General Business Standards for Business Partners

1. DEFINITIONS

1.1 The following definitions shall apply for these General Business Standards for Business Partners:

1. “Agreement” shall mean the agreement between Yara and Business Partner, these General Business Standards for Business Partner’s and any other appendices and agreed amendments to said documents. Any reference in these General Business Standards for Business Partner’s to the “Agreement” is intended to be a reference to all documents that constitute the Agreement.
2. “Business Partner” shall mean the entity identified as the counterparty of Yara in the Agreement.
3. “Close Relative” shall mean an individual’s spouse, the individual’s and the spouse’s grandparents, parents, siblings, children, nieces, nephews, aunts, uncles, and the spouse of any of these people.
4. “Confidential Information” shall mean any information regarding the Agreement and/or the business or affairs of Yara or any member of the Yara Group that would be regarded as confidential by a reasonable business person, including information relating to Yara’s or any member of the Yara Group’s operations, finances, processes, plans, product information, pricing information, Intellectual Property Rights, trade secrets, software, market opportunities, Business Partners, Yara’s or business partners.
5. “HESQ” shall mean health, environment, safety, and quality.
6. “Intellectual Property Rights” shall mean, without limitation: Yara’s or any member of the Yara Group’s (i) patent rights; (ii) registered and unregistered designs, copyrights, trademarks, service marks and trade names; (iii) technical know-how and advice and (iv) all other intellectual property rights of any kind wherever and however in the world enforceable.
7. “Law(s)” shall mean any and all federal, state, local, foreign or other statutes, rules, regulations, ordinances, acts, codes, legislation, published judicial decisions, published administrative orders, common law and similar laws or legal requirements imposed by any governmental entity or authority (or any agency or instrumentality thereof).
8. “Parties” shall mean Yara and Business Partner. Each of Yara and Business Partner may be referred to as a “Party”.
9. “Personal Data” shall mean data from which an individual can, directly or indirectly, be identified, or as otherwise defined under applicable Laws.
10. “Public Official” shall mean anyone employed by or acting on behalf of, whether on a full or part time basis, a foreign, federal, national, regional, state or local government; government owned or controlled company or other entity; employees or agents of public international organizations (such as the United Nations, European Union, World Bank and other international development organizations); political parties, political party officials and candidates for public office; and anyone else acting in an official capacity for or on behalf of a government agency or entity, including persons holding a legislative, administrative or judicial post and members of the military and police.
11. “Representatives” shall mean, with respect to a Party, the employees, officers, directors, managers, agents, consultants, contractors, or sub-contractors of such Party.
12. "Sanctioning Body" shall mean any of the following: (i) the United Nations Security Council; (ii) the European Union; (iii) the Office of Foreign Assets Control of the Department of Treasury of the United States of America; (iv) Global Affairs Canada; and (v) any governmental authority that administers Sanctions in the country which is the domicile of the Yara or its ultimate holding company, or Business Partner.
13. "Sanctions" shall mean economic or financial sanctions, trade embargoes and restrictions relating to terrorism imposed, administered or enforced by a Sanctioning Body from time to time.
14. “Sanctions Event” shall mean the events listed in Section 8.1.
15. "Sanctions List" shall mean any list of specifically designated nationals or blocked or sanctioned persons or entities (or similar) imposed, administered or enforced by a Sanctioning Body in connection with Sanctions from time to time.
16. “Yara” shall mean the entity identified as the counterparty of Business Partner in the Agreement.
17. “Yara Group” shall mean Yara International ASA and/or any other entities which it directly or indirectly Controls (including Yara).

1.2 For the avoidance of doubt, these General Business Standards for Business Partner’s for all purposes constitute a part of the Agreement. 

2. 2. LAWS AND CODE OF CONDUCT

2.1 Business Partner shall comply with all applicable Laws relating to the Agreement, and in particular relating to human rights, bribery, corruption, money-laundering, accounting and financial controls and anti-terrorism, including the Code of Conduct for Yara’s Business Partners, which can be found on Yara’s website (https://www.yara.com/this-is-yara/ethics-and-compliance/policies/code-of-conduct-for-business-partners/) or received in hard copy upon request.

