NovoNordisk_CushmanWakefield_RPF_FINAL

January 2019

Business Ethics Contract Clauses – Contracts for high and low risk TPRs

To be included in contracts with high and low risk Third Party Representatives (as defined in requirements on Third Party Representatives in Compliance Framework), as follows: • All clauses to be included in contracts for high risk TPRs • Clauses 1-7 to be included in contracts for low risk TPRs; remaining clauses are optional The BE contract clauses have been drafted based on a set of standardized anti-bribery clauses developed by TRACE International. The clauses have been designed to be universally acceptable without revision. If absolutely necessary, amended wording can be used, provided that Local Legal has approved and ensured that any amended wording adequately protects Novo Nordisk. The rationale for approving any amended wording should be explained and documented by Local Legal in the Local Legal tab in the TPR system or through other, adequate documentation attached to the contract (for high risk TPR contracts). For low risk TPR contracts, Local Legal documents approval through sign off on the contract next to the signee or through approval by email attached to the contract. Please note that the key clauses 2, 3, and 4 should not be amended unless exceptional circumstances apply. The clauses are a supplement to the main agreement, which must include all the main provisions relevant for the performance of the Agreement, incl., but not limited to, provisions relating to: The corporate standard contract templates include all the main provisions (incl. the above), but if a different contract template is used, please ensure that such provisions are already included in the main agreement. Language in yellow should be replaced as indicated. The yellow color and brackets should be deleted in the final version. When including these clauses in a contract, please ensure that a printed version of the latest Annual Certification is enclosed as appendix to the contract. TO BE INCLUDED IN CONTRACTS FOR BOTH HIGH AND LOW RISK TPRs: 1. Definitions Anti-Corruption Legislation: means the United Nations Convention Against Corruption, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, any applicable national laws and regulations implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and any applicable laws and regulations prohibiting public or commercial bribery, extortion, kickbacks or other unlawful or improper means of conducting business. • Type of agreement and nature of services (agency, distribution, etc.) • Payments and reimbursement of expenses • Payment terms and bank details • Assignment of the Agreement

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