The undersigned party (hereinafter referred to as “CONTRACTOR”) desires to maintain or establish business cooperation relationship with  Shanghai Unibridge Enterprise Co., Ltd. (hereinafter referred to as “UNIBRIDGE”). CONTRACTOR is aware that UNIBRIDGE’s business practices prohibit bribery and corrupt behaviour in any form. In consideration of related company policies of UNIBRIDGE as well as the mutual covenants made or to be made between CONTRACTOR and UNIBRIDGE, the CONTRACTOR represents and warrants as follows: 

a. CONTRACTOR shall comply and shall cause its employees, including any outsourced personnel to comply, with all applicable laws that relate to money laundering, terrorism, commercial or official bribery or dealing with government officials.

b. Further, neither CONTRACTOR nor any of its employees, including the outsourced personnel, shall offer or provide anything of value  (gifts, loans, travel, entertainment, or any other similar benefit) either directly or indirectly to any government official, or any company, enterprise or any other unit, or any individual for the purpose of influencing any act or decision.

c. CONTRACTOR and its employees, including outsourced personnel shall not pay a gratuity, bribe or inducement to any government official, or any company, enterprise or any other unit, or any individual, even if it appears customary or consistent with prevailing business practices.

Prohibited payments include, for example, any payment to a government industry and commerce administration, foreign economy and trade, foreign exchange administration, labor or social security official to influence a decision in connection with CONTRACTOR or UNIBRIDGE; any payment to a government purchasing agent to influence his decision to purchase products from UNIBRIDGE; any payment to  customs officials to expedite the handling of products being imported or to minimize the amount of duty to be paid; any payment to tax officials to reduce taxes or expedite the resolution of tax matters; any payment of travel expenses; or otherwise give a gift (other than of nominal value) to any to an official in any agency that may regulate UNIBRIDGE’s business or who is a current or potential customer or supplier.

d. CONTRACTOR will indemnify UNIBRIDGE (and its affiliates, officers, directors, employees, agents, successors and assigns) from any claim or demand, including penalty and interest, of any relevant statutory authority, entities or individual (and reasonable legal fees and expenses in respect thereof) caused or arising out of any failure or breach by CONTRACTOR, or any of its employees, of any applicable law, including without limitation, all laws relating to money laundering, terrorism, commercial or official bribery or dealing with government officials or a private commercial party.

e. As UNIBRIDGE may request from time to time, CONTRACTOR will certify in a written form acceptable to UNIBRIDGE that CONTRACTOR and its employees, have complied with the above obligation. UNIBRIDGE shall have the right, at its own cost, charge and expense to audit and verify CONTRACTOR’s compliance with this Declaration.

f. CONTRACTOR will cause its owners, officers, employees,representatives, and agents to cooperate fully in any investigation or review of CONTRACTOR’s activities by UNIBRIDGE (or any governmental, legal, or regulatory authority).

g. UNIBRIDGE may withhold payment of fees or suspend the performance of relevant contract if it has reason to believe CONTRACTOR has not complied with the ethical standards above or is the subject of an investigation into CONTRACTOR’s activities by any governmental, legal or regulatory authority. UNIBRIDGE may withhold such payment or suspend the performance of relevant contract until such time as it is advised by such authority that the investigation has been completed and that the authority has concluded that CONTRACTOR acted appropriately and in compliance with all applicable laws, rules, and regulations and CONTRACTOR has been officially cleared of all wrongdoing. If CONTRACTOR violates any of the ethical standards set forth in this Declaration, CONTRACTOR will not be entitled to any right to claim or receive any compensation under this Declaration.

h. CONTRACTOR certifies that any and all information, whether written or oral, supplied or to by supplied by it to the UNIBRIDGE are complete and accurate.

i. CONTRACTOR will immediately inform UNIBRIDGE in writing of any material changes to the original information supplied to the UNIBRIDGE and agrees that UNIBRIDGE will have the right to review the engagement of CONTRACTOR in such event.

j. CONTRACTOR further represents and warrants that as of the date of this Declaration:

    i. neither it, nor any of its owners, officers, employees, agents, or representatives (collectively, “CONTRACTOR’s Representatives”)        have been convicted of or debarred from the practice of a profession based on an offence involving deceit, fraud, or moral turpitude.

    ii. none of CONTRACTOR’s Representatives are agents, employees, officers, or representatives of any government or any agency or        other instrumentality of any government and that CONTRACTOR will inform UNIBRIDGE of any change in such status.

    iii. neither it nor any of CONTRACTOR’s Representatives has made any improper payment to a public official, political party, or

    candidate in connection with UNIBRIDGE or to obtain or retain business.

    iv. all information supplied by CONTRACTOR to UNIBRIDGE in connection with the decision to engage CONTRACTOR, or otherwise,     was complete and accurate.

    v. it has undisclosed sub-agents or third-parties that may participate in any of CONTRACTOR’s activities.

    vi. CONTRACTOR covenants that the representations and warranties in this Declaration will remain true and correct and that it will notify     UNIBRIDGE immediately of any change in circumstances that renders any warranty or representation inaccurate.

k. CONTRACTOR acknowledges that UNIBRIDGE relied upon all information provided to UNIBRIDGE when deciding to engage CONTRACTOR and that CONTRACTOR intended for UNIBRIDGE to rely on such information. CONTRACTOR will promptly notify UNIBRIDGE of all changes to any such information and represents and warrants that all information subsequently provided will be complete and accurate.

By: ________________

Title: _______________

Date: _______________