Common use of PREVENTION OF BRIBERY AND CORRUPTION Clause in Contracts

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit and shall procure that all Staff or any person acting on the Supplier's behalf shall not commit, in connection with this Call Off Contract, any Prohibited Act. The Supplier shall: in relation to this Call Off Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 46; respond promptly to any of the Customer’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 and the Supplier shall co-operate with any investigation and allow the Customer to audit the 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 Call Off Commencement Date, and annually thereafter, certify to the Customer in writing of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, the 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 46 the Customer shall be entitled to terminate this Call Off Contract for Material Breach. Without prejudice to its other rights and remedies under this Clause 46, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) 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 46.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit and shall procure that all Staff or any person acting on the Supplier's behalf shall not commit, in connection with this Call Off Contract, any Prohibited Act. The Supplier shall: in relation to this Call Off Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 4644; respond promptly to any of the Customer’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 44 and the Supplier shall co-operate with any investigation and allow the Customer to audit the 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 Call Off Commencement Date, and annually thereafter, certify to the Customer in writing of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 4644. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, the 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 46 44 the Customer shall be entitled to terminate this Call Off Contract for Material Breach. Without prejudice to its other rights and remedies under this Clause 4644, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) 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 4644.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier Solicitor shall not commit not: offer or give, or agree to give, to any employee, agent, servant or representative of the Client, any Contracting Body or any other public body or any person employed by or on behalf of the 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 Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf shall not commit, in connection with this Call Off the Contract, a Prohibited Act under the Bribery Act 2010, or any Prohibited Actother 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 Client, any Contracting Body or any other public body or any person employed by or on behalf of the 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 Client or any other public body or any person employed by or on behalf of the 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 Client and the Authority before execution of the Contract. The Solicitor shall: in relation to this Call Off the Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance; immediately notify the Customer and the Authority Client if it suspects or becomes aware of any breach of this Clause 4611; respond promptly to any of the CustomerClient’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 11 and the Supplier Solicitor shall co-operate with any investigation and allow the Customer Client to audit the 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 Call Off Commencement Datecommencement date of the Contract, and annually thereafter, certify to the Customer Client in writing of the Supplier compliance with this Clause 11 by the Solicitor and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46the 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 it the Solicitor and any of the Solicitor’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 Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf, in all cases whether or not acting with the SupplierSolicitor's knowledge breaches breaches: this Clause 46 11; or the Customer Bribery Act 2010 in relation to the Contract or any other contract with the Client or any other public body or any person employed by or on behalf of the Client or a public body in connection with the Contract, the Client shall be entitled to terminate this Call Off the Contract for Material Breachby written notice with immediate effect. Without prejudice to its other rights and remedies under this Clause 4611, the Customer Client shall be entitled to recover in full from the Supplier Solicitor and the Supplier Solicitor shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Client in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer Client in consequence of any breach of this Clause 4611. NON-DISCRIMINATION The 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 Solicitor shall take all reasonable steps to secure the observance of Clause 12.1 by all the Solicitor’s Staff employed in the execution of the Contract. PREVENTION OF FRAUD The Solicitor shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by the Solicitor and any member of the Solicitor’s Staff. The Solicitor shall notify the 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 Solicitor or any member of the Solicitor’s Staff to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If: the Solicitor breaches any of its obligations under Clause 13.1 and Clause 13.2; or the Solicitor or any member of the Solicitor’s Staff commits any Fraud in relation to the Contract or any other contract with the Client or any other person, the Client may recover in full from the Solicitor and the Solicitor shall on demand indemnify the Client in full against any and all losses sustained by the Client in consequence of the relevant breach or commission of Fraud, including the cost reasonably incurred by the Client of making other arrangements for the supply of the Contract Services and any additional expenditure incurred by the Client in relation thereto. TRANSFER AND SUB-CONTRACTING The 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 Client’s prior written consent. The Client has consented to the engagement of any Sub-Contractors specifically identified in the Letter of Appointment. The 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 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 Client; or any private sector body which substantially performs the functions of the Client, provided that any such assignment, novation or other disposal shall not increase the burden of the Solicitor's obligations under the Contract. Any change in the legal status of the 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 Client. 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 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 Client in Clause 8 shall be available to the 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 Solicitor. The Client may disclose to any Transferee any Confidential Information of the Solicitor which relates to the performance of the Solicitor's obligations under the Contract. In such circumstances the Client shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Solicitor'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.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit not: offer or give, or agree to give, to any Relevant Person, 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 this Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Supplier Staff or any person acting on the Supplier's behalf shall not commit, in connection with this Call Framework Agreement, a Prohibited Act. The Supplier warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement breached the undertakings in Clause 9.1 and each time a Call-Off ContractAgreement 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; and paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any Relevant Person in connection with this Framework Agreement; and entered into this Framework Agreement with knowledge, that, in connection with it, any Prohibited Actmoney has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier shall: in relation to this Call Off ContractFramework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 469; respond promptly to any of the Customer’s Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 46 9 and the Supplier shall co-operate with any investigation and allow the Customer Authority to audit the Supplier’s '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 Call Off Commencement Date, and annually thereafter, certify Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the Customer in writing number of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with audits permitted under Clause 17 of this Call Off Contract compliance with this Clause 46Framework Agreement. The Supplier shall shall, if requested, provide such supporting evidence the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance as with the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Bribery Act and shall enforce it where appropriate2010. If the Supplier, the Staff Supplier Staff, consultants, agents or Sub-Contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches breaches: this Clause 46 9; or the Customer Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Call Off Contract for Material BreachFramework Agreement. Without prejudice to its other rights and remedies under this Clause 469, the Customer Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Authority in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer Authority in consequence of any breach of this Clause 469. For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with Clause 16 does not constitute a payment of commission for the purposes of this Clause 9. CONFLICTS OF INTEREST The Supplier shall take appropriate steps to ensure that neither the Supplier nor Supplier’s Staff are placed in a position where (in the reasonable opinion of the Authority) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier or the Supplier’s Staff and the duties owed to the Authority and Other Contracting Bodies under the provisions of this Framework Agreement or any Call-Off Agreement. The Supplier shall promptly notify and provide full particulars to the Authority or the relevant Other Contracting Body if such conflict referred to in Clause 10.1 above arises or may reasonably been foreseen as arising. The Authority reserves the right to terminate this Framework Agreement immediately by giving notice in accordance with Clause 26.1 and/or to take such other steps it deems necessary where, in the reasonable opinion of the Authority, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier and the duties owed to the Authority under the provisions of this Framework Agreement or any Call-Off Agreement. The action of the Authority pursuant to this Clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Authority. SAFEGUARD AGAINST FRAUD The Supplier shall prevent, and shall procure that the Supplier Staff prevent, any Fraud in accordance with Good Industry Practice. The Supplier shall notify the Authority immediately if it has reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Supplier or its employees to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If the Supplier or the Supplier’s Staff commits Fraud in relation to this Framework Agreement, a Call-Off Agreement or any other contract with the Crown (including the Authority), the Authority may: terminate this Framework Agreement with immediate effect by giving the Supplier notice in accordance with Clause 26.2; or recover in full from the Supplier and the Supplier shall on demand indemnify in full and hold the Authority harmless from and against any other loss sustained by the Authority in consequence of any breach of this Clause 11. CALL-OFF AGREEMENT PERFORMANCE The Supplier shall perform all its obligations under all Call-Off Agreements entered into with the Authority or any Other Contracting Body: in accordance with the requirements of this Framework Agreement; in accordance with the terms and conditions of the respective Call-Off Agreements; in accordance with Good Industry Practice; with appropriately experienced, qualified and trained personnel with all due skill, care and diligence; and in compliance with all applicable Laws. The Supplier shall draw any conflict between any of the requirements of sub‑Clauses 12.1.1 or 12.1.2 and those of sub-Clause 12.1.3 to the attention of the Authority and shall comply with the Authority's decision on the resolution of that conflict. STATUTORY REQUIREMENTS AND STANDARDS The Supplier shall be responsible for obtaining and maintaining all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call-Off Agreement. The Supplier shall comply with the Standards in performing its obligations under this Framework Agreement and as set out in Schedule 13.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit and shall procure that all Staff or any person acting on the Supplier's behalf shall not commit, in connection with this Call Off Contract, any Prohibited Act. The Supplier Contractor shall: comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the "Relevant Requirements"); not engage in relation to this Call Off Contractany activity, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; comply with the University’s Ethics and Anti-bribery Policy as in force from time to time (the "Relevant Policies"); have and shall maintain in place throughout the term of the Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and this clause 35, and will enforce them where appropriate; promptly report to the University any request or demand for any undue financial or other advantage of any kind received by the Contractor in connection with the performance of the Contract; immediately notify the Customer University in writing if a foreign public official becomes an officer or employee of the Contractor or acquires a direct or indirect interest in the Contractor, and the Authority if Contractor warrants that it suspects has no foreign public officials as direct or becomes aware of any breach of this Clause 46; respond promptly to any indirect owners, officers or employees as at the commencement of the Customer’s enquiries regarding Contract. The Contractor shall ensure that any breach, potential breach or suspected breach of this Clause 46 and person associated with the Supplier shall co-operate with any investigation and allow the Customer to audit the Supplier’s books, records and any other relevant documentation Contractor who is performing services in connection with the breach; if Contract does so required only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Contractor in this clause 35 (the "Relevant Terms"). The Contractor shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the University for any breach by such persons of any of the Relevant Terms. Breach of this clause 35 by the CustomerContractor shall be deemed a material breach incapable of remedy under clause 11.2.1. For the purpose of this clause 35, within twenty (20the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) Working Days of the Call Off Commencement DateBribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and annually thereafter6(6) of that Act and section 8 of that Act respectively. For the purpose of this clause 35, certify a person associated with the Contractor includes but is not limited to any Sub-Contractor of the Contractor. Prevention of Slavery/Forced Labour Slavery: The Contractor confirms that neither it nor any of its personnel (or those of its subcontractors) have been: (i) convicted of any offence; or (ii) the subject of an investigation, inquiry or enforcement proceedings involving slavery or human trafficking. The Contractor shall: (i) comply with all applicable laws relating to slavery, including the Modern Slavery Act 2015; (ii) comply with the University’s Anti-slavery Policy as in force from time to time; (iii) maintain a complete set of records to trace the supply chain of all the Services provided to the Customer in writing University under the Contract; (iv) implement a system of the Supplier training for its employees, suppliers and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract subcontractors to ensure compliance with this Clause 46. The Supplier shall provide clause 35.4 (and keep a record of all such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, the 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 46 the Customer shall be entitled to terminate this Call Off Contract for Material Breach. Without prejudice to its other rights and remedies under this Clause 46, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) 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 46training).

