Common use of Anti-Corruption, Anti-Collusion and Tax Evasion Clause in Contracts

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that it, and any Relevant Person, has not engaged and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Xxx 0000; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Xxx 0000; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement). Nothing under this clause 11.3 is intended to prevent the Supplier from discussing the terms of this Agreement and the Supplier’s pricing with its professional advisors. If the Supplier, or any Relevant Person is listed in a Screening Database for any of the reasons set out in clause 11.2 or breaches any of its obligations set out in clause 11.3, it shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 below. In the circumstances described at clause 11.3, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier; and/or require the Supplier to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier (and the Supplier shall take all such steps and shall if required provide evidence of its compliance); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.2. Without limitation to clauses 11.1, 11.2, 11.3, 11.4, 11.5, and 11.6 above, the Supplier shall ensure that all Relevant Persons involved in providing the Services or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances.

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that it, and any Relevant Person, has not engaged and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Xxx 0000Act 2017; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Xxx 0000Act 2017; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement). Nothing under this clause 11.3 is intended to prevent the Supplier from discussing the terms of this Agreement and the Supplier’s pricing with its professional advisors. If the Supplier, or any Relevant Person is listed in a Screening Database for any of the reasons set out in clause 11.2 or breaches any of its obligations set out in clause 11.3, it shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 below. In the circumstances described at clause 11.3, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier; and/or require the Supplier to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier (and the Supplier shall take all such steps and shall if required provide evidence of its compliance); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.2. Without limitation to clauses 11.1, 11.2, 11.3, 11.4, 11.5, and 11.6 above, the Supplier shall ensure that all Relevant Persons involved in providing the Services or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances.

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier Recipient undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier Recipient of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; Recipient warrants that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will at all times comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that it, and any Relevant Person, has not engaged and will not at any time engage, in any activity, practice or conduct which would constitute either. The Recipient warrants that: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Xxx 0000; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Xxx 0000; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement); and it, and any Relevant Person, has not engaged, and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45 of the Criminal Finances Act 2017; or a foreign tax evasion facilitation offence under section 46 of the Criminal Finances Act 2017. Nothing under this clause 11.3 14.3 is intended to prevent the Supplier Recipient from discussing the terms of this Agreement and with the SupplierRecipient’s pricing with its professional advisors. If The Recipient acknowledges and agrees that British Council may, at any point during the SupplierTerm and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Recipient, the Recipient’s Team nor any of the Recipient’s Team’s directors or shareholders (where applicable), is or have been listed: as an individual or entity with whom national or supranational bodies have decreed organisations should not have financial dealings; as being wanted by Interpol or any national law enforcement body in connection with crime; as being subject to regulatory action by a national or international enforcement body; as being subject to export, trade or procurement controls or (in the case of an individual) as being disqualified from being a company director; and/or as being a heightened risk individual or organisation, or (in the case of an individual) a politically exposed person, (together the “Prohibited Entities”). The Recipient warrants that it will not make payment to, transfer property to, or otherwise have dealings with, any Relevant Person is Prohibited Entity. If any of the Recipient, the Recipient’s Team or the Recipient’s Team’s directors or shareholders (where applicable) is: listed in a Screening Database for any of the reasons set out in clause 11.2 14.4, or breaches any of its obligations set out in clause 11.3clauses 14.1, it 14.2, 14.3 or 14.5; then the Recipient shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 14.7 below. In the circumstances described at clause 11.314.6.1 and/or 14.6.2, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier Recipient immediately on giving notice to the SupplierRecipient; and/or require the Supplier Recipient to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier Recipient (and the Supplier Recipient shall take all such steps and shall if required provide evidence of its compliancecompliance if required); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier Recipient shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.214.4. Without limitation to clauses 11.114.1, 11.214.2, 11.314.3, 11.414.4, 11.514.5, 14.6, 14.7 and 11.6 14.8 above, the Supplier shall Recipient shall: ensure that all Relevant Persons involved in providing the Services Project or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances; and maintain accurate and up to date records of: any requests to facilitate any UK tax evasion offence or any foreign tax evasion offence made to the Recipient or any Relevant Person in connection with the Project or with this Agreement either in the United Kingdom or elsewhere; any action taken by the Recipient or any Relevant Person to inform the relevant enforcement bodies or regulatory authorities that the Recipient or any Relevant Person has been requested to facilitate a UK tax evasion offence or a foreign tax evasion offence (except to the extent that the Recipient or any Relevant Person is prevented by law from doing so); its compliance with its obligations under this clause 14 and all training and guidance provided to Relevant Persons in respect of the obligations under this clause and applicable laws for the prevention of tax evasion; the Recipient’s monitoring of compliance by Relevant Persons with applicable policies and procedures; the measures that the Recipient has taken in response to any incidence of suspected or actual tax evasion or facilitation of tax evasion or breach of this clause 14; and maintain and provide such access to the records or information referred to in clause 14.9.2; and ensure that all Relevant Persons involved in performing services in connection with this Agreement are subject to and at all times comply with equivalent obligations to the Recipient under this clause 14.

