Common use of Services Standard Clause in Contracts

Services Standard. (a) Meridian and each Consultant shall perform the Services in compliance at all times with (i) prevailing standards of accepted business practice and ethics, (ii) all Applicable Laws (as defined below), (iii) reasonable and prudent practices, as relevant to the Services, of the oil and gas industry, and (iv) the terms of this Agreement. Meridian will (A) maintain separate accounts, financial statements, books and records from those of the Company Group and (B) prevent any funds or accounts of the Company Group from being commingled with the funds or accounts of Meridian. (b) Without prejudice to the generality of Section 10(a), Meridian shall ensure that the Services are at all times provided in compliance with the requirements of the Bribery Act, the Foreign Corrupt Practices Act and any other Applicable Laws and practices relating to anti-bribery and anti-corruption. (c) Meridian and the Consultants acknowledge that the Company Group is subject to and has, and will have, various compliance policies and procedures in place. As such, the engagement hereunder to provide the Services will be subject to, among other things, adherence to such applicable policies and procedures and other applicable compliance manuals for which Meridian and the Consultants are provided copies (including such policies, procedures and/or manuals as may be approved by the Board after the date hereof). Meridian hereby agrees to require the Consultants to execute any customary forms and agreements in connection therewith. (d) Promptly (and in any event, within three (3) business days) upon becoming aware of (i) any actual or potential Conflict of Interest or (ii) any material lawsuit, claim or arbitration threatened in writing or filed against or involving Meridian, a Consultant or any of their Affiliates or any trust or vehicle owned or controlled by a Consultant or any of its Affiliates, Meridian shall disclose such actual or potential Conflict of Interest or such lawsuit, claim or arbitration to the Company. A “Conflict of Interest” shall exist when a Consultant engages in, or plans to engage in, any activities, associations, or interests that conflict with, or create an appearance of a conflict with (A) Meridian (whether or not in connection with the provision of the Services) or (B) such Consultant’s duties, responsibilities, authorities, or obligations for and to the Company (or any of its Affiliates) in connection with the provision of the Services. Notwithstanding the foregoing, Consultants may, without violating this Section 10(d), devote a portion of Consultant’s business time and attention to the activities described on Exhibit C, so long as such commitment does not adversely affect the Consultant’s ability to satisfy the Consultant’s obligations to the Company as described in this Agreement, including providing the Services.