MASTER AGREEMENT FOR
PROVISION OF PERSONNEL SERVICES
BP TRINIDAD AND TOBAGO LLC
AND
Hydrocarbon Outsource Limited
CONTRACT NUMBER: XX-S-XX (AGR-XXX/11)
SECTION 2
GENERAL SCOPE OF WORK
SECTION 1
CONDITION OF CONTRACT
(Relevant Clauses & Expectations)
CONTENTS
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CLAUSE NO. |
SUBJECT |
PAGE |
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SECTION 2 |
1 |
|
1 |
GENERAL |
1 |
|
2 |
ADDITIONAL DEFINITIONS |
1 |
|
3 |
SCOPE OF WORK |
1 |
|
4 |
CONTRACTORS PERSONNEL |
6 |
|
|
|
|
|
|
SECTION 6 |
|
|
8 |
SAFETY AND ACCIDENT INVESTIGATION AND REPORTING |
6 |
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|
|
|
|
|
SECTION 1 |
|
|
32 |
CONFIDENTIAL INFORMATION |
7 |
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33 |
PUBLICITY |
8 |
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34 |
INTELLECTUAL PROPERTY RIGHTS |
8 |
|
39 |
ANTI-CORRUPTION UNDERTAKINGS |
11 |
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40 |
CODE OF CONDUCT |
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1. GENERAL
This document sets out the requirements for the supply of PERSONNEL on an ad-hoc basis to COMPANY or a COMPANY AFFILIATE.
The companies to whom this MASTER AGREEMENT is available shall be:
· BP Trinidad and Tobago LLC
2. ADDITIONAL DEFINITIONS
In addition to the definitions set out in Clause 1 of Section I – Conditions of Contract, the following additional Definitions shall apply to the interpretation of the MASTER AGREEMENT and Scope of WORK.
· As detailed in each CALL OFF.
3. SCOPE OF WORK
The WORK shall comprise:
· Provision of Personnel to the COMPANY.
3.1 Introduction
This section sets out the specification of SERVICES to be provided by CONTRACTOR to COMPANY.
3.2 Quality of Contractor Personnel
COMPANY expects that the CONTRACTOR's PERSONNEL will meet the following criteria:
(a) Meet the requirements set forth by COMPANY;
(b) Be adaptable to local procedures and practices;
(c) Comply with COMPANY standards of behaviour and conduct;
(d) Maintain confidentiality in respect of material/information encountered within BP (All individuals will be required to sign the confidentiality agreement set out in Section 1 of the CONTRACT, Clause 32 - Confidential Information prior to commencement of WORK for the COMPANY)
3.3 Quality Provision of Service
3.3.1 COMPANY will designate the staffing request process and in normal circumstances the CONTRACTOR would be required to respond to the request with three CV's within the time frame agreed between COMPANY and CONTRACTOR.
3.3.2 CONTRACTOR is not to engage COMPANY’s potential hiring managers in discussion of candidate selections unless agreed to in advance by designated COMPANY procurement contact.
3.3.3 If CONTRACTOR has from time to time sourced candidates through another provider of temporary labour, CONTRACTOR shall act as if CONTRACTOR had provided that individual and all processes shall be identical to the normal process for resources provided from the pool of CONTRACTOR. Any sub-contracting must be in accordance with Section 1 of the CONTRACT, Clause 25 – Subcontracting. CONTRACTOR will notify designated COMPANY procurement contact when a subcontracting arrangement is being utilized and properly identify the nature of this relationship.
3.3.4 CONTRACTOR and COMPANY will agree to a negotiated pay rate for all third party subcontracting arrangements in advance.
3.4 Performance
3.4.1 When CONTRACTOR provides PERSONNEL under this CONTRACT, performance shall be monitored by the CONTRACTOR on a regular ongoing basis (monthly or quarterly), through COMPANY feedback. This monitoring shall be used as part of the overall COMPANY’s Supplier Performance Review process and will include CONTRACTOR obtaining this feedback directly.