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that it, and any Relevant Person, has not engaged and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Xxx 0000; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Xxx 0000; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement). Nothing under this clause 11.3 is intended to prevent the Supplier from discussing the terms of this Agreement and the Supplier’s pricing with its professional advisors. If the Supplier, or any Relevant Person is listed in a Screening Database for any of the reasons set out in clause 11.2 or breaches any of its obligations set out in clause 11.3, it shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 below. In the circumstances described at clause 11.3, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier; and/or require the Supplier to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier (and the Supplier shall take all such steps and shall if required provide evidence of its compliance); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.2. Without limitation to clauses 11.1, 11.2, 11.3, 11.4, 11.5, and 11.6 above, the Supplier shall ensure that all Relevant Persons involved in providing the Services or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances.:

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; warrants that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will at all times comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that . The Supplier warrants that: it, and any Relevant Person, has not engaged colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement); and it, and any Relevant Person, has not engaged, and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Xxx 0000; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Xxx 0000; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement). Nothing under this clause 11.3 15.3 is intended to prevent the Supplier from discussing the terms of this Agreement and the Supplier’s pricing with its the Supplier’s professional advisors. If The Supplier acknowledges and agrees that British Council may, at any point during the Term and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, the Supplier’s Team nor any of the Supplier’s Team’s directors or shareholders (where applicable), is or have been listed: as an individual or entity with whom national or supranational bodies have decreed organisations should not have financial dealings; as being wanted by Interpol or any Relevant Person national law enforcement body in connection with crime; as being subject to regulatory action by a national or international enforcement body; as being subject to export, trade or procurement controls or (in the case of an individual) as being disqualified from being a company director; and/or as being a heightened risk individual or organisation, or (in the case of an individual) a politically exposed person, (together the “Prohibited Entities”). The Supplier warrants that it will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity. If any of the Supplier, the Supplier’s Team or the Supplier’s Team’s directors or shareholders (where applicable) is listed in a Screening Database for any of the reasons set out in clause 11.2 15.4, or breaches any of its obligations set out in clause 11.3clauses 15.1, it 15.2, 15.3 or 15.5; then the Supplier shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 15.7 below. In the circumstances described at clause 11.315.6.1 and/or 15.6.2, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier; and/or require the Supplier to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier (and the Supplier shall take all such steps and shall if required provide evidence of its compliancecompliance if required); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.215.4. Without limitation to clauses 11.115.1, 11.215.2, 11.315.3, 11.415.4, 11.515.5, 15.6, 15.7 and 11.6 15.8 above, the Supplier shall shall: ensure that all Relevant Persons involved in providing the Services or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances; and maintain accurate and up to date records of: any requests to facilitate any UK tax evasion offence or any foreign tax evasion offence made to the Supplier or any Relevant Person in connection with the Services or with this Agreement either in the United Kingdom or elsewhere; any action taken by the Supplier or any Relevant Person to inform the relevant enforcement bodies or regulatory authorities that the Supplier or any Relevant Person has been requested to facilitate a UK tax evasion offence or a foreign tax evasion offence (except to the extent that the Supplier or any Relevant Person is prevented by law from doing so); its compliance with its obligations under this clause 15 and all training and guidance provided to Relevant Persons in respect of the obligations under this clause and applicable laws for the prevention of tax evasion; the Supplier’s monitoring of compliance by Relevant Persons with applicable policies and procedures; and the measures that the Supplier has taken in response to any incidence of suspected or actual tax evasion or facilitation of tax evasion or breach of this clause 15; maintain and provide such access to the records or information referred to in clause 15.9.2; and ensure that all Relevant Persons involved in performing services in connection with this Agreement are subject to and at all times comply with equivalent obligations to the Supplier under this clause 15.

