Anti-Commercial Bribery Agreement
Party A: Shenzhen Shangyu Youdan Internet Information Technology Co., Ltd. (3Eeye Platform)
Party B (Seller): ____________________ (Unified Social Credit Code: ____________________)
I. Definitions and Scope
1. Commercial Bribery: Refers to acts where Party B or its affiliates offer property, benefits, or services to platform employees, buyers, or third-party partners to obtain improper competitive advantages or transactional opportunities. This includes, but is not limited to:
- Direct benefits such as cash rebates, gift cards, virtual currency, etc.;
- Indirect benefits such as false transactions, fraudulent invoicing, inflated service fees, etc.;
- Payment of travel, education, medical expenses, or other costs for platform employees or their relatives.
2. Affiliates: Includes Party B’s employees, agents, suppliers, and any third parties with an interest-related relationship to Party B.
II. Obligations of Party B
1. Prohibited Acts:
- Shall not offer or promise bribes to platform employees, buyers, or third parties in any form;
- Shall not engage in concealed benefit transfers through shell companies, related-party transactions, dual contracts, or similar means;
- Shall not provide excessive gifts (single value ≥ RMB 500 or equivalent foreign currency) under the guise of religious holidays, birthdays, etc.
2. Compliance Management:
- Conduct anti-bribery training at least once annually and retain training records for audit;
- Establish an internal whistleblowing mechanism, self-investigate employee bribery within 24 hours, and notify the Platform;
- Cooperate with the Platform’s compliance audits on abnormal transactions (e.g., frequent transfers between related accounts).
III. Rights of Party A
1. Audit Rights: The Platform may commission third-party agencies (e.g., KPMG, Deloitte) to conduct unannounced audits of Party B’s financial records, contracts, and payment history, with costs borne by the breaching party.
2. Investigation Rights: Upon receiving bribery reports, the Platform may require Party B to submit evidence such as bank statements, email records, or communication logs.
IV. Breach Handling
1. Penalty Standards:
- If commercial bribery is confirmed, Party B shall pay a penalty equal to 300% of the bribery amount or 200% of the total service fees over the past 12 months (whichever is higher).
- Penalties double for cross-border bribery (e.g., bribing foreign public officials).
2. Termination of Cooperation:
- Immediate termination and permanent blacklisting if a single bribery instance involves ≥ RMB 100,000 (or equivalent foreign currency);
- The Platform may freeze accounts and publicly disclose violations if Party B is under judicial investigation for bribery.
3. Joint Liability: Bribery by Party B’s employees or agents shall be deemed as Party B’s act, with full liability borne by Party B.
V. Exceptions
1. Compliant Gifts: Permissible to provide promotional items (e.g., gifts bearing Party B’s logo) under public and transparent circumstances.
2. Legitimate Promotions: Discounts or cash-back activities compliant with local laws (e.g., Black Friday sales) are not deemed bribery.
VI. Governing Law and Dispute Resolution
1. Governing Law: This Agreement is governed by Chinese law. Cross-border disputes may apply the United Nations Convention against Corruption.
2. Dispute Resolution: Disputes shall be submitted to the Shenzhen Court of International Arbitration for final and binding arbitration.
VII. Signature Page
Party A: ____________________ (Official Seal)
Legal Representative’s Signature: ____________________
Date: ____________________
Party B: ____________________ (Official Seal)
Legal Representative’s Signature: ____________________
Date: ____________________