HOLE provided medium : www.holeenergy.com/CBAForm/CBAForm.php
3.4.2 CONTRACTOR shall maintain full records of all PERSONNEL previously engaged by COMPANY. Upon request by COMPANY the CONTRACTOR shall provide those details of such records as is deemed necessary to satisfy COMPANY's specific inquiry, however, the information provided by CONTRACTOR to COMPANY shall be limited to protect the confidentiality and proprietary information of both CONTRACTOR and their PERSONNEL. Additionally, CONTRACTOR shall not be forced to disclose information that would violate a reasonable standard of its fiduciary obligation to maintain and protect confidential information relating to CONTRACTOR or individual(s) unless done so by a court or other established authority of competent jurisdiction.
3.4.3 CONTRACTOR agrees to not provide any former COMPANY employees as a Limited Company resource unless notified in writing by COMPANY, of a waiver of this requirement.
3.4.4 Previous COMPANY employees are to be asked for terms of separation (i.e., voluntary or involuntary). CONTRACTOR shall ensure that it does not seek to provide any previous COMPANY employees who involuntarily left COMPANY in the performance of the SERVICES.
3.4.5 CONTRACTOR agrees to not seek active temporary workers from existing pool of temporary employees on "assignment" at the COMPANY. Should an active temporary worker be engaged by CONTRACTOR, CONTRACTOR will agree to charge the same or a less bill rate for the individual as the incumbent supplier.
3.4.6 Should CONTRACTOR's performance be deemed unacceptable and/or ethical or unacceptable behaviour, CONTRACTOR will work with COMPANY to relinquish all individuals on assignment, from CONTRACTOR to COMPANY at no additional costs to COMPANY.
3.5 PROCESS
The high level process shall be as follows:
3.5.1 Pre-qualification
CONTRACTOR shall evaluate the technical skills and experience to meet the requirements of COMPANY’s staffing request.
3.5.2 Substance Abuse
CONTRACTOR shall undertake the substance abuse testing of its nominated PERSONNEL as per CONTRACTOR Substance Abuse Policy set out in Section 4 of the CONTRACT – Heath, Safety, Security and Environment Requirements.
3.5.3 Background Checks
(a) CONTRACTOR shall undertake background check requirements of all its nominated PERSONNEL. At a minimum this must include: The identity of the person. Passport; original birth certificate together with a passport sized photograph; national identity card; driver's license with photograph (other acceptable identity documents may be agreed and/or required with COMPANY). Copy to be held on CONTRACTOR’s file.
(b) Legality to work: Residence permit; certificate of immigration or registration with the local immigration authorities showing right to work. Original to be supplied to the COMPANY, copy to be held on CONTRACTOR’s file.
(c) Work or Educational History:
i. A standard application form should be generated, which requires details of relevant history for the last five (5) years including: qualifications; educational establishments; work history with a named line manager for each role and reason for leaving; residential addresses. Information regarding criminal convictions not regarded as spent should also be requested on the form.
ii. The form should state that verification checks will be conducted against the information on the form The applicant must sign to confirm that all information is true and complete, that he/she gives consent to the verification of the information provided and that it is understood that the provision of false information will lead to the application being refused.
HOLE provided medium : http://www.holeenergy.com/refchk/ReferenceCheck.php
3.5.4 Qualifications
The originals of any qualifying documents such as relevant academic qualifications, licenses etc. should be produced and copies taken. Where the qualification is vital to role, it must be verified by the CONTRACTOR. Unless otherwise agreed with COMPANY, it is strongly recommended that CONTRACTOR not begin work until the background check is complete. Additional criminal and credit checks may be required based on statutory or COMPANY requirements. CONTRACTOR understands that certain positions within COMPANY may require an interview with a COMPANY appointed security advisor. At times additional government checks may be requested as a result of these interviews. These may include Terrorist Watch List, FBI Most Wanted, and/or Sexual Offender databases. Additional consumer credit report checks may also be requested if position requires such checks. COMPANY expects CONTRACTOR shall perform requested COMPANY specific checks will be a "pass through" to COMPANY; however, the cost of these checks shall be reasonable to COMPANY cost required for such a check.
3.5.5 Training
CONTRACTOR shall undertake all training required to meet the requirements of the assignment at its own cost, with the exception of those processes, procedures or other requirements unique to COMPANY, in which case COMPANY shall assume responsibility for training the selected PERSONNEL. All training costs shall be agreed with COMPANY prior to training. Any training costs occurring prior to agreement from the COMPANY will be at CONTRACTOR’s own cost.
