Common use of Bribery and corruption Clause in Contracts

Bribery and corruption. 22.1. Purchaser hereby warrants that it will not, directly or indirectly, and it has no knowledge that other persons will, directly or indirectly, make any payment, gift or other commitment to its customers, to government officials or to agents, directors and employees of B&R or any other party in a manner contrary to applicable laws (including but not limited to the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (United States) and, where applicable, legislation enacted by member States and signatories implementing the OECD Convention Combating Bribery of Foreign Officials) and shall comply with all relevant laws, regulations, ordinances and rules regarding bribery and corruption. 22.2. Nothing hereunder shall render B&R liable to reimburse Purchaser for any such consideration given or promised. 22.3. Purchaser’s material violation of any of the obligations contained in this Clause 22 may be considered by B&R to be a material breach hereunder and shall entitle B&R to terminate this Order with immediate effect and without prejudice to any further right or remedies on the part of B&R hereunder or applicable law. Purchaser shall indemnify B&R for all liabilities, damages, costs or expenses incurred as a result of any such violation of the above-mentioned obligations and termination of this Order. 22.4. Purchaser understands that ABB’s Code of Conduct is available for consultation online as indicated in Clause 17. Purchaser agrees to perform its contractual obligations hereunder with substantially similar standards of ethical behavior as those found in ABB’s Code of Conduct. 22.5. B&R has established the following reporting channels where Purchaser and its employees may report suspected violations of applicable laws, policies or standards of conduct: Web portal: xxx.xxx.xxx/xxxxxxxxx Telephone: number specified on the above Web portal Mail: address specified on the above Web portal

Bribery and corruption. 22.1. (a) Purchaser hereby warrants that it will not, directly or indirectly, and it has no knowledge that other persons will, directly or indirectly, make any payment, gift or other commitment to its customers, to government officials or to agents, directors and employees of B&R Seller or any other party in a manner contrary to applicable laws (including but not limited to the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (United States) and, where applicable, legislation enacted by member States and signatories implementing the OECD Convention Combating Bribery of Foreign Officials) and shall comply with all relevant rele- vant laws, regulations, ordinances and rules regarding bribery and corruption. 22.2. (b) Nothing hereunder shall render B&R Seller liable to reimburse Purchaser for any such consideration consid- eration given or promised. 22.3. (c) Purchaser’s 's material violation of any of the obligations contained in this Clause 22 Article 20(a) above may be considered by B&R Seller to be a material breach hereunder and shall entitle B&R Seller to terminate ter- minate this Order agreement with immediate effect and without prejudice to any further right or remedies rem- edies on the part of B&R Seller hereunder or applicable law. Purchaser shall indemnify B&R Seller for all liabilities, damages, costs or expenses incurred as a result of any such violation of the above-mentioned obligations and termination of this Orderagreement. 22.4. (d) Purchaser understands that ABB’s Seller's Code of Conduct is available for consultation online as indicated in Clause 17at xxxx://xxx.xxx.xxx/integrity. Purchaser agrees to perform its contractual obligations hereunder here- under with substantially similar standards of ethical behavior as those found in ABB’s Supplier's Code of Conduct. 22.5. B&R (e) Seller has established the following reporting channels where Purchaser and its employees employ- ees may report suspected violations of applicable laws, policies or standards of conduct: Web portal: xxx.xxx.xxx/xxxxxxxxx Telephone: number specified on the above Web portal Mail: address specified on the above Web portal

Bribery and corruption. 22.1. Purchaser hereby warrants ‌ 35.1 Without prejudice to Clause 8.1(K), HS2 Ltd shall be responsible for ensuring that it will notit, directly or indirectly, and it has no knowledge that other persons will, directly or indirectly, make any payment, gift or other commitment to its customers, to government officials or to agents, directors each Delivery Contractor and employees by means of B&R or any other party in a manner contrary the flowdown of contractors’ obligations provided under Clause 35.4, each Delivery Sub-Contractor shall: (A) comply with all Applicable Laws relating to applicable laws anti-bribery and anti-corruption (including but not limited to the Corruption Bribery Act 2010) applicable to the Core Programme (“Anti-Bribery Requirements”);‌ (B) not engage in any activity, practice or conduct which would constitute an offence under any Anti-Bribery Requirements; and (C) have and maintain in place throughout the term of Foreign Public Officials Act this Agreement its own ethics, anti-bribery, whistle-blowing and other policies and procedures which shall include standards no lower than those included in the “DfT(C) Policy Statement on Fraud, Bribery, Theft and Corruption” (Canadaas may be updated from time to time) (as applicable to HS2 Ltd), including adequate procedures under the Foreign Corrupt Practices Act Xxxxxxx Xxx 0000, designed to ensure compliance with the Anti-Bribery Requirements, and will enforce and implement them where appropriate. 