9. COMPLIANCE WITH ANTI-CORRUPTION LAWS
9.1 Both parties hereby represent, warrant and covenant that:
9.1.1 Both and any of their controlling entities or persons, affiliates, partners, officers, directors, employees and agents involved in the Agreement and Services thereunder will comply at all times in connection with and throughout the course of the Term (if applicable, including upon acquisition of the products and/or contents that are relevant for the supply of goods or rights and/or for the provision of the Services under the Agreement), with all applicable laws, statutes, regulations and codes relating to combating corruption, including without limitation the United States Foreign Corrupt Practices Act, the UK Bribery Act 2010 and EU Anti-corruption legislation (collectively, “Anti-Corruption Laws”);
9.1.2 In connection with the Agreement, neither Party nor any of their controlling entities or persons, affiliates, partners, officers, directors, employees or agents will offer, promise or give, nor have they, as at the effective date, offered, promised, or given money or anything of value, directly or indirectly, to (i) any “Government Official” (which includes anyone working for or on behalf of a national, state, provincial or local government department, body, agency or other government entity (including government-owned or controlled companies) or any public international organization. This term also includes political parties, party officials and candidates for political office) in order to influence official action or otherwise obtain an improper advantage; (ii) any other person while knowing that all or any portion of the money or thing of value will be offered or given to a Government Official in order to influence official action or otherwise obtain an improper advantage, or (iii) any other person in order to induce him or her to act disloyally or otherwise improperly;
9.1.3 Both Parties will keep and maintain accurate and reasonably detailed books and financial records in connection with the Agreement;
9.1.4 Both Parties have and shall maintain in place throughout the Term their own policies or procedures to ensure compliance with Anti-Corruption Laws, sufficient to provide reasonable assurances that violations of Anti-Corruption Laws will be prevented, detected and deterred;
9.1.5 Both Parties shall promptly report to each other regarding any violation of any of their obligations under subsections 1.1, 9.1.2 and 9.1.3; in such event, both Parties reserve the right to require that the other immediately takes appropriate remedial actions;
9.1.6 Both Parties’ representations, warranties and covenants in this Section 1 extend equally, for the avoidance of doubt, to any third parties subject to the control or influence or acting on behalf of the Parties in connection with the Agreement, and have taken reasonable steps to ensure their compliance; and no rights or obligations of, or services to be rendered by both Parties in connection with the Agreement shall be assigned, transferred or subcontracted to any third party without the prior written approval of the other one;
9.1.7 Both Parties shall certify its compliance with this Section 1 as may be required by the other Party.
9.2 Breaches
9.2.1 Breach of this clause shall be deemed a material breach of the Agreement. In the event of a breach of Section 1, except if remedied pursuant to Section 9.1.5 above, this Agreement may be immediately suspended or cancelled and any claims for payment may be forfeited.
9.2.2 To the extent permitted by law, both Parties will indemnify and hold the other one harmless from and against any and all claims, damages, losses, penalties, costs (including but not limited to legal fees) and expenses arising from or related to, any breach of their obligations under Section 1.