3. HESQ

3.1 Business Partner shall at all times comply with applicable Laws and good industry standards relating to HESQ and recycling of any packaging and have a satisfactory system for HESQ assurance and quality assurance. If Business Partner or any of its Representatives visit one of Yara’s facilities, it shall at all times comply with Yara’s rules and regulations relating to HESQ.

4. CONFIDENTIALITY

4.1 Business Partner shall not at any time during the term of the Agreement and for a period of five (5) years after termination of the Agreement disclose to any person or entity any Confidential Information disclosed to Business Partner or any of its Representatives by or on behalf of Yara or any of its Representatives, except as permitted by Section 4.2.

4.2 Business Partner may disclose Confidential Information: (i) to its Representatives who need to know such information for the purposes of carrying out Business Partner’s obligations under the Agreement, provided that Business Partner takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this Section 4 as though they were a party to the Agreement; and (ii) as may be required by applicable Law, court order or any governmental or regulatory authority. Business Partner shall be responsible for its Representatives’ compliance with the confidentiality obligations set out in this Section 4.

4.3 Business Partner shall not use any Confidential Information for any purpose other than to perform its obligations under the Agreement.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Yara reserves all rights in its Intellectual Property Rights. No rights or obligations in respect of Yara’s Intellectual Property Rights, other than those expressly stated in the Agreement, are granted to Business Partner or to be implied from the Agreement. In particular, no license is hereby granted directly or indirectly under any Intellectual Property Rights held, made, obtained or licensable by Yara now or in the future. Unless otherwise agreed by Yara in writing, Yara shall retain the exclusive ownership of any (i) amendments or improvements to its existing Intellectual Property Rights and (ii) new Intellectual Property Rights created by the Agreement between Yara and Business Partner.

5.2 Business Partner shall not, without the prior written consent of Yara: (i) sub-license, transfer or otherwise deal with the rights of use of any Intellectual Property Rights granted under the Agreement; (ii) establish, register and/or adopt visual identities that are using elements from the Intellectual Property Rights (by way of example the square of the logo, the Viking ship, the shields, the font-type, the parts of the name Yara, Viking and Ship); (iii) use the Intellectual Property Rights, alone or in combination or in connection with any company name, trade name or trademark owned or used by Business Partner or any third party; (iv) alter, deface, make any addition or remove any reference to the Intellectual Property Rights, any reference to Yara or any other name displayed on Yara product; or (v) do, or omit to do, anything in its use of the Intellectual Property Rights that could adversely affect their validity.

5.3 Yara makes no representation, condition, or warranty, either express or implied, (i) as to the validity or enforceability of its Intellectual Property Rights or (ii) to the effect that its Intellectual Property Rights do not infringe any intellectual property rights of any third parties.

5.4 If Business Partner should notice or become aware of any infringements of Yara’s Intellectual Property Rights by a third party or any unlawful act prejudicial to Yara’s interests, Business Partner shall promptly report the same to Yara. Business Partner shall, to the best of its ability and in accordance with any directions given by Yara, assist Yara in its protection against any such infringements.

6. DATA PRIVACY

6.1 Business Partner shall, during the term of the Agreement (i) comply with, and procure that all Representatives comply with, all applicable data privacy Laws in connection with Personal Data and its performance under the Agreement; and (ii) not do, or cause or permit to be done, anything which may cause or otherwise result in a breach by the other party of applicable data privacy laws and regulations.

