Anti-Bribery. (a) Supplier shall: (i) comply with all applicable Law s relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); (ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (v) promptly report to Buyer any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with the performance of this Order; (b) Supplier shall ensure that any person associated with Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder). (c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2
Appears in 10 contracts
Samples: Terms of Purchase, Terms of Purchase, Terms of Purchase
Anti-Bribery. (a) Supplier shall: (i) comply with all applicable Law s relating to anti-bribery and anti-corruption including but not limited to the Bribery Prevention of Corruption Act 2010 1988 (the “Relevant Requirements”); (ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead the Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (v) promptly report to Buyer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Order;
(b) Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms Terms, and shall be directly liable to the Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2.
Appears in 5 contracts
Samples: Terms of Purchase, Terms of Purchase, Terms of Purchase
Anti-Bribery. (a) Supplier shall: (i) Each party shall comply with all applicable Law s laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited in any jurisdiction relevant to the parties and the supply of the Goods and/Services ("Applicable Bribery Act 2010 (Law"). No party shall place the “Relevant Requirements”); (ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; Applicable Bribery Law.
(ivb) have and Each party shall maintain in place throughout the term of this Order their Contract its own adequate policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant PoliciesApplicable Bribery Law, and will comply with enforce them where appropriate; . Where requested, both parties shall promptly answer reasonable enquiries relating to those policies and procedures.
(vc) The Seller shall promptly report to Buyer VICTREX any request or demand for any undue financial or other advantage of any kind received by Supplier the Seller in connection with the performance of this Order;Contract.
(bd) Supplier The Seller shall ensure that any person associated with Supplier of its personnel who is performing services perform Services or providing provide goods in connection with this Order Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier the Seller in this Section 15.5 clause (“Relevant "Applicable Bribery Terms”"). Supplier The Seller shall be responsible for the observance and performance by such persons its personnel of the Relevant Terms Applicable Bribery Terms, and shall be directly liable to Buyer VICTREX for any breach by such persons of any of the Relevant Applicable Bribery Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(ce) Breach of this Section 15.5 clause shall be deemed a material breach and not capable of remedy.
(f) In order to determine the Seller’s compliance with this Agreement under Section 11.2clause, VICTREX shall have the right to inspect the Seller's records such as travel and entertainment expenses and other disbursements incurred on behalf of VICTREX or in the course of providing the Goods and/or Services.
(g) The Seller is aware of VICTREX’s Code of Conduct and agrees that it will observe the terms thereof.
Appears in 4 contracts
Samples: Conditions of Purchase, Conditions of Purchase, Conditions of Purchase
Anti-Bribery. (a) Supplier shall: (i) comply with all applicable Law s Laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 in force in the United Kingdom (the “Relevant Requirements”); (ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-anti- corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead the Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (v) promptly report to Buyer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Order;
(b) Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to the Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement Order under Section 11.2.
Appears in 4 contracts
Samples: Terms of Purchase, Terms of Purchase, Terms of Purchase
Anti-Bribery. 3.1 Each Party shall ensure that it and persons associated with it or other persons who are performing services in connection with this User Agreement shall:
(a) Supplier shall: (i) comply with all applicable Law s laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 Xxxxxxx Xxx 0000 (the “Relevant Requirements”); ;
(iib) comply with not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Guide and Xxxxxxx Xxx 0000 if such other policies relating to ethicsactivity, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time practice or conduct had been carried out in the UK;
(the “Relevant Policies”); (iiic) not do, or omit to do, any act that will cause or lead Buyer MedCo to be in breach of any of the Relevant Requirements or Relevant Policies; .
(ivd) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (v) promptly immediately report to Buyer MedCo any request or demand for any undue financial or other advantage of any kind received by Supplier the Authorised User in connection with the performance of this OrderUser Agreement;
(be) Supplier have and shall maintain in place throughout the term of this User Agreement its own policies and procedures, including but not limited to adequate procedures under the Xxxxxxx Xxx 0000 ("the Relevant Policies"), to ensure that compliance with the Relevant Requirements, the Relevant Policies and Schedule 4 Clause 3.1(b), and will enforce them where appropriate.
3.2 The Authorised User, if requested, shall provide MedCo with any person associated with Supplier who is performing services reasonable assistance, at the Authorised User’s reasonable cost, to enable MedCo to perform any activity required by any relevant government or providing goods agency in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible any jurisdiction for the observance and performance by such persons purpose of compliance with any of the Relevant Terms and Requirements.
3.3 The Authorised User shall immediately notify MedCo if, at any time during the term of this User Agreement, its circumstances, knowledge or awareness changes such that it would not be directly liable able to Buyer for warrant its compliance with the obligations set out in Schedule 4 Clause 3.1 at the relevant time.
3.4 Regardless of any other provision in this User Agreement, MedCo shall not be obliged to, or omit to do any act which would, in its reasonable opinion put it in breach by such persons of any of the Relevant Terms. Whether Requirements.
3.5 For the purpose of Schedule 4 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 Bribery Act 2010 Xxxxxxx Xxx 0000 (and any guidance issued thereunderunder section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2
Appears in 3 contracts
Samples: User Agreement, User Agreement, User Agreement
Anti-Bribery. (a) Supplier 20.1 The Client shall: (i) , and shall procure that its officers, employees, agents and any other persons who perform the Services for and on behalf of it in connection with a Contract shall:
20.1.1 comply with all applicable Law s relating Anti-Bribery Laws;
20.1.2 not offer, promise, give, request, agree to antireceive, receive or accept a bribe or financial or other advantage or commit any corrupt act;
20.1.3 comply with Pericom’s Ethics and Anti-bribery and anti-corruption including but not limited Policy (available at xxx.xxxxxxx.xx.xx or at such other URL as is notified to the Bribery Act 2010 (the “Relevant Requirements”); (iiClient by Pericom from time to time) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer Pericom may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) ;
20.1.4 have and shall maintain in place throughout the term of this Order their all Contracts its own policies and procedures, including adequate procedures under the Bribery Act 2010Act, to ensure compliance with the Relevant Requirements Anti-Bribery Laws and the Relevant Policies, and will comply with enforce them where appropriate; and (v) promptly report to Buyer any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with the performance of this Order;
(b) Supplier shall ensure that 20.1.5 not do or omit to do any person associated with Supplier who is performing services act or providing goods in connection with this Order does so only on the basis of a written contract thing which imposes on and secures from such person terms equivalent constitutes or may constitute an offence under Anti-Bribery Laws;
20.1.6 not do or omit to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons do any act or thing which causes or may cause Pericom and/or any member of the Relevant Terms and shall Group to be directly liable in breach of and/or commit an offence under any Anti-Bribery Laws;
20.1.7 without prejudice to Buyer for condition 20.1.6, not do or omit to do any breach by such persons of act or thing which causes or may cause Pericom or any member of the Relevant Terms. Whether a person is associated with another person shall Group to be determined in accordance with guilty of an offence under section 7 of the Bribery Act 2010 (or would or may do so if Pericom was unable to prove that it had in place adequate procedures designed to prevent persons associated with it from undertaking such conduct); and
20.1.8 provide Pericom and any guidance issued thereunder)member of the Group (at the Client’s cost) with such reasonable assistance as it may require from time to time to enable it to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with any Anti-Bribery Laws.
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2
Appears in 3 contracts
Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement
Anti-Bribery. (a) Supplier LogRhythm shall: (ia) comply with all applicable Law s laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 Xxxxxxx Xxx 0000 (the “"Relevant Requirements”"); (iib) comply with not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Guide and Xxxxxxx Xxx 0000 if such other policies relating to ethicsactivity, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (practice or conduct had been carried out in the “Relevant Policies”)UK; (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (ivc) have and shall maintain in place throughout the term of this Order their agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010Xxxxxxx Xxx 0000 or any other applicable legislation, to ensure compliance with the Relevant Requirements and the Relevant PoliciesSection 13.3(b), and will comply with enforce them where appropriate; and (vd) promptly report to Buyer Customer any request or demand for any undue financial or other advantage of any kind received by Supplier LogRhythm in connection with the performance of this Order;
Agreement; (be) Supplier immediately notify Customer (in writing) if a foreign public official becomes an officer or employee of the LogRhythm and/or acquires a direct or indirect interest in the LogRhythm (and LogRhythm warrants that it has no foreign public officials as officers or employees and/or direct or indirect owners at the date of this Agreement); (f) on written request, certify to Customer in writing signed by an officer of LogRhythm, compliance with this Section 13.3 by LogRhythm and all persons associated with it and all other persons for whom the LogRhythm is responsible under Section 12.3(c). LogRhythm shall provide such supporting evidence of compliance as Customer may reasonably request. LogRhythm shall ensure that any person associated with Supplier LogRhythm who is performing services or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier LogRhythm in this Section 15.5 13.3 (“"Relevant Terms”"). Supplier LogRhythm shall in all circumstances be responsible for the observance and performance by such persons of the Relevant Terms and shall in all circumstances be directly liable to Buyer the Company for any breach by such persons of any of the Relevant TermsTerms howsoever. Whether Breach of this Section 13.3 shall be deemed an irredeemable material breach. For the purpose of this Section 13.3, 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 Bribery Act 2010 Xxxxxxx Xxx 0000 (and any guidance issued thereunderunder section 9 of that Act).
(c, sections 6(5) Breach and 6(6) of that Act and section 8 of that Act respectively, or if applicable, any equivalent provisions of any other applicable legislation in another jurisdiction. For the purposes of this Section 15.5 shall be deemed 15.3 a material breach person associated with LogRhythm includes but is not limited to any subcontractor of this Agreement under Section 11.2LogRhythm.
Appears in 3 contracts
Samples: End User License Agreement, End User License Agreement, End User License Agreement
Anti-Bribery. (a) Supplier shall: (i) comply with all applicable Law s relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); (ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead the Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (v) promptly report to Buyer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Order;
(b) Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms Terms, and shall be directly liable to the Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2
Appears in 3 contracts
Samples: Terms of Purchase, Terms of Purchase, Terms of Purchase
Anti-Bribery. 3.1 Each Party shall ensure that it and persons associated with it or other persons who are performing services in connection with this User Agreement shall:
(a) Supplier shall: (i) comply with all applicable Law s laws, statutes, regulations relating to anti-bribery and anti-corruption including corruption, including, but not limited to to, the Bribery Act 2010 Xxxxxxx Xxx 0000 (the “Relevant Requirements”); ;
(iib) comply with not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Guide and Xxxxxxx Xxx 0000 if such other policies relating to ethicsactivity, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time practice or conduct had been carried out in the UK;
(the “Relevant Policies”); (iiic) not do, or omit to do, any act that will cause or lead Buyer MedCo to be in breach of any of the Relevant Requirements or Relevant Policies; ;
(ivd) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (v) promptly immediately report to Buyer MedCo any request or demand for any undue financial or other advantage of any kind received by Supplier the IME in connection with the performance of this OrderUser Agreement;
(be) Supplier have and shall maintain in place throughout the term of this User Agreement its own policies and procedures, including, but not limited to, adequate procedures under the Xxxxxxx Xxx 0000 ("the Relevant Policies") to ensure that compliance with the Relevant Requirements, the Relevant Policies and Schedule 2, Clause 3.1(b), and will enforce them where appropriate.
3.2 The IME, if requested, shall provide MedCo with any person associated with Supplier who is performing services reasonable assistance, at the IME’s reasonable cost, to enable MedCo to perform any activity required by any relevant government or providing goods agency in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible any jurisdiction for the observance and performance by such persons purpose of the Relevant Terms and shall be directly liable to Buyer for any breach by such persons of compliance with any of the Relevant Terms. Whether Requirements.
3.3 The IME shall immediately notify MedCo if, at any time during the term of this User Agreement, its circumstances, knowledge or awareness changes such that it would not be able to warrant its compliance with the obligations in Schedule 2, Clause 3.1 at the relevant time.
3.4 For the purpose of Schedule 2, 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 Bribery Act 2010 Xxxxxxx Xxx 0000 (and any guidance issued thereunderunder section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
(c) Breach 3.5 Regardless of any other provision in this Section 15.5 User Agreement, MedCo shall not be deemed a material obliged to, or omit to do any act which would, in its reasonable opinion, put it in breach of this Agreement under Section 11.2any of the Relevant Requirements.
Appears in 3 contracts
Samples: User Agreement, User Agreement, User Agreement
Anti-Bribery. 28.1. The Customer shall, and shall procure that its staff, employees, agents and any other persons who perform its obligations under the Agreement (aor otherwise carries out activities in relation to it) Supplier for and on behalf of it in connection with the Agreement shall: (i) :
28.1.1. comply with all applicable Law s relating statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees and laws which relate to the anti-bribery and and/or anti-corruption corruption, including but not limited to the Bribery Act 2010 (the “Relevant Requirements”Anti-Bribery Laws); (ii) comply with the Guide and such ;
28.1.2. not offer, promise, give, request, agree to receive, receive or accept a bribe or financial or other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, advantage or omit to do, commit any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) corrupt act;
28.1.3. have and shall maintain in place throughout the term of this Order their the agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements Anti-Bribery Laws and the Relevant Policies, and will comply with enforce them where appropriate;
28.1.4. not do or omit to do any act or thing which constitutes or may constitute an offence under Anti-Bribery Laws;
28.1.5. not do or omit to do any act or thing which causes or may cause OUTSOURCE TELECOM to be in breach of and/or commit an offence under any Anti-Bribery Laws;
28.1.6. without prejudice to Clause 29, not do or omit to do any act or thing which causes or may cause OUTSOURCE TELECOM to be guilty of an offence under section 7 Bribery Act 2010 (or would or may do so if OUTSOURCE TELECOM was unable to prove that it had in place adequate procedures designed to prevent persons associated with it from undertaking such conduct); and and
28.1.7. provide OUTSOURCE TELECOM (vat the Customer's cost) with such reasonable assistance as it may require from time to time to enable it to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with any Anti- Bribery Laws.
