Common use of COMPLIANCE WITH THE FCPA Clause in Contracts

COMPLIANCE WITH THE FCPA. 13.1 It is the policy of Company to comply fully with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2 (“FCPA”), and any other applicable anti-corruption laws (“Company’s FCPA Policy”). Contractor hereby represents and warrants that it is aware of the FCPA, which prohibits the bribery of public officials of any nation. 13.2 Contractor agrees strictly to comply with Company’s FCPA Policy. Any violation of the Company FCPA Policy by Contractor will entitle Company immediately to terminate this Agreement. The determination of whether Contractor has violated the Company FCPA Policy will be made by Company in its sole discretion. 13.3 Contractor understands that offering or giving a bribe or anything of value to a public official of any nation is a criminal offense. Contractor hereby explicitly represents and warrants that neither Contractor, nor, to the knowledge of Contractor, anyone acting on behalf of Contractor (including, but not limited to, the Personnel), has taken any action, directly or indirectly, in violation of the FCPA, Company’s FCPA Policy, or any other anti-corruption laws. Contractor further represents and warrants that it will take no action, and has not in the last 5 years been accused of taking any action, in violation of the FCPA, Company’s FCPA Policy, or any other anti-corruption law. Contractor further represents and warrants that it will not cause any party to be in violation of the FCPA and/or Company’s FCPA Policy and/or any other anti-corruption law. Contractor also agrees to advise all those persons and/or parties supervised by it (including, but not limited to, the Personnel) of the requirements of the FCPA and Company’s FCPA Policy. This representation includes, without limitation, making an offer, payment, promise to pay, or authorization of the payment of any money, or offer, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as that term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office in contravention of the FCPA. 13.4 Contractor further represents and warrants that, should it learn of or have reason to know of any request for payment that is inconsistent with clause 13.2 or 13.3 herein or Company’s FCPA Policy, Contractor shall immediately notify Company of the request. 13.5 Contractor further represents and warrants that Contractor is not a foreign official, as defined under the FCPA, does not represent a foreign official, and that Contractor will not share any fees or other benefits of this contract with a foreign official. 13.6 Contractor will indemnify, defend and hold harmless Company and its affiliates and their respective directors, officers, employees and agents for any and all liability arising from any violation of the FCPA caused or facilitated by Contractor. 13.7 Company and its representatives shall have the right to review and audit, at Company’s expense, any and all books and financial records of Contractor related to Company, at any time. 13.8 In the event Company deems that it has reasonable grounds to suspect Contractor has violated this Agreement or the provisions of the Company FCPA Policy, either in connection with this Agreement or otherwise, Company shall be entitled partially or totally to suspend the performance hereof, without thereby incurring any liability, whether in contract or tort or otherwise, to Contractor or any third party. Such suspension shall become effective forthwith upon notice of suspension by Company to Contractor, and shall remain in full force and effect until an inquiry reveals, to the satisfaction of Company, that Contractor has not violated this Agreement or any of the provisions of Company’s FCPA Policy. Such termination shall not affect Company’s indemnification or audit rights, as described in paragraphs 13.6 and 13.7 herein, and Company shall own all the results and proceeds of Contractor services performed pursuant to this Agreement.

