Business Conduct Policies
1.1. Purchaser shall not offer to Cellebrite or its representatives as a variation of the Agreement or as a collateral agreement to it any advantage other than a cash discount.
1.3. Purchaser shall report to Cellebrite if it is aware of any employee of Cellebrite or any person acting on Cellebrite behalf having offered or given, or agreed to give, to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do, or having done or forborne to do, any action in relation to the obtaining or execution of any agreement with Cellebrite or for showing favor or disfavor to any person in relation to any agreement with Cellebrite.
2.1. Purchaser, or any person employed by it or acting on its behalf, will comply with all applicable country, federal, state and local laws, ordinances, codes, regulations, rules, policies, regulations and procedures, related to anti-bribery/anti-corruption laws ("Anti-Corruption Law(s)").
2.2. Purchaser shall not commit, any offence under any Anti-Corruption Law, or other offence involving fraud, corruption or moral turpitude, or shall have given any fee or reward to any officer of Cellebrite which shall have been exacted or accepted by such officer under cover of his office or employment but is not that officer’s proper remuneration.
2.3. Purchaser shall not take any action or permit or authorize any action which may render Cellebrite liable for a violation of Anti-Corruption Laws and will not violate or cause Cellebrite to violate, Anti-Corruption Laws in connection with Purchaser's provisioning of services to Cellebrite under the Agreement.
3. Compliance with Anti-Money Laundering Laws
3.1. Purchaser, or any person employed by it or acting on its behalf, will comply with all applicable country, federal, state and local laws, ordinances, codes, regulations, rules, policies, regulations and procedures, related to anti-money laundering laws, regulations and rules and practices ("Anti-Money Laundering Laws").
3.2. Purchaser shall not commit, any offence under any Anti-Money Laundering Law, and shall provide true information and statements to the extent the disclosure of such information is required under such law.
3.3. Purchaser shall not take any action or permit or authorize any action which may render Cellebrite liable for a violation of Anti-Money Laundering Laws and will not violate or cause Cellebrite to violate, Anti-Money Laundering Laws in connection with Purchaser's provisioning of services to Cellebrite under the Agreement.
4.1. Purchaser shall not make and has not made directly or indirectly any payments or given anything of value to any government official in connection with its engagement with Cellebrite, or in obtaining any other business from any government agency or instrumentality.
4.2. Purchaser will not use money or other consideration paid by Cellebrite for any unlawful purpose, including any purposes violating Anti-Corruption Laws, such as direct or indirect payments, for the purpose of assisting Cellebrite in obtaining or retaining business, to any of the following:
5.1. Purchaser, or any person employed by it or acting on its behalf, will comply with all applicable laws pertaining to employment and employment practices, including all laws relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers' compensation, leaves of absence and unemployment insurance.
5.2. Purchaser, or any person employed by it or acting on its behalf, shall not manufacture, assemble or package products, shall not provide any service, and shall not engage in any activity, in connection with the delivery of its obligation towards Cellebrite, through the use of forced labor, prison labor or forced or illegal child labor.
5.3. Purchaser, or any person employed by it or acting on its behalf, shall not trans-ship any products for the purpose of mislabeling evading quota or country of origin restriction or for the purpose of avoiding compliance with forced labor, prison labor or child labor laws.
6.1. References herein to the term “Purchaser” shall include any of the Purchaser’s direct or indirect parent, subsidiary and affiliated companies, and their respective successors and assigns.
6.2. The Purchaser acknowledges that the provisions of this Undertaking serve as an integral part of any agreement, written or oral, with Cellebrite.
6.3. This Undertaking shall be governed by and construed in accordance with the laws of the State of Israel excluding that body of law pertaining to conflict of law, and shall be subject to the sole and exclusive jurisdiction of the competent courts located in the city of Tel Aviv.