under this Purchase Orderviolations.

Anti-Bribery and Corruption. Seller, including Neither the Purchaser nor any of its principalsSubsidiaries, owners, nor any of their respective directors, officersofficers or employees nor, employees, consultants, affiliates, suppliers, agents, and subcontractors, in connection with any Goods and/or Services (a) will comply with all laws applicable to the parties under knowledge of the Agreement relating to bribery and/or corruption (“Anti-Corruption Laws”); (b) will not Purchaser, any of their respective agents or representatives have directly or indirectly indirectly, (i) offered, promised, made or authorized, or agreed to offer, givepromise, make or authorize, solicitany contribution, expense, payment or accept the giving gift of money funds, property or anything else of value to or from for the use or benefit of any personGovernment Official for the purpose of securing action or inaction or a decision of a Governmental Entity or a Government Official, whether a government official influence over such action, inaction or private party, to obtain an improper advantage for Buyer, Sellerdecision, or any third party, improper advantage; or secure the improper performance of that person’s function (ii) taken any action which is or misuse of that person’s position; (c) will not directly would be otherwise inconsistent with or indirectly offer, give or authorize the giving of money or anything else of value to any government official in his or her personal capacity, to facilitate or expedite government action or approvals; (d) will not do, or omit to do, any act that will cause Buyer to be in breach of the prohibited by applicable Anti-Corruption Laws; (e) will not directly or indirectly offer or give to any Buyer’s employee or contractor any gift, gratuity, service, favor, or anything else . The operations of value to influence or reward that employee or contractor in connection with this Purchase Order; (f) will not accept, and will promptly report to Buyer, any request or demand for any undue financial or other advantage of any kind received by Seller in connection with the performance of this Purchase Order. Furthermore, Seller represents and warrants that it, Purchaser and its principalsSubsidiaries have been conducted at all times in compliance with Anti-Corruption Laws and over the past six years there has been no suit, ownersaction, investigation, inquiry, litigation or proceeding by or before any Governmental Entity, customer, business partner or any arbitrator or any internal investigation involving the Purchaser or any of its Subsidiaries or any of their directors, officers, employees, agents or officers: (i) haverepresentatives or, with regard respect to any past action or omission related to this Purchase Order, acted consistently with each requirement set forth above, (ii) have not been convicted of any offense involving bribery, corruption, fraud, or dishonesty; (iii) have not been or are not the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative, or regulatory body regarding any offense or alleged offense under the Anti-Corruption Laws; , and (iv) have there are no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or proceeding and none are pending or threatened. The Purchaser and its Subsidiaries are not beenineligible nor considered by any Governmental Entity to be ineligible, to tender for any contract or business with, or are not listed by be awarded any government agency as beingcontract or business by, debarred, suspended, proposed for suspension or debarmentsuch Governmental Entity, or otherwise ineligible to tender for participation in government procurement programs or government contractsperform any sub-contracting work under a contract with such Governmental Entity. Seller will promptly notify Buyer if it or any Each of the Purchaser and its principals ownersSubsidiaries have instituted and maintain policies and procedures designed to ensure compliance with such legislation, directorsincluding those for the detection, or officers become subject to (i), (ii), (iii) or (iv) above during the course prevention and reporting of Buyer performance under this Purchase Orderviolations.

