Common use of Modern Slavery Clause in Contracts

Modern Slavery. 19.1 In performing its obligations under this Agreement, the Supplier: (a) shall ensure that it and its Personnel comply with the Applicable Laws related to modern slavery and any anti-slavery and human trafficking policy that the Company has in place from time to time; (b) represents and warrants that, at the date of the Agreement, neither the Supplier nor any of its Personnel: (i) has been convicted of any offence involving slavery and human trafficking anywhere in the world; and/or (ii) is or has been notified that it may be subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking; (c) shall maintain a complete set of records of all documentation and materials provided to the Company in connection with the Agreement and shall implement procedures for its own Personnel, suppliers, sub-contractors, and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains. The Supplier shall make records available for the Company upon reasonable request; (d) shall notify the Company as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Agreement; and (e) shall indemnify the Company against any losses, liabilities, damages, costs (including, but not limited to, legal fees) and expenses incurred by, or awarded against, the Agreement as a result of any breach by the Supplier of Applicable Laws related to modern slavery. 19.2 The Supplier shall immediately notify the Company as soon as it becomes aware of a breach of any of the requirements of Clause 20.1(a). 19.3 The Company may terminate this Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a breach or suspected breach of this Clauses 19. 19.4 Any breach by the Supplier of this Clauses 19 shall be deemed a material breach of this Agreement which is incapable of remedy.

Modern Slavery. 19.1 In performing its obligations under this Agreement, the Supplier: (a) Company shall ensure that that it and its Personnel any Associated Person comply with all applicable laws, statutes, regulations and codes from time to time in force concerning slavery including but not limited to the Applicable Laws related to modern slavery Modern Slavery Xxx 0000 and any the EFDC’s anti-slavery policy as may be updated from time to time (the “Anti-slavery Policy”). The Company represents and warrants that at the date of this Agreement: its responses to EFDC’s slavery and human trafficking policy that due diligence questionnaire are complete and accurate; and neither the Company has in place from time to time; (b) represents and warrants that, at the date of the Agreement, neither the Supplier nor any of its PersonnelAssociated Person: (i) has been convicted of any offence involving slavery and human trafficking anywhere in the worldtrafficking; and/orand (ii) having made reasonable enquiries, so far as it is aware or to the best of its knowledge, has been notified that it may be or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking; (c) shall maintain a complete set of records of all documentation and materials provided to the . The Company in connection with the Agreement and shall implement due diligence procedures for its own PersonnelSubsidiaries, suppliers, sub-contractors, contractors and other participants in its supply chains, to assist to ensure that there is no slavery or human trafficking in its supply chains. The Supplier shall make records available for the Company upon reasonable request; (d) undertakes not to purchase any resource or raw material or products that has been sourced from producers or manufacturers using forced labour in its operations and/or practices. The Company shall notify the Company EFDC as soon as it becomes aware of: any breach, or potential breach, of the Anti-slavery Policy; or any actual or suspected slavery or human trafficking in a supply chain which has a connection with this Agreement. The Company shall prepare and deliver to EFDC no later than the anniversary of this Agreement, an annual slavery and human trafficking report setting out the steps it has taken to ensure that slavery and human trafficking is not taking place in any of its supply chains or in any part of the Business and that it is complying with the Anti-slavery Policy. The Company shall: maintain a complete set of records to trace the supply chain of all works, products and services provided to the Company in connection with this Agreement and the performance of the Services; and (e) and implement annual, Subsidiary, supplier and sub-contractor audits, either directly or through a third party auditor to monitor compliance with the Anti- slavery Policy, the first of which shall be completed by no later than the anniversary of this Agreement. The Company shall implement a system of training for any Associated Person to ensure compliance with the Anti-slavery Policy. The Company shall keep a record of all training offered and completed by its Associated Persons to ensure compliance with the Anti-slavery Policy and shall make a copy of the record available to EFDC on request. The Company shall indemnify the Company EFDC against any losses, liabilities, damages, costs (including, including but not limited to, to legal feesfees on an indemnity basis) and expenses incurred by, or awarded against, against the Agreement EFDC as a result of any breach by the Supplier of Applicable Laws related to modern slavery. 19.2 The Supplier shall immediately notify Anti-slavery Policy. If the Company breaches any terms of this clause 10, EFDC may require the Company or any Subsidiary to take such action as soon EFDC deems fit or as it becomes aware of a breach of may otherwise be required in order to comply with any relevant legislation in consequence of the requirements of Clause 20.1(a)breach. 19.3 The Company may terminate this Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a breach or suspected breach of this Clauses 19. 19.4 Any breach by the Supplier of this Clauses 19 shall be deemed a material breach of this Agreement which is incapable of remedy.

