Common use of CORRUPT GIFTS AND PAYMENTS OF COMMISSION Clause in Contracts

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 9.1 The Supplier shall not: 9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, any other public body or person employed by or on behalf of the Authority, or any other public body (each of which for the purposes of this Clause 9 shall be a "Relevant Person") any gift or consideration of any kind which could act as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to this Framework Agreement, any Call-Off Agreement or any other contract with any Relevant Person, or for showing or refraining from showing favour or disfavour to any person in relation to any such contract; 9.1.2 enter into this Framework Agreement, a Call-Off Agreement or any other agreement with any Relevant Person in connection with which commission has been paid or has been agreed to be paid by the Supplier or on its behalf, or to its knowledge, unless before the relevant agreement is entered into particulars of any such commission and of the terms and conditions of any such agreement for the payment of such commission have been disclosed in writing to the Authority; 9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916 or the Xxxxxxx Xxx 0000; or 9.1.4 defraud or attempt to defraud or conspire to defraud any Relevant Person. 9.2 The Supplier warrants, represents and undertakes to the Authority that in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1 above. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated. 9.3 If the Supplier, or any of the Supplier Staff (or any person acting on the Supplier’s behalf), breaches Clauses 9.1 or 9.2 above the Authority shall be entitled to terminate this Framework Agreement with immediate effect in accordance with Clause 27.1 (Termination on Corruption). 9.4 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against: 9.4.1 the amount of value of any such gift, consideration or commission; and 9.4.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9. 9.5 Notwithstanding Clause 43 (Dispute Resolution), any dispute relating to: 9.5.1 the interpretation of Clauses 9.1 to 9.4 inclusive; or 9.5.2 the amount or value of any gift, consideration or commission, shall be determined by the Authority and the decision shall be final and conclusive. 9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 17 does not constitute a payment of commission for the purposes of this clause 9.

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 9.1 The Supplier shall not: 9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, any other public body or person employed by or on behalf of the Authority, or any other public body (each of which for the purposes of this Clause 9 shall be a "Relevant Person") any gift or consideration of any kind which could act as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to this Framework Agreement, any Call-Off Agreement or any other contract with any Relevant Person, or for showing or refraining from showing favour or disfavour to any person in relation to any such contract; 9.1.2 enter into this Framework Agreement, a Call-Off Agreement or any other agreement with any Relevant Person in connection with which commission has been paid or has been agreed to be paid by the Supplier or on its behalf, or to its knowledge, unless before the relevant agreement is entered into particulars of any such commission and of the terms and conditions of any such agreement for the payment of such commission have been disclosed in writing to the Authority; 9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916 or the Xxxxxxx Xxx 0000; or 9.1.4 defraud or attempt to defraud or conspire to defraud any Relevant Person. 9.2 The Supplier warrants, represents and undertakes to the Authority that in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1 above. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated. 9.3 If the Supplier, or any of the Supplier Staff (or any person acting on the Supplier’s behalf), breaches Clauses 9.1 or 9.2 above the Authority shall be entitled to terminate this Framework Agreement with immediate effect in accordance with Clause 27.1 (Termination on Corruption). 9.4 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against: 9.4.1 the amount of value of any such gift, consideration or commission; and 9.4.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9. 9.5 Notwithstanding Clause 43 44 (Dispute Resolution), any dispute relating to: 9.5.1 the interpretation of Clauses 9.1 to 9.4 inclusive; or 9.5.2 the amount or value of any gift, consideration or commission, shall be determined by the Authority and the decision shall be final and conclusive. 9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 17 does not constitute a payment of commission for the purposes of this clause 9.

