Common use of Anti-Corruption Law Compliance Clause in Contracts

Anti-Corruption Law Compliance. Each Party acknowledges that it is aware of, and agrees to abide by, the obligations imposed by Applicable Laws relating to the payment or transfer of anything of value to governments, government officials, political parties or political party officials (or relatives or associates of such officials) (“Covered Person”) for the purpose of obtaining or retaining business for or with, or directing business to, any person. Such laws include the U.S. Foreign Corrupt Practices Act, UK Bribery Act of 0000, Xxxxx Unfair Competition Prevention Act, OECD Anti-Bribery Convention, and other anti-corruption or anti-bribery laws now in effect or as may come into effect from time to time during the Term (collectively, “Anti-Corruption Laws”). By signing this Agreement, each Party represents, warrants and covenants (as applicable) to the other Party that: 1.1.1 it is familiar with the provisions and restrictions contained in the Anti-Corruption Laws as now in effect and will familiarize itself with any changes or additions thereto as may be enacted or promulgated following the date of this Agreement; 1.1.2 it shall at all times comply with the Anti-Corruption Laws applicable to it and shall put in place practices, policies and procedures designed to ensure such compliance and to identify any incident of non-compliance; 1.1.3 it shall notify the other Party immediately upon becoming aware of any breach of, or failure to comply with, any Anti-Corruption Law, in connection with the performance of its obligations under this Agreement; 1.1.4 it shall not, in the course of its duties under this Agreement, offer, promise, give, demand, seek or accept, directly or indirectly, any gift or payment, consideration or benefit in kind to any Covered Person that would or could be construed as an illegal or corrupt practice; 1.1.5 it is not a Covered Person or not acting on behalf of any Covered Person; and 1.1.6 it shall immediately notify the other Party of any attempt by any Covered Person to directly or indirectly solicit, ask for, or attempt to extort anything of value from it, its Affiliates or Sublicensees, and shall refuse any such solicitation, request or extortionate demand except a facilitating payment as expressly permitted under the Anti-Corruption Laws.

Appears in 1 contract

Samples: License Agreement (ADC Therapeutics SA)

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Anti-Corruption Law Compliance. Each Party acknowledges that it is aware ofi. As used herein, and agrees to abide by, the obligations imposed by Applicable Laws relating to the payment or transfer of anything of value to governments, government officials, political parties or political party officials (or relatives or associates of such officials) (Covered Person”) for the purpose of obtaining or retaining business for or with, or directing business to, any person. Such laws include the U.S. Foreign Corrupt Practices Act, UK Bribery Act of 0000, Xxxxx Unfair Competition Prevention Act, OECD Anti-Bribery Convention, and other Corruption Laws” means the anti-corruption or anti-bribery laws now in effect in jurisdictions where OEM markets or as may come into effect from time to time during the Term (collectivelysells Supplier products or services, “Anti-Corruption Laws”). By signing this Agreement, each Party represents, warrants and covenants (as applicable) to the other Party that: 1.1.1 it is familiar with the provisions and restrictions contained in the Anti-Corruption Laws specifically include the Foreign Corrupt Practices Act of the United States and UK Xxxxxxx Xxx 0000. OEM shall not, in connection with this Agreement directly or indirectly (a) offer, promise, authorize or transfer to, or (b) request, solicit, or demand from any person or Government Official (as now defined below) anything of value to improperly influence, induce, or reward any act, decision, or omission to obtain or retain business or secure any improper advantage. ii. Government Official means an officer or employee of a government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in effect and will familiarize itself an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public organization. iii. Each Party agrees that in the event that it subcontracts the provision of any element of this Agreement to any person or receives any services in connection with its performance of this Agreement from any changes or additions thereto person (each such person being an "Associated Person"), it shall impose upon such Associated Person Anti-corruption obligations that are no less onerous than those imposed in this Agreement. iv. Each Party represents that, as may be enacted or promulgated following of the effective date of this Agreement;, it and any of its officers or employees with decision making under this Agreement have not been convicted of any offense involving bribery, corruption, fraud or dishonesty. 1.1.2 v. Each Party shall (a) maintain and enforce, throughout the duration of dealings between the Parties, its own anti-corruption policies, and procedures, including without limitation, adequate procedures designed to ensure that it shall at all times and its Associated Persons comply with the Anti-Corruption Laws applicable Laws.; (b).Each Party shall maintain proper, accurate, and complete accounting books and records relating to it all of its activities under this Agreement. Each Party shall provide information, documentation and shall put in place practices, policies and procedures designed reasonable assistance to ensure such compliance and to identify any incident of non-compliance; 1.1.3 it shall notify the other Party immediately upon becoming aware and its authorized representatives for purposes of any breach of, or failure to comply with, any Anti-Corruption Law, in connection ensuring its compliance with the performance of its obligations under this Agreement; 1.1.4 it shall not, in the course of its duties under this Agreement, offer, promise, give, demand, seek or accept, directly or indirectly, any gift or payment, consideration or benefit in kind to any Covered Person that would or could be construed as an illegal or corrupt practice; 1.1.5 it is not a Covered Person or not acting on behalf of any Covered Person; and 1.1.6 it shall immediately notify the other Party of any attempt by any Covered Person to directly or indirectly solicit, ask for, or attempt to extort anything of value from it, its Affiliates or Sublicensees, and shall refuse any such solicitation, request or extortionate demand except a facilitating payment as expressly permitted under the Anti-Corruption LawsLaws or to support an inquiry or investigation of a suspected violation of those laws.

