Ethical Business Practices. (a) By signing this Agreement, Licensee agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics. (b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s, MPP’s or Pfizer’s business. (c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and U.K. Xxxxxxx Xxx 0000. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “Improper Performance” (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity. (d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred. (e) Licensee further acknowledges that no employee of Pfizer and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement. (f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates. (g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available. (h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s behalf which would constitute a violation of this Section 8.5.
Appears in 17 contracts
Samples: License Agreement, License Agreement, License Agreement
Ethical Business Practices. (a) By signing this Agreement, Licensee Xxxxxxxx agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.
(b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees Approved Local Distributors are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s's, MPP’s 's or Pfizer’s Shionogi's business.
(c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) ), U.K. Bribery Act 2010 and U.K. Xxxxxxx Xxx 0000any equivalent laws in Japan. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer Shionogi or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “"Improper Performance” " (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer Shionogi and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer Shionogi and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ ' fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s 's behalf which would constitute a violation of this Section 8.5.
Appears in 3 contracts
Samples: License Agreement, License Agreement, License Agreement
Ethical Business Practices. (a) By signing this Agreement, Licensee Xxxxxxxx agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.
(b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s, MPP’s or Pfizer’s business.
(c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and U.K. Xxxxxxx Xxx 0000. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “Improper Performance” (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s behalf which would constitute a violation of this Section 8.5.
Appears in 2 contracts
Samples: License Agreement, License Agreement
Ethical Business Practices. (a) 4A.1 By signing this Agreement, Licensee MPP agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law law and good business ethics.
(b) 4A.2 Specifically, Licensee MPP warrants that none of the employees, agents, officers, or other members of the management of Licensee MPP or its Affiliates or permitted assignees/transferees are or will become during the term of this Agreement Government Officials officials, officers, agents, or representatives of any government or political party having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and MPP shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “"Payment”"), to Government Officials government or political party officials, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing (hereinafter collectively referred to as "Officials") where such Payment would constitute a violation of any Applicable Lawlaw. In addition, regardless of legality, Licensee has not and MPP shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s, MPP’s 's or PfizerMSD’s business.
(c) Licensee has complied 4A.3 MSD and MPP shall comply with, and has not and will not cause its each other and their Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-anti- corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and U.K. Xxxxxxx Xxx 0000. In light of the aforementioned, Licensee has not the MSD and MPP shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any “Government Official Official” as that term is used in the FCPA, in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer MSD or the MPP or any of their respective Affiliates. Licensee has not bribed MSD and undertakes MPP undertake not to bribe Government Officials government officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “Improper Performance” (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee 4A.4 MPP will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 4A will be prevented, detected and deterred. MPP grants MSD the right, through the engagement of an independent, internationally-recognized accounting firm and with reasonable notice, to: (a) inspect and audit the performance of, and compliance with, this Agreement and applicable laws; and (b) inspect and audit all documents and other records relating to the performance of this Agreement. MPP will cooperate with and provide all reasonable assistance to MSD, its officers, employees, agents, advisors, representatives or contractors exercising MSD's rights under this Section 4A.4. MSD will provide MPP with a commercially reasonable period of notice of the proposed audit; provided, however, dispute as to such notice shall not limit MPP's obligations under this section. The Parties agree that such audits will not be conducted more than once in any 12-month period, unless the prior audit has shown evidence of the failure of MPP or a Sublicensee to perform in compliance with this Agreement or with applicable laws.
(e) Licensee 4A.5 MPP further acknowledges that no employee of Pfizer and MPP MSD or their respective its Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee MPP or its agents, employees, officers, subcontractorssub-contractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), sub- licensees or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP 4A.6 MSD may, in the event that it determines that Licensee MPP has breached any provision of this Section 8.54A, provide written notice to Licensee MPP of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP MSD shall have the sole right to terminate this the Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) 4A.7 In addition to all other remedies and indemnities provided for in this Agreement, Licensee MPP and its Affiliates shall indemnify and hold MPP and Pfizer MSD and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ ' fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee MPP or Third Parties third parties acting on Licensee’s MPP's behalf which would constitute a violation of this Section 8.5.4A.
Appears in 2 contracts
Samples: License Agreement, License Agreement
Ethical Business Practices. (a) By signing this Agreement, Licensee MPP agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.
