SERVICES AGREEMENT

dated as of [•] 2024

by and between

[Name of Company]
[Address of Company]

and

[Name of Contractor]
[Address of Contractor]
 This Services Agreement (“Agreement") is made effective as of [•] 2024 by and between

1. [Name of Company]
[Address of Company]
(“Company”)

and
2. [Name of Contractor]
[Address of Contractor]
(the "Contractor")

(each a "Party" and together the "Parties")

RECITALS
WHEREAS,

(A) The Contractor is a specialized provider of the Services (as described herein);

(B) The Company wishes to engage the services of the Contractor to provide the
Services;

(C) The Company agrees to obtain and the Contractor agrees to provide such services on
the terms set out in this agreement.

1. DEFINITIONS Unless otherwise required by the context in which any defined term
appears, the following defined terms shall have meanings specified below

"Affiliate" means, as to a Person, any other person that, directly or indirectly, Controls, is Controlled
by or is under common Control with such person, which in the case of the Company
will also include RP Global Austria GmbH and any fund (and investment and financial
advisors and managers of such fund) owning (directly or indirectly) more than 20% of
the issued voting capital of the Company.

"Applicable Law" or "Law" means, with respect to any person, property, transaction, condition or
event, any present or future (a) domestic or applicable foreign statute, law, treaty,
code, ordinance, convention, rule, regulation, restriction or by-law (zoning or
otherwise); (b) judgment, order, writ, injunction, decision, direction, determination,
ruling, decree or award; (c) regulatory policy, practice, technical standard, ruling,
interpretation, guideline, requirement or directive; or (d) any governmental
authorization binding on or affecting the person, property, transaction or event
referred to in the context in which the term is used.
"Business Day" means any day (other than a Saturday or Sunday) on which commercial banks in
[Country] are open for general business.

"Charges" means, the fees payable for the Services as set out in Annex 2

"Control" means, with respect to any entity, the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such entity, whether
through the ownership of voting securities (or other ownership interest), by contract
or otherwise.

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"Intellectual Property" means all rights in or in relation to any and all patents, utility models, trade
and service marks, rights in designs, get-up, trade, business or domain names,
copyrights, and topography rights, (whether registered or not and any applications to
register or rights to apply for registration of any of the foregoing), rights in inventions,
know-how, trade secrets and other confidential information, rights in databases and
all other intellectual property rights of a similar or corresponding character which may
now or in the future subsist in any part of the world.

"Services" means the services to be provided by the Contractor hereunder as described in Annex 1.

2. TERM

2.1. This Agreement shall commence on [•] 2024 and shall continue, unless earlier
terminated in accordance with this Agreement, until [•].

3. SERVICES AND CONTRACTOR OBLIGATIONS

3.1. The Contractor shall:

(a) provide the Services in accordance with and as described in Annex 1;

(b) ensure that the Services and any documents, equipment products and
materials provided by the Contractor to the Company as part of the Services
(“Deliverables”) will conform in all respects with any requirements set out in
Annex 1 or otherwise be fit for purpose and free from all encumbrances and
liens;

(c) perform the Services in a prudent, reasonable, and efficient manner

(including providing sufficient personnel who are competent, skilled and duly
qualified to perform the work) and in accordance with best practice in the
Contractor's industry, profession or trade and all Applicable Laws,
regulations, codes, permits, licenses, and industry standards and practices;

(d) co-operate with the Company in all matters relating to the Services, and
comply with the Company's reasonable instructions;

(e) obtain and at all times, maintain during the term of this Agreement, all
necessary licences and consents in order to enable the Contractor to satisfy
its obligations under this Agreement;

(f) meet all the legal compliances related to environment, labour, health and
safety regulations under Applicable Laws including EU laws and regulations;
provide their employees with a safe and healthy workplace in compliance
with all Applicable Laws and regulations; ensure that appropriate health and
safety information is provided to its employees, sub-suppliers and sub-
contractors and that relevant training and equipment is provided and
comply with any rules contained in Annex 3– Company´s HSE Requirements
and shall ensure that its employees, sub- suppliers and subcontractors shall
also comply with these rules as well as all applicable laws, inform the
Company as soon as practicable possible in case of occurrence of any
environmental incident and/or breach of any applicable laws by the

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 Contractor or any of its suppliers or subcontractors, otherwise, the Company
shall reserve its right to terminate this Agreement unilaterally; and

(g) comply with the terms of the Company´s Code of Conduct contained in
Annex 4 and not engage with any sub-contractors or sub-suppliers to
perform the Services under this Agreement without prior written consent of
the Company.

