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Contract Clauses for Solicitation 47QSMD20R0001 Refresh Number 19 Contract Number: GS -07F -0031W 52.203-13 Contractor Code of Business Ethics and Conduct (NOV 2021) (a) Definitions. As used in this clause — Agent means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization. Full cooperation - (1) Means disclosure to the Government of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Government auditors' and investigators' request for documents and access to employees with information; (2) Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not require — (i) A Contractor to waive its attomey-client privilege or the protections afforded by the attorney work product doctrine; or (ii) Any officer, director, owner, or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and (3) Does not restrict a Contractor from - (i) Conducting an internal investigation; or (ii) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation. Principal means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions). Subcontract means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. Subcontractor means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor. United States means the 50 States, the District of Columbia, and outlying areas. (b) Code of business ethics and conduct. (1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall - (i) Have a written code of business ethics and conduct; (ii) Make a copy of the code available to each employee engaged in performance of the contract. (2) The Contractor shall - (i) Exercise due diligence to prevent and detect criminal conduct; and (ii) Otherwise promote an organizational culture that encourages ethical conduct and a Page: 109 of 216 196