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 9.1 The Supplier shall not: 9.1.1 , and shall procure that no other person associated with the provision of the Services shall: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, any other public body or person employed by or on behalf of the Authority, or any other public body (each of which for the purposes of this Clause 9 28 shall be a "(“Relevant Person"”)) any gift or consideration of any kind which could act as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to this Framework Agreement, any Call-Off Agreement Customer Contract or any other contract with any Relevant Person, or for showing or refraining from showing favour or disfavour to any person in relation to any such contract; 9.1.2 ; enter into this Framework Agreement, a Call-Off Agreement Customer Contract or any other agreement with any Relevant Person in connection with which commission has been paid or has been agreed to be paid by the Supplier or on its behalf, or to its knowledge, unless before the relevant agreement is entered into particulars of any such commission and of the terms and conditions of any such agreement for the payment of such commission have been disclosed in writing to the Authority; 9.1.3 ; commit any offences under the Prevention of Corruption Acts 1889 to 1916 or the Xxxxxxx Xxx 0000; or 9.1.4 engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 6 of the Xxxxxxx Xxx 0000 if such activity, practice or conduct were carried out in the UK; do, or omit to do, any act that could cause the Authority or any Customer to be in breach of any one or more Relevant Requirement or one or more Relevant Policy; or defraud or attempt to defraud or conspire to defraud any Relevant Person. 9.2 . The Supplier shall, and shall procure that each other person associated with the provision of the Services shall: comply with all applicable laws, regulations, statutes and codes relating to anti-bribery and anti-corruption including, but not limited to, the Xxxxxxx Xxx 0000 (“Relevant Requirements”); comply with the ethics, anti-bribery and anti-corruption policies of the Authority in place from time to time (“Relevant Policies”); promptly report to the Authority any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Framework Agreement; have in place and maintain in place throughout the Term its own policies and procedures including, but not limited to, adequate procedures under the Xxxxxxx Xxx 0000 to ensure compliance with the Relevant Requirements the Relevant Policies and will enforce them where appropriate; and if requested, provide the Authority and any Customer with any reasonable assistance, at the Authority's or the Customer’s reasonable cost (as appropriate), to enable the Authority or the Customer to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with any of the Relevant Requirements or Relevant Policies. The Supplier warrants, represents and undertakes to the Authority and to Customers that in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1 above28.1 or Clause 28.2. Each time a Call-Off Agreement Customer Contract is entered into this warranty warranty, representation and undertaking shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated. 9.3 . If the Supplier, or any of the Supplier Staff (or any person acting on the Supplier’s behalf), breaches Clauses 9.1 28.1 or 9.2 above 28.2 the Authority shall be entitled to may terminate this Framework Agreement with immediate immediately by notice effect in accordance with Clause 27.1 (Termination on Corruption). 9.4 14.2. Without prejudice to its other rights and remedies under any other provision of this Clause 9, Framework Agreement: the Authority shall be entitled to recover on demand in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against: 9.4.1 the amount of value of any such gift, consideration or commission; and 9.4.2 and the Supplier shall indemnify and keep indemnified the Authority in full from and against any other loss sustained by the Authority in consequence of any breach of this Clause 9. 9.5 28: Notwithstanding Clause 43 (Dispute Resolution)16, any dispute relating to: 9.5.1 : the interpretation of Clauses 9.1 28.1 to 9.4 inclusive28.5; or 9.5.2 or the amount or value of any gift, consideration or commission, shall be determined by the Authority and the decision shall be final and conclusive. 9.6 For the avoidance of doubt, the . The Parties agree that the Management Charge Customer Commission payable in accordance with clause 17 this Framework Agreement does not constitute a payment of commission for the purposes of this clause 9Clause 28.

