Common use of Media and Official Enquiries Clause in Contracts

Media and Official Enquiries. The Supplier shall not, and shall procure that its Sub-Contractors shall not, make any press announcements or publicise the Contract in any way without the Customer’s prior written approval and shall take reasonable steps to ensure that the Supplier’s Staff and professional advisors comply with this Clause 10. Any such press announcements or publicity proposed under this Clause 10 shall remain subject to the rights relating to Confidential Information and Commercially Sensitive Information, Subject to the rights in relation to Confidential Information and Commercially Sensitive Information, the Customer shall be entitled to publicise the Contract in accordance with any legal obligation upon the Customer including any examination of the Contract by the Auditors. The Supplier shall not do anything or permit to cause anything to be done, which may damage the reputation of the Customer or bring the Customer into disrepute. PREVENTION OF BRIBERY AND CORRUPTION The Supplier shall not: offer or give, or agree to give, to any employee, agent, servant or representative of the Customer, any Contracting Body or any other public body or any person employed by or on behalf of the Customer any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to the Contract; or engage in, and shall procure that all the Supplier’s Staff or any person acting on the Supplier's behalf shall not commit, in connection with the Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti-corruption. The Supplier warrants, represents and undertakes that it has not: paid commission or agreed to pay commission to the Customer, any Contracting Body or any other public body or any person employed by or on behalf of the Customer in connection with the Contract; and entered into the Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Customer or any other public body or any person employed by or on behalf of the Customer in connection with the Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of the Contract. The Supplier shall: in relation to the Contract, act in accordance with the Ministry of Justice Guidance; immediately notify the Customer if it suspects or becomes aware of any breach of this Clause 11; respond promptly to any of the Customer’s enquiries regarding any breach, potential breach or suspected breach of this Clause 11 and the Supplier shall co-operate with any investigation and allow the Customer to audit Supplier’s books, records and any other relevant documentation in connection with the breach; if so required by the Customer, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Customer in writing of the compliance with this Clause 11 by the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Services in connection with the Contract. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; and have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent the Supplier and any of the Supplier’s Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, any member of the Supplier’s Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches: this Clause 11; or the Bribery Act 2010 in relation to the Contract or any other contract with the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract, the Customer shall be entitled to terminate the Contract by written notice with immediate effect. Without prejudice to its other rights and remedies under this Clause 11, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer in full from and against: the amount of value of any such gift, consideration or commission; and any other loss sustained by the Customer in consequence of any breach of this Clause 11. NON-DISCRIMINATION The Supplier shall not unlawfully discriminate within the meaning and scope of any Law, enactment, order or regulation relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise). The Supplier shall take all reasonable steps to secure the observance of Clause 12.1 by all the Supplier’s Staff employed in the execution of the Contract. PREVENTION OF FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by the Supplier and any member of the Supplier’s Staff. The Supplier shall notify the Customer immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur save where complying with this provision would cause the Supplier or any member of the Supplier’s Staff to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If: the Supplier breaches any of its obligations under Clause 13.1 and Clause 13.2; or the Supplier or any member of the Supplier’s Staff commits any Fraud in relation to the Contract or any other contract with the Customer or any other person, the Customer may recover in full from the Supplier and the Supplier shall on demand indemnify the Customer in full against any and all losses sustained by the Customer in consequence of the relevant breach or commission of Fraud, including the cost reasonably incurred by the Customer of making other arrangements for the supply of the Contract Services and any additional expenditure incurred by the Customer in relation thereto. TRANSFER AND SUB-CONTRACTING The Supplier shall not assign, novate, enter into a Sub-Contract in respect of, or in any other way dispose of, the Contract or any part of it without the Customer’s prior written consent. The Customer has consented to the engagement of any Sub-Contractors specifically identified in the Letter of Appointment. The Supplier shall be responsible for all acts and omissions of its Sub-Contractors and those employed or engaged by the Sub-Contractors as though they are its own. The Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to: any other Contracting Body; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Customer; or any private sector body which substantially performs the functions of the Customer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier's obligations under the Contract. Any change in the legal status of the Customer such that it ceases to be a Contracting Body shall not, subject to Clause 14.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Customer. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 14.3 to a body which is not a Contracting Body or if there is a change in the legal status of the Customer such that it ceases to be a Contracting Body (in the remainder of this Clause any such body being referred to as a "Transferee"): the rights of termination of the Customer in Clause 8 shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. The Customer may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier's obligations under the Contract. In such circumstances the Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. For the purposes of Clause 14.5 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

