Common use of Bribery and corruption Clause in Contracts

Bribery and corruption. 22.1. Purchaser hereby warrants that it will not, directly or indirectly, and it has no knowledge that other persons will, directly or indirectly, make any payment, gift or other commitment to its customers, to government officials or to agents, directors and employees of B&R or any other party in a manner contrary to applicable laws (including but not limited to the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (United States) and, where applicable, legislation enacted by member States and signatories implementing the OECD Convention Combating Bribery of Foreign Officials) and shall comply with all relevant laws, regulations, ordinances and rules regarding bribery and corruption. 22.2. Nothing hereunder shall render B&R liable to reimburse Purchaser for any such consideration given or promised. 22.3. Purchaser’s material violation of any of the obligations contained in this Clause 22 may be considered by B&R to be a material breach hereunder and shall entitle B&R to terminate this Order with immediate effect and without prejudice to any further right or remedies on the part of B&R hereunder or applicable law. Purchaser shall indemnify B&R for all liabilities, damages, costs or expenses incurred as a result of any such violation of the above-mentioned obligations and termination of this Order. 22.4. Purchaser understands that ABB’s Code of Conduct is available for consultation online as indicated in Clause 17. Purchaser agrees to perform its contractual obligations hereunder with substantially similar standards of ethical behavior as those found in ABB’s Code of Conduct. 22.5. B&R has established the following reporting channels where Purchaser and its employees may report suspected violations of applicable laws, policies or standards of conduct: Web portal: ▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇ Telephone: number specified on the above Web portal Mail: address specified on the above Web portal

Bribery and corruption. 22.1. (a) Purchaser hereby warrants that it will not, directly or indirectly, and it has no knowledge that other persons will, directly or indirectly, make any payment, gift or other commitment to its customers, to government officials or to agents, directors and employees of B&R Seller or any other party in a manner contrary to applicable laws (including but not limited to the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (United States) and, where applicable, legislation enacted by member States and signatories implementing the OECD Convention Combating Bribery of Foreign Officials) and shall comply with all relevant rele- vant laws, regulations, ordinances and rules regarding bribery and corruption. 22.2. (b) Nothing hereunder shall render B&R Seller liable to reimburse Purchaser for any such consideration consid- eration given or promised. 22.3. (c) Purchaser’s 's material violation of any of the obligations contained in this Clause 22 Article 20(a) above may be considered by B&R Seller to be a material breach hereunder and shall entitle B&R Seller to terminate ter- minate this Order agreement with immediate effect and without prejudice to any further right or remedies rem- edies on the part of B&R Seller hereunder or applicable law. Purchaser shall indemnify B&R Seller for all liabilities, damages, costs or expenses incurred as a result of any such violation of the above-mentioned obligations and termination of this Orderagreement. 22.4. (d) Purchaser understands that ABB’s Seller's Code of Conduct is available for consultation online as indicated in Clause 17at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/integrity. Purchaser agrees to perform its contractual obligations hereunder here- under with substantially similar standards of ethical behavior as those found in ABB’s Supplier's Code of Conduct. 22.5. B&R (e) Seller has established the following reporting channels where Purchaser and its employees employ- ees may report suspected violations of applicable laws, policies or standards of conduct: Web portal: ▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇ Telephone: number specified on the above Web portal Mail: address specified on the above Web portal