COMPLIANCE WITH THE FCPA. 13.1 It is the policy of Company to comply fully with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2 (“FCPA”), and any other applicable anti-corruption laws (“Company’s FCPA Policy”). Contractor hereby represents and warrants that it is aware of the FCPA, which prohibits the bribery of public officials of any nation. 13.2 Contractor agrees strictly to comply with Company’s FCPA Policy. Any violation of the Company FCPA Policy by Contractor will entitle Company immediately to terminate this Agreement. The determination of whether Contractor has violated the Company FCPA Policy will be made by Company in its sole discretion. 13.3 Contractor understands that offering or giving a bribe or anything of value to a public official of any nation is a criminal offense. Contractor hereby explicitly represents and warrants that neither Contractor, nor, to the knowledge of Contractor, anyone acting on behalf of Contractor (including, but not limited to, the Personnel), has taken any action, directly or indirectly, in violation of the FCPA, Company’s FCPA Policy, or any other anti-corruption laws. Contractor further represents and warrants that it will take no action, and has not in the last 5 years been accused of taking any action, in violation of the FCPA, Company’s FCPA Policy, or any other anti-corruption law. Contractor further represents and warrants that it will not cause any party to be in violation of the FCPA and/or Company’s FCPA Policy and/or any other anti-corruption law. Contractor also agrees to advise all those persons and/or parties supervised by it (including, but not limited to, the Personnel) of the requirements of the FCPA and Company’s FCPA Policy. This representation includes, without limitation, making an offer, payment, promise to pay, or authorization of the payment of any money, or offer, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as that term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office in contravention of the FCPA. 13.4 Contractor further represents and warrants that, should it learn of or have reason to know of any request for payment that is inconsistent with clause 13.2 or 13.3 herein or Company’s FCPA Policy, Contractor shall immediately notify Company of the request. 13.5 Contractor further represents and warrants that Contractor is not a foreign official, as defined under the FCPA, does not represent a foreign official, and that Contractor will not share any fees or other benefits of this contract with a foreign official. 13.6 Contractor Each party will indemnify, defend and hold harmless Company the other party and its affiliates and their respective directors, officers, employees and agents for any and all liability arising from any violation of the FCPA caused or facilitated by ContractorContractorthe indemnifying party. 13.7 Company and its representatives shall have the right to review and audit, at Company’s expense, any and all books and financial records of Contractor related to Company, at any timetime in a manner mutually acceptable to Company and Contractor. 13.8 In the event Company deems that it has reasonable grounds to suspect Contractor has violated this Agreement or the provisions of the Company FCPA Policy, either in connection with this Agreement or otherwise, Company shall be entitled partially or totally to suspend the performance hereof, without thereby incurring any liability, whether in contract or tort or otherwise, to Contractor or any third party. Such suspension shall become effective forthwith upon notice of suspension by Company to Contractor, and shall remain in full force and effect until an inquiry reveals, to the satisfaction of Company, that Contractor has not violated this Agreement or any of the provisions of Company’s FCPA Policy. Such termination shall not affect Company’s indemnification or audit rights, as described in paragraphs 13.6 and 13.7 herein, and Company shall own all the results and proceeds of Contractor services performed pursuant to this Agreement.

COMPLIANCE WITH THE FCPA. 13.1 4.20.1 It is the policy of Company Client to comply fully with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2 (“FCPA”), and any other applicable anti-corruption laws (“Company’s FCPA PolicyAnti-Corruption Laws”). Contractor CONEXIS hereby represents and warrants that it is aware of the FCPA, which prohibits the bribery of public officials of any nation. 13.2 Contractor 4.20.2 CONEXIS agrees strictly to comply with Company’s FCPA PolicyAnti-Corruption Laws. Any violation of the Company FCPA Policy Anti-Corruption Laws by Contractor CONEXIS will entitle Company Client immediately to terminate this Agreement. The determination of whether Contractor has violated the Company FCPA Policy will be made by Company in its sole discretion. 13.3 Contractor 4.20.3 CONEXIS understands that offering or giving a bribe or anything of value to a public official of any nation is a criminal offense. Contractor CONEXIS hereby explicitly represents and warrants that neither ContractorCONEXIS, nor, to the knowledge of ContractorCONEXIS, anyone acting on behalf of Contractor CONEXIS (including, but not limited to, the Personnel), has taken any action, directly or indirectly, in violation of the FCPA, Company’s FCPA Policy, or any other antiAnti-corruption lawsCorruption Laws. Contractor CONEXIS further represents and warrants that it will take no action, and has not in the last 5 years been accused of taking any action, in violation of the FCPA, Company’s FCPA Policy, or any other antiAnti-corruption lawCorruption Laws. Contractor CONEXIS further represents and warrants that it will not knowingly cause any party to be in violation of the FCPA and/or Company’s FCPA Policy and/or any other antiAnti-corruption lawCorruption Laws. Contractor CONEXIS also agrees to advise all those persons and/or parties supervised by it (including, but not limited to, the Personnel) of the requirements of the FCPA and Company’s FCPA PolicyFCPA. This representation includes, without limitation, making an offer, payment, promise to pay, or authorization of the payment of any money, or offer, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as that term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office in contravention of the FCPA. 13.4 Contractor 4.20.4 CONEXIS further represents and warrants that, should it learn of or have reason to know of any request for payment that is inconsistent with clause 13.2 or 13.3 herein or Company’s FCPA PolicyAnti-Corruption Laws, Contractor CONEXIS shall immediately promptly notify Company Client of the request. 