3.2. The Contractor undertakes that it is an independent contractor and that neither this
Agreement nor the Services to be rendered hereunder shall for any purpose
whatsoever or in any way or manner create any employer-employee relationship
between the parties. The Contractor shall be responsible for the payment of all taxes
related to compensation pursuant to this Agreement and indemnifies and agrees to
hold the Company harmless against any payments which the Company may be liable
to pay or claims in respect of the Contractor being deemed to be an employee of the
Company.

3.3. In the event of delay in completion, delivery or rectification of a defect in the work,
the Contractor undertakes to pay to the Company a contractual penalty of 0.1% of the
value of the works not completed, delivered or defective per day for each day of
delay, but not more than 10% of the value of the relevant stage of the works.

4. THE COMPANY OBLIGATIONS

4.1. The Company shall:

(a) co-operate with the Contractor in all matters relating to the Services;

(b) provide access to the Company's premises and data and other facilities as
may reasonably be requested by the Contractor and agreed with the
Company in writing in advance, for the purposes of the Services;

(c) inform the Contractor of all health and safety and security requirements that
apply at the Company's premises which the Contractor will require access to;

(d) provide all documents prepared within this Agreement in digital form to the
Company.

5. CHANGE CONTROL

5.1. Either Party may propose changes to the scope or execution of the Services, but no
proposed changes shall come into effect until a relevant change order has been signed
by both parties.

5.2. A change order shall be a document setting out the proposed changes and the effect
(if any) those changes will have to the Services, the Charges, the timetable for the
Services and/or and any terms of this Agreement.

6. CHARGES AND PAYMENT

6.1. In consideration of the provision of the Services by the Contractor, the Company shall
pay the Charges.

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6.2. The Contractor shall invoice the Company for the Charges within 30 days upon
completion of the Services. The Company shall pay each undisputed invoice submitted
to it by the Contractor within 30 days of receipt to a bank account nominated in
writing by the Contractor.

6.3. If the Company delays the payment of the Charges to the Contractor, the Contractor
shall be entitled to charge the Company a penalty of 0.1% per cent per week overdue
after a grace period of 10 days for the payment.

7. CONFIDENTIALITY

7.1. Each Party undertakes that it shall not at any time during this Agreement, and for a
period of 2 (two) years after termination or expiry of this Agreement, disclose to any
person any confidential information concerning the business, affairs, clients,
contractors or Affiliates of the other Party or of any member of the group of
companies to which the other Party belongs, except as permitted by this Clause 7.

7.2. Each Party may disclose the other Party's confidential information:

(a) to its and its Affiliates` employees, officers, representatives (including

investment managers/advisors of affiliated funds), lenders (both equity and
debt), contractors, subcontractors, or advisers who need to know such
information for the purposes of exercising the Party's rights or carrying out its
obligations under or in connection with this Agreement. Each Party shall
ensure that its employees, officers, representatives, contractors,
subcontractors or advisers to whom it discloses the other Party's confidential
information comply with this 47; and

(b) as may be required by law, a court of competent jurisdiction or any

governmental or regulatory authority.

7.3. No Party shall use the other Party's confidential information for any purpose other
than to exercise its rights and perform its obligations under or in connection with
this Agreement.

8. RISK, INDEMNIFICATION, LIABILITY

8.1. The Contractor warrants that the receipt, use and onward supply of to or by the
Company of any materials created or used in or as part of the Services, together with
any Deliverables shall not infringe the rights, including any Intellectual Property Rights,
of any third party.

8.2. The Contractor undertakes (i) to apply and comply with all Applicable Laws concerning
employment conditions and safety and health measures in the execution of the Services
in order to ensure the correct economic, retributive, social security and insurance
treatment, and (ii) to hold harmless and indemnify the Company in relation to any claim,
action, right as well as damages or costs, arisen from any claims - of any nature - of or
relating to the execution of the Services. The Contractor undertakes to remain liable
from and against any and all claims, damages, losses, liabilities and expenses (including
attorney’s fees and disbursements) arising out of, or in-curred in connection with any
breach of this Agreement or negligence by the Contractor in performing the Services
hereunder.

