Common use of ETHICAL CONDUCT Clause in Contracts

ETHICAL CONDUCT. (a) Seller agrees to provide the products and perform the services hereunder with the highest ethical standards. XX expects Seller to select suppliers and partners who engage in ethical practices and to refrain from any activity that results or may result in a conflict of interest, embarrassment to TI, or harm TI's reputation. Seller will: (a) maintain transparency and accuracy in corporate record keeping and (b) act lawfully and with integrity in handling competitive data, proprietary information and other Intellectual Property (as defined in Section 13(a) below). (b) Seller warrants that it understands the US Foreign Corrupt Practices Act and similar laws and regulations in the countries in which Seller operates. Seller shall not directly or indirectly offer or make any payment, or offer or give anything of value to any Government Official or his or her family members, to gain or maintain any business. Seller warrants that in its performance of this Purchase Order, Seller does not and will not make such prohibited payment. TI may deduct an amount equal to the amount of the prohibited payment made by Seller from the payment to Seller under this Purchase Order. Seller’s breach of this section constitutes a material breach to this Purchase Order for which TI may immediately terminate this Purchase Order. “Government Official” in this Section means any officer or employee of, or any person acting in an official capacity for, any government (including federal, state, local municipal and national governments), any governmental department, agency, corporation (including state-owned or controlled entities thereof), or public international organization, or any political party official or any candidate for political office.

ETHICAL CONDUCT. (a) Seller agrees to provide the products and perform the services hereunder with the highest ethical standards. XX expects Seller to select suppliers and partners who engage in ethical practices and to refrain from any activity that results or may result in a conflict of interest, embarrassment to TI, or harm TI's reputation. Seller will: (a) maintain transparency and accuracy in corporate record keeping and (b) act lawfully and with integrity in handling competitive data, proprietary information and other Intellectual Property (as defined in Section 13(a) below). (b) Seller warrants that it understands the US Foreign Corrupt Practices Act, the Malaysia Anti-Corruption Commission Act 2009 and similar laws and regulations in the countries in which Seller operates. Seller shall not directly or indirectly offer or make any payment, or offer or give anything of value to any Government Official or his or her family members, to gain or maintain any business. Seller warrants that in its performance of this Purchase Order, Seller does not and will not make such prohibited payment. TI may deduct an amount equal to the amount of the prohibited payment made by Seller from the payment to Seller under this Purchase Order. Seller’s breach of this section constitutes a material breach to this Purchase Order for which TI may immediately terminate this Purchase Order. “Government Official” in this Section means any officer or employee of, or any person acting in an official capacity for, any government (including federal, state, local municipal and national governments), any governmental department, agency, corporation (including state-owned or controlled entities thereof), or public international organization, or any political party official or any candidate for political office.

ETHICAL CONDUCT. (a) Seller agrees to provide the products and perform the services hereunder with the highest ethical standards. XX expects Seller to select suppliers and partners who engage in ethical practices and to refrain from any activity that results or may result in a conflict of interest, embarrassment to TI, or harm TI's reputation. Seller will: (a) maintain transparency and accuracy in corporate record keeping and (b) act lawfully and with integrity in handling competitive data, proprietary information and other Intellectual Property (as defined in Section 13(a) below). (b) Seller warrants that it understands the US Foreign Corrupt Practices Act, the Singapore Prevention of Corruption Act and similar laws and regulations in the countries in which Seller operates. Seller shall not directly or indirectly offer or make any payment, or offer or give anything of value to any Government Official or his or her family members, to gain or maintain any business. Seller warrants that in its performance of this Purchase Order, Seller does not and will not make such prohibited payment. TI may deduct an amount equal to the amount of the prohibited payment made by Seller from the payment to Seller under this Purchase Order. Seller’s breach of this section constitutes a material breach to this Purchase Order for which TI may immediately terminate this Purchase Order. “Government Official” in this Section means any officer or employee of, or any person acting in an official capacity for, any government (including federal, state, local municipal and national governments), any governmental department, agency, corporation (including state-state- owned or controlled entities thereof), or public international organization, or any political party official or any candidate for political office.

ETHICAL CONDUCT. (a) Seller agrees to provide the products and perform the services hereunder with the highest ethical standards. XX expects Seller to select suppliers and partners who engage in ethical practices and to refrain from any activity that results or may result in a conflict of interest, embarrassment to TI, or harm TI's reputation. Seller will: (a) maintain transparency and accuracy in corporate record keeping and (b) act lawfully and with integrity in handling competitive data, proprietary information and other Intellectual Property (as defined in Section 13(a) below). (b) Seller warrants that it understands the US Foreign Corrupt Practices Act, The Revised Penal Code of the Philippines (provisions on Bribery and Corruption) and The Anti-Graft and Corrupt Practices Act of the Philippines and similar laws and regulations in the countries in which Seller operates. Seller shall not directly or indirectly offer or make any payment, or offer or give anything of value to any Government Official or his or her family members, to gain or maintain any business. Seller warrants that in its performance of this Purchase Order, Seller does not and will not make such prohibited payment. TI may deduct an amount equal to the amount of the prohibited payment made by Seller from the payment to Seller under this Purchase Order. Seller’s breach of this section constitutes a material breach to this Purchase Order for which TI may immediately terminate this Purchase Order. “Government Official” in this Section means any officer or employee of, or any person acting in an official capacity for, any government (including federal, state, local municipal and national governments), any governmental department, agency, corporation (including state-owned or controlled entities thereof), or public international organization, or any political party official or any candidate for political office.this

ETHICAL CONDUCT. (a) Seller agrees to provide the products and perform the services hereunder with the highest ethical standards. XX expects Seller to select suppliers and partners who engage in ethical practices and to refrain from any activity that results or may result in a conflict of interest, embarrassment to TI, or harm TI's reputation. Seller will: (aai) maintain transparency and accuracy in corporate record keeping and (bb-) act lawfully and with integrity in handling competitive data, proprietary information and other . Intellectual Property (as defined in Section 13(a) below). (b) Seller warrants that it understands the US Foreign Corrupt Practices Act and the India Prevention of Corruption Act 1988, and similar laws and regulations in the countries in which Seller operates. Seller shall not directly or indirectly offer or make any payment, or offer or give anything of value to any Government Official or his or her family members, to gain or maintain any business. Seller warrants that in its performance of this Purchase Order, Seller does not and will not make such prohibited payment. TI may deduct an amount equal to the amount of the prohibited payment made by Seller from the payment to Seller under this Purchase Order. Seller’s breach of this section constitutes a material breach to this Purchase Order for which TI may immediately terminate this Purchase Order. “Government Official” in this Section means any officer or employee of, or any person acting in an official capacity for, any government (including federal, state, local municipal and national governments), any governmental department, agency, corporation (including state-owned or controlled entities thereof), or public international organization, or any political party official or any candidate for political office.