Vendor Compliance Addendum

Vendor Compliance Addendum  

This Vendor Compliance  Addendum (the “Compliance Addendum”) forms a part of, and is subject to, the agreement(s) between Vendor and Flock Group Inc (“Flock”) for Vendor’s services (the “Agreement”). All capitalized terms used but not defined herein will have the meaning ascribed to them in the Agreement. To the extent of any conflict between this Compliance Addendum and any other agreement between Vendor and Flock, this Compliance Addendum shall control.

1. Code of Conduct

1.1 At all times during the term of the Agreement, Vendor will  implement, maintain, and enforce a code of conduct or other internal policies, procedures, or standards (collectively, “Vendor Code of Conduct”) governing the conduct of all employees or individuals engaged in the provision of Vendor Services. The Vendor Code of Conduct must, at a minimum, include requirements related to business ethics, corporate responsibility, and compliance with all applicable local, state, federal, and international laws, rules, and regulations. 

1.2 Upon reasonable request from Flock, Vendor shall provide Flock with documentation or evidence (e.g., risk assessments and mitigations, implemented policies and processes, relevant training, and instruction) to demonstrate its compliance with this provision.

1.3 In the event Flock determines that Vendor is in breach of the principles set forth in the Supplier Code of Conduct, Flock may terminate the Agreement in accordance with the provisions outlined in the Agreement.

2. Personnel

2.1 Vendor shall ensure that, prior to the commencement of work for Flock under the terms of the Agreement, all Vendor personnel providing Flock with services have successfully completed a background check. Such background check shall comprehensively assess Vendor personnel history and qualifications in accordance with local applicable law. 

2.2 Upon reasonable request by Flock, Vendor shall provide proof of successfully complete background checks for Vendor personnel servicing Flock pursuant to the Agreement. 

3. Training

3.1 Vendor will maintain an internal training program that requires all Vendor employees to successfully complete annual compliance and security training at least once per calendar year.

3.2 Prior to the commencement of work for Flock under the terms of the Agreement, all Vendor personnel providing Flock with services must have successfully completed compliance and security training on their responsibilities under Vendor’s governance, policies, and procedures, and relevant applicable laws. 

3.3 Upon reasonable request by Flock, Vendor shall provide proof of successfully completed training for Vendor personnel servicing Flock pursuant to this Agreement. 

4. Trade Compliance

4.1 Vendor and Flock, including any party to which either may permissibly assign this Agreement, shall conduct their activities under the Agreement in compliance with applicable export control and trade and economic sanctions laws, including those of the United States (collectively, “Trade Controls”).

4.2 Vendor shall not directly or indirectly (i) export, reexport, or transfer any Flock products; (ii) provide any services to, and/or (iii) provide services to Flock from, any prohibited countries, territories, entities, or individuals in violation of applicable Trade Controls. 

4.3 In accordance with Section 889(a)(1)(B) of the NDAA, Vendor represents that it does not, and will not during the term of this Agreement, use any Covered Telecommunications Equipment or Services as a substantial or essential component of any system, or as critical technology as part of any system, regardless of whether that usage is in performance of work under this Agreement.

4.4 In the event (i) Vendor breaches the terms of this Section, (ii) Vendor becomes a party with whom Flock is prohibited from from transacting under applicable Trade Controls, and/or (iii) Flock determines that applicable Trade Controls prevent Sprinklr from continuing with this Agreement, Flock has the right to terminate the Agreement, effective immediately, by providing written notice to the Vendor.