(b) . Specifically, Licensee MPP warrants that none of the employees, agents, officers, or other members of the management of Licensee MPP or its Affiliates or permitted assignees/transferees are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee MPP has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including including, but not limited to to, any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee MPP has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s, MPP’s or Pfizer’s business.
(c) Licensee has complied . Pfizer and MPP shall comply with, and has not and will not cause its each other and their Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and U.K. Xxxxxxx Xxx 0000. In light of the aforementioned, Licensee has not Pfizer and MPP shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer or the MPP or any of their respective Affiliates. Licensee has not bribed Pfizer and undertakes MPP undertake not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (ia) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “Improper Performance” (as that term is used in the FCPA); or (iib) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee . MPP will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 4.9 will be prevented, detected and deterred.
. MPP grants Pfizer the right, through the engagement of an independent, internationally-recognized accounting firm and with reasonable notice, to: (ei) Licensee inspect and audit the performance of, and compliance with, this Agreement and Applicable Law; and (ii) inspect and audit all documents and other records relating to the performance of this Agreement. MPP will cooperate with and provide all reasonable assistance to Pfizer, its officers, employees, agents, advisors, representatives or contractors exercising Pfizer’s rights under this paragraph. Pfizer will provide MPP with a commercially reasonable period of notice of the proposed audit; provided, however, that dispute as to such notice shall not limit MPP’s obligations under this paragraph. The Parties agree that such audits will not be conducted more than once in any twelve (12)-month period, unless the prior audit has shown evidence of the failure of MPP or a Sublicensee to perform in compliance with this Agreement or with Applicable Law. MPP further acknowledges that no employee of Pfizer and MPP or their respective its Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee MPP or its agents, employees, officers, subcontractors, sublicensees (for clarityi.e., Licensee shall have no sublicensees under this Agreement), Sublicensees) or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP . Pfizer may, in the event that it determines that Licensee MPP has breached any provision of this Section 8.54.9, provide written notice to Licensee MPP of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP Pfizer shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) . In addition to all other remedies and indemnities provided for in this Agreement, Licensee MPP and its Affiliates shall indemnify and hold MPP and Pfizer and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee MPP or Third Parties acting on LicenseeMPP’s behalf which would constitute a violation of this Section 8.54.9.
Appears in 1 contract
Samples: License Agreement
Ethical Business Practices.
(a) By signing this Agreement, Licensee agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.
(b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s, MPP’s or Pfizer’s business.business.
(c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and U.K. Xxxxxxx Xxx 0000. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “Improper Performance” (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s behalf which would constitute a violation of this Section 8.5.
Appears in 1 contract
Samples: License Agreement
Ethical Business Practices. (a) By signing this Agreement, Licensee agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.
(b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s's, MPP’s 's or Pfizer’s 's business.
(c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and U.K. Xxxxxxx Xxx 0000. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “Improper Performance” (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate toterminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ ' fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s 's behalf which would constitute a violation of this Section 8.5.
Appears in 1 contract
Samples: License Agreement
Ethical Business Practices. (a) By signing this Agreement, Licensee agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.. DocuSign Envelope ID: E389DDA3-3EA0-4C1B-801D-93CD35BC54C2
(b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s, MPP’s or Pfizer’s business.
(c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and U.K. Xxxxxxx Xxx 0000. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “Improper Performance” (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, DocuSign Envelope ID: E389DDA3-3EA0-4C1B-801D-93CD35BC54C2 employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s behalf which would constitute a violation of this Section 8.5.
Appears in 1 contract
Samples: License Agreement
Ethical Business Practices. (( a) By signing this Agreement, Licensee agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.
(( b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/assignees/ transferees are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (( hereinafter collectively referred to as a ““ Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s’ s, MPP’s ’ s or Pfizer’s ’ s business.
(( c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and U.K. Xxxxxxx Xxx 0000. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “Improper Performance” (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s behalf which would constitute a violation of this Section 8.5.
Appears in 1 contract
Samples: License Agreement
Ethical Business Practices. (a) By signing this Agreement, Licensee Xxxxxxxx agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.
(b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s, MPP’s or Pfizer’s business.
(c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and U.K. Xxxxxxx Xxx 0000Bribery Act 2010. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “Improper Performance” (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s behalf which would constitute a violation of this Section 8.5.