3.5.6 Call Off/Ordering
CONTRACTOR and COMPANY shall agree to the COMPANY’s CALL OFF or Purchase Order with the aim of simplifying the process as much as possible, using COMPANY ordering and procurement systems and processes as required. In such cases, COMPANY will provide to CONTRACTOR all necessary access rights, identifications, passwords, training and any other rights or information needed to access COMPANY systems in order to comply with these requirements.
3.5.7 Time Sheets
Time sheets shall be completed by the assigned CONTRACTOR’s PERSONNEL and authorized by CONTRACTOR’s relevant manager or delegated person. COMPANY PERSONNEL so authorized to approve payment shall review and approve timesheets for CONTRACTOR’s PERSONNEL using the COMPANY ordering and procurement systems and processes as required.
3.5.8 Invoicing
CONTRACTOR and COMPANY shall agree the invoicing process, with the aim of simplifying the process as much as possible, using the COMPANY ordering and procurement systems and processes as required.
3.6 CONTRACT MANAGEMENT
The CONTRACTOR relationship and agreement will be managed by the COMPANY. CONTRACTOR shall meet with COMPANY for its performance review exercise as agreed between COMPANY and CONTRACTOR to specifically review performance to the contract and KPIs .CONTRACTOR shall take responsibility for providing an appropriate structure within its organization that will be responsible for managing the ongoing relationship. Typical functions of relationship management by CONTRACTOR shall be:
· Provision of a designated CONTRACTOR representative to be accountable for the relationship with COMPANY
· Provision of a single acountable represetative for overall commercial and operational activities to include service delivery points of contact to manage operational activities and all KPI's.
· Provision of management information and attendance at performance meetings and reviews.
4. CONTRACTOR’S PERSONNEL
The following categories of PERSONNEL shall be made available to COMPANY on an ad-hoc and on an as-required basis:
· As detailed in each CALL OFF.
PERSONNEL shall be provided in accordance with the requirements of Clause 14.0 of Section I – Conditions of Contract
CONTRACTED EXPECTATIONS
SECTION 6
8. SAFETY AND ACCIDENT INVESTIGATION AND REPORTING
CONTRACTOR shall comply with the COMPANY HSSE procedures. CONTRACTOR shall produce detailed written procedures to cover the implementation of safe systems of work. The procedures shall be under constant review in the light of feedback from operational experience and from safety audit/inspection reports.
8.2 Accident Investigation and Reporting
a) CONTRACTOR shall investigate and immediately report to COMPANY all accidents and near misses, irrespective of severity, including:
establishment of the cause of the accident and the potential risk;
corrective action;
compilation of data with a view to improving safety performance.
b) CONTRACTOR shall formally notify COMPANY of all accidents and near misses at the earliest opportunity but in any case within twenty-four (24) hours of the occurrence.
c) CONTRACTOR shall submit to COMPANY a fully detailed report of any fatalities, casualties, or major loss within five (5) days of the occurrence.
d) CONTRACTOR shall keep detailed records of all accidents and investigations which shall be submitted to COMPANY on a monthly basis together with details of man-hours worked and number of PERSONNEL on WORKSITE.
SECTION 1
32.0 CONFIDENTIAL INFORMATION
32.1 Any information supplied or communicated by COMPANY GROUP to CONTRACTOR or otherwise acquired by CONTRACTOR in connection with the CONTRACT, including TECHNICAL INFORMATION and DEVELOPED INFORMATION, shall be treated by CONTRACTOR as confidential and shall not, without prior APPROVAL, be published or disclosed, or made use of, reproduced or copied by CONTRACTOR except to the extent necessary for the purpose of implementing the CONTRACT. CONTRACTOR shall ensure that the provisions of this Clause 32.0 are incorporated in any SUBCONTRACT and that the AFFILIATES, officers, employees and agents of CONTRACTOR and SUBCONTRACTORS comply with the same.
32.2 No films, photographs or other images of any of COMPANY'S and/or CO-VENTURERS' equipment, installations, or property shall be made or taken without prior APPROVAL.