28.2. The Customer shall:
28.2.1. promptly report to Buyer OUTSOURCE TELECOM any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with the performance of this Order;
the agreement by it or by its employees, agents or any other person who performs the Agreement (bor otherwise carries out activities in relation to it) Supplier shall ensure that any person associated with Supplier who is performing services for or providing goods on behalf of it in connection with the agreement; and
28.2.2. upon request, certify in writing that the Customer has complied with all of its obligations under this Order does so only Clause 28. The Customer shall provide such supporting evidence of compliance as OUTSOURCE TELECOM may reasonably request.
28.3. The Customer warrants to OUTSOURCE TELECOM that it has not, and its staff, employees, agents and any other persons who perform the Agreement (or otherwise carries out activities in relation to it) for or on behalf of it in connection with the basis Agreement have not breached any applicable Anti-Bribery Laws; been convicted of any offence involving bribery, corruption, fraud or dishonesty; offered, promised, given, requested, agreed to receive, received or accepted a written contract bribe or financial or other advantage or committed any corrupt act; done or omitted to do any act or thing which imposes on and secures from such constitutes or may constitute an offence under the Anti-Bribery Laws; done or omitted to do any act or thing which caused or may cause any person terms equivalent to those imposed on Supplier be in breach of and/or commit an offence under any Anti-Bribery Law; done or omitted to do any act or thing which caused or may cause any person to be guilty of an offence under section 7 Bribery Act 2010; or given any financial or other advantage, inducement or reward to any person in connection with the awarding or continuation in force of this Section 15.5 (“Relevant Terms”)agreement.
28.4. Supplier shall be responsible for OUTSOURCE TELECOM may terminate this Agreement immediately if the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any Customer is in breach by such persons of any of the Relevant Terms. Whether its obligations under this Clause 28 or if OUTSOURCE TELECOM has reasonable cause to believe that such a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder)breach has occurred or may occur.
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
Anti-Bribery. (a) Supplier shall: (i) 14.1 Patheon shall comply with all applicable Law s relating to antiIndivior’s Code of Business Conduct and Anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); (ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption Policy as Buyer may provide to Supplier and update amended from time to time (the “Relevant Policies”); , copies of which are attached as Exhibit F. The parties agree that:
(iiia) not do, or omit Indivior and Patheon are committed to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance conduct business with the Relevant Requirements highest degree of ethics and the Relevant Policies, integrity and will comply with them where appropriate; the letter and spirit of all relevant local and international laws and regulations such as the US Foreign Corrupt Practices Act (vFCPA) promptly report to Buyer and the UK Bribery Act 2010 and all other applicable anti-corruption laws, as well as any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with laws implementing the performance of this OrderUN Convention Against Corruption and the OECD Anti-Bribery Convention;
(b) Supplier shall ensure that any person associated with Supplier who is performing services or providing goods in In connection with this Order does so only on the basis Agreement, each party undertakes that its directors, employees and officers have not and shall not directly or indirectly (i) offer, provide, authorise for or promise to another person, or (ii) request, accept or agree to accept from another person any financial or other advantage or anything of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 value (“Relevant TermsBenefit”). Supplier shall be responsible , if such Benefit is for the observance and performance by purpose of influencing the receiving person improperly in his/her official capacity for the purpose of obtaining a business advantage, or where such persons of the Relevant Terms and shall be directly liable to Buyer for any breach by such persons Benefit would constitute a violation of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).Applicable Law;
(c) Breach In order to demonstrate compliance with Article 14 of this Section 15.5 Agreement, Patheon shall devise and maintain a system of adequate internal controls for expenditures made under this Agreement and keep books and records complete and accurate in order to reflect in reasonable detail the character and value of transactions and expenditures made under this Agreement.
(d) Neither party shall take any action in violation of the laws mentioned in this Article 14 as it relates to this Agreement.
(e) Each party shall give prompt written notice to the other if it has failed to comply with or has breached Article 14 of this Agreement.
(f) If in the reasonable opinion of a party, the other party fails to comply with applicable anti-corruption laws in any material respect, then such party shall be deemed entitled to terminate this Agreement upon written notice to the other arty.
(g) Any breach of the provisions of Article 14 shall constitute a material breach of this Agreement under Section 11.2Agreement.
Appears in 2 contracts
Samples: Master Manufacturing Services Agreement (Indivior PLC), Master Manufacturing Services Agreement (Indivior PLC)
Anti-Bribery. (a) 12.1 The Supplier shall: shall (i) comply with all applicable Law s laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); (ii) comply with not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Guide and Bribery Act 2010 if such other policies relating to ethicsactivity, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (practice or conduct had been carried out in the “Relevant Policies”)UK; (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their the Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with enforce them where appropriate; and (viv) promptly report to Buyer the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Agreement; and (v) immediately notify the Customer (in writing) if a foreign public official becomes an officer or employee of the Supplier and acquires a direct or indirect interest in the Supplier (and the Supplier warrants that it has no foreign public officials as officers or employees or as direct or indirect owners at the date of this Order;Agreement).
(b) 12.2 Without prejudice to clause 12.1, the Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods Goods in connection with this Order the Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Section 15.5 Clause 12 (“Relevant Terms”). The Supplier shall in all circumstances be responsible for the observance and performance by such persons of the Relevant Terms and shall in all circumstances be directly liable to Buyer the Customer for any breach by such persons of any of the Relevant Terms. Whether .
12.3 Breach of this Clause 12 shall be deemed a material breach, which is irremediable.
12.4 For the purpose of this Clause 12, 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 Bribery Act 2010 (and any guidance issued thereunderunder section 9 of that Act).
(c, sections 6(5) Breach and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this Section 15.5 shall be deemed Clause 12 a material breach person associated with the Supplier includes any consultant or subcontractor of this Agreement under Section 11.2the Supplier.
Appears in 2 contracts
Anti-Bribery. (a) Supplier LogRhythm shall: (ia) comply with all applicable Law s laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 Xxxxxxx Xxx 0000 (the “"Relevant Requirements”"); (iib) comply with not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Guide and Xxxxxxx Xxx 0000 if such other policies relating to ethicsactivity, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (practice or conduct had been carried out in the “Relevant Policies”)UK; (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (ivc) have and shall maintain in place throughout the term of this Order their agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010Xxxxxxx Xxx 0000 or any other applicable legislation, to ensure compliance with the Relevant Requirements and the Relevant PoliciesSection 14.3(b), and will comply with enforce them where appropriate; and (vd) promptly report to Buyer Customer any request or demand for any undue financial or other advantage of any kind received by Supplier LogRhythm in connection with the performance of this Order;
Agreement; (be) Supplier immediately notify Customer (in writing) if a foreign public official becomes an officer or employee of the LogRhythm and/or acquires a direct or indirect interest in the LogRhythm (and LogRhythm warrants that it has no foreign public officials as officers or employees and/or direct or indirect owners at the date of this Agreement); (f) on written request, certify to Customer in writing signed by an officer of LogRhythm, compliance with this Section 14.3 by LogRhythm and all persons associated with it and all other persons for whom the LogRhythm is responsible under Section 14.3(c). LogRhythm shall provide such supporting evidence of compliance as Customer may reasonably request. LogRhythm shall ensure that any person associated with Supplier LogRhythm who is performing services or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier LogRhythm in this Section 15.5 14.3 (“"Relevant Terms”"). Supplier LogRhythm shall in all circumstances be responsible for the observance and performance by such persons of the Relevant Terms and shall in all circumstances be directly liable to Buyer the Company for any breach by such persons of any of the Relevant TermsTerms howsoever. Whether Breach of this Section 14.3 shall be deemed an irredeemable material breach. For the purpose of this Section 14.3, 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 Bribery Act 2010 Xxxxxxx Xxx 0000 (and any guidance issued thereunderunder section 9 of that Act).
(c, sections 6(5) Breach and 6(6) of that Act and section 8 of that Act respectively, or if applicable, any equivalent provisions of any other applicable legislation in another jurisdiction. For the purposes of this Section 15.5 shall be deemed 14.3 a material breach person associated with LogRhythm includes but is not limited to any subcontractor of this Agreement under Section 11.2LogRhythm.
Appears in 2 contracts
Samples: End User License Agreement, End User License Agreement
Anti-Bribery. (a) Supplier 20.1 The Client shall: (i) , and shall procure that its officers, employees, agents and any other persons who perform the Services for and on behalf of it in connection with a Contract shall:
20.1.1 comply with all applicable Law s relating Anti-Bribery Laws;
20.1.2 not offer, promise, give, request, agree to antireceive, receive or accept a bribe or financial or other advantage or commit any corrupt act;
20.1.3 comply with Pericom’s Ethics and Anti-bribery and anti-corruption including but not limited Policy (available at xxx.xxxxxxx.xx.xx or at such other URL as is notified to the Bribery Act 2010 (the “Relevant Requirements”); (iiClient by Pericom from time to time) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer Pericom may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) ;
20.1.4 have and shall maintain in place throughout the term of this Order their all Contracts its own policies and procedures, including adequate procedures under the Bribery Act 2010Act, to ensure compliance with the Relevant Requirements Anti-Bribery Laws and the Relevant Policies, and will comply with enforce them where appropriate;
20.1.5 not do or omit to do any act or thing which constitutes or may constitute an offence under Anti-Bribery Laws;
20.1.6 not do or omit to do any act or thing which causes or may cause Pericom and/or any member of the Group to be in breach of and/or commit an offence under any Anti-Bribery Laws;
20.1.7 without prejudice to condition 20.1.6, not do or omit to do any act or thing which causes or may cause Pericom or any member of the Group to be guilty of an offence under section 7 of the Bribery Act (or would or may do so if Pericom was unable to prove that it had in place adequate procedures designed to prevent persons associated with it from undertaking such conduct); and
20.1.8 provide Pericom and any member of the Group (vat the Client’s cost) with such reasonable assistance as it may require from time to time to enable it to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with any Anti-Bribery Laws.
20.2 The Client shall:
20.2.1 promptly report to Buyer Pericom and any member of the Group any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with the performance of this Order;
(b) Supplier shall ensure that the Contract by it or by its officers, employees, agents or any other person associated with Supplier who is performing performs the services for or providing goods on behalf of it in connection with this Order does so only on the basis of Contract; and
20.2.2 upon request, certify in writing signed by a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons director of the Relevant Terms Client that the Client has complied with all of its obligations under this condition 20. The Client shall provide such supporting evidence of compliance as Pericom or any member of the Group may reasonably request.
20.3 The Client warrants to Pericom and shall all members of the Group that it has not, and its officers, employees, agents and any other persons who perform the services for or on behalf of it in connection with the Contract have not breached any applicable Anti-Bribery Laws; been convicted of any offence involving bribery, corruption, fraud or dishonesty; offered, promised, given, requested, agreed to receive, received or accepted a bribe or financial or other advantage or committed any corrupt act; done or omitted to do any act or thing which constitutes or may constitute an offence under the Anti-Bribery Laws; done or omitted to do any act or thing which caused or may cause any person to be directly liable in breach of and/or commit an offence under any Anti-Bribery Law; done or omitted to Buyer for do any act or thing which caused or may cause any person to be guilty of an offence under section 7 Bribery Act; or given any financial or other advantage, inducement or reward to any person in connection with the awarding or continuation in force of the Agreement.
20.4 Pericom and/or any member of the Group may terminate the Contract immediately if the Client is in breach by such persons of any of its obligations under this condition 20 or if Pericom or any member of the Relevant TermsGroup has reasonable cause to believe that such a breach has occurred or may occur. Whether a person is associated with another person shall be determined If Pericom or any member of the Group terminates the Contract in accordance with this condition 20.4, the Bribery Act 2010 (and Client shall not be entitled to claim any guidance issued thereunder)compensation or any further remuneration from Pericom or any member of the Group.
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
Anti-Bribery. (a) Supplier 8.1 The Customer shall: (i) :
8.1.1 comply with all applicable Law s laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); (ii) comply with the Guide and such other policies relating to ethics;
8.1.2 not engage in any activity, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not dopractice or conduct which would constitute an offence under sections 1, 2 or omit to do, any act that will cause or lead Buyer to be in breach of any 6 of the Relevant Requirements Bribery Act 2010 if such activity, practice or Relevant Policies; (iv) conduct had been carried out in the UK;
8.1.3 have and shall maintain in place throughout the term of this Order their 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 PoliciesClause 8.1.2, and will comply with enforce them where appropriate; and (v) ;
8.1.4 promptly report to Buyer StarTraq any request or demand for any undue financial or other advantage of any kind received by Supplier the Customer in connection with the performance of this OrderAgreement;
8.1.5 immediately notify StarTraq if a foreign public official becomes an officer or employee of the Customer or acquires a direct or indirect interest in the Customer (b) Supplier and the Customer warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement);
8.1.6 within 1 month of the date of this Agreement, and annually thereafter, certify to the Customer in writing signed by an officer of the Customer, compliance with this Clause 8 by the Customer and all persons associated with it and all other persons for whom the Customer is responsible under Clause 8.1.3. The Customer shall provide such supporting evidence of compliance as StarTraq may reasonably request.
8.2 Without prejudice to Clause 15.1 the Customer shall ensure that any person associated with Supplier the Customer who is performing services or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier the Customer in this Section 15.5 Clause 5 (“Relevant Terms”). Supplier The Customer shall in all circumstances be responsible for the observance and performance by such persons of the Relevant Terms Terms, and shall in all circumstances be directly liable to Buyer the Customer for any breach by such persons of any of the Relevant Terms. Whether Terms howsoever arising.
8.3 Breach of this Clause 8 shall be deemed a material breach, which is irredeemable, under Clause 12.2.1.
8.4 For the purpose of this Clause 8, 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 Bribery Act 2010 (and any guidance issued thereunderunder section 9 of that Act).
(c, sections 6(5) Breach and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this Section 15.5 shall be deemed Clause 8 a material breach person associated with the Customer includes but is not limited to any subcontractor of this Agreement under Section 11.2the Customer.
