Honesty & Integrity Agreement
Confidentiality: Internal
Honesty & Integrity Agreement
By
【** Huawei **】
And
【Supplier’s full name】
Agreement No.: 【***】
Document Code: Proc/Govern/Contract/Template_T195 V06.00
2017-07-13 Conserved time of the record: permanent
Huawei Confidential
Page 1 of 7
Honesty & Integrity Agreement
Confidentiality: Internal
Honesty and Integrity Agreement (V6.00)
1. Preface
1.1. The Parties
【Huawei Technologies Co., Ltd.】, a company incorporated under the laws of 【PRC】,
with its business office at 【Huawei Industrial Base, Long Gang district, Shenzhen P. R.
China】, postcode: 【***】 (hereinafter referred to as the “【Buyer】”).
【Full name of Supplier】 a company incorporated under the laws of 【Name of a
county of a region】 with its business office at 【address】 and postcode: 【***】
(hereinafter referred to as “【Supplier】”).
1.2. General
In order to protect the rights and interests of both the Parties during their business
cooperation, to fully represent the spirit of impartial, fair-minded, integrity and honest
cooperation, to refrain from being involved in commercial bribe, unfair competition or
commercial fraud, and to establish mutual cooperation based on trust and honesty, the
Parties now mutually agree as follows:
2. Code of Conduct
2.1. Together Promises
(1) The parties shall comply with the applicable laws and regulations and other rules
relating to fair trade and anti-corruption.
Document Code: Proc/Govern/Contract/Template_T195 V06.00
2017-07-13 Conserved time of the record: permanent
Huawei Confidential
Page 2 of 7
Honesty & Integrity Agreement
Confidentiality: Internal
(2) The parties shall frequently carry out the business integrity education to their
business personnel so as to build and ensure positive and compliant commercial
conduct.
2.2. Supplier Promises
(1) 【Supplier】 and its personnel shall not in any form or way bribe any personnel of
【Buyer】, including without limitation:
(i) Present in any form, any monetary, securities, payment vouchers, communication
equipment, vehicles, cultural articles of high value or other valuables, etc.;
excepting the exchanged gifts, during the normal commercial meeting of company
level between Parties, and complying with the relevant business practice.
(ii) Without a prior written consent of 【Buyer】, organize any of the following activities
for any of 【Buyer】’s personnel: including but not limited to tourism, amusement
of high consumption or meeting at scenic resorts for the purpose of travels;
excepting the cost is burdened by 【Buyer】.
(iii) Bribe 【Buyer】’s personnel or do any of the above through any agent.
(iv) Bribes defined by the relevant laws or regulations.
(2) 【Supplier】 shall support 【Buyer】 in the building of trust and integrity between
the parties, and shall reject any solicitation for bribes during daily business
cooperation and make a complaint to Business Control department of 【Buyer】. If
【Supplier】 fail to refuse any solicitation for bribes of 【Buyer】’s personnel, fail to
complain to 【Buyer】, and full fill the request of 【Buyer】’s personnel, it shall be
deemed as bribes of 【Supplier】, and 【Supplier】 shall take the relevant liabilities.
Complaint channel:
Email: [email protected]
TEL: +86-755-28786148
Document Code: Proc/Govern/Contract/Template_T195 V06.00
2017-07-13 Conserved time of the record: permanent
Huawei Confidential
Page 3 of 7
Honesty & Integrity Agreement
Confidentiality: Internal
Fax: +86-755-28789314.
(3) 【Supplier】 shall report any affiliated relationship with 【Buyer】 at 【Buyer】’s
request and shall not conduct any affiliated transaction; 【Supplier】 shall not set up
a company together with 【Buyer】’s personnel or his/her relatives, or let 【Buyer】’s
personnel or his/her relatives take share of 【Supplier】, for 【Buyer】’s personnel
or his/her relatives to get any unfair benefits.
(4) 【Supplier】 shall not supply any materials that is not in compliance with technical
specification of material to 【Buyer】 without prior written notice to 【Buyer】
specifying such non-compliance;
(5) 【Supplier】 shall not promote to 【Buyer】 any material that does not accord with
the trend of industrial development or the roadmap of technical development of
【Supplier】 without prior written notice to 【Buyer】;
(6) 【Supplier】 shall ensure all documents, information, data, statements and oral
representations provided to 【Buyer】 to be true and correct;
(7) 【Supplier】 shall be strictly bonded by all of its covenants, commitments, promises,
contracts, agreements and memorandums between the parties hereto, and shall
punctually supply goods with the guaranteed quality and quantity, prevent itself from
any commercial fraud, and avoid any dubious activity.
2.3. Any business personnel of 【Buyer】 shall be bonded by the following terms:
(1) Not to accept any bribes of any form, from 【Supplier】 or its personnel, including,
without limitation:
(i) Not to accept any monetary, securities, payment vouchers, communication
equipment, vehicles, cultural articles of high value or other valuables, etc.;
Excepting the exchanged gifts, during the normal commercial meeting on
company level between Parties, and complying with the relevant business
practice.