32.3 CONTRACTOR'S obligation not to divulge information shall not apply to information which:-
(a) is at the time of disclosure in the public domain or after disclosure becomes part of the public domain otherwise than in consequence of a breach by CONTRACTOR of its obligations under this Clause 32;
(b) was in CONTRACTOR'S possession, as evidenced by CONTRACTOR'S written records, prior to award of the CONTRACT provided that any information supplied by COMPANY GROUP prior to award of the CONTRACT shall be treated for the purpose of this Clause 32 as if such information had been supplied in connection with the CONTRACT and during the term hereof;
(c) was received from THIRD PARTIES having the right to disclose such information without further stipulation as to confidentiality;
(d) CONTRACTOR is obliged to submit to AUTHORITIES or any relevant stock exchange provided that CONTRACTOR shall not disclose such information more widely than is required for the purpose of such submission and further provided that CONTRACTOR promptly informs COMPANY of the information to be disclosed and to whom and uses reasonable endeavours to ensure that the information is kept confidential by the recipient; or
(e) is independently developed by CONTRACTOR without the use or benefit of any information supplied or communicated by COMPANY.
Provided that for the purposes of (a) and (b) above, information shall not be deemed to be in the public domain or in the possession of CONTRACTOR on the ground only that:-
(a) the general principle is in the public domain or known to CONTRACTOR if the particular practice is not itself public knowledge; or
(b) it constitutes a combination, conclusion or finding (not itself in the public domain or in the possession of CONTRACTOR) of or drawn from information which is in the public domain or in the possession of CONTRACTOR.
32.4 CONTRACTOR acknowledges and agrees that COMPANY, at its sole discretion, may deliver and/or store COMPANY confidential information in digital form on the internet, extranets and/or through public networks and service providers. Such digital information shall be stored on internal or external computers and accessed from public telecommunications networks, and shall be accessible by a controlled group of PERSONS (the "Controlled Group"). CONTRACTOR agrees that the delivery and storage of such COMPANY confidential information in this manner must not be deemed as making the information generally available to the public, even if such COMPANY confidential information is accessed by PERSONS who are not within the Controlled Group.
CONTRACTOR shall not use COMPANY'S and/or CO-VENTURERS' names in connection with the CONTRACT or disclose the existence of the CONTRACT in any publicity material or other similar communication to THIRD PARTIES without prior APPROVAL. This prohibition specifically includes, but is not limited to, any public release (either through print or broadcast news media), any articles prepared for internal or external publication, technical papers, and discussions with journalists.
34.0 INTELLECTUAL PROPERTY RIGHTS
34.1 Background Information
(a) "INFORMATION" means any information in any form including, but not limited to, know-how, concepts, ideas, inventions, business information, technical information, a work of authorship, a process diagram, a drawing, a blueprint, a model, a specification, a report, a manuscript, a document, a manual, a photograph, a database, a computer program, a design for an apparatus or process or system, working notes, a plan, or a model.
(b) "CONTRACTOR BACKGROUND INFORMATION" means any INFORMATION that was created by or for CONTRACTOR other than in performance of the CONTRACT that is directly related to or used in connection with the WORK.
(c) "COMPANY BACKGROUND INFORMATION" means any INFORMATION other than DEVELOPED INFORMATION that was created by or for COMPANY or is otherwise in the control or possession of COMPANY which is made available to CONTRACTOR by COMPANY for the purpose of performing the WORK (including, without limitation, TECHNICAL INFORMATION).
(d) All COMPANY BACKGROUND INFORMATION is COMPANY'S property, must not be used by CONTRACTOR for any purpose except for the performance of the WORK, and must be returned to COMPANY, together with all copies thereof, at the COMPLETION of the WORK or upon COMPANY'S request.
(e) All IP in COMPANY BACKGROUND INFORMATION will remain the property of COMPANY. All IP in CONTRACTOR BACKGROUND INFORMATION will remain the property of CONTRACTOR.
34.2 Developed Information
(a) "DEVELOPED INFORMATION" means all INFORMATION that is created or developed by or for CONTRACTOR or COMPANY or jointly by CONTRACTOR and COMPANY in performance of the WORK or otherwise in the performance of the CONTRACT.
(b) COMPANY owns all right, title, and interest in and to DEVELOPED INFORMATION. Ownership of DEVELOPED INFORMATION does not include ownership of any CONTRACTOR BACKGROUND INFORMATION that may be embedded in or form part of the DEVELOPED INFORMATION.
