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Contractual Principles

When entering into contracts, CEZ Group places emphasis on protecting business secrets. With its suppliers, it enters into a socalled anticorruption clause, the wording of which is as follows.

Anticorruption Clause

  1. In providing advertising pursuant to this agreement, the Customer requires that the Supplier adhere to the highest ethical principles, including behaving in a way that is counter to corruption.
  2. To achieve this end, the parties hereby define the following term: “corruption-like behavior” shall mean the offer, promise, or delivery, as well as the demanding or acceptance, of any inappropriate advantage; further, the provision or acceptance of any reward, inappropriate gift, expression of hospitality, payment of expenses, either directly or indirectly, to a person or from a person in a position of any employee or statutory body in the private or public sector (including any person who by virtue of any position decides on behalf of or works for any company or organization in the private or public sector), for the purpose of obtaining, leaving, or directing business or securing any other advantage in entering to and/or implementing this agreement.
  3. The Supplier is obligated to ensure that entities controlled by it (as defined by Section 66a(2) of Act No. 513/1991 Sb., the Commercial Code, as amended) are governed by these anticorruption principles.
  4. The Supplier further agrees to ask all entities that, for it, are controlling entities pursuant to Section 66a(2) of Act No. 513/1991 Sb., the Commercial Code, as amended, to comply with these principles vis-à-vis the Customer.

Protection of Information

  1. The Supplier hereby pledges to protect from third parties and maintain the confidentiality of facts constituting business secrets, confidential information, and other information provided to it in the course of the contractual relationship with the Customer or in the course of day-to-day business interaction. The parties agree that confidential information means all information, materials, and documents provided by the Customer that are not ordinarily available in public sources of information (e.g. the Commercial Register).
  2. Business secrets and confidential information shall include all facts and information of a commercial, production, and/or technical nature relating to the Customer, results of research relating to the Customer that have a real or at least potential tangible or intangible value, unless they are ordinarily available in the relevant business circles or unless they are generally known facts, and provided it is the will of the Customer that they be kept secret.
  3. The obligation to protect business secrets and confidential information shall last for as long as this agreement remains in effect and thereafter, and shall end upon a unilateral termination of said obligation made in writing by the Customer. Should, in the course of business, the Customer provide the Supplier any information constituting a business secret or confidential information, the Supplier may not make it available to any third party, or use it for the benefit of any third party, use it to the detriment of the Customer, or use it for the Supplier’s own purposes in contravention of its purpose.
  4. Should it be necessary to disclose confidential information to a third party in order to meet the Supplier’s obligations hereunder, the Supplier may disclose such confidential information only with the Customer’s prior written consent and under the condition that the third party in question accepts, in writing, an obligation to refrain from disclosing, and maintain the confidentiality of, the information disclosed to it. Should the third party breach its confidentiality obligation, the Supplier shall be liable in full for any and all damages ensuing from such breach.
  5. In the event contractual sanctions and/or damages are sought, this shall not prejudice the material and penal liability of the individuals that acted on behalf of the Supplier and failed to uphold the confidentiality obligation.
  6. When this agreement terminates, the Supplier shall be obligated, at the Customer’s request and without unnecessary delay, to return to the Customer all materials necessary for its implementation, as well as any copies made, provided they contain business secrets and/or confidential information. A protocol, signed by both parties hereto, shall be drawn up concerning the hand-over and receipt.

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