Common use of Ethical Behaviour Clause in Contracts

Ethical Behaviour. 33.1 The Parties shall not, and each Party shall ensure that its respective affiliates and personnel shall not, Induce or do or agree to do any other act, failure to act or thing in connection with the provision of the Services or any other agreement between any Contractor affiliate or its subcontractor (to the extent engaged by the Contractor in providing the Services to Smart DCC), including the performance or award of any such agreement, that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including: 33.1.1 the UK Xxxxxxx Xxx 0000 (and/or the laws and legislation it repeals), the Proceeds of Crime Xxx 0000, the Theft Xxx 0000, the Fraud Xxx 0000 and the Companies Xxx 0000; 33.2 The Contractor undertakes, warrants and represents that it shall maintain policies, procedures and guidelines that are applicable to all Contractor affiliates and Contractor personnel (including subcontractors to the extent engaged by the Contractor in providing the Services to Smart DCC) and are intended and designed to prevent them doing or failing to do any act or thing that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including a gifts and entertainment policy requiring such persons not to undertake, offer, promise, give, authorise, request, accept or agree any Inducement (or to agree to do any of the foregoing). 33.3 The Contractor agrees to notify Smart DCC and confirm the same promptly in writing immediately upon discovering any instance where it has, or any of its Affiliates or Contractor Personnel have, failed to comply with any provisions of this Clause 33. 33.4 Each Party agrees to notify the other as soon as reasonably practicable upon becoming aware of any extortive solicitation, demand or other request for anything of value, by or on behalf of any person (including any Public Official) relating to this Agreement or its subject matter. 33.5 Each Party shall hold harmless, indemnify and keep indemnified the other Party and its successor’s assigns, officers, employees and representatives against losses which it suffers or incurs in connection with a breach of Clause 33 and/or, in the case of the Contractor, a breach of Clause 33.2. This Clause 33.5 shall not require a Party to indemnify the Party for the amount of any fine constituting a criminal penalty, to the extent that such indemnity would not be permitted by Applicable Law.

Ethical Behaviour. 33.1 32.1 The Parties shall not, and each Party shall ensure that its respective affiliates and personnel shall not, Induce or do or agree to do any other act, failure to act or thing in connection with the provision of the Services or any other agreement between any Contractor affiliate or its subcontractor (to the extent engaged by the Contractor in providing the Services to Smart DCC), including the performance or award of any such agreement, that contravenes any Applicable Law applicable law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including: 33.1.1 32.1.1 the UK Xxxxxxx Xxx 0000 (and/or the laws and legislation it repeals), the Proceeds of Crime Xxx 0000, the Theft Xxx 0000, the Fraud Xxx 0000 and the Companies Xxx 0000; 33.2 32.2 The Contractor undertakes, warrants and represents that it shall maintain policies, procedures and guidelines that are applicable to all Contractor affiliates and Contractor personnel (including subcontractors to the extent engaged by the Contractor in providing the Services to Smart DCC) and are intended and designed to prevent them doing or failing to do any act or thing that contravenes any Applicable Law applicable law or requirement of a regulatory authority relating to anti-anti- bribery and corruption or anti-money laundering, including a gifts and entertainment policy requiring such persons not to undertake, offer, promise, give, authorise, request, accept or agree any Inducement (or to agree to do any of the foregoing). 33.3 32.3 The Contractor agrees to notify Smart DCC and confirm the same promptly in writing immediately upon discovering any instance where it has, or any of its Affiliates or Contractor Personnel have, failed to comply with any provisions of this Clause 33clause 32. 33.4 32.4 Each Party agrees to notify the other as soon as reasonably practicable upon becoming aware of any extortive solicitation, demand or other request for anything of value, by or on behalf of any person (including any Public Official) relating to this Agreement or its subject matter. 33.5 32.5 Each Party shall hold harmless, indemnify and keep indemnified the other Party and its successor’s assigns, officers, employees and representatives against losses which it suffers or incurs in connection with a breach of Clause 33 clause 32 and/or, in the case of the Contractor, a breach of Clause 33.2clause 32.2. This Clause 33.5 shall not require a Party to indemnify the Party for the amount of any fine constituting a criminal penalty, to the extent that such indemnity would not be permitted by Applicable Law.clause