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 9.1 The Supplier shall not: 9.1.1 , and shall procure that no other person associated with the provision of the Services shall: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, any other public body or person employed by or on behalf of the Authority, or any other public body (each of which for the purposes of this Clause 9 28 shall be a "(“Relevant Person"”)) any gift or consideration of any kind which could act as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to this Framework Agreement, any Call-Off Agreement Customer Contract or any other contract with any Relevant Person, or for showing or refraining from showing favour or disfavour to any person in relation to any such contract; 9.1.2 ; enter into this Framework Agreement, a Call-Off Agreement Customer Contract or any other agreement with any Relevant Person in connection with which commission has been paid or has been agreed to be paid by the Supplier or on its behalf, or to its knowledge, unless before the relevant agreement is entered into particulars of any such commission and of the terms and conditions of any such agreement for the payment of such commission have been disclosed in writing to the Authority; 9.1.3 ; commit any offences under the Prevention of Corruption Acts 1889 to 1916 or the Xxxxxxx Xxx 0000; or 9.1.4 engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 6 of the Xxxxxxx Xxx 0000 if such activity, practice or conduct were carried out in the UK; do, or omit to do, any act that could cause the Authority or any Customer to be in breach of any one or more Relevant Requirement or one or more Relevant Policy; or defraud or attempt to defraud or conspire to defraud any Relevant Person. 9.2 . The Supplier shall, and shall procure that each other person associated with the provision of the Services shall: comply with all applicable laws, regulations, statutes and codes relating to anti-bribery and anti-corruption including, but not limited to, the Xxxxxxx Xxx 0000 (“Relevant Requirements”); comply with the ethics, anti-bribery and anti-corruption policies of the Authority in place from time to time (“Relevant Policies”); promptly report to the Authority any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Framework Agreement; have in place and maintain in place throughout the Term its own policies and procedures including, but not limited to, adequate procedures under the Xxxxxxx Xxx 0000 to ensure compliance with the Relevant Requirements the Relevant Policies and will enforce them where appropriate; and if requested, provide the Authority and any Customer with any reasonable assistance, at the Authority's or the Customer’s reasonable cost (as appropriate), to enable the Authority or the Customer to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with any of the Relevant Requirements or Relevant Policies. The Supplier warrants, represents and undertakes to the Authority and to Customers that in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1 above28.1 or Clause 28.2. Each time a Call-Off Agreement Customer Contract is entered into this warranty warranty, representation and undertaking shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated. 9.3 . If the Supplier, or any of the Supplier Staff (or any person acting on the Supplier’s behalf), breaches Clauses 9.1 28.1 or 9.2 above 28.2 the Authority shall be entitled to may terminate this Framework Agreement with immediate immediately by notice effect in accordance with Clause 27.1 (Termination on Corruption). 9.4 14.2. Without prejudice to its other rights and remedies under any other provision of this Clause 9, Framework Agreement: the Authority shall be entitled to recover on demand in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against: 9.4.1 the amount of value of any such gift, consideration or commission; and 9.4.2 and the Supplier shall indemnify and keep indemnified the Authority in full from and against any other loss sustained by the Authority in consequence of any breach of this Clause 9. 9.5 28: Notwithstanding Clause 43 (Dispute Resolution)16, any dispute relating to: 9.5.1 : the interpretation of Clauses 9.1 28.1 to 9.4 inclusive28.5; or 9.5.2 or the amount or value of any gift, consideration or commission, shall be determined by the Authority and the decision shall be final and conclusive. 9.6 For the avoidance of doubt, the . The Parties agree that the Management Charge Commission payable in accordance with clause 17 this Framework Agreement does not constitute a payment of commission for the purposes of this clause 9Clause 28.

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 9.1 29.1. The Supplier SERVICE PROVIDER shall not: 9.1.1 29.1.1. offer or give, give or agree to givegive any person working for, to any employeeacting for or engaged by the AUTHORITY, agent, servant or representative of the Authority, any other public body or person employed by or on behalf of the Authority, a Customer or any other public body (each of which for the purposes of this Clause 9 shall be a "Relevant Person") Crown Body any gift or consideration of any kind as (or which could act as as) an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation or failure to act connected to this Framework Agreement, any Call-Off Agreement Contract or any other contract with any Relevant Person, or for showing or refraining from showing favour or disfavour other Crown Body including its award to the SERVICE PROVIDER and any person in relation to any such contract;of the rights and obligations contained within it; or 9.1.2 29.1.2. enter into this Framework Agreement, a Call-Off Agreement any Contract or any other agreement contract with any Relevant Person other Crown Body or any person acting for and on behalf of a Customer, the AUTHORITY or any other Crown Body in connection with which commission has been paid or has been agreed to be paid to any person working for or engaged by the Supplier AUTHORITY, a Customer or any other Crown Body by him or on its his behalf, or to its his knowledge, unless before the relevant agreement (as applicable) this Framework Agreement, any Contract or other contract is entered into made particulars of any such commission and of the terms and conditions of any such agreement for the payment of such commission thereof have been disclosed in writing to (as applicable) the Authority;AUTHORITY, the Customer or any other Crown Body. 9.1.3 commit 29.2. Any breach of Clause 29.1 by the SERVICE PROVIDER or by anyone employed by him or acting on his behalf (whether with or without the knowledge of the SERVICE PROVIDER) or the commission of any offences offence by the SERVICE PROVIDER or by anyone employed by him or acting on his behalf (whether with or without the knowledge of the SERVICE PROVIDER) under the Prevention of Corruption Acts 1889 to 1916 or the Xxxxxxx Xxx 0000; or 9.1.4 defraud or attempt 1916, in relation to defraud or conspire to defraud any Relevant Person. 