(c) DEVELOPED INFORMATION must be clearly marked by CONTRACTOR as COMPANY'S property. Unless clearly and unequivocally stated otherwise in writing and expressly agreed to by COMPANY, CONTRACTOR must furnish to COMPANY at least one (1) tangible copy of DEVELOPED INFORMATION, or any part thereof upon request by COMPANY, and at least one (1) tangible copy of DEVELOPED INFORMATION upon COMPLETION or termination of the WORK. If requested by COMPANY, DEVELOPED INFORMATION shall be furnished in electronic format.
34.3 Ownership of Intellectual Property and Information
(a) "INTELLECTUAL PROPERTY" or "IP" means any and all intellectual property of whatever nature and in whatever form (including, without limitation, inventions, patents, trade marks, registered designs, rights in domain names, pending applications for any of the foregoing, trade and business names, brand names, unregistered trade marks, unregistered designs and rights in designs, copyright and rights in the nature of copyright, database rights, moral rights, performers rights, rights in know-how, trade secrets and confidential information and all other similar or equivalent industrial, intellectual or commercial rights or property) subsisting under the laws of each and every jurisdiction throughout the world whether registered or not, and whether vested, contingent or future, and all reversions, renewals and extensions of any of the foregoing, and all rights under licences, consents, orders, statutes or otherwise in relation to any of the foregoing.
(b) “COMPANY INTELLECTUAL PROPERTY” or “COMPANY IP” means, with the exception of BACKGROUND INFORMATION embedded in DEVELOPED INFORMATION, all IP in the DEVELOPED INFORMATION, including without limitation, derivative works of COMPANY BACKGROUND INFORMATION and any other original works of authorship in any form that are created under or in connection with the CONTRACT by or for CONTRACTOR or COMPANY or jointly by CONTRACTOR and COMPANY.
(c) CONTRACTOR hereby assigns to COMPANY (including by way of assignment of future copyright and design right on creation of the same) its whole right, title and interest in and to any COMPANY IP and agrees and undertakes to give COMPANY any and all assistance and do any and all such things as COMPANY may reasonably request to perfect COMPANY'S right, title and interest in COMPANY IP or otherwise in connection with the protection, enforcement, registration and maintenance of any COMPANY IP and any proceedings or steps that COMPANY may take in respect of the same.
(d) Where any member of CONTRACTOR GROUP or employee of CONTRACTOR GROUP or sub-contractor of CONTRACTOR GROUP (together, a "Contributor") is involved in performing the CONTRACT or otherwise contributes to their development or generation of COMPANY IP, CONTRACTOR will ensure that: (i) prior to commencing any work in connection with the CONTRACT any such Contributor is employed or engaged on terms that assign any and all right, title and interest that they may have in such COMPANY IP to COMPANY; and (ii) any such Contributor gives COMPANY any and all assistance and does any and all such things as COMPANY may reasonably request to perfect COMPANY'S right, title and interest in such COMPANY IP or otherwise in connection with the protection, enforcement, registration and maintenance of any such COMPANY IP and any proceedings or steps that COMPANY may take in respect of the same.
(e) CONTRACTOR must promptly notify COMPANY whenever any COMPANY IP is made, conceived, or developed by it or on its behalf. COMPANY may take, at its absolute discretion and its cost, such steps as it deems necessary from time to time to protect and enforce any COMPANY IP and to register and maintain any protection for any COMPANY IP (including, without limitation, the filing and prosecution of patent applications).
(f) COMPANY hereby grants to CONTRACTOR a non-exclusive, non-transferable, worldwide, royalty-free right and license under COMPANY IP to use DEVELOPED INFORMATION only for the benefit of COMPANY GROUP and in accordance with the instructions of the COMPANY GROUP
(g) COMPANY hereby grants to CONTRACTOR a non-exclusive, worldwide, royalty-free right and licence to use and copy the COMPANY BACKGROUND INFORMATION solely in connection with the WORK.
(h) CONTRACTOR hereby grants COMPANY a non-exclusive, irrevocable, worldwide, royalty-free right and licence (with the right to grant sub-licences) to use and copy the CONTRACTOR BACKGROUND INFORMATION solely in connection with and for the design, construction, operation and maintenance of COMPANY GROUP’S facilities.