35.2 HS2 Ltd shall immediately disclose in writing to the SoS if it becomes aware that: (United StatesA) it has, or any of its associated persons have, directly or indirectly, engaged in any activity, practice or conduct which constitutes or appears reasonably likely to constitute an offence under any Anti-Bribery Requirements; (B) it or any of its associated persons does not have or does not maintain ethics, anti-bribery, whistle-blowing and other policies and procedures providing at least a reasonable level of assurance of ensuring compliance with the Anti- Bribery Requirements; (C) there is any civil recovery or other order, conviction, judgment or any ongoing investigation in connection with any Anti-Bribery Requirements outstanding against itself, its directors, officers, agents or employees or any other person performing functions for or on its behalf, and for which either itself or its associated persons could be liable under any Anti-Bribery Requirements; (D) it or any of its associated persons have been subject to, or have been notified in writing by a Government Authority that it will be subject to, any significant fine, sanction, debarment or penalty relating to a breach of any Anti-Bribery Requirements; (E) a foreign public official becomes an officer or employee of HS2 Ltd or any of its associated persons or acquires a direct membership or shareholding or indirect interest in HS2 Ltd or any of its associated persons; or (F) it is otherwise in breach of any provision of this Clause 35, and, where applicableso far as the information is available to HS2 Ltd or it is permitted by Applicable Laws to do so, legislation enacted by member States any such written disclosure shall: (1) make reference to the facts and signatories implementing circumstances applying from time to time; (2) provide sufficient details as to the OECD Convention Combating Bribery facts and circumstances to enable the SoS to make an accurate assessment of Foreign Officialsthe situation; and (3) describe such action(s) that HS2 Ltd has taken (or will take) in connection with such facts and shall comply with all relevant laws, regulations, ordinances and rules regarding bribery and corruptioncircumstances. 22.2. Nothing hereunder shall render B&R liable 35.3 HS2 Ltd undertakes that it will provide to reimburse Purchaser for the SoS any such consideration given or promisedinformation and explanations as and when reasonably requested by the SoS relating to compliance with its obligations under this Clause 35. 22.3. Purchaser’s material violation of any of 35.4 HS2 Ltd shall ensure that each Delivery Contract obtains from the relevant Delivery Contractor obligations contained equivalent to those imposed on HS2 Ltd in this Clause 22 may 35 and includes a requirement that equivalent obligations are obtained from such Delivery Sub-Contractors in the next tier of contracts, and so on down each tier of contracts (“Anti-Bribery Terms”). HS2 Ltd shall be considered responsible for the compliance by B&R to be a material breach hereunder the Delivery Contractors of the Anti-Bribery Terms and shall entitle B&R to terminate this Order with immediate effect and without prejudice to any further right or remedies on enforce the part of B&R hereunder or applicable law. Purchaser Anti-Bribery Terms obtained from its Delivery Contractors which (the Delivery Contractors) shall indemnify B&R in turn be responsible for all liabilities, damages, costs or expenses incurred as a result of any such violation the enforcement of the aboveAnti-mentioned obligations Bribery Terms obtained from their respective Delivery Sub-Contractors in the next tier of contracts, and termination so on down successive tiers of contracts.‌ 35.5 For the purposes of this Order.Clause 35: 22.4. Purchaser understands (A) the meaning of “adequate procedures” shall be determined in accordance with section 7 of the Xxxxxxx Xxx 0000 (and any guidance issued under section 9 of that ABB’s Code of Conduct is available for consultation online as indicated in Clause 17. Purchaser agrees to perform its contractual obligations hereunder with substantially similar standards of ethical behavior as those found in ABB’s Code of Conduct. 22.5. B&R has established the following reporting channels where Purchaser and its employees may report suspected violations of applicable laws, policies or standards of conduct: Web portal: xxx.xxx.xxx/xxxxxxxxx Telephone: number specified on the above Web portal Mail: address specified on the above Web portalAct);

