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(xiv) to uphold
the terms set forth in the Vendor Code of Conduct and to adhere to the
principles and values of the Sustainable Development Policy and the Human
Rights Policy of VALE, while the CONTRACTOR states that is aware of the terms
of said policies; 4.2. The CONTRACTOR hereby states that in all of its
activities relating to this Agreement, it shall at all times uphold the terms
of Law 12846/13, legislation on conflicts of interest, and other laws, rules,
and regulations which are similarly applicable in purpose and effect to
either of the Parties (in the case of VALE, in addition to Brazilian laws,
the FCPA or Anti-Bribery Act). VALE undertakes to provide timely and express
notice to the CONTRACTOR of any changes which may be made relating to the
anti-bribery regulations applicable to VALE and contained in the Foreign
Corrupt Practices Act (FCPA) and the UK Bribery Act. 4.2.1 KPMG hereby
further states that in all of its activities relating to this Agreement, KPMG
and its subcontractors, as well as their respective managers, directors,
officials, and beneficiaries ("Agents"), consultants,
representatives, agents, brokers, or other intermediaries
("Intermediaries") have not and shall not take any of the following
measures: (a) pay, offer, promise, or authorize payment in cash or in kind,
directly or indirectly, to any (a) official, director, or representative of,
or person who by other means acts officially on behalf of (i) a national
government, political subdivision, or local jurisdiction thereof; (ii) a
department, council, commission, court, or agency, whether civil or military
in nature, of any of the aforementioned entities, regardless of its
constitution; (iii) an association, organization, company, or enterprise
owned or controlled by the government; or (iv) a political party
("Government Authority"); (b) a legislative, administrative, or
judicial official, whether elected or appointed; (c) a director or other
person occupying a position within a political party; (d) a candidate for
political office; (e) a person occupying any other official, ceremonial, or
other position, whether appointed or inherited as part of a Government
Authority; or (f) a director or official of a multinational organization (for
example, the World Bank, the Organization of the United Nations, the
International Monetary Fund, the Organization for Economic Cooperation and
Development) ("Government Official") in order to (a) influence any
act or decision of such person in their official capacity; (b) encourage such
person to act (whether by action or omission) in violation of their legal
duty; (c) obtain any improper advantage; or (d) encourage such person to use
their influence to affect or influence any act or decision of a Government
Authority, in order to help KPMG or VALE to obtain or retain business with,
or to channel business to, any person; and accept or receive, directly or
indirectly, any payment, goods, or benefit, irrespective of their value, as
an improper incentive to grant, obtain, or retain business, or by other means
gain or concede an improper business advantage to or from any person. CLAUSE
FIVE - OBLIGATIONS OF VALE
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