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; warrants that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will at all times comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that it, and any Relevant Person, has not engaged and will not at any time engage, in any activity, practice or conduct which would constitute either. The Supplier warrants that: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Xxx 0000; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Xxx 0000; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement); and it, and any Relevant Person, has not engaged, and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017. Nothing under this clause 11.3 15.3 is intended to prevent the Supplier from discussing the terms of this Agreement and the Supplier’s pricing with its the Supplier’s professional advisors. If The Supplier acknowledges and agrees that British Council may, at any point during the Term and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, the Supplier’s Team nor any of the Supplier’s Team’s directors or shareholders (where applicable), is or have been listed: as an individual or entity with whom national or supranational bodies have decreed organisations should not have financial dealings; as being wanted by Interpol or any Relevant Person national law enforcement body in connection with crime; as being subject to regulatory action by a national or international enforcement body; as being subject to export, trade or procurement controls or (in the case of an individual) as being disqualified from being a company director; and/or as being a heightened risk individual or organisation, or (in the case of an individual) a politically exposed person, (together the “Prohibited Entities”). The Supplier warrants that it will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity. If any of the Supplier, the Supplier’s Team or the Supplier’s Team’s directors or shareholders (where applicable) is listed in a Screening Database for any of the reasons set out in clause 11.2 15.4, or breaches any of its obligations set out in clause 11.3clauses 15.1, it 15.2, 15.3 or 15.5; then the Supplier shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 15.7 below. In the circumstances described at clause 11.315.6.1 and/or 15.6.2, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier; and/or require the Supplier to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier (and the Supplier shall take all such steps and shall if required provide evidence of its compliancecompliance if required); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.215.4. Without limitation to clauses 11.115.1, 11.215.2, 11.315.3, 11.415.4, 11.515.5, 15.6, 15.7 and 11.6 15.8 above, the Supplier shall shall: ensure that all Relevant Persons involved in providing the Services or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances; and maintain accurate and up to date records of: any requests to facilitate any UK tax evasion offence or any foreign tax evasion offence made to the Supplier or any Relevant Person in connection with the Services or with this Agreement either in the United Kingdom or elsewhere; any action taken by the Supplier or any Relevant Person to inform the relevant enforcement bodies or regulatory authorities that the Supplier or any Relevant Person has been requested to facilitate a UK tax evasion offence or a foreign tax evasion offence (except to the extent that the Supplier or any Relevant Person is prevented by law from doing so); its compliance with its obligations under this clause 15 and all training and guidance provided to Relevant Persons in respect of the obligations under this clause and applicable laws for the prevention of tax evasion; the Supplier’s monitoring of compliance by Relevant Persons with applicable policies and procedures; and the measures that the Supplier has taken in response to any incidence of suspected or actual tax evasion or facilitation of tax evasion or breach of this clause 15; maintain and provide such access to the records or information referred to in clause 15.9.2; and ensure that all Relevant Persons involved in performing services in connection with this Agreement are subject to and at all times comply with equivalent obligations to the Supplier under this clause 15.

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; warrants that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will at all times comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that . The Supplier warrants that: it, and any Relevant Person, has not engaged colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement); and it, and any Relevant Person, has not engaged, and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Xxx 0000; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Xxx 0000; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement). Nothing under this clause 11.3 15.3 is intended to prevent the Supplier from discussing the terms of this Agreement and the Supplier’s pricing with its the Supplier’s professional advisors. If The Supplier acknowledges and agrees that BCSNPL may, at any point during the Term and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, the Supplier’s Team nor any of the Supplier’s Team’s directors or shareholders (where applicable), is or have been listed: as an individual or entity with whom national or supranational bodies have decreed organisations should not have financial dealings; as being wanted by Interpol or any Relevant Person national law enforcement body in connection with crime; as being subject to regulatory action by a national or international enforcement body; as being subject to export, trade or procurement controls or (in the case of an individual) as being disqualified from being a company director; and/or as being a heightened risk individual or organisation, or (in the case of an individual) a politically exposed person, (together the “Prohibited Entities”). The Supplier warrants that it will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity. If any of the Supplier, the Supplier’s Team or the Supplier’s Team’s directors or shareholders (where applicable) is listed in a Screening Database for any of the reasons set out in clause 11.2 15.4, or breaches any of its obligations set out in clause 11.3clauses 15.1, it 15.2, 15.3 or 15.5; then the Supplier shall promptly notify the British Council BCSNPL of any such listing(s) or breach(es) and the British Council BCSNPL shall be entitled to takes the steps set out at clause 11.5 15.7 below. In the circumstances described at clause 11.315.6.1 and/or 15.6.2, and without prejudice to any other rights or remedies which the British Council BCSNPL may have, the British Council BCSNPL may: terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier; and/or require the Supplier to take any steps the British Council BCSNPL reasonably considers necessary to manage the risk to the British Council BCSNPL of contracting with the Supplier (and the Supplier shall take all such steps and shall if required provide evidence of its compliancecompliance if required); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier shall provide the British Council BCSNPL with all information reasonably requested by the British Council BCSNPL to complete the screening searches described in clause 11.215.4. Without limitation to clauses 11.115.1, 11.215.2, 11.315.3, 11.415.4, 11.515.5, 15.6, 15.7 and 11.6 15.8 above, the Supplier shall shall: ensure that all Relevant Persons involved in providing the Services or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances; and maintain accurate and up to date records of: any requests to facilitate any UK tax evasion offence or any foreign tax evasion offence made to the Supplier or any Relevant Person in connection with the Services or with this Agreement either in the United Kingdom or elsewhere; any action taken by the Supplier or any Relevant Person to inform the relevant enforcement bodies or regulatory authorities that the Supplier or any Relevant Person has been requested to facilitate a UK tax evasion offence or a foreign tax evasion offence (except to the extent that the Supplier or any Relevant Person is prevented by law from doing so); its compliance with its obligations under this clause 15 and all training and guidance provided to Relevant Persons in respect of the obligations under this clause and applicable laws for the prevention of tax evasion; the Supplier’s monitoring of compliance by Relevant Persons with applicable policies and procedures; and the measures that the Supplier has taken in response to any incidence of suspected or actual tax evasion or facilitation of tax evasion or breach of this clause 15; maintain and provide such access to the records or information referred to in clause 15.9.2; and ensure that all Relevant Persons involved in performing services in connection with this Agreement are subject to and at all times comply with equivalent obligations to the Supplier under this clause 15.