Anti-Bribery and Corruption. SellerNeither SUPPLIER nor its Affiliates will make any payment, either directly or indirectly, of money or other assets, including the compensation SUPPLIER derives from this Agreement (collectively, a “ Payment ”), to government or political party officials, officials of International Public Organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of its principalsthe foregoing (collectively, owners“ Officials ”) or other individuals where such Payment would constitute violation of any applicable Law, directorsincluding the Foreign Corrupt Practices Act of 1977 , officers15 U . S . C . †† 78 dd - 1 , employees, consultants, affiliates, suppliers, agentset seq . , and subcontractorsthe United Kingdom Bribery Act . In addition regardless of legality, in connection with neither SUPPLIER nor its Affiliates will make any Goods and/or Services (a) will comply with all laws applicable to the parties under the Agreement relating to bribery and/or corruption (“Anti-Corruption Laws”); (b) will not Payment either directly or indirectly offer, give, authorize, solicit, or accept the giving of money or anything else of value to or from any person, whether a government official or private party, to obtain an improper advantage for Buyer, Seller, or any third party, or secure the improper performance of that person’s function or misuse of that person’s position; (c) will not directly or indirectly offer, give or authorize the giving of money or anything else of value to any government official in his or her personal capacity, to facilitate or expedite government action or approvals; (d) will not do, or omit to do, any act that will cause Buyer to be in breach of the Anti-Corruption Laws; (e) will not directly or indirectly offer or give to any Buyer’s employee or contractor any gift, gratuity, service, favor, or anything else of value to influence or reward that employee or contractor in connection with this Purchase Order; (f) will not accept, and will promptly report to Buyer, any request or demand for any undue financial Officials or other advantage individuals if such Payment is for the purpose of any kind received improperly influencing decisions or actions to secure a business advantage, including with respect to the subject matter of this Agreement . SUPPLIER shall have necessary procedures in place to prevent bribery and corrupt conduct by Seller itself and each of its Affiliates and subcontractors . All activities will be conducted in connection compliance with the performance U . S . False Claims Act and the U . S . Anti - Kickback Statute . SUPPLIER and each of this Purchase Order. Furthermore, Seller represents its Affiliates and warrants that it, and subcontractors shall conduct its principals, owners, directors, or officers: (i) have, activities hereunder in accordance with regard to any past action or omission related the provisions of Exhibit C to this Purchase OrderAgreement . 4. N o Other Representations or Warranties . EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OTHER WRITTEN AGREEMENT EXECUTED BY EACH OF THE PARTIES, acted consistently with each requirement set forth aboveTHE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, (ii) have not been convicted of any offense involving briberyEITHER EXPRESS OR IMPLIED, corruptionWRITTEN OR ORAL, fraudIN FACT OR BY OPERATION OF LAW, or dishonesty; (iii) have not been or are not the subject of any investigationBY STATUTE OR OTHERWISE, inquiry or enforcement proceedings by any governmentalAND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, administrativeINCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF QUALITY, or regulatory body regarding any offense or alleged offense under the Anti-Corruption Laws; and (iv) have not beenMERCHANTABILITY, or are not listed by any government agency as beingFITNESS FOR A PARTICULAR PURPOSE, debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programs or government contracts. Seller will promptly notify Buyer if it or any of its principals owners, directors, or officers become subject to (i), (ii), (iii) or (iv) above during the course of Buyer performance under this Purchase OrderOR WARRANTY OF NON - INFRINGEMENT .

Anti-Bribery and Corruption. SellerThe parties shall, and shall ensure that any Affiliates or persons engaged by or associated with either party in relation to this Agreement - including but not limited to directors, employees, contractors, subsidiaries, consultants, advisors, distributors and agents) shall, comply with all applicable laws, statutes, regulations, decrees and/or official government orders and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010 and the US Foreign and Corrupt Practices Act (“Acts”). The parties each undertake that no payments or transfers of anything of value which have the purpose or effect of public or commercial bribery, money laundering, extortion or other unlawful or improper means of obtaining or retaining business or business advantage shall be made, offered, given, authorised or promised to any person or entity (including, for the avoidance of doubt, any government official; any