Bribery and corruption. 22.1. Purchaser hereby warrants 24.1 The Supplier shall at all times: (a) without prejudice to the generality of clause 9.1(d), comply with all laws and regulations and codes of practice, guidelines and standards issued by any governmental or regulatory authority that it will notare applicable to the Supplier in its provision of the Equipment, directly Goods and/or Services, or indirectlythat are applicable to the Company in its receipt of the Equipment, Goods and/or Services, relating to anti-bribery and it has no knowledge that other persons willanti-corruption including the Bribery Act 2010 (Anti-Bribery Requirements); (b) not engage in any activity, directly practice or indirectlyconduct which would constitute an offence under sections 1, make any payment2 or 6 of the Bribery Act 2010 if such activity, gift practice or other commitment conduct had been carried out in the UK; (c) without prejudice to the generality of clause 9.1(b), comply with the Company’s policies relating to ethics, anti-bribery and anti-corruption as communicated to the Supplier by the Company from time to time (Anti-Bribery Policies); (d) have and shall maintain in place its customersown policies and procedures, to government officials or to agents, directors and employees of B&R or any other party in a manner contrary to applicable laws (including but not limited to adequate procedures under the Corruption of Foreign Public Officials Bribery Act (Canada)2010, to ensure compliance with the Anti-Bribery Requirements, the Foreign Corrupt Practices Act (United States) and, where applicable, legislation enacted by member States Anti-Bribery Policies and signatories implementing the OECD Convention Combating Bribery of Foreign Officialsclause 24.1(b) and will enforce them where appropriate; (e) promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract; 24.2 The Supplier shall comply ensure that any person associated with all relevant lawsthe Supplier who is providing goods or performing services in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 24 (Relevant Terms). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, regulations, ordinances and rules regarding bribery and corruption. 22.2. Nothing hereunder shall render B&R be directly liable to reimburse Purchaser the Company for any breach by such consideration given or promised. 22.3. Purchaser’s material violation persons of any of the obligations contained Relevant Terms. 24.3 For the purpose of the foregoing provisions of this clause 24, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this Clause 22 may be considered by B&R to be clause 24, a material breach hereunder and person associated with the Supplier includes all the Supplier Personnel. 24.4 The Supplier shall entitle B&R to terminate this Order with immediate effect and at all times: (a) without prejudice to the generality of clause 9.1(d), comply with all Applicable Law relating to modern slavery and human trafficking including the Modern Slavery Act 2015 (Anti-Slavery Requirements); (b) without prejudice to the generality of clause 9.1(b), comply with C2C’s policies relating to anti-slavery as communicated to the Supplier by the Company from time to time (Anti-Slavery Policies); (c) have and maintain due diligence, audit and reporting procedures for its own suppliers, permitted subcontractors and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains; and (d) promptly report to the Company any further right actual or remedies on suspected slavery or human trafficking in a supply chain which has a connection with the part Contract. 24.5 The Supplier shall notify the Company as soon as it becomes aware of: (a) any contravention, or potential contravention, of B&R hereunder the Anti-Bribery Requirements or applicable law. Purchaser shall indemnify B&R for all liabilitiesthe Anti-Slavery Requirements; and (b) any breach, damagesor potential breach, costs of the Anti-Bribery Policies or expenses incurred the Anti-Slavery Policies. 24.6 The Supplier warrants that as a result at the date of the Commencement Date: (a) neither the Supplier nor any of its officers, employees or any other persons associated with it: (i) has been convicted of any such violation offence involving bribery, corruption, slavery or human trafficking; (ii) so far as it is aware, has been 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 bribery, corruption, slavery or human trafficking; (b) it conducts its business in a manner that is consistent with the Anti-Bribery Policies and the Anti-Slavery Policies. 24.7 Upon request by the Company, the Supplier shall certify to the Company in writing signed by an officer of the above-mentioned obligations and termination Supplier that it has complied with this clause 24. The Supplier shall provide such supporting evidence of compliance as the Company may reasonably request. 24.8 Breach of this Orderclause 24 by the Supplier shall be deemed a breach not capable of remedy and the Company may, in the event of such breach, terminate the Contract in accordance with clause 20.3(a). 22.4. Purchaser understands that ABB’s Code of Conduct is available for consultation online as indicated in Clause 17. Purchaser agrees to perform its contractual obligations hereunder with substantially similar standards of ethical behavior as those found in ABB’s Code of Conduct. 22.5. B&R has established the following reporting channels where Purchaser and its employees may report suspected violations of applicable laws, policies or standards of conduct: Web portal: ▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇ Telephone: number specified on the above Web portal Mail: address specified on the above Web portal

Bribery and corruption. 22.1. (a) Purchaser hereby warrants that it will not, directly or indirectly, and it has no knowledge that other persons will, directly or indirectly, make any payment, gift or other commitment to its customers, to government officials or to agents, directors and employees of B&R Seller or any other party in a manner contrary to applicable laws (including but not limited to the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (United States) and, where applicable, legislation enacted by member States and signatories implementing the OECD Convention Combating Bribery of Foreign Officials) and shall comply with all relevant laws, regulations, ordinances and rules regarding bribery and corruption. 22.2. (b) Nothing hereunder shall render B&R Seller liable to reimburse Purchaser for any such consideration given or promised. 22.3. (c) Purchaser’s material violation of any of the obligations contained in this Clause 22 Article 18(a) above may be considered by B&R Seller to be a material breach hereunder and shall entitle B&R Seller to terminate this Order agreement with immediate effect and without prejudice to any further right or remedies on the part of B&R Seller hereunder or applicable law. Purchaser shall indemnify B&R Seller for all liabilities, damages, costs or expenses incurred as a result of any such violation of the above-mentioned obligations and termination of this Orderagreement. 22.4. (d) Purchaser understands that ABBSeller’s Code of Conduct is available for consultation online as indicated in Clause 17at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/integrity. Purchaser agrees to perform its contractual obligations hereunder with substantially similar standards of ethical behavior as those found in ABBSupplier’s Code of Conduct. 22.5. B&R (e) Seller has established the following reporting channels where Purchaser and its employees may report suspected violations of applicable laws, policies or standards of conduct: Web portal: ▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇ Telephone: number specified on the above Web portal Mail: address specified on the above Web portal