Bribery and corruption. 22.1. (a) Purchaser hereby warrants that it will not, directly or indirectly, and it has no knowledge that other persons will, directly or indirectly, make any payment, gift or other commitment to its customers, to government officials or to agents, directors and employees of B&R Seller or any other party in a manner contrary to applicable laws (including but not limited to the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (United States) and, where applicable, legislation enacted by member States and signatories implementing the OECD Convention Combating Bribery of Foreign Officials) and shall comply with all relevant laws, regulations, ordinances and rules regarding bribery and corruption. 22.2. (b) Nothing hereunder shall render B&R Seller liable to reimburse Purchaser for any such consideration given or promised. 22.3. (c) Purchaser’s material violation of any of the obligations contained in this Clause 22 Article 18(a) above may be considered by B&R Seller to be a material breach hereunder and shall entitle B&R Seller to terminate this Order agreement with immediate effect and without prejudice to any further right or remedies on the part of B&R Seller hereunder or applicable law. Purchaser shall indemnify B&R Seller for all liabilities, damages, costs or expenses incurred as a result of any such violation of the above-mentioned obligations and termination of this Orderagreement. 22.4. (d) Purchaser understands that ABBSeller’s Code of Conduct is available for consultation online as indicated in Clause 17at xxxx://xxx.xxx.xxx/integrity. Purchaser agrees to perform its contractual obligations hereunder with substantially similar standards of ethical behavior as those found in ABBSupplier’s Code of Conduct. 22.5. B&R (e) Seller has established the following reporting channels where Purchaser and its employees may report suspected violations of applicable laws, policies or standards of conduct: Web portal: xxx.xxx.xxx/xxxxxxxxx Telephone: number specified on the above Web portal Mail: address specified on the above Web portal

Bribery and corruption. 22.1. (a) Purchaser hereby warrants that it will not, directly or indirectly, and it has no knowledge that other persons will, directly or indirectly, make any payment, gift or other commitment to its customers, to government officials or to agents, directors and employees of B&R Seller or any other party in a manner contrary to applicable laws (including but not limited to the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (United States) and, where applicable, legislation enacted by member States and signatories implementing the OECD Convention Combating Bribery of Foreign Officials) and shall comply with all relevant laws, regulations, ordinances and rules regarding bribery and corruption. 22.2. (b) Nothing hereunder shall render B&R Seller liable to reimburse Purchaser for any such consideration given or promised. 22.3. (c) Purchaser’s material violation of any of the obligations contained in this Clause 22 Section 19(a) above may be considered by B&R Seller to be a material breach hereunder and shall entitle B&R Seller to terminate this Order agreement with immediate effect and without prejudice to any further right or remedies on the part of B&R Seller hereunder or applicable law. Purchaser shall indemnify B&R Seller for all liabilities, damages, costs or expenses incurred as a result of any such violation of the above-mentioned obligations and termination of this Orderagreement. 22.4. (d) Purchaser understands that ABBSeller’s Code of Conduct is available for consultation online as indicated in Clause 17at xxxx://xxx.xxx.xxx/integrity. Purchaser agrees to perform its contractual obligations hereunder with substantially similar standards of ethical behavior as those found in ABBSupplier’s Code of Conduct. 22.5. B&R (e) Seller has established the following reporting channels where Purchaser and its employees may report suspected violations of applicable laws, policies or standards of conduct: Web portal: xxx.xxx.xxx/xxxxxxxxx Telephone: number specified on the above Web portal Mail: address specified on the above Web portal:

Bribery and corruption. 22.1. Purchaser hereby warrants 35.1 Without prejudice to Clause 8.1(K), HS2 Ltd shall be responsible for ensuring that it will notit, directly or indirectly, and it has no knowledge that other persons will, directly or indirectly, make any payment, gift or other commitment to its customers, to government officials or to agents, directors each Delivery Contractor and employees by means of B&R or any other party in a manner contrary the flowdown of contractors’ obligations provided under Clause 35.4, each Delivery Sub-Contractor shall: (A) comply with all Applicable Laws relating to applicable laws anti-bribery and anti-corruption (including but not limited to the Corruption Bribery Act 2010) applicable to the Core Programme (“Anti-Bribery Requirements”); (B) not engage in any activity, practice or conduct which would constitute an offence under any Anti-Bribery Requirements; and (C) have and maintain in place throughout the term of Foreign Public Officials Act this Agreement its own ethics, anti-bribery, whistle-blowing and other policies and procedures which shall include standards no lower than those included in the “DfT(C) Policy Statement on Fraud, Bribery, Theft and Corruption” (Canadaas may be updated from time to time) (as applicable to HS2 Ltd), including adequate procedures under the Foreign Corrupt Practices Act Xxxxxxx Xxx 0000, designed to ensure compliance with the Anti-Bribery Requirements, and will enforce and implement them where appropriate. 