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Global Template Compliance Provisions

Long Form for Certain Business Partners


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These template compliance provisions are intended to implement the Martin Dow Marker Limited (MDM)
Business Partner Risk Management Policy and should be inserted in all contracts and contract templates
with business partners that are required to undergo the Extended Selection Process described in Section
4.2.5 of the Policy.

These provisions assume (i) that the contract between the MDM entity and the business partner defines the
terms “Agreement” and “Applicable Law,” substitutes the appropriate entity designations for “[BP]” and
“[MDM],” and includes provisions regarding notices, confidentiality and termination, and (ii) that
references to an easily-accessible website address for the MDM Code of Conduct is substituted for “[insert
link]”. The definition of “Applicable Law” in the contract must include, at a minimum and in addition to
applicable local law, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act.

These provisions should be inserted where and numbered as appropriate.


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Compliance Obligations.

Selection of [BP]; Accuracy of Information Provided. [MDM] has implemented a selection process for
business partners that is designed to help ensure compliance with Applicable Law and [MDM] policy. As
part of such selection process and in order to monitor and ensure compliance by [BP] of its obligations
under this Section entitled “Compliance Obligations,” [BP] shall provide to [MDM] such information
concerning [BP] and its activities as may be reasonably requested from time to time by [MDM]. [BP]
represents that information [BP] provides does not contain any untrue statement of a material fact and does
not omit to state a material fact necessary in order to make the information provided, in the light of the
circumstances under which the information was provided, not misleading.

Compliance with Applicable Law. [BP] shall perform its obligations under this Agreement in compliance
with all Applicable Law.

No Bribery. [BP] acknowledges that it is aware of the OECD Convention on Combating Bribery of Foreign
Public Officials in International Business Transactions and shall comply, and shall ensure that its
subcontractors comply, with its principles. [BP] shall not offer, promise, give, authorize or consent to the
giving of money or anything of material value to any person (i) with the purpose or effect of securing any
improper advantage in order to obtain or retain business or (ii) to induce or prevent the performance of an
individual’s duties in violation of Applicable Law.

Reasonable Environment, Health and Safety Standards. [BP] shall provide a safe and healthy work
environment for all workers.

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58481.7
No Discrimination. [BP] shall not unlawfully discriminate against, and shall implement reasonable
measures to avoid harassment of, any workers or applicants because of race, color, religious belief, ancestry,
national origin, age, sex, sexual orientation, disability, or any other basis prohibited by Applicable Law.

Minimum Labor Standards. [BP] shall abide by the labor standards embodied in those International Labour
Organization (“ILO”) conventions that have been ratified by the country in which [BP]’s obligations are to
be performed. [BP] shall not, in any case: (i) retain workers less than the minimum age set forth in the ILO’s
Minimum Age Convention; (ii) engage in any activities covered by the ILO’s Worst Forms of Child Labour
Convention; (iii) engage in forced or compulsory labour as defined in the ILO’s Forced Labour
Conventions; or (iv) retain workers procured through human trafficking or the smuggling of migrants as
defined by United Nations protocols.

Adoption of Principles Regarding Business Partners, Governments and Public Officials. [BP] either (i)
acknowledges and accepts the principles regarding relations with other Business Partners, Governments
and Public Officials set forth in the MDM Code of Conduct (available at http://MDMgroup.com), or (ii)
has adopted policies that embody reasonably comparable principles.

Compliance by [BP]’s Subcontractors and Agents. [BP] shall take reasonable measures to ensure that
[BP]’s subcontractors, agents and other third parties subject to [BP]’s control that provide products or
services relevant to this Agreement will comply with the foregoing provisions.

Notice of Compliance Events. If [BP] discovers, after a reasonable opportunity to conduct an appropriate
review or investigation, the occurrence or non-occurrence of any event that a reasonable person would
consider a probable material breach of any of [BP]’s obligations under this Section entitled “Compliance
Obligations” (a “Compliance Event”), [BP] shall promptly notify [MDM] in writing of such Compliance
Event and the measures [BP] has and intends to take to remedy such Compliance Event and to prevent its
recurrence.