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8.3. The Contractor shall indemnify and hold harmless the Company, the Company´s
personnel, and their respective agents, against and from all claims, damages, losses and
expenses (including legal fees and expenses) in respect of:

(a) bodily injury, sickness, disease or death, of any person whatsoever arising out of or
in the course of or by reason of the design, execution and completion of the
Services, unless and to the extent attributable to any negligence, wilful act or breach
of this Agreement by the Company, the Company 's personnel, or any of their
respective agents; an

(b) damage to or loss of any property, real or personal, including environmental

damage, to the extent that such damage or loss arises out of or in the course of or
by reason of the design, execution and completion of the Services and is not
attributable to any negligence, wilful act or breach of the Contract by the Company,
the Company´s personnel, or any of their respective agents.

9. TERMINATION

9.1. Without affecting any other right or remedy available to it, either Party may terminate
this Agreement by giving written notice to the other Party if:

(a) the other Party commits a material breach of any term of this Agreement and
(if such breach is remediable) fails to remedy that breach within a period of 5
(five) Business days after being notified in writing to do so;

(b) the other Party repeatedly breaches any of the terms of this Agreement in
such a manner as to reasonably justify the opinion that its conduct is
inconsistent with it having the intention or ability to give effect to the terms of
this Agreement;

(c) the other Party suspends, or threatens to suspend, payment of its debts or is
unable to pay its debts as they fall due or a petition is filed, a notice is given, a
resolution is passed, or an order or application is made, for or in connection
with the winding up or insolvency of the other Party;

(d) the other Party suspends or ceases, or threatens to suspend or cease, carrying
on all or a substantial part of its business; or

(e) the other Party's financial position deteriorates so far as to reasonably justify
the opinion that its ability to give effect to the terms of this Agreement is in
jeopardy.

9.2. Without affecting any other right or remedy available to it;

(a) the Contractor may terminate this Agreement with immediate effect by giving
written notice to the Company if the Company fails to pay any amount due
under this Agreement on the due date for payment and remains in default not
less than 30 (thirty) days after being notified in writing to make such payment:

and

(b) the Company may terminate this Agreement with immediate effect by giving
written notice to the Contractor if the Contractor breaches any of its material

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 obligations under this Agreement (including the Company´s HSE Requirements
or Code of Conduct as set out in Annex 3 and 4).

9.3. Any provision of this Agreement that expressly or by implication is intended to

come into or continue in force on or after termination or expiry of this Agreement
shall remain in full force and effect.

9.4. Termination or expiry of this Agreement shall not affect any rights, remedies,
obligations or liabilities of the Parties that have accrued up to the date of
termination or expiry, including the right to claim damages in respect of any breach
of the Agreement which existed at or before the date of termination or expiry.

10. NOTICE ADDRESSES

10.1 All notices or other communications under this Agreement shall, unless expressly
provided otherwise, be in writing, properly addressed, postage pre-paid, certified
or registered mail or courier to the appropriate address as shown below or as
otherwise designated from time to time by providing notice thereof of other
addresses.

If to the Company:

Address:
Attention:
Email:

If to the Contractor:

Address:
Attention:
Email:

A notice or other communication shall be deemed to have been received 2 (two) Business Days
after transmission.

11. WHISTLEBLOWER POLICY AND REPORTING MECHANISMS

11.1. The Company encourages all employees, customers, contractors (of any tier),
suppliers, and other stakeholders to report any concerns about violations of our
Code of Conduct or any Applicable Law through the following reporting channels:

 Legal Contact: Reports can be made to the Enery General Counsel via email at
[email protected].

 Whistleblower Tool: Anonymous reports can be submitted through the Enery

Whistleblower Tool available at https://enery.energy/en/enery-wistleblower-
tool-en/ following the guidance therein.

The Contractor shall inform its employees, suppliers and contractors involved in the
provision of the Services about these reporting mechanisms and ensure they are
aware of their rights and responsibilities. The Contractor agrees to comply with all
Applicable Laws relating to whistleblowing and the protection of whistleblowers.

