Ethical Business. (i) In performing their obligations hereunder, the Parties acknowledge that the corporate policy of Licensor and its Affiliates requires that Licensor’s business be conducted within the letter and spirit of the law. By signing this Agreement, the Parties agree to conduct the business contemplated herein in a manner which is consistent with all applicable Law and good business ethics. Specifically, the Parties warrant and agree that in connection with this Agreement and Licensor’s business relating thereto, they, their directors, their employees and their officers shall not offer, make or promise any payment, either directly or indirectly, of money or other assets (hereinafter collectively referred to as “Payment” for the purposes of this Section 12.12(b)), to any government, political party or international organization official, candidate or persons acting on behalf of any of the foregoing or directly associated with them including their staff, business partners, close associates and family (hereinafter collectively referred to as “Officials” for the purposes of this Section 12.12(b)) where such Payment would constitute a violation of any applicable Law. In addition, the Parties shall make no Payment, either directly or indirectly, to Officials if such Payment is for the purpose of improperly influencing decisions or actions with respect to the subject matter of this Agreement or the business activities of Licensor or its Affiliates.
(ii) Licensee acknowledges and agrees that in the event that Licensee engages an Affiliate, subcontractor or agent in the performance of its obligations under this Agreement, that Licensee will conduct due diligence on such Affiliate, subcontractor or agent to ensure such Affiliate’s, subcontractor’s or agent’s suitability to comply with the requirements set forth in this Section 12.12(b), and will maintain records of such due diligence and any identified risks and mitigation records, consistent with Licensee’s customary procedures.
(iii) Licensee represents, warrants and covenants that all books, records, invoices, and other documents relating to payments and expenses under this Agreement are and shall be accurate and reflect in reasonable detail the character and amount of transactions and expenditures.
(iv) Licensee further represents, warrants and agrees that no “off the books” or other similar funds will be maintained or used in connection with this Agreement.
(v) Licensee agrees to ensure that all of Licensee’s employee...
Ethical Business. The Supplier represents and warrants that it will comply with, and ensure that its Representatives comply with the Purchaser’s Code of Ethical Conduct and other fraud and ethics requirements of the Purchaser. The Purchaser’s Code of Ethical Conduct is available for review at h ttp s: / / p e n ske .co m . a u / co mpl ian ce -le ga l/ . The Supplier represents and warrants that neither the Supplier, nor any person acting on behalf of the Supplier, has made or committed to make, nor shall they make or commit to make any payment of money, or gift or anything of value, directly or indirectly, to any government official, for the purpose of securi n g or inducing the act, decision, influence, or omission of such government official to obtain, retain, or direct business, or secu re any improper advantage, for any person. The prohibition on indirect payments or commitments includes any situation where the person making the payments knows, believes, or is aware of the high probability that the person receiving the payments wil l pass the payment through, in whole or in part, to a government official in the circumstances set out in this clause. The Supplier represents and warrants that none of it s Representatives are government officials unless it has been previously disclosed in writing to the Purchaser.
Ethical Business. 24.1 In accordance with the Airlines’ commitment to ethical business practices, each party warrants that when performing any service for or on behalf of the other party, and/or otherwise in relation to any activities it undertakes in connection with the performance of this Agreement, it shall (and shall procure that its employees shall):
(a) comply with all applicable anti-bribery and anti-corruption laws, including but not limited to the UK Xxxxxxx Xxx 0000;
(b) not offer, promise, give or accept any financial or other advantage to or from any person (including any customer or supplier) with the intention of improperly influencing any person in the performance of any function or activity; and
(c) not make, promise or offer, directly or indirectly, any payment, gift or other advantage to a foreign public official with the intention of influencing such official and obtaining or retaining an advantage in the conduct of business.
Ethical Business