Appears in 2 contracts
Samples: Software Subscription Agreement, System Supply Agreement
Anti-Bribery. (a) Supplier shall: (i) The Grant Recipient shall comply with all applicable Law s laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); (ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (v) promptly report to Buyer any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with the performance of this Order;
(b) Supplier . The Grant Recipient shall ensure that any person associated with Supplier the Grant Recipient who is performing services services, or providing goods in connection with this Order agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier the Grant Recipient in this Section 15.5 clause 14 (“Relevant Terms”). Supplier The Grant Recipient shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer the Council for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person Breach of this clause 14 shall be determined deemed a cause for termination under clause 22 of this Agreement. The Grant Recipient warrant that they will duly observe all their obligations under the Data Protection Legislation which arise in connection with this Agreement. The Grant Recipient shall assist NIAB/ the Council at no additional charge in meeting any reasonable requests for information which are made to it in connection with the Freedom of Information Act 2000, the Environmental Information Regulations 2004, or any other similar guidelines, codes of practice, or legislation which arise in connection with this Agreement. The Grant Recipient acknowledges and agrees that all information submitted to NIAB/ the Council and the GKM Project by it will be subject to the requirements of the Freedom of Information Act 2000. For the avoidance of doubt NIAB/ the Council shall be responsible for determining whether Information is exempt information under the FOI Legislation and for determining what Information will be disclosed in response to an Information Request in accordance with the Bribery Act 2010 (and FOI Legislation. The Grant Recipient shall not itself respond to any guidance issued thereunder)person making an Information Request, save to acknowledge receipt, unless expressly authorised to do so by NIAB/ the Council.
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2
Appears in 2 contracts
Anti-Bribery. For the purpose of this clause 22, the meaning of adequate procedures and foreign public official shall be determined in accordance with section 7(2) of the Bribery Act 2010 (aand any guidance issued under section 9 of that Act), sections 6(5) Supplier shalland 6(6) of that Act and section 8 of that Act respectively. Both Parties: (i) shall comply with all applicable Law s laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”)2010; (ii) comply with the Guide and such other policies relating to ethicsshall not engage in any activity, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not dopractice or conduct which would constitute an offence under sections 1, 2 or omit to do, any act that will cause or lead Buyer to be in breach of any 6 of the Relevant Requirements Bribery Act 2010 if such activity, practice or Relevant Policiesconduct had been carried out in the UK; (iv) shall have and shall maintain in place throughout the term of this Order their 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 comply with them where appropriate; and (v) shall promptly report to Buyer the other Party any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with the performance of this Order;
(b) Supplier shall ensure Agreement; warrant that they have no foreign public officials as officers, employees or direct or indirect owners at the Effective Date of this Agreement and agree to immediately notify the other Party if during the validity of this Agreement a foreign public official becomes an officer or employee or acquires a direct or indirect interest. Either Party shall, upon the reasonable written request of the other Party provide such supporting evidence of compliance with this clause 22 as may be reasonably required. In the event that the Customer sub-contracts the provision of any person associated with Supplier who is performing element of this Agreement to any person, or receives any services or providing goods in connection with this Order does so only on its performance of the basis of a written contract which imposes on and secures Agreement from any person, (each such person terms equivalent to being an “Associated Person”), it shall impose upon such Associated Person anti-bribery obligations that are no less onerous than those imposed on Supplier upon the Customer in this Section 15.5 (“Relevant Terms”)Agreement. Supplier The Customer shall be responsible liable to Kerv for the observance acts and performance by omissions of each Associated Person in relation to compliance with such persons anti-bribery obligations (or, where the Customer has failed to impose such obligations, the obligations that the Associated Person would be under if the Customer had complied with the obligation under this clause) as if such acts or omissions were those of the Relevant Terms Customer itself. The Customer shall indemnify Kerv against any losses, liabilities, damages, costs and shall be directly liable to Buyer for any breach by such persons expenses incurred by, or awarded against, Xxxx as a result of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2clause 22 (Anti Bribery) including any liability that the Customer has to Kerv, by virtue of the acts or omissions of any Associated Person. AUDIT Xxxx hereby agree for the Customer to perform an annual audit of Kerv, pursuant to this clause 23: An audit shall be agreed in advance between the Parties and such agreement shall confirm the scope and procedure of the audit; and The annual audit shall require no more than four (4) hours of Kerv time; and The audit shall reasonably rely on: the provision of Kerv (business practice) standard certifications (including Kerv security certificates); readily available information from public sources and the Kerv website. An audit which, at Kerv’s sole determination, is expected to exceed the provision of Kerv standard certifications and publicly available information, will be chargeable on a Kerv professional services hourly rate. Costs for such shall be borne by Customer, unless agreed otherwise in writing.
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
Anti-Bribery. 12.1 The Reseller shall:
(a) Supplier shall: (i) comply with all applicable Law s laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption or any similar laws, regulations, code and sanctions in any relevant jurisdiction, including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); ;
(ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iiib) not doengage in any activity, practice or omit to doconduct which would constitute an offence under sections 1, any act that will cause 2 or lead Buyer to be in breach of any 6 of the Relevant Requirements Bribery Act 2010 if such activity, practice or Relevant Policies; conduct had been carried out in the UK;
(ivc) have and shall maintain in place throughout the term of this Order their Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 20102010 or any similar laws in any jurisdiction, to ensure compliance with the Relevant Requirements and Requirements, the Relevant Policies, Policies and clause 12.1(b) and will comply with enforce them where appropriate; and ;
(vd) promptly report to Buyer CloudM any request or demand for any undue financial or other advantage of any kind received by Supplier the Reseller in connection with the performance of this Order;Agreement; and
(be) Supplier immediately notify CloudM (in writing) if a foreign public official becomes an officer or employee of the Reseller (and the Reseller warrants that it has no foreign public officials as officers or employees or direct or indirect owners at the date of this Agreement).
12.2 Without prejudice to clause 12.1 the Reseller shall ensure that any person associated with Supplier the Reseller who is performing services or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier the Reseller in this Section 15.5 clause 12 (“Relevant Terms”). Supplier The Reseller shall in all circumstances be responsible for the observance and performance by such persons of the Relevant Terms Terms, and shall in all circumstances be directly liable to Buyer CloudM for any breach by such persons of any of the Relevant Terms. Whether Terms howsoever arising.
12.3 Breach of this clause 12 shall be deemed a material breach, which is not capable of being remedied, under clause 18.3(a).
12.4 For the purpose of this clause 12, 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 Bribery Act 2010 (and any guidance issued thereunderunder section 9 of that Act).
(c, sections 6(5) Breach and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this Section 15.5 shall be deemed clause 12 a material breach person associated with the Reseller includes any subcontractor of this Agreement under Section 11.2the Reseller.
Appears in 2 contracts
Samples: Standard Reseller Terms, Reseller Agreement
Anti-Bribery. (a) Supplier shall: (i) comply with all applicable Law s relating to anti-bribery and anti-corruption including but not limited to the Unfair Competition Prevention Act of Japan and the Bribery Act 2010 of the United Kingdom (the “Relevant Requirements”); (ii) comply with the Guide guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead the Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Unfair Competition Prevention Act of Japan and Bribery Act 20102010 of the United Kingdom, as applicable, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (v) promptly report to Buyer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Order;
(b) Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms Terms, and shall be directly liable to the Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Unfair Competition Prevention Act of Japan and Bribery Act 2010 of the United Kingdom, as applicable (and any guidance issued thereunder).
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2
Appears in 2 contracts
Samples: Terms of Purchase, Terms of Purchase
Anti-Bribery. (a) a. The Supplier shall: (i) comply shall perform all work as part of the contractual relationship with all applicable Law s relating to anti-bribery the Buyer in a manner consistent with the Applicable Laws and anti-corruption regulations, including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); (ii) comply with the Guide and such other policies relating to ethics, anti-all applicable anti- bribery and antiantitrust laws. The Supplier, including any employee of the Supplier, shall not make or provide, any payment or benefit directly or indirectly to government officials, healthcare professionals, customers, business partners, Buyer’s employees or any other person in order to secure an improper benefit or unfair business advantage, improperly influence private or official decision-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not domaking, or omit induce someone to do, breach professional duties or standards. The Supplier shall also adhere to the principles of sustainability set forth in Clause 17.2.
b. The Supplier shall immediately report to the Buyer in writing any act that will cause suspected or lead Buyer to be in breach of any detected violation of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (v) promptly report to Buyer any request or demand for any undue financial or other advantage of any kind received by Supplier above principles in connection with the performance Buyer’s business and, in such cases, shall cooperate fully with the Buyer in reviewing the matter. In the event that the Buyer believes, in good faith, that the Supplier has violated any of the above principles, upon the Buyer’s request, the Supplier shall provide a written statement concerning such allegations without undue delay. If such written statement fails to remove reasonable doubts as to full compliance with the above principles, the Buyer shall have the unilateral right to terminate this PO with immediate effect in accordance with Article 17.1 (d) below. The obligations of the Supplier under this provision will remain in effect after expiration or termination of this Order;PO in any case.
c. In case of subcontracting (to the extent permissible under this PO), the Supplier shall enter in to a written agreement with the subcontractor containing terms that are similar to and at least as stringent as the terms of this Clause.
d. Where the Supplier breaches the commitment stated in Articles 17.1 (a), (b) Supplier shall ensure that any person associated with Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Breach as mentioned above, the Buyer is entitled to immediately terminate this Contract without compensation to the Supplier or any relevant party any damage or loss whatsoever relating to the termination of this Section 15.5 shall be deemed a material breach of PO for the reasons stated in this Agreement under Section 11.2Article.
Appears in 1 contract
Samples: General Conditions of Purchase
Anti-Bribery. 17.1 The Supplier shall:
(a) Supplier shall: (i) comply with all applicable Law s laws, regulations, codes and sanctions relating to anti-anti- bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); ;
(iib) [not engage in 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;]
(c) comply with the Guide and such other policies relating to Customer's ethics, anti-bribery and anti-corruption as Buyer policies and the relevant industry body code and may provide to Supplier and update them from time to time (the “Relevant Policies”); .
(iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (ivd) have and shall maintain in place throughout the term of this Order their agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and Requirements[, the Relevant Policies] [and clause 17.1(b)], and will comply with enforce them where appropriate; and ;
(ve) promptly report to Buyer the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Orderagreement;
(bf) immediately notify the Customer (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier (and the Supplier warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this agreement);
(g) within 3 months of the date of this agreement, and annually thereafter, certify to the Customer in writing signed by an officer of the Supplier, compliance with this clause 17 by the Supplier and all persons associated with it and all other persons for whom the Supplier is responsible under clause 17.1(d). The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request.
17.2 The Supplier shall ensure that any person associated with the Supplier who is performing services [or providing goods goods] in connection with this Order agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Section 15.5 clause 17 (“Relevant Terms”). The Supplier shall in all circumstances be responsible for the observance and performance by such persons of the Relevant Terms Terms, and shall in all circumstances be directly liable to Buyer the Customer for any breach by such persons of any of the Relevant Terms. Whether .
17.3 Breach of this clause 17 shall be deemed a material breach, which is irredeemable, under clause 18.3(b).
17.4 For the purpose of this clause 17, 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 Bribery Act 2010 (and any guidance issued thereunderunder section 9 of that Act).
(c, sections 6(5) Breach and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this Section 15.5 shall be deemed clause 17 a material breach person associated with the Supplier includes any subcontractor of this Agreement under Section 11.2the Supplier.
Appears in 1 contract
Samples: Support Agreement
Anti-Bribery. (a) 11.1 The Supplier shall: (i) :
11.1.1. comply with all applicable Law s laws, statutes, and regulations relating to anti-bribery and anti-anti- corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); (ii) ;
11.1.2. not engage in 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;
11.1.3. comply with the Guide any ethics and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide policy of the Customer notified to the Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) ;
11.1.4. have and shall maintain in place throughout the term of this Order their Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and Requirements, the Relevant PoliciesPolicies and Clause 11.1.2, and will comply with enforce them where appropriate; and (v) ;
11.1.5. promptly report to Buyer the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Order;Agreement; and
(b) 11.1.6. upon request, certify to the Customer in writing signed by an officer of the Supplier, compliance with this Clause 11 by the Supplier and all persons associated with it under Clause 11.2. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request.
11.2 The Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods the Services in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Section 15.5 Clause 11 (“Relevant Terms”). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer the Customer for any breach by such persons of any of the Relevant Terms.
11.3 The Supplier shall keep at its normal place of business detailed, accurate and up to date records and books of account showing all payments made by the Supplier in connection with this Agreement and the steps taken by the Supplier to comply with the Relevant Requirements and the Relevant Policies, in each case during the previous six years. Whether a The Supplier shall ensure that such records and books of account are sufficient to enable the Customer to verify the Supplier’s compliance with its obligations under this Clause 11.
11.4 The Supplier warrants and represents that:
11.4.1 neither the Supplier nor any of its officers or employees:
(i) has been convicted of any offence involving bribery or corruption, fraud or dishonesty;
(ii) having made reasonable enquiries, so far as it is aware, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Relevant Requirements; or
(iii) has been or is listed by any government agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programs or other government contracts;
11.4.2 none of the officers or employees of the Supplier or any person is associated with another it or any other person shall be determined who is performing the Services in accordance connection with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement is a foreign public official; and
11.4.3 no foreign public official owns a direct or indirect interest in the Supplier or any person associated with it or any other person for whom the Supplier is responsible under Section 11.2Xxxxxx
Appears in 1 contract
Samples: Master Services Agreement
Anti-Bribery. (a) Supplier LogRhythm shall: (ia) comply with all applicable Law s laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 Xxxxxxx Xxx 0000 (the “"Relevant Requirements”"); (iib) comply with not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Guide and Xxxxxxx Xxx 0000 if such other policies relating to ethicsactivity, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (practice or conduct had been carried out in the “Relevant Policies”)UK; (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (ivc) have and shall maintain in place throughout the term of this Order their agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010Xxxxxxx Xxx 0000 or any other applicable legislation, to ensure compliance with the Relevant Requirements and the Relevant PoliciesSection 13.3(b), and will comply with enforce them where appropriate; and (vd) promptly report to Buyer Customer any request or demand for any undue financial or other advantage of any kind received by Supplier LogRhythm in connection with the performance of this Order;
Agreement; (be) Supplier immediately notify Customer (in writing) if a f oreign public official becomes an officer or employee of the LogRhythm and/or acquires a direct or indirect interest in the LogRhythm (and LogRhythm warrants that it has no foreign public officials as officers or employees and/or direct or indirect owners at the date of this Agreement); (f ) on written request, certify to Customer in writing signed by an officer of LogRhythm, compliance with this Section Error! Reference source not found. by LogRhythm and all persons associated with it and all other persons f or whom the LogRhythm is responsible under Section Error! Reference source not found.(c). LogRhythm shall provide such supporting evidence of compliance as Customer may reasonably request. LogRhythm shall ensure that any person associated with Supplier LogRhythm who is performing perf orming services or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier LogRhythm in this Section 15.5 Error! Reference source not found. (“"Relevant Terms”"). Supplier LogRhythm shall in all circumstances be responsible for the observance and performance by such persons of the Relevant Terms and shall in all circumstances be directly liable to Buyer the Company for any breach by such persons of any of the Relevant TermsTerms howsoever. Whether Breach of this Section 13.3 shall be deemed an irredeemable material breach. For the purpose of this Section Error! Reference source not found., 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 Bribery Act 2010 Xxxxxxx Xxx 0000 (and any guidance issued thereunderunder section 9 of that Act).