political party or official thereof; any candidate for political office; or any other person, individual or entity at the suggestion, request or direction of or for the benefit of any of the above-described persons and entities) by it or any of its principals, owners, directors, officers, employees, consultants, affiliates, suppliers, agents, and subcontractors, in connection affiliates or persons engaged by or associated with any Goods and/or Services it as listed above. Each party undertakes that it: (a) will comply with all laws applicable to the parties under the Agreement relating to bribery and/or corruption (“Anti-Corruption Laws”); (b) will not directly or indirectly offer, give, authorize, solicit, or accept the giving of money or anything else of value to or from any person, whether a government official or private party, to obtain an improper advantage for Buyer, Seller, or any third party, or secure the improper performance of that person’s function or misuse of that person’s position; (c) will not directly or indirectly offer, give or authorize the giving of money or anything else of value to any government official in his or her personal capacity, to facilitate or expedite government action or approvals; (d) will not do, or omit to do, any act that will cause Buyer or lead the other party to be in breach of the Anti-Corruption Lawseither or both paragraphs above; (eb) will not directly or indirectly offer or give to any Buyer’s employee or contractor any gift, gratuity, service, favor, or anything else notify the other party promptly of value to influence or reward that employee or contractor in connection with this Purchase Order; (f) will not accept, and will promptly report to Buyer, any request or demand for any undue improper financial or other advantage of any kind received by Seller from any person in connection with the performance of this Purchase Order. Furthermore, Seller represents and warrants that it, and its principals, owners, directors, or officers: (i) have, with regard to any past action or omission related to this Purchase Order, acted consistently with each requirement set forth above, (ii) have not been convicted of any offense involving bribery, corruption, fraud, or dishonestyAgreement; (iiic) have not been or are not (if requested), will assist the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative, or regulatory body regarding any offense or alleged offense under the Anti-Corruption Laws; other party and (iv) have not been, or are not listed by any government agency as being, debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programs or government contracts. Seller will promptly notify Buyer if it or any of its principals ownersaffiliates in complying with its obligations under the Acts and understands that any breach of this clause will amount to a material breach of this Agreement; (d) indemnifies the other party against any losses, directorsliabilities, damages, fines, costs (including legal fees) and expenses incurred by, or officers become subject to (i)awarded against, (ii), (iii) or (iv) above during the course such other party as a result of Buyer performance under any breach by a party of this Purchase Orderclause.

Anti-Bribery and Corruption. Seller9.1 The Consultant acknowledges that PIDG has a zero tolerance of bribery and corruption. 9.2 When providing the Services to PIDG Ltd, including the Consultant will and will require that the Consultant’s Personnel and its Associated Persons involved in delivering the Services comply with all applicable Anti-Bribery Laws. 9.3 The Consultant covenants throughout the term of this Contract to use all reasonable endeavours to procure that none of the Consultant’s Personnel or Associated Persons involved in delivering the Services will engage in any of its principalsactivity, ownerspractice or conduct or take any action, directorsdirectly or indirectly, officers, employees, consultants, affiliates, suppliers, agents, and subcontractors, in which would constitute an offence under any applicable Anti-Bribery Laws. 9.4 In connection with any Goods and/or the Services the Consultant will either: (a) will comply comply, and require the Consultant’s Personnel and Associated Persons to comply, with all laws applicable to the parties under the Agreement relating to bribery and/or corruption (“PIDG Anti-Corruption Laws”)corruption and Integrity Operating Policy as amended from time to time; or (b) will not directly or indirectly offer, give, authorize, solicit, or accept maintain throughout the giving of money or anything else of value to or from any person, whether a government official or private party, to obtain an improper advantage for Buyer, Seller, or any third party, or secure the improper performance of that person’s function or misuse of that person’s position; (c) will not directly or indirectly offer, give or authorize the giving of money or anything else of value to any government official in his or her personal capacity, to facilitate or expedite government action or approvals; (d) will not do, or omit to do, any act that will cause Buyer to be in breach term of the Contract