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will comply with, with policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that it, and any Relevant Person, has not engaged and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Xxx 0000Act 2017; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Xxx 0000Act 2017; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement). Nothing under this clause 11.3 11.1 is intended to prevent the Supplier from discussing the terms of this Agreement and the Supplier’s pricing with its the Supplier’s professional advisors. If the Supplier, or any Relevant Person is listed in a Screening Database for any of the reasons set out in clause 11.2 or Person, breaches any of its obligations set out in clause 11.3, it 11.1 then the Supplier shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 11.3 below. In the circumstances described at clause 11.311.2, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier; and/or require the Supplier to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier (and the Supplier shall take all such steps and shall if required provide evidence of its compliance); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.2. Without limitation to clauses 11.1, 11.2, 11.3, 11.4, 11.5, and 11.6 above, the Supplier shall ensure that all Relevant Persons involved in providing the Services or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances.

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; warrants that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will at all times comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that . The Supplier warrants that: it, and any Relevant Person, has not engaged colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement); and it, and any Relevant Person, has not engaged, and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Xxx 0000; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Xxx 0000; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement). Nothing under this clause 11.3 25.3 is intended to prevent the Supplier from discussing the terms of this Agreement and the Supplier’s pricing with its the Supplier’s professional advisors. If The Supplier acknowledges and agrees that British Council may, at any point during the Term and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, the Supplier’s Team nor any of the Supplier’s Team’s directors or shareholders (where applicable), is or have been listed: as an individual or entity with whom national or supranational bodies have decreed organisations should not have financial dealings; as being wanted by Interpol or any Relevant Person national law enforcement body in connection with crime; as being subject to regulatory action by a national or international enforcement body; as being subject to export, trade or procurement controls or (in the case of an individual) as being disqualified from being a company director; and/or as being a heightened risk individual or organisation, or (in the case of an individual) a politically exposed person, (together the “Prohibited Entities”). The Supplier warrants that it will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity. If any of the Supplier, the Supplier’s Team or the Supplier’s Team’s directors or shareholders (where applicable) is listed in a Screening Database for any of the reasons set out in clause 11.2 25.4, or breaches any of its obligations set out in clause 11.3clauses 25.1, it 25.2, 25.3 or 25.5; then the Supplier shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 25.7 below. In the circumstances described at clause 11.325.6.1 and/or 25.6.2, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier; and/or require the Supplier to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier (and the Supplier shall take all such steps and shall if required provide evidence of its compliancecompliance if required); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.225.4. Without limitation to clauses 11.125.1, 11.225.2, 11.325.3, 11.425.4, 11.525.5, 25.6, 25.7 and 11.6 25.8 above, the Supplier shall shall: ensure that all Relevant Persons involved in providing the Services or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances; and maintain accurate and up to date records of: any requests to facilitate any UK tax evasion offence or any foreign tax evasion offence made to the Supplier or any Relevant Person in connection with the Services or with this Agreement either in the United Kingdom or elsewhere; any action taken by the Supplier or any Relevant Person to inform the relevant enforcement bodies or regulatory authorities that the Supplier or any Relevant Person has been requested to facilitate a UK tax evasion offence or a foreign tax evasion offence (except to the extent that the Supplier or any Relevant Person is prevented by law from doing so); its compliance with its obligations under this clause 25 and all training and guidance provided to Relevant Persons in respect of the obligations under this clause and applicable laws for the prevention of tax evasion; the Supplier’s monitoring of compliance by Relevant Persons with applicable policies and procedures; and the measures that the Supplier has taken in response to any incidence of suspected or actual tax evasion or facilitation of tax evasion or breach of this clause 25; maintain and provide such access to the records or information referred to in clause 25.9.2; and ensure that all Relevant Persons involved in performing services in connection with this Agreement are subject to and at all times comply with equivalent obligations to the Supplier under this clause 25.

