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20230710 VIVOTEK Integrity Undertaking English

The Integrity Undertaking outlines the obligations of the Supplier to maintain integrity in business dealings with VIVOTEK, prohibiting any form of bribery or misconduct. It establishes legal repercussions for breaches, including potential cancellation of purchase orders and liability for legal costs. The agreement is governed by the laws of Taiwan and includes provisions for dispute resolution and automatic application to affiliates.
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0% found this document useful (0 votes)
27 views3 pages

20230710 VIVOTEK Integrity Undertaking English

The Integrity Undertaking outlines the obligations of the Supplier to maintain integrity in business dealings with VIVOTEK, prohibiting any form of bribery or misconduct. It establishes legal repercussions for breaches, including potential cancellation of purchase orders and liability for legal costs. The agreement is governed by the laws of Taiwan and includes provisions for dispute resolution and automatic application to affiliates.
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Confidential

Integrity Undertaking

With the good faith, we, , a corporation organized


under the laws of having its principal office
at , including its subsidiaries and affiliates as
identified in the EXHIBIT 2 (hereinafter collectively referred to as “Supplier”) as the
supporting Supplier of VIVOTEK Inc. (as VIVOTEK), a corporation organized under
the laws of TAIWAN having its principal office at ,
including its subsidiaries and affiliates as identified in the EXHIBIT 1 (hereinafter
collectively referred to as “VIVOTEK”), agree to corporate with VIVOTEK to face
the challenge from the market and search for continuous growth of sales.
In order to build a good system for purchase and to avoid the interference in business
transaction caused by human beings, Supplier and all personnel of Supplier shall keep
good integrity to stop any misconduct and strictly follow all terms and conditions
below:
1. Supplier and any of personnel of Supplier shall not provide any and all to
VIVOTEK personnel and their relatives, either directly or indirectly, any cash,
security, present not formally provided by Supplier, treat for leisure or trip, or
other transfer of any kind of benefits.
2. Supplier and any of personnel of Supplier shall not provide any and all to
VIVOTEK personnel and their relatives, either directly or indirectly, any debit or
credit, lease, investment, and transaction which is not instructed by management
of VIVOTEK.
3. Supplier and any of personnel of Supplier shall not provide any and all to
VIVOTEK personnel or their relatives, any job for VIVOTEK personnel’s or their
relatives’ reward.
4. Supplier and any of personnel of Supplier shall never impair the benefits or
reputation of VIVOTEK. Supplier shall be responsible for any civil or penal
liability resulting from any breach of this Section.
5. Supplier and any of personnel of Supplier shall faithfully perform every purchase
and transaction including but not limited to purchase of material, OEM, transfer of
equipment, transportation and custom report and so on.

In order to avoid any breach of the above Sections 1~5, VIVOTEK reserves the right
to request the Supplier to submit any document or evidence and immediately report to
VIVOTEK.

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Confidential
VIVOTEK will take a legal action if there is any breach of this Agreement by the
Supplier or any of personnel of Supplier and do as follows.
(1) The Supplier shall be liable for the costs and expenses (including but not limited
to attorneys’ fee) for the legal action and VIVOTEK shall be entitled to reduce
these costs and expenses from the payment due to the Supplier.
(2) If there occurs inappropriate situation similar to any breach of any above
Sections 1~5 and the breach is verified to be true by VIVOTEK, all the purchase
order placed by VIVOTEK will be deemed to be invalid and canceled.
VIVOTEK shall reject to do any business with such breaching Supplier.
(3) Supplier agrees that VIVOTEK shall deduct the same amount directly from the
payments paid to Supplier. If there is insufficient, Supplier should complement
within the period which VIVOTEK designates.

“Affiliate” means any corporation, company or other entity, which has relationships
with VIVOTEK or Supplier as follows:
(1) In these ways (including but not limited to fund, manage, purchase and sale), there
is ownership or being controlled by one party, direct or indirect.
(2) There is ownership or being controlled by the same party, direct or indirect.
(3) Other relationships in the benefits.

This Agreement is made on the equal and voluntary basis between VIVOTEK and
Supplier, but not standard form contract of any party. Both parties have had an
adequate communication about the contents and agree the entire terms of the
Agreement at the time of signature.

This Agreement shall be governed, construed and enforced in accordance with the
laws of TAIWAN (Republic of China). The parties will attempt in good faith to
resolve any dispute, controversy, claim and difference arising out of or relating to this
Agreement promptly by negotiations between both parties’ representatives. If such
disputes, controversies, claims and differences cannot be settled through negotiations
between the parties, it shall be finally adjudicated by the Taipei district court in
Taiwan as the first trial.

Both parties agree that the following contact are for report of any breach of this
Agreement:
EMAIL: [email protected]

IN WITNESS WHEREOF, Supplier accepted and agreed this Integrity Undertaking,


and have caused its respective authorized representatives to execute this Agreement
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Confidential
effective as of the date written below.

Supplier: _______________

By: ____________________
NAME:
TITLE:
DATE (d/m/y): ___________

The other subsidiaries and affiliates (including but not limited to the new factories after
signing the agreement) of VIVOTEK or Supplier shall automatically apply this
agreement although they are not listed in the agreement and its EXHIBIT1 and
EXHIBIT 2.
EXHIBIT 1
AETEK Inc.
LIDlight Inc.
REALWIN INVESTMENT Inc.
VIVOTEK USA Inc.
VIVOTEK Netherlands B.V.
VIVOTEK Japan Inc.
VIVOTEK Holdings Inc.
Wellstates Investment LLC

VIVOTEK may add any other company or delete any company listed above
upon notice to Supplier at any time.

EXHIBIT 2
1. Supplier name:
Responsible Person:
Address:

2. Supplier name:
Responsible Person:
Address:

3. Supplier name:
Responsible Person:
Address:

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