Global Supplier Compliance

Terms and Conditions

1. Anti-Bribery and Corruption Provisions

1.1 Provider warrants and undertakes that:

• 1.1.1 Provider will operate its business and conduct its activities as if it were subject to the provisions of the U.S. Foreign Corrupt Practices Act of 1977 as amended ("FCPA") and the UK Bribery Act 2010 ("UKBA"); and
• 1.1.2 Provider and its officers, directors, employees and agents, and to its knowledge, its contractors, have complied with and will comply with all other applicable laws for the prevention of bribery and corruption, money laundering, and terrorism (collectively with the FCPA and the UKBA ("Anti-Bribery Laws").

1.2 Provider warrants and undertakes that:

• 1.2.1 no ownership interest, direct or indirect, in Provider is held or controlled by or for the benefit of any government authority, government official, or any immediate relatives of a government official; and
• 1.2.2 none of its officers, directors, employees or agents is a government official or an immediate relative of a government official; and
• 1.2.3 it will promptly notify Recipient if the matters described in this paragraph 1.2 change.

2. Sanctions Provisions

2.1 Provider warrants and undertakes that:

• 2.1.1 neither it nor any of its officers, directors, employees or agents, and to its knowledge, its contractors, has engaged in any financial or other business transaction with any Restricted Party (as defined below) or Sanctioned Country (as defined below); and
• 2.1.2 it will comply with the Economic Sanctions (as defined below) as if Provider were subject to them.

2.2 For purposes of this paragraph 2:

• 2.2.1 "Economic Sanction" means any financial, economic, trade, sectoral, or similar restriction, including an export or import restriction, implemented by a Sanction Authority.
• 2.2.2 "Restricted Party" means any person or entity that at the time any relevant action was taken was:
  • (a) listed on, 50% or more owned by or otherwise controlled by a body or person listed on any of the lists of specifically designated nationals or designated persons or entities (or equivalent) published by a Sanction Authority;
  • (b) the government of a Sanctioned Country, a government authority of a Sanctioned Country, or a national or resident of or legal entity formed or existing or operating in or under the laws of a Sanctioned Country.
• 2.2.3 "Sanction Authority" means the United Nations Security Council and any government authority in the United States, the United Kingdom, the European Union and/or any government authority in any jurisdiction in which Provider operates or provides services to Recipient.
• 2.2.4 "Sanctioned Country" means any country or territory subject to comprehensive sanctions by a Sanction Authority, which at the date hereof includes Cuba, Iran, North Korea, Syria, Russia, Crimea and any foreign occupied regions of Ukraine.

3. Anti-Human Trafficking and Forced Labour Provisions

3.1 Provider warrants and undertakes that:

• 3.1.1 neither it, nor any of its officers, directors, employees and agents, and to its knowledge, its contractors, has violated or will violate domestic or international anti-human trafficking, forced labour or modern slavery laws including, but not limited to, (i) UK Modern Slavery Act 2015; (ii) California Transparency in Supply Chains Act; (iii) U.S. Government’s Federal Acquisition Regulation on Ending Trafficking in Persons; (iv) the International Labour Organization Forced Labour Convention, 1930 (No. 29); (v) the International Labour Organization Abolition of Forced Labour Convention, 1957 (No. 105); (vi) Uyghur Forced Labor Prevention Act; or (vii) any applicable anti-human trafficking, forced labour, modern slavery or labour laws to its business ("Modern Slavery Laws").
• 3.1.2 It will within 30 days of becoming aware of the same, notify Recipient of any investigation, formal complaint, or claim alleging its violation or the violation by its officers, directors, employees, agents and, to its knowledge, contractors, of any Modern Slavery Laws.

4. Additional Provisions

• 4.1 Recipient and its authorised representatives may, upon written notice, audit, investigate, examine and make copies of Provider's records, including accounts, that relate to this Agreement in whatever form they may be kept to verify compliance with the provisions of these Terms and Conditions. Provider will keep and preserve all such records and accounts throughout the term of this Agreement and for three years after the expiration or termination of this Agreement. Provider agrees to provide reasonable cooperation with any such Recipient audit, investigation and/or examination, the scope, method, nature and duration of which shall be at the sole discretion of Recipient.
• 4.2 Provider will provide training on the Anti-Bribery, Economic Sanctions and/or Anti-Human Trafficking and Forced Labour Provisions set forth above ("collectively, "Compliance Provisions") to the employees of Provider and to the employees of any sub-contractors of Provider who provide services under this Agreement.
• 4.3 Provider warrants and undertakes that it and its agents and contractors have and will continue to have adequate policies, procedures and controls (including a whistle-blowing procedure) in place to ensure services under this Agreement are in compliance with the Compliance Provisions. Provider will promptly deliver Recipient a copy/details of these policies, procedures and controls upon written request.
• 4.4 In the event that Recipient should believe, acting in good faith, that Provider or any of its officers, directors, employees, agents and/or contractors connected with this Agreement has violated any of the Compliance Provisions in any way that may subject Recipient to liability or to a material loss of reputation, Recipient will have the unilateral right exercisable immediately upon written notice to Provider to:
  • 4.4.1 end Recipient's obligation to pay the compensation set forth in Agreement, and/or
  • 4.4.2 terminate Agreement with Provider immediately.
• 4.5 If Provider subcontracts any of the services to a sub-contractor, subagent or other third party (in each case to the extent permitted by this Agreement), Provider will notify, in writing, such sub-contractor, subagent or other third party of the terms of the Compliance Provisions and obtain a written certification of compliance with them by the sub-contractor, subagent or other third party. Provider will ensure that there is a written agreement between Provider and the sub-contractor, subagent or other third party that includes similar provisions to the Compliance Provisions as a material term of that agreement.
• 4.6 Provider will provide Recipient promptly upon Recipient's request with a certificate confirming Provider's compliance with the Compliance Provisions.

Greystar Counterparty by Jurisdiction