6.2 Business Partner permits and authorizes Yara to collect and process Personal Data pursuant to Yara’s Data Privacy Directive for Customer, Yara and Business Partner Data, which can be found on Yara’s website (yara.com/globalassets/privacy-policy/yara-data-privacy-policy-for-customer-data.pdf/) or received in hard copy upon request, and any applicable Laws. Yara may also, as far as is permitted by applicable Law, process Personal Data for the following business purposes: (i) development and improvement of products and/or services; (ii) performance of Business Partner services; (iii) conclusion and execution of agreements; (iv) relationship management and marketing; (v) business process execution, internal management, and management reporting; (vi) HESQ; and (vii) compliance with legal obligations. In particular, Yara may process Personal Data to prepare reports and/or recommendations to Business Partner which Yara believes may be of interest to Business Partner. Business Partner may opt-out of receiving such reports and/or recommendations by sending an e-mail to privacy.global@yara.com.

6.3 Business Partner hereby warrants that: (i) at the time of providing data subjects' Personal Data to Yara, including any of its former, current or future Representatives, the data subjects have been (or will have been) fully notified as to the purpose for which his or her Personal Data will be used and any required consent of data subjects have been (or will have been) fully and sufficiently obtained or Business Partner is otherwise entitled to disclose any Personal Data which has been or may be provided to Yara; and (ii) the relevant Representative has in place (or will have in place) adequate legal basis (e.g. consent where required) under applicable data privacy Laws for the transfer of data subjects’ Personal Data to countries outside the home country of Business Partner by Yara, or another member of the Yara Group.

6.4 Business Partner shall immediately notify Yara in writing and in any event within two (2) Business Days of (i) becoming aware of any actual or suspected accidental or unauthorized access, disclosure, loss or use of Personal Data; or in the event of any claim or complaint from any data subject of accidental or unauthorized access to Personal Data and/or where there has been an event of non-compliance with applicable data privacy laws or regulations by Business Partner, whether discovered by Business Partner or forming the subject of an investigation and/or action by the relevant authorities. Such notification shall include reasonable details of any such actual or suspected accidental or unauthorized access, disclosure, loss or use of Personal Data. Business Partner shall not use any Personal Data received from Yara unless necessary for the purpose of this Agreement and shall at all times ensure that appropriate security measures are taken to protect the same from loss, misuse, modification, unauthorized or accidental access or disclosure, alteration or destruction.

7. STANDARDS OF BUSINESS CONDUCT

7.1 Business Partner warrants, agrees and undertakes that in connection with the Agreement it has not and will not make, give, offer, promise or authorize any type of bribes, “facilitation” or “grease” payments by way of improper or illegal payment, gift, advantage or other thing of value, whether directly or indirectly, to any third party.

7.2 Business Partner represents and warrants that except as otherwise disclosed in writing to Yara prior to the date of the Agreement, no Public Official or its Close Relatives are presently (i) owning any Controlling interest in Business Partner (directly or indirectly); (ii) or has a right to any benefit if Yara enters into the Agreement with Business Partner.

7.3 Yara may at any time and at its own cost and upon reasonable notice in writing perform regular integrity due diligence reviews and audits of Business Partner to ensure compliance with this Section 7. Subject to appropriate confidentiality procedures, Business Partner shall fully cooperate with Yara in the performance of any such reviews and audits, and comply with any and all reasonable requests upon reasonable notice in writing for access to facilities, information, individuals and documentation.

7.4 Business Partner shall ensure that all of its business partners who perform services or provide goods in connection with the Agreement do so only on the basis of a written contract, which imposes on and secures from such persons or entities terms substantially equivalent to those imposed on Business Partner in this Section 7. Business Partner shall be responsible for reasonable and appropriate due diligence procedures prior to engaging its business partners in connection with the Agreement, and for monitoring the adherence and performance by such persons or entities of its compliance obligations.

7.5 Notwithstanding any other provision of the Agreement, Yara may, upon written notice to Business Partner, terminate the Agreement if Business Partner has breached or failed to properly carry out any of its obligations under this Section 7.

7.6 As agreed from time to time by Yara, Yara and Business Partner shall cooperate in arranging and participating in compliance trainings, seminars, and projects at their own cost.

7.7 Business Partner shall without undue delay report any suspected infringements, breaches, or violations of this Section 7 to Yara.