and comply with, and require the Consultant’s Personnel and Associated Persons to comply with, the Consultant’s own anti-corruption policies, procedures and systems which are no less stringent than the PIDG Anti-Corruption corruption and Integrity Operating Policy to ensure compliance with all applicable Anti-Bribery Laws; (e) will not directly or indirectly offer or give to any Buyer’s employee or contractor any gift. 9.5 The Consultant will, gratuityas soon as the Consultant is made aware, service, favor, or anything else of value to influence or reward that employee or contractor in connection with this Purchase Order; (f) will not accept, and will promptly report to Buyer, PIDG Ltd: (a) any request or demand for a bribe, kickback, facilitation payment or any other undue financial or other advantage Advantage of any kind received by Seller the Consultant or any of the Consultant’s Personnel or Associated Persons in connection with the performance Services; and/or (b) any allegations or proceedings or investigation against the Consultant, the Consultant’s Personnel or Associated Persons in connection with bribery or corruption; or (c) if a Public Official (as such term is defined in the applicable Anti-Bribery Laws) becomes a member of this Purchase Order. Furthermore, Seller the Consultant’s Personnel or Associated Persons. 9.6 The Consultant represents and warrants that itthat: (a) None of the Consultant, and its principalsany member of the Consultant’s Personnel or, ownersto the knowledge of the Consultant, any Associated Person or their directors, officers or officers: employees or Associated Persons, is aware of or has taken any action, directly or indirectly, that could result in a violation by such persons of Anti- Bribery Laws, to which the Consultant, any member of the Consultant’s Personnel or any Associated Person is subject and, without limitation, they have not (directly or indirectly) (i) haveoffered, with regard paid, promised to pay or authorised the payment of any past action money or omission related to this Purchase Order, acted consistently with each requirement set forth aboveother Advantage that could constitute a bribe, (ii) have not been convicted of solicited, accepted or received any offense involving bribery, corruption, fraud, money or dishonesty; other advantage that could constitute a bribe or (iii) have not been given, promised to give or authorised the giving of anything of value to any Public Official (as such term is defined in the applicable Anti-Bribery Laws) in contravention of the applicable Anti-Bribery Laws. (b) The Consultant, has conducted its business in compliance with applicable Anti- Bribery Laws and has instituted and maintained policies, procedures and systems designed to ensure, and which are not reasonably expected to continue to ensure compliance with such Anti-Bribery Laws, including the subject maintenance of any complete and accurate books and records and an effective system of internal accounting controls; and (c) No investigation, inquiry proceedings or enforcement proceedings claim has been initiated against the Consultant or any member of the Consultant’s Personnel or, to the knowledge of the Consultant, its Associated Persons or their directors, officers, employees or Associated Persons, by any governmental, administrative, judicial or regulatory body regarding body, authority or organisation in relation to any offense applicable Anti-Bribery Laws. 9.7 The Consultant shall indemnify and hold harmless and keep indemnified PIDG Ltd (for itself, and for any member of the PIDG Group), its directors, officers, employees and agents from and against all and any liability or alleged offense loss suffered or incurred in any jurisdiction by PIDG Ltd or the PIDG Group, its directors, officers, employees or agents due to a breach by the Consultant, the Consultant’s Personnel or its Associated Persons of any applicable Anti-Bribery Laws. 9.8 If any taxation authority in any jurisdiction brings into any charge to taxation any sum payable under the indemnity contained in this clause, the amount so payable will be increased by such amount as will ensure that the person to whom payment is made will retain, after deduction of the taxation so chargeable, the amount it would have retained had no such tax been payable. 9.9 In order that PIDG Ltd may ensure its own compliance with the applicable Anti-Corruption Bribery Laws; , the Consultant agrees, on reasonable notice, to allow PIDG Ltd to inspect its anti- corruption policies, procedures and (iv) have not beensystems and, or are not listed by where necessary, to make any government agency recommendations for improvement that may be found to be necessary. Such inspection is to be carried out as being, debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programs or government contracts. Seller will promptly notify Buyer if it or any expediently as possible and with as minimum disruption to the business of its principals owners, directors, or officers become subject to (i), (ii), (iii) or (iv) above during the course of Buyer performance under this Purchase OrderConsultant as possible.