Appears in 3 contracts

Samples: Form of Agreement, data.gov.uk, data.gov.uk

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Media and Official Enquiries. The Supplier shall not, and shall procure that its Sub-Contractors shall not, not make any press announcements or publicise the Contract in any way without the Customer’s prior written approval Approval and shall take reasonable steps to ensure that the Supplier’s Staff and its servants, agents, employees, sub-contractors, suppliers, professional advisors and consultants comply with this Clause 10clause 25. Any such press announcements or publicity proposed under this Clause 10 clause 25.1 shall remain subject to the rights relating to Confidential Information and Commercially Sensitive Information, Subject to the rights in relation to Confidential Information and Commercially Sensitive Information, the Customer shall be entitled to publicise the Contract in accordance with any legal obligation upon the Customer Customer, including any examination of the Contract by the AuditorsAuditor. The Supplier shall not do anything or permit to cause anything to be done, which may damage the reputation of the Customer or bring the Customer into disrepute. PREVENTION OF BRIBERY AND CORRUPTION The Supplier shall not: offer , without the agreement of Customer use, disclose or give, or agree to give, to any employee, agent, servant or representative of the Customer, any Contracting Body or any other public body or permit any person employed by or on behalf of organisation to use or disclose the Results or Confidential Information for any thesis, degree, research or other educational purpose. Any such use or disclosure may only be made subject to such terms as the Customer any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to the Contract; or engage in, and shall procure that all the Supplier’s Staff or any person acting on the Supplier's behalf shall not commit, in connection with the Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti-corruptionrequire. The Supplier warrantsshall not publish any other information related to the Contract without agreeing the text to be published, represents and undertakes the publication or transmission service in or on which it is to appear with Customer. Such agreement shall not be unreasonably withheld. Any agreed publication shall contain an acknowledgement that it has not: paid commission or agreed to pay commission the Services were carried out under contract to the Customer, any Contracting Body or any other public body or any person employed by or on behalf of the Customer in connection and is published with the Contract; and entered into the Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged Customer's agreement. Any publication by the Customer or any other public body or any person employed by or on behalf of Supplier shall be entirely at the Customer in connection with the Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of the Contract. The Supplier shall: in relation to the Contract, act in accordance with the Ministry of Justice Guidance; immediately notify the Customer if it suspects or becomes aware of any breach of this Clause 11; respond promptly to any of the Customer’s enquiries regarding any breach, potential breach or suspected breach of this Clause 11 Supplier's own cost and the Supplier shall co-operate with any investigation and allow shall, within ten days of publication, supply the Customer to audit Supplier’s books, records and any other relevant documentation in connection free of charge with the breach; if so required by the Customer, within twenty (20) Working Days a reasonable number of the commencement date of the Contract, and annually thereafter, certify to the Customer in writing of the compliance with this Clause 11 by the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Services in connection with the Contract. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; and have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent the Supplier and any of the Supplier’s Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, any member of the Supplier’s Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches: this Clause 11; or the Bribery Act 2010 in relation to the Contract or any other contract with the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract, the Customer shall be entitled to terminate the Contract by written notice with immediate effect. Without prejudice to its other rights and remedies under this Clause 11, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer in full from and against: the amount of value copies of any such gift, consideration or commission; and any other loss sustained by the Customer in consequence of any breach of this Clause 11. NON-DISCRIMINATION The Supplier shall not unlawfully discriminate within the meaning and scope of any Law, enactment, order or regulation relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise). The Supplier shall take all reasonable steps to secure the observance of Clause 12.1 by all the Supplier’s Staff employed in the execution of the Contract. PREVENTION OF FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by the Supplier and any member of the Supplier’s Staff. The Supplier shall notify the Customer immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur save where complying with this provision would cause the Supplier or any member of the Supplier’s Staff to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If: the Supplier breaches any of its obligations under Clause 13.1 and Clause 13.2; or the Supplier or any member of the Supplier’s Staff commits any Fraud in relation to the Contract or any other contract with the Customer or any other person, the Customer may recover in full from the Supplier and the Supplier shall on demand indemnify the Customer in full against any and all losses sustained by the Customer in consequence of the relevant breach or commission of Fraud, including the cost reasonably incurred by the Customer of making other arrangements for the supply of the Contract Services and any additional expenditure incurred by the Customer in relation thereto. TRANSFER AND SUB-CONTRACTING The Supplier shall not assign, novate, enter into a Sub-Contract in respect of, or in any other way dispose of, the Contract or any part of it without the Customer’s prior written consent. The Customer has consented to the engagement of any Sub-Contractors specifically identified in the Letter of Appointment. The Supplier shall be responsible for all acts and omissions of its Sub-Contractors and those employed or engaged by the Sub-Contractors as though they are its own. The Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to: any other Contracting Body; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Customer; or any private sector body which substantially performs the functions of the Customer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier's obligations under the Contract. Any change in the legal status of the Customer such that it ceases to be a Contracting Body shall not, subject to Clause 14.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Customer. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 14.3 to a body which is not a Contracting Body or if there is a change in the legal status of the Customer such that it ceases to be a Contracting Body (in the remainder of this Clause any such body being referred to as a "Transferee"): the rights of termination of the Customer in Clause 8 shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Supplier. The Customer may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier's obligations under the Contract. In such circumstances the Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Supplier's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. For the purposes of Clause 14.5 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contractpublication.

