1. TWI and [other party] warrant and represent to each other that they shall:
a) Comply, and procure that any associated companies undertaking services under this Agreement comply with all applicable laws, statues, regulations and codes relating to anti-bribery and corruption including but not limited to the Bribery Act 20110 (“the Relevant Requirements”) in performing their obligations under this Agreement;
b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2, or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
c) have and maintain in place throughout the remainder of the term of the Agreement its own anti-bribery and corruption policies and procedures and will carry out [yearly?] risk assessments, training, audits, to ensure compliance by both companies and any associated companies with the Relevant Requirements and clauses (a) and (b) above, and enforcement (including disciplinary action) where appropriate; and
d) comply with the TWI Supplier Code and the TWI Anti-Bribery and Corruption policy attached to this Agreement.
2. [FOR USE IN TENDER] For the purposes of this tender only (the “Purpose”), TWI and [other party] wish to exchange confidential, proprietary or price sensitive information with each other (the “Tender Information”). The parties wish to preserve confidentiality in the Tender Information.
In consideration of either party agreeing to disclose Tender Information to the other party, the receiving party undertakes to the disclosing party that it shall:
1) keep the Tender Information secret and confidential;
2) not use or exploit the Tender Information in any way, except for or in connection with the Purpose; and
3) only make disclosure of the Tender Information in accordance with paragraph (a) and paragraph (b) below. Any other disclosure can only be made with the disclosing party's prior written consent.
(a) Each party may disclose the Tender Information to any of its officers, [and] employees that need to know the relevant Tender Information for the Purpose only, provided that it procures that each such person to whom the Tender Information is disclosed complies with the obligations set out in this clause as if they were a party to it [and procures that any such person also enters into a confidentiality agreement with the relevant party on terms equivalent to those contained in this clause].
(b) Each party may disclose the Tender Information to the minimum extent required by:
i) any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction;
ii) the rules of any listing authority or stock exchange on which its shares are listed; or
iii) the laws or regulations of any country to which its affairs are subject.