35.2 HS2 Ltd shall immediately disclose in writing to the SoS if it becomes aware that: (United StatesA) it has, or any of its associated persons have, directly or indirectly, engaged in any activity, practice or conduct which constitutes or appears reasonably likely to constitute an offence under any Anti-Bribery Requirements; (B) it or any of its associated persons does not have or does not maintain ethics, anti-bribery, whistle-blowing and other policies and procedures providing at least a reasonable level of assurance of ensuring compliance with the Anti- Bribery Requirements; (C) there is any civil recovery or other order, conviction, judgment or any ongoing investigation in connection with any Anti-Bribery Requirements outstanding against itself, its directors, officers, agents or employees or any other person performing functions for or on its behalf, and for which either itself or its associated persons could be liable under any Anti-Bribery Requirements; (D) it or any of its associated persons have been subject to, or have been notified in writing by a Government Authority that it will be subject to, any significant fine, sanction, debarment or penalty relating to a breach of any Anti-Bribery Requirements; (E) a foreign public official becomes an officer or employee of HS2 Ltd or any of its associated persons or acquires a direct membership or shareholding or indirect interest in HS2 Ltd or any of its associated persons; or (F) it is otherwise in breach of any provision of this Clause 35, and, where applicableso far as the information is available to HS2 Ltd or it is permitted by Applicable Laws to do so, legislation enacted by member States any such written disclosure shall: (1) make reference to the facts and signatories implementing circumstances applying from time to time; (2) provide sufficient details as to the OECD Convention Combating Bribery facts and circumstances to enable the SoS to make an accurate assessment of Foreign Officialsthe situation; and (3) describe such action(s) that HS2 Ltd has taken (or will take) in connection with such facts and shall comply with all relevant laws, regulations, ordinances and rules regarding bribery and corruptioncircumstances. 22.2. Nothing hereunder shall render B&R liable 35.3 HS2 Ltd undertakes that it will provide to reimburse Purchaser for the SoS any such consideration given or promisedinformation and explanations as and when reasonably requested by the SoS relating to compliance with its obligations under this Clause 35. 22.3. Purchaser’s material violation of any of 35.4 HS2 Ltd shall ensure that each Delivery Contract obtains from the relevant Delivery Contractor obligations contained equivalent to those imposed on HS2 Ltd in this Clause 22 may 35 and includes a requirement that equivalent obligations are obtained from such Delivery Sub-Contractors in the next tier of contracts, and so on down each tier of contracts (“Anti-Bribery Terms”). HS2 Ltd shall be considered responsible for the compliance by B&R to be a material breach hereunder the Delivery Contractors of the Anti-Bribery Terms and shall entitle B&R to terminate this Order with immediate effect and without prejudice to any further right or remedies on enforce the part of B&R hereunder or applicable law. Purchaser Anti-Bribery Terms obtained from its Delivery Contractors which (the Delivery Contractors) shall indemnify B&R in turn be responsible for all liabilities, damages, costs or expenses incurred as a result of any such violation the enforcement of the aboveAnti-mentioned obligations Bribery Terms obtained from their respective Delivery Sub-Contractors in the next tier of contracts, and termination so on down successive tiers of contracts. 35.5 For the purposes of this Order.Clause 35: 22.4. Purchaser understands (A) the meaning of “adequate procedures” shall be determined in accordance with section 7 of the Xxxxxxx Xxx 0000 (and any guidance issued under section 9 of that ABB’s Code of Conduct is available for consultation online as indicated in Clause 17. Purchaser agrees to perform its contractual obligations hereunder with substantially similar standards of ethical behavior as those found in ABB’s Code of Conduct. 22.5. B&R has established the following reporting channels where Purchaser and its employees may report suspected violations of applicable laws, policies or standards of conduct: Web portal: xxx.xxx.xxx/xxxxxxxxx Telephone: number specified on the above Web portal Mail: address specified on the above Web portalAct);