Appears in 1 contract

Samples: ''

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Media and Official Enquiries. The Supplier Solicitor shall not, and shall procure that its Sub-Contractors shall not, make any press announcements or publicise the Contract in any way without the CustomerClient’s prior written approval and shall take reasonable steps to ensure that the SupplierSolicitor’s Staff and professional advisors comply with this Clause 10. Any such press announcements or publicity proposed under this Clause 10 shall remain subject to the rights relating to Confidential Information and Commercially Sensitive Information, . Subject to the rights in relation to Confidential Information and Commercially Sensitive Information, the Customer Client shall be entitled to publicise the Contract in accordance with any legal obligation upon the Customer Client including any examination of the Contract by the Auditors. The Supplier Solicitor shall not do anything or permit to cause anything to be done, which may damage the reputation of the Customer Client or bring the Customer Client into disrepute. PREVENTION OF BRIBERY AND CORRUPTION The Supplier Solicitor shall not: offer or give, or agree to give, to any employee, agent, servant or representative of the CustomerClient, any Contracting Body or any other public body or any person employed by or on behalf of the Customer Client any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to the Contract; or engage in, and shall procure that all the SupplierSolicitor’s Staff or any person acting on the SupplierSolicitor's behalf shall not commit, in connection with the Contract, a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti-corruption. The Supplier Solicitor warrants, represents and undertakes that it has not: paid commission or agreed to pay commission to the CustomerClient, any Contracting Body or any other public body or any person employed by or on behalf of the Customer Client in connection with the Contract; and entered into the Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Customer Client or any other public body or any person employed by or on behalf of the Customer Client in connection with the Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer Client and the Authority before execution of the Contract. The Supplier Solicitor shall: in relation to the Contract, act in accordance with the Ministry of Justice Guidance; immediately notify the Customer Client if it suspects or becomes aware of any breach of this Clause 11; respond promptly to any of the CustomerClient’s enquiries regarding any breach, potential breach or suspected breach of this Clause 11 and the Supplier Solicitor shall co-operate with any investigation and allow the Customer Client to audit SupplierSolicitor’s books, records and any other relevant documentation in connection with the breach; if so required by the CustomerClient, within twenty (20) Working Days of the commencement date of the Contract, and annually thereafter, certify to the Customer Client in writing of the compliance with this Clause 11 by the Supplier Solicitor and all persons associated with it or its Sub-Contractors or other persons who are supplying the Services in connection with the Contract. The Supplier Solicitor shall provide such supporting evidence of compliance as the Customer Client may reasonably request; and have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer Client on request) to prevent the Supplier Solicitor and any of the SupplierSolicitor’s Staff or any person acting on the SupplierSolicitor's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the SupplierSolicitor, any member of the SupplierSolicitor’s Staff or any person acting on the SupplierSolicitor's behalf, in all cases whether or not acting with the SupplierSolicitor's knowledge breaches: this Clause 11; or the Bribery Act 2010 in relation to the Contract or any other contract with the Customer Client or any other public body or any person employed by or on behalf of the Customer Client or a public body in connection with the Contract, the Customer Client shall be entitled to terminate the Contract by written notice with immediate effect. Without prejudice to its other rights and remedies under this