Anti-Bribery and Corruption. Seller, including None of the Company nor any of its principalsSubsidiaries, owners, nor any of their respective directors, officersofficers or employees nor, employees, consultants, affiliates, suppliers, agents, and subcontractors, in connection with any Goods and/or Services (a) will comply with all laws applicable to the parties under knowledge of the Agreement relating to bribery and/or corruption (“Anti-Corruption Laws”); (b) will not Company, any of their respective agents or representatives, have directly or indirectly indirectly, (i) offered, promised, made or authorized, or agreed to offer, givepromise, make or authorize, solicitany contribution, expense, payment or accept the giving gift of money funds, property or anything else of value to or from for the use or benefit of any personGovernment Official for the purpose of securing action or inaction or a decision of a Governmental Entity or a Government Official, whether a government official influence over such action, inaction or private party, to obtain an improper advantage for Buyer, Sellerdecision, or any third partyimproper advantage; or (ii) taken any action which is or would be otherwise inconsistent with or prohibited by any Anti-Corruption Law binding on the Company or any of its Subsidiaries. The operations of the Company and its Subsidiaries have been conducted at all times in compliance with all applicable Anti-Corruption Laws and over the past six years there has been no suit, action, investigation, inquiry, litigation or secure proceeding by or before any Governmental Entity, customer, business partner or any arbitrator or any internal investigation involving the improper performance Company or any of that person’s function or misuse of that person’s position; (c) will not directly or indirectly offer, give or authorize the giving of money or anything else of value to any government official in his or her personal capacityits Subsidiaries or, to facilitate or expedite government action or approvals; (d) will not do, or omit to dothe knowledge of the Company, any act that will cause Buyer of their directors, officers, employees, agents or representatives with respect to be in breach of the Anti-Corruption Laws; (e) will not directly or indirectly offer , and, to the knowledge of the Company, there are no circumstances likely to lead or give rise to any Buyer’s employee such suit, action, investigation, inquiry, litigation or contractor proceeding and none are pending or threatened. The Company and its Subsidiaries are not ineligible nor considered by any giftGovernmental Entity to be ineligible, gratuity, service, favorto tender for any contract or business with, or anything else be awarded any contract or business by, such Governmental Entity, or to tender for or perform any sub-contracting work under a contract with such Governmental Entity. Each of value to influence or reward that employee or contractor in connection with this Purchase Order; (f) will not accept, and will promptly report to Buyer, any request or demand for any undue financial or other advantage of any kind received by Seller in connection with the performance of this Purchase Order. Furthermore, Seller represents and warrants that it, Company and its principalsSubsidiaries have instituted and maintain policies and procedures designed to ensure compliance with such legislation, ownersincluding those for the detection, directors, or officers: (i) have, with regard to any past action or omission related to this Purchase Order, acted consistently with each requirement set forth above, (ii) have not been convicted prevention and reporting of any offense involving bribery, corruption, fraud, or dishonesty; (iii) have not been or are not the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative, or regulatory body regarding any offense or alleged offense under the Anti-Corruption Laws; and (iv) have not been, or are not listed by any government agency as being, debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programs or government contracts. Seller will promptly notify Buyer if it or any of its principals owners, directors, or officers become subject to (i), (ii), (iii) or (iv) above during the course of Buyer performance under this Purchase Orderviolations.

