Remediation Agreement

REMEDIATION AGREEMENT

This Remediation Agreement (“Agreement”) is effective as of [DATE];

BETWEEN: [NAME OF THE COMPANY] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at:

[COMPLETE ADDRESS]

AND: [PROSECUTOR, DEPARTMENT] (the "Prosecutor"), under the Government of [State/Province] of [STATE/PROVINCE], with its office located at:

[COMPLETE ADDRESS]

WHEREAS, the Company is in the business of [SPECIFY DETAILS OF BUSINESS];

WHEREAS, the Company has been charged with [SPECIFY THE OFFENCE];

WHEREAS, the Prosecutor, under the [SPECIFY THE LAW] has agreed to enter into this Agreement with the Company to remediate the Offence committed by it (“Remediation”);

WHEREAS, both Parties affirm to understand all of the provisions contained in this Agreement and in case either Party requires clarification as to one or more of the provisions contained herein, either Party has requested clarification or otherwise sought guidance;

NOW THEREFORE in consideration and as a condition of the Company and the Prosecutor entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows:

PURPOSE OF THIS AGREEMENT

The main purposes of

this

emediation

greement would be:

To denounce

the

Company’s

wrongdoing and the harms that such wrongdoing has caused to victims or to the community;

To hold the

Company

accountable for the wrongdoing;

To require the

Company

to put measures in place to correct the problem and prevent similar problems in the future;

To reduce harm that a criminal conviction of

the Company

could have for employees, shareholders and other third parties who did not take part in the

ffence; and

To help repair harm done to victims or to the community, including through reparations and restitution.

CHARGES AGAINST THE COMPANY

The Prosecutor has charged the Company with the following

ffence:

[SPECIFY IN DETAIL THE OFFENCE THE COMPANY HAS BEEN CHARGED WITH].

ACCEPTANCE OF

WRONGDOING

This Agreement is entered into solely for

acceptance of the cha

rges levied against

the Company

by the Prosecutor

he Company

shall

remediate for the

ffence

committed by it

. Accordingly, except as set forth herein,

the

Prosecutor

acknowledges that the

Company

has admitted fault, wrongdoing, liability,

and

obligation

and shall remediate in accordance with the

provisions of this Agreement

REMEDIATION

MEASURES

The Company shall take such measures which are agreed between the

arties and

are

listed under Annexure A – Remediation

Measures

which is attached to this Agreement

By performing the Remediation Activities, this Agreement

would provide an incentive to rectify

the

wrongdoing

of the Company

and this shall avoid

the negative consequences of a criminal conviction

The Company

shall make a good faith effort to

repair or take measures to repair the damage done to the

third parties that are not a

arty to this Agreement.

The Company shall pay the

enalty which is agreed between the

arties and is

specified

in this Agreement.

FINANCIAL PENALTY

The Prosecutor has determined that [AMOUNT OF PENALTY] shall be paid by the Company as a Penalty for the

ffence

with

which it has been charged. The

enalty shall be paid on [DATE] via [MODE].

RELINQUISH THE BENEFITS

The Prosecutor has determined that the Company has benefitted by the Offence

committed

by it. After the execution of this Agreement, the Company shall denounce all possible benefits which

it received by committing such

ffence.

TERM OF THE AGREEMENT

This Agreement shall be effective from the date of this Agreement until the

Remediation

is completed by

the Company

, subject to the other provisions of this Agreement.

STANDARD OF CARE

The Company

shall

perform the

Remediation Activities

with

a high

degree of skill and care.

The Company

is fully responsible for identification and avoidance of any and all underground utilities or other obstructions encountered while performing the

Remediation

Activit

NON

PERFORMANCE BY

COMPANY

the Company

fails to meet any specification of the

Remediation Services

as outlined in this Agreement, the

Prosecutor

shall notify

the Company

in writing of the deficiency. If

the Company

does not correct the deficiency within thirty (30) days,

the

Company

shall be in breach of contract and the

Prosecutor

may terminate this Agreement.

The Company shall be liable

for prosecution by the Prosecutor if this Agreement is terminated due to the Non-Performance of the Remediation

Activities

BREACH OF THE TERMS OF THE AGREEMENT

If the Company fails to remediate

for the

ffence committed by it in accordance with the terms of Annexure A – Remediation

Measures

, the Prosecutor shall

initiate Criminal Proceedings

in Court

against the Company for the Offence which the Company is charged with.

AGREEMENT BECOMES EFFECTIVE

This Agreement shall come into force on the date the Judg

e of [

NAME OF

COURT] shall give

order

MODIFICATION

No modification to, waiver of, or cancellation of any term of this Agreement shall be valid unless it is in writing and signed by both Parties.

FORCE MAJEURE

The

Parties

shall have no liability to the

other

under this

greement if it is prevented from or delayed in performing its obligations under this

greement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Service Provider or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Service Provider or sub-contractors, provided that the client is notified of such an event and its expected duration.

LEGAL AND BINDING

This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in [COUNTRY]. The Parties each represent that they have the authority to enter into this Agreement.

SEVERABILITY

In the event that any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.

ENTIRE AGREEMENT

This

greement, and any documents referred to in it, constitute the whole

greement between the

arties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

Each of the

arties acknowledges and agrees that in entering into this

greement

it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this

greement or not) relating to the subject matter of this agreement, other than as expressly set out in this

greement.

LANGUAGE AND GOVERNING LAW

This Remediation Agreement shall be governed by and construed and enforced in accordance with the laws of the [State/Province] of [STATE/PROVINCE], which law shall prevail in the event of any conflict of the

arties.

The

arties hereto acknowledge that they requested that this Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the

arties relating to this Agreement be drafted in English.

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

COMPANY PROSECUTOR

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

Annexure A

Remediation Measures

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