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12. MISCELLANEOUS

12.1. This Agreement and any non-contractual dispute or claims arising out of it or in
connection with it shall be governed exclusively by the laws of [Country]. Any
dispute arising out of or in connection with this Agreement, including any question
regarding its existence, validity or termination, and any dispute relating to any non-
contractual obligations arising out of this Agreement or in connection with it, shall
be submitted to the exclusive jurisdiction of the competent court in [•].

12.2. This Agreement constitute the entire agreement between the Parties relating to the
subject matter hereof and supersede all prior agreements, understandings,
negotiations, whether oral or written, of the Parties.

12.3. No amendment, supplement, modification, termination or waiver of this

Agreement shall be enforceable unless executed in writing by the Party to be bound
thereby.

12.4. The Contractor shall not assign, transfer, mortgage, charge, subcontract, delegate,
declare a trust over or deal in any other manner with any of its rights and
obligations under this Agreement.

12.5. The failure of either Party at any time to require performance by the other Party of
any provision hereof shall not affect the full right to require such performance at
any time thereafter, nor shall the waiver by either Party of any of its rights with
respect to the other Party or with respect to this Agreement or any matter or
default arising in connection with this Agreement be construed as a waiver of any
other right, matter or default. Any waiver shall be in writing signed by the waiving
Party.

12.6. If any sentence of this Agreement is held by a court of competent jurisdiction to be

prohibited or unenforceable under Applicable Law, then the remaining sentences of
this Agreement, if capable of substantial performance, shall remain in full force and
effect. To the extent permitted by Applicable Law, the Parties waive any provision
of such Law that renders any such remaining provisions of this Agreement
prohibited or unenforceable in any respect.

12.7. Nothing in this Agreement is intended to, or shall be deemed to, establish any
relationship of employer or employee between the Parties, any partnership or joint
venture between any of the Parties, constitute any Party the agent of another
Party, or authorise any Party to make or enter into any commitments for or on
behalf of any other Party.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed
and delivered as of the day and year first above written.

COMPANY

By: ______________________________

Name:

Title:

By: ______________________________

Name:

Title:

CONTRACTOR:

By: ______________________________

Name:
ANNEX 1

Services
 ANNEX 2

THE CHARGES

The Contractor shall carry out the work in accordance with the hourly rates agreed between
the parties as set out below:
 ANNEX 3

COMPANY HSE REQUIREMENTS

Contractor shall comply (and shall ensure that its personnel and the other members of
Contractor Group, including without limitation all subcontractors) and their respective
personnel comply) with the requirements stated below.

1. POLICY AND STRATEGIC OBJECTIVES

Contractor shall have a documented HSE policy which is exercised by all its personnel,
including sub-contractor personnel when performing the work for Company under the
contract (“work”).

2. GENERAL HSE REQUIREMENTS

2.1 Compliance with laws, regulations and Company requirements

Contractor shall comply with, and ensure all sub-contractors engaged by it comply with, all
applicable Health, Safety and Environmental (HSE) laws and regulations, which are
applicable to the worksite. Contractor shall also comply with the requirements in this
document and any policies, operating standards or special instructions communicated by the
Company and all other requirements stipulated in the Contract. Company shall, prior to
commencement of the works, inform the Contractor of the hazards associated with the
worksite and the applicable rules.

Company shall have the right to conduct its own HSE inspection/audit at the worksite to
ensure Contractor’s compliance herewith throughout the performance of the Contract,
including the condition and documentation of any machinery and materials used and
qualifications and competence of Contractor representatives on site. In case the Company
discovers defective or non-conforming materials and equipment, the Contractor shall, at its
own cost, immediately remove such materials and equipment from the property of the
Company.

Contractor, its employees and subcontractors, shall hold valid consents, approvals,
certificates, permits, licenses and authorisations required for performing the works under
this contract. Company reserves the right to request any documentation and/ or evidence
related to the work that is being carried out under the contract to confirm adherence to the
requirements set out herein and in the contract.