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall Provider and its Staff: have not committed and will not commit and shall procure that all Staff or any person acting on the Supplier's behalf shall not commit, a Prohibited Act in connection with this Call Off ContractFramework Agreement; has not given and will not give any fee or reward to any person which it is an offence under Section 117(2) of the Local Government Act 1972 to receive; and warrants, represents and undertakes that it is not aware of any Prohibited Act. The Supplier shall: financial or other advantage being given to any person working for or engaged by the Authority or that an agreement has been reached to that effect in relation to this Call Off Contract, act in accordance connection with the Ministry securing or execution of Justice Guidance pursuant this Framework Agreement, or any other agreement with the Authority, excluding any arrangements of which full details have been disclosed in writing to Section 9 of the Bribery Act 2010; immediately notify the Customer and the Authority if it suspects or becomes aware prior to the execution of this Framework Agreement. In the event of any breach of this Clause 46; respond promptly 10.1, the Authority is entitled to recover from the Provider the value of any gift, consideration or commission. The Provider will upon request provide the Authority with all reasonable assistance to enable the Authority to perform any activity required for the purposes of the Customer’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 and the Supplier shall co-operate with any investigation and allow the Customer to audit the Supplier’s books, records and any other relevant documentation in connection complying with the breach; if so Bribery Act, as may be required by the CustomerAuthority. Should the Authority request such assistance the Authority shall pay the reasonable expenses of the Provider arising as a result of the activity. The Provider will provide the Authority with certification, if requested to do so, in writing and signed by an officer of the Provider, of the compliance with this Clause 10. by: the Provider and its Staff; and all persons associated with the supply of Services. If requested, certification will be provided to the Authority within twenty fifteen (2015) Working Days of the Call Off Commencement Date, Date and annually thereafter, certify to thereafter for the Customer in writing of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46Term. The Supplier shall Provider will provide such supporting any evidence of compliance as the Customer may reasonably request; have, maintain and enforce be requested by the Authority. The Provider will have in place an anti-bribery policy (which for the purpose of preventing any of its Staff from committing any Prohibited Act. Such policy shall be disclosed to the Customer on request) to prevent it Authority and any Staff or any person acting on enforced by the Supplier's behalf from committing a Prohibited Act and shall enforce it Provider where appropriate. If Should the SupplierProvider become aware of or suspect any breach of Clause 10.1 it will notify the Authority immediately. Following notification under Clause 10.7 the Provider will respond promptly and fully to the enquiries of the Authority, cooperate with any investigation undertaken by the Staff or Authority and allow the Authority to audit any person acting on the Supplier's behalfbooks, in all cases whether or not acting with the Supplier's knowledge breaches this Clause 46 the Customer shall be entitled to terminate this Call Off Contract for Material Breachrecords and other relevant documentation. Without prejudice to its other rights and remedies The Provider’s obligations under this Clause 46, 10.8 shall survive the Customer shall be entitled to expiry or termination of this Framework Agreement for a further period of 6 years. The Authority may recover in full from the Supplier Provider and the Supplier Provider shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Authority in full from and against: the amount of value of any such gift, consideration or commission; and against any other Loss loss sustained by the Customer Authority in consequence of any breach of this Clause 4610., whether or not the Framework Agreement has been terminated.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit not: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, 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 this Framework Agreement or any other contract with any Relevant Person ; engage in and shall procure that all Staff Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Call Off Contract, a Prohibited Act under the Bribery Act 2010, or any Prohibited Actother relevant laws, statutes, regulations or codes in relation to bribery and anti-corruption; and commit any offences under the Prevention of Corruption Acts 1889 to 1916. The Supplier warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement it has not breached the undertakings in Clause 10.1. Each time a Call-Off Agreement and/or Lease 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; and paid commission or agreed to pay commission to 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; and entered into this Framework Agreement and the Call-Off Agreement and/or Lease Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, 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 this Contract; The Supplier shall: in relation to this Call Off ContractFramework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 46clause 9; respond promptly to any of the CustomerAuthority’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 clause 9 and the Supplier shall co-operate with any investigation and allow the Customer Authority to audit the 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 Call Off Commencement Date, and annually thereafter, certify . Any audit conducted pursuant to clause 9.5 shall be in addition to the Customer in writing number of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with audits permitted under clause 17 of this Call Off Contract compliance with this Clause 46. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriateFramework Agreement. If the Supplier, the Staff its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches breaches: this Clause 46 clause 9; or the Customer Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person , the Authority shall be entitled to terminate this Call Framework Agreement and the Call-Off Contract for Material BreachAgreement and/or Lease Agreement by written notice with immediate effect [in accordance with Clause 27.1 (Termination on Corruption)]. Without prejudice to its other rights and remedies under this Clause 469, the Customer Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Authority in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer Authority in consequence of any breach of this Clause 4610.1. For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with clause 16 does not constitute a payment of commission for the purposes of this clause 9.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall Supplier: has not, will not, and will procure that its staff (and any sub–contractor or self- employed staff) have not committed and will not commit and shall procure that all Staff or any person acting on the Supplier's behalf shall not commit, a Prohibited Act in connection with this Call Off Contract, Agreement; has not given and will not give any Prohibited Act. The Supplier shall: in relation fee or reward to this Call Off Contract, act in accordance with the Ministry of Justice Guidance pursuant to any person which it is an offence under Section 9 117(2) of the Bribery Local Government Act 2010; immediately notify the Customer 1972 to receive warrants represents and the Authority if undertakes that it suspects or becomes is not aware of any breach of this Clause 46; respond promptly financial or other advantage being given to any of the Customer’s enquiries regarding any breach, potential breach person working for or suspected breach of this Clause 46 and the Supplier shall co-operate with any investigation and allow the Customer engaged by YPO or that an agreement has been reached to audit the Supplier’s books, records and any other relevant documentation that effect in connection with the breach; if so securing or execution of this Agreement, or any other Agreement with YPO, excluding any arrangements of which full details have been disclosed in writing to YPO prior to the execution of this Agreement. The Supplier will upon request provide YPO with all reasonable assistance to enable YPO to perform any activity required for the purposes of complying with the Bribery Act, as may be required of YPO by any relevant government or agency in any relevant jurisdiction. Should YPO request such assistance YPO shall pay the Customer, within twenty (20) Working Days reasonable expenses of the Call Off Commencement DateSupplier arising as a result. The Supplier will provide to YPO certification (if requested to do so), and annually thereafter, certify to the Customer in writing and signed by an officer of the Supplier, of the compliance with this Clause 9 by: the Supplier and all persons associated with it or its Sub-Contractors or the Supplier; and any other persons who are supplying the Goods and/or Services (if applicable) in connection with this Call Off Contract compliance with this Clause 46Agreement. Where requested to provide certification under clause 9.3, certification will be provided to YPO within fiftenn (15) Working Days of the Commencement Date and annually thereafter for the Term. The Supplier shall will provide such supporting any evidence of compliance as the Customer may reasonably request; have, maintain and enforce be requested by YPO. The Supplier will have in place an anti-bribery policy (which for the purpose of preventing any of its staff from committing any Prohibited Act. Such policy shall be disclosed to YPO upon request and enforced by the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it Supplier where appropriate. If Should the Supplier become aware of or suspect any breach of Clause 9.1 it will notify YPO immediately. Following notification under Clause 9.6 the Supplier will respond promptly and fully to the enquiries of YPO, cooperate with any investigation undertaken by YPO and allow YPO to audit any books, records and other relevant documentation. The Supplier, the 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 46 the Customer shall be entitled to terminate this Call Off Contract for Material Breach. Without prejudice to its other rights and remedies ’s obligations under this Clause 46, 9 shall survive the Customer shall be entitled to expiry or termination of this Agreement for a further period of 6 years. YPO may recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) YPO in full from and against: the amount of value of any such gift, consideration or commission; and against any other Loss loss sustained by the Customer YPO in consequence of any breach of this Clause 469 whether or not this Agreement has been terminated.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit not: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, 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 this Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Staff Supplier's Staff, consultants, agents or Sub-Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Call Framework Agreement, 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 to the Authority that it has not: in entering into this Framework Agreement breached the undertakings in Clause 9.1 and each time a Call-Off ContractContract 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; and paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority or a public body in connection with this Framework Agreement; and entered into this Framework Agreement and the Call-Off Contract with knowledge, that, in connection with it, any Prohibited Actmoney has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier shall: in relation to this Call Off ContractFramework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 469 (Prevention of Bribery and Corruption); respond promptly to any of the Customer’s Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 46 9 (Prevention of Bribery and Corruption) and the Supplier shall co-operate with any investigation and allow the Customer Authority to audit the Supplier’s '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 Call Off Commencement Date, and annually thereafter, certify Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the Customer in writing number of the Supplier audits permitted under Clause 17 (Records and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with Audit Access) of this Call Off Contract compliance with this Clause 46. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriateFramework Agreement. If the Supplier, 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 breaches: this Clause 46 9 (Prevention of Bribery and Corruption); or the Customer Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Call Framework Agreement and the Call-Off Contract for Material Breachby written notice with immediate effect in accordance with Clause 26.1 (Termination on Bribery and Corruption). Without prejudice to its other rights and remedies under this Clause 469 (Prevention of Bribery and Corruption), the Customer Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Authority in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer Authority in consequence of any breach of this Clause 469. For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with Clause 16 (Management Charge) does not constitute a payment of commission for the purposes of this Clause 9 (Prevention of Bribery and Corruption).

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit and shall procure that all Staff or any person acting on the Supplier's behalf shall not commit, in connection with this Call Off Contract, any Prohibited Act. The Supplier shall: in relation to this Call Off Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 4610; respond promptly to any of the Customer’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 10 and the Supplier shall co-operate with any investigation and allow the Customer to audit the 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 Call Off Commencement Date, and annually thereafter, certify to the Customer in writing of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 4610. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, the 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 46 10 the Customer shall be entitled to terminate this Call Off Contract for Material Breach. Without prejudice to its other rights and remedies under this Clause 4610, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) 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 4610.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit not: offer or give, or agree to offer or give, any gift or other consideration of any kind to any employee, agent, servant or representative of the Authority or any Contracting Body, which gift or consideration could act as an inducement or a reward for any act or failure to act in relation to this Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Supplier Staff or any person acting on the Supplier's behalf shall not commit, in connection with this Call Off ContractFramework Agreement, 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 to the Authority that it has not: in entering into this Framework Agreement breached the undertakings in Clause 8.1; or paid commission or agreed to pay commission to the Authority, any Prohibited ActContracting Body or any other public body or any person employed by or on behalf of the Authority, any Contracting Body or any other public body in connection with this Framework Agreement; or entered into this Framework Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority in connection with this Framework Agreement, or any other Contracting Body, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement, and agrees that each time a Call-Off Agreement is entered into the above warranties, representations and undertakings shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. The Supplier shall: in relation to this Call Framework Agreement and each Call-Off ContractAgreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 468; and respond promptly to any of the Customer’s Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 46 8 and the Supplier shall co-operate with any investigation and allow the Customer Authority to audit the Supplier’s '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 Call Off Commencement Date, and annually thereafter, certify . Any audit conducted pursuant to Clause 8.3.3 shall be in addition to the Customer in writing number of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this audits permitted under Clause 46. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate15. If the Supplier, the Supplier Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches knowledge, breaches: this Clause 46 8; or the Customer Bribery Act 2010 in relation to this Framework Agreement, any Call-Off Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority, the Authority shall be entitled to terminate this Call Off Contract Framework Agreement by written notice with immediate effect in accordance with Clause 24.1 (Termination for Material BreachBribery and Corruption). Without prejudice to its other rights and remedies under this Clause 468, the Customer Authority shall be entitled to recover the amount of value of any such gift, consideration or commission in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Authority in full from and against: the amount of value of any such gift, consideration or commission; and against any other Loss loss sustained by the Customer Authority in consequence of any breach of this Clause 468. For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with Clause 14 does not constitute a payment of commission for the purposes of this Clause 8. SAFEGUARD AGAINST FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by the Supplier and the Supplier Staff. The Supplier shall notify the Authority in writing and immediately if it has reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Supplier or its employees to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If the Supplier or the Supplier Staff commits Fraud, the Authority may: terminate this Framework Agreement in accordance with Clause 24.2 and recover from the Supplier the amount of any loss suffered by the Authority resulting from such termination, including the costs reasonably incurred by the Authority of making other arrangements for the supply of the Services and any additional expenditure incurred by the Authority throughout the remainder of the Term; or recover in full from the Supplier, and the Supplier shall on demand indemnify in full and hold the Authority harmless from and against, any other loss sustained by the Authority in consequence of any breach of this Clause 9. CALL-OFF AGREEMENT PERFORMANCE The Supplier shall perform all its obligations under all Call-Off Agreements entered into with the Contracting Bodies: in accordance with the requirements of this Framework Agreement; in accordance with the terms and conditions of the respective Call-Off Agreements; and in compliance with all applicable Laws. The Supplier shall draw any conflict between any of the requirements of sub‑Clauses 10.1.1 or 10.1.2 and those of sub-Clause 10.1.3 to the attention of the Authority and shall comply with the Authority's decision on the resolution of that conflict. For the purposes of Clause 10.1 if there is any conflict between the requirements of this Framework Agreement and the terms and conditions of any Call-Off Agreement the conflict shall be resolved in accordance with the following order of precedence: this Framework Agreement; the Call-Off Agreement; and any other document referred to in the Call-Off Agreement (not including this Framework Agreement).