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier Recipient undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier Recipient of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; Recipient warrants that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will at all times comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that it, and any Relevant Person, has not engaged and will not at any time engage, in any activity, practice or conduct which would constitute either. The Recipient warrants that: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Xxx 0000; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Xxx 0000; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement); and it, and any Relevant Person, has not engaged, and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45 of the Criminal Finances Xxx 0000; or a foreign tax evasion facilitation offence under section 46 of the Criminal Finances Xxx 0000. Nothing under this clause 11.3 14.3 is intended to prevent the Supplier Recipient from discussing the terms of this Agreement and with the SupplierRecipient’s pricing with its professional advisors. If The Recipient acknowledges and agrees that British Council may, at any point during the SupplierTerm and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Recipient, the Recipient’s Team nor any of the Recipient’s Team’s directors or shareholders (where applicable), is or have been listed: as an individual or entity with whom national or supranational bodies have decreed organisations should not have financial dealings; as being wanted by Interpol or any national law enforcement body in connection with crime; as being subject to regulatory action by a national or international enforcement body; as being subject to export, trade or procurement controls or (in the case of an individual) as being disqualified from being a company director; and/or as being a heightened risk individual or organisation, or (in the case of an individual) a politically exposed person, (together the “Prohibited Entities”). The Recipient warrants that it will not make payment to, transfer property to, or otherwise have dealings with, any Relevant Person is Prohibited Entity. If any of the Recipient, the Recipient’s Team or the Recipient’s Team’s directors or shareholders (where applicable) is: listed in a Screening Database for any of the reasons set out in clause 11.2 14.4, or breaches any of its obligations set out in clause 11.3clauses 14.1, it 14.2, 14.3 or 14.5; then the Recipient shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 14.7 below. In the circumstances described at clause 11.314.6.1 and/or 14.6.2, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier Recipient immediately on giving notice to the SupplierRecipient; and/or require the Supplier Recipient to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier Recipient (and the Supplier Recipient shall take all such steps and shall if required provide evidence of its compliancecompliance if required); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier Recipient shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.214.4. Without limitation to clauses 11.114.1, 11.214.2, 11.314.3, 11.414.4, 11.514.5, 14.6, 14.7 and 11.6 14.8 above, the Supplier shall Recipient shall: ensure that all Relevant Persons involved in providing the Services Project or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances; and maintain accurate and up to date records of: any requests to facilitate any UK tax evasion offence or any foreign tax evasion offence made to the Recipient or any Relevant Person in connection with the Project or with this Agreement either in the United Kingdom or elsewhere; any action taken by the Recipient or any Relevant Person to inform the relevant enforcement bodies or regulatory authorities that the Recipient or any Relevant Person has been requested to facilitate a UK tax evasion offence or a foreign tax evasion offence (except to the extent that the Recipient or any Relevant Person is prevented by law from doing so); its compliance with its obligations under this clause 14 and all training and guidance provided to Relevant Persons in respect of the obligations under this clause and applicable laws for the prevention of tax evasion; the Recipient’s monitoring of compliance by Relevant Persons with applicable policies and procedures; the measures that the Recipient has taken in response to any incidence of suspected or actual tax evasion or facilitation of tax evasion or breach of this clause 14; and maintain and provide such access to the records or information referred to in clause 14.9.2; and ensure that all Relevant Persons involved in performing services in connection with this Agreement are subject to and at all times comply with equivalent obligations to the Recipient under this clause 14.

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will comply with, with policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that it, and any Relevant Person, has not engaged and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Xxx 0000; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Xxx 0000; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement). Nothing under this clause 11.3 11.1 is intended to prevent the Supplier from discussing the terms of this Agreement and the Supplier’s pricing with its the Supplier’s professional advisors. If the Supplier, or any Relevant Person is listed in a Screening Database for any of the reasons set out in clause 11.2 or Person, breaches any of its obligations set out in clause 11.3, it 11.1 then the Supplier shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 11.3 below. In the circumstances described at clause 11.311.2, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier; and/or require the Supplier to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier (and the Supplier shall take all such steps and shall if required provide evidence of its compliance); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.2. Without limitation to clauses 11.1, 11.2, 11.3, 11.4, 11.5, and 11.6 above, the Supplier shall ensure that all Relevant Persons involved in providing the Services or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances.