34.4 Copyright and Moral Rights
Any copyright notice displayed on DEVELOPED INFORMATION in tangible form must be in COMPANY'S name and not in CONTRACTOR'S name. CONTRACTOR expressly, unconditionally and irrevocably waives all moral rights arising anywhere in the world (including, without limitation, rights arising pursuant to Chapter 4 of Part 1 and Chapter 3 of Part 2 of the Copyright, Designs and Patents Act 1988 and any broadly equivalent rights in any territory in the world) in all works arising from the performance of the CONTRACT, so far as is legally possible and will procure that its employees and contractors do the same. To the extent that any such moral rights may not legally be waived, CONTRACTOR agrees that it will not, and will procure that no member of CONTRACTOR GROUP asserts such rights.
34.5 Covenants
(a) CONTRACTOR warrants and represents that it has not and shall not breach or infringe any IP of any other PERSON in performance of the WORK or otherwise in connection with the CONTRACT.
(b) CONTRACTOR warrants and represents that except as clearly and unequivocally stated otherwise and expressly agreed to by COMPANY in writing, COMPANY's use of DEVELOPED INFORMATION, COMPANY IP and CONTRACTOR BACKGROUND INFORMATION under this Agreement is not dependent on any third party's rights which cannot be licensed (directly or indirectly) to the COMPANY without additional cost to the COMPANY and without restrictions on use that are incompatible with the rights of the COMPANY under Clause 34.3. Without prejudice to any COMPANY's rights under the preceding warranty, CONTRACTOR must inform COMPANY immediately on becoming aware that COMPANY requires any licence or similar right under another PERSON’S IP in contradiction to the preceding warranty.
(c) CONTRACTOR agrees to and will INDEMNIFY COMPANY GROUP from any and all CLAIMS/LOSSES which may be brought against any member of COMPANY GROUP at any time for breach of contract or infringement of any IP arising from or in connection with the performance of any WORK or otherwise in connection with the CONTRACT. COMPANY will promptly notify CONTRACTOR in writing of the institution of such CLAIMS/LOSSES on becoming aware of the same and will permit CONTRACTOR to control their DEFENCE. Any settlements in respect of such CLAIMS/LOSSES must be APPROVED. COMPANY may be represented by counsel of its own selection at its own expense, and agrees to cooperate fully in the DEFENCE of any such CLAIMS/LOSSES.
34.6 Company Rights
Without prejudice to any other provisions in this Clause 34.0, unless clearly and unequivocally stated otherwise and expressly agreed to by COMPANY in writing, if the WORK includes, but is not limited to, engineering or professional services, technical assistance, consultation, authoring, or creating a design or a plan for equipment, hardware, software, apparatus, process, and/or system, and if any PERSON other than CONTRACTOR shall make, build, construct, or obtain for COMPANY such equipment, hardware, software, apparatus, process, or system, CONTRACTOR grants to COMPANY GROUP and/or shall obtain for COMPANY GROUP, a royalty free, paid-up, non-exclusive, irrevocable, world-wide license and right:-
(a) to own and have possession of all forms of such design or plan;
(b) to copy and make derivatives of such design or plan;
(c) to use such design or plan;
(d) to make or have made all such equipment, hardware, software, apparatus, process, and/or system from such design or plan;
(e) to import, use, install, test, commission, operate, maintain, alter, repair, rebuild, retrofit, convert, and decommission such equipment, hardware, software, apparatus, process, and/or system without limitation;
(f) to sell, offer for sale, donate, lease, sublease, and rent such equipment, hardware, software, apparatus, process, and/or system; and
(g) to assign and transfer any or all of such rights without limitation.
34.7Remediation
CONTRACTOR agrees that if CONTRACTOR is in breach of the warranty in Clause 34.5(b) or CONTRACTOR cannot grant to COMPANY the rights to do all the things described in Clause 34.6, it shall, without prejudice to any other rights of the COMPANY under this Agreement:
(a) obtain such rights at no cost to COMPANY; or
(b) modify any WORK or any deliverables under the WORK at its cost so as to negate the requirement of a licence from the third party;
provided that there is no material change to the SCHEDULE, the quality of any WORK or compliance with the SPECIFICATION.
