Common use of Anti-Bribery Compliance Clause in Contracts

Anti-Bribery Compliance. The Distributor shall: (a) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption in the Territory (“Relevant Requirements”); (b) comply with Medizone’s anti-bribery, anti-corruption and ethics policies as Medizone or the relevant industry or regulatory body may update them from time to time (“Relevant Policies”); (c) have and shall maintain in place throughout the term of this Agreement its own policies and procedures to ensure compliance with the Relevant Requirements and the Relevant Policies, and will enforce them where appropriate; (d) promptly report to Medizone any request or demand for any undue or suspicious financial or other advantage of any kind received by the Distributor in connection with the performance of this Agreement; (e) immediately notify Medizone (in writing) if a public official in the Territory becomes an officer or employee of the Distributor or acquires a direct or indirect interest in the Distributor, and the Distributor warrants that it has no such public officials as direct or indirect owners, officers or employees at the date of this Agreement; (f) within three (3) months of the date of this Agreement, and annually thereafter, certify to Medizone in writing signed by an officer of the Distributor, compliance with this clause by the Distributor and all persons referred to under Section 4.11(e). The Distributor shall provide such supporting evidence of compliance as Medizone may reasonably request. (g) The Distributor shall ensure that all of its suppliers, agents, subcontractors and other members of its group or Affiliates who perform services or provide goods in connection with this Agreement do so only on the basis of a written contract which imposes on and secures from such persons terms equivalent to those imposed on the Distributor in this Section 4.11 (“Relevant Terms”). The Distributor shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Medizone for any breach by such persons of any of the Relevant Terms. (h) Breach of this Section 4.11 shall be deemed a material breach.

Anti-Bribery Compliance. a) The Distributor AGENCY shall: (ai) comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption in including but not limited to the Territory Xxxxxxx Xxx 0000 (“Relevant Requirements”); (bii) comply with Medizone’s antiNTTE's Ethics, Anti-bribery, antibribery and Anti-corruption and ethics policies Policies in each case as Medizone NTTE or the relevant industry or regulatory body may update them from time to time (“Relevant Policies”);. (ciii) have and shall maintain in place throughout the term of this Agreement agreement its own policies and procedures to ensure compliance with the Relevant Requirements and the Relevant Policies, and will enforce them where appropriate; (div) promptly report to Medizone NTTE any request or demand for any undue or suspicious financial or other advantage of any kind received by the Distributor AGENCY in connection with the performance of this Agreementagreement; (ev) immediately notify Medizone NTTE (in writing) if a foreign public official in the Territory becomes an officer or employee of the Distributor AGENCY or acquires a direct or indirect interest in the Distributor, AGENCY (and the Distributor AGENCY warrants that it has no such foreign public officials as officers, employees or direct or indirect owners, officers or employees owners at the date of this Agreement;agreement): (fvi) within three (3) 1 months of the date of this Agreementagreement, and annually thereafter, certify to Medizone NTTE in writing signed by an officer of the DistributorAGENCY, compliance with this clause all relevant laws by the Distributor AGENCY and all persons referred to under Section 4.11(e). The Distributor within the AGENCY and the AGENCY shall provide such supporting evidence of compliance as Medizone NTTE may reasonably request. (gb) The Distributor AGENCY shall ensure that all of its suppliers, agents, supplier’s agents and subcontractors and other members of its group or Affiliates who perform services or provide goods services in connection with this Agreement agreement do so only on the basis of a written contract which imposes on and secures from such persons terms equivalent to those imposed on the Distributor in this Section 4.11 (“Relevant Terms”)AGENCY by NTTE. The Distributor AGENCY shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Medizone NTTE for any breach by such persons of any of the Relevant Terms. (h) Breach of this Section 4.11 shall be deemed a material breach.