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier Supplier: shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not commit limited to the Xxxxxxx Xxx 0000 and shall procure ensure that all Staff or Supplier Employees and any person acting on the Supplier's behalf shall not commitSub-contractor, in connection with this Call Off Contract, any Prohibited Act. The Supplier shall: in relation shall comply with all applicable laws, statutes, regulations and codes relating to this Call Off Contractanti-bribery and anti-corruption including but not limited to the Xxxxxxx Xxx 0000; warrants, act in accordance with represents and undertakes that to the Ministry best of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; immediately notify the Customer and the Authority if its knowledge it suspects or becomes is not aware of any breach financial or other advantage of this Clause 46; respond promptly any kind being given to any of person working for or engaged by the Customer’s enquiries regarding any breachCouncil, potential breach or suspected breach of this Clause 46 and the Supplier shall co-operate with any investigation and allow the Customer that an agreement has been reached to audit the Supplier’s booksthat effect, records and any other relevant documentation in connection with the breach; if so required by the Customerexecution and/or performance of this Contract, within twenty (20) Working Days excluding any arrangement of the Call Off Commencement Date, and annually thereafter, certify which full details have been disclosed in writing to the Customer in writing Council before the execution of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46Contract. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and where appropriate enforce an anti-bribery policy (which shall be disclosed to the Customer Council on request) to prevent it and any Staff Supplier Employees or any person acting on the Supplier's behalf Sub-contractor from committing a Prohibited. The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent a Prohibited Act by the Supplier Employees or Sub-contractor. Any anti-bribery policy put in place by the Supplier shall in addition include the Supplier’s Prevention of Fraud policy, which shall incorporate the Council’s Counter Fraud Prevention Strategy. The Council’s Counter Fraud Prevention Strategy can be found on the Council’s website using the following link, under the heading ‘Part 5 - 4. Codes and shall enforce it where appropriate. If Protocols - Counter Fraud Strategy’:- xxxx://xxxxxxxxxxxxx.xxxxxxxxx.xx.xx/ieListDocuments.aspx?CId=349&MId=1735&info=1&MD=Constitution The Council may terminate this Contract by written notice with immediate effect if the Supplier, the Staff Supplier Employees or any person acting on the Supplier's behalf, Sub-contractor (in all cases whether or not acting with the Supplier's knowledge knowledge) breaches clause 38. In determining whether to exercise the right of termination under this Clause 46 clause 38.5, the Customer Council shall give all due consideration, where appropriate, to action other than termination of this Contract unless the Prohibited Act is committed by the Supplier or a senior officer of the Supplier or by an Employee, Sub-contractor or supplier not acting independently of the Supplier. The expression "not acting independently of" (when used in relation to the Supplier or a Sub-contractor) means and shall be entitled construed as acting: with the authority; or, with the actual knowledge; of any one or more of the directors of the Supplier or the Sub-contractor (as the case may be); or in circumstances where any one or more of the directors of the Supplier ought reasonably to terminate this Call Off Contract for Material Breachhave had knowledge. Without Any termination under clause 38.5 will be without prejudice to its other rights and remedies under this Clause 46, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before any right or after the making of a demand pursuant remedy which has already accrued or subsequently accrues to the indemnity hereunder) 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 46Council.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit not: offer or give, or agree to give, to any employee, agent, servant or representative of the Customer or other Contracting Body, or any other public body or 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 this Contract; engage in and shall procure that all Staff Supplier’s Staff, consultants, agents or Sub-Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Call Off Contract, a Prohibited Act under the Bribery Act 2010, or any Prohibited Actother 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, any Contracting Body or any other public body in connection with the Contract; and entered into this 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 other Contracting Body 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 this Contract; The Supplier shall: in relation to this Call Off Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 4629; respond promptly to any of the Customer’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 30 and the Supplier shall co-operate with any investigation and allow the Customer to audit the 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 Call Off Commencement Date, and annually thereafter, certify to the Customer in writing of compliance with this Clause 29 by the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46Contract. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff of its Staff, consultants, agents or Sub-Contractors, or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, the Staff its Staff, consultants, agents or Sub-Contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches fails to do anything required, or does anything prohibited, by: this Clause 46 29; or the Bribery Act 2010 in relation to this Contract or any other contract with the Customer or Contracting Body 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 this Call Off Contract for Material Breachby written notice with immediate effect. Without prejudice to its other rights and remedies under this Clause 4629, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) in full from and against: the amount of value of any such gift, consideration or commissioncommission referred to in this Clause 29; and any other Loss loss sustained by the Customer in consequence of any breach of this Clause 4629.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit not: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, 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 this Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Staff Supplier's Staff, consultants, agents or Sub-Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Call Framework Agreement, 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 to the Authority that it has not: in entering into this Framework Agreement breached the undertakings in Clause 9.1 and each time a Call-Off ContractAgreement 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; and paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority or a public body in connection with this Framework Agreement; and entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any Prohibited Actmoney has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier shall: in relation to this Call Off ContractFramework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 469; respond promptly to any of the Customer’s Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 46 9 and the Supplier shall co-operate with any investigation and allow the Customer Authority to audit the Supplier’s '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 Call Off Commencement Date, and annually thereafter, certify Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the Customer in writing number of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with audits permitted under Clause 17 of this Call Off Contract compliance with this Clause 46. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriateFramework Agreement. If the Supplier, the Staff its Staff, consultants, agents or Sub-Contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches breaches: this Clause 46 9; or the Customer Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Call Off Contract for Material BreachFramework Agreement and the Call‑Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Bribery and Corruption). Without prejudice to its other rights and remedies under this Clause 469, the Customer Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Authority in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer Authority in consequence of any breach of this Clause 469. For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with Clause 16 does not constitute a payment of commission for the purposes of this Clause 9. CONFLICTS OF INTEREST The Supplier shall take appropriate steps to ensure that neither the Supplier nor Supplier’s Staff are placed in a position where (in the reasonable opinion of the Authority) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier or the Supplier’s Staff and the duties owed to the Authority and Other Contracting Bodies under the provisions of this Framework Agreement or any Call-Off Agreement. The Supplier shall promptly notify and provide full particulars to the Authority or the relevant Other Contracting Body if such conflict referred to in Clause 10.1 above arises or may reasonably been foreseen as arising. The Authority reserves the right to terminate this Framework Agreement immediately by giving notice in writing to the Supplier and/or to take such other steps it deems necessary where, in the reasonable opinion of the Authority, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier and the duties owed to the Authority under the provisions of this Framework Agreement or any Call-Off Agreement. The action of the Authority pursuant to this Clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Authority. SAFEGUARD AGAINST FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any fraudulent activity (including Fraud) by the Supplier and Supplier’s Staff (including its shareholders holding in excess of the 50% of the entire issued share capital of the Supplier and directors). The Supplier shall notify the Authority immediately if it has reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Supplier or its employees to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If the Supplier or the Supplier’s Staff commits Fraud in relation to this Framework Agreement, a Call-Off Agreement or any other contract with the Crown (including the Authority), the Authority may: terminate this Framework Agreement with immediate effect by giving the Supplier notice in writing, and recover from the Supplier the amount of any loss suffered by the Authority resulting from the termination, including the cost reasonably incurred by the Authority of making other arrangements for the supply of the Services and any additional expenditure incurred by the Authority throughout the remainder of the Term; or recover in full from the Supplier and the Supplier shall on demand indemnify the Authority in full from and against any other loss sustained by the Authority in consequence of any breach of this Clause 11. CALL-OFF AGREEMENT PERFORMANCE The Supplier shall perform all its obligations under all Call-Off Agreements entered into with the Authority or any one or more of the Other Contracting Bodies: in accordance with the requirements of this Framework Agreement; in accordance with the terms and conditions of the respective Call-Off Agreements; in accordance with Good Industry Practice; with appropriately experienced, qualified and trained personnel with all due skill, care and diligence; and in compliance with all applicable Laws. The Supplier shall draw any conflict between any of the requirements of sub‑Clauses 12.1.1 or 12.1.2 and those of sub-Clause 12.1.3 to the attention of the Authority and shall comply with the Authority's decision on the resolution of that conflict. For the purposes of sub-Clause 12.1 if there is any conflict between the requirements of this Framework Agreement and the terms and conditions of the respective Call-Off Agreements the conflict shall be resolved in accordance with the following order of precedence: this Framework Agreement (excluding Framework Schedule 4); Framework Schedules 1‑3, 5‑14; Call-Off Agreement; the Order Form; any other document referred to in the Call-Off Agreement (not including the Framework Agreement).

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier Solicitor shall not commit not: offer or give, or agree to give, to any employee, agent, servant or representative of the Client or any other public body or any person employed by or on behalf of the 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 Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf shall not commit, in connection with this Call Off the Contract, a Prohibited Act under the Bribery Act 2010, or any Prohibited Actother 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 Client or any other public body or any person employed by or on behalf of the 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 Client or any other public body or any person employed by or on behalf of the 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 Client before execution of the Contract. The Solicitor shall: in relation to this Call Off the Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance; immediately notify the Customer and the Authority Client if it suspects or becomes aware of any breach of this Clause 4613; respond promptly to any of the CustomerClient’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 13 and the Supplier Solicitor shall co-operate with any investigation and allow the Customer Client to audit the 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 Call Off Commencement Datecommencement date of the Contract, and annually thereafter, certify to the Customer Client in writing of the Supplier compliance with this Clause 13 by the Solicitor and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46the 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 it the Solicitor and any of the Solicitor’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 Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf, in all cases whether or not acting with the SupplierSolicitor's knowledge breaches breaches: this Clause 46 13; or the Customer Bribery Act 2010 in relation to the Contract or any other contract with the Client or any other public body or any person employed by or on behalf of the Client or a public body in connection with the Contract, the Client shall be entitled to terminate this Call Off the Contract for Material Breachby written notice with immediate effect. Without prejudice to its other rights and remedies under this Clause 4613, the Customer Client shall be entitled to recover in full from the Supplier Solicitor and the Supplier Solicitor shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Client in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer Client in consequence of any breach of this Clause 4613. NON-DISCRIMINATION The 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 Solicitor shall take all reasonable steps to secure the observance of Clause 14.1 by all the Solicitor’s Staff employed in the execution of the Contract. PREVENTION OF FRAUD The Solicitor shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by the Solicitor and any member of the Solicitor’s Staff. The Solicitor shall notify the 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 Solicitor or any member of the Solicitor’s Staff to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If: the Solicitor breaches any of its obligations under Clause 15.1 and Clause 15.2; or the Solicitor or any member of the Solicitor’s Staff commits any Fraud in relation to the Contract or any other contract with the Client or any other person, the Client may recover in full from the Solicitor and the Solicitor shall on demand indemnify the Client in full against any and all losses sustained by the Client in consequence of the relevant breach or commission of Fraud, including the cost reasonably incurred by the Client of making other arrangements for the supply of the Contract Services and any additional expenditure incurred by the Client in relation thereto. TRANSFER AND SUB-CONTRACTING The 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 Client’s prior written consent. The Client has consented to the engagement of any Sub-Contractors specifically identified in the Letter of Appointment. The 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 Client may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to: any other part of the Crown; 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 Client; or any private sector body which substantially performs the functions of the Client, provided that any such assignment, novation or other disposal shall not increase the burden of the Solicitor's obligations under the Contract. Any change in the legal status of the Client shall not, subject to Clause 16.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Client. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 16.3 to a body which is not a public body (in the remainder of this Clause any such body being referred to as a "Transferee"): the rights of termination of the Client in Clause 9 shall be available to the 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 Solicitor. The Client may disclose to any Transferee any Confidential Information of the Solicitor which relates to the performance of the Solicitor's obligations under the Contract. In such circumstances the Client shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Solicitor'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 16.5 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.

