The following provisions are recommended for inclusion in all External Business Partner (Supplier, Contractor, Agent etc) Contracts. Please contact the Compliance Officer if there is any refusal, objection or resistance to the inclusion of these clauses. [Business Partner] hereby undertakes that, at the date of the entering into force of this Contract, itself, its directors, officers or employees have not offered, promised, given, authorized, solicited or accepted any undue pecuniary or other advantage of any kind (or implied that they will or might do any such thing at any time in the future) in any way connected with winning the Contract and that it has taken reasonable measures to prevent subcontractors, agents or any other third parties, subject to its control or determining influence, from doing so.

[Business Partner] agrees that, at all times in connection with and throughout the course of the Contract/business relationship with the Company [defined as Somcable Ltd, its subsidiaries and associated entities] and thereafter, they will comply with the Company’s Code of Business Conduct and Ethics (“Code”), Anti-Bribery and Corruption Policy and all other relevant Policies and that they will take reasonable measures to ensure that their subcontractors, agents or other third parties, subject to their control or determining influence, will comply with the same.

If [Business Partner], as a result of the exercise by the Company of a contractually-provided audit right (if any) of the Business Partner’s accounting books and financial records, or otherwise, evidence arises that [the Business Partner] has been engaging in breaches of the Company’s Code or Policies, the Company will notify the Business Partner accordingly and require [him/her/it] to take the necessary remedial action in a reasonable time and to inform it about such action. If the Business Partner fails to take the necessary remedial action, or if such remedial action is not possible, it may invoke a defence by proving that by the time the evidence of breach (es) had arisen, it had put into place adequate anticorruption preventive measures, evidence of which is to be produced forthwith to the Company. In the absence of any remedial action and/or evidence of Adequate Anti-Corruption Procedures on the part of [Business Partner], the Company may, at its discretion, either suspend the Contract or terminate it, it being understood that all amounts contractually due at the time of suspension or termination of the Contract will remain payable, as far as permitted by applicable law.