No. IV.7.2 - Invalidity of contract due to bribery
(a) Contracts based on or involving the payment or transfer of bribes ("corruption money", "secret commissions", "pots-de-vin", "kickbacks") are void.
(b) Any intentional offer, promise or transfer of any undue pecuniary or other advantage, whether directly or through intermediaries, to a foreign public official or person who directs or works, in any capacity, for a private sector entity, for the benefit of that official or private party or for a third party, in order that the official or private party acts or refrains from acting in relation to the performance of his official or other duties, in order to obtain or retain business or other improper advantages in the conduct of international business constitutes bribery.
1. Anti-Bribery Contract Clause
Anti-bribery Contract Clause
Option (1): Supplier/agent/representative shall comply with applicable laws and regulations relating to anti-corruption, including, without limitation, (i) United States Foreign Corrupt Practices Act, (ii) the UK Bribery Act 2010 irrespective of the place of performance, and (iii) laws and regulations implementing the Organization for Economic Cooperation and Development's Convention on Combating Bribery of Foreign Public Officials in International Business Transaction, the U.N. Convention Against Corruption, in supplier's country or any country where performance of this Contract will occur / Option (2): in performing this Contract, supplier/agent/representative warrants that supplier/agent/representative: (a) has not paid, offered, promised to pay or authorized and will not pay, offer, promise to pay, or authorize the payment directly or indirectly of any monies or anything of value including, entertainment, gifts, gratuities, kickbacks or otherwise, for the purpose of obtaining or rewarding favorable treatment as a X Company supplier/agent/representative. (b) Has not paid, offered, promised to pay or authorized and will not pay, offer, promise to pay, or authorize the payment directly or indirectly of any monies or anything of value to (i) any person or firm employed by or acting for or on behalf of any customer, whether private or governmental, or (ii) any government official or employee or any political party or candidate for political office for the purpose of influencing any act or decision or inducing or rewarding any action by the customer in any commercial transaction or in any governmental matter or securing any improper advantage to assist X Company in obtaining or retaining business or directing business to any person. (c) No owner, partner, officer, director or employee of supplier/agent/representative or of any parent or subsidiary company of supplier/agent/representative or of any parent or subsidiary company of supplier/agent/representative is or will become an official or employee of the government or of an agency or instrumentality of a governmnt or a candidate for political office or a political party official during the term of this Contract, unless such person obtains the prior written approval of X Company. (d) Has not made and will not make, either directly or indirectly, any improper payments, including but not limited to facilitation payments, gratuities or kickbacks. (e) Has established and will maintain an effective business ethics and compliance program and procedures to prevent corruption and ensure compliance with the Bribery Act. Supplier/agent/representative's program and procedures shall implement guidance published by the United Kingdom Ministry of Justice relative to compliance with the Bribery Act. (f) Supplier/agent/representative's will promptly disclose to X Company together with all pertinent facts any violation, or alleged violation in connection with the performance of this Contract. (g) Supplier/agent/representative shall include this clause or equivalent in subcontracts related to this Contract - (International Contracting: Law and Practice - Larry A. DiMatteo- 5.19 A - S. 184)
Seller shall not offer or give a kickback or gratuity (in the form of entertainment, gifts, or otherwise) for the purpose of obtaining or rewarding favorable treatment as a Purchaser supplier - (International Contracting: Law and Practice - Larry A. DiMatteo - 8.10 - S. 292)
Legal Compliance and Foreign Corrupt Practices Act Clause
Distributor agrees to comply with all applicable law and regulations that may pertain to the sale or distribution of the Products pursuant to this Agreement. Distributor represents, warrants and covenants that it is familiar with 49 U.S.C. 78 dd-1, et seq., (the Foreign Corrupt Practice Act) and that it will comply with the provisions of this law - (International Contracting: Law and Practice - Larry A. DiMatteo - 9.03 - S. 330)
Foreign Corrupt Practices Art
To the Company's Knowledge, neither the Company or its Subsidiaries nor any of their respective directors, officers, Employees, agents, Representatives or any other person acting for or on behalf of the Company or any of its Subsidiaries has paid, promised to pay or authorized the payment of any money, or offered, given, promised to give or authorized the giving of anything of value, to any Government Official or any other person under circumstances where it was known, or reasonably should have been known (after due and proper inquiry), that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to a Government Official or any other person for the purpose of: (i) influencing any act or decision of a Government Official or any other person in their official capacity; (ii) inducing a Government Official or any other person to do or omit to do any act in violation of such person's lawful duties; (iii) securing any improper business advantage; or (iv) inducing a Government Official or any other person to influence or affect any act or decision of any Governmental Authority, any company, business enterprise or other entity owned, in whole or in part, or controlled by any Governmental Authority, any political party, any commercial company or any person in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence to extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage.