Anti-Slavery and Human Trafficking Terms
1.

Application

1.1

These Anti-Slavery and Human Trafficking Terms are incorporated into each of:(a)the terms and conditions of purchase for goods located at https://Livent.com/suppliers/(T&Cs for Goods); and(b)the terms and conditions of purchasehttps://Livent.com/suppliers/ (T&Cs for Services).

forservices

2.

Definitions

2.1

Unless otherwise defined in these Anti-Slavery and Human Trafficking Terms:

2.2

atlocatedat(a)where the T&Cs for Goods apply, any definitions used in the T&Cs for Goods shall also applyto these Anti-Slavery and Human Trafficking Terms; and/or(b)where the T&Cs for Services apply, any definitions used in the T&Cs for Services shall also
apply to these Anti-Slavery and Human Trafficking Terms.

In these Anti-Slavery and Human Trafficking Terms, the following definitions shall have thefollowing meanings:
Anti-Slavery Laws: all applicable anti-slavery and human trafficking laws, statutes, regulations,and codes from time to time in force in (and/or in any part of), the United Kingdom, the UnitedStates of America, the European Economic Area and/or in any other jurisdiction anywhere in theworld.
Anti-Slavery Policy: the Buyer’s Human Rights Policy and Modern Slavery and Human Trafficking
Policy located at https://Livent.com/sustainability/policies-and-statements/, each as amended by
notification in writing by the Buyer to the Supplier from time to time.
Goods, Services, and/or Deliverables: means:(a)where the T&Cs for Goods apply, the Goods (as defined in, or by reference to, the T&Cs forGoods), and any other goods, products and/or raw materials to be supplied by the Supplierto the Buyer under the Agreement; and/or(b)where the T&Cs for Services apply, the Services and any deliverables (as defined in, or byreference to, the T&Cs for Services), and any other services and/or deliverables to besupplied by the Supplier to the Buyer under the Agreement.

and, in each case, any raw materials, goods, products, deliverables and/or services which areincorporated in, or used in or for the production of, any of the items referred to in subparagraph(a) or subparagraph (b) of this definition.
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Slavery and Human Trafficking Report: a written report by the Supplier or a Subcontractor(whichever the context permits), setting out in detail, the steps it has taken to ensure that slavery
and human trafficking is not taking place in any of its supply chains or in any part of its business,
and which complies in full with the relevant requirements of:(a)the Modern Slavery Act 2015 (irrespective of whether such legislation applies directly tosuch written report); and(b)all other applicable Anti-Slavery Laws.

Subcontractors: means, as the context permits:(a)the Supplier’s direct subcontractors and/or suppliers; and(b)all other subcontractors and/or suppliers in the Supplier’s supply chain(s),which, at any time, perform any obligation or function under or in connection with the Agreement
or supply or produce (wholly or partly) any Goods, Services and/or Deliverables.
Supplier: means:(a)where the T&Cs for Goods apply, the Seller (as defined in, or by reference to, the T&Cs forGoods); and/or(b)where the T&Cs for Services apply, the Service Provider (as defined in, or by reference to,the T&Cs for Services).

3.

Obligations

3.1

The Seller shall:

3.2(a)

not engage any Subcontractor or permit the engagement of any Subcontractor, under or inconnection with the Agreement or for or in connection with the supply of any Goods,Services and/or Deliverables without the prior written consent from the Buyer; and(b)at the written request of the Buyer remove, or procure the removal, from the Supplier’s
supply chain(s) in relation to or in connection with any Goods, Services and/or Deliverables,
any Subcontractor which causes the Supplier to be in breach of these Anti-Slavery andHuman Trafficking Terms, or which has breached any Anti-Slavery Laws, or which the Buyer
reasonably believes does not meet the standards required by the Buyer in relation toslavery and human trafficking.

In performing its obligations under the Agreement, the Supplier shall (and shall ensure that the
Subcontractors shall):(a)comply with all the Anti-Slavery Laws, including but not limited to:(i)the Modern Slavery Act 2015; and(ii)the Uyghur Forced Labor Prevention Act and related regulations;

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not engage in any activity, practice, or conduct:

(d)

(i)

that constitutes an offence under any of sections 1, 2 or 4, of the Modern Slavery Act
2015; or(ii)that would constitute an offence under any of sections 1, 2 or 4, of the ModernSlavery Act 2015 if such activity, practice or conduct had been carried out in Englandor Wales;

not engage in any activity, practice, or conduct:(i)that constitutes an offence under any part of the Uyghur Forced Labor Prevention
Act and/or related regulations; or(ii)that would constitute an offence under any part of the Uyghur Forced LaborPrevention Act and/or related regulations if such activity, practice or conduct had
been carried out in the United States of America, or any part of the United States ofAmerica;(e)include in its, or their, contracts with Subcontractors anti-slavery and human trafficking
provisions that are at least as onerous as those set out in these Anti-Slavery and Human
Trafficking Terms including, without limitation, this sub-clause 3.2(e);(f)

promptly notify the Buyer in writing as soon as it becomes aware of any breach or suspected
breach of sub-clause 3.2(a), sub-clause 3.2(b), sub-clause 3.2(c), sub-clause 3.2(d) or subclause 3.2(e) by the Supplier and/or by any of the Subcontractors; and(g)upon the written request by the Buyer, promptly prepare, or procure the preparation of,and deliver to the Buyer, a Slavery and Human Trafficking Report. For the avoidance of
doubt, the Buyer shall be entitled to issue any such request:(i)to the Supplier, in respect of the Supplier; and/or(ii)to the Supplier, in respect of any Subcontractor; and/or(iii)

directly to a Subcontractor, in respect of that Subcontractor,

and, in each such case, it shall, be the responsibility of the Supplier to comply, and/orprocure compliance, with such request(s).
3.3

