1. You will not make or cause to be made, or receive or seek to receive, any offer, gift or payment, consideration or benefit of any kind or value, which would or could be construed as an illegal or corrupt practice, either directly or indirectly to:

    1. Any person or firm employed by, or acting for or on behalf of, any customer or potential customer, whether private or governmental, for the purposes of inducing or rewarding favorable action by the customer or potential customer in any commercial transaction or any arrangement or provision of funds in relation to this Agreement;
    2. Any person or firm employed by, or acting for or on behalf of, any governmental entity (including state-owned or controlled entities or public international organizations) for the purposes of inducing or rewarding any action, or the withholding of any action, by such entity in any governmental matter; and
    3. Any governmental official or employee (including employees of state-owned or controlled entities or public international organizations), political party or official of such party, or any candidate for political office, for the purposes of inducing or rewarding favorable action (or the withholding of action) or the exercise of influence by such official, party, or candidate in any commercial transaction or in any governmental matter.

  2. You must not engage in any fraudulent activity, which means dishonestly obtaining a benefit, or causing a loss, by deception or other means, and includes incidents of attempted, alleged, suspected, or detected fraud.

  3. Neither you, nor any of your Personnel, are engaged either directly or indirectly in terrorism, or in the finance or support to terrorists.

  4. You will undertake your best effort to ensure that payments under this Agreement do not provide direct or indirect support or resources to entities and individuals as may be proscribed under the relevant international and national counter-terrorism legislation and regulations and are not diverted to support drug trafficking.

  5. You shall maintain commercially reasonable Know Your Customer Procedures and shall not knowingly transact with persons or entities on applicable sanctions lists, including SDN, US, UK, or UN sanctions lists.

  6. You and your Personnel will not engage in or support trafficking activities, procuring of commercial sex acts, or using forced labor; are aware of regulatory prohibitions in the jurisdictions they are engaged; and agree to develop project specific Trafficking in Persons (TIP) Compliance Plans where government regulations mandate.

  7. You explicitly acknowledge and agree that the GIIN may use any and all information provided to conduct screening, including screening undertaken, prepared, or produced by a third party, to ensure legal and regulatory compliance, including screening relating to regulations promulgated by any local, state, or federal governmental, quasi-governmental or regulatory authority.

  8. You are aware that the GIIN is committed to upholding the values and purpose of the UN Convention on the Rights of the Child, which requires that Children will be protected from performing any work that is likely to be hazardous, interfere with a Child’s education, or are harmful to a Child’s physical, mental, spiritual, moral or social health.

  9. You are aware of the GIIN’s zero tolerance of modern slavery and its commitment to the principle that modern slavery is a crime and a violation of fundamental human rights, and that all humans have the right to be free from violence, abuse, and exploitation of any kind. You will not engage in modern slavery and will undertake your best effort to ensure that modern slavery is not taking place within the businesses of your suppliers, vendors, or partners.

  10. You are committed to maintaining a work environment in which all employees are treated with respect and dignity and are free from all forms of harassment and discrimination. Any form of attempted or threatened exploitation, abuse, and harassment (including sexual abuse, sexual exploitation, and sexual harassment) are prohibited and will not be tolerated.

  11. Unless otherwise disclosed in writing to the GIIN, neither you, nor individuals employed by you, nor your immediate family members, are Public Officials. Public Official shall mean any elected or appointed officer, employee, or agent of a government or any political or regulatory subdivision including a public employee of any regulatory agency. You shall immediately notify the GIIN in advance if any of the above becomes a Public Official.

  12. To the extent applicable, you shall comply with the United States Department of Justice’s Final Rule Prohibiting and Restricting Access to Bulk U.S. Sensitive Personal Data (effective January 8, 2025) and all related guidance.

  13. You shall implement data protection measures by meeting or exceeding all applicable laws, rules, and regulations, including appropriate security measures, necessary opt-out information, breach notification procedures, and privacy compliance.

  14. The GIIN shall immediately be informed if you become aware of any information indicating that any action in breach of stated compliance obligations has been committed or has been requested or otherwise suggested by any person, including a Public Official or private individual.

  15. You shall conduct all activities related to the GIIN in a fair, honest, and transparent manner.

  16. You shall include these, or substantially similar, provisions in all subcontracts or other agreements made in connection with the GIIN.

  17. The GIIN is committed to adhering strictly to the letter and spirit of the antitrust and competition laws and requires all members and all engaged or participating parties to comply with all applicable antitrust and competition laws. You shall not use any GIIN information, nor any information you access through GIIN (collectively, "GIIN Information"), nor anything in or at GIIN programs or events (collectively, "GIIN Events") to coordinate or reach any understanding or agreements, express or implied, which would tend to prevent, restrict, or distort competition or, in any way, impair the ability of other engaged or participating parties to exercise independent judgment regarding matters discussed in GIIN Information or at GIIN Events.  similarly, you shall not use GIIN, GIIN Information, or GIIN Events to share or exchange commercially sensitive information.