Anti-Bribery Compliance. 3.1 The Distributor Introducer shall: (a) comply with all applicable laws, statutes, regulations, regulations and codes relating to anti-anti- bribery and anti-corruption in the Territory (“Relevant Requirements”); (b) comply with Medizone’s antiany Spigo Ethics and Anti-bribery, anti-corruption and ethics policies bribery Policy as Medizone or the relevant industry or regulatory body Spigo may update them from time to time (“Relevant Policies”); (c) have and shall maintain in place throughout the term of this Agreement agreement its own policies and procedures to ensure compliance with the Relevant Requirements and Requirements, the Relevant Policies, Policies and clause 3.1(b) and will enforce them where appropriate; (d) promptly report to Medizone Spigo any request or demand for any undue or suspicious financial or other advantage of any kind received by the Distributor Introducer in connection with the performance of this Agreementagreement; (e) immediately notify Medizone (Xxxxx in writing) writing if a foreign public official in the Territory becomes an officer or employee of the Distributor Introducer or acquires a direct or indirect interest in the DistributorIntroducer, and the Distributor Introducer warrants that it has no such foreign public officials as direct or indirect owners, officers or employees at the date of this Agreementagreement; (f) within three (3) months of the date of this Agreement, and annually thereafter, certify to Medizone in writing signed by an officer of the Distributor, compliance with this clause by the Distributor and all persons referred to under Section 4.11(e). The Distributor shall provide such supporting evidence of compliance as Medizone Spigo may reasonably request. (g) 3.2 The Distributor Introducer shall ensure that all of its suppliers, agents, subcontractors and other members of its group or Affiliates any person associated with the Introducer who perform is performing services or provide goods in connection with this Agreement do agreement does so only on the basis of a written contract which imposes on and secures from such persons person terms equivalent to those imposed on the Distributor Introducer in this Section 4.11 clause 3 (“Relevant Terms”). The Distributor Introducer shall be responsible for the observance and performance by such persons of the Relevant Terms, Terms and shall be directly liable to Medizone Spigo for any breach by such persons of any of the Relevant Terms. (h) 3.3 Breach of this Section 4.11 clause 3 by the Introducer shall be deemed a material breachbreach under clause 7.1(b). 3.4 For the purpose of this clause 3, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the UK Xxxxxxx Xxx 0000 and any guidance issued under section 9, sections 6(5), 6(6) and section 8 of that Act respectively. For the purpose of this clause 3, a person associated with the Introducer includes but is not limited to any agent, delegate or subcontractor of the Agent.

Anti-Bribery Compliance. 3.1 The Distributor Introducer shall: (a) comply with all applicable laws, statutes, regulations, regulations and codes relating to anti-anti- bribery and anti-corruption in the Territory (“Relevant Requirements”); (b) comply with Medizone’s antiany Spigo Ethics and Anti-bribery, anti-corruption and ethics policies bribery Policy as Medizone or the relevant industry or regulatory body Spigo may update them from time to time (“Relevant Policies”); (c) have and shall maintain in place throughout the term of this Agreement agreement its own policies and procedures to ensure compliance with the Relevant Requirements and Requirements, the Relevant Policies, Policies and clause 3.1(b) and will enforce them where appropriate; (d) promptly report to Medizone Spigo any request or demand for any undue or suspicious financial or other advantage of any kind received by the Distributor Introducer in connection with the performance of this Agreementagreement; (e) immediately notify Medizone (Spigo in writing) writing if a foreign public official in the Territory becomes an officer or employee of the Distributor Introducer or acquires a direct or indirect interest in the DistributorIntroducer, and the Distributor Introducer warrants that it has no such foreign public officials as direct or indirect owners, officers or employees at the date of this Agreementagreement; (f) within three (3) months of the date of this Agreement, and annually thereafter, certify to Medizone in writing signed by an officer of the Distributor, compliance with this clause by the Distributor and all persons referred to under Section 4.11(e). The Distributor shall provide such supporting evidence of compliance as Medizone Spigo may reasonably request. (g) 3.2 The Distributor Introducer shall ensure that all of its suppliers, agents, subcontractors and other members of its group or Affiliates any person associated with the Introducer who perform is performing services or provide goods in connection with this Agreement do agreement does so only on the basis of a written contract which imposes on and secures from such persons person terms equivalent to those imposed on the Distributor Introducer in this Section 4.11 clause 3 (“Relevant Terms”). The Distributor Introducer shall be responsible for the observance and performance by such persons of the Relevant Terms, Terms and shall be directly liable to Medizone Spigo for any breach by such persons of any of the Relevant Terms. (h) 3.3 Breach of this Section 4.11 clause 3 by the Introducer shall be deemed a material breachbreach under clause 7.1(b). 3.4 For the purpose of this clause 3, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the UK Xxxxxxx Xxx 0000 and any guidance issued under section 9, sections 6(5), 6(6) and section 8 of that Act respectively. For the purpose of this clause 3, a person associated with the Introducer includes but is not limited to any agent, delegate or subcontractor of the Agent.