Ethical Behaviour. 33.1 The Parties shall not, and each Party shall ensure that its respective affiliates and personnel shall not, Induce or do or agree to do any other act, failure to act or thing in connection with the provision of the Services or any other agreement between any Contractor affiliate or its subcontractor (to the extent engaged by the Contractor in providing the Services to Smart DCC), including the performance or award of any such agreement, that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including: 33.1.1 33.2.1 the UK Xxxxxxx Xxx 0000 Bribery Act 2010 (and/or the laws and legislation it repeals), the Proceeds of Crime Xxx 0000Act 2002, the Theft Xxx 0000Act 1968, the Fraud Xxx 0000 Act 2006 and the Companies Xxx 0000Act 2006; 33.2 The Contractor undertakes, warrants and represents that it shall maintain policies, procedures and guidelines that are applicable to all Contractor affiliates and Contractor personnel (including subcontractors to the extent engaged by the Contractor in providing the Services to Smart DCC) and are intended and designed to prevent them doing or failing to do any act or thing that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including a gifts and entertainment policy requiring such persons not to undertake, offer, promise, give, authorise, request, accept or agree any Inducement (or to agree to do any of the foregoing). 33.3 The Contractor agrees to notify Smart DCC and confirm the same promptly in writing immediately upon discovering any instance where it has, or any of its Affiliates or Contractor Personnel have, failed to comply with any provisions of this Clause 33. 33.4 Each Party agrees to notify the other as soon as reasonably practicable upon becoming aware of any extortive solicitation, demand or other request for anything of value, by or on behalf of any person (including any Public Official) relating to this Agreement or its subject matter. 33.5 Each Party shall hold harmless, indemnify and keep indemnified the other Party and its successor’s assigns, officers, employees and representatives against losses which it suffers or incurs in connection with a breach of Clause 33 and/or, in the case of the Contractor, a breach of Clause 33.2. This Clause 33.5 shall not require a Party to indemnify the Party for the amount of any fine constituting a criminal penalty, to the extent that such indemnity would not be permitted by Applicable Law.

Ethical Behaviour. 33.1 17.1 The Parties shall not, and each Party shall ensure that its respective affiliates Affiliates and personnel shall not, Induce or do or agree to do any other act, failure to act or thing in connection with the provision of the Services or any other agreement between any Contractor affiliate Customer Affiliate and any member(s) of Language Line TI Ltd plc. or its subcontractor Subcontractors (to the extent engaged by the Contractor Language Line TI Ltd in providing the Services to Smart DCCthe Customer), including the performance or award of any such agreement, that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-anti- money laundering, including: 33.1.1 17.1.1 the UK Xxxxxxx Xxx 0000 (and/or the laws and legislation it repeals), the Proceeds of Crime Xxx 0000, the Theft Xxx 0000, the Fraud Xxx 0000 and the Companies Xxx 0000; 33.2 17.1.2 in the case of a Public Official, any Applicable Law applicable to the Public Official in his capacity as such; and 17.1.3 the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on 17 December 1997, which entered into force on 15 February 1999, and the commentaries to it (as amended and/or added to from time to time). 17.2 The Contractor Customer undertakes, warrants and represents that it shall maintain policies, procedures and guidelines that are applicable to all Contractor affiliates Customer Affiliates and Contractor Customer personnel (including subcontractors to the extent engaged by the Contractor in providing the Services to Smart DCC) and are intended and designed to prevent them doing or failing to do any act or thing that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including a gifts and entertainment policy requiring such persons not to undertake, offer, promise, give, authorise, request, accept or agree any Inducement (or to agree to do any of the foregoing). 33.3 17.3 The Contractor Customer agrees to notify Smart DCC Language Line TI Ltd and confirm the same promptly in writing immediately upon discovering any instance where it has, or any of its the Customer Affiliates or Contractor Personnel Customer personnel have, failed to comply with any provisions of this Clause 33clause 17. 33.4 17.4 Each Party agrees to notify the other as soon as reasonably practicable upon becoming aware of any extortive solicitation, demand or other request for anything of value, by or on behalf of any person (including any Public Official) relating to this Agreement or its subject matter. 