2.2 Protection of workers, Public, Environment and Assets

Contractor shall, without cost to the Company, take all necessary HSE precautions and
implement all necessary mitigation measures related to or arising out of the performance of
the contract in order to protect the work, personnel and property of the Company, the
Contractor, all subcontractors, third parties and the public from the hazards and risks
associated with the work. Contractor shall also execute the work and conduct all operations
in such a way as to minimize any impact upon the natural environment.

2.3 Right to Stop work

Company shall have the right to stop the work or suspend any work in progress if the
equipment, machinery, personnel or work conditions are, in Company´s reasonable opinion,
unsafe or not to be in compliance with any applicable rules, regulations and procedures.
Suspension of the work shall be at Contractor’s expense until Contractor has satisfactorily
rectified such defects and unsafe conditions. In the event of serious or repeated
infringements, Company shall be entitled to terminate the contract without penalty.

2.4 Maintain Equipment, Tools and Machinery in a Safe Condition

CONTRACTOR shall ensure that its, and its subcontractors, machinery, tools, equipment,
facilities and other items in any way associated with or utilized in the work are fit for use and
maintained in a safe and good working condition.

2.5 Personnel

Contractor shall ensure that all Contractor and sub-Contractor’s personnel are fully trained,
certified and competent to carry out the task of operating all machinery, equipment, and
tools.

Contractor shall also ensure that all Contractor and sub-Contractor’s personnel working at
the worksite are fit for duty and adhere to any legal medical requirements and shall prohibit
the use or possession of drugs and alcohol whilst working on the worksite. The Company
reserves the right to randomly request Contractor and sub-Contractor’s personnel
undertake alcohol and drug tests to confirm adherence to this requirement. Company
reserves the right to stop or suspend the work (as described in paragraph 2.3) in the event of
a breach of this paragraph 2.5.

Company may also direct the Contractor to remove from the worksite or from any activity
connected with the works any person engaged in connection with the works who, in the
reasonable opinion of the Company is guilty of misconduct or is incompetent or negligent; or
is considered to be carrying out any work in an unsafe or unsatisfactory manner such that
the safety of any person, property or the environment may be prejudiced. Any such person
so removed shall not be re-engaged in the work or any other work for the Company without
Company´s prior written consent. Contractor shall replace any person so removed within 24
hours. Company shall not be liable for any delays to the work due to any such removal or
delay in replacing such removed person.

2.6 Personal protective equipment

The Contractor shall ensure that all Contractor and sub-Contractor’s personnel working at
the worksite wear as a minimum hi-vis clothing, appropriate safety shoes and a hard hat and
any additional personal protective equipment (PPE) as required by the specific risk
assessment or permit to work (PTW).

Contractor shall be able to demonstrate that the PPE used in performance of the work
provides satisfactory protection in the relevant tasks. The standard of PPE must conform or
be equivalent to a recognized international standard.

2.7 Housekeeping and Waste Disposal

The Contractor shall collect, store, remove and dispose of any waste and debris resulting
from or arising out of or in connection with the performance of the works according to the
legal requirements and any additional requirements the Company may reasonably have.

Contractor shall ensure that good housekeeping of the worksite is maintained continuously
throughout the duration of the work. Due regard shall be paid to proper disposal of all types
of wastes especially hazardous/scheduled wastes, tidiness, and clear access ways and
emergency exits. As part of waste disposal activities, the Contractor and its subcontractors
shall always apply the hierarchy of waste and prioritise reuse and recycling over disposal of
waste materials and debris.

Access and egress of all exits, fire and safety equipment, and work areas shall be kept clear
of obstructions at all times. Special attention shall be given to maintaining clear walkways,
removal of slippery and tripping hazards, securing or removing of loose materials at height,
and proper storage of materials. All housekeeping costs shall be borne by Contractor.

Contractor shall implement appropriate measures to prevent or reduce the generation of

waste. Contractor shall have implemented a system for identifying, classifying, and handling
waste. Hazardous waste is to be handled in accordance with applicable laws. Waste
materials must be stored in a way such that they cannot escape owing to high wind or other
adverse weather conditions. All storage of potentially environmentally damaging fluids,
including fuels, must include provisions for spillage containment

2.8 Chemicals

Contractor shall design, execute and complete the works and shall remedy any defects in the
works without using (or incorporating into the plant or materials) any hazardous substances
except as otherwise expressly specified in the contract or expressly permitted by Company.