Document Code: Proc/Govern/Contract/Template_T195 V06.00
2017-07-13 Conserved time of the record: permanent
Huawei Confidential
Page 4 of 7
Honesty & Integrity Agreement
Confidentiality: Internal
(ii) Without a prior written consent of his/her department supervisor, not to take part in
any of the following activities organized by 【Supplier】, including but not limited to
tourism, amusement of high consumption, scenic resort meetings for the purpose
of travels; Excepting the cost is burdened by 【Buyer】.
(iii) Not to accept bribes of any form or any of the above implemented by 【Supplier】
through any agent.
(2) Not to engage in any affiliated transactions; himself/herself or his/her relatives shall
not set up a company together with 【Supplier】, or take share of 【Supplier】, for
getting any unfair benefits.
(3) In finding any breaches by 【Supplier】 of any of the above mentioned terms in
Terms “Supplier Promises”, shall report to his/her upper or supervisory department.
3. Liability for breach of this Agreement
3.1. If 【Supplier】 or its personnel breach any terms of this Agreement, 【Buyer】 shall
have the right to cancel 【Supplier】’s qualification as Buyer’s certified supplier,
immediately terminate the business contracts between the parties (subject to Buyer’s
sole opinion), and list 【Supper】 into 【Buyer】’s Procurement Black List. 【Buyer】
further reserve its right to take any further action / steps against 【Supplier】in
accordance with the applicable laws.
3.2. If 【Supplier】 or its personnel breaches any one of the conditions (1) – (2) under
term “Supplier Promises”, 【Supplier】 shall send back all the unfair benefits to
【Buyer】, and pay fifteen percent (15%) of the total amount (i.e. “the amount has
been paid” + “the unpaid amount which has been agreed by the Parties”) purchased
from 【Suppler】 by 【Buyer】 during the period from the first time 【Supplier】
implemented the bribes till the time the bribes are founded out by 【Buyer】 as
liquidated damages. 【Buyer】 reserves the right to settle the liquidated damages of
any of the amount due to 【Supplier】 by 【Buyer】 directly.
Document Code: Proc/Govern/Contract/Template_T195 V06.00
2017-07-13 Conserved time of the record: permanent
Huawei Confidential
Page 5 of 7
Honesty & Integrity Agreement
Confidentiality: Internal
3.3. 【Supplier】shall be liable, provided it or it personnel breach any terms of this
Agreement and incur any damage to 【Buyer】. 【Buyer】 also reserves the right to
claim damages.
3.4. 【Supplier】’s responsibility to 【Buyer】 under this Agreement shall survive any
change or termination of the Parties’ business relationship.
4. Miscellaneous
4.1. Amendment. No modification, amendment or other change may be made to this
Agreement or any part hereof unless reduced to writing and executed by authorized
representatives of both Parties.
4.2. Affiliates. Both parties agree that this Agreement shall also apply to and govern the
business cooperation between 【Buyer】’s affiliates and 【Supplier】. The affiliates
list may be amended from time to time upon 【Buyer】’s written notice.
4.3. Applicable Law. The validity, performance, and all matters relating to the effect of this
Agreement and any amendment hereto shall be governed by the laws of the
【People’s Republic of China】, without regard to its conflict of laws’ provisions.
4.4. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this
Agreement, including the validity, invalidity, breach or termination thereof, shall be
settled by arbitration in [Hong Kong] under the [Hong Kong International Arbitration
Centre Administered Arbitration Rules] in force when the Notice of Arbitration is
submitted in accordance with these Rules. The arbitration proceedings shall be
conducted in [language].
4.5. Effect. This Agreement shall become effective and remain in effect after it is signed
by the parties. This Agreement shall restrict all the bribes implemented after or before
the signature of this Agreement, excluding all the bribes has been disclosed by
【Supplier】voluntarily before signing this Agreement. This Agreement remains effect
to 【Supplier】’s successor.
Document Code: Proc/Govern/Contract/Template_T195 V06.00
2017-07-13 Conserved time of the record: permanent
Huawei Confidential
Page 6 of 7
Honesty & Integrity Agreement
Confidentiality: Internal
4.6. Signature Representative. For 【Supplier】， this Supplementary Agreement shall be
signed by the legal representative of 【Supplier】， or the representative with a written
authorization of the legal representative.
4.7. Counterparts. This Agreement may be executed in 【2 (two )】 counterparts, 【1
(one)】 for each party, which shall be deemed to have equal effect.
【Buyer】 (Seal): 【Buyer’s full name】
【Supplier】 (Seal): 【Supplier’s full name】
Authorized representative’s
Authorized representative’s
(neatly written):
(neatly written):
Signature:
Signature:
Authorized representative’s Title:
Authorized representative’s Title:
Date:
Date:
Document Code: Proc/Govern/Contract/Template_T195 V06.00
2017-07-13 Conserved time of the record: permanent
Huawei Confidential
Page 7 of 7