(c, sections 6(5) Breach and 6(6) of that Act and section 8 of that Act respectively, or if applicable, any equivalent provisions of any other applicable legislation in another jurisdiction. For the purposes of this Section 15.5 shall be deemed Error! Reference source not found. a material breach person associated with LogRhythm includes but is not limited to any subcontractor of this Agreement under Section 11.2LogRhythm.
Appears in 1 contract
Samples: End User License Agreement
Anti-Bribery. 28.1. The Customer shall, and shall procure that its staff, employees, agents and any other persons who perform its obligations under the Agreement (aor otherwise carries out activities in relation to it) Supplier for and on behalf of it in connection with the Agreement shall: (i) :
28.1.1. comply with all applicable Law s relating statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees an laws which relate to the anti-bribery and and/or anti-corruption corruption, including but not limited to the Bribery Act 2010 (the “Relevant Requirements”Anti-Bribery Laws); (ii) comply with the Guide and such ;
28.1.2. not offer, promise, give, request, agree to receive, receive or accept a bribe or financial or other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, advantage or omit to do, commit any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) corrupt act;
28.1.3. have and shall maintain in place throughout the term of this Order their the agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements Anti-Bribery Laws and the Relevant Policies, and will comply with enforce them where appropriate;
28.1.4. not do or omit to do any act or thing which constitutes or may constitute an offence under Anti-Bribery Laws;
28.1.5. not do or omit to do any act or thing which causes or may cause ACS BUSINESS to be in breach of and/or commit an offence under any Anti-Bribery Laws;
28.1.6. without prejudice to Clause 29, not do or omit to do any act or thing which causes or may cause ACS BUSINESS to be guilty of an offence under section 7 Bribery Act 2010 (or would or may do so if ACS BUSINESS was unable to prove that it had in place adequate procedures designed to prevent persons associated with it from undertaking such conduct); and and
28.1.7. provide ACS BUSINESS (vat the Customer's cost) with such reasonable assistance as it may require from time to time to enable it to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with any Anti- Bribery Laws.
28.2. The Customer shall:
28.2.1. promptly report to Buyer ACS BUSINESS any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with the performance of this Order;
the agreement by it or by its employees, agents or any other person who performs the Agreement (bor otherwise carries out activities in relation to it) Supplier shall ensure that any person associated with Supplier who is performing services for or providing goods on behalf of it in connection with the agreement; and
28.2.2. upon request, certify in writing that the Customer has complied with all of its obligations under this Order does so only Clause 28. The Customer shall provide such supporting evidence of compliance as ACS BUSINESS may reasonably request.
28.3. The Customer warrants to ACS BUSINESS that it has not, and its staff, employees, agents and any other persons who perform the Agreement (or otherwise carries out activities in relation to it) for or on behalf of it in connection with the basis Agreement have not breached any applicable Anti-Bribery Laws; been convicted of any offence involving bribery, corruption, fraud or dishonesty; offered, promised, given, requested, agreed to receive, received or accepted a written contract bribe or financial or other advantage or committed any corrupt act; done or omitted to do any act or thing which imposes on and secures from such constitutes or may constitute an offence under the Anti-Bribery Laws; done or omitted to do any act or thing which caused or may cause any person terms equivalent to those imposed on Supplier be in breach of and/or commit an offence under any Anti-Bribery Law; done or omitted to do any act or thing which caused or may cause any person to be guilty of an offence under section 7 Bribery Act 2010; or given any financial or other advantage, inducement or reward to any person in connection with the awarding or continuation in force of this Section 15.5 (“Relevant Terms”)agreement.
28.4. Supplier shall be responsible for ACS BUSINESS may terminate this Agreement immediately if the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any Customer is in breach by such persons of any of the Relevant Terms. Whether its obligations under this Clause 28 or if ACS BUSINESS has reasonable cause to believe that such a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder)breach has occurred or may occur.
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2
Appears in 1 contract
Samples: Master Services Agreement
Anti-Bribery. (a) Supplier LogRhythm shall: (ia) comply with all applicable Law s laws, regulations, codes and sanctions relating to anti-bribery and anti-anti- corruption including but not limited to the Bribery Act 2010 Xxxxxxx Xxx 0000 (the “"Relevant Requirements”"); (iib) comply with not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Guide and Xxxxxxx Xxx 0000 if such other policies relating to ethicsactivity, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (practice or conduct had been carried out in the “Relevant Policies”)UK; (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (ivc) have and shall maintain in place throughout the term of this Order their agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010Xxxxxxx Xxx 0000 or any other applicable legislation, to ensure compliance with the Relevant Requirements and the Relevant PoliciesSection 12.3(b), and will comply with enforce them where appropriate; and (vd) promptly report to Buyer Customer any request or demand for any undue financial or other advantage of any kind received by Supplier LogRhythm in connection with connectionwith the performance of this Order;
Agreement; (be) Supplier immediately notify Customer (in writing) if a foreign public official becomes an officer or employee of the LogRhythm and/or acquires a direct or indirect interest in the LogRhythm (and LogRhythm warrants that it has no foreign public officials as officers or employees and/or direct or indirect owners at the date of this Agreement); (f) on written request, certify to Customer in writing signed by an officer of LogRhythm, compliance with this Section Error! Reference source not found. by LogRhythm and all persons associated with it and all other persons for whom the LogRhythm is responsible under Section Error! Reference source not found.(c). LogRhythm shall provide such supporting evidence of compliance as Customer may reasonably request. LogRhythm shall ensure that any person associated with Supplier LogRhythm who is performing services or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier LogRhythm in this Section 15.5 Error! Reference source not found. (“"Relevant Terms”"). Supplier LogRhythm shall in all circumstances be responsible for the observance and performance by such persons of the Relevant Terms and shall in all circumstances be directly liable to Buyer the Company for any breach by such persons of any of the Relevant TermsTerms howsoever. Whether Breach of this Section 12.3 shall be deemed an irredeemable material breach. For the purpose of this Section Error! Reference source not found., 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 Bribery Act 2010 Xxxxxxx Xxx 0000 (and any guidance issued thereunderunder section 9 of that Act).
(c, sections 6(5) Breach and 6(6) of that Act and section 8 of that Act respectively, or if applicable, any equivalent provisions of any other applicable legislation in another jurisdiction. For the purposes of this Section 15.5 shall be deemed Error! Reference source not found. a material breach person associated with LogRhythm includes but is not limited to any subcontractor of this Agreement under Section 11.2LogRhythm.
Appears in 1 contract
Samples: End User License Agreement
Anti-Bribery. (a) Supplier shall: (i) comply with all applicable Law s relating to anti-bribery and anti-corruption including but 28.1 The Caterer undertakes that it:
28.1.1 has not limited to committed an offence under the Bribery Act 2010 (the “Relevant Requirements”a "Bribery Offence"); (ii) comply with the Guide and such other policies ;
28.1.2 has not been formally notified that it is subject to an investigation relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, alleged Bribery Offences or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures prosecution under the Bribery Act 2010; and
28.1.3 is not aware of any circumstances that could give rise to an investigation relating to an alleged Bribery Offence or prosecution under the Bribery Act 2010.
28.2 The Caterer agrees that it:
28.2.1 has in place, and shall maintain until termination of this Agreement, adequate documented procedures designed to ensure compliance prevent persons associated with the Relevant Requirements and the Relevant PoliciesCaterer (including an employee, and will comply with them where appropriate; and (v) promptly report to Buyer any request sub-contractor or demand for any undue financial agent or other advantage of any kind received by Supplier in connection with the performance of this Order;
(b) Supplier shall ensure that any person associated with Supplier who is performing services or providing goods in connection with this Order does so only third party working on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons behalf of the Relevant Terms and Caterer or any Group company) (an "Associated Person") from committing a Bribery Offence; and
28.2.2 shall be directly liable to Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance comply with the Bribery Act 2010 (and shall not, and shall procure that no Associated Person shall, commit any guidance issued thereunder).Bribery Offence or any act which would constitute a Bribery Offence; and
(c) Breach 28.2.3 shall not do or permit anything to be done which would cause the Operator or the Grantor or any of the Operator's or Grantor's employees, sub-contractors or agents to commit a Bribery Offence or incur any liability in relation to the Bribery Act; and
28.2.4 shall notify the Operator immediately in writing if it becomes aware or has reason to believe that it has, or any of its Associated Persons have, breached or potentially breached any of the Caterer's obligations under this Section 15.5 shall be deemed a material Clause 28.2.4, such notice to set out full details of the circumstances concerning the breach or potential breach of this Agreement under Section 11.2the Caterer's obligations.
Appears in 1 contract
Samples: Catering Agreement
Anti-Bribery. (a) Supplier LogRhythm shall: (ia) comply with all applicable Law s laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 Xxxxxxx Xxx 0000 (the “"Relevant Requirements”"); (iib) comply with not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Guide and Xxxxxxx Xxx 0000 if such other policies relating to ethicsactivity, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (practice or conduct had been carried out in the “Relevant Policies”)UK; (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (ivc) have and shall maintain in place throughout the term of this Order their agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010Xxxxxxx Xxx 0000 or any other applicable legislation, to ensure compliance with the Relevant Requirements and the Relevant PoliciesSection Error! Reference source not found.(b), and will comply with enforce them where appropriate; and (vd) promptly report to Buyer Customer any request or demand for any undue financial or other advantage of any kind received by Supplier LogRhythm in connection with the performance of this Order;
Agreement; (be) Supplier immediately notify Customer (in writing) if a foreign public official becomes an officer or employee of the LogRhythm and/or acquires a direct or indirect interest in the LogRhythm (and LogRhythm warrants that it has no foreign public officials as officers or employees and/or direct or indirect owners at the date of this Agreement); (f) on written request, certify to Customer in writing signed by an officer of LogRhythm, compliance with this Section Error! Reference source not found. by LogRhythm and all persons associated with it and all other persons for whom the LogRhythm is responsibleunder Section Error! Reference source not found.(c). LogRhythm shall provide such supporting evidence of compliance as Customer may reasonably request. LogRhythm shall ensure that any person associated with Supplier LogRhythm who is performing services or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier LogRhythm in this Section 15.5 Error! Reference source not found. (“"Relevant Terms”"). Supplier LogRhythm shall in all circumstances be responsible for the observance and performance by such persons of the Relevant Terms Terms, and shall in all circumstances be directly liable to Buyer the Company for any breach by such persons of any of the Relevant TermsTerms howsoever. Whether Breach of this Section Error! Reference source not found. shall be deemed an irredeemable material breach. For the purpose of this Section Error! Reference source not found., 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 Bribery Act 2010 Xxxxxxx Xxx 0000 (and any guidance issued thereunderunder section 9 of that Act).
(c, sections 6(5) Breach and 6(6) of that Act and section 8 of that Act respectively, or if applicable, any equivalent provisions of any other applicable legislation in another jurisdiction. For the purposes of this Section 15.5 shall be deemed Error! Reference source not found. a material breach person associated with LogRhythm includes but is not limited to any subcontractor of this Agreement under Section 11.2LogRhythm.
Appears in 1 contract
Samples: End User License Agreement
Anti-Bribery. (a) Supplier 15.1. The Distributor shall: :
(i) comply with all applicable Law s provisions of the Bxxxxxx Xxx 0000 and all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to in the jurisdiction of the Distributor (Anti-Bribery Act 2010 (the “Relevant Requirements”Laws); ;
(ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not dodo anything which, or omit to dodo anything the omission to do which, any act that will cause would or might lead Buyer to be Usborne being in breach of any Anti-Bribery Laws;
(iii) comply with Usborne's Anti-Bribery Policy, a copy of which as at the Relevant Requirements or Relevant Policies; date hereof is attached to this Agreement as Schedule 3 (Anti-Bribery Policy);
(iv) have and shall maintain in place throughout the term of this Order their Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements Anti-Bribery Laws and the Relevant PoliciesAnti-Bribery Policy, and will comply with take all necessary steps to enforce them where appropriate; and ;
(v) promptly report to Buyer Usborne any request or demand for any undue financial or other advantage of any kind received by Supplier the Distributor in connection with the performance of this OrderAgreement;
(bvi) Supplier immediately notify Usborne (in writing) if a foreign public official 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 foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement);
(vii) within three months of the date of this Agreement, and annually thereafter, certify to Usborne in writing signed by an officer of the Distributor, compliance with this Clause 15.1 by the Distributor and all persons associated with it under Clause 15.1(viii)). The Distributor shall provide such supporting evidence of compliance as Usborne may reasonably request;
(viii) ensure that any person associated with Supplier the Distributor (including all independent MLM sales consultants) who is performing services or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier the Distributor in this Section 15.5 Clause 15 (“Relevant Terms”). Supplier The Distributor shall be responsible for the observance and performance by such persons of the Relevant Terms Terms, and shall be directly liable to Buyer Usborne for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Breach 15.2. The Distributor acknowledges that breach of this Section 15.5 Clause 15 shall be deemed a material material, irremediable breach of this Agreement under Section 11.2Agreement.
