Common use of PREVENTION OF BRIBERY Clause in Contracts

PREVENTION OF BRIBERY. 29.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreement: (a) establish, maintain and enforce, and require that its Sub- contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 If the Supplier makes a notification to the Authority pursuant to clause 29.4, the Supplier shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with clause 22. 29.6 If the Supplier is in Default under clause 29.1 and/or clause 29.2, the Authority may by notice:‌ (a) require the Supplier to remove from performance of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 Any notice served by the Authority under clause 29.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 26.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌Date: (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 26.2 The Supplier shall not during the term of this agreement:‌agreement: (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 26.3 The Supplier shall during the term of this agreement: (a) establish, maintain and enforce, and require that its Sub- contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) keep appropriate records of its compliance with its obligations under clause 29.3(a26.3(a) and make such records available to the Authority on request. 29.4 26.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 26.1 and/or clause 29.226.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌have: (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 26.5 If the Supplier makes a notification to the Authority pursuant to clause 29.426.4, the Supplier shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with clause 22. 29.6 26.6 If the Supplier is in Default under clause 29.1 26.1 and/or clause 29.226.2, the Authority may by notice:‌notice: (a) require the Supplier to remove from performance of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 26.7 Any notice served by the Authority under clause 29.6 26.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's ’s Personnel, have at any time prior to the Commencement Date:‌Date: (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌Term: (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's ’s employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreementTerm: (a) establish, maintain and enforce, and require that its Sub- Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplier's ’s Personnel have:‌have: (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 If the Supplier makes a notification to the Authority pursuant to clause 29.4, the Supplier shall respond promptly to the Authority's ’s enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with clause 2225. 29.6 If the Supplier is in Default under clause 29.1 and/or clause 29.2, the Authority may by notice:‌notice: (a) require the Supplier to remove from performance of this agreement any Supplier's ’s Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 Any notice served by the Authority under clause 29.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 30.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌Date: (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 30.2 The Supplier and the Supplier's Personnel shall not during the term of this agreement:‌Term: (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority University or any of the AuthorityUniversity's employees, consultants, contractors, sub- contractors subcontractors or agents to contravene any of the Bribery Act Laws or Tax Evasion Laws or otherwise incur any liability in relation to the Bribery ActLaws or Tax Evasion Laws. 29.3 30.3 The Supplier shall during the term of this agreementTerm: (a) establish, maintain and enforce, and require that its Sub- contractors Sub-Contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Laws and the Tax Evasion Laws (including the Bribery Act 2010 and the Criminal Finances Act 2017) and prevent the occurrence of a Prohibited Act; and‌; (b) promptly report to the University any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract, including in relation to the facilitation of tax evasion; and (c) keep appropriate records of its compliance with its obligations under clause 29.3(a30.3(a) and (b) and make such records available to the Authority University on request. 29.4 30.4 The Supplier shall immediately notify the Authority University in writing if it becomes aware of any breach of clause 29.1 30.1 and/or clause 29.230.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌have: (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement the Contract or otherwise suspects that any person or Party directly or indirectly connected with this agreement the Contract has committed or attempted to commit a Prohibited Act. 29.5 30.5 If the Supplier makes a notification to the Authority University pursuant to clause 29.430.4, the Supplier shall respond promptly to the AuthorityUniversity's enquiries, co-operate with any investigation, and allow the Authority University to audit any books, records and/or any other relevant documentation in accordance with clause 2224. 29.6 30.6 If the Supplier is in Default under breach of any of its obligations set out in clause 29.1 30.1 and/or clause 29.230.2, the Authority University may by notice:‌notice: (a) require the Supplier to remove from performance of this agreement the Contract any Supplier's Personnel whose acts or omissions have caused the Defaultbreach; or (b) immediately terminate this agreementthe Contract. 29.7 30.7 Any notice served by the Authority University under clause 29.6 30.6 shall specify the nature of the Prohibited Act, the identity of the Party party who the Authority University believes has committed the Prohibited Act and the action that the Authority University has elected to take (including, where relevant, the date on which this agreement the Contract shall terminate).