9.2 The Supplier warrants, represents and undertakes to the Authority that in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1 above. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated. 9.3 If the SupplierAgreement, any Contract or any of other contract with any other Crown Body shall entitle the Supplier Staff (or any person acting on the Supplier’s behalf), breaches Clauses 9.1 or 9.2 above the Authority shall be entitled AUTHORITY to terminate this Framework Agreement with immediate effect in accordance with Clause 27.1 (Termination on Corruption). 9.4 Without prejudice to its other rights 13.4.5 and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against: 9.4.1 SERVICE PROVIDER the amount of any loss resulting from such termination and/or to recover from the SERVICE PROVIDER the amount or value of any such gift, consideration or commission; and. 9.4.2 29.3. Any termination under Clause 29.2 shall be without prejudice to any other loss sustained by right or remedy which has already accrued, or subsequently accrues, to the Authority AUTHORITY. 29.4. Any dispute, difference or question arising in consequence respect of any breach the interpretation of this Clause 9. 9.5 Notwithstanding Clause 43 (Dispute Resolution)29, any dispute relating to: 9.5.1 the interpretation right of Clauses 9.1 the AUTHORITY to 9.4 inclusive; or 9.5.2 terminate this Framework Agreement or the amount or value of any such gift, consideration or commission, commission shall be determined decided by the Authority and the AUTHORITY, whose decision shall be final and conclusive. 9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 17 does not constitute a payment of commission for the purposes of this clause 9.

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 9.1 32.1 The Supplier SERVICE PROVIDER shall not: 9.1.1 32.1.1 offer or give, give or agree to givegive any person working for, to any employee, agent, servant acting for or representative of engaged by the Authority, any other public body or person employed by or on behalf of the Authority, or any other public body (each of which for the purposes of this Clause 9 shall be a "Relevant Person") CUSTOMER any gift or consideration of any kind as (or which could act as as) an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation or failure to act connected to this Framework Agreement, any Call-Off Agreement Contract or any other contract with the Customer including its award to the SERVICE PROVIDER and any Relevant Person, or for showing or refraining from showing favour or disfavour to any person in relation to any such contractof the rights and obligations contained within it; 9.1.2 enter into this Framework Agreement, a Call-Off Agreement or any other agreement with any Relevant Person in connection with which commission has been paid or has been agreed to be paid by the Supplier or on its behalf, or to its knowledge, unless before the relevant agreement is entered into particulars of any such commission and of the terms and conditions of any such agreement for the payment of such commission have been disclosed in writing to the Authority; 9.1.3 32.1.2 commit any offences under the Prevention of Corruption Acts 1889 to 1916 or and the Xxxxxxx Xxx 0000Bribery Act 2010; orand 9.1.4 defraud or attempt to defraud or conspire to defraud any Relevant Person. 9.2 The Supplier warrants, represents and undertakes to the Authority 32.1.3 warrants that in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1 above. Each time a Call-Off Agreement is entered into this warranty shall be deemed paid commission or agreed to be repeated by the Supplier with reference pay commission to the circumstances existing at the time that the warranty is deemed to be repeated. 9.3 If the SupplierCUSTOMER, or any person engaged by the CUSTOMER, acting for and on behalf of the Supplier Staff CUSTOMER . 32.2 Any breach of Clause 32.1 by the SERVICE PROVIDER or by anyone employed by him, his agent, servant, representative or anyone acting on his behalf (whether with or without the knowledge of the SERVICE PROVIDER) or the commission of any offence by the SERVICE PROVIDER or by anyone employed by him or acting on his behalf (whether with or without the knowledge of the SERVICE PROVIDER) under the Prevention of Corruption Acts 1889 to 1916 and the Bribery Act 2010, in relation to this Contract or any person acting on other contract with the Supplier’s behalf), breaches Clauses 9.1 or 9.2 above Customer shall entitle the Authority shall be entitled CUSTOMER to terminate this Framework Agreement with immediate effect Contract in accordance with Clause 27.1 (Termination on Corruption). 9.4 Without prejudice to its other rights 12.3.3 and remedies under this Clause 9, recover from the Authority shall be entitled to SERVICE PROVIDER the amount of any loss resulting from such termination and/or recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against: 9.4.1 the amount of value of any such gift, consideration or commission; and 9.4.2 SERVICE PROVIDER any other loss sustained by the Authority CUSTOMER in consequence of any breach of this those clauses.. 32.3 Any termination under Clause 9. 9.5 Notwithstanding Clause 43 (Dispute Resolution), any dispute relating to: 9.5.1 the interpretation of Clauses 9.1 to 9.4 inclusive; or 9.5.2 the amount or value of any gift, consideration or commission, 32.2 shall be determined by without prejudice to any right or remedy which has already accrued, or subsequently accrues, to the Authority and the decision shall be final and conclusiveCUSTOMER. 9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 17 does not constitute a payment of commission for the purposes of this clause 9.