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that it, and any Relevant Person, has not engaged and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45(1) 45 of the Criminal Finances Xxx 0000Act 2017; or a foreign tax evasion facilitation offence under section 46(1) 46 of the Criminal Finances Xxx 0000Act 2017; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement). Nothing under this clause 11.3 is intended to prevent the Supplier from discussing the terms of this Agreement and the Supplier’s pricing with its professional advisors. If the Supplier, or any Relevant Person is listed in a Screening Database for any of the reasons set out in clause 11.2 or breaches any of its obligations set out in clause 11.3, it shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 below. In the circumstances described at clause 11.311.4, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier; and/or require the Supplier to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier (and the Supplier shall take all such steps and shall if required provide evidence of its compliance); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.2. Without limitation to clauses 11.1, 11.2, 11.3, 11.4, 11.5, 11.5 and 11.6 above, the Supplier shall ensure that all Relevant Persons involved in providing the Services or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances.

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; warrants that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will at all times comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that it, and any Relevant Person, has not engaged and will not at any time engage, in any activity, practice or conduct which would constitute either. The Supplier warrants that: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Xxx 0000; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Xxx 0000; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement); and it, and any Relevant Person, has not engaged, and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017. Nothing under this clause 11.3 15.3 is intended to prevent the Supplier from discussing the terms of this Agreement and the Supplier’s pricing with its the Supplier’s professional advisors. If The Supplier acknowledges and agrees that British Council may, at any point during the Term and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, the Supplier’s Team nor any of the Supplier’s Team’s directors or shareholders (where applicable), is or have been listed: as an individual or entity with whom national or supranational bodies have decreed organisations should not have financial dealings; as being wanted by Interpol or any Relevant Person national law enforcement body in connection with crime; as being subject to regulatory action by a national or international enforcement body; as being subject to export, trade or procurement controls or (in the case of an individual) as being disqualified from being a company director; and/or as being a heightened risk individual or organisation, or (in the case of an individual) a politically exposed person, (together the “Prohibited Entities”). The Supplier warrants that it will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity. If any of the Supplier, the Supplier’s Team or the Supplier’s Team’s directors or shareholders (where applicable) is listed in a Screening Database for any of the reasons set out in clause 11.2 15.4, or breaches any of its obligations set out in clause 11.3clauses 15.1, it 15.2, 15.3 or 15.5; then the Supplier shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 15.7 below. In the circumstances described at clause 11.315.6.1 and/or 15.6.2, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier; and/or require the Supplier to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier (and the Supplier shall take all such steps and shall if required provide evidence of its compliancecompliance if required); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.215.4. Without limitation to clauses 11.115.1, 11.215.2, 11.315.3, 11.415.4, 11.515.5, 15.6, 15.7 and 11.6 15.8 above, the Supplier shall shall: ensure that all Relevant Persons involved in providing the Services or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances; and maintain accurate and up to date records of: any requests to facilitate any UK tax evasion offence or any foreign tax evasion offence made to the Supplier or any Relevant Person in connection with the Services or with this Agreement either in the United Kingdom or elsewhere; any action taken by the Supplier or any Relevant Person to inform the relevant enforcement bodies or regulatory authorities that the Supplier or any Relevant Person has been requested to facilitate a UK tax evasion offence or a foreign tax evasion offence (except to the extent that the Supplier or any Relevant Person is prevented by law from doing so); its compliance with its obligations under this clause 15 and all training and guidance provided to Relevant Persons in respect of the obligations under this clause and applicable laws for the prevention of tax evasion; the Supplier’s monitoring of compliance by Relevant Persons with applicable policies and procedures; the measures that the Supplier has taken in response to any incidence of suspected or actual tax evasion or facilitation of tax evasion or breach of this clause 15; and maintain and provide such access to the records or information referred to in clause 15.9.2; and ensure that all Relevant Persons involved in performing services in connection with this Agreement are subject to and at all times comply with equivalent obligations to the Supplier under this clause 15.

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that it, and any Relevant Person, has not engaged and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45(1) 45 of the Criminal Finances Xxx 0000; or a foreign tax evasion facilitation offence under section 46(1) 46 of the Criminal Finances Xxx 0000; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement). Nothing under this clause 11.3 is intended to prevent the Supplier from discussing the terms of this Agreement and the Supplier’s pricing with its professional advisors. If the Supplier, or any Relevant Person is listed in a Screening Database for any of the reasons set out in clause 11.2 or breaches any of its obligations set out in clause 11.3, it shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 below. In the circumstances described at clause 11.3, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier; and/or require the Supplier to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier (and the Supplier shall take all such steps and shall if required provide evidence of its compliance); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.2. Without limitation to clauses 11.1, 11.2, 11.3, 11.4, 11.5, 11.5 and 11.6 above, the Supplier shall ensure that all Relevant Persons involved in providing the Services or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances.

