In recognition of the principles enshrined in the various pertinent international and regional conventions on combating corruption and to ensure compliance with the anti-corruption laws applicable to the activities under the Agreement and any other anti-corruption laws otherwise applicable to the Parties or  to the ultimate parent company,

25.1  The Client, in respect of the Agreement and the matters that are the subject of the Agreement, warrants that neither it nor to its knowledge anyone on its behalf, has made or offered nor will make or offer any payment, gift, or promise or give any advantage, whether directly or through a CLOSE FAMILY MEMBER or other intermediary, to or for the use of an PUBLIC OFFICIAL, where such payment, gift, promise or advantage would be for purposes of:

1. Influencing any act or decision of such PUBLIC OFFICIAL;
2. Inducing such PUBLIC OFFICIAL to do or omit to do any act in violation of his or her lawful duties;
3. Securing any improper advantage; or
4. Inducing such PUBLIC OFFICIAL to use his or her influence to affect any act or decision of any department, agency or instrumentality of any government or public enterprise.

25.2 The Client, in respect of the Agreement and the matters that are the subject of the Agreement, warrants that it has not made or offered and will not make or offer any payment, gift, or promise or give any advantage, whether directly or through intermediaries, to or for the use of any PERSON(other than a PUBLIC OFFICIAL) insofar as such payment, gift, promise or advantage would be for purposes of inducing such PERSON to do or omit to do any act in violation of his or her lawful duty or to secure any improper advantage , or otherwise to do or refrain from doing something that would violate the laws applicable to the activities under the Agreement.

25.3  The Client shall cause his personnel and Subcontractors to comply with the obligations set forth in this Article 25.3 and to warrant the same under the terms of their agreements with any subcontractors. In particular, the Client shall perform Anti-corruption Compliance Due Diligences on all major Subcontractors and Dhuzz Electric Nigeria Ltd.reserves the right i) to request proof of and or documentation relating to such Due Diligences and, where necessary ii) to reject or request replacement of non-complying Subcontractors.

25.4  The Client represents and warrants that no PUBLIC OFFICIAL or CLOSE FAMILY MEMBER owns or possesses, directly or indirectly, shares or any other beneficial interest in the Client (other than through ownership of publicly traded securities that is not sufficient to constitute a controlling interest), or is a director, officer or agent of the Client, except for any ownership, interest or position that the Client has disclosed to Dhuzz Electric Nigeria Ltd.in writing. The foregoing representation and warranty will continue so long as this Agreement remains in effect. The Client agrees to notify Dhuzz Electric Nigeria Ltd.promptly and in writing of any developments that would or might affect the accuracy of the foregoing representation or warranty. In any case, if a PUBLIC OFFICIAL or CLOSE FAMILY MEMBER owns or acquires, directly or indirectly, shares or any other beneficial interest in the Client , or is or becomes a director, officer or agent of the Client, the Client shall take  appropriate steps to ensure that such PUBLIC OFFICIAL or CLOSE FAMILY MEMBER avoids any conflict of interest and complies with the laws applicable to him /her which prohibit conflicts of interest on the part of PUBLIC OFFICIALS and complies with the anti-corruption provisions described in the sub-articles 25.1 and 25.2 above.

 25.5  The Client shall promptly give NOTICE to Dhuzz Electric Nigeria Ltd. of any investigation or legal proceeding initiated against the Client by any public authority relating to an alleged violation of applicable anti-corruption laws by the Client, his Subcontractors or his/their personnel / the Client’s personnel in relation to operations and activities performed under the Agreement.

25.6  Without prejudice to any other rights or remedies Dhuzz Electric Nigeria Ltd. otherwise may have hereunder or at law, including but not limited to damages for breach of the Agreement, if any of the undertakings or requirements of this article 25 have not been complied with or fulfilled by the Client in any material respect, Dhuzz Electric shall have the right to suspend and/or terminate the Agreement for the Client’s default with immediate effect pursuant to the applicable laws.