Anti-Bribery and Corruption. Seller(a) The Borrower undertakes that the Borrower shall not, including any of its principalsand shall ensure that his personnel, ownersofficers, directors, officersagents shall not engage in any form of corruption, employeesbribery or the giving or receiving of any benefit, consultantsgratification, affiliatesgift, supplierscommission, agents, financial advantage or advantage/consideration of any kind as an inducement or reward for doing or forbearance from doing any act howsoever related or intending to improperly influence decision making in relation to the Facility or other services from the Bank or any other third party. A breach of this clause may be considered by the Bank to be a material breach and subcontractorsthe Bank may, in connection with its discretion, terminate the Facility or other services or contract from the Bank without prejudice to any Goods and/or Services (a) will comply with all laws applicable remedies available to the parties under the Agreement relating to bribery and/or corruption (“Anti-Corruption Laws”); it. (b) will not directly The Borrower acknowledges that the Bank is under a statutory obligation to report any offer or indirectly offer, give, authorize, solicit, or accept the giving of money or anything else of value to or from any personbenefit, whether a government official or private partygratification, to obtain an improper advantage for Buyer, Seller, or any third party, or secure the improper performance of that person’s function or misuse of that person’s position; (c) will not directly or indirectly offer, give or authorize the giving of money or anything else of value to any government official in his or her personal capacity, to facilitate or expedite government action or approvals; (d) will not do, or omit to do, any act that will cause Buyer to be in breach of the Anti-Corruption Laws; (e) will not directly or indirectly offer or give to any Buyer’s employee or contractor any gift, gratuity, service, favor, commission or anything else of value consideration to influence the relevant regulatory authorities. The Borrower V K D O O W K H U H I R U H S U R P S W O \ D Q G officer(s) or reward that employee director(s):- (i) request(s) or contractor in connection with this Purchase Order; (fdemand(s) will not accept, and will promptly report for or attempt(s) to Buyer, any request or demand for for; and/or (ii) receive(s), take(s) or extort(s) or attempts to receive or take or extort any undue benefit, gratification, gift, commission, financial advantage or other advantage advantage/ consideration of any kind received as an inducement or reward for doing or forbearance from doing any act howsoever related or intending to improperly influence any decision to be made by Seller the Bank whether in connection with the performance Facility, other services or contract from the Bank. (c) All reporting by the Borrower pursuant to Section 40.1 E D E R Y H P D \ E H Whistle Blowing Policy as set out in xxxxx://xxx.xxxx.xxx/en/who-weare/overview/corporate- governance/code-of-conduct/whistle-blowing.html. (d) 7 K H % R U U R Z H U D J U H H-opVerate andWprovRide reasoUnablHe assistance during any investigation or audit by the Bank relating to any allegations of bribery or corruption. SECTION 4 1 42.1 References in this Purchase Order. FurthermoreAgreement (a) Reference to the masculine gender includes the feminine and neuter genders and vice versa and references to the singular number include the plural and vice versa. (b) Where two or more persons are included in any expression used in this Agreement, Seller represents and warrants that it, and its principals, owners, directorssuch expression will mean all such persons, or officers: (i) have, with regard to any past action or omission related to this Purchase Order, acted consistently with each requirement set forth above, (ii) have not been convicted of any offense involving bribery, corruption, fraud, or dishonesty; (iii) have not been or are not the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative, or regulatory body regarding any offense or alleged offense under the Anti-Corruption Laws; and (iv) have not been, or are not listed by any government agency as being, debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programs or government contracts. Seller will promptly notify Buyer if it or any of its principals ownersthem. All covenants, directorsterms, stipulations, undertakings, certificate, statement, notice, demand or officers become subject other communications expressed to be made by or on the part of such persons will be considered to be made by and binding upon such persons jointly and severally. (ic) References to a natural person are to be construed to include references to a corporation, firm, partnership, joint venture, unincorporated body of persons, individual or any state or agency of a state, whether or not a separate legal entity. (d) Section headings are inserted for ease of reference only. (e) References to any document are references to that document as amended, novated, supplemented, extended or restated, and include any document which is in addition to or in substitution to such document. (f) References to any statute, law, enactment, guidelines, rule or regulation include the statute, law, enactment, guidelines, rules or regulations as re-enacted, amended, extended or issued under the same from time to time. References to "law" include by-laws, common or customary law and any constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty or other legislative measure in any jurisdiction or any present or future directive, regulation, request or requirement (in each case, whether or not having the force of law but, if not having the force of law, the compliance should be in accordance with the general practice of persons to whom the directive, regulation, request or requirement is addressed), . (ii), g) References to any Schedule or Section are references to the Schedules and Section of this Agreement. (iiih) or (iv) above during the course All Schedules to this Agreement are to be read and construed as an essential part of Buyer performance under this Purchase OrderAgreement.