PREVENTION OF BRIBERY. 29.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's ’s Personnel, have at any time prior to the Commencement Date:‌Date: (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌Term: (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's ’s employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreementTerm: (a) establish, maintain and enforce, and require that its Sub- Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplier's ’s Personnel have:‌have: (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 If the Supplier makes a notification to the Authority pursuant to clause 29.4, the Supplier shall respond promptly to the Authority's ’s enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with clause 2225. 29.6 If the Supplier is in Default under clause 29.1 and/or clause 29.2, the Authority may by notice:‌notice: (a) require the Supplier to remove from performance of this agreement any Supplier's ’s Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 Any notice served by the Authority under clause 29.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 33.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreementService Provider: (a) establish, maintain and enforceshall not, and require shall procure that its Sub- contractors establishany Service Provider Party and all Service Provider Personnel shall not, maintain and enforce, policies and procedures which are adequate to ensure compliance in connection with the Bribery Act and prevent the occurrence of this Agreement commit a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by warrants, represents and undertakes that it is not aware of any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of being given to any kind person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the performance execution of this agreement Agreement, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Agreement. 33.2 The Service Provider shall: (a) 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 otherwise suspects that agency in any person or Party directly or indirectly connected relevant jurisdiction for the purpose of compliance with the Bribery Act; (b) within 14 Working Days of the Commencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the Service Provider) compliance with this agreement has committed clause 33 by the Service Provider and all persons associated with it or attempted other persons who are supplying goods or services in connection with this Agreement. The Service Provider shall provide such supporting evidence of compliance as the Council may reasonably request. 33.3 The Service Provider shall have an anti-bribery policy (which shall be disclosed to commit the Council) to prevent any Service Provider Party or Service Provider Personnel from committing a Prohibited ActAct and shall enforce it where appropriate. 29.5 33.4 If any breach of clause 33.1 is suspected or known, the Service Provider must notify the Council immediately. 33.5 If the Supplier makes Service Provider notifies the Council that it suspects or knows that there may be a notification to the Authority pursuant to breach of clause 29.433.1, the Supplier shall Service Provider must respond promptly to the AuthorityCouncil's enquiries, co-operate with any investigation, and allow the Authority Council to audit any books, records and/or and any other relevant documentation in accordance with clause 22documentation. This obligation shall continue for 7 years following the expiry or termination of this Agreement. 29.6 If 33.6 The Council may terminate this Agreement by written notice with immediate effect if the Supplier is Service Provider, Service Provider Party or Service Provider Personnel (in Default all cases whether or not acting with the Service Provider's knowledge) breaches clause 33.1. In determining whether to exercise the right of termination under this clause 29.1 and/or clause 29.233.6, the Authority may Council shall give all due consideration, where appropriate, to action other than termination of this Agreement unless the Prohibited Act is committed by notice:‌the Service Provider or a senior officer of the Service Provider or by an employee, Sub- Contractor or supplier not acting independently of the Service Provider. The expression "not acting independently of" (when used in relation to the Service Provider or a Sub-Contractor) means and shall be construed as acting: (a) require with the Supplier authority; or, (b) with the actual knowledge; of any one or more of the directors of the Service Provider or the Sub-Contractor (as the case may be); or (c) in circumstances where any one or more of the directors of the Service Provider ought reasonably to remove from performance have had knowledge. 33.7 Any notice of termination under clause 33.6 must specify: (a) the nature of the Prohibited Act; (b) the identity of the party whom the Council believes has committed the Prohibited Act; and (c) the date on which this agreement Agreement will terminate. 33.8 Notwithstanding the provisions of clause 20 (Dispute resolution), any Supplier's Personnel whose acts or omissions have caused dispute relating to: (a) the Defaultinterpretation of clause 33; or (b) immediately terminate this agreementthe amount or value of any gift, consideration or commission, shall be determined by the Council and its decision shall be final and conclusive. 29.7 33.9 Any notice served by the Authority termination under clause 29.6 shall specify 33.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate)Council.