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 9.1 The Supplier shall not: 9.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, any other public body or person employed by or on behalf of the Authority, or any other public body (each of which for the purposes of this Clause 9 shall be a "Relevant Person") any gift or consideration of any kind which could act as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to this Framework Agreement, any Call-Off Agreement or any other contract with any Relevant Person, or for showing or refraining from showing favour or disfavour to any person in relation to any such contract; 9.1.2 enter into this Framework Agreement, a Call-Off Agreement or any other agreement with any Relevant Person in connection with which commission has been paid or has been agreed to be paid by the Supplier or on its behalf, or to its knowledge, unless before the relevant agreement is entered into particulars of any such commission and of the terms and conditions of any such agreement for the payment of such commission have been disclosed in writing to the Authority; 9.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916 or the Xxxxxxx Xxx 0000; or 9.1.4 defraud or attempt to defraud or conspire to defraud any Relevant Person. 9.2 The Supplier warrants, warrants and represents and undertakes to the Authority that in entering into this Framework Agreement it has not breached done any of the undertakings things prohibited in Clause 9.1 above. Each time a Call-Off Agreement is entered into this warranty and representation shall be deemed to be repeated by the Supplier to the Authority and to the Contracting Body entering into the Call Off Agreement with reference to the circumstances existing at the time that the warranty is deemed to be repeated. 9.3 If In the Supplier, or event of any breach of the Supplier Staff (or any person acting on the Supplier’s behalf), breaches Clauses Clause 9.1 or of any warranty or representation given in or pursuant to clause 9.2 above the Authority shall be entitled to terminate this Framework Agreement with immediate effect in accordance with Clause 27.1 26.1 (Termination on Corruption). 9.4 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against: 9.4.1 the amount of value of any such gift, consideration or commission; and 9.4.2 any other loss sustained by the Authority in consequence of any breach of this Clause 9. 9.5 Notwithstanding Clause 43 (Dispute Resolution), any dispute relating to: 9.5.1 the interpretation of Clauses 9.1 to 9.4 inclusive; or 9.5.2 the amount or value of any gift, consideration or commission, shall be determined by the Authority and the decision shall be final and conclusive. 9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 17 does not constitute a payment of commission for the purposes of this clause 9.

