Common use of PARTNER’S COMPLIANCE OBLIGATIONS Clause in Contracts

PARTNER’S COMPLIANCE OBLIGATIONS. 11.1 Partner shall conduct operations in compliance with applicable laws, rules and regulations in exercising its rights and obligations under this Agreement. Laws may include but not be limited to the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and local anticorruption legislation that may apply. Partner shall comply with SAP’s Partner Code of Conduct, or its own code of conduct if comparable standards are established. Partner confirms that it is not listed by any government agency as debarred, suspended, proposed for suspension or debarment or otherwise determined to be ineligible for government procurement programs. 11.2 In exercising rights and obligations under this Agreement, Partner and anyone acting on Partner’s behalf shall not make, offer, promise or authorize payment of anything of value directly or indirectly to any of the following Prohibited Parties for the purpose of unlawfully influencing their acts or decisions: • Employees, consultants, or representatives of the customer or prospect, • Government officials or employees, • Political party officials or candidates, • Officers or employees of any public international organization, • Immediate family member of such persons (or any other person) for the benefit of such persons Business entertainment conducted for the fulfillment of this Agreement must be appropriate, transparent, compliant with policies of the guest’s company, and absent of any appearance of an attempt to influence business decisions. 11.3 Partner shall only have rights to delegate its obligations under this Agreement to subcontractors if expressly permitted under this Agreement. Partner shall require all subcontractors to agree to terms substantially similar to this Section 11 in writing. Partner must obtain Licensor’s prior written consent before paying any third party a commission, finder’s fee, referral fee, success fee, or any similar payment for activities for purposes of securing business on behalf of Licensor under this Agreement, except pursuant to Partner’s standard partner programs. 11.4 Partner shall not obtain on Licensor´s behalf or provide to Licensor or its Affiliates any information which is not legally available in the Territory, or which is procurement-sensitive, proprietary, or classified, where there is reason to believe that possession of such information is unauthorized, illegal, or unethical.

PARTNER’S COMPLIANCE OBLIGATIONS. 11.1 Partner shall conduct operations in compliance with applicable laws, rules and regulations in exercising its rights and obligations under this Agreement. Laws may include but not be limited to the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and local anticorruption legislation that may apply. Partner shall comply with SAP’s Partner Code of Conduct, or its own code of conduct if comparable standards are established. Partner confirms that it is not listed by any government agency as debarred, suspended, proposed for suspension or debarment or otherwise determined to be ineligible for government procurement programs. 11.2 In exercising rights and obligations under this Agreement, Partner and anyone acting on Partner’s behalf shall not make, offer, promise or authorize payment of anything of value directly or indirectly to any of the following Prohibited Parties for the purpose of unlawfully influencing their acts or decisions: • Employees, consultants, or representatives of the customer or prospect, • Government officials or employees, • Political party officials or candidates, • Officers or employees of any public international organization, • Immediate family member of such persons (or any other person) for the benefit of such persons Business entertainment conducted for the fulfillment fulfilment of this Agreement must be appropriate, transparent, compliant with policies of the guest’s company, and absent of any appearance of an attempt to influence business decisions. 11.3 Partner shall only have rights to delegate its obligations under this Agreement to subcontractors if expressly permitted under this Agreement. Partner shall require all subcontractors to agree to terms substantially similar to this Section 11 in writing. Partner must obtain Licensor’s prior written consent before paying any third party a commission, finder’s fee, referral fee, success fee, or any similar payment for activities for purposes of securing business on behalf of Licensor under this Agreement, except pursuant to Partner’s standard partner programs. 11.4 Partner shall not obtain on Licensor´s behalf or provide to Licensor or its Affiliates any information which is not legally available in the Territory, or which is procurement-sensitive, proprietary, or classified, where there is reason to believe that possession of such information is unauthorized, illegal, or unethical.