Appears in 1 contract
Samples: Distribution Agreement (Educational Development Corp)
Anti-Bribery. (a) Supplier As a service provider to BMJ, you agree that you shall: (ia) comply with all applicable Law s laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 (iias amended) if such activity, practice or conduct had been carried out in the UK; (c) comply with the Guide any Publisher Ethics and such other policies relating to ethics, antiAnti-bribery and anti-corruption as Buyer may provide Policy supplied to Supplier and update you from time to time including as contained as follows (the “Relevant Policies”)): xxxx://xxxxx.xxx.xxx/group/about/corporate/Anti- Bribery%20and%20Corruption%20Policy%20- August%202012.pdf; (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (vd) promptly report to Buyer the Chief Executive Officer or Chairman of the Publisher any request or demand for any undue financial or other advantage of any kind received by Supplier you in connection with the performance of this Order;
(b) Supplier shall ensure that any person associated with Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Agreement; Breach of this Section 15.5 Clause shall be deemed a material breach of this Agreement. To the fullest extent permitted by law, this Agreement under Section 11.2will be governed by the laws of England and shall be governed and construed in accordance with the laws of England whose courts shall have exclusive jurisdiction, unless as at the date of formation of this Agreement either i) an English judgment could not be enforced in the Corresponding Author’s stated country location; or ii) it would take six months or more for BMJ to enforce an English judgment in the Corresponding Author’s stated country location, then it is hereby agreed that this Agreement shall be governed by the laws of the Corresponding Author’s stated country (or state if applicable) and their courts shall have jurisdiction. Notwithstanding any of the above, this clause is governed by the laws of England. “I [insert full name] The Corresponding Author of this article contained within the original manuscript which includes any diagrams & photographs and any related or stand alone film submitted (the Contribution”) has the right to grant on behalf of all authors and does grant on behalf of all authors, a license to the BMJ Publishing Group Ltd and its licensees, to permit this Contribution (if accepted) to be published in any BMJ products and to exploit all subsidiary rights, as set out in our license set out at: xxxx://xxxxxxxx.xxx.xxx/site/authors/JIM_license.pdf trainee, and the following cover sheet will be accepted by BMJ and NIH and incorporated into the above License xxxx://xxxxx.xxx.xxx/products/journals/instructions-for- authors/nihcoversheet.pdf The following statement must be included in your manuscript for US Federal Government employees acting in the course of their employment: “I [insert full name] The Corresponding Author has the right on behalf of all Contributors to seek publication by BMJ of all content within the submitted Contribution or as later submitted (which includes without limitation any diagrams, photographs, other illustrative material, video, film or any other material howsoever submitted by any of the Contributors at any time and related to this article) and to grant the warranties all as fully set out here: xxxx://xxxxxxxx.xxx.xxx/site/authors/JIM_license.pdf Please tick one or more boxes as appropriate on the submission system: I am the sole author of the Contribution. I am one author signing on behalf of all co- authors of the Contribution. The Contribution has been made in the course of my employment and I am signing as authorised by my employer. I am a US Federal Government employee acting in the course of my employment. I am not a US Federal Government employee, but some or all of my co-authors are.
Appears in 1 contract
Samples: License Agreement
Anti-Bribery. 13.1 The Supplier shall:
(a) Supplier shall: (i) comply with any and all applicable Law s laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Anti-Corruption Act 2010 (the “2019 Revision) (Relevant Requirements”); ;
(ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iiib) not doengage in any activity, practice or omit to doconduct which would constitute an offence under Anti-Corruption Act (2019 Revision) if such activity, any act that will cause practice or lead Buyer to be conduct had been carried out in breach of any of the Relevant Requirements or Relevant Policies; Cayman Islands;
(ivc) have and shall maintain in place throughout the term of this Order their Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Anti-Corruption Act 2010(2019 Revision), to ensure compliance with the Relevant Requirements and the Relevant PoliciesRequirements, and will comply with enforce them where appropriate; and ;
(vd) promptly report to Buyer the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this OrderAgreement;
(be) immediately notify the Customer (in writing) if a public officer becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier (and the Supplier warrants that it has no public officers as officers or employees or direct or indirect owners at the date of this Agreement);
(f) within one (1) month of the date of this Agreement, and annually thereafter, certify to the Customer in writing signed by an officer of the Supplier, its compliance with this clause 13 by the Supplier and all persons associated with it and all other persons for whom the Supplier is responsible under clause 13.1(e) The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request.
13.2 Without prejudice to clause 13.1, the Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Section 15.5 (“Relevant Terms”)clause 13. The Supplier shall in any circumstances be responsible for the observance and performance by such persons of the Relevant Terms Requirements, and shall in any circumstances be directly liable to Buyer the Customer for any breach by such persons of any of the Relevant Terms. Whether Requirements howsoever arising.
13.3 For the purpose of this clause 13, the meaning of adequate procedures and public officer and whether a person is associated with another person shall be determined in accordance with the Bribery Anti-Corruption Act 2010 (2019 Revision) (and any guidance issued thereunderin relation to that Law).
(c) Breach . For the purposes of this Section 15.5 shall be deemed clause 13 a material breach person associated with the Supplier includes but is not limited to any subcontractor of this Agreement under Section 11.2the Supplier.
Appears in 1 contract
Samples: Supply Agreement
Anti-Bribery. (a) 12.1 The Supplier shall: (i) :
12.1.1 comply with all applicable Law s foreign or domestic laws, regulations, codes and sanctions relating to anti-bribery and anti- corruption including but not limited to the Xxxxxxx Xxx 0000, the US Foreign Corrupt Practices Act 1977 and any laws intended to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (the “Relevant Requirements”);
12.1.2 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 United Kingdom;
12.1.3 comply with any anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); (ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer that Porsche may provide to Supplier release and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) ;
12.1.4 have and shall maintain in place throughout the term of this Order their Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010Xxxxxxx Xxx 0000, to ensure compliance with the Relevant Requirements Requirements, and the Relevant PoliciesClause 12.1.2, and will comply with enforce them where appropriate; and (v) ;
12.1.5 promptly report to Buyer Porsche any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Order;Agreement; and
12.1.6 immediately notify Porsche if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier (b) and the Supplier warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement).
12.2 The Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods Services in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Section 15.5 Clause 12 (the “Relevant Terms”). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms Terms, and shall be directly liable to Buyer Porsche for any breach by such persons of any of the Relevant Terms. Whether .
12.3 In the event that Porsche has any basis for a good faith belief that the Supplier may not be in compliance with the undertakings and/or requirements set out in this Clause 12, Porsche shall advise the Supplier in writing of its good faith belief and the Supplier shall cooperate fully with any and all enquiries undertaken by or on behalf of Porsche, including by making available the Supplier's relevant personnel and supporting documents if deemed necessary by Porsche.
12.4 The Supplier shall indemnify and hold Porsche harmless from any claims, suits, investigations, penalties and fines of any kind resulting from the breach of this Clause 12.
12.5 Breach of this Clause 12 shall be deemed a material breach.
12.6 For the purpose of this Clause 12, 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 Bribery Act 2010 Xxxxxxx Xxx 0000 (and any guidance issued thereunderunder section 9 of that Act).
(c, sections 6(5) Breach and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this Section 15.5 shall be deemed Clause 12 a material breach person associated with the Supplier includes but is not limited to any sub-contractor of this Agreement under Section 11.2the Supplier.
Appears in 1 contract
Samples: Supplier Agreement
Anti-Bribery. Supplier represents, warrants and covenants that:
(a) Supplier shall: (i) comply is and shall remain compliant with all applicable Law s relating the U.S. Foreign Corrupt Practices Act, and U.K. Bribery Act, to the extent applicable, as well as any anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); (ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach related Applicable Law of any of the Relevant Requirements foreign countries in which Supplier is chartered, incorporated, licensed or Relevant Policies; (iv) have and shall maintain operates its business in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (v) promptly report to Buyer any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with the performance of its obligations under this OrderAgreement (collectively, the “Anti-Bribery Laws”);
(b) Neither Supplier shall ensure that any person associated with Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any breach by such persons of nor any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 its Personnel has made or will make (and or offer to make) any guidance issued thereunder).unlawful payments to or has conferred or will confer (or offer to confer) any benefit to any Public Official; and
(c) Breach Neither Supplier nor any of its Personnel has made or will make (or offer to make) any payments to, or has conferred or will confer (or offer to confer) any benefit: (i) upon any employee, agent or fiduciary of any third party, with the intent to unlawfully influence the conduct of such employee, agent or fiduciary in any manner relating to the subject of this Section 15.5 shall be deemed a material breach Agreement, or (ii) upon any person (1) with the intent to induce (or to reward) the recipient or another person to do or omit to do any act in violation of their duties or responsibilities under this Agreement or Applicable Law, (2) to reward any such conduct or to otherwise unlawfully influence any person in any manner relating to this Agreement or under Section 11.2Applicable Law, or (3) if such person’s acceptance of such payment or benefit would itself constitute a violation of such person’s duties or responsibilities known to Supplier. Upon USAA FSB’s request, Supplier shall certify to USAA FSB by having a duly authorized officer execute an Anti-Bribery Compliance Certification certificate, the form of which is attached hereto as the Anti-Bribery Laws Compliance Certificate Exhibit F, and cause such fully executed certificate to be delivered to the designated USAA FSB Representative specified in its request.
Appears in 1 contract
Anti-Bribery. (a) Supplier LogRhythm shall: (ia) comply with all applicable Law s laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 Xxxxxxx Xxx 0000 (the “"Relevant Requirements”"); (iib) comply with not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Guide and Xxxxxxx Xxx 0000 if such other policies relating to ethicsactivity, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (practice or conduct had been carried out in the “Relevant Policies”)UK; (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (ivc) have and shall maintain in place throughout the term of this Order their agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010Xxxxxxx Xxx 0000 or any other applicable legislation, to ensure compliance with the Relevant Requirements and the Relevant PoliciesSection Error! Reference source not found.(b), and will comply with enf orce them where appropriate; and (vd) promptly report to Buyer Customer any request or demand for any undue financial f inancial or other advantage of any kind received by Supplier LogRhythm in connection with the performance of this Order;
Agreement; (be) Supplier immediately notify Customer (in writing) if a foreign public official becomes an officer or employee of the LogRhythm and/or acquires a direct or indirect interest in the LogRhythm (and LogRhythm warrants that it has no foreign public officials as officers or employees and/or direct or indirect owners at the date of this Agreement); (f ) on written request, certif y to Customer in writing signed by an officer of LogRhythm, compliance with this Section Error! Reference source not found. by LogRhythm and all persons associated with it and all other persons for whom the LogRhythm is responsible under Section Error! Reference source not found.(c). LogRhythm shall provide such supporting evidence of compliance as Customer may reasonably request. LogRhythm shall ensure that any person associated with Supplier LogRhythm who is performing perf orming services or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from f rom such person terms equivalent to those imposed on Supplier LogRhythm in this Section 15.5 Error! Reference source not found. (“"Relevant Terms”"). Supplier LogRhythm shall in all circumstances be responsible for the observance and performance perf ormance by such persons of the Relevant Terms and shall in all circumstances be directly liable to Buyer the Company for any breach by such persons of any of the Relevant TermsTerms howsoever. Whether Breach of this Section Error! Reference source not found. shall be deemed an irredeemable material breach. For the purpose of this Section 13.3, the meaning of adequate procedures and f oreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 Xxxxxxx Xxx 0000 (and any guidance issued thereunderunder section 9 of that Act).
(c, sections 6(5) Breach and 6(6) of that Act and section 8 of that Act respectively, or if applicable, any equivalent provisions of any other applicable legislation in another jurisdiction. For the purposes of this Section 15.5 shall be deemed 13.3 a material breach person associated with LogRhythm includes but is not limited to any subcontractor of this Agreement under Section 11.2LogRhythm.
Appears in 1 contract
Samples: End User License Agreement
Anti-Bribery. (a) 13.1 The Supplier shall: (i) :
13.1.1 comply with all applicable Law s laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); (ii) ;
13.1.2 comply with the Guide any Ethics and such other policies relating to ethics, antiAnti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time Policy of the Customer (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) ;
13.1.3 have and shall maintain in place throughout the term of this Order their Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with enforce them where appropriate; and (v) ;
13.1.4 promptly report to Buyer the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Order;Agreement.
(b) 13.2 The Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Section 15.5 clause 13 (“Relevant Terms”). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms Terms, and shall be directly liable to Buyer the Customer for any breach by such persons of any of the Relevant Terms. Whether .
13.3 Breach of this clause 13 shall be deemed a material breach of this Agreement without remedy.
13.4 For the purpose of this clause 13, 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 thereunderunder section 9 of that Act).
(c, sections 6(5) Breach and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this Section 15.5 shall be deemed clause 13, a material breach person associated with The Supplier includes but is not limited to any subcontractor of this Agreement under Section 11.2the Supplier.
Appears in 1 contract
Anti-Bribery. 16.1 The Dealer shall, and shall procure that its staff, employees, agents and any other persons who perform its obligations under the Agreement (aor otherwise carries out activities in relation to it) Supplier for and on behalf of it in connection with the Agreement shall: (i) :
16.1.1 comply with all applicable Law s relating statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees an laws which relate to the anti-bribery and antiand/or anti- corruption, including the Xxxxxxx Xxx 0000 (Anti-corruption including but Bribery Laws);
16.1.2 not limited offer, promise, give, request, agree to the Bribery Act 2010 (the “Relevant Requirements”); (ii) receive, receive or accept a bribe or financial or other advantage or commit any corrupt act;
16.1.3 comply with the Guide Distributor's Ethics and Anti-bribery Policy (available at xxx.xxxxxxxxxxxxxxxxxxxxxxxxx.xxx or such other policies relating web address as notified to ethics, anti-bribery and anti-corruption the Dealer by the Distributor from time to time) as Buyer the Distributor may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) ;
16.1.4 have and shall maintain in place throughout the term of this Order their the agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010Xxxxxxx Xxx 0000, to ensure compliance with the Relevant Requirements Anti-Bribery Laws and the Relevant Policies, and will comply with enforce them where appropriate;
16.1.5 not do or omit to do any act or thing which constitutes or may constitute an offence under Anti-Bribery Laws;
16.1.6 not do or omit to do any act or thing which causes or may cause the Distributor or any member of the Distributor’s Group to be in breach of and/or commit an offence under any Anti-Bribery Laws;
16.1.7 without prejudice to clause 16.1.6, not do or omit to do any act or thing which causes or may cause the Distributor or any member of the Distributor’s Group to be guilty of an offence under section 7 Xxxxxxx Xxx 0000 (or would or may do so if the Distributor was unable to prove that it had in place adequate procedures designed to prevent persons associated with it from undertaking such conduct); and and
16.1.8 provide any member of the Distributor’s Group (vat the Dealer’s cost) with such reasonable assistance as it may require from time to time to enable it to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with any Anti-Bribery Laws.
