Code of Conduct
UNDERTAKING BY DISTRIBUTOR AS REPRESENTATIVE OF DEMEDITEC

In consideration of being appointed as an authorized distributor / representative of Demeditec Diagnostics GmbH (Demeditec) we undertakes to comply with the covenants set forth below:

(a) Anti-Corruption Representations, Warranties and Covenants of Distributor. Distributor hereby represents and warrants to Demeditec that it will comply with applicable laws and will not act corruptly in respect of any person, nor pay directly or indirectly any bribes to any person, or otherwise provide directly or indirectly anything of value so as to induce any person to act improperly. It is the intent of the parties that no payments or transfers of value shall be made which have the purpose or effect of bribery, or acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business. Fo r the avoidance of doubt, this section shall not, however, prohibit reasonable and proportionate business entertainment or the giving of business mementos of nominal value in connection with Distributor’s performance.

(b) Distributor Agreement and Declarations. Distributor agrees that it will, and will cause each of its directors, officers, employees, agents or other representatives who have any direct involvement with any of the management or operations of the business of Distributor, at the request of Demeditec, to provide Demeditec with a declaration regarding compliance with anti-corruption-laws. Distributor further agrees that it will secure at its own expense all appropriate regulatory approval(s), if any, for distributing Demeditec products in the territory and maintain compliance with all laws, rules, codes, regulations and other legal requirements applicable to distribution of the products in the territory, including, without limitation, promptly and timely filing any required reports with all relevant governmental agencies and other regulatory entities, including without limitation, trade commissions.

(c) Familiarity with Laws. Distributor represents, warrants and covenants that it and all of its directors, officers and employees who will provide services under this agreement are familiar with the anti-corruption-laws, rules, regulations and restrictions references in (a) as well as the representations, warranties and covenants contained therein, and distributor agrees to take appropriate steps to ensure compliance therewith by any of its directors, officers and employees in connection with the activities contemplated by this undertaking. Distributor agrees that on reasonable notice, distributor shall arrange for its employees to receive training by a suitable party at Distributor’s expense.

(d) Distributor’s Continuing Obligation to Advise. Distributor agrees that if in the courseof discharging its obligations under this undertaking, it or any of its employee’s knows or has reasons to know of any payment, authorization, offer, or agreement to make a payment to any person with the intention or effect that that person acts corruptly or is otherwise induced to act improperly; or any other development during the term of the Agreement that in any way makes inaccurate or incomplete the anti-corruption representations, warranties and certifications of distributor contained (a) at any time during the term of the cooperation, distributor will immediately advise Demeditec General Management in writing of such knowledge or suspicion.

(e) No Governmental Ownership of Distributor. Distributor hereby represents and warrants to Demeditec that no ownership interest, direct or indirect, in distributor or in the contractual relationship established by this Undertaking, is held or controlled by or for the benefit of any government official, and that will obtain Demeditec’s prior written consent before permitting a change that would result in a direct or indirect ownership interest in distributor or in the contractual relationship established by the undertaking being held or controlled by or for the benefit of any government official.

(f) Demeditec’s Right of Investigation. Distributor will keep accurate books and records in connection with its obligations and services to be performed under this agreement. Distributor agrees that Demeditec shall have the right, from time to time, upon written notice to distributor, to conduct an audit of distributor to review and inspect distributor’s records and facilities, to verify compliance with the provisions of this section. Distributor agrees to cooperate fully with such investigation, the scope, method, nature and duration of which shall be at the sole reasonable discretion of Demeditec.

(g) Termination Right for Non-Compliance with Anti-Corruption Provisions. In the event that Demeditec believes, in good faith, that Distributor has breached or may be about to breach any of the anti-corruption representations, warranties, covenants or agreements contained in (a) of this Undertaking, or has acted in any way that may subject Demeditec to liability under the anti-corruption laws applicable to it, Demeditec shall have the unilateral right, exercisable immediately upon written notice to distributor, to terminate the relationship.

(h) Disclosure to Regulators. Distributor agrees to cooperate with Demeditec to provide full disclosure of information relating to a possible violation of the anti-corruption representations, warranties or covenants contained in (a) to (g) at any time and for any reason to any appropriate regulatory agency, and whoever Demeditec’s General Counsel determines has a legitimate need to know. Demeditec shall have the primary responsibility for disclosure to regulators. Distributor shall cooperate with Demeditec, but shall not directly communicate with regulators with respect to matters arising from this Undertaking unless legally obligated to do so with written notice to Demeditec.

(i) The ten Principles of the United Nations Global Compact initiative (https://unglobalcompact.org/what-is-gc/mission/principles#).

Distributor should support and respect the protection of internationally proclaimed human rights; and make sure that they are not complicit in human rights abuses.

[Released CB 230403; QMF 0.2.0.2 version no.2]