Appears in 1 contract
Samples: License Agreement
Ethical Business Practices. (a) By signing this Agreement, Licensee agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.. DocuSign Envelope ID: 76B8C7A6-66D1-43C9-84E7-0D151DB61944
(b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s, MPP’s or Pfizer’s business.
(c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and U.K. Xxxxxxx Xxx 0000. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “Improper Performance” (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, DocuSign Envelope ID: 76B8C7A6-66D1-43C9-84E7-0D151DB61944 employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s behalf which would constitute a violation of this Section 8.5.
Appears in 1 contract
Samples: License Agreement
Ethical Business Practices. (a) By signing this Agreement, Licensee agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.. DocuSign Envelope ID: F0C62F1B-BD77-4D06-9219-67924AA8E188
(b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s, MPP’s or Pfizer’s business.
(c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and U.K. Xxxxxxx Xxx 0000. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “Improper Performance” (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, DocuSign Envelope ID: F0C62F1B-BD77-4D06-9219-67924AA8E188 employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s behalf which would constitute a violation of this Section 8.5.
Appears in 1 contract
Samples: License Agreement
Ethical Business Practices. (a) By signing this Agreement, Licensee agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.. DocuSign Envelope ID: 91216EB2-F486-414B-B694-F90CEB5F065E
(b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s, MPP’s or Pfizer’s business.
(c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and U.K. Xxxxxxx Xxx 0000. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “Improper Performance” (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, DocuSign Envelope ID: 91216EB2-F486-414B-B694-F90CEB5F065E employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s behalf which would constitute a violation of this Section 8.5.
Appears in 1 contract
Samples: License Agreement
Ethical Business Practices. (a) By signing this Agreement, Licensee Xxxxxxxx agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.
(b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees Approved Local Distributors are or will become during DocuSign Envelope ID: CA69B741-C435-4DB2-9D40-D4529C9174DE the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s's, MPP’s 's or Pfizer’s Shionogi's business.
(c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) ), U.K. Bribery Act 2010 and U.K. Xxxxxxx Xxx 0000any equivalent laws in Japan. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer Shionogi or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “"Improper Performance” " (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer Shionogi and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer Shionogi and any of its Affiliates harmless from and DocuSign Envelope ID: CA69B741-C435-4DB2-9D40-D4529C9174DE against any and all liabilities (including all costs and reasonable attorneys’ ' fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s 's behalf which would constitute a violation of this Section 8.5.
Appears in 1 contract
Samples: License Agreement
Ethical Business Practices. (a) By signing this Agreement, Licensee agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.. DocuSign Envelope ID: E68F63E3-D274-4CA3-9C96-ECE5CBD30F63
(b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s, MPP’s or Pfizer’s business.
(c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and U.K. Xxxxxxx Xxx 0000. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “Improper Performance” (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, DocuSign Envelope ID: E68F63E3-D274-4CA3-9C96-ECE5CBD30F63 employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s behalf which would constitute a violation of this Section 8.5.
Appears in 1 contract
Samples: License Agreement
Ethical Business Practices. (a) By signing this Agreement, Licensee agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.. DocuSign Envelope ID: 20ED8EAA-71E5-4C18-B49D-62DBEC763D25
(b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s, MPP’s or Pfizer’s business.
(c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and U.K. Xxxxxxx Xxx 0000. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “Improper Performance” (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, DocuSign Envelope ID: 20ED8EAA-71E5-4C18-B49D-62DBEC763D25 employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s behalf which would constitute a violation of this Section 8.5.
Appears in 1 contract
Samples: License Agreement
Ethical Business Practices. (a) By signing this Agreement, Licensee agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.. DocuSign Envelope ID: 174398E9-7BC6-4D69-97DC-01A43A37BFC6
(b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s, MPP’s or Pfizer’s business.
(c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and U.K. Xxxxxxx Xxx 0000. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “Improper Performance” (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, DocuSign Envelope ID: 174398E9-7BC6-4D69-97DC-01A43A37BFC6 employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s behalf which would constitute a violation of this Section 8.5.
Appears in 1 contract
Samples: License Agreement
Ethical Business Practices. (a) By signing this Agreement, Licensee agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.. DocuSign Envelope ID: D912197B-D81E-47C3-A57B-57CF17C9819B
(b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s, MPP’s or Pfizer’s business.
(c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and U.K. Xxxxxxx Xxx 0000. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “Improper Performance” (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, DocuSign Envelope ID: D912197B-D81E-47C3-A57B-57CF17C9819B employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s behalf which would constitute a violation of this Section 8.5.