16.2 The Dealer shall:
16.2.1 promptly report to Buyer the Distributor or any member of the Distributor’s Group any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with the performance of this Order;
the agreement by it or by its employees, agents or any other person who performs the Agreement (bor otherwise carries out activities in relation to it) Supplier shall ensure that any person associated with Supplier who is performing services for or providing goods on behalf of it in connection with the agreement; and
16.2.2 upon request, certify in writing that the Dealer has complied with all of its obligations under this Order does so only on clause 16. The Dealer shall provide such supporting evidence of compliance as the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons Distributor or any member of the Relevant Terms Distributor’s Group may reasonably request.
16.3 The Dealer warrants to the Distributor and shall all members of the Distributor’s Group that it has not, and its staff, employees, agents and any other persons who perform the Agreement (or otherwise carries out activities in relation to it) for or on behalf of it in connection with the Agreement have not breached any applicable Anti-Bribery Laws; been convicted of any offence involving bribery, corruption, fraud or dishonesty; offered, promised, given, requested, agreed to receive, received or accepted a bribe or financial or other advantage or committed any corrupt act; done or omitted to do any act or thing which constitutes or may constitute an offence under the Anti-Bribery Laws; done or omitted to do any act or thing which caused or may cause any person to be directly liable in breach of and/or commit an offence under any Anti-Bribery Law; done or omitted to Buyer for do any act or thing which caused or may cause any person to be guilty of an offence under section 7 Xxxxxxx Xxx 0000; or given any financial or other advantage, inducement or reward to any person in connection with the awarding or continuation in force of this agreement.
16.4 The Distributor and/or any member of the Distributor’s Group may terminate this Agreement immediately if the Dealer is in breach by such persons of any of its obligations under this clause 16 or if the Relevant Terms. Whether Distributor or any member of the Distributor’s Group has reasonable cause to believe that such a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder)breach has occurred or may occur.
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2
Appears in 1 contract
Samples: Distribution Agreement
Anti-Bribery. 32.1 The Manager shall:
(a) Supplier shall: not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010;
(ib) comply with all applicable Law s laws, statutes, regulations and codes of practices relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Legal Requirements”); ;
(iic) comply with the Guide and such other policies relating to ethics, antiInvest NI’s Anti-bribery and anti-corruption Policy, as Buyer may provide to Supplier and update be updated from time to time (the “Relevant PoliciesPolicy”); ;
(iiid) not do, or omit to do, any act that will cause or lead Buyer Invest NI to be in breach of any of the Relevant relevant Legal Requirements or Relevant Policies; Policy;
(ive) have and shall maintain in place throughout the term of this Order their 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 comply with them where appropriate; and Legal Requirements;
(vf) promptly report to Buyer Invest NI any request or demand for any undue financial or other advantage of any kind received by Supplier the Manager in connection with the performance of this OrderAgreement;
(bg) Supplier provide such supporting evidence of compliance with the Legal Requirements as Invest NI may reasonably request.
32.2 The Manager shall ensure that any person associated with Supplier who is performing the Manager to whom the Manager has delegated the performance of the services or providing goods in connection with under this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person includes terms equivalent to those imposed on Supplier the Manager in this Section 15.5 (“Relevant Terms”)clause. Supplier The Manager shall be responsible for the observance and performance by such persons of the Relevant Terms such terms, and shall be directly liable to Buyer Invest NI for any breach by such persons person of any of such terms.
32.3 The Manager shall indemnify Invest NI against any losses, liabilities, damages, costs (including but not limited to reasonable legal fees) and reasonable expenses incurred by, or awarded against, Invest NI as a result of any breach of this Clause 32 by the Relevant Terms. Whether Manager.
32.4 For the purpose of this clause, 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 thereunderunder section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause a person associated with the Manager includes but is not limited to any subcontractor of the Manager.
(c) Breach 32.5 Without prejudice to any other rights or remedies which the parties may have, Invest NI may terminate this Agreement immediately on giving written notice to the Manager if the Manager breaches the terms of this Section 15.5 shall be deemed a material Clause.
32.6 If Invest NI terminates this Agreement for breach of this Agreement under Section 11.2clause, the Manager shall not be entitled to claim compensation or any further remuneration, regardless of any activities or agreements with additional third parties entered into before termination.
Appears in 1 contract
Samples: Grant Management Agreement
Anti-Bribery. (a) Supplier As a service provider to BMJ, you agree that you shall: (ia) comply with all applicable Law s laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 (iias amended) if such activity, practice or conduct had been carried out in the UK; (c) comply with the Guide any Publisher Ethics and such other policies relating to ethics, antiAnti-bribery and anti-corruption as Buyer may provide Policy supplied to Supplier and update you from time to time including as contained as follows (the “Relevant Policies”)): xxxx://xxxxx.xxx.xxx/group/about/corporate/Anti- Bribery%20and%20Corruption%20Policy%20- August%202012.pdf; (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (vd) promptly report to Buyer the Chief Executive Officer or Chairman of the Publisher any request or demand for any undue financial or other advantage of any kind received by Supplier you in connection with the performance of this Order;
(b) Supplier shall ensure that any person associated with Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Agreement; Breach of this Section 15.5 Clause shall be deemed a material breach of this Agreement. To the fullest extent permitted by law, this Agreement under Section 11.2will be governed by the laws of England and shall be governed and construed in accordance with the laws of England whose courts shall have exclusive jurisdiction, unless as at the date of formation of this Agreement either i) an English judgment could not be enforced in the Corresponding Author’s stated country location; or ii) it would take six months or more for BMJ to enforce an English judgment in the Corresponding Author’s stated country location, then it is hereby agreed that this Agreement shall be governed by the laws of the Corresponding Author’s stated country (or state if applicable) and their courts shall have jurisdiction. Notwithstanding any of the above, this clause is governed by the laws of England. “I [insert full name] The Corresponding Author of this article contained within the original manuscript which includes any diagrams & photographs and any related or stand alone film submitted (the Contribution”) has the right to grant on behalf of all authors and does grant on behalf of all authors, a licence to the BMJ Publishing Group Ltd and its licensees, to permit this Contribution (if accepted) to be published in any BMJ products and to exploit all subsidiary rights, as set out in our licence set out at: xxxx://xxx.xxx.xxx/site/about/PMJ_licence.pdf Contributors at any time and related to this article) and to grant the warranties all as fully set out here: xxxx://xxx.xxx.xxx/site/about/PMJ_licence.pdf Please tick one or more boxes as appropriate on the submission system: I am the sole author of the Contribution. I am one author signing on behalf of all co- authors of the Contribution. The Contribution has been made in the course of my employment and I am signing as authorised by my employer. I am a US Federal Government employee acting in the course of my employment. I am not a US Federal Government employee, but some or all of my co-authors are.
Appears in 1 contract
Samples: Licensing Agreement
Anti-Bribery. (a) Supplier As a service provider to BMJ, you agree that you shall: (ia) comply with all applicable Law s laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 (iias amended) if such activity, practice or conduct had been carried out in the UK; (c) comply with the Guide any Publisher Ethics and such other policies relating to ethics, antiAnti-bribery and anti-corruption as Buyer may provide Policy supplied to Supplier and update you from time to time including as contained as follows (the “Relevant Policies”)): xxxx://xxxxx.xxx.xxx/group/about/corporate/Anti- Bribery%20and%20Corruption%20Policy%20- August%202012.pdf; (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (vd) promptly report to Buyer the Chief Executive Officer or Chairman of the Publisher any request or demand for any undue financial or other advantage of any kind received by Supplier you in connection with the performance of this Order;
(b) Supplier shall ensure that any person associated with Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Agreement; Breach of this Section 15.5 Clause shall be deemed a material breach of this Agreement. To the fullest extent permitted by law, this Agreement under Section 11.2will be governed by the laws of England and shall be governed and construed in accordance with the laws of England whose courts shall have exclusive jurisdiction, unless as at the date of formation of this Agreement either i) an English judgment could not be enforced in the Corresponding Author’s stated country location; or ii) it would take six months or more for BMJ to enforce an English judgment in the Corresponding Author’s stated country location, then it is hereby agreed that this Agreement shall be governed by the laws of the Corresponding Author’s stated country (or state if applicable) and their courts shall have jurisdiction. Notwithstanding any of the above, this clause is governed by the laws of England. “I [insert full name] The Corresponding Author of this article contained within the original manuscript which includes any diagrams & photographs and any related or stand alone film submitted (the Contribution”) has the right to grant on behalf of all authors and does grant on behalf of all authors, a licence to the BMJ Publishing Group Ltd and its licensees, to permit this Contribution (if accepted) to be published in any BMJ products and to exploit all subsidiary rights, as set out in our licence set out at: xxxx://xxxx.xxx.xxx/site/about/licence.pdf grant the warranties all as fully set out here: xxxx://xxxx.xxx.xxx/site/about/licence.pdf Please tick one or more boxes as appropriate on the submission system: I am the sole author of the Contribution. I am one author signing on behalf of all co- authors of the Contribution. The Contribution has been made in the course of my employment and I am signing as authorised by my employer. I am a US Federal Government employee acting in the course of my employment. I am not a US Federal Government employee, but some or all of my co-authors are.
Appears in 1 contract
Samples: License Agreement
Anti-Bribery. (a) Supplier 14.1 You shall: (i) :
14.1.1 comply with all applicable Law s laws, regulations, and codes relating to anti-anti- bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); (ii) ;
14.1.2 not engage in 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;
14.1.3 comply with the Guide and such other policies relating to ethicsOur Ethics, antiAnti-bribery and antiAnti-corruption Policies as Buyer We or any relevant industry body may provide to Supplier and update them from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) .
14.1.4 have and shall maintain in place throughout the term Term of this Order their Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and Requirements, the Relevant Policies, Policies and Clause 14.1.2 and will comply with enforce them where appropriate; and (v) ;
14.1.5 promptly report to Buyer Us any request or demand for any undue financial or other advantage of any kind received by Supplier You in connection with the performance of this OrderAgreement;
14.1.6 immediately notify Us (bin writing) Supplier if a foreign public official becomes an officer or employee of You or acquires a direct or indirect interest in You (and You warrant that You have no foreign public officials as officers or employees or direct or indirect owners at the Effective Date;
14.1.7 within 1 month of the date of this Agreement, and annually thereafter, certify to Us in writing signed by an officer of You, compliance with this Clause 14 by You and all persons associated with it under Clause 14.2. You shall provide such supporting evidence of compliance as We may reasonably request.
14.2 Without prejudice to Clause 20.1, You shall ensure that any person associated with Supplier You who is performing services or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier You in this Section 15.5 Clause 14 (“Relevant Terms”). Supplier You shall in all circumstances be responsible for the observance and performance by such persons of the Relevant Terms Terms, and shall in all circumstances be directly liable to Buyer Us for any breach by such persons of any of the Relevant Terms. Whether Terms howsoever arising.
14.3 Breach of this Clause 14 shall be deemed a material breach, which is irredeemable, under Clause 17.2.218.
14.4 For the purpose of this Clause 14, 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 Bribery Act 2010 (and any guidance issued thereunderunder section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2
Appears in 1 contract
Samples: Modular Service Agreement
Anti-Bribery. 17.1 The Supplier shall:
(a) Supplier shall: (i) comply with any and all applicable Law s laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Anti-Corruption Act 2010 (the “2019 Revision) (Relevant Requirements”); ;
(ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iiib) not doengage in any activity, practice or omit to doconduct which would constitute an offence under Anti-Corruption Act (2019 Revision) if such activity, any act that will cause practice or lead Buyer to be conduct had been carried out in breach of any of the Relevant Requirements or Relevant Policies; Cayman Islands;
(ivc) have and shall maintain in place throughout the term of this Order their Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Anti-Corruption Act 2010(2019 Revision), to ensure compliance with the Relevant Requirements and the Relevant PoliciesRequirements, and will comply with enforce them where appropriate; and ;
(vd) promptly report to Buyer the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this OrderAgreement;
(be) immediately notify the Customer (in writing) if a public officer becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier (and the Supplier warrants that it has no public officers as officers or employees or direct or indirect owners at the date of this Agreement);
(f) within one month of the date of this Agreement, and annually thereafter, certify to the Customer in writing signed by an officer of the Supplier, its compliance with this clause 17 by the Supplier and all persons associated with it and all other persons for whom the Supplier is responsible under clause 17.1(e). The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request.
17.2 Without prejudice to clause 17.1, the Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Section 15.5 (“Relevant Terms”)clause 17. The Supplier shall in any circumstances be responsible for the observance and performance by such persons of the Relevant Terms Requirements, and shall in any circumstances be directly liable to Buyer the Customer for any breach by such persons of any of the Relevant Terms. Whether Requirements howsoever arising.
17.3 For the purpose of this clause 17, the meaning of adequate procedures and public officer and whether a person is associated with another person shall be determined in accordance with the Bribery Anti-Corruption Act 2010 (2019 Revision) (and any guidance issued thereunderin relation to that Law).
(c) Breach . For the purposes of this Section 15.5 shall be deemed clause 14 a material breach person associated with the Supplier includes but is not limited to any subcontractor of this Agreement under Section 11.2the Supplier.