Modern Slavery. 19.1 20.1 In performing its obligations under this Agreement, the Supplier: (a) shall ensure that it and its Personnel comply with the Applicable Laws related to modern slavery Modern Slavery Act 2015 and any anti-slavery and human trafficking policy that the Company has in place from time to time; (b) represents and warrants that, at the date of the Agreement, neither the Supplier nor any of its Personnel: (i) has been convicted of any offence involving slavery and human trafficking anywhere in the world; and/or (ii) is or has been notified that it may be subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking; (c) shall maintain a complete set of records of all documentation and materials provided to the Company in connection with the Agreement and shall implement procedures for its own Personnel, suppliers, sub-contractors, and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains. The Supplier shall make records available for the Company upon reasonable request; (d) shall notify the Company as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Agreement; and (e) shall indemnify the Company against any losses, liabilities, damages, costs (including, but not limited to, legal fees) and expenses incurred by, or awarded against, the Agreement as a result of any breach by the Supplier of Applicable Laws related to modern slaverythe Modern Slavery Act 2015. 19.2 20.2 The Supplier shall immediately notify the Company as soon as it becomes aware of a breach of any of the requirements of Clause 20.1(a). 19.3 20.3 The Company may terminate this Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a breach or suspected breach of this Clauses 1920.1 or 20.2. 19.4 20.4 Any breach by the Supplier of this Clauses 19 20.1, 20.2, 20.3, or 20.4 shall be deemed a material breach of this Agreement which is incapable of remedy.

Modern Slavery. 19.1 20.1 In performing its obligations under this Agreement, the Supplier: (a) shall ensure that it and its Personnel comply with the Applicable Laws related to modern slavery Modern Slavery Act 2015 and any anti-slavery and human trafficking policy that the Company has in place from time to time; (b) represents and warrants that, at the date of the Agreement, neither the Supplier nor any of its Personnel: (i) has been convicted of any offence involving slavery and human trafficking anywhere in the world; and/or (ii) is or has been notified that it may be subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking; (c) shall maintain a complete set of records of all documentation and materials provided to the Company in connection with the Agreement and shall implement procedures for its own Personnel, suppliers, sub-sub- contractors, and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains. The Supplier shall make records available for the Company upon reasonable request; (d) shall notify the Company as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Agreement; and (e) shall indemnify the Company against any losses, liabilities, damages, costs (including, but not limited to, legal fees) and expenses incurred by, or awarded against, the Agreement as a result of any breach by the Supplier of Applicable Laws related to modern slaverythe Modern Slavery Act 2015. 19.2 20.2 The Supplier shall immediately notify the Company as soon as it becomes aware of a breach of any of the requirements of Clause 20.1(a).Error! Reference source not found.. 19.3 20.3 The Company may terminate this Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a breach or suspected breach of this Clauses 1920.1 or 20.2. 19.4 20.4 Any breach by the Supplier of this Clauses 19 Error! Reference source not found., Error! Reference source not found., 16 or Error! Reference source not found. shall be deemed a material breach of this Agreement which is incapable of remedy.

Modern Slavery. 19.1 20.1 In performing its obligations under this Agreement, the Supplier: (a) shall ensure that it and its Personnel comply with the Applicable Laws related to modern slavery Modern Slavery Act 2015 and any anti-slavery and human trafficking policy that the Company has in place from time to time; (b) represents and warrants that, at the date of the Agreement, neither the Supplier nor any of its Personnel: (i) has been convicted of any offence involving slavery and human trafficking anywhere in the world; and/or (ii) is or has been notified that it may be subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking; (c) shall maintain a complete set of records of all documentation and materials provided to the Company in connection with the Agreement and shall implement procedures for its own Personnel, suppliers, sub-sub- contractors, and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains. The Supplier shall make records available for the Company upon reasonable request; (d) shall notify the Company as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Agreement; and (e) shall indemnify the Company against any losses, liabilities, damages, costs (including, but not limited to, legal fees) and expenses incurred by, or awarded against, the Agreement as a result of any breach by the Supplier of Applicable Laws related to modern slaverythe Modern Slavery Act 2015. 19.2 20.2 The Supplier shall immediately notify the Company as soon as it becomes aware of a breach of any of the requirements of Clause 20.1(a20.1 (a). 19.3 20.3 The Company may terminate this Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a breach or suspected breach of this Clauses 1920.1 or 20.2. 19.4 20.4 Any breach by the Supplier of this Clauses 19 20.1, 20.2, 20.3 or 20.4 shall be deemed a material breach of this Agreement which is incapable of remedy.