Contractor shall have a system which ensures and documents that all chemicals due to be
used in the work are evaluated for their health risk during transport, use, and disposal; and
that chemicals with the smallest health risk are given preference whenever this is technically
and operationally feasible. The system must also ensure that chemicals due to be used in the
work are approved by Company.

Contractor shall have a system in place which ensures and documents the evaluation of
measures to reduce discharges/ emissions to soil, water, and air. Contractor shall give
emphasis to reducing chemical usage and replacing environmentally harmful chemicals; and
include measures based on these evaluations in an environmental action plan or HSE
programme. Contractor must not use or discharge any chemicals without permission from
Company.

3. EVALUATION AND RISK MANAGEMENT

3.1 Risk Assessment

The Contractor shall before commencement of the works, undertake an assessment of the
risks associated with the works and identify, document and implement appropriate
measures to control all such risks. Contractor must continually review and update such
assessment with consideration to changing legal requirements and any other changes
relevant to the contracted works. The Contractor shall before commencement of the works,
provide details of the risk assessment and evidence of implementation of adequate risk
control measures to the Company or, where Company determines a permit to work is
suitable, complete a permit to work for the specified activity with Company`s HSE team.

Contractor shall take, and ensure its subcontractors take, appropriate preventive and
mitigation measures to prevent incidents from occurring and to minimize the consequence
of an event should it occur. Contractor shall conduct HSE inspections and audits to ensure
that such preventive and mitigation measures are in place and implemented. Contractor
shall promptly take actions on all recommendations made pursuant to the said inspections
or audits together with any inspections or audits carried out by Company.

3.2 [Environmental impact assessment and monitoring

Contractor shall have a system in place which ensures and documents the evaluation and
follow-up of the work’s environmental impact. The follow-up is to include environmental
monitoring where required. Evaluation and monitoring results are to be used systematically
to minimise the environmental impact.]

3.3 [Selection of environmentally optimal solutions

Contractor shall have a system in place that ensures and documents the selection of
environmentally optimal solutions. The environmental aspect is to be included in all
technical evaluations which involve discharges. The results of these evaluations are to be
documented in an environmental accounting system and will serve as an evaluation criterion
when selecting solutions based on cost/ benefit analyses.]

3.4 Incident Reporting and Investigation

The Contractor shall immediately inform the Company of any accident or a near-miss and
send, to the Company, the relevant details, including root causes and actions taken to
prevent re-occurrence, as soon as practicable after its occurrence and in any case no later
than one week following the accident.

The Contractor shall immediately inform the Company of any breach of legal requirements,
permits and licences or rules communicated by or agreed with the Company. Contractor
shall provide full cooperation and support to any investigation initiated by Company.

In the case of any environmental damage, arising from the Contractor's activities or the
activities of his Subcontractors, the Contractor shall remove, remedy, clean up, abate,
contain or ameliorate the presence or effects of any damage within the legal requirements
or as per the requirements of the Contract.

The Contractor shall maintain records, as required by local legislation and inform the
relevant authorities, as required.
 ANNEX 4

COMPANY CODE OF CONDUCT

1 INTRODUCTION TO THE CODE

1.1 Applicability of the Business Partner Code of Conduct

This Business Partner Code of Conduct applies to the business partners of the companies in
the Enery Group (collectively “Enery”). A business partner is defined as a third-party entity
or individual who provides and receives payment for services or goods related to any aspect
of Enery’s operation and includes consultants and subcontractors.

2 HUMAN RIGHTS
Business Partners shall not violate basic human rights of life, liberty, and security. There shall
be no inhumane treatment, including any sexual harassment, abuse, corporal punishment,
mental or physical coercion or verbal abuse of employees. Business Partners shall comply
with all applicable national and local laws and regulations in the countries in which they
operate, including but not limited to requirements related to wages, social benefits, and
working hours.

3 LABOUR STANDARDS

3.1 Forced and compulsory labor

Business Partners shall not use forced or involuntary labor, as well as ensure they are not
involved in or affiliated with human trafficking, indentured or slave labor.

3.2 Freedom of association

Business Partners shall provide employees with the right to freely associate, organize, and
bargain collectively within the legal framework of the respective country.