7.8 No amendment or modification of the Agreement shall be valid unless expressly agreed to in writing by an authorized Representative of each of the Parties.

7.9 Any advice provided by Yara or its Representatives is given to the best of their knowledge, and shall not relieve Business Partner from undertaking its own investigations and tests, or subject Yara and/or its Representatives to any liability.

7.10 The Agreement constitutes the entire agreement between the Parties and supersedes and replaces all previous agreements, understandings, discussions, correspondence, and negotiations between them, whether oral or in writing with relation to the purpose of the Agreement. The Business Partner acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of Yara or any of its Representatives which is not set out in the Agreement.

7.11 Business Partner shall not assign, transfer, delegate, sub-license, or sub-contract any of its rights, benefits, or obligations under the Agreement without the prior written consent of Yara. Yara may assign, transfer, delegate, sub-license, or sub-contract its rights, benefits and/or obligations under the Agreement to another member of the Yara Group or any other person or entity. Any purported assignment, transfer, delegation, sub-license, or sub-contract in violation of this Section 7.11 shall be null and void. For purposes of the foregoing, and without limiting its generality (i) any merger, consolidation, or reorganization involving Business Partner (regardless of whether Business Partner is a surviving or disappearing entity) and (ii) any change of control of Business Partner shall be deemed to be an assignment and transfer of Business Partner’s rights, benefits, or obligations under the Agreement for which Yara’s prior written consent is required. Subject to the foregoing, the Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

7.12 If any term or provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify the Agreement such that, as amended, the Agreement is legal, valid, and enforceable, and, to the greatest extent possible, achieves the Parties' original commercial intention.

7.13 No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by applicable Law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

7.14 Nothing contained in or done pursuant to the Agreement shall be deemed or construed by the Parties, or by any third party, to create the relationship of principal and agent, partnership, joint venture, or any association whatsoever between Yara and Business Partner.

7.15 Notices, claims, etc. which the Agreement requires to be presented in writing, shall be sent by letter, fax, or e-mail to the other Party’s authorized Representatives in accordance with any applicable conditions set forth in the Agreement.

7.16 The Agreement is for the sole benefit of Business Partner and Yara (and the other members of the Yara Group) and their respective successors and permitted assigns and nothing in the Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement; provided that, for the avoidance of doubt, each member of the Yara Group is an intended third party beneficiary of the Agreement.

8. SANCTIONS

8.1 Business Partner represents, warrants and undertakes to Yara that Business Partner: (i) is not a person or entity that is named on any Sanctions List or directly or indirectly owned or controlled by any such person or entity or otherwise directly or indirectly targeted under any Sanctions; (ii) does not have any director, officer, employee or agent that is named on any Sanctions List or is the subject of any inquiry, claim or proceeding with respect to Sanctions; (iii) is not violating and will not violate any applicable Sanctions in connection with the Agreement; and (iv) has not involved and will not involve any persons or entity mentioned above in this Section 8.1 in connection with the negotiation of, entry into or performance of the Agreement, (each a Sanctions Event).

8.2 If a Sanctions Event occurs: (i) Business Partner shall promptly notify Yara in writing with full details of the Sanctions Event together with, following any request from Yara for it to do so, any other information reasonably requested by Yara; (ii) Yara without limiting anything in this condition or the Agreement, may at any time during which the Sanctions Event is continuing, suspend performance of the Agreement by notice to Business Partner (and Yara shall not be liable for non-performance of any of its obligations during the period of suspension, but such suspension shall not affect liabilities of Business Partner which accrued prior to such suspension and which are lawful for Business Partner to discharge); and (iii) Yara may, at any time during which the Sanctions Event is continuing, terminate the Agreement by notice to Business Partner (and such termination shall be without further liability to Yara, but shall not affect liabilities of Business Partner which accrued prior to the earlier of the date of suspension or termination in accordance with this Section 8.2 and which are lawful for Business Partner to discharge as at the date of termination).