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; warrants that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will at all times comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that it, and any Relevant Person, has not engaged and will not at any time engage, in any activity, practice or conduct which would constitute either. The Supplier warrants that: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Xxx 0000; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Xxx 0000; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement); and it, and any Relevant Person, has not engaged, and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45 of the Criminal Finances Act 2017; or a foreign tax evasion facilitation offence under section 46 of the Criminal Finances Act 2017. Nothing under this clause 11.3 15.3 is intended to prevent the Supplier from discussing the terms of this Agreement and the Supplier’s pricing with its the Supplier’s professional advisors. If The Supplier acknowledges and agrees that British Council may, at any point during the Term and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, the Supplier’s Team nor any of the Supplier’s Team’s directors or shareholders (where applicable), is or have been listed: as an individual or entity with whom national or supranational bodies have decreed organisations should not have financial dealings; as being wanted by Interpol or any Relevant Person national law enforcement body in connection with crime; as being subject to regulatory action by a national or international enforcement body; as being subject to export, trade or procurement controls or (in the case of an individual) as being disqualified from being a company director; and/or as being a heightened risk individual or organisation, or (in the case of an individual) a politically exposed person, (together the “Prohibited Entities”). The Supplier warrants that it will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity. If any of the Supplier, the Supplier’s Team or the Supplier’s Team’s directors or shareholders (where applicable) is listed in a Screening Database for any of the reasons set out in clause 11.2 15.4, or breaches any of its obligations set out in clause 11.3clauses 15.1, it 15.2, 15.3 or 15.5; then the Supplier shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 15.7 below. In the circumstances described at clause 11.315.6.1 and/or 15.6.2, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier; and/or require the Supplier to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier (and the Supplier shall take all such steps and shall if required provide evidence of its compliancecompliance if required); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.215.4. Without limitation to clauses 11.115.1, 11.215.2, 11.315.3, 11.415.4, 11.515.5, 15.6, 15.7 and 11.6 15.8 above, the Supplier shall shall: ensure that all Relevant Persons involved in providing the Services or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances; and maintain accurate and up to date records of: any requests to facilitate any UK tax evasion offence or any foreign tax evasion offence made to the Supplier or any Relevant Person in connection with the Services or with this Agreement either in the United Kingdom or elsewhere; any action taken by the Supplier or any Relevant Person to inform the relevant enforcement bodies or regulatory authorities that the Supplier or any Relevant Person has been requested to facilitate a UK tax evasion offence or a foreign tax evasion offence (except to the extent that the Supplier or any Relevant Person is prevented by law from doing so); its compliance with its obligations under this clause 15 and all training and guidance provided to Relevant Persons in respect of the obligations under this clause and applicable laws for the prevention of tax evasion; the Supplier’s monitoring of compliance by Relevant Persons with applicable policies and procedures; and the measures that the Supplier has taken in response to any incidence of suspected or actual tax evasion or facilitation of tax evasion or breach of this clause 15; maintain and provide such access to the records or information referred to in clause 15.9.2; and ensure that all Relevant Persons involved in performing services in connection with this Agreement are subject to and at all times comply with equivalent obligations to the Supplier under this clause 15.