33.5 17.5 Each Party shall hold harmless, indemnify and keep indemnified the other Party party and its successor’s successors assigns, officers, employees and representatives against losses which it suffers or incurs in connection with a breach of Clause 33 and/or, in the case of the Contractor, a breach of Clause 33.2this clause 17. This Clause 33.5 clause 17.5 shall not require a Party to indemnify the Party for the amount of any fine constituting a criminal penalty, to the extent that such indemnity would not be permitted by Applicable Law. 17.6 Upon reasonable request by Language Line TI Ltd from time to time the Parties shall meet to discuss, agree and document in accordance with clause 21.4 any additions or amendments to the requirements of this Agreement that Language Line TI Ltd considers necessary or appropriate to comply with the requirements of, and implement appropriate checks, controls, processes and procedures in relation to, the UK Xxxxxxx Xxx 0000 or any other Applicable Law relating to anti-bribery and corruption or anti-money laundering. 17.7 Without prejudice to the parties’ respective obligations to comply with Applicable Law, if the Customer or its personnel receive a request to audit or for information, data, access and/or any other requirement, from any regulatory authority as contemplated by the agreement: 17.7.1 the Customer shall promptly notify Language Line TI Ltd in writing of such request; and 17.7.2 if Language Line TI Ltd considers that the relevant regulatory authority may be acting outside the scope of its lawful authority in making such request, Language Line TI Ltd shall notify the Customer of the same and the Parties shall promptly discuss and agree (acting reasonably) the relevant response to that regulatory authority, provided that if Language Line TI Ltd wishes the Customer to cooperate with the request notwithstanding any considerations as to the scope of the regulatory authority’s lawful authority, the Customer shall comply with all instructions of Language Line TI Ltd in relation to such request (subject always to the provisions of this agreement).

Ethical Behaviour. 33.1 The Parties shall not, and each Party shall ensure that its respective affiliates Affiliates and personnel shall not, Induce or do or agree to do any other act, failure to act or thing in connection with the provision of the Services or any other agreement between any member of the Contractor affiliate or its subcontractor Affiliates or its subcontractors (to the extent engaged by the Contractor in providing the Services to Smart DCC), including the performance or award of any such agreement, that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including: 33.1.1 the UK Xxxxxxx Xxx 0000 (and/or the laws and legislation it repeals), the Proceeds of Crime Xxx 0000, the Theft Xxx 0000, the Fraud Xxx 0000 and the Companies Xxx 0000; 33.2 The Contractor undertakes, warrants and represents that it shall maintain policies, procedures and guidelines that are applicable to all members of the Contractor affiliates Group and Contractor personnel (including subcontractors to the extent engaged by the Contractor in providing the Services to Smart DCC) Personnel and are intended and designed to prevent them doing or failing to do any act or thing that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including a gifts and entertainment policy requiring such persons not to undertake, offer, promise, give, authorise, request, accept or agree any Inducement (or to agree to do any of the foregoing). 33.3 The Contractor agrees to notify Smart DCC and confirm the same promptly in writing immediately upon discovering any instance where it has, or any of its Affiliates or Contractor Personnel have, failed to comply with any provisions of this Clause 33. 33.4 Each Party agrees to notify the other as soon as reasonably practicable upon becoming aware of any extortive solicitation, demand or other request for anything of value, by or on behalf of any person (including any Public Official) relating to this Agreement or its subject matter. 33.5 Each Party shall hold harmless, indemnify and keep indemnified the other Party and its successor’s assigns, officers, employees and representatives against losses which it suffers or incurs in connection with a breach of Clause 33 and/or, in the case of the Contractor, a breach of Clause 33.2. This Clause 33.5 shall not require a Party to indemnify the Party for the amount of any fine constituting a criminal penalty, to the extent that such indemnity would not be permitted by Applicable Law. 33.6 During the Term of this Agreement and for a period of 12 months following completion, or termination of the provision, of the Services under this agreement between the parties, neither party will either directly or indirectly solicit, employ or engage, any personnel (including but not limited to employees, contractors, subcontractors and agents) of the other party who within the preceding 12 months has been involved directly in the Services or otherwise connected with this Agreement. Breach of this condition will render the defaulting party liable to pay the other party liquidated damages equal to the annual gross salary of the individual concerned on the date that individual gives notice of resignation, without prejudice to that party’s other rights, including injunctive relief. This provision shall not apply to offers of employment resulting from general recruitment advertising.

