3) >) ° APPENDIX. ty CONTRACTOR deciares that it has reviewed and has knowledge of (a) the contents of the "Model 231", which also Includes the ent Code of Ethics; issued by COMPANY In ‘2ccordance with the legislation in force regarding the administrative lability of legal entities for offences committed by thar directors, employees andjor collaborators (0) the "Anti-Corruption Management System Guideline"; (c) the en! Guidelines fer the Protection and Promation of Human Rights, The documents under (2), (b) and (¢) above are available on the website of COMPANY and CONTRACTOR undertakes to comply withthe principles contained therein, Administrative and anti-corruption Habi With reference to the performance of activities covered by the CONTRACT, CONTRACTOR undertakes to comply, and to cause Is directors, sta and collaborators to comply, with the applicable laws, including the Anti-Corruption Laws spplicabie to fen (meaning (I) the anti-corruption provisions In the Italian Criminal Code and in ‘other national applicable laws Including the Legislative Decree no. 231 2001, (i) the FCPA, (il) the UK Bribery Ac, (lv) international ant-comuption treaties such as the Organization’ for Economic Cooperation and the Developmert Convention on Combating Bribery of Forelgn Puble Officials in Intemational Busness “ransection® ‘and the United fistlons Convention against Corruption, With reference to the performance of activites covered by this CONTRACT, CONTRACTOR declares and warrants that it ha Issued and implemented governance policies aimed at preventing Its own directors, employees and/or collaborators fram Committing, or attempting to commit, any attion sanctioned uncer Leg. Dee, 231 dated 8th June 200%, as well as any conduct in violation of Ant-Cerruption Laws and Undertake vis-a-vis COMPANY to maintain and effectively enforce these provisions for the entre duration of the CONTRACT. In particular and in accordance with these regulations, CONTRACTOR undertakes to ‘abstain (end to cause. its direc, employees and/or collaborators to abstain) fom (a) offering, promising, giving, paving for authorizing anyone to give or pay, dractly or Increcty, material. nancial or other ‘sdvantage to.a Public OMeial or private party, and (6) accepting or authorizing anyone to accept, directly or indirectly, a requestor sllatation trom a Puble Official or private party of @ financial or other advantage in breach of the applicetle Anti-Cornuption tows. For the purposes ofthis CONTRACT, Public Offical shall mean anyone occupying a public legislative jucical or administrative function; fenyone acting in an offcial capacity fer or on behalf of (1) a nation, regional or local public administration, (1) an agency, department or instrumentally of the European Union or of an ttalian or non-Rallan rational, regional of local pubic administration, (i). & company owned, controled or invested by an Teallan or foreign public ‘administration (including, for example, employees of "national oll companies"); (i) an International public organization, such as the European Sank for Reconstruction and Development, the Intemational Bank for Reconstruction and Develogmen., the International Monetary Fund, the World Bank, the United Nations or World Trade Organization; or (v) a polltca! party, 2 member ofa polticl party ora candidate for {an italian or foreign politcal oftce; anyone in charge of providing a public service, Le. whoever performs @ public service for whatever reason, where public service means an activity that governed in the ‘seme way as 8 public function, except that the power vested In the late fs absentd) anyone acting 2s representative of local communities 5. With reference to the performance of activites covered by the CONTRACT, CONTRACTOR undertakes, forthe entre duration of the CONTRACT, to abide by the principles of the en Code of Ethies and to respect human rights a: defined in the en Guidelines for the Protection and Promotion of Human Rights, published on the ‘mmeni.com website. Ih particular It undertakes to refrain from 2) offering commissions, fees and other benefits to clrectors, employees or collaborators oF COMPANY; 'b) entering ito trade agreements with directors, employees or collaborators of COMPANY Which may negatively affect the interests of COMPANY; ©) Undertaking business activities or entering Into agreements with THIRD PARTIES In breach ofthe principles set aut In the eni Code of thles which woud negatively affect, the performance of the CONTRACT; 4) providing “directors, employees or collaborators of COMPANY with non-property benefits including ‘lis, means of transportation and hospitality offers which go beyond the limits of commanly accepted ethical business stancarés. 