Anti-Bribery and Corruption. 17.1 Each Group Company, each Seller, including any of its principals, ownersand the officers, directors, officers, employees, consultantsshareholders, affiliatespartners, supplierscontractors, agentssub-contractors, intermediaries, representatives and subcontractors, agents of each Group Company and Seller in connection with any Goods and/or Services the course of their respective duties to such companies have complied with: (a) will comply with all laws applicable to the parties under the Agreement relating to anti-bribery and/or anti-corruption laws, statutes, codes and regulations (collectively, “Anti-Corruption Laws”)) of any jurisdiction in which the relevant Group Company or Seller conducts its business; and (b) will not directly any relevant anti-bribery and anti-corruption obligations pursuant to any contract between the relevant Group Company or indirectly offer, give, authorize, solicit, or accept the giving of money or anything else of value to or from any person, whether a government official or private party, to obtain an improper advantage for Buyer, Seller, or Seller and any third party. 17.2 So far as the Sellers are aware, none of the officers, directors, employees, shareholders, partners, contractors, sub-contractors, representatives and agents of any Group Company have, in the course of their activities relating to the business of any Group Company, and no Seller has: (a) offered, paid, promised to pay or secure authorised the improper performance payment of that person’s function or misuse of that person’s position; (c) will not whether directly or indirectly offer, give or authorize the giving of money or indirectly) anything else of value to any other person as an inducement or reward for a person to improperly perform or omit a relevant function or activity, to influence the acts or decisions of a government official in his or her personal that person’s official capacity, to facilitate use that person’s influence with a government or expedite government action its instrumentality to influence an official act or approvalsdecision, to secure an improper advantage; or (db) will not dothe purpose was to obtain or retain business, to direct business to any person, or omit to doinfluence any official actions or decisions with respect to the Permits; and (c) such offer, any act that will cause Buyer payment, promise of payment, or authorization of payment was unlawful under Applicable Laws, including but not limited to, Anti- Corruption Laws. For the purposes of this paragraph 18.2 a function or activity is a "relevant function or activity" if such function or activity is commercial or public in nature and expected to be performed in breach good faith or impartially or in a position of the Anti-Corruption Laws; (e) will trust including but not directly or indirectly offer or give limited to any Buyer’s employee or contractor official duties of a public official that is required by law. For the purposes of this paragraph 18.2 a “government official” includes any giftofficer, gratuity, service, favoremployee, or anything else agent of value to influence or reward that employee or contractor in connection with this Purchase Order; (f) will not accept, and will promptly report to Buyer, any request or demand for any undue financial or other advantage of any kind received by Seller in connection with the performance of this Purchase Order. Furthermore, Seller represents and warrants that it, and its principals, owners, directors, or officers: (i) haveany national, with regard to regional, or local government or any past action department, agency, or omission related to this Purchase Order, acted consistently with each requirement set forth above, instrumentality thereof; (ii) have not been convicted of any offense involving bribery, corruption, fraud, or dishonestypublic international organization; (iii) have not been any political party or are not candidate for political office; (iv) any state-owned enterprise; or (v) any person acting in an official capacity for or on behalf of the subject foregoing governmental entities, public international organizations, political parties or candidates, or state-owned enterprises. 17.3 No Group Company, nor any of the officers, directors, employees or agents of any Group Company is involved in any investigation, inquiry inquiry, claim or enforcement proceedings in relation to any alleged bribery or corruption offence or similar conduct, nor so far as the Sellers are aware are any such investigations, inquiries, claims or proceedings pending or threatened by or against any governmental, administrative, or regulatory body regarding any offense or alleged offense under the Anti-Corruption Laws; and (iv) have not been, or are not listed by any government agency as being, debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programs or government contracts. Seller will promptly notify Buyer if it Group Company or any officer, director, employee or agent of its principals ownersany Group Company, directorsnor so far as the Sellers are aware are there any facts or circumstances which may give rise to any such investigations, inquiries, claims or officers become subject proceedings being commenced by or against any of the foregoing persons. 17.4 Each Group Company has established and maintains adequate anti-bribery and anti-corruption policies and procedures (including policies relating to (i)facilitation payments, (ii)political donations, (iiigifts, hospitality, recordkeeping and accounting for expenses, internal controls and audits) or (iv) above during and has fully implemented the course of Buyer performance under this Purchase Orderforegoing policies and procedures in compliance with all Applicable Laws.