Ethical Behaviour. 33.1 32.1 The Parties shall not, and each Party shall ensure that its respective affiliates and personnel shall not, Induce or do or agree to do any other act, failure to act or thing in connection with the provision of the Services or any other agreement between any Contractor affiliate or its subcontractor (to the extent engaged by the Contractor in providing the Services to Smart DCC), including the performance or award of any such agreement, that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including: 33.1.1 32.1.1 the UK Xxxxxxx Xxx 0000 (and/or the laws and legislation it repeals), the Proceeds of Crime Xxx 0000, the Theft Xxx 0000, the Fraud Xxx 0000 and the Companies Xxx 0000; 33.2 32.2 The Contractor undertakes, warrants and represents that it shall maintain policies, procedures and guidelines that are applicable to all Contractor affiliates and Contractor personnel (including subcontractors to the extent engaged by the Contractor in providing the Services to Smart DCC) and are intended and designed to prevent them doing or failing to do any act or thing that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including a gifts and entertainment policy requiring such persons not to undertake, offer, promise, give, authorise, request, accept or agree any Inducement (or to agree to do any of the foregoing). 33.3 32.3 The Contractor agrees to notify Smart DCC and confirm the same promptly in writing immediately upon discovering any instance where it has, or any of its Affiliates or Contractor Personnel have, failed to comply with any provisions of this Clause 3332. 33.4 32.4 Each Party agrees to notify the other as soon as reasonably practicable upon becoming aware of any extortive solicitation, demand or other request for anything of value, by or on behalf of any person (including any Public Official) relating to this Agreement or its subject matter. 33.5 32.5 Each Party shall hold harmless, indemnify and keep indemnified the other Party party and its successor’s assigns, officers, employees and representatives against losses which it suffers or incurs in connection with a breach of Clause 33 32 and/or, in the case of the Contractor, a breach of Clause 33.2332.2. This Clause 33.5 32.5 shall not require a Party party to indemnify the Party party for the amount of any fine constituting a criminal penalty, to the extent that such indemnity would not be permitted by Applicable Law.

Ethical Behaviour. 33.1 16.1 The Parties shall not, and each Party shall ensure that its respective affiliates Affiliates and personnel shall not, Induce or do or agree to do any other act, failure to act or thing in connection with the provision of the Services or any other agreement between any Contractor affiliate Customer Affiliate and any member(s) of Language Line TI Ltd plc. or its subcontractor Subcontractors (to the extent engaged by the Contractor Language Line TI Ltd in providing the Services to Smart DCCthe Customer), including the performance or award of any such agreement, that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including: 33.1.1 16.1.1 the UK Xxxxxxx Xxx 0000 (and/or the laws and legislation it repeals), the Proceeds of Crime Xxx 0000, the Theft Xxx 0000, the Fraud Xxx 0000 and the Companies Xxx 0000; 33.2 16.1.2 in the case of a Public Official, any Applicable Law applicable to the Public Official in his capacity as such; and 16.1.3 the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on 17 December 1997, which entered into force on 15 February 1999, and the commentaries to it (as amended and/or added to from time to time). 16.2 The Contractor Customer undertakes, warrants and represents that it shall maintain policies, procedures and guidelines that are applicable to all Contractor affiliates Customer Affiliates and Contractor Customer personnel (including subcontractors to the extent engaged by the Contractor in providing the Services to Smart DCC) and are intended and designed to prevent them doing or failing to do any act or thing that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including a gifts and entertainment policy requiring such persons not to undertake, offer, promise, give, authorise, request, accept or agree any Inducement (or to agree to do any of the foregoing). 33.3 16.3 The Contractor Customer agrees to notify Smart DCC Language Line TI Ltd and confirm the same promptly in writing immediately upon discovering any instance where it has, or any of its the Customer Affiliates or Contractor Personnel Customer personnel have, failed to comply with any provisions of this Clause 33clause 16. 33.4 16.4 Each Party agrees to notify the other as soon as reasonably practicable upon becoming aware of any extortive solicitation, demand or other request for anything of value, by or on behalf of any person (including any Public Official) relating to this Agreement or its subject matter. 