13.5 Contractor 4.20.5 CONEXIS further represents and warrants that Contractor CONEXIS is not a foreign official, as defined under the FCPA, does not represent a foreign official, and that Contractor CONEXIS will not share any fees or other benefits of this contract with a foreign officialofficial in contravention of the FCPA. 13.6 Contractor will indemnify, defend and hold harmless Company and its affiliates and their respective directors, officers, employees and agents for any and all liability arising from any violation of the FCPA caused or facilitated by Contractor. 13.7 Company and its representatives shall have the right to review and audit, at Company’s expense, any and all books and financial records of Contractor related to Company, at any time. 13.8 4.20.6 In the event Company deems that it Client has reasonable grounds to suspect Contractor CONEXIS has violated this Agreement or the provisions of the Company FCPA PolicyAnti-Corruption Laws, either in connection with this Agreement or otherwise, Company Client shall be entitled partially or totally to suspend the performance hereof, without thereby incurring any liability, whether in contract or tort or otherwise, to Contractor CONEXIS or any third party. Such suspension shall become effective forthwith upon notice of suspension by Company Client to ContractorCONEXIS, and shall remain in full force and effect until an inquiry reveals, to the reasonable satisfaction of CompanyClient, that Contractor CONEXIS has not violated this Agreement or any of the provisions of Company’s FCPA Policy. Such termination shall not affect Company’s indemnification or audit rights, as described in paragraphs 13.6 and 13.7 herein, and Company shall own all the results and proceeds of Contractor services performed pursuant to this AgreementAnti-Corruption Laws.

COMPLIANCE WITH THE FCPA. 13.1 It is the policy of Company to comply fully with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2 (“FCPA”), and any other applicable anti-corruption laws (“Company’s FCPA Policy”). Contractor hereby represents and warrants that it is aware of the FCPA, which prohibits the bribery of public officials of any nation. 13.2 Contractor agrees strictly to comply with Company’s FCPA Policy. Any violation of the Company FCPA Policy by Contractor will entitle Company immediately to terminate this Agreement. The determination of whether Contractor has violated the Company FCPA Policy will be made by Company in its sole good faith discretion. 13.3 Contractor understands that offering or giving a bribe or anything of value to a public official of any nation is a criminal offense. Contractor hereby explicitly represents and warrants that neither Contractor, nor, to the knowledge of Contractor, anyone acting on behalf of Contractor (including, but not limited to, the Personnel)Contractor, has taken any action, directly or indirectly, in violation of the FCPA, Company’s FCPA Policy, or any other anti-corruption laws. Contractor further represents and warrants that it will take no action, and has not in the last 5 years been accused of taking any action, in violation of the FCPA, Company’s FCPA Policy, or any other anti-corruption law. Contractor further represents and warrants that it will not cause any party to be in violation of the FCPA and/or Company’s FCPA Policy and/or any other anti-corruption law. Contractor also agrees to advise all those persons and/or parties supervised by it (including, but not limited to, the Personnel) of the requirements of the FCPA and Company’s FCPA Policy. This representation includes, without limitation, making an offer, payment, promise to pay, or authorization of the payment of any money, or offer, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as that term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office in contravention of the FCPA. 13.4 Contractor further represents and warrants that, should it learn of or have reason to know of any request for payment that is inconsistent with clause 13.2 or 13.3 herein or Company’s FCPA Policy, Contractor shall immediately notify Company of the request. 13.5 Contractor further represents and warrants that Contractor is not a foreign official, as defined under the FCPA, does not represent a foreign official, and that Contractor will not share any fees or other benefits of this contract with a foreign official. 13.6 Contractor will indemnify, defend and hold harmless Company and its affiliates and their respective directors, officers, employees and agents for any and all liability arising from any violation of the FCPA caused or facilitated by Contractor. 13.7 Company and its representatives shall have the right to review and audit, at Company’s expense, any and all books and financial records of Contractor related to Company, at any time. 13.8 In the event Company deems that it has reasonable grounds to suspect Contractor has violated this Agreement or the provisions of the Company FCPA Policy, either in connection with this Agreement or otherwise, Company shall be entitled partially or totally to suspend the performance hereof, without thereby incurring any liability, whether in contract or tort or otherwise, to Contractor or any third party. Such suspension shall become effective forthwith upon notice of suspension by Company to Contractor, and shall remain in full force and effect until an inquiry reveals, to the satisfaction of Company, that Contractor has not violated this Agreement or any of the provisions of Company’s FCPA Policy. Such termination shall not affect Company’s indemnification or audit rights, as described in paragraphs 13.6 and 13.7 herein, and Company shall own all the results and proceeds of Contractor services performed pursuant to this Agreement.