Appears in 1 contract

Samples: Oem Terms of Sale

Anti-Corruption Law Compliance. Each Party acknowledges that it is aware of, and i. OEM agrees to abide by, comply with the obligations imposed by Applicable Laws relating to the payment or transfer of anything of value to governments, government officials, political parties or political party officials (or relatives or associates of such officials) (“Covered Person”) for the purpose of obtaining or retaining business for or with, or directing business to, any person. Such laws include the U.S. Foreign Corrupt Practices Act, UK Bribery Act of 0000, Xxxxx Unfair Competition Prevention Act, OECD Anti-Bribery Convention, and other anti-corruption or anti-bribery laws now in effect in jurisdictions where OEM markets or as may come into effect from time to time during sells Supplier products or services (the Term (collectively, “Anti-Corruption Laws”) including, without limitation, the U.S. Foreign Corrupt Practices Act and the UK Xxxxxxx Xxx 0000. OEM shall not, in connection with this Agreement directly or indirectly (a) offer, promise, authorize or transfer to, or (b) request, solicit, or demand from any person or Government Official (as defined below) anything of value to improperly influence, induce or reward any act, decision, or omission to obtain or retain business or secure any improper advantage. ii. Government Official means an officer or employee of a government or any department, agency, or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency, or instrumentality, or for or on behalf of any such public organization. iii. Each party agrees that in the event that it subcontracts the provision of any element of this Agreement to any person , or receives any services in connection with its performance of this Agreement from any person (each such person being an "Associated Person"). By signing , it shall impose upon such Associated Person Anti-corruption obligations that are no less onerous than those imposed in this Agreement. iv. Each party represents that, each Party represents, warrants and covenants (as applicable) to of the other Party that: 1.1.1 it is familiar with the provisions and restrictions contained in the Anti-Corruption Laws as now in effect and will familiarize itself with any changes or additions thereto as may be enacted or promulgated following the effective date of this Agreement;, it and any of its officers or employees with decision making under this Agreement have not been convicted of any offense involving bribery, corruption, fraud or dishonesty. 1.1.2 v. Each party shall (a) maintain and enforce, throughout the duration of dealings between the parties, its own anti-corruption policies and procedures, including without limitation, adequate procedures designed to ensure that it shall at all times and its Associated Persons comply with the Anti-Corruption Laws applicable Laws.; (b).Each party shall maintain proper, accurate, and complete accounting books and records relating to it and shall put in place practices, policies and procedures designed to ensure such compliance and to identify any incident of non-compliance; 1.1.3 it shall notify the other Party immediately upon becoming aware of any breach of, or failure to comply with, any Anti-Corruption Law, in connection with the performance all of its obligations activities under this Agreement; 1.1.4 it . Each party shall notprovide information, in the course of its duties under this Agreement, offer, promise, give, demand, seek or accept, directly or indirectly, any gift or payment, consideration or benefit in kind documentation and reasonable assistance to any Covered Person that would or could be construed as an illegal or corrupt practice; 1.1.5 it is not a Covered Person or not acting on behalf of any Covered Person; and 1.1.6 it shall immediately notify the other Party party and its authorized representatives for purposes of any attempt by any Covered Person to directly or indirectly solicit, ask for, or attempt to extort anything of value from it, ensuring its Affiliates or Sublicensees, and shall refuse any such solicitation, request or extortionate demand except a facilitating payment as expressly permitted under compliance with the Anti-Corruption LawsLaws or to support an inquiry or investigation of a suspected violation of those laws. vi. A party may suspend its performance under this Agreement if it has reasonable belief the other party breaches, or if the other party refuses to provide information to confirm its compliance with, this Section 11.f of the Agreement.