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 9.1 10.1 The Supplier shall not: 9.1.1 10.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, any other public body or person employed by or on behalf of the Authority, or any other public body (each of which for the purposes of this Clause 9 10 shall be a "Relevant Person") any gift or consideration of any kind which could act as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to this Framework Agreement, any Call-Off Agreement or any other contract with any Relevant Person, or for showing or refraining from showing favour or disfavour to any person in relation to any such contract; 9.1.2 10.1.2 enter into this Framework Agreement, a Call-Off Agreement or any other agreement with any Relevant Person in connection with which commission has been paid or has been agreed to be paid by the Supplier or on its behalf, or to its knowledge, unless before the relevant agreement is entered into particulars of any such commission and of the terms and conditions of any such agreement for the payment of such commission have been disclosed in writing to the Authority; 9.1.3 10.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916 or the Xxxxxxx Xxx 00001916; or 9.1.4 10.1.4 defraud or attempt to defraud or conspire to defraud any Relevant Person. 9.2 10.2 The Supplier warrants, warrants represents and undertakes to the Authority that in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1 above10. 1. Each time a Call-Off Agreement is entered into the provisions of this warranty Clause 10.2 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated. 9.3 10.3 If the Supplier, or any of the Supplier Staff (or any person acting on the Supplier’s Supplier‟s behalf), breaches Clauses 9.1 10.1 or 9.2 above 10.2 the Authority shall be entitled to terminate this Framework Agreement with immediate effect in accordance with Clause 27.1 32.1 (Termination on Corruption). 9.4 10.4 Without prejudice to its other rights and remedies under this Clause 910, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against: 9.4.1 10.4.1 the amount of value of any such gift, consideration or commission; and 9.4.2 10.4.2 any other loss sustained by the Authority in consequence of any breach of this Clause 910. 9.5 10.5 Notwithstanding Clause 43 49 (Dispute Resolution), any dispute relating to: 9.5.1 10.5.1 the interpretation of Clauses 9.1 10.1 to 9.4 10.4 inclusive; or 9.5.2 10.5.2 the amount or value of any gift, consideration or commission, shall be determined by the Authority and the decision shall be final and conclusive. 9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 17 does not constitute a payment of commission for the purposes of this clause 9.,

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 9.1 29.1. The Supplier SERVICE PROVIDER shall not: 9.1.1 29.1.1. offer or give, give or agree to give, to give any employee, agent, servant person in Her Majesty’s Service or representative of the Authority, any other public body or person employed by or acting for and on behalf of a Customer or the Authority, or any other public body (each of which for the purposes of this Clause 9 shall be a "Relevant Person") AUTHORITY any gift or consideration of any kind which could act as an inducement or reward for doing, refraining from doingforbearing to do, or for having done or refrained from doing, forborne to do any act in relation to the obtaining or execution of this Framework Agreement, any Call-Off Agreement or Contracts or any other contract with any Relevant Person, for Her Majesty’s Service or for showing or refraining from showing favour or disfavour to any person in relation to this or any such contractother contract with Her Majesty’s Service; 9.1.2 29.1.2. enter into this Framework Agreement, a Call-Off Agreement or Contracts or any other agreement contract with Her Majesty’s Service or any Relevant Person person acting for and on behalf of a Customer or the AUTHORITY in connection with which commission has been paid or has been agreed to be paid by the Supplier him or on its his behalf, or to its his knowledge, unless before the relevant agreement this Framework Agreement and/or any Contract is entered into made particulars of any such commission and of the terms and conditions of any such agreement for the payment of such commission thereof have been disclosed in writing to the Authority;AUTHORITY. 9.1.3 commit 29.2. Any breach of Clause 29.1.1 by the SERVICE PROVIDER or by anyone employed by him or acting on his behalf (whether with or without the knowledge of the SERVICE PROVIDER) or the commission of any offences offence by the SERVICE PROVIDER or by anyone employed by him or acting on his behalf under the Prevention of Corruption Acts 1889 to 1916 or the Xxxxxxx Xxx 0000; or 9.1.4 defraud or attempt 1916, in relation to defraud or conspire to defraud any Relevant Person. 9.2 The Supplier warrants, represents and undertakes to the Authority that in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1 above. Each time a Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated. 9.3 If the Supplier, or Contract or any of other contract with Her Majesty’s Service shall entitle the Supplier Staff (or any person acting on the Supplier’s behalf), breaches Clauses 9.1 or 9.2 above the Authority shall be entitled AUTHORITY to terminate this Framework Agreement with immediate effect in accordance with Clause 27.1 (Termination on Corruption). 9.4 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against: 9.4.1 SERVICE PROVIDER the amount of any loss resulting from such termination and/or to recover from the SERVICE PROVIDER the amount or value of any such gift, consideration or commission; and. 9.4.2 any other loss sustained by 29.3. Any dispute, difference or question arising in respect of the Authority in consequence of any breach interpretation of this Clause 9. 9.5 Notwithstanding Clause 43 (Dispute Resolution)29, any dispute relating to: 9.5.1 the interpretation right of Clauses 9.1 the AUTHORITY to 9.4 inclusive; or 9.5.2 terminate this Framework Agreement or the amount or value of any such gift, consideration or commission, commission shall be determined decided by the Authority and the AUTHORITY, whose decision shall be final and conclusive. 9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 17 does not constitute a payment of commission for the purposes of this clause 9.