Anti-Bribery Compliance. The Distributor 19.1 Consistent with the Supplier’s general compliance obligations under clause 18 (Compliance with laws and policies) the Supplier shall: (a) comply with all applicable laws, statutes, regulations, regulations and codes relating to anti-bribery and anti-corruption in including but not limited to the Territory Xxxxxxx Xxx 0000 (“Relevant Requirements”); (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Xxxxxxx Xxx 0000 if such activity, practice or conduct had been carried out in the UK; (c) comply with Medizone’s antiBYL's Ethics and Anti-bribery, anti-corruption and ethics policies bribery Policy as Medizone or the relevant industry or regulatory body BYL may update them from time to time (“Relevant Policies”); (cd) have and shall maintain in place throughout the term of this Agreement agreement its own policies and procedures, including adequate procedures under the Xxxxxxx Xxx 0000, to ensure compliance with the Relevant Requirements and Requirements, the Relevant PoliciesPolicies and clause 19.1(b), and will enforce them where appropriate; (de) promptly report to Medizone BYL any request or demand for any undue or suspicious financial or other advantage of any kind received by or offered to the Distributor Supplier in connection with the performance of this Agreementagreement; (ef) immediately notify Medizone BYL (in writing) if a foreign public official in the Territory becomes an officer or employee of the Distributor Supplier’s business or acquires a direct or indirect interest in the DistributorSupplier’s business, and the Distributor warrants Supplier warrant that it has no such foreign public officials as official is a direct or indirect ownersowner of the Supplier’s business or any part of it, or are officers or employees at the date of this Agreementagreement; (fg) within three (3) months of the date of this Agreementagreement, and annually thereafter, certify to Medizone BYL in writing signed by the Supplier or an officer of the DistributorSupplier’s business, compliance with this clause 19 by the Distributor Supplier and all persons referred to associated with the Supplier under Section 4.11(e)clause 19.2. The Distributor Supplier or an officer of the Supplier’s business shall provide such supporting evidence of compliance as Medizone BYL may reasonably request. (g) 19.2 The Distributor Supplier shall ensure that all of its suppliers, agents, subcontractors and other members of its group or Affiliates any person associated with the Supplier who perform is performing services or provide goods in connection with this Agreement do agreement does so only on the basis of a written contract which imposes on and secures from such persons person terms equivalent to those imposed on the Distributor Supplier in this Section 4.11 clause 19 (“Relevant Terms”). The Distributor Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, Terms and shall be directly liable to Medizone BYL for any breach by such persons of any of the Relevant Terms. (h) Breach 19.3 For the purpose of this Section 4.11 clause 19, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be deemed determined in accordance with section 7(2) of the Xxxxxxx Xxx 0000 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this clause 19, a material breachperson associated with the Retailer includes but is not limited to any agent, delegate or subcontractor of the Retailer.