PREVENTION OF BRIBERY AND CORRUPTION. The Neither the Generator nor the Licensed Supplier shall not commit shall: offer or give, or agree to offer or give, to any Relevant Person 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 this Agreement or any other contract with any Relevant Person; or engage in and each of them shall procure that all Staff or their respective Staff, and any person acting on the Generator’s or the Licensed Supplier's behalf shall not commit, in connection with this Call Off ContractAgreement, any a Prohibited Act. The Generator and the Licensed Supplier each separately and severally warrant, represent and undertake to the Authority that it has not (and its Staff has not): in entering into this Agreement breached any of the provisions in Clause 12.1; paid commission or agreed to pay commission to the Authority, or any other public body or any Relevant Person in connection with this Agreement; or entered into this Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority, or any other public body or any person employed by or on behalf of the Authority in connection with this Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Agreement. The Generator and the Licensed Supplier shall each: (and shall ensure that their respective Staff shall: ) in relation to this Call Off ContractAgreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000 available at: xxxx://xxx.xxxxxxx.xxx.xx/guidance/docs/bribery-act-2010-guidance.pdf; immediately notify the Customer and the Authority if it suspects they suspect or becomes become aware of any breach of this Clause 4612; and respond promptly to any of the Customer’s Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 46 12 and the Generator and the Licensed Supplier shall each co-operate with any investigation and allow the Customer Authority to audit the Generator's and/or and the Licensed Supplier’s books, records and any other relevant documentation in connection with any such breach. The Generator and the breach; Licensed Supplier shall each, if so requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the Customer, within twenty (20) Working Days purpose of the Call Off Commencement Date, and annually thereafter, certify to the Customer in writing of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, the 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 46 the Customer shall be entitled to terminate this Call Off Contract for Material BreachXxxxxxx Xxx 0000. Without prejudice to its other rights and remedies under this Clause 4612, the Customer Authority shall be entitled to recover in full from the Generator or the Licensed Supplier and (as the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereundercase may be) in full from and against: the amount of value of any such gift, consideration or commission; commission and the Generator or the Licensed Supplier (as the case may be) shall on demand indemnify the Authority in full from and against any and all suits, actions, liabilities, legal proceedings, claims, demands, fines, charges, losses, costs and expenses of whatsoever kind or character (including reasonable legal fees and other Loss professional expenses) incurred or sustained (or to be incurred or sustained) by the Customer Authority in consequence of any breach of this Clause 4612 by the Generator or the Licensed Supplier and/or their respective Staff. SAFEGUARD AGAINST FRAUD The Generator and the Licensed Supplier shall each prevent, and shall procure that their respective Staff prevent, any Fraud in accordance with the standards of a Reasonable and Prudent Operator. The Generator and the Licensed Supplier shall each notify the Authority immediately if they have reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Generator or the Licensed Supplier or their respective Staff to commit an offence under the Proceeds of Crime Xxx 0000 or the Terrorism Xxx 0000. If the Generator or the Licensed Supplier or their respective Staff commit Fraud in relation to this Agreement, the Authority may recover in full from the Generator or the Licensed Supplier (as the case may be) and the Generator or the Licensed Supplier (as the case may be) shall on demand indemnify in full and hold the Authority harmless from and against any and all suits, actions, liabilities, legal proceedings, claims, demands, fines, charges, losses, costs and expenses of whatsoever kind or character (including reasonable legal fees and other professional expenses) incurred or sustained (or to be incurred or sustained) by the Authority in consequence of any breach of this Clause 13 by the Generator or the Licensed Supplier or their respective Staff. CONFLICTS OF INTEREST The Generator and the Licensed Supplier shall each take appropriate steps to ensure that neither the Generator nor the Licensed Supplier nor their respective Staff are placed in a position where (in the reasonable opinion of the Authority) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Generator or the Licensed Supplier or their respective Staff and the duties owed to the Authority under the provisions of this Agreement. The Generator or the Licensed Supplier (as the case may be) shall promptly notify and provide full particulars to the Authority if such conflict referred to in Clause 14.1 arises or may reasonably be foreseen as arising.

PREVENTION OF BRIBERY AND CORRUPTION. ‌ The Supplier shall not commit and shall procure that all Staff or any person acting on the Supplier's behalf shall not commit, in connection with this Call Off Contract, any Prohibited Act. The Supplier Contractor shall: comply with all applicable laws, statutes, regulations and codes relating to anti- bribery and anti-corruption including but not limited to the Bribery Act 2010 (the "Relevant Requirements"); not engage in relation to this Call Off Contractany activity, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; comply with the University’s Ethics and Anti-bribery Policy as in force from time to time (the "Relevant Policies"); have and shall maintain in place throughout the term of the Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and this clause 35, and will enforce them where appropriate; promptly report to the University any request or demand for any undue financial or other advantage of any kind received by the Contractor in connection with the performance of the Contract; immediately notify the Customer University in writing if a foreign public official becomes an officer or employee of the Contractor or acquires a direct or indirect interest in the Contractor, and the Authority if Contractor warrants that it suspects has no foreign public officials as direct or becomes aware of any breach of this Clause 46; respond promptly to any indirect owners, officers or employees as at the commencement of the Customer’s enquiries regarding Contract. The Contractor shall ensure that any breach, potential breach or suspected breach of this Clause 46 and person associated with the Supplier shall co-operate with any investigation and allow the Customer to audit the Supplier’s books, records and any other relevant documentation Contractor who is performing services in connection with the breach; if Contract does so required only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Contractor in this clause 35 (the "Relevant Terms"). The Contractor shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the University for any breach by such persons of any of the Relevant Terms. Breach of this clause 35 by the CustomerContractor shall be deemed a material breach incapable of remedy under clause 11.2.1. For the purpose of this clause 35, within twenty (20the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) Working Days of the Call Off Commencement DateBribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and annually thereafter6(6) of that Act and section 8 of that Act respectively. For the purpose of this clause 35, certify a person associated with the Contractor includes but is not limited to the Customer in writing any Sub-Contractor of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, the 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 46 the Customer shall be entitled to terminate this Call Off Contract for Material Breach. Without prejudice to its other rights and remedies under this Clause 46, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) 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 46Contractor.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit not: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, 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 this Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Staff Supplier's Staff, consultants, agents or Sub-Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Call Framework Agreement, a Prohibited Act under the Xxxxxxx Xxx 0000, or any other relevant Laws, statutes, regulations or codes in relation to bribery and anti-corruption. The Supplier warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement breached the undertakings in Clause 9.1 and each time a Call-Off ContractAgreement 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; and paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority or a public body in connection with this Framework Agreement; and entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any Prohibited Actmoney has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier shall: in relation to this Call Off ContractFramework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 469; respond promptly to any of the Customer’s Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 46 9 and the Supplier shall co-operate with any investigation and allow the Customer Authority to audit the Supplier’s '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 Call Off Commencement Date, and annually thereafter, certify Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the Customer in writing number of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with audits permitted under Clause 17 of this Call Off Contract compliance with this Clause 46. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriateFramework Agreement. If the Supplier, the Staff its Staff, consultants, agents or Sub-Contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches breaches: this Clause 46 9; or the Customer Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Call Off Contract for Material BreachFramework Agreement and the Call‑Off Agreement by written notice on the Supplier with immediate effect in accordance with Clause 26.1 (Termination on Bribery and Corruption). Without prejudice to its other rights and remedies under this Clause 469, the Customer Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Authority in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer Authority in consequence of any breach of this Clause 469. For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with Clause 16 does not constitute a payment of commission for the purposes of this Clause 9. CONFLICTS OF INTEREST The Supplier shall take appropriate steps to ensure that neither the Supplier nor Supplier’s Staff are placed in a position where (in the reasonable opinion of the Authority) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier or the Supplier’s Staff and the duties owed to the Authority and Other Contracting Bodies under the provisions of this Framework Agreement or any Call-Off Agreement. The Supplier shall promptly notify and provide full particulars to the Authority or the relevant Other Contracting Body if such conflict referred to in Clause 10.1 above arises or may reasonably been foreseen as arising. The Authority reserves the right to terminate this Framework Agreement immediately by giving notice in writing to the Supplier and/or to take such other steps it deems necessary where, in the reasonable opinion of the Authority, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier and the duties owed to the Authority under the provisions of this Framework Agreement or any Call-Off Agreement. The action of the Authority pursuant to this Clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Authority. SAFEGUARD AGAINST FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any fraudulent activity (including Fraud) by the Supplier and the Supplier’s Staff (which for the purposes of this Clause 11 shall include its shareholders holding in excess of the [50%] of the entire issued share capital of the Supplier and directors). The Supplier shall notify the Authority immediately if it has reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Supplier or its employees to commit an offence under the Proceeds of Crime Xxx 0000 or the Terrorism Xxx 0000. If the Supplier or the Supplier’s Staff commits Fraud in relation to this Framework Agreement, a Call-Off Agreement or any other contract with the Crown (including the Authority), the Authority may: terminate this Framework Agreement with immediate effect by giving the Supplier notice in writing, and recover from the Supplier the amount of any loss suffered by the Authority resulting from such termination, including the cost reasonably incurred by the Authority of making other arrangements for the supply of the Services and any additional expenditure incurred by the Authority throughout the remainder of the Term; or recover in full from the Supplier and the Supplier shall on demand indemnify in full and hold the Authority harmless from and against any other loss sustained by the Authority in consequence of any breach of this Clause 11. CALL-OFF AGREEMENT PERFORMANCE The Supplier shall perform all its obligations under all Call-Off Agreements entered into with the Authority or any Other Contracting Body: in accordance with the requirements of this Framework Agreement; in accordance with the terms and conditions of the respective Call-Off Agreements; in accordance with Good Industry Practice; with appropriately experienced, qualified and trained personnel with all due skill, care and diligence; and in compliance with all applicable Laws. The Supplier shall draw any conflict between any of the requirements of sub‑Clauses 12.1.1 or 12.1.2 and those of sub-Clause 12.1.3 to the attention of the Authority and shall comply with the Authority's decision on the resolution of that conflict. For the purposes of sub-Clause 12.1 if there is any conflict between the requirements of this Framework Agreement and the terms and conditions of the respective Call-Off Agreements the conflict shall be resolved in accordance with the following order of precedence: this Framework Agreement (excluding Framework Schedule 4); Framework Schedules 1‑3 and 5‑14 inclusive; Call-Off Agreement; the Order Form; and any other document referred to in the Call-Off Agreement (not including the Framework Agreement).

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier Supplier: shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not commit limited to the Xxxxxxx Xxx 0000 and shall procure ensure that all Staff or Supplier Employees and any person acting on the Supplier's behalf shall not commitSub-contractor, in connection with this Call Off Contract, shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Xxxxxxx Xxx 0000; warrants, represents and undertakes that to the best of its knowledge it is not aware of any Prohibited Actfinancial or other advantage of any kind being given to any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution and/or performance of this Contract, excluding any arrangement of which full details have been disclosed in writing to the Council before the execution of this Contract. The Supplier shall: if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity required by any relevant government or agency in relation to this Call Off Contract, act in accordance any relevant jurisdiction for the purpose of compliance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 46; respond promptly to any of the Customer’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 and the Supplier shall coAct. within twenty-operate with any investigation and allow the Customer to audit the Supplier’s books, records and any other relevant documentation in connection with the breach; if so required by the Customer, within twenty eight (2028) Working Days of the Call Off Commencement Date, and annually thereafter, certify to the Customer Council in writing (such certification to be signed by an Authorised Officer of the Supplier) compliance with this clause 51 by the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46Contract. The Supplier shall provide such supporting documentary evidence of compliance as the Customer Council may reasonably request; . The Supplier shall have, maintain and where appropriate enforce an anti-bribery policy (which shall be disclosed to the Customer Council on request) to prevent it and any Staff Supplier Employees or any person acting on the Supplier's behalf Sub-contractor from committing a Prohibited Act. The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent a Prohibited Act by the Supplier Employees or Sub-contractor. Any anti-bribery policy put in place by the Supplier shall in addition include the Supplier’s Prevention of Fraud policy, which shall incorporate the Council’s Counter Fraud Prevention Strategy. The Council’s Counter Fraud Prevention Strategy can be found on the Council’s website using the following link, under the heading ‘Part 5 - 4. Codes and Protocols - Counter Fraud Strategy’:- xxxx://xxxxxxxxxxxxx.xxxxxxxxx.xx.xx/ieListDocuments.aspx?CId=349&MId=1735&info=1&MD=Constitution The Supplier shall enforce it where appropriateas part of the governance arrangements put in place pursuant to clause 51.3 use an appropriate Crime Risk Assessment Toolkit to identify risks and put appropriate systems and processes in place to mitigate those risks. The Supplier shall on request permit the Council’s Counter Fraud Specialist to review the Supplier’s Counter Fraud Arrangements. Following such a review the Supplier shall implement within a timescale agreed by the Council, any modifications the Council deems necessary to ensure Counter Fraud Arrangements continue to remain effective. If any breach of clause 51 is suspected or known, the Supplier must notify the Council immediately in writing. If the Supplier notifies the Council that it suspects or knows that there may be a breach of clause 51, the Supplier must respond promptly to the Council's enquiries, co-operate fully with any investigation, and allow the Council to audit the Supplier’s accounts, books, records and any other relevant documentation in connection with the breach. The Council may terminate this Contract by written notice with immediate effect if the Supplier, the Staff Supplier Employees or any person acting on the Supplier's behalf, Sub-contractor (in all cases whether or not acting with the Supplier's knowledge knowledge) breaches clause 51. In determining whether to exercise the right of termination under this Clause 46 clause 51.9, the Customer Council shall give all due consideration, where appropriate, to action other than termination of this Contract unless the Prohibited Act is committed by the Supplier or a senior officer of the Supplier or by an Employee, Sub-contractor or supplier not acting independently of the Supplier. The expression "not acting independently of" (when used in relation to the Supplier or a Sub-contractor) means and shall be entitled to terminate this Call Off Contract for Material Breach. Without prejudice to its other rights and remedies under this Clause 46construed as acting: with the authority; or, with the Customer shall be entitled to recover in full from actual knowledge; of any one or more of the directors of the Supplier or the Sub-contractor (as the case may be); or in circumstances where any one or more of the directors of the Supplier ought reasonably to have had knowledge. Any