Modern Slavery. 19.1 In performing 36.1 The Supplier shall (and shall procure compliance by its officers, employees, agents, advisers, suppliers, subcontractors, service providers, Supplier Personnel or other persons associated with it), at its own cost, comply with its obligations under this Agreement, the SupplierModern Slavery Xxx 0000 (“MSA 2015”). 36.2 The Supplier shall respond promptly to any questionnaire or due diligence enquiries put to it by the Client or its representatives relating to the subject of modern slavery and human trafficking and the Supplier warrants that any such information provided shall be true and accurate in all material respects having made such internal enquiries as would be expected by a reasonably prudent and diligent supplier. 36.3 The Supplier warrants to the Client that: (a) shall ensure that it and its Personnel comply with the Applicable Laws related to modern slavery and any anti-slavery and human trafficking policy that the Company has in place from time to time; (b) represents and warrants that, at the date of the Agreement, neither the Supplier nor any none of its Personnel: (i) has officers, employees, agents, advisers, suppliers, subcontractors, service providers, Supplier Personnel or other persons associated with it have been convicted of any offence involving slavery and human trafficking anywhere in the worldtrafficking; and/orand (iib) is none of its officers, employees, agents, advisers, suppliers, subcontractors, service providers, Supplier Personnel or has other persons associated with it have been notified that it may be or are the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking;, and the warranties so provided by the Supplier shall be deemed repeated to the Client on each one (1) month anniversary of the Commencement Date. 36.4 The Supplier undertakes that it shall: (ca) shall maintain a complete set of records of all documentation and materials provided to the Company in connection with the Agreement and shall implement due diligence procedures for its own Personnel, suppliers, sub-contractors, subcontractors and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains. The Supplier shall make records available for the Company upon reasonable request; (d) shall notify the Company as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Agreement; and (eb) shall indemnify the Company against any losses, liabilities, damages, costs (including, but not limited to, legal fees) undertake such training as may be reasonably required to procure that its business and expenses incurred by, or awarded against, the Agreement as a result supply chain are and remain free of any breach by the Supplier of Applicable Laws related to modern human trafficking or slavery. 19.2 The Supplier shall immediately notify the Company as soon as it becomes aware of a breach of any of the requirements of Clause 20.1(a). 19.3 The Company may terminate this Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a breach or suspected breach of this Clauses 19. 19.4 Any breach by the Supplier of this Clauses 19 shall be deemed a material breach of this Agreement which is incapable of remedy.

Modern Slavery. 19.1 In performing its obligations under this Agreement, the Supplier:‌ (a) 20.1 The Supplier shall ensure that it and its Personnel comply with the Applicable Laws related legislation referred to modern slavery and any anti-slavery and human trafficking policy that the Company has in place from time to time; (b) represents and warrants that, at the date section 54 of the AgreementModern Slavery Xxx 0000 (the Modern Slavery Legislation) and the provisions of this clause 20. 20.2 The Supplier undertakes to the Customer that its current and former directors, neither officers, employees, agents, subcontractors and other persons or entities associated with the Supplier nor any have not and shall not engage in activity which could or would place the Customer or the Supplier in breach of its Personnel: (i) has been convicted of any the Modern Slavery Legislation or activity which would constitute an offence involving slavery and human trafficking anywhere under the Modern Slavery Legislation if the conduct took place in the world; and/orUnited Kingdom. (ii) is or has been notified that it may be subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking; (c) shall maintain a complete set of records of all documentation and materials provided to the Company in connection with the Agreement and shall implement procedures for its own Personnel, suppliers, sub-contractors, and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains. 20.3 The Supplier shall make records available for maintain and implement adequate procedures to ensure compliance with and prevent conduct that could give rise to an offence under the Company upon reasonable request;Modern Slavery Legislation. (d) shall notify the Company as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with the Agreement; and (e) 20.4 The Supplier shall indemnify the Company Customer against any losses, liabilities, damages, costs (including, including but not limited to, to legal fees) and expenses incurred by, or awarded against, the Agreement Customer as a result of a breach of this clause 20 by the Supplier, its current and former directors, officers, employees, agents, subcontractors and other persons or entities associated with the Supplier. 20.5 Breach of this clause 20 shall not be a remediable breach and shall entitle the Customer to terminate the Contract for material breach under clause 12.2 with immediate effect. 21 Anti-Bribery and Corruption and Anti-Tax Evasion / Supplier Code of Ethics‌ 21.1 The Supplier undertakes to comply with all applicable laws, statutes, regulations and codes relating to fraud, anti- bribery, anti-corruption and anti-tax evasion (including but not limited to, the Xxxxxxx Xxx 0000 and the Criminal Finances Act 2017) and to ensure compliance by each Supplier employee, authorised representative and authorised sub-contractors of the Supplier. The Supplier shall also have and maintain its own policies and procedures to ensure compliance.‌ 21.2 Supplier undertakes to comply with TRGL’s Supplier Code of Ethics and Conduct (a copy of which will be provided on request) and to ensure compliance by each Supplier employee, authorised representative and/or subcontractor or any Supplier affiliate.. 21.3 Supplier will be directly liable to TRGL for any breach by the any person associated with Supplier of Applicable Laws related to modern slaverywho is performing Services in connection with this Contract. 19.2 21.4 If Supplier (including any person associated with Supplier who is performing Services in connection with this Contract, in all cases whether or not acting with the Supplier’s knowledge) breaches the provisions of this clause 21, TRGL may terminate this Contract on provision of written notice with immediate effect and without further liability. 21.5 The Supplier shall immediately upon becoming aware of any activity that contravenes clause 21.1 notify the Company as soon as it becomes aware Customer of a breach of any of the requirements of Clause 20.1(a)such activity. 19.3 The Company may 21.6 Breach of this clause 21 shall not be a remediable breach and shall entitle the Customer to terminate this Agreement the Contract for material breach under clause 12.1.1 with immediate effect by giving written notice to the Supplier if the Supplier commits a breach or suspected breach of this Clauses 19effect. 19.4 Any breach by the Supplier of this Clauses 19 shall be deemed a material breach of this Agreement which is incapable of remedy.