Inspections Regarding Compliance Events. In addition to any other rights [MDM] may have under this
Agreement, if [BP] notifies [MDM] of, or [MDM] otherwise has a reasonable suspicion of, the occurrence
of a Compliance Event, [MDM] may inspect or have inspected by an independent auditor the premises,
books and records of [BP] relevant to such Compliance Event for the purpose of ensuring compliance by
[BP] of its obligations under this Section entitled “Compliance Obligations.”

Termination Following Compliance Events. In addition to any other rights [MDM] may have under this
Agreement and under Applicable Law, [MDM] may terminate this Agreement immediately following the
occurrence of a Compliance Event.

Export Restrictions. [BP] shall comply with all applicable restrictions imposed by the United States
government, the German government and the government of any other country in which any of the products
are manufactured or which would by their terms be applicable to the export, re-export and import of the
products hereunder, to the extent such restrictions relate to the export, or re-export, of the products or the
transfer of any technical data of [MDM] or any of its affiliates. [BP] shall not, without the prior written
approval of the U.S. Department of Commerce (and any other U.S. or other applicable country’s
governmental agency), sell the products to any customer [BP] knows, or has reason to know, will use,
directly or indirectly, in any chemical or biological warfare application. [BP] shall cooperate with [MDM],

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58481.7
and shall submit all documentation requested by [MDM], to obtain the appropriate licenses prior to the
export of the products or the transfer of any such technical data. If required by [MDM], [BP] shall also
obtain an-end use statement from the end-user of the products. [BP] further agrees that it shall comply with
all import and export restrictions of any country in which [BP] is doing business, including but not limited
to verification by [BP] that no end-user of the products or recipient of technical data has been listed on any
country’s “denied parties” list.
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Additional Provisions
The following provisions must be added to contracts for MDM Millipore and MDM Consumer Health
business; they are optional for all other contracts

U.S. FCPA and UK Bribery Act. [BP] acknowledges that: (a) [MDM] is a U.S. corporation or is an affiliate
of a U.S. corporation, and, as such, may be subject to the provisions of the Foreign Corrupt Practices Act
of 1977 of the United States of America, 91 Statutes at Large, Sections 1495 et seq. (the “FCPA”); and, (b)
[MDM] is subject to other bribery and corruption laws, including without limitation the UK Bribery Act
and local laws for the jurisdictions covered by this Agreement. Under the FCPA it is unlawful to pay or to
offer to pay anything of value to foreign government officials, government employees, political candidates,
or political parties, or to persons or entities who will offer or give such payments to any of the foregoing,
in order to obtain or retain business or to secure an improper commercial advantage. [BP] further
acknowledges that it is familiar with the provisions of the FCPA, the UK Bribery Act and applicable local
bribery and corruption laws, and shall not take or permit any action that will either constitute a violation
under, or cause [MDM] to be in violation of, the provisions of the FCPA, the UK Bribery Act or applicable
local bribery and corruption law.

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Variable for Termination Clause

Termination Following Certain Material Compliance Events. In addition to any other rights [MDM] may
have under this Agreement and under Applicable Law, if a Compliance Event occurs that involves senior
managers of [BP] or that may, in [MDM]’s reasonable estimation, result in material reputational harm to
[BP] or [MDM], [MDM] may terminate this Agreement immediately after [MDM] has provided [BP] notice
of [MDM]’s findings regarding the Compliance Event and has allowed [BP] a reasonable opportunity to
respond to the findings.

Company Name: M/s iEDGE M/s Catapult


Contract Person: Muhammad Arbab Idrees Tuba Ahsan
Contact No. 0342 4334331 0345 8508254

___________________________ Business ______________________ Business


Partner Signature: Sole Proprietor Signature:

Session dates: 29-03-2013

ver: March 11, 2013


58481.7
Session dates: 28-06-2013
Session dates: 27-09-2013
Session dates: 03-12-2013

ver: March 11, 2013


58481.7

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