notice of termination served under clause 51.9 must specify: the nature of the Prohibited Act; the identity of the party whom the Council believes has committed the Prohibited Act; and the Supplier shall date on demand indemnify the Customer which this Contract will terminate. Despite clause 42 (whether before or after the making of a demand pursuant to the indemnity hereunder) in full from and againstDispute Resolution Procedure), any Dispute relating to: the interpretation of clause 51; or the amount of or value of any such gift, consideration or commission; and or any other Loss loss sustained by the Customer Council in consequence of any breach of this Clause 46clause 51. shall be determined by the Council and its decision shall be final and conclusive. Any termination under clause 51.9 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier Solicitor shall not commit not: offer or give, or agree to give, to any employee, agent, servant or representative of the Client or any other public body or any person employed by or on behalf of the 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 Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf shall not commit, in connection with this Call Off the Contract, a Prohibited Act under the Xxxxxxx Xxx 0000, or any Prohibited Actother 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 Client or any other public body or any person employed by or on behalf of the 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 Client or any other public body or any person employed by or on behalf of the 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 Client before execution of the Contract. The Solicitor shall: in relation to this Call Off the Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance; immediately notify the Customer and the Authority Client if it suspects or becomes aware of any breach of this Clause 4613; respond promptly to any of the CustomerClient’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 13 and the Supplier Solicitor shall co-operate with any investigation and allow the Customer Client to audit the 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 Call Off Commencement Datecommencement date of the Contract, and annually thereafter, certify to the Customer Client in writing of the Supplier compliance with this Clause 13 by the Solicitor and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46the 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 it the Solicitor and any of the Solicitor’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 Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf, in all cases whether or not acting with the SupplierSolicitor's knowledge breaches breaches: this Clause 46 13; or the Customer Xxxxxxx Xxx 0000 in relation to the Contract or any other contract with the Client or any other public body or any person employed by or on behalf of the Client or a public body in connection with the Contract, the Client shall be entitled to terminate this Call Off the Contract for Material Breachby written notice with immediate effect. Without prejudice to its other rights and remedies under this Clause 4613, the Customer Client shall be entitled to recover in full from the Supplier Solicitor and the Supplier Solicitor shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Client in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer Client in consequence of any breach of this Clause 4613. NON-DISCRIMINATION The 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 Solicitor shall take all reasonable steps to secure the observance of Clause 14.1 by all the Solicitor’s Staff employed in the execution of the Contract. PREVENTION OF FRAUD The Solicitor shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by the Solicitor and any member of the Solicitor’s Staff. The Solicitor shall notify the 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 Solicitor or any member of the Solicitor’s Staff to commit an offence under the Proceeds of Crime Xxx 0000 or the Terrorism Xxx 0000. If: the Solicitor breaches any of its obligations under Clause 15.1 and Clause 15.2; or the Solicitor or any member of the Solicitor’s Staff commits any Fraud in relation to the Contract or any other contract with the Client or any other person, the Client may recover in full from the Solicitor and the Solicitor shall on demand indemnify the Client in full against any and all losses sustained by the Client in consequence of the relevant breach or commission of Fraud, including the cost reasonably incurred by the Client of making other arrangements for the supply of the Contract Services and any additional expenditure incurred by the Client in relation thereto. TRANSFER AND SUB-CONTRACTING The 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 Client’s prior written consent. The Client has consented to the engagement of any Sub-Contractors specifically identified in the Letter of Appointment. The 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 Client may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to: any other part of the Crown; 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 Client; or any private sector body which substantially performs the functions of the Client, provided that any such assignment, novation or other disposal shall not increase the burden of the Solicitor's obligations under the Contract. Any change in the legal status of the Client shall not, subject to Clause 16.5, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Client. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause 16.3 to a body which is not a public body (in the remainder of this Clause any such body being referred to as a "Transferee"): the rights of termination of the Client in Clause 9 shall be available to the 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 Solicitor. The Client may disclose to any Transferee any Confidential Information of the Solicitor which relates to the performance of the Solicitor's obligations under the Contract. In such circumstances the Client shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Solicitor'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 16.5 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.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit not: offer or give, or agree to give, to any employee, agent, servant or representative of the Customer, or any other public body or 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 this Contract; engage in and shall procure that all Staff Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Call Off Contract, a Prohibited Act under the Bribery Act 2010, or any Prohibited Actother 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 or any other public body or any person employed by or on behalf of the Customer or a public body in connection with this Contract; and entered into this 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 this Contract; The Supplier shall: in relation to this Call Off Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 46clause 20; respond promptly to any of the Customer’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 clause 20 and the Supplier shall co-operate with any investigation and allow the Customer to audit the 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 Call Off Commencement Date, and annually thereafter, certify to the Customer in writing of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or and Services in connection with this Call Off Contract compliance with this Clause 46clause 20. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, have and maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff of its Staff, consultants, agents or Sub-contractors, or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, the Staff its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches breaches: this Clause 46 clause 20; or the Bribery Act 2010 in relation to this 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 this Call Off Contract for Material Breachby written notice with immediate effect. Without prejudice to its other rights and remedies under this Clause 46clause 20, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer in consequence of any breach of this Clause 46clause 20.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit not: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, 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 this Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Staff Supplier's Staff, consultants, agents or Sub- Contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Call Framework Agreement, a Prohibited Act under the Xxxxxxx Xxx 0000, or any other relevant Laws, statutes, regulations or codes in relation to bribery and anti-corruption. The Supplier warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement breached the undertakings in Clause The Supplier shall not: above and each time a Call-Off ContractContract 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; and paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority or a public body in connection with this Framework Agreement; and entered into this Framework Agreement and the Call-Off Contract with knowledge, that, in connection with it, any Prohibited Actmoney has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier shall: in relation to this Call Off ContractFramework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 46PREVENTION OF BRIBERY AND CORRUPTION (Prevention of Bribery and Corruption); respond promptly to any of the Customer’s Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 46 PREVENTION OF BRIBERY AND CORRUPTION (Prevention of Bribery and Corruption) and the Supplier shall co-operate with any investigation and allow the Customer Authority to audit the Supplier’s 's books, records and any other relevant documentation in connection with the breach; if so required by the Customer, within twenty (20) Working Days Any audit conducted pursuant to Clause respond promptly to any of the Call Off Commencement DateAuthority's enquiries regarding any breach, potential breach or suspected breach of this Clause PREVENTION OF BRIBERY AND CORRUPTION (Prevention of Bribery and annually thereafter, certify to the Customer in writing of Corruption) and the Supplier shall co-operate with any investigation and all persons associated with it or its Sub-Contractors or allow the Authority to audit Supplier's books, records and any other persons who are supplying the Goods and/or Services relevant documentation in connection with this Call Off Contract compliance with this Clause 46. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably requestbreach; have, maintain and enforce an anti-bribery policy (which above shall be disclosed in addition to the Customer on requestnumber of audits permitted under Clause RECORDS AND AUDIT ACCESS (Records and Audit Access) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriateof this Framework Agreement. If the Supplier, 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 breaches: this Clause 46 PREVENTION OF BRIBERY AND CORRUPTION (Prevention of Bribery and Corruption); or the Customer Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Call Framework Agreement and the Call-Off Contract for Material Breachby written notice with immediate effect in accordance with Clause Termination on Bribery and Corruption (Termination on Bribery and Corruption). Without prejudice to its other rights and remedies under this Clause 46PREVENTION OF BRIBERY AND CORRUPTION (Prevention of Bribery and Corruption), the Customer Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Authority in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer Authority in consequence of any breach of this Clause 46PREVENTION OF BRIBERY AND CORRUPTION (Prevention of Bribery and Corruption). For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with Clause MANAGEMENT CHARGE (Management Charge) does not constitute a payment of commission for the purposes of this Clause PREVENTION OF BRIBERY AND CORRUPTION (Prevention of Bribery and Corruption).

PREVENTION OF BRIBERY AND CORRUPTION. The None of the Generator, the Licensed Supplier shall not commit or the Third Party Offtaker shall: offer or give, or agree to offer or give, to any Relevant Person 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 this Agreement or any other contract with any Relevant Person; or engage in and each of them shall procure that all Staff or their respective Staff, and any person acting on the Generator’s, the Licensed Supplier's or the Third Party Offtaker’s behalf shall not commit, in connection with this Call Off ContractAgreement, any a Prohibited Act. The Generator, the Licensed Supplier and the Third Party Offtaker each separately and severally warrant, represent and undertake to the Authority that it has not (and its Staff has not): in entering into this Agreement breached any of the provisions in Clause 12.1; paid commission or agreed to pay commission to the Authority, or any other public body or any Relevant Person in connection with this Agreement; or entered into this Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority, or any other public body or any person employed by or on behalf of the Authority in connection with this Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Agreement. The Generator, the Licensed Supplier and the Third Party Offtaker shall each: (and shall ensure that their respective Staff shall: ) in relation to this Call Off ContractAgreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000 available at: xxxx://xxx.xxxxxxx.xxx.xx/guidance/docs/bribery-act-2010-guidance.pdf; immediately notify the Customer and the Authority if it suspects they suspect or becomes become aware of any breach of this Clause 4612; and respond promptly to any of the Customer’s Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 46 12 and the Generator, the Licensed Supplier and the Third Party Offtaker shall each co-operate with any investigation and allow the Customer Authority to audit the Generator's and/or and the Licensed Supplier’s and/or the Third Party Offtaker’s books, records and any other relevant documentation in connection with any such breach. The Generator, the breach; Licensed Supplier and the Third Party Offtaker shall each, if so requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the Customer, within twenty (20) Working Days purpose of the Call Off Commencement Date, and annually thereafter, certify to the Customer in writing of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, the 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 46 the Customer shall be entitled to terminate this Call Off Contract for Material BreachXxxxxxx Xxx 0000. Without prejudice to its other rights and remedies under this Clause 4612, the Customer Authority shall be entitled to recover in full from the Generator, the Licensed Supplier and or the Supplier shall on demand indemnify Third Party Offtaker (as the Customer (whether before or after the making of a demand pursuant to the indemnity hereundercase may be) in full from and against: the amount of value of any such gift, consideration or commission; commission and the Generator, the Licensed Supplier or the Third Party Offtaker (as the case may be) shall on demand indemnify the Authority in full from and against any and all suits, actions, liabilities, legal proceedings, claims, demands, fines, charges, losses, costs and expenses of whatsoever kind or character (including reasonable legal fees and other Loss professional expenses) incurred or sustained (or to be incurred or sustained) by the Customer Authority in consequence of any breach of this Clause 4612 by the Generator, the Licensed Supplier or the Third Party Offtaker and/or their respective Staff. SAFEGUARD AGAINST FRAUD The Generator, the Licensed Supplier and the Third Party Offtaker shall each prevent, and shall procure that their respective Staff prevent, any Fraud in accordance with the standards of a Reasonable and Prudent Operator. The Generator, the Licensed Supplier and the Third Party Offtaker shall each notify the Authority immediately if they have reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Generator, the Licensed Supplier, the Third Party Offtaker or their respective Staff to commit an offence under the Proceeds of Crime Xxx 0000 or the Terrorism Xxx 0000. If the Generator, the Licensed Supplier, the Third Party Offtaker or their respective Staff commit Fraud in relation to this Agreement, the Authority may recover in full from the Generator, the Licensed Supplier or the Third Party Offtaker (as the case may be) and the Generator, the Licensed Supplier or the Third Party Offtaker (as the case may be) shall on demand indemnify in full and hold the Authority harmless from and against any and all suits, actions, liabilities, legal proceedings, claims, demands, fines, charges, losses, costs and expenses of whatsoever kind or character (including reasonable legal fees and other professional expenses) incurred or sustained (or to be incurred or sustained) by the Authority in consequence of any breach of this Clause 13 by the Generator, the Licensed Supplier, the Third Party Offtaker or their respective Staff. CONFLICTS OF INTEREST The Generator, the Licensed Supplier and the Third Party Offtaker shall each take appropriate steps to ensure that neither they nor their respective Staff are placed in a position where (in the reasonable opinion of the Authority) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Generator, the Licensed Supplier, the Third Party Offtaker or their respective Staff and the duties owed to the Authority under the provisions of this Agreement. The Generator, the Licensed Supplier and the Third Party Offtaker (as the case may be) shall promptly notify and provide full particulars to the Authority if such conflict referred to in Clause 14.1 arises or may reasonably be foreseen as arising.