CORRUPT GIFTS AND PAYMENTS OF COMMISSION. 9.1 3.9.1 The Supplier Sub-Provider shall notneither: 9.1.1 (i) offer or give, give or agree to give, to give any employee, agent, servant or representative of the Authority, any other public body or person employed by or on behalf of the Authority, or any other public body (each of which for the purposes of this Clause 9 shall be a "Relevant Person") in Her Majesty's Service any gift or consideration of any kind which could act as an inducement or reward for doing, refraining from doing, doing or forbearing to do or for having done or refrained from doing, forborne to do any act in relation to the obtaining or performance of this Framework Agreement, any Callthe Prime Agreement, a Service Provision Agreement or a Service Provision Sub-Off Agreement or any other contract with any Relevant Person, agreement for Her Majesty's Service or for showing or refraining from showing forbearing to show favour or disfavour to any person in relation to any such contract; 9.1.2 enter into this Framework Agreement, a Call-Off the Prime Agreement or any other agreement with any Relevant Person contract for Her Majesty's Service; nor (ii) enter into this Agreement or a Service Provision Sub-Agreement or allow PASSL to enter into the Prime Agreement or a Service Provision Agreement if, in connection with which it, commission has been paid or has been agreed to be paid to any employee of XXXxxxxxx.xxxxxxxxx by the Supplier Sub-Provider or on its behalf, the Sub-Provider's behalf or to its the Sub-Provider's knowledge, unless before the relevant agreement is entered into date of the Prime Agreement particulars of any such commission and of the terms and conditions of any such agreement for the payment of such commission thereof have been disclosed in writing to PASSL for disclosure to XXXxxxxxx.xxxxxxxxx. 3.9.2 In the Authority; 9.1.3 commit event of any offences breach of this Clause 3.9 by the Sub-Provider or by anyone employed by the Sub-Provider or acting on the Sub-Provider's behalf (whether with or without the knowledge of the Sub-Provider) or the commission of any offence by the Sub-Provider or by anyone employed by the Sub-Provider or acting on behalf of the Sub-Provider under the Prevention of Corruption Acts 1889 to 1916 in relation to this or the Xxxxxxx Xxx 0000; or 9.1.4 defraud or attempt to defraud or conspire to defraud any Relevant Person. 9.2 The Supplier warrantsother contract with Her Majesty's Service, represents and undertakes to the Authority that in entering into this Framework Agreement it has not breached the undertakings in Clause 9.1 above. Each time a Call-Off Agreement is entered into this warranty PASSL shall be deemed entitled: (i) to be repeated by treat the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated. 9.3 If the Supplier, or any of the Supplier Staff (or any person acting on the Supplier’s behalf), breaches Clauses 9.1 or 9.2 above the Authority shall be entitled to breach as a material breach and terminate this Framework Agreement with immediate effect in accordance with Clause 27.1 14.3.1 (Termination on Corruptionfor Material Breach).; and/or 9.4 Without prejudice to its other rights and remedies under this Clause 9, the Authority shall be entitled (ii) to recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against: 9.4.1 Sub-Provider the amount of or value of any such gift, consideration or commission; andand/or 9.4.2 (iii) subject to the restrictions in this Agreement, to recover from the Sub-Provider any other loss sustained by the Authority in consequence of any breach of this Clause 9condition, whether or not this Agreement has been terminated. 9.5 Notwithstanding Clause 43 (Dispute Resolution)3.9.3 Any dispute, any dispute relating to: 9.5.1 difference or question arising in respect of the interpretation of Clauses 9.1 this Clause 3.9, the right of PASSL to 9.4 inclusive; or 9.5.2 terminate this Agreement or the amount or value of any such gift, consideration or commission, commission shall be determined decided by the Authority and the PASSL to reflect any corresponding decision by XXXxxxxxx.xxxxxxxxx, whose decision shall be final and conclusive. 9.6 For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 17 does not constitute a payment of commission for the purposes of this clause 9.