Appears in 1 contract
Samples: License Agreement
Ethical Business Practices. (a) By signing this Agreement, Licensee Xxxxxxxx agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.
(b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees Approved Local Distributors are or will become during the term of this Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s's, MPP’s 's or Pfizer’s Shionogi's business.
(c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) and ), U.K. Xxxxxxx Xxx 00000000 and any equivalent laws in Japan. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer Shionogi or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “"Improper Performance” " (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer Shionogi and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer Shionogi and any of its Affiliates harmless from and against any and all liabilities (including all costs and reasonable attorneys’ ' fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s 's behalf which would constitute a violation of this Section 8.5.
Appears in 1 contract
Samples: License Agreement
Ethical Business Practices.
(a) By signing this Agreement, Licensee Xxxxxxxx agrees to conduct the business contemplated herein in a manner which is consistent with both Applicable Law and good business ethics.
(b) Specifically, Licensee warrants that none of the employees, agents, officers, or other members of the management of Licensee or its Affiliates or permitted assignees/transferees Approved Local Distributors are or will become during the term of this ofthis Agreement Government Officials having governmental authority to make or participate in any decisions regarding the Licensed Product in the Territory. Licensee has not and shall not make any payment or promise of payment, either directly or indirectly, of money or any other thing of value, including but not limited to any compensation derived from this Agreement (hereinafter collectively referred to as a “Payment”), to Government Officials or representatives of other businesses or persons acting on behalf of any of the foregoing where such Payment would constitute a violation of any Applicable Law. In addition, regardless of legality, Licensee has not and shall not make any Payment either directly or indirectly to Government Officials if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement or any other aspect of Licensee’s's, MPP’s 's or Pfizer’s Shionogi's business.
(c) Licensee has complied and shall comply with, and has not and will not cause its Affiliates, associates, directors, officers, shareholders, employees, representatives, or agents worldwide to be in violation with any applicable anti-corruption law or regulation and notably without limiting the foregoing to any provision of the United States Foreign Corrupt Practices Act (the “FCPA”) ), U.K. Bribery Act 2010 and U.K. Xxxxxxx Xxx 0000any equivalent laws in Japan. In light of the aforementioned, Licensee has not and shall not, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official in order to obtain or retain business or to secure any commercial or financial advantage for Licensee, Pfizer Shionogi or the MPP or any of their respective Affiliates. Licensee has not bribed and undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: offering, promising, or giving a financial or other advantage to another person where: (i) it is intended to bring about the improper performance of a relevant function or activity, or to reward such “"Improper Performance” " (as that term is used in the FCPA); or (ii) acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity.
(d) Licensee will maintain proper and accurate books, records, and accounts which accurately and fairly reflect any and all payments made, expenses incurred and assets disposed of in connection with its performance of this Agreement, and will maintain an internal accounting controls system to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurances that any breaches of this Section 8.5 will Section8.5will be prevented, detected and deterred.
(e) Licensee further acknowledges that no employee of Pfizer Shionogi and MPP or their respective Affiliates shall have the authority to give any direction, either written or oral, relating to any Payment by Licensee or its agents, employees, officers, subcontractors, sublicensees (for clarity, Licensee shall have no sublicensees under this Agreement), or Affiliates, to any Third Party in violation of this Agreement.
(f) Licensee represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (( including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
(g) MPP may, in the event that it determines that Licensee has breached any provision of this Section 8.5ofthis Section8.5, provide written notice to Licensee of its intention to terminate this Agreement, along with any evidence supporting its claim of breach (“Breach”) to the extent that it is possible to provide. The Parties will discuss any mitigation plans to the Breach but in the event that no consensus can be reached, MPP shall have the sole right to terminate this Agreement. These measures are in addition and without prejudice to any other remedies that may be available.
(h) In addition to all other remedies and indemnities provided for in this Agreement, Licensee and its Affiliates shall indemnify and hold MPP and Pfizer Shionogi and any of its Affiliates harmless from and against any and all liabilities (( including all costs and reasonable attorneys’ ' fees associated with defending against such claims) that may arise by reason of the acts or omissions of Licensee or Third Parties acting on Licensee’s 's behalf which would constitute a violation of this Section 8.5Section8.5.
Appears in 1 contract
Samples: License Agreement