39.0 ANTI-CORRUPTION UNDERTAKINGS
39.1 CONTRACTOR agrees and undertakes that in connection with the CONTRACT and the transactions contemplated by the CONTRACT, it shall comply with all applicable laws, rules, regulations, decrees and/or official governmental orders of the United Kingdom, the United States of America and any country in which WORK is performed relating to anti-corruption and anti-money laundering.
39.2 As a matter of corporate policy, COMPANY expressly prohibits payment of bribes and also payment of any so-called "facilitation" or "grease" payments in connection with COMPANY'S business operations by any contractor or agent engaged to provide goods or services to COMPANY. CONTRACTOR agrees, undertakes and confirms that it, and each of its AFFILIATES, and its SUBCONTRACTORS, and its and their respective owners, directors, officers, employees, agents and representatives, has not made, offered, promised to make or authorized the making of, and shall not make, offer, or promise to make, or authorize the making of, any payment or other transfer of any financial or other advantage or anything else of value, including without limitation the provision of any funds, services, gifts or entertainment, directly or indirectly to:-
(a) any government official as defined in Clause 39.8;
(b) any director, officer, employee or agent/representative of an actual or prospective counterparty, supplier or customer of COMPANY (“Counterparty”);
(c) any director, officer, employee or agent of COMPANY or of BP plc or any of its other subsidiaries;
(d) any political party, official of a political party, or candidate for public office;
(e) any agent or intermediary for payment to any of the foregoing; or
(f) any other PERSON,
for the purpose of obtaining, influencing or rewarding the award of the CONTRACT or for any improper advantage or for any improper purpose or where it would be improper for the person to accept such an advantage, in connection with the performance of the CONTRACT and the transactions contemplated hereunder or in connection with any other business transactions involving COMPANY, or in any other connection, if and to the extent that to do so is or would be in violation of or inconsistent with the principles or requirements of any anti-bribery or anti-money laundering laws applicable to COMPANY or to CONTRACTOR, or to their respective parent companies, including, without limitation, the UK Bribery Act 2010, the UK Anti-Terrorism, Crime and Security Act 2001, the US Foreign Corrupt Practices Act, and successor legislation, legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or the United Nations Convention Against Corruption, and/or the anti-corruption or anti-money laundering laws of any country in which WORK is performed. Notwithstanding the foregoing undertakings, CONTRACTOR agrees to notify COMPANY promptly upon discovery of any instance where CONTRACTOR has failed to comply with any provisions of this Clause.
For the avoidance of doubt, and for the purposes of the undertakings in this Clause 39 the applicable laws referenced of the United Kingdom, the United States of America and/or of the Republic of Trinidad and Tobago, shall be deemed to apply to CONTRACTOR regardless of whether CONTRACTOR is otherwise subject to those laws.
39.3 CONTRACTOR agrees and undertakes that in connection with the CONTRACT and in connection with any other business transactions involving COMPANY in any country in which WORK is performed, CONTRACTOR GROUP:-
(a) shall apply effective disclosure controls and procedures;
(b) shall maintain throughout the term of the CONTRACT and for at least three (3) years following its expiration or termination books, records, and accounts which, in reasonable detail, accurately and fairly reflect the transactions undertaken and the disposition of assets; and
(c) shall maintain an internal accounting controls system that is sufficient to ensure the proper authorization, recording and reporting of all transactions and to provide reasonable assurance that violations of the anticorruption laws of the applicable jurisdictions shall be prevented, detected and deterred.
39.4 CONTRACTOR agrees and acknowledges that COMPANY, itself or through its duly appointed representatives, shall have the right to inspect and audit any and all books and records of CONTRACTOR relating to CONTRACTOR'S compliance with its obligations under this Clause 39.0, and to make copies, at CONTRACTOR’S expense, of any such books and records.
39.5 CONTRACTOR agrees to cooperate with COMPANY as COMPANY may request in making its books, records, and personnel available in connection with any investigation conducted by COMPANY or government authorities of matters that may implicate transactions or activities carried out by CONTRACTOR in connection with the CONTRACT. CONTRACTOR shall also provide COMPANY with such further assurances or certificates that COMPANY may request from time to time during the term of the CONTRACT relating to matters covered by this Clause 39.0, and CONTRACTOR shall certify to COMPANY in writing its compliance with this Clause 39.0 on an annual basis.