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier Recipient undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier Recipient of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; Recipient warrants that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will at all times comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that . The Recipient warrants that: it, and any Relevant Person, has not engaged colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement); and it, and any Relevant Person, has not engaged, and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Xxx 0000; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Xxx 0000; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement). Nothing under this clause 11.3 14.3 is intended to prevent the Supplier Recipient from discussing the terms of this Agreement and with the SupplierRecipient’s pricing with its professional advisors. If The Recipient acknowledges and agrees that British Council may, at any point during the SupplierTerm and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Recipient, the Recipient’s Team nor any of the Recipient’s Team’s directors or shareholders (where applicable), is or have been listed: as an individual or entity with whom national or supranational bodies have decreed organisations should not have financial dealings; as being wanted by Interpol or any national law enforcement body in connection with crime; as being subject to regulatory action by a national or international enforcement body; as being subject to export, trade or procurement controls or (in the case of an individual) as being disqualified from being a company director; and/or as being a heightened risk individual or organisation, or (in the case of an individual) a politically exposed person, (together the “Prohibited Entities”). The Recipient warrants that it will not make payment to, transfer property to, or otherwise have dealings with, any Relevant Person is Prohibited Entity. If any of the Recipient, the Recipient’s Team or the Recipient’s Team’s directors or shareholders (where applicable) is: listed in a Screening Database for any of the reasons set out in clause 11.2 14.4, or breaches any of its obligations set out in clause 11.3clauses 14.1, it 14.2, 14.3 or 14.5; then the Recipient shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 14.7 below. In the circumstances described at clause 11.314.6.1 and/or 14.6.2, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier Recipient immediately on giving notice to the SupplierRecipient; and/or require the Supplier Recipient to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier Recipient (and the Supplier Recipient shall take all such steps and shall if required provide evidence of its compliancecompliance if required); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier Recipient shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.214.4. Without limitation to clauses 11.114.1, 11.214.2, 11.314.3, 11.414.4, 11.514.5, 14.6, 14.7 and 11.6 14.8 above, the Supplier shall Recipient shall: ensure that all Relevant Persons involved in providing the Services Project or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances; and maintain accurate and up to date records of: any requests to facilitate any UK tax evasion offence or any foreign tax evasion offence made to the Recipient or any Relevant Person in connection with the Project or with this Agreement either in the United Kingdom or elsewhere; any action taken by the Recipient or any Relevant Person to inform the relevant enforcement bodies or regulatory authorities that the Recipient or any Relevant Person has been requested to facilitate a UK tax evasion offence or a foreign tax evasion offence (except to the extent that the Recipient or any Relevant Person is prevented by law from doing so); its compliance with its obligations under this clause 14 and all training and guidance provided to Relevant Persons in respect of the obligations under this clause and applicable laws for the prevention of tax evasion; the Recipient’s monitoring of compliance by Relevant Persons with applicable policies and procedures; the measures that the Recipient has taken in response to any incidence of suspected or actual tax evasion or facilitation of tax evasion or breach of this clause 14; and maintain and provide such access to the records or information referred to in clause 14.9.2; and ensure that all Relevant Persons involved in performing services in connection with this Agreement are subject to and at all times comply with equivalent obligations to the Recipient under this clause 14.

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier of its obligations under this Agreement. The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that it, and any Relevant Person, has not engaged and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45(1) 45 of the Criminal Finances Xxx 0000; or a foreign tax evasion facilitation offence under section 46(1) 46 of the Criminal Finances Xxx 0000; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement). Nothing under this clause 11.3 is intended to prevent the Supplier from discussing the terms of this Agreement and the Supplier’s pricing with its professional advisors. If the Supplier, or any Relevant Person is listed in a Screening Database for any of the reasons set out in clause 11.2 or breaches any of its obligations set out in clause 11.3, it shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 below. In the circumstances described at clause 11.311.4, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier; and/or require the Supplier to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier (and the Supplier shall take all such steps and shall if required provide evidence of its compliance); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.2. Without limitation to clauses 11.1, 11.2, 11.3, 11.4, 11.5, 11.5 and 11.6 above, the Supplier shall ensure that all Relevant Persons involved in providing the Services or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances.

Anti-Corruption, Anti-Collusion and Tax Evasion. The Supplier Recipient undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier Recipient of its obligations under this Agreement. The Supplier Recipient acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the SupplierRecipient, any Relevant Person, nor the SupplierRecipient’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”). The Supplier Recipient warrants: that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity; that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and that it, and any Relevant Person, has not engaged and will not at any time engage, in any activity, practice or conduct which would constitute either: a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Xxx 0000Act 2017; or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Xxx 0000Act 2017; and that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement). Nothing under this clause 11.3 9.3 is intended to prevent the Supplier Recipient from discussing the terms of this Agreement and the Supplier’s pricing with its professional advisors. If the SupplierRecipient, or any Relevant Person is listed in a Screening Database for any of the reasons set out in clause 11.2 9.2 or breaches any of its obligations set out in clause 11.39.3, it shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 9.5 below. In the circumstances described at clause 11.39.3, and without prejudice to any other rights or remedies which the British Council may have, the British Council may: terminate this Agreement without liability to the Supplier Recipient immediately on giving notice to the SupplierRecipient; and/or require the Supplier Recipient to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier Recipient (and the Supplier Recipient shall take all such steps and shall if required provide evidence of its compliance); and/or reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or share such information with third parties. The Supplier Recipient shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.29.2. Without limitation to clauses 11.19.1, 11.29.2, 11.39.3, 11.49.4, 11.59.5, and 11.6 9.6 above, the Supplier Recipient shall ensure that all Relevant Persons involved in providing the Services Project or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances.