NovoNordisk_CushmanWakefield_RPF_FINAL

Any claims for payment by [THIRD PARTY] with regard to any transaction for which a breach has occurred shall be refunded to Novo Nordisk by [THIRD PARTY]. Novo Nordisk will not be liable for any claims, losses, or damages arising from or related to failure by [THIRD PARTY] to comply with the Anti-Corruption Legislation and/or Novo Nordisk’s Business Ethics Code of Conduct, and [THIRD PARTY] will indemnify and hold Novo Nordisk harmless against any such claims, losses, or damages. 5. Books and Records [THIRD PARTY] certifies that all payments made in connection with the performance of this Agreement will be properly and accurately recorded in its books and records, including amount, purpose, recipient, and maintained in accordance with their internal procedures along with supporting documentation, incl. accurate detailed records of any external expenses (reimbursed or paid by Novo Nordisk) to be maintained for review by Novo Nordisk upon request. 6. Disclosure and External Reporting If [THIRD PARTY] learns of, or suspects, any violation of the Anti-Corruption Legislation or Novo Nordisk’s Business Ethics Code of Conduct in connection with the performance of this Agreement, it will immediately advice Novo Nordisk in writing of such knowledge or suspicion. [THIRD PARTY] agrees to cooperate fully in any Novo Nordisk investigation to determine if there has been a violation. [THIRD PARTY] agrees that any information relating to this Agreement, including the existence and terms of this Agreement may be disclosed to government agencies and to any other person or entity that Novo Nordisk determines has a legitimate need to know. 7. Sub-Contractors [to the extent subcontractors are used] [THIRD PARTY] certifies that it has taken reasonable measures to prevent sub-contractors, or any other third parties performing services in connection with this Agreement and acting under their authority and control, from breaching these Business Ethics Contract Clauses. [THIRD PARTY] shall be entirely responsible for the activities and omissions of such subcontractors and shall indemnify and hold harmless Novo Nordisk against any and all claims, expenses (including reasonable attorney’s fees and costs) losses, damages or liabilities that could result from the activities or omissions of such subcontractors. ONLY FOR HIGH RISK TPR CONTRACTS: Subject to the caveat on clause 7, we confirm our agreement to these terms.

Commented [RO1]: C&W may be able to accept this indemnity if liablity under such an indemnity is included within an aggregate cap in a future Framework Agreement. Commented [RO2]: Deleted clauses 8,9 and 10 given Novo Nordisk’s response on the third round of Q&A confirmed these would not be applicable to C&W.

Party: Cushman & Wakefield Debenham Tie Leung LTD. (xxx)

Date Name (Capital letters) Title Signature

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