Proposed Fcpa Insert for Stratcap Consulting Agreements

PROPOSED FCPA INSERT FOR STRATCAP CONSULTING AGREEMENTS

FCPA Compliance. Contractor warrants and represents to the Company that it understands the Foreign Corrupt Practices Act of the United States of America (the “FCPA”) and that Contractor agrees that it shall not violate or cause or permit to be violated by Contractor, any provisions of the FCPA before or during the term of this Agreement. Contractor represents that it is not an instrumentality of the government of South African or any other country, or of any department or agency thereof, and that none of its officers or directors are government officials as defined under the FCPA. Contractor represents to the Company that, in connection with Contractor’s services hereunder, no payment nor anything of value has been directly or indirectly given, will be directly or indirectly given, or will be attempted to be directly or indirectly given by Contractor to or for the benefit of any government official of South Africa or any other country, or of any department or agency thereof, for the purpose of inducing any such government official to use his official position to act or fail to act or to influence anyone else to do so, in order to perform his official duty or in violation of his lawful duty or to affect or influence the act or decision of either of such governments or instrumentalities thereof, or to secure an improper advantage, in any such cases to assist in obtaining or retaining business for or with, or directing business to, any person. Contractor understands that a government official as defined by the FCPA includes any officer or employee of a government or any department, agency or instrumentality thereof, or any person acting in an official capacity for or on behalf of any such government or department, agency or instrumentality. An instrumentality includes any company or entity, the majority of whose ownership interests is owned or controlled by the government of South Africa or any other country, or of any department or agency thereof. Contractor also represents that no payment or anything of value directly or indirectly has been made or offered to any political party of the government of South Africa or any other country, for the purpose of inducing such party to grant an advantage to Contractor or the Company, in any such case to assist in obtaining or retaining business for or with, or directing business to, any person. Contractor agrees, upon the request from time to time by the Company, to certify in a form meeting the requirements of the FCPA that no action in violation of the FCPA has been taken or failed to have been taken or authorized by Contractor or on behalf of the Company during the term of the Agreement up to the date of such certification. Contractor further agrees that it shall cause its representatives, agents, contractors, sub-contractors, employees, officers, principals, and all other persons acting on its behalf during the term of this Agreement to be aware of and understand the FCPA and to act in compliance with its provisions and refrain from any act or conduct that would be a violation thereof.