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall and its Staff: have not committed and will not commit and shall procure that all Staff or any person acting on the Supplier's behalf shall not commit, a Prohibited Act in connection with this Call Off ContractAgreement; has not given and will not give any fee or reward to any person which it is an offence under Section 117(2) of the Local Government Act 1972 to receive; and warrants, represents and undertakes that it is not aware of any Prohibited Act. The Supplier shall: financial or other advantage being given to any person working for or engaged by LONDON BOROUGH OF WALTHAM FOREST or that an agreement has been reached to that effect in relation to this Call Off Contract, act in accordance connection with the Ministry securing or execution of Justice Guidance pursuant this Agreement, or any other Agreement with LONDON BOROUGH OF WALTHAM FOREST, excluding any arrangements of which full details have been disclosed in writing to Section 9 LONDON BOROUGH OF WALTHAM FOREST prior to the execution of this Agreement. In the Bribery Act 2010; immediately notify the Customer and the Authority if it suspects or becomes aware event of any breach of Clause 9.1 LONDON BOROUGH OF WALTHAM FOREST is entitled to recover from the Supplier the value of any gift, consideration or commission. The Supplier will upon request provide LONDON BOROUGH OF WALTHAM FOREST with all reasonable assistance to enable LONDON BOROUGH OF WALTHAM FOREST to perform any activity required for the purposes of complying with the Bribery Act, as may be required of LONDON BOROUGH OF WALTHAM FOREST by any relevant government or agency in any relevant jurisdiction. Should LONDON BOROUGH OF WALTHAM FOREST request such assistance LONDON BOROUGH OF WALTHAM FOREST shall pay the reasonable expenses of the Supplier arising as a result of the activity. The Supplier will provide LONDON BOROUGH OF WALTHAM FOREST with certification, if requested to do so, in writing and signed by an officer of the Supplier, of the compliance with this Clause 46; respond promptly to any of the Customer’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 and 9 by: the Supplier shall co-operate with any investigation and allow the Customer to audit the Supplier’s books, records its Staff; and any other relevant documentation in connection all persons associated with the breach; if so required by the Customersupply of Goods and/or Services If requested, certification will be provided to LONDON BOROUGH OF WALTHAM FOREST within twenty fifteen (2015) Working Days of the Call Off Commencement Date, Date and annually thereafter, certify to thereafter for the Customer in writing of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46Term. The Supplier shall will provide such supporting any evidence of compliance as the Customer may reasonably request; have, maintain and enforce be requested by LONDON BOROUGH OF WALTHAM FOREST. The Supplier will have in place an anti-bribery policy (which for the purpose of preventing any of its Staff from committing any Prohibited Act. Such policy shall be disclosed to LONDON BOROUGH OF WALTHAM FOREST and enforced by the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it Supplier where appropriate. If Should the Supplier become aware of or suspect any breach of Clause 9.1 it will notify LONDON BOROUGH OF WALTHAM FOREST immediately. Following notification under Clause 9.7 the Supplier will respond promptly and fully to the enquiries of LONDON BOROUGH OF WALTHAM FOREST, cooperate with any investigation undertaken by LONDON BOROUGH OF WALTHAM FOREST and allow LONDON BOROUGH OF WALTHAM FOREST to audit any books, records and other relevant documentation. The Supplier, the 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 46 the Customer shall be entitled to terminate this Call Off Contract for Material Breach. Without prejudice to its other rights and remedies ’s obligations under this Clause 46, 9.8 shall survive the Customer shall be entitled to expiry or termination of this Framework Agreement for a further period of 6 years. LONDON BOROUGH OF WALTHAM FOREST may recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) LONDON BOROUGH OF WALTHAM FOREST in full from and against: the amount of value of any such gift, consideration or commission; and against any other Loss loss sustained by the Customer LONDON BOROUGH OF WALTHAM FOREST in consequence of any breach of this Clause 46.9, whether or not the Framework Agreement has been terminated. LONDON BOROUGH OF WALTHAM FOREST may terminate this Agreement immediately upon serving written notice if the Supplier or, its Staff whether or not acting with the Supplier’s knowledge, breaches Clause 9.1. Before exercising its right of termination under this Clause 9.10 LONDON BOROUGH OF WALTHAM FOREST will give all due consideration to other action beside termination unless the Prohibited Act is committed by: the Supplier or a senior officer of the Supplier; or a member of Staff, who is not acting independently of the Supplier. The expression ‘not acting independently of’ (when used in relation to the Supplier or sub-contractor) means and shall be construed as acting; with the authority of; with the actual knowledge of any one or more of the Supplier’s or sub-contractors (as applicable) directors or partners or in circumstances where any one or more of the directors (or Partners) of the Supplier or its Staff (as applicable) ought reasonably to have had knowledge. Termination under Clause 9.10 will:- be without prejudice to any right or remedy which has already accrued or subsequently accrues to LONDON BOROUGH OF WALTHAM FOREST under this Framework Agreement. prohibit the Supplier from claiming any damages for early termination; and allow LONDON BOROUGH OF WALTHAM FOREST to recover from the Supplier the amount of any loss suffered by LONDON BOROUGH OF WALTHAM FOREST resulting from the termination; or entitle LONDON BOROUGH OF WALTHAM FOREST to be indemnified by the Supplier for any additional costs losses, damages or expenses incurred in re-procuring and obtaining the services from another party. Any notice of termination by LONDON BOROUGH OF WALTHAM FOREST under Clause 9.10 must specify: the nature of the Prohibited Act; the identity of the person whom LONDON BOROUGH OF WALTHAM FOREST believes has committed the Prohibited Act; and the date on which this Framework Agreement will terminate. Notwithstanding Clause 41 (Dispute Resolution) any dispute relating to: the interpretation of this Clause 9 or the amount or value of any gift, consideration, commission or other financial advantage shall be determined by LONDON BOROUGH OF WALTHAM FOREST and its decision shall be final and conclusive

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit and shall procure that all Staff or any person acting on the Supplier's behalf shall not commit, in connection with this Call Off Contract, any Prohibited Act. The Supplier shall: in relation to this Call Off Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 4637; respond promptly to any of the Customer’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 37 and the Supplier shall co-operate with any investigation and allow the Customer to audit the 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 Call Off Commencement Date, and annually thereafter, certify to the Customer in writing of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 4637. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, the 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 46 37 the Customer shall be entitled to terminate this Call Off Contract for Material Breach. Without prejudice to its other rights and remedies under this Clause 4637, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) 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 4637. RECORDS AND AUDIT ACCESS The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date or date of termination of this Call Off Contract (whichever is the earlier) (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall keep the records and accounts referred to in Clause 38.1 above in accordance with Good Industry Practice and Law. The Supplier shall afford any Auditor access to the records and accounts referred to in Clause 38.1 at the Supplier’s premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts), as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 38.1, in order that the Auditor(s) may carry out an inspection including for the following purposes: to verify the accuracy of the Call Off Contract Charges (and proposed or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including Sub-Contractors) of the Services; to review the integrity, confidentiality and security of the Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 17 (Continuous Improvement) of this Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 28 (Security and Protection of Information); to review any books of account kept by the Supplier in connection with the provision of the Services; to carry out an examination pursuant to Section 6 (1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Off Contract. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Equipment used in the provision of the Services ; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 38, unless the audit reveals a Material Breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested by the Customer, the Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specify. DISCRIMINATION The Supplier shall not unlawfully discriminate within the meaning and scope of any Law 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 39.1 by all Staff engaged or employed in the execution of this Call Off Contract. The Supplier shall notify the Customer immediately in writing as soon as it becomes aware of any legal proceedings threatened or issued against it by any Staff on the grounds of discrimination arising in connection with the provision of the Services under this Call Off Contract. The Supplier shall comply with the requirements set out in Call Off Schedule 8 (Diversity and Equality). PREVENTION OF FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by the Supplier (including its shareholders, members and directors) and any Staff in connection with the receipt of monies from the Customer. 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 the Staff to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If the Supplier or the Staff commits any Fraud, the Customer may: terminate this Call Off Contract for Material Breach; and/or recover in full from the Supplier and the Supplier shall on demand indemnify the Customer in full for any Loss sustained by the Customer at any time (whether before or after the making of a demand pursuant to the indemnity hereunder) in consequence of any breach of this Clause 40 including the cost reasonably incurred by the Customer of making other arrangements for the supply of the Services and any additional expenditure incurred by the Customer throughout the remainder of the Call Off Contract Period. TRANSFER AND SUB-CONTRACTING Transfer rights Subject to Clause 41.1.2, the Supplier shall not assign, novate, Sub-Contract or in any other way dispose of this Call Off Contract or any part of it without Approval. The Customer has consented to the engagement of the Sub-Contractors listed in Framework Schedule 2 (Sub-Contractors). The Supplier may assign to a third party ("the Assignee") the right to receive payment of the Call Off Contract Charges or any part thereof due to the Supplier under this Call Off Contract (including any interest which the Customer incurs under Clause 22.2.6). Any assignment under this Clause shall be subject to: reduction of any sums in respect of which the Customer exercises it right of recovery under Clause 22.3 (Recovery of Sums Due); all related rights of the Customer under this Call Off Contact in relation to the recovery of sums due but unpaid; and the Customer receiving notification under both Clauses 41.1.3 and 41.1.4. In the event that the Supplier assigns the right to receive the Call Off Contract Charges under Clause 41.1.2, the Supplier or the Assignee shall notify the Customer in writing of the assignment and, including a reasonable notice period, of the date upon which the assignment becomes effective. The Supplier shall ensure that the Assignee notifies the Customer of the Assignee’s contact information and bank account details to which the Customer shall make payment. The provisions of Clause 22.2 shall continue to apply in all other respects after the assignment and shall not be amended. Subject to Clause 41.1.8, the Customer may assign, novate or otherwise dispose of its rights and obligations under this Call Off 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 this Call Off Contract. Any change in the legal status of the Customer such that it ceases to be a Contracting Body shall not, subject to Clause 41.1.8, affect the validity of this Call Off Contract. In such circumstances, this Call Off Contract shall bind and continue to take effect to the benefit of any successor body to the Customer. If the rights and obligations under this Call Off Contract are assigned, novated or otherwise disposed of pursuant to Clause 41.1.6 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 both such bodies being referred to as "the Transferee"): the rights of termination of the Customer in Clauses 31.1 (Termination on Insolvency) 31.2 (Termination on Change of Control) and 31.4 (Termination on Default) 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 this Call Off 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 this Call Off Contract. In such circumstances the Customer shall authorise the Transferee to use such Confidential Information of the Supplier only for purposes relating to the performance of the Supplier's obligations under this Call Off 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 41.1.8 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 this Call Off Contract.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier Solicitor shall not commit not: offer or give, or agree to give, to any employee, agent, servant or representative of the Client, any Contracting Body or any other public body or any person employed by or on behalf of the 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 Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf shall not commit, in connection with this Call Off the Contract, a Prohibited Act under the Xxxxxxx Xxx 0000, or any Prohibited Actother 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 Client, any Contracting Body or any other public body or any person employed by or on behalf of the 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 Client or any other public body or any person employed by or on behalf of the 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 Client and the Authority before execution of the Contract. The Solicitor shall: in relation to this Call Off the Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance; immediately notify the Customer and the Authority Client if it suspects or becomes aware of any breach of this Clause 4611; respond promptly to any of the CustomerClient’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 11 and the Supplier Solicitor shall co-operate with any investigation and allow the Customer Client to audit the 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 Call Off Commencement Datecommencement date of the Contract, and annually thereafter, certify to the Customer Client in writing of the Supplier compliance with this Clause 11 by the Solicitor and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46the 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 it the Solicitor and any of the Solicitor’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 Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf, in all cases whether or not acting with the SupplierSolicitor's knowledge breaches breaches: this Clause 46 11; or the Customer Xxxxxxx Xxx 0000 in relation to the Contract or any other contract with the Client or any other public body or any person employed by or on behalf of the Client or a public body in connection with the Contract, the Client shall be entitled to terminate this Call Off the Contract for Material Breachby written notice with immediate effect. Without prejudice to its other rights and remedies under this Clause 4611, the Customer Client shall be entitled to recover in full from the Supplier Solicitor and the Supplier Solicitor shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Client in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer Client in consequence of any breach of this Clause 4611. NON-DISCRIMINATION The 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 Solicitor shall take all reasonable steps to secure the observance of Clause 12.1 by all the Solicitor’s Staff employed in the execution of the Contract. PREVENTION OF FRAUD The Solicitor shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by the Solicitor and any member of the Solicitor’s Staff. The Solicitor shall notify the 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 Solicitor or any member of the Solicitor’s Staff to commit an offence under the Proceeds of Crime Xxx 0000 or the Terrorism Xxx 0000. If: the Solicitor breaches any of its obligations under Clause 13.1 and Clause 13.2; or the Solicitor or any member of the Solicitor’s Staff commits any Fraud in relation to the Contract or any other contract with the Client or any other person, the Client may recover in full from the Solicitor and the Solicitor shall on demand indemnify the Client in full against any and all losses sustained by the Client in consequence of the relevant breach or commission of Fraud, including the cost reasonably incurred by the Client of making other arrangements for the supply of the Contract Services and any additional expenditure incurred by the Client in relation thereto. TRANSFER AND SUB-CONTRACTING The 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 Client’s prior written consent. The Client has consented to the engagement of any Sub-Contractors specifically identified in the Letter of Appointment. The 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 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 Client; or any private sector body which substantially performs the functions of the Client, provided that any such assignment, novation or other disposal shall not increase the burden of the Solicitor's obligations under the Contract. Any change in the legal status of the 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 Client. 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 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 Client in Clause 8 shall be available to the 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 Solicitor. The Client may disclose to any Transferee any Confidential Information of the Solicitor which relates to the performance of the Solicitor's obligations under the Contract. In such circumstances the Client shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Solicitor'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.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit not: offer or give, or agree to give, to any employee, agent, servant or representative of the Customer, or other Contracting Body, or any other public body or 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 this Call-Off Agreement; engage in and shall procure that all Supplier Staff or any person acting on the Supplier's behalf shall not commit, in connection with this Call Call-Off ContractAgreement, any a Prohibited Act. The Supplier shall: in relation to this Call Off Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of 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 or any Contracting Body or any other public body or any person employed by or on behalf of the Customer or any public body in connection with this Call-Off Agreement; immediately notify and entered into this Call-off Agreement 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 Contracting Body, or any other public body or any person employed by or on behalf of the Customer in connection with this 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 if it suspects or becomes aware of any breach before execution of this Clause 46; respond promptly to any of the Customer’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 and the Supplier shall coCall-operate with any investigation and allow the Customer to audit the 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 Call Off Commencement Date, and annually thereafter, certify to the Customer in writing of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriateAgreement. If the Supplier, the Supplier Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches breaches: this Clause 46 2.1; or the Bribery Act 2010 in relation to this Call-Off Agreement or any other contract with the Customer or Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body in connection with this Call-Off Agreement, the Customer shall be entitled to terminate this Call Call-Off Contract for Material BreachAgreement by written notice with immediate effect. Without prejudice to its other rights and remedies under this Clause 462.1, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer in consequence of any breach of this Clause 462.1.