Clause 11, the Customer Client shall be entitled to recover in full from the Supplier Solicitor and the Supplier Solicitor shall on demand indemnify the Customer Client in full from and against: the amount of value of any such gift, consideration or commission; and any other loss sustained by the Customer Client in consequence of any breach of this Clause 11. NON-DISCRIMINATION The Supplier Solicitor shall not unlawfully discriminate within the meaning and scope of any Law, enactment, order or regulation relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise). The Supplier Solicitor shall take all reasonable steps to secure the observance of Clause 12.1 by all the SupplierSolicitor’s Staff employed in the execution of the Contract. PREVENTION OF FRAUD The Supplier Solicitor shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by the Supplier Solicitor and any member of the SupplierSolicitor’s Staff. The Supplier Solicitor shall notify the Customer Client immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur save where complying with this provision would cause the Supplier Solicitor or any member of the SupplierSolicitor’s Staff to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If: the Supplier Solicitor breaches any of its obligations under Clause 13.1 and Clause 13.2; or the Supplier Solicitor or any member of the SupplierSolicitor’s Staff commits any Fraud in relation to the Contract or any other contract with the Customer Client or any other person, the Customer Client may recover in full from the Supplier Solicitor and the Supplier Solicitor shall on demand indemnify the Customer Client in full against any and all losses sustained by the Customer Client in consequence of the relevant breach or commission of Fraud, including the cost reasonably incurred by the Customer Client of making other arrangements for the supply of the Contract Services and any additional expenditure incurred by the Customer Client in relation thereto. TRANSFER AND SUB-CONTRACTING The Supplier Solicitor shall not assign, novate, enter into a Sub-Contract in respect of, or in any other way dispose of, the Contract or any part of it without the CustomerClient’s prior written consent. The Customer Client has consented to the engagement of any Sub-Contractors specifically identified in the Letter of Appointment. The Supplier Solicitor shall be responsible for all acts and omissions of its Sub-Contractors and those employed or engaged by the Sub-Contractors as though they are its own. The Customer Client may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to: any other Contracting Body; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the CustomerClient; or any private sector body which substantially performs the functions of the CustomerClient, provided that any such assignment, novation or other disposal shall not increase the burden of the SupplierSolicitor's obligations under the Contract. Any change in the legal status of the Customer Client such that it ceases to be a Contracting Body shall not, subject to Clause 14.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the CustomerClient. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 14.3 to a body which is not a Contracting Body or if there is a change in the legal status of the Customer Client such that it ceases to be a Contracting Body (in the remainder of this Clause any such body being referred to as a "Transferee"): the rights of termination of the Customer Client in Clause 8 shall be available to the Supplier Solicitor in the event of, respectively, the bankruptcy or insolvency, or default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the SupplierSolicitor. The Customer Client may disclose to any Transferee any Confidential Information of the Supplier Solicitor which relates to the performance of the SupplierSolicitor's obligations under the Contract. In such circumstances the Customer Client shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the SupplierSolicitor's obligations under the Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. For the purposes of Clause 14.5 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.

Appears in 1 contract

Samples: data.gov.uk

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