Appears in 1 contract
Samples: Supply Agreement
Anti-Bribery. (a) Supplier shall: (i) comply with all applicable Law s relating to anti-bribery and anti-corruption including but not limited to the Bribery Prevention of Corruption Act 2010 1988 (the “Relevant Requirements”); (ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead the Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (v) promptly report to Buyer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Order;
(b) Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms Terms, and shall be directly liable to the Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2
Appears in 1 contract
Samples: Terms of Purchase
Anti-Bribery. 14.1 The Supplier shall:
(a) Supplier shall: (i) comply with any and all applicable Law s laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Anti-Corruption Act 2010 (the “2019 Revision) (Relevant Requirements”); ;
(ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iiib) not doengage in any activity, practice or omit to doconduct which would constitute an offence under Anti-Corruption Act (2019 Revision) if such activity, any act that will cause practice or lead Buyer to be conduct had been carried out in breach of any of the Relevant Requirements or Relevant Policies; Cayman Islands;
(ivc) have and shall maintain in place throughout the term of this Order their Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Anti-Corruption Act 2010(2019 Revision), to ensure compliance with the Relevant Requirements and the Relevant PoliciesRequirements, and will comply with enforce them where appropriate; and ;
(vd) promptly report to Buyer the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this OrderAgreement;
(be) immediately notify the Customer (in writing) if a public officer becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier (and the Supplier warrants that it has no public officers as officers or employees or direct or indirect owners at the date of this Agreement);
(f) within one (1) month of the date of this Agreement, and annually thereafter, certify to the Customer in writing signed by an officer of the Supplier, its compliance with this clause 14 by the Supplier and all persons associated with it and all other persons for whom the Supplier is responsible under clause 14.1(e) The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request.
14.2 Without prejudice to clause 14.1, the Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Section 15.5 (“Relevant Terms”)clause 14. The Supplier shall in any circumstances be responsible for the observance and performance by such persons of the Relevant Terms Requirements, and shall in any circumstances be directly liable to Buyer the Customer for any breach by such persons of any of the Relevant Terms. Whether Requirements howsoever arising.
14.3 For the purpose of this clause 14, the meaning of adequate procedures and public officer and whether a person is associated with another person shall be determined in accordance with the Bribery Anti-Corruption Act 2010 (2019 Revision) (and any guidance issued thereunderin relation to that Law).
(c) Breach . For the purposes of this Section 15.5 shall be deemed clause 14 a material breach person associated with the Supplier includes but is not limited to any subcontractor of this Agreement under Section 11.2the Supplier.
Appears in 1 contract
Samples: Supply Agreement
Anti-Bribery. (a) Supplier As a service provider to BMJ, you agree that you shall: (ia) comply with all applicable Law s laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 (iias amended) if such activity, practice or conduct had been carried out in the UK; (c) comply with the Guide any Publisher Ethics and such other policies relating to ethics, antiAnti-bribery and anti-corruption as Buyer may provide Policy supplied to Supplier and update you from time to time including as contained as follows (the “Relevant Policies”)): xxxx://xxxxx.xxx.xxx/group/about/corporate/Anti- Bribery%20and%20Corruption%20Policy%20- August%202012.pdf; (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (vd) promptly report to Buyer the Chief Executive Officer or Chairman of the Publisher any request or demand for any undue financial or other advantage of any kind received by Supplier you in connection with the performance of this Order;
(b) Supplier shall ensure that any person associated with Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Agreement; Breach of this Section 15.5 Clause shall be deemed a material breach of this Agreement. To the fullest extent permitted by law, this Agreement under Section 11.2will be governed by the laws of England and shall be governed and construed in accordance with the laws of England whose courts shall have exclusive jurisdiction, unless as at the date of formation of this Agreement either i) an English judgment could not be enforced in the Corresponding Author’s stated country location; or ii) it would take six months or more for BMJ to enforce an English judgment in the Corresponding Author’s stated country location, then it is hereby agreed that this Agreement shall be governed by the laws of the Corresponding Author’s stated country (or state if applicable) and their courts shall have jurisdiction. Notwithstanding any of the above, this clause is governed by the laws of England. “I [insert full name] The Corresponding Author of this article contained within the original manuscript which includes any diagrams & photographs and any related or stand alone film submitted (the Contribution”) has the right to grant on behalf of all authors and does grant on behalf of all authors, a license to the BMJ Publishing Group Ltd and its licensees, to permit this Contribution (if accepted) to be published in any BMJ products and to exploit all subsidiary rights, as set out in our license set out at: [INSERT AUTHOR LICENSE]
Appears in 1 contract
Samples: License Agreement
Anti-Bribery. (a) Supplier As a service provider to BMJ, you agree that you shall: (ia) comply with all applicable Law s laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 (iias amended) if such activity, practice or conduct had been carried out in the UK; (c) comply with the Guide any Publisher Ethics and such other policies relating to ethics, antiAnti-bribery and anti-corruption as Buyer may provide Policy supplied to Supplier and update you from time to time including as contained as follows (the “Relevant Policies”)): xxxx://xxxxx.xxx.xxx/group/about/corporate/Anti- Bribery%20and%20Corruption%20Policy%20- August%202012.pdf; (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (vd) promptly report to Buyer the Chief Executive Officer or Chairman of the Publisher any request or demand for any undue financial or other advantage of any kind received by Supplier you in connection with the performance of this Order;
(b) Supplier shall ensure that any person associated with Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Agreement; Breach of this Section 15.5 Clause shall be deemed a material breach of this Agreement. To the fullest extent permitted by law, this Agreement under Section 11.2will be governed by the laws of England and shall be governed and construed in accordance with the laws of England whose courts shall have exclusive jurisdiction, unless as at the date of formation of this Agreement either i) an English judgment could not be enforced in the Corresponding Author’s stated country location; or ii) it would take six months or more for BMJ to enforce an English judgment in the Corresponding Author’s stated country location, then it is hereby agreed that this Agreement shall be governed by the laws of the Corresponding Author’s stated country (or state if applicable) and their courts shall have jurisdiction. Notwithstanding any of the above, this clause is governed by the laws of England. “I [insert full name] The Corresponding Author of this article contained within the original manuscript which includes any diagrams & photographs and any related or stand alone film submitted (the Contribution”) has the right to grant on behalf of all authors and does grant on behalf of all authors, a licence to the BMJ Publishing Group Ltd and its licensees, to permit this Contribution (if accepted) to be published in any BMJ products and to exploit all subsidiary rights, as set out in our licence set out at: xxxx://xxxxxxxx.xxx.xxx/site/authors/JISAKOS_licence.pdf
Appears in 1 contract
Samples: License Agreement
Anti-Bribery. (a) Supplier As a service provider to BMJ, you agree that you shall: (ia) comply with all applicable Law s laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 (iias amended) if such activity, practice or conduct had been carried out in the UK; (c) comply with the Guide any Publisher Ethics and such other policies relating to ethics, antiAnti-bribery and anti-corruption as Buyer may provide Policy supplied to Supplier and update you from time to time including as contained as follows (the “Relevant Policies”)): xxxx://xxxxx.xxx.xxx/group/about/corporate/Anti- Bribery%20and%20Corruption%20Policy%20- August%202012.pdf; (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (vd) promptly report to Buyer the Chief Executive Officer or Chairman of the Publisher any request or demand for any undue financial or other advantage of any kind received by Supplier you in connection with the performance of this Order;
(b) Supplier shall ensure that any person associated with Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Agreement; Breach of this Section 15.5 Clause shall be deemed a material breach of this Agreement. To the fullest extent permitted by law, this Agreement under Section 11.2will be governed by the laws of England and shall be governed and construed in accordance with the laws of England whose courts shall have exclusive jurisdiction, unless as at the date of formation of this Agreement either i) an English judgment could not be enforced in the Corresponding Author’s stated country location; or ii) it would take six months or more for BMJ to enforce an English judgment in the Corresponding Author’s stated country location, then it is hereby agreed that this Agreement shall be governed by the laws of the Corresponding Author’s stated country (or state if applicable) and their courts shall have jurisdiction. Notwithstanding any of the above, this clause is governed by the laws of England. “I [insert full name] The Corresponding Author of this article contained within the original manuscript which includes any diagrams & photographs and any related or stand alone film submitted (the Contribution”) has the right to grant on behalf of all authors and does grant on behalf of all authors, a license to the BMJ Publishing Group Ltd and its licensees, to permit this Contribution (if accepted) to be published in any BMJ products and to exploit all subsidiary rights, as set out in our license.
Appears in 1 contract
Samples: License Agreement
Anti-Bribery. (a) Supplier shallThe parties agree: CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(i) to comply with all applicable Law s Applicable Law, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the U.S. Foreign Corrupt Practices Act, US government health care compliance (HCC) policies, regulations and laws, US Export Administration Act of 1979 (50 App. U.S.C. §2401 et. seq.) and the UK Bribery Act 2010 Act, as amended, and the regulations promulgated thereunder and any applicable similar laws and regulations in any other country) (collectively, the “Relevant RequirementsLaws”); ;
(ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order Agreement their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, Laws and will comply with them where appropriateappropriately enforce those policies and procedures; and and
(viii) promptly report that no employee, contractor, supplier, agent, broker, or entity will offer or pay anything of value to Buyer any request a public or demand for any undue financial private official intending to influence or other advantage of any kind received by Supplier in connection with the performance of this Order;induce an official act or decision or to obtain an improper advantage.
(b) Supplier shall ensure that any person associated with Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any A material breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Breach of this Section 15.5 13.13 shall be deemed a material breach of this Agreement. In the event of a material breach of this Section 13.13, the party not in breach shall have the right to terminate this Agreement, without any liability to the party in breach, with immediate effect.
(c) This Agreement is made subject to any restrictions concerning the export of products or technical information from the United Kingdom or other countries which may be imposed upon or related to Fleet or Columbia from time to time. Each party agrees that it shall not export, directly or indirectly, any technical information acquired from the other party under Section 11.2this Agreement or any products using such technical information to a location or in a manner that at the time of export requires an export licence or other governmental approval, without first obtaining the written consent to do so from the appropriate agency or other governmental entity.”
25. All other terms and conditions of the Existing Agreement remain in full force and effect. Except as expressly provided in this Amendment, the Existing Agreement shall remain unmodified and is hereby ratified and affirmed. The execution, delivery, and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power, or remedy of Columbia or Fleet under the Existing Agreement.
26. This Amendment, together with the Existing Agreement, sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and thereof and merges all prior discussions and negotiations between them, and neither of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly provided herein and therein or as duly set forth on or subsequent to the date hereof in writing and signed by a proper and duly authorized officer or representative of the Party to be bound thereby.
27. This Amendment may be signed in counterparts, each and every one of which shall be deemed an original, notwithstanding variations in format or file designation which may result from the electronic transmission, storage and printing of copies of this Amendment from separate computers or printers. Executed signature pages to this Amendment may be CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. delivered by facsimile or a portable document format (PDF) copy (including copy(ies) sent by e-mail) and all such shall be deemed as if actual signature pages had been delivered.
28. This Amendment and and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England. Each Party irrevocably agrees that the English courts shall have sole and exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Amendment or its subject matter or formation.
Appears in 1 contract
Samples: Manufacturing and Supply Agreement (Juniper Pharmaceuticals Inc)
Anti-Bribery. 12.1 Supplier shall (a) Supplier and shall procure that persons associated with it or other persons who are providing goods or services in connection with this agreement shall: (i) comply with all applicable Law s laws, statutes, regulations relating to anti-bribery and anti-corruption including anti- corruption, including, but not limited to to, the Bribery Act 2010 (the “Relevant Requirements”); ) and shall:
(i) not (directly or indirectly) induce any employee, agent or subcontractor of RS to make any concession to or confer any benefit on the Supplier, refrain or withhold from doing any act, in return for any gift, money, or other inducement;
(ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, do or omit to do, do any act that will cause or lead Buyer RS to be in breach of any of the Relevant Requirements or Relevant Policies; Requirements
(iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (viii) promptly report to Buyer RS any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with the performance of this Orderagreement
(iv) have and maintain in place throughout the term of this agreement its own policies and procedures, including, but not limited to, adequate procedures to ensure compliance with the Relevant Requirements and shall promptly supply copies of or provide access to such policies on request from RS.
12.2 Supplier is informed that RS employees are not permitted to:
(i) accept gifts of more than token value, loans, excessive entertainment or other substantial favours from any company or individual that does business with RS or seeks to do so;
(bii) Supplier shall ensure solicit gifts or other favours from any company or individual that any person associated does business with Supplier who RS, or seeks to do so.
12.2 Entertainment is performing services or providing goods in connection with this Order does so acceptable only on the basis if it has a justifiable business purpose. It should be of a written contract which imposes reasonable nature and such that RS’s employees, agents or contractors, can reciprocate.
12.3 Financial restrictions on gifts and secures from such person terms equivalent to those imposed entertainment are contained in RS’s Anti- Bribery Policy and further details are available on Supplier in request.
12.4 Any breach of this Section 15.5 (“Relevant Terms”). Supplier clause 12 shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2agreement which is incapable of remedy.
Appears in 1 contract
Samples: Terms of Purchase
Anti-Bribery. (a) Supplier shall: (i) comply with all applicable Law s Laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); (ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead the Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (v) promptly report to Buyer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Order;
(b) Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to the Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2.
Appears in 1 contract
Samples: Terms of Purchase
Anti-Bribery. (a) 14.1 The Supplier shall: (i) :
14.1.1 comply with all applicable Law s laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); (ii) ;
14.1.2 comply with the Guide any Ethics and such other policies relating to ethics, antiAnti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time Policy of the Customer (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) ;
14.1.3 have and shall maintain in place throughout the term of this Order their Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with enforce them where appropriate; and (v) ;
14.1.4 promptly report to Buyer the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Order;Agreement.
(b) 14.2 The Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Section 15.5 clause 14 (“Relevant Terms”). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms Terms, and shall be directly liable to Buyer the Customer for any breach by such persons of any of the Relevant Terms. Whether .
14.3 Breach of this clause 14 shall be deemed a material breach of this Agreement without remedy.
14.4 For the purpose of this clause 14, 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 thereunderunder section 9 of that Act).
(c, sections 6(5) Breach and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this Section 15.5 shall be deemed clause 13, a material breach person associated with The Supplier includes but is not limited to any subcontractor of this Agreement under Section 11.2the Supplier.