39.6 In addition to suspension and termination provisions set forth in Clauses 30.0 (Suspension Of The Work) and 31.0 (Termination), and without prejudice to any other rights or remedies COMPANY may have hereunder or at law (including, as applicable, the right to damages for breach of contract), COMPANY shall have the right to suspend payment under and/or terminate the CONTRACT with immediate effect:
(a) if COMPANY reasonably believes in good faith that any of the foregoing agreements, undertakings, or requirements set forth in this Clause 39.0 have not been complied with or fulfilled by CONTRACTOR in any material respect; or
(b) where CONTRACTOR or its shareholders, owners, or AFFILIATES become designated as a Restricted Party. For purposes of this Clause 39.6, a “Restricted Party” is any person who is identified from time to time by any government or legal authority under applicable trade sanctions, export controls, anti-money laundering, non-proliferation, anti-terrorism and similar laws as a person with whom trade or financial dealings and transactions by COMPANY and/or its AFFILIATES are prohibited or restricted.
Any such termination shall be deemed to be termination for MATERIAL DEFAULT in accordance with Clause 31.1 (Termination Of Contract).
39.7 All payments by COMPANY to CONTRACTOR shall be made in accordance with the terms of payment specified in the CONTRACT. In the absence of any such specific payment instructions elsewhere in the CONTRACT, payments by COMPANY to CONTRACTOR shall only be made by check or wire transfer to a bank account of CONTRACTOR in the country in which CONTRACTOR is incorporated or where it has its head office, or to its office in the country in which the WORK shall predominantly be performed, details of which shall be given by CONTRACTOR to COMPANY in writing. Such notification shall be deemed to constitute a representation and warranty that the bank account so notified is owned solely by CONTRACTOR and that no PERSON other than CONTRACTOR has any ownership of or interest in such account.
39.8 For the purposes of this Clause 39.0, the term "government official" shall include:
(a) any minister, civil servant, director, officer or employee or other official of any government or any department, agency or instrumentality thereof, and/or of any government-owned or controlled company, any company or enterprise in which a government owns an interest, and/or of any public international organization; or
(b) any close family member of any of the foregoing.
For avoidance of doubt, the term "government official" shall include all directors, officers and employees of the national oil company in the country for which the WORK is being performed or any other state-owned companies, agencies, bodies or entities. This term also includes any person acting in any official, legislative, administrative or judicial capacity for or on behalf of any such government or department, agency, instrumentality, company, or public international organization, including without limitation any judges or other court officials, military personnel and customs, police, national security or other law enforcement personnel.
39.9 CONTRACTOR represents, warrants, and covenants that except as otherwise disclosed in writing to COMPANY, as of the date of execution of this CONTRACT and during the term of this CONTRACT:
(a) no government official or family relation thereof shall have during the term of the CONTRACT a direct or indirect interest in CONTRACTOR or in the CONTRACT, or in the proceeds thereof, or be an officer, director, consultant, representative, agent or employee of CONTRACTOR; and
(b) it shall notify COMPANY promptly and in writing of any change in the foregoing.
39.10 CONTRACTOR further agrees and undertakes with respect to any SUBCONTRACTORS it may engage in connection with the CONTRACT or any other business transactions in any country in which the WORK is being performed that:
(a) it shall conduct appropriate due diligence prior to appointing or engaging such SUBCONTRACTORS to ensure that they are duly qualified to perform the tasks for which they have been engaged and that they are of good reputation; and
(b) it shall cause all such SUBCONTRACTORS to agree, in writing, to compliance with laws and anti-corruption obligations and undertakings substantially equivalent to those set forth in this Clause 39.0; and to audit and inspection provisions substantially equivalent to those set forth in this Clause 39.0; such that both COMPANY and CONTRACTOR shall each have the same rights with respect to any SUBCONTRACTOR (including without limitation the same rights of inspection and audit with respect to the books and records of that SUBCONTRACTOR) that COMPANY has with respect to CONTRACTOR under the CONTRACT.
In connection with CONTRACTOR'S performance of the CONTRACT, CONTRACTOR undertakes that it has carefully reviewed, and undertakes and agrees to act consistently with, the BP Code of Conduct titled "Our commitment to integrity" per: http://www.bp.com/content/dam/bp/pdf/about-bp/code-of-conduct/bp-code-of-conduct-english.pdf
or as a separately listed document on-line.
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