The PARTNER acknowledges that…
The nature of the services provided pursuant to any commercial agreement or relationship that the PARTNER has with TRANSCELESTIAL creates a relationship of trust and that an essential element of that trust involves compliance with certain ethical standards and legal obligations. Accordingly, PARTNER represents, warrants, and covenants to TRANSCELESTIAL, as of the effective date of its respective agreement with TRANSCELESTIAL and as of each date that an invoice for services or other requests for payment is submitted to TRANSCELESTIAL, that:
In carrying out its responsibilities under the agreements between PARTNER and TRANSCELESTIAL, PARTNER and its owners, directors, officers, employees or agents thereof, will not pay, offer or promise to pay, or authorize the payment directly or indirectly of any monies or anything of value to any government official or employee, or any political party or candidate for political office for the purpose of influencing any act or decision of such official or of the government to obtain or retain business or direct business to any person (any such payment is a “Prohibited Payment”).
For purposes of this Policy, the term “government official or employee” includes, but it not limited to:
(1) both paid and unpaid employees and officials of any government or department, agency, or instrumentality thereof;
(2) persons acting in an official capacity or on behalf of any government, department, agency, or instrumentality thereof;
(3) any officers or employees of any partially or wholly state-owned or controlled entities, businesses, and enterprises;
(4) any political party or official thereof or any candidate for political office; and (5) any official or employee of any public international organization.
No payment, promise to pay, authorization, offer, or gift of the sort described in this Policy has been made in connection with the promotion of the business interests of TRANSCELESTIAL prior to the date hereof;
None of PARTNER’s owners, equity holders, partners, officers, directors, employees, or agents is or, without prior written notification to TRANSCELESTIAL, will become an official or employee of any government, or of any department, agency or instrumentality of any government, of any partially or wholly state-owned or controlled entities, businesses, and enterprises, of any political party, or of any public international organization, or a candidate for political office;
No rights or obligations of, or services to be rendered by PARTNER under the agreements between PARTNER and TRANSCELESTIAL shall be assigned, transferred, or subcontracted to any PARTNER without the prior written consent of TRANSCELESTIAL;
PARTNER shall institute and maintain policies and procedures designed to ensure continued compliance with the provisions of this Exhibit by all employees and agents of PARTNER;
PARTNER shall maintain true, accurate, and complete books and records with respect to all payments made or received pursuant to the agreements between PARTNER and TRANSCELESTIAL and/or in furtherance of the services provided by/to TRANSCELESTIAL;
PARTNER shall at all times be bound and abide by and strictly comply with all applicable laws of the Authorized Territories concerning corrupt practices or bribery; and
PARTNER shall promptly notify TRANSCELESTIAL of the occurrence of any fact or event which would render any representation, warranty, covenant, or undertaking in this Policy false, incorrect, or misleading.
