CONTRACTUAL COMMITMENT
in the fight against collusion and corruption

Suppliers, subcontractors, consultants and customers

Article 1: Objective

  1. Valosphère is committed to conducting its activities with integrity, ethically and in compliance with all applicable laws, including those aimed at countering corruption and collusion.
  2. Any person or company in a contractual relationship with Valosphère must adhere to the same principles and commit to preventing acts of collusion and corruption in all its forms.

Article 2: Compliance clause

  1. All co-contractors undertake to comply with all applicable laws and regulations concerning the fight against corruption and fraud, including, but not limited to, the Anti-Corruption Act, the Competition Act and the Criminal Code.
  2. Each co-contractor represents and warrants that it has not been and will not be involved in any act of corruption, collusion, fraud, or financial malfeasance in any form whatsoever.

Article 3: Audit and control clause

  1. Valosphère reserves the right to carry out audits, including on-site inspections, and to examine the books and records of its co-contractor to ensure compliance with the obligations stipulated in the present undertaking.
  2. Any co-contractor undertakes to cooperate fully during such audits and to provide reasonable access to the information required.

Article 4: Termination clause

  1. In the event of breach by the co-contractor of its obligations stipulated herein, Valosphere reserves the right to immediately terminate all current contracts without notice or compensation.

Article 5: Indemnity clause

  1. The co-contractor agrees to indemnify and hold harmless Valosphere against all losses, damages, costs and liabilities (including legal fees) resulting directly or indirectly from a breach of the clauses stipulated herein by the co-contractor, its employees, agents or principals.

Article 6: Notification clause

  1. The co-contractor undertakes to notify Valosphère immediately in the event of suspicion or discovery of an act of corruption or collusion.

APPENDIX I

Summary of SMAC principles

Zero Tolerance for Corruption: We strictly prohibit all forms of corruption, including but not limited to bribes, kickbacks, fraud and money laundering.

Compliance with Laws: We adhere to all applicable provincial, Canadian and international anti-corruption laws, including but not limited to the Anti-Corruption Act and the Criminal Code.

Conflicts of Interest: Conflicts of interest must be avoided and, when they arise, managed in a transparent and ethical manner.

Due Diligence: Due diligence is required in the selection and management of business partners, suppliers and subcontractors.

Transparent Transactions: All business transactions must be justified, documented and transparent.

Gifts and Hospitality: Gifts, hospitality or expenses must be appropriate, reasonable and in compliance with the law and our internal policies.

Training and Awareness: All employees are committed to regular training on compliance, ethical and anti-corruption practices.

Reporting and Investigation: Employees are encouraged to report any suspicion of corruption, and all allegations will be investigated fairly and thoroughly, protecting the whistleblower from retaliation.

Responsibility and Oversight: Management is responsible for implementing this policy, providing a framework for defining, reviewing and achieving anti-corruption objectives, including appointing a manager with the authority and independence of the anti-corruption compliance function to ensure its implementation.

Commitment to continuous improvement: We are committed to continuously improving our anti-corruption management system.

Enforcement and Sanctions: Failure to comply with this policy may result in disciplinary action, including but not limited to dismissal, as well as legal consequences.

Conclusion: At Valosphère, integrity is at the heart of our success. We rely on every employee and partner to maintain the highest standards of ethical and professional conduct.

CONTRACTUAL COMMITMENT
in the fight against collusion and corruption

Suppliers, subcontractors, consultants and customers

Article 1: Objective

  1. Valosphère is committed to conducting its activities with integrity, ethically and in compliance with all applicable laws, including those aimed at countering corruption and collusion.
  2. Any person or company in a contractual relationship with Valosphère must adhere to the same principles and commit to preventing acts of collusion and corruption in all its forms.

Article 2: Compliance clause

  1. All co-contractors undertake to comply with all applicable laws and regulations concerning the fight against corruption and fraud, including, but not limited to, the Anti-Corruption Act, the Competition Act and the Criminal Code.
  2. Each co-contractor represents and warrants that it has not been and will not be involved in any act of corruption, collusion, fraud, or financial malfeasance in any form whatsoever.

Article 3: Audit and control clause

  1. Valosphère reserves the right to carry out audits, including on-site inspections, and to examine the books and records of its co-contractor to ensure compliance with the obligations stipulated in the present undertaking.
  2. Any co-contractor undertakes to cooperate fully during such audits and to provide reasonable access to the information required.

Article 4: Termination clause

  1. In the event of breach by the co-contractor of its obligations stipulated herein, Valosphere reserves the right to immediately terminate all current contracts without notice or compensation.

Article 5: Indemnity clause

  1. The co-contractor agrees to indemnify and hold harmless Valosphere against all losses, damages, costs and liabilities (including legal fees) resulting directly or indirectly from a breach of the clauses stipulated herein by the co-contractor, its employees, agents or principals.

Article 6: Notification clause

  1. The co-contractor undertakes to notify Valosphère immediately in the event of suspicion or discovery of an act of corruption or collusion.

APPENDIX I

Summary of SMAC principles

Zero Tolerance for Corruption: We strictly prohibit all forms of corruption, including but not limited to bribes, kickbacks, fraud and money laundering.

Compliance with Laws: We adhere to all applicable provincial, Canadian and international anti-corruption laws, including but not limited to the Anti-Corruption Act and the Criminal Code.

Conflicts of Interest: Conflicts of interest must be avoided and, when they arise, managed in a transparent and ethical manner.

Due Diligence: Due diligence is required in the selection and management of business partners, suppliers and subcontractors.

Transparent Transactions: All business transactions must be justified, documented and transparent.

Gifts and Hospitality: Gifts, hospitality or expenses must be appropriate, reasonable and in compliance with the law and our internal policies.

Training and Awareness: All employees are committed to regular training on compliance, ethical and anti-corruption practices.

Reporting and Investigation: Employees are encouraged to report any suspicion of corruption, and all allegations will be investigated fairly and thoroughly, protecting the whistleblower from retaliation.

Responsibility and Oversight: Management is responsible for implementing this policy, providing a framework for defining, reviewing and achieving anti-corruption objectives, including appointing a manager with the authority and independence of the anti-corruption compliance function to ensure its implementation.

Commitment to continuous improvement: We are committed to continuously improving our anti-corruption management system.

Enforcement and Sanctions: Failure to comply with this policy may result in disciplinary action, including but not limited to dismissal, as well as legal consequences.

Conclusion: At Valosphère, integrity is at the heart of our success. We rely on every employee and partner to maintain the highest standards of ethical and professional conduct.