The Supplier shall promptly provide, and shall ensure that the Subcontractors shall promptly
provide, complete and accurate responses to any anti-slavery and human trafficking due diligencequestionnaire issued by the Buyer. For the avoidance of doubt, the Buyer shall be entitled to issue
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3(b)to the Supplier, in respect of any Subcontractor; and/or(c)directly to a Subcontractor, in respect of that Subcontractor,

and, in each such case, it shall, be the responsibility of the Supplier to provide, and/or procure theprovision of, such response(s).
3.4

The Supplier represents, warrants, and undertakes throughout the term of the Agreement that:(a)its responses, and the responses from the Subcontractors, to the Buyer’s anti-slavery andhuman trafficking due diligence questionnaire are, and will remain, complete and accurate;and(b)

neither the Supplier, nor any of the Subcontractors, nor any of the officers, employees, orother personnel of any of the foregoing:(i)has/have been convicted of any offence involving slavery or human trafficking
anywhere in the world; or(ii)

has/have been or is the subject of any investigation, inquiry, or enforcement
proceedings by any governmental, administrative, or regulatory body regarding any
offence or alleged offence of or in connection with slavery or human trafficking; or(iii)

has/have been or is listed by any government agency anywhere in the world as being
debarred, suspended, proposed for suspension or debarment, or otherwise ineligible
for participation in any government procurement programmes, or other government
contracts including, without limitation, any exclusion under regulation 57 of thePublic Contracts Regulations 2015 (SI 2015/102).

3.5

The Supplier shall implement and conduct its own due diligence procedures for all Subcontractors
to ensure that there is no slavery or human trafficking taking place.

3.6

The Supplier undertakes not to:

3.7

(a)

purchase any of the Goods, Services and/or Deliverables to be supplied to the Buyer, fromproducers or manufacturers using forced labour or child labour in its operations orpractices;(b)purchase, or use, in the supply of any Goods, Services and/or Deliverables to the Buyer, any
resource, raw materials or products that has been directly or indirectly sourced fromproducers or manufacturers using forced labour or child labour in its operations orpractices.

The Supplier shall:(a)maintain a complete set of records to trace the supply chain of all Goods, Services and/or
Deliverables provided to the Buyer in connection with the Agreement;

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(b)

(c)

3.8

3.9

in addition, and without prejudice to any other provision in the Agreement relating toaudit(s), and at the written request of the Buyer;(i)permit the Buyer, and/or its third-party representatives, to have access to and takecopies of any records and any other information at the Supplier’s premises and tomeet with the Supplier’s personnel to audit the Supplier’s compliance with its
obligations under these Anti-Slavery and Human Trafficking Terms; and(ii)procure that each Subcontractor shall permit the Buyer, and/or its third-party
representatives, to have access to and take copies of any records and any otherinformation at that Subcontractor’s premises, and to meet with that Subcontractor’s
personnel to audit that Subcontractor’s compliance with these Anti-Slavery and
Human Trafficking Terms;

implement annual audits of its compliance, and the Subcontractors' compliance with theAnti-Slavery Policy and the Anti-Slavery Laws, either directly or through a third-party
auditor. The first set of audits shall be completed no later than twelve (12) months following
the date of the Agreement.

The Supplier shall:(a)implement a system of training for its employees and the Subcontractors to ensurecompliance with the Anti-Slavery Policy and Anti-Slavery Laws; and(b)keep a record of all training offered and completed by its employees and the Subcontractors
to ensure compliance with the Anti-Slavery Policy and Anti-Slavery Laws and shall promptly
provide a copy of the record to the Buyer on request.

The Supplier shall indemnify the Buyer against any and all losses, liabilities, damages, costs(including but not limited to legal fees) and expenses incurred by the Buyer as a result of:(a)any breach of these Anti-Slavery and Human Trafficking Terms by the Supplier; and/or(b)any breach of the Anti-Slavery Policy and/or Anti-Slavery Laws by any Subcontractor; and/or(c)any breach of provisions equivalent to these Anti-Slavery and Human Trafficking Terms inany subcontract, by any Subcontractor;

and, for the avoidance of doubt, this clause 3.9 shall survive termination or expiry of theAgreement.
3.10

The Supplier shall provide all information and assistance as may be requested from time to timeby the Buyer in order to enable the Buyer to exercise its rights under these Anti-Slavery and
Human Trafficking Terms.

3.11

Breach of these Anti-Slavery and Human Trafficking Terms shall be deemed a material breach ofthe Agreement.

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