Regulation On Counteraction of Corruption, Legitimization (Laundering) of Proceeds of Crime and Terrorism Funding

1. The Consultant shall constantly and entirely adhere to all current laws and legal regulations including, but not limited to applicable anticorruption laws of the territory where the Consultant counteracts with the Client.

2. The Consultant in relation to services rendered to Clients shall not promise, authorize, allow and propose any actions for payment or transfer of any values directly or indirectly: (i) to any individual, including State Officials (according to the definition stated below); or (ii) to any intermediary for further payment to any individual including State Officials; or (iii) to any political party. Any payments and values transfers should not be made, as well as any promises, permissions, sanctions or proposals regarding any payment or values transfer aimed at giving or offering of the bribe in state and private areas, acceptance or provision of the consent for extortion, receipt or granting of the part of unlawfully received funds («kick-backs») or for other illegal or improper measures for acquisition of undue advantages or business procuring or preserving.

For the purposes of this Regulation the term "State Official" shall mean: (a) any official or employee of government, public body or any state department, agency or establishment; (b) any individual acting within his/her official authorities on behalf of the government, public body or any state department, agency or establishment; (c) any civil servant or any employee of the company or enterprise that (-е) fully or partially is publicly owned; (d) any official or employee of state international organization such as World Bank or United Nations Organization; (e) any official or employee of political party or any individual authorized to act on behalf of political; and/or (f) any candidate for a political position.

3. The Consultant is not authorized to communicate or in any other way meet with any State Official regarding the issues related to the provision of services to Clients without prior written consent of the Client exclusively in the presence of the representative assigned by the Client. Such restriction shall not apply when the necessity in such meeting directly results from the provisions of the corresponding agreement or from the core of the services.

4. The Client is liable during the term of the corresponding agreement to conduct the investigation and due diligence regarding the Executor in order to track the adherence to this Regulation provisions. The Consultant shall ensure the complete cooperation in the course of such investigation or due diligence, the volume, methods, character and terms of which should be designated at a reasonable discretion of the Client.

5. The Consultant shall provide for all operations under the corresponding agreement to be properly and accurately reflected in all material aspects of his corporate (accounting and financial) reporting and for each document being the basis for such corporate reporting to be complete and accurate in all aspects. The Consultant shall support the system of internal accounting control reasonably focused on the ensuring that any off-balance reporting is not conducted.

Agreement on Conflict of Interest Avoidance

1. Terminology

1.1. For the purposes of and in pursuance of this Agreement the Parties agreed on the usage of the terminology in the following interpretation:

• Potential Conflict of Interest – the situation when the Consultant provides legal services to the third parties being competitors or partners of the Client in certain spheres.
• Real Conflict of Interest – the situation when the Consultant provides legal services to the third parties and the provisions of such services may directly result in harm infliction to the Customer. Herewith, the achievement of competitive advantages or business efficiency increase of the Client, are not considered to be harm infliction.

2. Subject

2.1. In pursuance of this Agreement the Parties agreed on the following:

2.1.1.The Consultant shall make every effort for early recognition of potential conflict of interest.

2.1.2. The Consultant agrees and undertakes to act in a manner complying with the Clients’ interests.

2.1.3. In case of the recognition of potential conflict of interest the Consultant shall take actions to prevent such potential conflict of interest from impacting the Customers’ interests, i.e.:

• Shall prevent from engagement of the Consultants’ employees into legal services provision to the Client, in case these employees were engaged into provision of similar services to the third parties, which may lead to the development of real conflict of interest.

• Shall prevent from engagement of the Consultants’ employees into legal services provision to the third parties if such employees were engaged into similar services provision to the Client, which may lead to the development of real conflict of interest.

• Shall provide an access to the Clients’ information and outcomes of the services provided to the Client exclusively by the Consultants’ employees being directly involved into services provision to the Client and have not been engaged into similar services provision to the third parties, which may lead to the development of real conflict of interest.

• Shall Instruct the Consultants’ employees on the conflict of interest and restrictions of information exchange among the employees during official and informal communication.

2.1.4. The Consultant shall notify the Client of the potential conflict of interest, but shall not disclose the contents of the services having been or being provided to the third parties, as such disclosure may cause the rights violation of both the Client and the third parties.

2.1.5. For the purposes of and in pursuance of this Agreement the following shall not be considered as potential conflict of interest (except to the extent that the Client is the direct participant of relevant legal relations):

• Provision of services and consultations in the sphere of the tax law;
• Provision of services and consultations in the sphere of the customs law;
• Provision of services and consultations in the sphere of the labor law;
• Provision of services and consultations regarding anti-corruption compliance and business ethics;
• Provision of services and consultations regarding arbitration, except to the extent that the Client is the party of arbitration, or such arbitration affects the Clients’ rights and lawful interests;
• Provision of services and consultations in the sphere of the corporate law;
• Provision of services and consultations in the sphere of the criminal law;
• Provision of services and consultations in the sphere of the registration, quality control and distribution of medicinal and pharmaceutical products, dietary supplements, and cosmetic products;
• Provision of services and consultations in the sphere of the intellectual property, except to the extent that such services are related to the analysis of the Clients’ intellectual property;
• Provision of services and consultations in the sphere of the competition law, when such services and consultations relate to the cases and investigations regarding the Client;
• Approval of advertisement and promotional materials of the third parties, except to the extent that such materials refer to the Clients’ products, in particular (but not as a limitation thereof) – comparative advertising.

2.1.6. The Consultant shall abstain from provision of services to the third parties, which may lead to the development of real conflict of interest.

2.1.7. In case of real conflict of interest recognition the Consultant shall terminate the services provision and notify the Client and corresponding third party of the existence of real conflict of interest and termination of services.

2.1.8. Despite of real conflict of interest existence and the circumstances, the Consultant shall have a right to provide services to the Client given that the following requirements shall be adhered to:

• The Consultant has reasonable cause to believe that he is able to provide competent and proper services to the Client, in particular the Consultant has taken actions provided in paragraph 2.1.3 of this Agreement.
• The provision of such services in not prohibited by applicable law of Ukraine.
• The services provision shall not exclude filing of the Clients’ complaint to the third party which interests are also represented by the Consultant within one litigation or other process in court.
• The Client and corresponding third party shall provide information consent in writing or by e-mail.

3. Arbitration

3.1. The Parties shall attempt to settle any dispute arising from, out of or in connection with this Agreement by way of negotiations.

3.2. In the event the Parties may not reach the coordinated solution, a dispute shall be solved according to the applicable law of Ukraine.

3.3. In case of any disputes regarding the interpretation of the terminology, the Parties agree to interpret such terminology as it is determined by the applicable law of Ukraine.

4. Confidential Information

4.1. The text of this Agreement, any materials, information and data concerning its performance are confidential and may not be disclosed (verbally or in writing) to the third parties without prior written approval of the other Party except in the event being foreseen by the applicable law of Ukraine.

5. Final Provisions

5.1. Changes and amendments to this Agreement shall be executed exclusively in written form and upon the agreement of the Parties hereto.

5.2. The Agreement shall be effective upon signature by the Parties.

5.3. The Agreement is signed by the Parties on every page thereof. The unsigned pages shall not be enforceable and shall not be obligatory for the Parties in terms or liabilities provided on pages being unsigned. The scanned copy and the facsimiled copy of this Agreement and the original of this Agreement shall have equal legal force.

5.4. This agreement is executed in Ukrainian and English in two originals having the equal legal force, one for each Party.