33.5 16.5 Each Party shall hold harmless, indemnify and keep indemnified the other Party party and its successor’s successors assigns, officers, employees and representatives against losses which it suffers or incurs in connection with a breach of Clause 33 and/or, in the case of the Contractor, a breach of Clause 33.2this clause 16. This Clause 33.5 clause 16.5 shall not require a Party to indemnify the Party for the amount of any fine constituting a criminal penalty, to the extent that such indemnity would not be permitted by Applicable Law. 16.6 Upon reasonable request by Language Line TI Ltd from time to time the Parties shall meet to discuss, agree, and document in accordance with clause 20.4 any additions or amendments to the requirements of this Agreement that Language Line TI Ltd considers necessary or appropriate to comply with the requirements of, and implement appropriate checks, controls, processes and procedures in relation to, the UK Xxxxxxx Xxx 0000 or any other Applicable Law relating to anti- bribery and corruption or anti-money laundering. 16.7 Without prejudice to the parties’ respective obligations to comply with Applicable Law, if the Customer or its personnel receive a request to audit or for information, data, access and/or any other requirement, from any regulatory authority as contemplated by the agreement: 16.7.1 the Customer shall promptly notify Language Line TI Ltd in writing of such request; and 16.7.2 if Language Line TI Ltd considers that the relevant regulatory authority may be acting outside the scope of its lawful authority in making such request, Language Line TI Ltd shall notify the Customer of the same and the Parties shall promptly discuss and agree (acting reasonably) the relevant response to that regulatory authority, provided that if Language Line TI Ltd wishes the Customer to cooperate with the request notwithstanding any considerations as to the scope of the regulatory authority’s lawful authority, the Customer shall comply with all instructions of Language Line TI Ltd in relation to such request (subject always to the provisions of this agreement).

Ethical Behaviour. 33.1 32.1 The Parties shall not, and each Party shall ensure that its respective affiliates and personnel shall not, Induce or do or agree to do any other act, failure to act or thing in connection with the provision of the Services or any other agreement between any Contractor affiliate or its subcontractor (to the extent engaged by the Contractor in providing the Services to Smart DCC), including the performance or award of any such agreement, that contravenes any Applicable Law applicable law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including: 33.1.1 32.1.1 the UK Xxxxxxx Xxx 0000 (and/or the laws and legislation it repeals), the Proceeds of Crime Xxx 0000, the Theft Xxx 0000, the Fraud Xxx 0000 and the Companies Xxx 0000; 33.2 32.2 The Contractor undertakes, warrants and represents that it shall maintain policies, procedures and guidelines that are applicable to all Contractor affiliates and Contractor personnel (including subcontractors to the extent engaged by the Contractor in providing the Services to Smart DCC) and are intended and designed to prevent them doing or failing to do any act or thing that contravenes any Applicable Law applicable law or requirement of a regulatory authority relating to anti-anti- bribery and corruption or anti-money laundering, including a gifts and entertainment policy requiring such persons not to undertake, offer, promise, give, authorise, request, accept or agree any Inducement (or to agree to do any of the foregoing). 33.3 32.3 The Contractor agrees to notify Smart DCC and confirm the same promptly in writing immediately upon discovering any instance where it has, or any of its Affiliates or Contractor Personnel have, failed to comply with any provisions of this Clause 33clause 32. 33.4 32.4 Each Party agrees to notify the other as soon as reasonably practicable upon becoming aware of any extortive solicitation, demand or other request for anything of value, by or on behalf of any person (including any Public Official) relating to this Agreement or its subject matter. 33.5 32.5 Each Party shall hold harmless, indemnify and keep indemnified the other Party and its successor’s assigns, officers, employees and representatives against losses which it suffers or incurs in connection with a breach of Clause 33 clause 32 and/or, in the case of the Contractor, a breach of Clause 33.2clause 32.2. This Clause 33.5 clause 32.5 shall not require a Party to indemnify the Party for the amount of any fine constituting a criminal penalty, to the extent that such indemnity would not be permitted by Applicable Lawapplicable law.