Appears in 1 contract

Samples: Oem Terms of Sale

Anti-Corruption Law Compliance. Each Party acknowledges that it is aware of, and agrees to abide by, the obligations imposed by Applicable Laws relating to the payment or transfer of anything of value to governments, government officials, political parties or political party officials (or relatives or associates of such officials) (“Covered Person”) for the purpose of obtaining or retaining business for or with, or directing business to, any person. Such laws include the U.S. Foreign Corrupt Practices Act, UK Bribery Act of 00002010, Xxxxx Japan Unfair Competition Prevention Act, OECD Anti-Bribery Convention, and other anti-corruption or anti-bribery laws now in effect or as may come into effect from time to time during the Term (collectively, “Anti-Corruption Laws”). By signing this Agreement, each Party represents, warrants and covenants (as applicable) to the other Party that: 1.1.1 12.6.1 it is familiar with the provisions and restrictions contained in the Anti-Corruption Laws as now in effect and will familiarize itself with any changes or additions thereto as may be enacted or promulgated following the date of this Agreement; 1.1.2 12.6.2 it shall at all times comply with the Anti-Corruption Laws applicable to it and shall put in place practices, policies and procedures designed to ensure such compliance and to identify any incident of non-compliance; 1.1.3 12.6.3 it shall notify the other Party immediately upon becoming aware of any breach of, or failure to comply with, any Anti-Corruption Law, in connection with the performance of its obligations under this Agreement; 1.1.4 12.6.4 it shall not, in the course of its duties under this Agreement, offer, promise, give, demand, seek or accept, directly or indirectly, any gift or payment, consideration or benefit in kind to any Covered Person that would or could be construed as an illegal or corrupt practice; 1.1.5 12.6.5 it is not a Covered Person or not acting on behalf of any Covered Person; and 1.1.6 12.6.6 it shall immediately notify the other Party of any attempt by any Covered Person to directly or indirectly solicit, ask for, or attempt to extort anything of value from it, its Affiliates or Sublicensees, and shall refuse any such solicitation, request or extortionate demand except a facilitating payment as expressly permitted under the Anti-Corruption Laws.

Appears in 1 contract

Samples: Intellectual Property License Agreement (Tempus AI, Inc.)

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Anti-Corruption Law Compliance. Each Party acknowledges that it is aware of, and agrees to abide by, the obligations imposed by Applicable Laws relating to the payment or transfer of anything of value to governments, government officials, political parties or political party officials (or relatives or associates of such officials) (each, a “Covered Person”) for the purpose of obtaining or retaining business for or with, or directing business to, any person. Such laws include the U.S. Foreign Corrupt Practices Act, UK Bribery Act of 0000, Xxxxx Unfair Competition Prevention Act2010, OECD Anti-Bribery Convention, and other anti-corruption or anti-bribery laws now in effect or as may come into effect from time to time during the Term (collectively, “Anti-Corruption Laws”). By signing this Agreement, each Party represents, warrants and covenants (as applicable) to the other Party that: 1.1.1 1.6.1. it is familiar with the provisions and restrictions contained in the Anti-Corruption Laws applicable to it as now in effect and will familiarize itself with any changes or additions thereto as may be enacted or promulgated following the date of this Agreement; 1.1.2 1.6.2. it shall at all times comply with the Anti-Corruption Laws applicable to it and shall put in place practices, policies and procedures designed to ensure such compliance and to identify any incident of non-compliance; 1.1.3 1.6.3. it shall notify the other Party immediately upon becoming aware of any breach of, or failure to comply with, any Anti-Corruption LawLaw applicable to it, in connection with the performance of its obligations under this Agreement; 1.1.4 1.6.4. it shall not, in the course of its duties under this Agreement, offer, promise, give, demand, seek or accept, directly or indirectly, any gift or payment, consideration or benefit in kind to any Covered Person that would or could be construed as an illegal or corrupt practice; 1.1.5 1.6.5. it is not a Covered Person or not acting on behalf of any Covered Person; and 1.1.6 1.6.6. it shall immediately notify the other Party of any attempt by any Covered Person to directly or indirectly solicit, ask for, or attempt to extort anything of value from it, its Affiliates or Sublicensees, and shall refuse any such solicitation, request or extortionate demand except a facilitating payment as expressly permitted under the Anti-Corruption Lawsdemand.

Appears in 1 contract

Samples: License Agreement (ADC Therapeutics SA)

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