Anti-Corruption Commitments and Representations Clause Samples
Anti-Corruption Commitments and Representations. (A) In recognition of and to secure compliance with the principles of Anti-Corruption Laws, Distributor represents, warrants and agrees that in connection with this Agreement no fee, money or any other thing of value has been or will be paid, offered, given, authorized or promised by Distributor or any of its agents or employees, directly or indirectly, to any person or entity (whether natural or legal) or Official (each of the foregoing being a “Covered Person”), for purposes of:
(1) improperly influencing any Covered Person in his or its official, corporate or business capacity;
(2) inducing any Covered Person to do or omit to do any act in violation of its lawful duty or that represents an actual or apparent conflict of interest;
(3) improperly inducing any Covered Person to use his or its influence with a government or government controlled instrumentality to improperly affect or influence any act or decision of such government or instrumentality;
(4) improperly or covertly inducing any Covered Person directly or indirectly to purchase Products or Supply Products or cause Products or Supply Products to be purchased or to take or fail to take some other action with respect to the Products or Supply Products or in order to promote sales of the Products or Supply Products or otherwise improperly assist ExxonMobil or ExxonMobil Affiliates; or
(5) securing any improper or unethical advantage.
(B) Distributor represents and warrants that:
(1) no Official or close relative to an Official, has or will have any direct or indirect ownership or legal or beneficial ownership in Distributor or any Distributor Affiliate, or in the contractual relationship established by or related to this Agreement;
(2) no such Official serves as an officer, director, employee or agent of Distributor; and
(3) it has adequate policies, procedures and/or controls in place to ensure activities under this Agreement are in compliance with applicable Anti-corruption Laws and the requirements of this Section 17.2, including at a minimum, policies, procedures and controls relating to:
(a) accounting, approval and recording of financial transactions;
(b) compliance with applicable Anti-corruption Laws;
(c) risk based training of personnel with regard to applicable Anti-corruption Laws;
(d) risk based anti-corruption due diligence on third-party engagements or contracts; and
(e) gifts and hospitality, promotional expenditures, sponsorship and charitable donations.
(C) Distributor’s represent...