ANTI-CORRUPTION ADDENDUM

This Anti-Corruption Addendum (the “Addendum”) is made pursuant to and a part of that Supplier Services Agreement (the “Agreement”) by and between AVIAÂ, LLC, a Delaware limited liability company (“AVIA”), and partner vendors who service AVIAA’s membership ( referred to as “Supplier”). AVIA and Supplier are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Except to the extent otherwise expressly set forth in this Addendum, this Addendum is governed by the terms and conditions of the Agreement. Any defined terms not otherwise defined herein shall have the meanings set forth in the Agreement. All obligations set forth in the Agreement and this Addendum shall apply to any agent or subcontractor of Supplier. This Addendum may be modified or amended only in writing signed by both Parties. The Parties hereto acknowledge having read this Addendum and agree to be bound by its terms.

  1. Compliance with Anti-Corruption Laws
    1. Definitions. For the purposes of this Addendum:
      1. “Anti-Corruption Laws” means the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010 (Bribery Act 2010), relevant and applicable portions of the USA PATRIOT ACT (Title III of Pub. Law 107-56 (signed into law October 26, 2001)) and any other applicable anti-corruption laws or regulations, as amended.
      2. “Immediate Family Member” means (i) the individual’s spouse; (ii) the individual’s and the spouse’s grandparents, parents, siblings, children, nieces, nephews, aunts, uncles and first cousins; (iii) the spouse of any persons listed in subcategories (i) and (ii); and (iv) any other person who shares the same household with the individual.
      3. “Government Entity” means (i) any national, state, regional, or local government (including, in each case, any agency, department or subdivision of such government); (ii) any political party; (iii) any entity or business that is owned or controlled by any of those bodies listed in subcategory (i) or (ii); or (iv) any international organization, such as the United Nations or the World Bank.
      4. “Government Official” means (i) any director, officer, employee, agent or representative (including anyone elected, nominated, or appointed to be an officer, employee, or representative) of any Government Entity, or anyone otherwise acting in an official capacity on behalf of a Government Entity; (ii) any candidate for public or political office; (iii) any royal or ruling family member; or (iv) any agent or representative of any of those persons listed in subcategories (i) through (iii).
    2. Compliance. Each of AVIAÂ and Supplier represents and warrants that neither it nor anyone acting on its behalf has:
      1. violated, or engaged in any activity, practice or conduct which would violate, any Anti-Corruption Law;
      2. used corporate funds or assets for any unlawful contribution, gift, entertainment or other unlawful expense, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or
      3. directly, or indirectly through its agents, representatives or any other person authorized to act on its behalf, offered, promised, paid, given, or authorized the payment or giving of money or anything else of value to any:
        1. Government Official;
        2. person or entity; or
        3. other person or entity while knowing or having reason to believe that some portion or all of the payment or thing of value will be offered, promised, or given, directly or indirectly, to a Government Official or another person or entity; for the purpose of:
          1. influencing any act or decision of such Government Official or such person or entity in his or its official capacity, including a decision to do or omit to do any act in violation of his or its lawful duties or proper performance of functions; or
          2. inducing such Government Official or such person or entity to use his or its influence or position with any Government Entity or other person or entity to influence any act or decision;
    3. in order to obtain or retain business for, direct business to, or secure an improper advantage for AVIAÂ or Supplier.
    4. Accounting Provisions.
      1. AVIAÂ and Supplier each represents and warrants that it has maintained and will continue to maintain accounting and financial controls adequate to ensure that:
        1. all payments and activities have been accurately recorded in its books, records and accounts;
        2. there have been no false, inaccurate, misleading or incomplete entries made in its books, records and accounts; and
        3. it has not established or maintained any secret or unrecorded funds or accounts.
      2. AVIAÂ and Supplier each represents and warrants that its books, records, and accounts reflect in reasonable detail the character and amount of all transactions, and it has not had or maintained any bank or other financial account that is not or was not accurately disclosed in its books, records, and accounts.
    5. Relationships with Government Officials.
      1. AVIAÂ and Supplier each represents and warrants that no ownership interest in it is directly or indirectly held or controlled by or for the benefit of any Government Official (other than publicly traded stock on a recognized stock exchange) or to its knowledge, any Immediate Family Member of any Government Official.
      2. AVIAÂ and Supplier each represents and warrants that it has not and will not:
        1. employ any Government Official or an Immediate Family Member of any Government Official; or
        2. have a personal, business, or other relationship or association with any Government Official or an Immediate Family Member of any Government Official who may have responsibility for or oversight of its business activities.
    6. Compliance Program. AVIAÂ and Supplier each represents and warrants that it has adopted and maintains adequate policies, procedures, and controls to ensure it is in compliance with all Anti-Corruption Laws.
    7. Proceedings. AVIAÂ and Supplier each represents and warrants that it is not currently, nor has been, the subject of any investigation, inquiry, or enforcement proceeding by any court, governmental, administrative or regulatory body, or any customer regarding any violation or alleged violation of any Anti-Corruption Law, and no such investigation, inquiry, or proceeding has been threatened or is pending and there are no circumstances likely to give rise to any such investigation, inquiry, or proceeding.