Anti-Bribery Compliance. The Distributor shall: (a) With reference to the performance of the Services and associated activities under this Contract, and if applicable under the respective laws, the Contractor hereby represents and warrants that: it will comply with all applicable laws, statutes, regulations, codes and codes conventions relating to anti-bribery and anti-corruption including but not limited to (i) those of the jurisdiction of incorporation of the Contractor and the Contractor’s ultimate parent company; (ii) those of the principal place of business of the Contractor; (iii) the Corruption of Foreign Public Officials Act, S.C. 1998, c.34 (Canada); (iv) the Foreign Corrupt Practices Act of 1977 15 U.S.C. §§ 78dd-1, et seq. (United States of America); (v) the Bribery Act 2010 (United Kingdom); and (vi) the principles described in the Territory (“Relevant Requirements”); (b) comply with MedizoneConvention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on 17 December 1997, which entered into force on 15 February 1999, and the Convention’s anti-bribery, anti-corruption and ethics policies Commentaries; all as Medizone or the relevant industry or regulatory body may update them be amended and/or superseded from time to time (“Relevant PoliciesRequirements”); (c) have and shall maintain ; it has in place throughout and will maintain an anti-bribery and anti-corruption policy and adequate procedures to prevent any act of bribery or corruption being committed by it and to ensure compliance with all Relevant Requirements. Contractor will provide Company with a copy of such policy and procedures; during the term of this Agreement its own policies Contract, the Contractor agrees to keep and procedures retain detailed, accurate and up to ensure date books, accounts and records of all financial transactions made pursuant to this Contract which are sufficient to enable the Company to verify the Contractor’s compliance with its obligations under this Clause 28. The Contractor will not make any off-the-book accounts, payments or expenditures; no member of Contractor group of companies has made, offered, or authorized and that no member of the Contractor group of companies will make, offer, or authorize any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any public official or any person holding a legislative, administrative or judicial office (including any person employed by or acting for a public agency) or any political party or political party official or candidate for office, in violation of any of the Relevant Requirements Requirements; during the term of this Contract and following its expiry or termination, the Relevant Policies, and Contractor will enforce them where appropriate; (d) promptly report to Medizone the Company if the Contractor becomes aware or has reasonable grounds to believe that any request or demand for any undue or suspicious financial payment, gift, promise or other advantage has been requested, demanded, offered, accepted, paid or received in relation to the Service and associated activities under this Company. In such a circumstance, the Contractor shall cooperate in good faith with any investigations which the Company may seek to initiate in order to determine whether any such payment, gift, promise or other advantage has been requested, demanded, offered, accepted, paid or received; and the Contractor shall promptly notify the Company if, at any time during the term of this Contract, its circumstances, knowledge or awareness changes such that it would not be able to repeat the representations and warranties set out in this Clause 31 at the relevant time. Additionally, Contractor shall notify Company if it considers Contractor would not be able to repeat the representations and warranties set out in this Clause 31 at the relevant time. In either case, the PARTIES shall work together to provide assistance to one another for the purpose of compliance with any of the relevant requirements. Breach of any kind received by the Distributor in connection with the performance provision of this Agreement; (e) Clause 31 shall be deemed a material breach of this Contract and the Company may suspend or terminate this Contract immediately notify Medizone (on notice to the Contractor if it believes, in writing) if a public official in good faith and on reasonable grounds, that the Territory becomes an officer or employee Contractor has breached any of the Distributor or acquires a direct or indirect interest in the Distributor, and the Distributor warrants that obligations it has no such public officials as direct undertaken pursuant to this Clause 31. If the Company suspends or indirect owners, officers terminates this Contract for a known or employees at the date suspected breach of this Agreement; (f) within three (3) months Clause 31, the Contractor shall not be entitled to claim any compensation or remuneration in respect of such period of suspension or following termination, regardless of any activities or contracts with additional third parties entered into before termination. At the date request of this AgreementCompany, and annually thereafter, the Contractor will certify to Medizone the Company in writing signed by an officer two directors of the DistributorContractor, compliance with this clause Clause 31 by the Distributor Contractor and all persons referred to under Section 4.11(e)its Affiliates who are performing Services in connection with this Company. The Distributor Contractor shall provide such supporting evidence of compliance with this Clause 31 as Medizone the Company may reasonably request. (g) The Distributor shall ensure that all of its suppliers. Without limiting any other rights the Company may have against the Contractor, agents, subcontractors and other members of its group or Affiliates who perform services or provide goods in connection with this Agreement do so only on the basis of a written contract which imposes on and secures from such persons terms equivalent to those imposed on the Distributor in this Section 4.11 (“Relevant Terms”). The Distributor Contractor shall be responsible for the observance and performance by such persons shall save, indemnify, defend and hold harmless each member of the Relevant TermsCompany group of companies, from and shall be directly liable to Medizone for against all claims, losses, damages, costs (including legal costs), expenses and liabilities which such member of the Company group of companies may suffer, sustain, pay or incur arising by reason of any breach by such persons the Contractor or any member of the Contractor group of companies of any of the Relevant Termsrepresentations, warranties and obligations under this Clause 31. This Clause 31 will survive the expiry or termination of the Contract, notwithstanding anything to the contrary contained herein. (h) Breach of this Section 4.11 shall be deemed a material breach.”