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier Solicitor shall not commit not: offer or give, or agree to give, to any employee, agent, servant or representative of the Client, any Contracting Body or any other public body or any person employed by or on behalf of the 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 Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf shall not commit, in connection with this Call Off the Contract, a Prohibited Act under the Bribery Act 2010, or any Prohibited Actother 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 Client, any Contracting Body or any other public body or any person employed by or on behalf of the 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 Client or any other public body or any person employed by or on behalf of the 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 Client and the Authority before execution of the Contract. The Solicitor shall: in relation to this Call Off the Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance; immediately notify the Customer and the Authority Client if it suspects or becomes aware of any breach of this Clause 4611; respond promptly to any of the CustomerClient’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 11 and the Supplier Solicitor shall co-operate with any investigation and allow the Customer Client to audit the 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 Call Off Commencement Datecommencement date of the Contract, and annually thereafter, certify to the Customer Client in writing of the Supplier compliance with this Clause 11 by the Solicitor and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46the 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 it the Solicitor and any of the Solicitor’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 Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf, in all cases whether or not acting with the SupplierSolicitor's knowledge breaches breaches: this Clause 46 11; or the Customer Bribery Act 2010 in relation to the Contract or any other contract with the Client or any other public body or any person employed by or on behalf of the Client or a public body in connection with the Contract, the Client shall be entitled to terminate this Call Off the Contract for Material Breachby written notice with immediate effect. Without prejudice to its other rights and remedies under this Clause 4611, the Customer Client shall be entitled to recover in full from the Supplier Solicitor and the Supplier Solicitor shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Client in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer Client in consequence of any breach of this Clause 4611. NON-DISCRIMINATION The 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 Solicitor shall take all reasonable steps to secure the observance of Clause 12.1 by all the Solicitor’s Staff employed in the execution of the Contract. PREVENTION OF FRAUD The Solicitor shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by the Solicitor and any member of the Solicitor’s Staff. The Solicitor shall notify the 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 Solicitor or any member of the Solicitor’s Staff to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If: the Solicitor breaches any of its obligations under Clause 13.1 and Clause 13.2; or the Solicitor or any member of the Solicitor’s Staff commits any Fraud in relation to the Contract or any other contract with the Client or any other person, the Client may recover in full from the Solicitor and the Solicitor shall on demand indemnify the Client in full against any and all losses sustained by the Client in consequence of the relevant breach or commission of Fraud, including the cost reasonably incurred by the Client of making other arrangements for the supply of the Contract Services and any additional expenditure incurred by the Client in relation thereto. TRANSFER AND SUB-CONTRACTING The 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 Client’s prior written consent. The Client has consented to the engagement of any Sub-Contractors specifically identified in the Letter of Appointment. The 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 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 Client; or any private sector body which substantially performs the functions of the Client, provided that any such assignment, novation or other disposal shall not increase the burden of the Solicitor's obligations under the Contract. Any change in the legal status of the 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 Client. 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 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 Client in Clause 8 shall be available to the 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 Solicitor. The Client may disclose to any Transferee any Confidential Information of the Solicitor which relates to the performance of the Solicitor's obligations under the Contract. In such circumstances the Client shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Solicitor'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.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit not: offer or give, or agree to offer or give, to any Relevant Person 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 this Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Staff Staff, or any person acting on the Supplier's behalf shall not commit, in connection with this Framework Agreement, a Prohibited Act. The Supplier warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement breached any of the provisions in Clause 8.1 and each time a Call Off ContractAgreement 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; or paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any Relevant Person in connection with this Framework Agreement; and entered into this Framework Agreement with knowledge, that, in connection with it, any Prohibited Actmoney has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier shall: in relation to this Call Off ContractFramework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 20102010 available at: xxxx://xxx.xxxxxxx.xxx.xx/guidance/docs/bribery-act-2010-guidance.pdf; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 468; respond promptly to any of the Customer’s Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 46 8 and the Supplier shall co-operate with any investigation and allow the Customer Authority to audit the Supplier’s '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 Call Off Commencement Date, and annually thereafter, certify . Any audit conducted pursuant to Clause 8.3.3 shall be in addition to the Customer in writing number of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with audits permitted under Clause 15 of this Call Off Contract compliance with this Clause 46Framework Agreement. The Supplier shall shall, if requested, provide such supporting evidence the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance as with the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Bribery Act and shall enforce it where appropriate2010. If the Supplier, the Staff Staff, or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches breaches: this Clause 46 8; or the Customer Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Call Off Contract for Material BreachFramework Agreement. Without prejudice to its other rights and remedies under this Clause 468, the Customer Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) in full from and against: the amount of value of any such gift, consideration or commission; commission and the Supplier shall on demand indemnify the Authority in full from and against any other Loss sustained by the Customer Authority in consequence of any breach of this Clause 468 (Prevention of Bribery and Corruption). For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with Clause 14 does not constitute a payment of commission for the purposes of this Clause 8. For the avoidance of doubt, references to “commission” in this Clause 8 does not include the Management Charge.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier Service Provider shall not commit not: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or the Other Contracting Bodies, or any other public body or person employed by or on behalf of the Authority, 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 this Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Staff Service Provider Staff, consultants, agents Sub-Contractors or Suppliers or any person acting on the SupplierService Provider's behalf shall not commit, in connection with this Call Framework Agreement, a Prohibited Act under the Xxxxxxx Xxx 0000, or any other relevant Laws, statutes, regulations or codes in relation to bribery and anti-corruption. The Service Provider warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement, done any of the things prohibited in Clause 9.1 and each time a Call-Off ContractAgreement is entered into this warranty shall be deemed to be repeated by the Service Provider with reference to the circumstances existing at the time that the warranty is deemed to be repeated; or paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority or a public body in connection with this Framework Agreement; or entered into this Framework Agreement with knowledge, that, in connection with it, any Prohibited Actmoney has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier Service Provider shall: in relation to this Call Off ContractFramework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 469; respond promptly to any of the Customer’s Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 46 9 and the Supplier Service Provider shall co-operate with any investigation and allow the Customer Authority to audit the Supplier’s Service Provider'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 Call Off Commencement Date, and annually thereafter, certify Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the Customer in writing number of audits permitted under Clause 17 of this Framework Agreement. If the Supplier and all persons associated with it Service Provider, the Service Provider Staff or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff Suppliers or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, the Staff or any person acting on the SupplierService Provider's behalf, in all cases whether or not acting with the SupplierService Provider's knowledge breaches breaches: this Clause 46 9; or the Customer Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Call Off Contract for Material BreachFramework Agreement and any Call‑Off Agreement by written notice with immediate effect in accordance with Clause 26.1 (Termination on Bribery and Corruption). Without prejudice to its other rights and remedies under this Clause 469, the Customer Authority shall be entitled to recover in full from the Supplier Service Provider and the Supplier Service Provider shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Authority in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer Authority in consequence of any breach of this Clause 469. For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with Clause 16 does not constitute a payment of commission for the purposes of this Clause 9. CONFLICTS OF INTEREST The Service Provider shall take appropriate steps to ensure that neither the Service Provider nor the Service Provider’s Staff are placed in a position where (in the reasonable opinion of the Authority) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Service Provider or the Service Provider’s Staff and the duties owed to the Authority and Other Contracting Bodies under the provisions of this Framework Agreement or any Call-Off Agreement. The Service Provider shall promptly notify and provide full particulars to the Authority or the relevant Other Contracting Body if such conflict referred to in Clause 10.1 above arises or may reasonably been foreseen as arising. The Authority reserves the right to terminate this Framework Agreement immediately by giving notice in writing to the Service Provider and/or to take such other steps it deems necessary where, in the reasonable opinion of the Authority, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Service Provider and the duties owed to the Authority under the provisions of this Framework Agreement or any Call-Off Agreement. The action of the Authority pursuant to this Clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Authority. SAFEGUARD AGAINST FRAUD The Service Provider shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any fraudulent activity (including Fraud) by the Service Provider and the Service Provider’s Staff (which for the purposes of this Clause 11 shall include its shareholders holding in excess of fifty per cent (50%) of the entire issued share capital of the Service Provider and directors). The Service Provider shall notify the Authority immediately if it has reason to suspect that any Fraud has occurred, is occurring or is likely to occur, save where complying with this provision would cause the Service Provider or its employees to commit an offence under the Proceeds of Crime Xxx 0000 or the Terrorism Xxx 0000. If the Service Provider or the Service Provider Staff commits Fraud in relation to this Framework Agreement, a Call-Off Agreement or any other contract with the Crown (including the Authority), the Authority may: terminate this Framework Agreement with immediate effect by giving the Service Provider notice in writing, and recover from the Service Provider the amount of any loss suffered by the Authority resulting from the termination, including the cost reasonably incurred by the Authority of making other arrangements for the supply of the Services and any additional expenditure incurred by the Authority throughout the remainder of the Term; or recover in full from the Service Provider and the Service Provider shall on demand indemnify the Authority in full from and against any other loss sustained by the Authority in consequence of any breach of this Clause 11. CALL-OFF AGREEMENT PERFORMANCE The Service Provider shall perform all its obligations under all Call-Off Agreements entered into with the Authority or any Other Contracting Body: in accordance with the requirements of this Framework Agreement; in accordance with the terms and conditions of the respective Call-Off Agreements; in accordance with Good Industry Practice; with appropriately experienced, qualified and trained personnel with all due skill, care and diligence; and in compliance with all applicable Laws. The Service Provider shall draw any conflict between any of the requirements of sub‑Clauses 12.1.1 or 12.1.2 and those of sub-Clause 12.1.3 to the attention of the Authority and shall comply with the Authority's decision on the resolution of that conflict. The Service Provider shall comply with its obligations as to the verification of Temporary Workers and Candidates recommended to the Authority in a Short List as set out in paragraph:4.3 of Schedule 1. For the purposes of sub-Clause 12.1 if there is any conflict between the requirements of this Framework Agreement and the terms and conditions of the respective Call-Off Agreements the conflict shall be resolved in accordance with the following order of precedence: this Framework Agreement (excluding Framework Schedule 4); Framework Schedules 1‑3 and 5‑20; Call-Off Agreement; the completed Order Form; any other document referred to in the Call-Off Agreement (not including the Framework Agreement). STATUTORY REQUIREMENTS AND STANDARDS The Service Provider shall be responsible for obtaining and maintaining all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call-Off Agreement. The Service Provider shall comply with the Standards in performing its obligations under this Framework Agreement and as set out in Schedule 13. NON-DISCRIMINATION The Service Provider shall not, and shall procure that the Service Provider Staff, Sub‑Contractors and Suppliers do not, unlawfully discriminate either directly or indirectly when performing their obligations under this Framework Agreement and any Call-Off Agreement within the meaning and scope of any Law, enactment, order or regulation relating to discrimination on grounds of race, gender, religion or religious belief, colour, ethnic or national origin, disability, sexual orientation, age or otherwise. The Service Provider shall take all reasonable steps to secure the observance of Clause 14.1 by all the Service Provider's Staff and shall comply with any Authority’s policy on the matters set out in Clause 14.1, as reasonably directed by the Authority. In performing its obligations under this Framework Agreement the Service Provider shall treat all Contracting Bodies in the same manner, regardless of their size.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit not: offer or give, or agree to offer or give, to any Relevant Person 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 this Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Staff Staff, or any person acting on the Supplier's behalf shall not commit, in connection with this Framework Agreement, a Prohibited Act. The Supplier warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement breached any of the provisions in Clause 7.1 and each time a Call Off ContractAgreement 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; or paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any Relevant Person in connection with this Framework Agreement; and entered into this Framework Agreement with knowledge, that, in connection with it, any Prohibited Actmoney has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier shall: in relation to this Call Off ContractFramework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 20102010 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx-xxx-0000-xxxxxxxx.xxx; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 467; respond promptly to any of the Customer’s Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 46 7 and the Supplier shall co-operate with any investigation and allow the Customer Authority to audit the Supplier’s 's books, records and any other relevant documentation in connection with the breach; if so required by the Customer, within twenty (20. Any audit conducted pursuant to Clause 7.3(c) Working Days of the Call Off Commencement Date, and annually thereafter, certify shall be in addition to the Customer in writing number of the Supplier audits permitted under Clause 14 (Records and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with Audit Access) of this Call Off Contract compliance with this Clause 46Framework Agreement. The Supplier shall shall, if requested, provide such supporting evidence the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance as with the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Bribery Act and shall enforce it where appropriate2010. If the Supplier, the Staff Staff, or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches breaches: this Clause 46 7; or the Customer Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Call Off Contract for Material BreachFramework Agreement. Without prejudice to its other rights and remedies under this Clause 467, the Customer Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) in full from and against: the amount of value of any such gift, consideration or commission; commission and the Supplier shall on demand indemnify the Authority in full from and against any other Loss sustained by the Customer Authority in consequence of any breach of this Clause 467 (Prevention of Bribery and Corruption). For the avoidance of doubt, the Parties agree that the Management Charges payable in accordance with Clause 40 do not constitute a payment of commission for the purposes of this Clause 7 (Prevention of Bribery and Corruption). If the Supplier becomes aware that a tender has been submitted in respect of this Framework Agreement by an Affiliated Company to the Supplier, the Supplier shall notify the Authority immediately. Any failure to notify the Authority of a tender submitted by an Affiliated Company may be deemed collusive behaviour and the Authority shall be entitled to terminate this Framework Agreement pursuant to Clause 23.1(l).