3.3 Child labor

Business Partners shall comply with all applicable child labor laws and only hire employees
who meet the minimum legal age requirement in the country of operation.

3.4 Discrimination and harassment

Business Partners shall comply with all applicable discrimination laws and shall not
discriminate with respect to any condition of employment based on characteristics
unrelated to competence and job performance, including but not limited to race, color,
national origin, sex, religion, age, disability, medical status, trade union membership, sexual
orientation. Additionally, Business partners shall maintain and enforce policies against
harassment on this basis.

4 HEALTH, SAFETY AND ENVIRONMENT

Business Partners shall comply with all applicable health, safety, and environmental
requirements, including relevant legislation and additional requirements imposed by Enery.
Business Partners shall manage environmental impacts associated with their activities and
the products and services provided to Enery. Business Partners shall encourage the
development and diffusion of environmentally friendly technologies.

5 ANTI-CORRUPTION
Enery requires all Business Partners to comply with applicable anti-bribery laws. Business
Partners, suppliers, service providers, and other third parties will not engage in any form of
bribery or offer any improper incentives, including money or anything of value, to Enery
employees, government officials, or any other person in connection with the Business
Partners’ relations with Enery to obtain or retain business with or for Enery.
Bribery and corruption may involve providing hospitality, accommodation, travel, meals, or
gifts with corrupt intent or under circumstances where corrupt intent may be inferred.

6 COMPLIANCE & LEGAL REQUIREMENTS

Business Partners are expected to implement and maintain appropriate systems and
controls, including policies, training, monitoring, and auditing, to promote compliance with
applicable laws (including sanctions) and the principles outlined in this Code.
Business Partners shall ensure that, having made reasonable enquiries, to the best of their
knowledge, their own suppliers, subcontractors, and other parties comply and adhere to the
principles laid down throughout this Business Partner Code.
If at any point, you, as a Business Partner suspect Enery or any of its employees are
knowingly or unknowingly violating the principles outlined in this Code and/or any other
relevant legal requirement, you shall report such (suspected) breach through the
anonymous Whistleblower tool Enery has set up with an external law firm (Whistleblowing
reporting form). For more information about the whistleblowing reporting and to access the
Whistleblowing reporting form, please visit the following link [LINK].
By signing this Code, you, as a Business Partners, represent and warrant to Enery that
neither you nor any of your controlled entities, or any director, officer of any of the
foregoing or to your knowledge, any employee, agent, affiliate or representative of the
Business Partner or any of its controlled entities, is an individual or entity (“Person”) that is,
or is owned by one or more Persons that are the subject or target of any economic or
financial sanctions imposed, administered or enforced by the U.S. government, the
European Union or any of its member states, the United Nations Security Council or the
United Kingdom. You shall inform Enery immediately if this representation and warranty
becomes inaccurate or misleading in any way.
Business Partners shall keep accurate records of all matters related to their business with
Enery and with any sub-contractors working on Enery matters and provide such records
upon request.

7 CODE VIOLATIONS AND CONSEQUENCES

Enery reserves the right to terminate and/or suspend the business relationship with the
Business Partner for any suspected violation of this Code (including the representation and
warranty contained in Paragraph 6 becoming inaccurate or misleading in any way) and to
withhold payment in respect of any amounts that would otherwise be due under the
relevant contract until such suspicion is proved to be incorrect or unfounded.
We also require our Business Partners to declare and then periodically confirm in writing, as
a condition to our continued business relationship, that you or your organization have not
(and with respect to any agent, representative, consultant or other person retained by or
paid by you in connection with our business, you have no reason to believe that any of them
has) taken any action which would expose Enery to liability under relevant Anti-Bribery Laws
and that you are acting in compliance with this Code. Enery reserves the right to appoint an
independent auditor to audit your books and records at our cost and at any time should
Enery determine that an audit is required to confirm compliance with this Code during the
engagement period and for a period of two years after the engagement period.
By signing this Code you acknowledge and agree to its terms. You also agree that the terms
of this Code shall apply to any contract or arrangement you have with Enery,
notwithstanding anything to the contrary specified in any subsequent contract with Enery,
unless such contract makes specific reference to disapplying the application of this Code (i.e.
a general reference to the contract being the entire agreement would not supersede the
application of this Code to the relevant contract).