5, CONTRACTOR declares that no confets of interests exist, not even potentially, In felation to the performance of this CONTRACT ane undertakes to promptly report {0 (COMPANY if any such situation should arise during the performance of the CONTRACT. 7. With reference to the performance of the activites covered by the CONTRACT, CONTRACTOR declares and warrants that: 8) any amounts pald under the CONTRACT solely represents peyment for the Performance of its activities and that no pert of such amounts wil be transferred, Siretly oF indireety, to any Public Official oF any private perty &¢ anyone of their Family Members (meaning the spouse, grandparents, parents, siblings, chiéren, nleces, nephews, grandchildren, aunts, ‘uncles end first cousine of the’ individual Involved and his/her spouse; the spouse of any of these people; and any other Inlviduals whe share the same household) for corruption purposes or, however, breach of applicable laws; ) neither any Publle Offic, who In virtue of his/her functions may influence or affect the performance of the activites under the CONTRACT, nor any of his/her Family Members, are or will be appointed as CONTRACTOR'S directors or employee by CONTRACTOR as employees, consultants, Intermediaries or agents; ©) any employees or collaborators appointed in respect of the performance of the activities under the CONTRACT shall mest tha same requirements es those ot CONTRACTOR and shall full any obligations which apply to CONTRACTOR under this Article; that any Inclvidual performing activites related to the CONTRACT, including ‘any SUBCONTRACTOR, shall operate only under a written contract imposing conditions {and undertakings equivalent to those assumed by CONTRACTOR. With reference to the performance of activities covered by the CONTRACT CONTRACTOR undertakes a) accurately and transparently record In its accounting books any suns received ar pald inrelation tothe CONTRACT), ) promptly” inform COMPANY of any critically, even potential, Wentiied during performance of the CONTRACT and relating to the provisions and undertakings in this Stile; ©) promptly report to COMPANY of any change occurred In relation to any information Provided to COMPANY before the entering info of the CONTRACT, Including any Changes in the CONTRACTOR’s ownership structure;a 10. ‘promptly report to COMPANY any request or demand for any undue payment of money Grother beneft of any kind received by CONTRACTOR in connection with the performance of the CONTRACT. ‘The PARTIES hereby agree that any breach by CONTRACTOR, even pertial, of the Geclerations, warranties and undertakings In this Article, which may be ressonebly expected to result In adverse. consequences for COMPANY, constitutes @ meteriel rach of the CONTRACT end shall entitle COMPANY to unilaterally withdraw from the CONTRACT, even during performance thereof, or terminate te CONTRACT, by Selivering notice via registered. mall, which shall Include = brie" summary of the Circumstances or ofthe lagal proceedings demonstrating such breacn. fn the event of information that coulé reasonably Imply such breach, pending the Fequired verifications or findings, COMPANY shall have the right to suspend the Devformence of the CONTRACT by delivering notice via registeres mall, which shell Indude 2 briet summery of the relevant Information, Ifthe Information is obtained from the media, COMPANY shall have the right to exercise the above mentioned right Wwhen the Information fas been confirmed by an official document of the Judicial [uthority angjor otherwise confirmed by the Judicial Authorky. ‘The exercise of such rights wil be to the sola detriment of CONTRACTOR, ohich shal best in al cases, all additonal expenses and costs “Tn eny case of breach by CONTRACTOR, even partial, of the declerations, warranties and’ undertakings in this Arile, CONTRACTOR shall indemnify COMPANY from any foss, damage, alsa in terms of reputation, labilty, costs or expenses, including legal ‘eepenses, and AoiS in harmless from any THIRD PARTY action arising. from or ‘consequential to such a breach. COMPANY shall have the right to carry out an audit on CONTRACTOR in the event that COMPANY has # reasonable belt that CONTRACTOR may have vioBted the provisions Included in this Article, To this end, CONTRACTOR undertakes to provide COMPANY with any access, data end Information required to carry out such sudit and with any Information regerding any adoption and Implementation of the Anti-Coruption Compliance Program In relation tothe activities under the CONTRACT.