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit not: offer or give, or agree to give, to any employee, agent, servant or representative of the Authority, or any other public body or person employed by or on behalf of the Authority, 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 this Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Staff Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in connection with this Call Off Contract, a Prohibited Act under the Bribery Act 2010, or any Prohibited Actother relevant laws, statutes, regulations or codes in relation to bribery and anti-corruption; and commit any offences under the Prevention of Corruption Acts 1889 to 1916. The Supplier warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement it has not breached the undertakings in Clause 10.1. Each time a Call-Off 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; and paid commission or agreed to pay commission to 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; and entered into this Framework Agreement and the Call-Off Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, 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 this Contract; The Supplier shall: in relation to this Call Off ContractFramework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 46clause 9; respond promptly to any of the CustomerAuthority’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 clause 9 and the Supplier shall co-operate with any investigation and allow the Customer Authority to audit the 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 Call Off Commencement Date, and annually thereafter, certify . Any audit conducted pursuant to clause 10.3.3 shall be in addition to the Customer in writing number of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with audits permitted under clause 17 of this Call Off Contract compliance with this Clause 46. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriateFramework Agreement. If the Supplier, the Staff its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches breaches: this Clause 46 clause 10; or the Customer Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Call Framework Agreement and the Call-Off Contract for Material BreachAgreement by written notice with immediate effect [in accordance with Clause 27.1 (Termination on Corruption)]. Without prejudice to its other rights and remedies under this Clause 4610, the Customer Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Authority in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer Authority in consequence of any breach of this Clause 4610.1. 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 10.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier shall not commit not: offer or give, or agree to give, to any Relevant Person, 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 this Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Supplier Staff or any person acting on the Supplier's behalf shall not commit, in connection with this Call Framework Agreement, a Prohibited Act. The Supplier warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement breached the undertakings in Clause 9.1 and each time a Call-Off ContractAgreement 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; and paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any Relevant Person in connection with this Framework Agreement; and entered into this Framework Agreement with knowledge, that, in connection with it, any Prohibited Actmoney has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier shall: in relation to this Call Off ContractFramework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Xxxxxxx Xxx 0000; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 469; respond promptly to any of the Customer’s Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 46 9 and the Supplier shall co-operate with any investigation and allow the Customer Authority to audit the Supplier’s '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 Call Off Commencement Date, and annually thereafter, certify Any audit conducted pursuant to Clause 9.3.3 shall be in addition to the Customer in writing number of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with audits permitted under Clause 17 of this Call Off Contract compliance with this Clause 46Framework Agreement. The Supplier shall shall, if requested, provide such supporting evidence the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance as with the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriateXxxxxxx Xxx 0000. If the Supplier, the Staff Supplier Staff, consultants, agents or Sub-Contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches breaches: this Clause 46 9; or the Customer Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Call Off Contract for Material BreachFramework Agreement. Without prejudice to its other rights and remedies under this Clause 469, the Customer Authority shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Authority in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer Authority in consequence of any breach of this Clause 469. For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with Clause 16 does not constitute a payment of commission for the purposes of this Clause 9. CONFLICTS OF INTEREST The Supplier shall take appropriate steps to ensure that neither the Supplier nor Supplier’s Staff are placed in a position where (in the reasonable opinion of the Authority) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier or the Supplier’s Staff and the duties owed to the Authority and Other Contracting Bodies under the provisions of this Framework Agreement or any Call-Off Agreement. The Supplier shall promptly notify and provide full particulars to the Authority or the relevant Other Contracting Body if such conflict referred to in Clause 10.1 above arises or may reasonably been foreseen as arising. The Authority reserves the right to terminate this Framework Agreement immediately by giving notice in accordance with Clause 26.1 and/or to take such other steps it deems necessary where, in the reasonable opinion of the Authority, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier and the duties owed to the Authority under the provisions of this Framework Agreement or any Call-Off Agreement. The action of the Authority pursuant to this Clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Authority. SAFEGUARD AGAINST FRAUD The Supplier shall prevent, and shall procure that the Supplier Staff prevent, any Fraud in accordance with Good Industry Practice. The Supplier shall notify the Authority immediately if it has reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Supplier or its employees to commit an offence under the Proceeds of Crime Xxx 0000 or the Terrorism Xxx 0000. If the Supplier or the Supplier’s Staff commits Fraud in relation to this Framework Agreement, a Call-Off Agreement or any other contract with the Crown (including the Authority), the Authority may: terminate this Framework Agreement with immediate effect by giving the Supplier notice in accordance with Clause 26.2; or recover in full from the Supplier and the Supplier shall on demand indemnify in full and hold the Authority harmless from and against any other loss sustained by the Authority in consequence of any breach of this Clause 11. CALL-OFF AGREEMENT PERFORMANCE The Supplier shall perform all its obligations under all Call-Off Agreements entered into with the Authority or any Other Contracting Body: in accordance with the requirements of this Framework Agreement; in accordance with the terms and conditions of the respective Call-Off Agreements; in accordance with Good Industry Practice; with appropriately experienced, qualified and trained personnel with all due skill, care and diligence; and in compliance with all applicable Laws. The Supplier shall draw any conflict between any of the requirements of sub‑Clauses 12.1.1 or 12.1.2 and those of sub-Clause 12.1.3 to the attention of the Authority and shall comply with the Authority's decision on the resolution of that conflict. STATUTORY REQUIREMENTS AND STANDARDS The Supplier shall be responsible for obtaining and maintaining all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call-Off Agreement. The Supplier shall comply with the Standards in performing its obligations under this Framework Agreement and as set out in Schedule 13.

PREVENTION OF BRIBERY AND CORRUPTION. The Supplier Solicitor shall not commit not: offer or give, or agree to give, to any employee, agent, servant or representative of the Client, any Contracting Body or any other public body or any person employed by or on behalf of the 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 Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf shall not commit, in connection with this Call Off the Contract, a Prohibited Act under the Xxxxxxx Xxx 0000, or any Prohibited Actother 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 Client, any Contracting Body or any other public body or any person employed by or on behalf of the 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 Client or any other public body or any person employed by or on behalf of the 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 Client and the Authority before execution of the Contract. The Solicitor shall: in relation to this Call Off the Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010Guidance; immediately notify the Customer and the Authority Client if it suspects or becomes aware of any breach of this Clause 4611; respond promptly to any of the CustomerClient’s enquiries regarding any breach, potential breach or suspected breach of this Clause 46 11 and the Supplier Solicitor shall co-operate with any investigation and allow the Customer Client to audit the 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 Call Off Commencement Datecommencement date of the Contract, and annually thereafter, certify to the Customer Client in writing of the Supplier compliance with this Clause 11 by the Solicitor and all persons associated with it or its Sub-Contractors or other persons who are supplying the Goods and/or Services in connection with this Call Off Contract compliance with this Clause 46the 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 it the Solicitor and any of the Solicitor’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 Solicitor’s Staff or any person acting on the SupplierSolicitor's behalf, in all cases whether or not acting with the SupplierSolicitor's knowledge breaches breaches: this Clause 46 11; or the Customer Xxxxxxx Xxx 0000 in relation to the Contract or any other contract with the Client or any other public body or any person employed by or on behalf of the Client or a public body in connection with the Contract, the Client shall be entitled to terminate this Call Off the Contract for Material Breachby written notice with immediate effect. Without prejudice to its other rights and remedies under this Clause 4611, the Customer Client shall be entitled to recover in full from the Supplier Solicitor and the Supplier Solicitor shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) Client in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss loss sustained by the Customer Client in consequence of any breach of this Clause 4611. NON-DISCRIMINATION The 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 Solicitor shall take all reasonable steps to secure the observance of Clause 12.1 by all the Solicitor’s Staff employed in the execution of the Contract. PREVENTION OF FRAUD The Solicitor shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by the Solicitor and any member of the Solicitor’s Staff. The Solicitor shall notify the 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 Solicitor or any member of the Solicitor’s Staff to commit an offence under the Proceeds of Crime Xxx 0000 or the Terrorism Xxx 0000. If: the Solicitor breaches any of its obligations under Clause 13.1 and Clause 13.2; or the Solicitor or any member of the Solicitor’s Staff commits any Fraud in relation to the Contract or any other contract with the Client or any other person, the Client may recover in full from the Solicitor and the Solicitor shall on demand indemnify the Client in full against any and all losses sustained by the Client in consequence of the relevant breach or commission of Fraud, including the cost reasonably incurred by the Client of making other arrangements for the supply of the Contract Services and any additional expenditure incurred by the Client in relation thereto. TRANSFER AND SUB-CONTRACTING The 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 Client’s prior written consent. The Client has consented to the engagement of any Sub-Contractors specifically identified in the Letter of Appointment. The 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 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 Client; or any private sector body which substantially performs the functions of the Client, provided that any such assignment, novation or other disposal shall not increase the burden of the Solicitor's obligations under the Contract. Any change in the legal status of the 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 Client. 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 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 Client in Clause 8 shall be available to the 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 Solicitor. The Client may disclose to any Transferee any Confidential Information of the Solicitor which relates to the performance of the Solicitor's obligations under the Contract. In such circumstances the Client shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Solicitor'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.