Appears in 1 contract
Anti-Bribery. (a) Supplier As a service provider to BMJ, you agree that you shall: (ia) comply with all applicable Law s laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 (iias amended) if such activity, practice or conduct had been carried out in the UK; (c) comply with the Guide any Publisher Ethics and such other policies relating to ethics, antiAnti-bribery and anti-corruption as Buyer may provide Policy supplied to Supplier and update you from time to time including as contained as follows (the “Relevant Policies”)): xxxx://xxxxx.xxx.xxx/group/about/corporate/Anti- Bribery%20and%20Corruption%20Policy%20- August%202012.pdf; (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and (vd) promptly report to Buyer the Chief Executive Officer or Chairman of the Publisher any request or demand for any undue financial or other advantage of any kind received by Supplier you in connection with the performance of this Order;
(b) Supplier shall ensure that any person associated with Supplier who is performing services or providing goods in connection with this Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) Agreement; Breach of this Section 15.5 Clause shall be deemed a material breach of this Agreement. To the fullest extent permitted by law, this Agreement under Section 11.2will be governed by the laws of England and shall be governed and construed in accordance with the laws of England whose courts shall have exclusive jurisdiction, unless as at the date of formation of this Agreement either i) an English judgment could not be enforced in the Corresponding Author’s stated country location; or ii) it would take six months or more for BMJ to enforce an English judgment in the Corresponding Author’s stated country location, then it is hereby agreed that this Agreement shall be governed by the laws of the Corresponding Author’s stated country (or state if applicable) and their courts shall have jurisdiction. Notwithstanding any of the above, this clause is governed by the laws of England. “I [insert full name] The Corresponding Author of this article contained within the original manuscript which includes any diagrams & photographs and any related or stand alone film submitted (the Contribution”) has the right to grant on behalf of all authors and does grant on behalf of all authors, a licence to the BMJ Publishing Group Ltd and its licensees, to permit this Contribution (if accepted) to be published in any BMJ products and to exploit all subsidiary rights, as set out in our licence set out at: xxxx://xxxxx.xxx.xxx/products/journals/instructions-for- authors/co_owned_licence.pdf National Institute of Health (“NIH”) employee, contractor or trainee, and the following cover sheet will be accepted by BMJ and NIH and incorporated into the above Licence xxxx://xxxxx.xxx.xxx/products/journals/instructions-for- authors/nihcoversheet.pdf manuscript for US Federal Government employees acting in the course of their employment: “I [insert full name] The Corresponding Author has the right on behalf of all Contributors to seek publication by BMJ of all content within the submitted Contribution or as later submitted (which includes without limitation any diagrams, photographs, other illustrative material, video, film or any other material howsoever submitted by any of the Contributors at any time and related to this article) and to grant the warranties all as fully set out here: xxxx://xxxxx.xxx.xxx/products/journals/instructions-for- authors/co_owned_licence.pdf Please tick one or more boxes as appropriate on the submission system: 🞎 I am the sole author of the Contribution. 🞎 I am one author signing on behalf of all co- authors of the Contribution. 🞎 The Contribution has been made in the course of my employment and I am signing as authorised by my employer.
Appears in 1 contract
Samples: License Agreement
Anti-Bribery. (a) 16.1 The Supplier shall: (i) :
16.1.1 comply with all applicable Law s laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”); (ii) ;
16.1.2 comply with the Guide any Ethics and such other policies relating to ethics, antiAnti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time Policy of the Customer (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) ;
16.1.3 have and shall maintain in place throughout the term of this Order their Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with enforce them where appropriate; and (v) ;
16.1.4 promptly report to Buyer the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Order;Agreement.
(b) 16.2 The Supplier shall ensure that any person associated with the Supplier who is performing services Installation or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person person, terms equivalent to those imposed on the Supplier in this Section 15.5 clause 16 (“Relevant Terms”). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms Terms, and shall be directly liable to Buyer the Customer for any breach by such persons of any of the Relevant Terms. Whether .
16.3 Breach of this clause 16 shall be deemed a material breach of this Agreement without remedy.
16.4 For the purpose of this clause 16, 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 thereunderunder section 9 of that Act).
(c, sections 6(5) Breach and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this Section 15.5 shall be deemed clause 16, a material breach person associated with The Supplier includes but is not limited to any subcontractor of this Agreement under Section 11.2the Supplier.
Appears in 1 contract
Samples: Installation Services Agreement
Anti-Bribery. (a) Supplier shall: (i)
12.1 Both Parties shall comply with all applicable Law s relating to anti-bribery and anti-corruption including but not limited to Applicable Bribery Law. Neither Party shall place the Bribery Act 2010 (the “Relevant Requirements”); (ii) comply with the Guide and such other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and Applicable Bribery Law.
12.2 Both Parties shall maintain in place throughout the term of this Order their Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010Xxxxxxx Xxx 0000, to ensure compliance with the Relevant Requirements and the Relevant PoliciesApplicable Bribery Law, and will comply with enforce them where appropriate; . Where requested, both Parties shall promptly answer reasonable enquiries relating to those policies and (v) procedures.
12.3 The Supplier shall promptly report to Buyer KPMG any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Order;Agreement.
(b) 12.4 The Supplier shall ensure that any person associated with Supplier of the Supplier's personnel who is performing services perform Services or providing goods provide Goods and/or Deliverables in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Section 15.5 Clause (“Relevant "Applicable Bribery Terms”"). The Supplier shall be responsible for the observance and performance by such persons the Supplier's personnel of the Relevant Terms Applicable Bribery Terms, and shall be directly liable to Buyer KPMG for any breach by such persons of any of the Relevant Applicable Bribery Terms. Whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder).
(c) 12.5 Breach of this Section 15.5 Clause shall be deemed a material breach and not capable of remedy.
12.6 For the purpose of this Agreement Clause, the defined terms shall have the meaning under Section 11.2the Applicable Bribery Law. In the event of any conflict or inconsistency between the Xxxxxxx Xxx 0000 and other Applicable Bribery Laws, the Xxxxxxx Xxx 0000 shall prevail.
12.7 In order to determine the Supplier's compliance with this Clause, KPMG shall have the right to inspect the Supplier's records such as travel and entertainment expenses and other disbursements incurred on behalf of KPMG or in the course of delivering the Services or providing any Goods or Deliverables.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
Anti-Bribery.
(a) The Supplier shall: undertakes that it:
(i) comply with all applicable Law s relating to anti-bribery and anti-corruption including but has not limited to committed an offence under Sections 1, 2, 6 or 7 of the Bribery Act 2010 (the “Relevant Requirements”a "Bribery Offence"); ;
(ii) comply with the Guide and such other policies has not been formally notified that it is subject to an investigation relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, alleged Bribery Offences or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) have and shall maintain in place throughout the term of this Order their own policies and procedures, including adequate procedures prosecution under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies, and will comply with them where appropriate; and ;
(viii) promptly report to Buyer any request or demand for any undue financial or other advantage is not aware of any kind received by Supplier in connection with circumstances that could give rise to an investigation relating to an alleged Bribery Offence or prosecution under the performance of this Order;Bribery Act 2010.
(b) The Supplier agrees that it:
(i) has in place, and shall ensure that any person maintain until termination of this Agreement, adequate documented procedures designed to prevent persons associated with the Supplier who is performing services (including an employee, sub- contractor or providing goods in connection with this Order does so only agent or other third party working on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in this Section 15.5 (“Relevant Terms”). Supplier shall be responsible for the observance and performance by such persons behalf of the Relevant Terms and Supplier or any group company) (an "Associated Person") from committing a Bribery Offence;
(ii) shall be directly liable to Buyer for any breach by such persons of any of the Relevant Terms. Whether a person is associated with another person shall be determined in accordance comply with the Bribery Act 2010 (and shall not, and shall procure that no Associated Person shall, commit any guidance issued thereunder).Bribery Offence or any act which would constitute a Bribery Offence;
(ciii) Breach shall not do or permit anything to be done which would cause the CMA or any of CMA’s employees, sub-contractors or agents to commit a Bribery Offence or incur any liability in relation to the Bribery Act; and
(iv) shall notify the CMA immediately in writing if it becomes aware or has reason to believe that it has, or any of its Associated Persons have, breached or potentially breached any of the Supplier’s obligations under this Section 15.5 shall be deemed a material Clause 13.5. Such notice to set out full details of the circumstances concerning the breach or potential breach of this Agreement under Section 11.2the Supplier’s obligations.
Appears in 1 contract
Samples: Supply Agreement
Anti-Bribery. (a) Supplier LogRhythm shall: (ia) comply with all applicable Law s laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “"Relevant Requirements”"); (iib) comply with not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Guide and Bribery Act 2010 if such other policies relating to ethicsactivity, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (practice or conduct had been carried out in the “Relevant Policies”)UK; (iii) not do, or omit to do, any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (ivc) have and shall maintain in place throughout the term of this Order their agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 20102010 or any other applicable legislation, to ensure compliance with the Relevant Requirements and the Relevant PoliciesSection 13.3(b), and will comply with enforce them where appropriate; and (vd) promptly report to Buyer Customer any request or demand for any undue financial or other advantage of any kind received by Supplier LogRhythm in connection with the performance of this Order;
Agreement; (be) Supplier immediately notify Customer (in writing) if a foreign public official becomes an officer or employee of the LogRhythm and/or acquires a direct or indirect interest in the LogRhythm (and LogRhythm warrants that it has no foreign public officials as officers or employees and/or direct or indirect owners at the date of this Agreement); (f) on written request, certify to Customer in writing signed by an officer of LogRhythm, compliance with this Section Error! Reference source not found. by LogRhythm and all persons associated with it and all other persons for whom the LogRhythm is responsible under Section Error! Reference source not found.(c). LogRhythm shall provide such supporting evidence of compliance as Customer may reasonably request. LogRhythm shall ensure that any person associated with Supplier LogRhythm who is performing services or providing goods in connection with this Order Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier LogRhythm in this Section 15.5 Error! Reference source not found. (“"Relevant Terms”"). Supplier LogRhythm shall in all circumstances be responsible for the observance and performance by such persons of the Relevant Terms and shall in all circumstances be directly liable to Buyer the Company for any breach by such persons of any of the Relevant TermsTerms howsoever. Whether Breach of this Section 13.3 shall be deemed an irredeemable material breach. For the purpose of this Section Error! Reference source not found., 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 Bribery Act 2010 (and any guidance issued thereunderunder section 9 of that Act).
(c, sections 6(5) Breach and 6(6) of that Act and section 8 of that Act respectively, or if applicable, any equivalent provisions of any other applicable legislation in another jurisdiction. For the purposes of this Section 15.5 shall be deemed Error! Reference source not found. a material breach person associated with LogRhythm includes but is not limited to any subcontractor of this Agreement under Section 11.2LogRhythm.
Appears in 1 contract
Samples: End User License Agreement
Anti-Bribery. 27.1. The Customer shall, and shall procure that its staff, employees, agents and any other persons who perform its obligations under the Agreement (aor otherwise carries out activities in relation to it) Supplier for and on behalf of it in connection with the Agreement shall: (i) :
27.1.1. comply with all applicable Law s relating statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees an laws which relate to the anti-bribery and and/or anti-corruption corruption, including but not limited to the Bribery Act 2010 (the “Relevant Requirements”Anti-Bribery Laws); (ii) comply with the Guide and such ;
27.1.2. not offer, promise, give, request, agree to receive, receive or accept a bribe or financial or other policies relating to ethics, anti-bribery and anti-corruption as Buyer may provide to Supplier and update from time to time (the “Relevant Policies”); (iii) not do, advantage or omit to do, commit any act that will cause or lead Buyer to be in breach of any of the Relevant Requirements or Relevant Policies; (iv) corrupt act;
27.1.3. have and shall maintain in place throughout the term of this Order their the agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements Anti-Bribery Laws and the Relevant Policies, and will comply with enforce them where appropriate;
27.1.4. not do or omit to do any act or thing which constitutes or may constitute an offence under Anti-Bribery Laws;
27.1.5. not do or omit to do any act or thing which causes or may cause Stradcom to be in breach of and/or commit an offence under any Anti-Bribery Laws;
27.1.6. without prejudice to Clause 28, not do or omit to do any act or thing which causes or may cause Stradcom to be guilty of an offence under section 7 Bribery Act 2010 (or would or may do so if Stradcom was unable to prove that it had in place adequate procedures designed to prevent persons associated with it from undertaking such conduct); and and
27.1.7. provide Stradcom (vat the Customer's cost) with such reasonable assistance as it may require from time to time to enable it to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with any Anti- Bribery Laws.
27.2. The Customer shall:
27.2.1. promptly report to Buyer Stradcom any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with the performance of this Order;
the agreement by it or by its employees, agents or any other person who performs the Agreement (bor otherwise carries out activities in relation to it) Supplier shall ensure that any person associated with Supplier who is performing services for or providing goods on behalf of it in connection with the agreement; and
27.2.2. upon request, certify in writing that the Customer has complied with all of its obligations under this Order does so only Clause 28. The Customer shall provide such supporting evidence of compliance as Stradcom may reasonably request.
27.3. The Customer warrants to Stradcom that it has not, and its staff, employees, agents and any other persons who perform the Agreement (or otherwise carries out activities in relation to it) for or on behalf of it in connection with the basis Agreement have not breached any applicable Anti-Bribery Laws; been convicted of any offence involving bribery, corruption, fraud or dishonesty; offered, promised, given, requested, agreed to receive, received or accepted a written contract bribe or financial or other advantage or committed any corrupt act; done or omitted to do any act or thing which imposes on and secures from such constitutes or may constitute an offence under the Anti-Bribery Laws; done or omitted to do any act or thing which caused or may cause any person terms equivalent to those imposed on Supplier be in breach of and/or commit an offence under any Anti-Bribery Law; done or omitted to do any act or thing which caused or may cause any person to be guilty of an offence under section 7 Bribery Act 2010; or given any financial or other advantage, inducement or reward to any person in connection with the awarding or continuation in force of this Section 15.5 (“Relevant Terms”)agreement.
27.4. Supplier shall be responsible for Stradcom may terminate this Agreement immediately if the observance and performance by such persons of the Relevant Terms and shall be directly liable to Buyer for any Customer is in breach by such persons of any of the Relevant Terms. Whether its obligations under this Clause 28 or if Stradcom has reasonable cause to believe that such a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued thereunder)breach has occurred or may occur.
(c) Breach of this Section 15.5 shall be deemed a material breach of this Agreement under Section 11.2
Appears in 1 contract
Samples: Master Services Agreement