PREVENTION OF BRIBERY. 29.1 The Supplier Contractor represents and warrants that neither it, nor any of the Contractor’s Staff: has committed a Prohibited Act; to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act has been or been formally notified that it is subject to an investigation investigation, inquiry or prosecution which relates to an enforcement proceedings by a governmental, administrative or regulatory body regarding any Prohibited Act or alleged Prohibited Act; and/or (b) or has been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 . The Supplier Contractor shall not promptly notify the Authority if, at any time during the term of this agreement:‌ Term, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out in Clause 25.1 at the relevant time. The Contractor shall (aand shall procure that the Contractor’s Staff shall) during the Term: not commit a Prohibited Act; and/or (b) not do or suffer omit to do anything to be done which that would cause the Authority or any of the Authority's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act Relevant Requirements or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreement: (a) establish, Relevant Requirements; have and maintain and enforce, and require that in place its Sub- contractors establish, maintain and enforce, own policies and procedures which are adequate to ensure compliance with the Bribery Act Relevant Requirements and prevent the occurrence of a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority (in writing writing) if it becomes aware of any breach of clause 29.1 and/or clause 29.2Clause 25.3.1 or Clause 25.3.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) person associated with it has received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected agreement. The Contractor shall maintain appropriate and up to date records showing all payments made by the Contractor in connection with this agreement has committed or attempted and the steps taken to commit a Prohibited Act. 29.5 If the Supplier makes a notification to the Authority pursuant to clause 29.4, the Supplier comply with its obligations under Clause 25.3. The Contractor shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority and its third party representatives access to audit any books, these records and/or any other relevant documentation in accordance with clause 22. 29.6 within 5 workings days of a written request from the Authority or its third party representatives. If the Supplier Contractor is in Default default under clause 29.1 and/or clause 29.2, this Clause 25 the Authority may by notice:‌ (a) notice: require the Supplier Contractor to remove from performance of this agreement any Supplier's Contractor Personnel whose acts or omissions have caused the Defaultdefault; or (b) or suspend payments and require the Contractor to suspend all work on the Project until any investigation is concluded; or immediately terminate this agreement. 29.7 Any . To the extent permitted by law, any notice served by the Authority under clause 29.6 Clause 25.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 The Supplier represents Lead Partner: shall not, and warrants shall procure that neither itits staff, nor to the best of its knowledge any Supplier's Personnelagents, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarredconsultants and sub-contractors shall not, suspendedin connection with this Agreement, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do shall not engage in any activity, practice or suffer anything to be done conduct which would cause the Authority constitute an offence under sections 1, 2 or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any 6 of the Bribery Act 2010 if such activity, practice or otherwise incur any liability conduct has been carried out in relation the UK; shall comply with the THET's anti-bribery policies, as updated from time to time and notified to the Bribery Act. 29.3 The Supplier Lead Partner; shall during have and shall maintain throughout the term of this agreement: (a) establish, maintain and enforce, and require that Agreement its Sub- contractors establish, maintain and enforce, own policies and procedures, including adequate procedures which are adequate under the Bribery Act 2010, to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Actparagraph 33; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available shall promptly report to the Authority on request. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of THET any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind received by the Lead Partner in connection with the performance Funded Activities; shall immediately notify THET in writing if a foreign public official becomes an officer or employee of the Lead Partner or acquires a direct or indirect interest in the Lead Partner, and the Lead Partner warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this agreement Agreement; shall, if requested, provide THET with any reasonable assistance, at the THET’s reasonable cost, to enable THET to perform any activity required by any relevant government or otherwise suspects that agency in any person or Party directly or indirectly connected relevant jurisdiction for the purpose of compliance with the Bribery Act; within one (1) month of the Commencement Date, and annually thereafter, certify to THET in writing (such certification to be signed by an officer of the Lead Partner) compliance with this agreement has committed paragraph 33 by the Lead Partner and all persons associated with it or attempted to commit a Prohibited Act. 29.5 If other persons who are supplying goods or services in connection with this Agreement. The Lead Partner shall provide such supporting evidence of compliance as THET may reasonably request. For the Supplier makes a notification to the Authority pursuant to clause 29.4purpose of this paragraph 33, the Supplier meaning of adequate procedures and foreign public official and whether a person is associated with another person shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation be determined in accordance with clause 22. 29.6 section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this paragraph 33, a person associated with the Lead Partner includes any agent, delegate or subcontractor of the Agent. If the Supplier is terms and conditions set out in Default under clause 29.1 and/or clause 29.2this Agreement are acceptable to the Lead Partner, please sign and date where indicated below, retain one copy for your records and return the Authority may by notice:‌ (a) require other signed copy to THET at the Supplier to remove from performance following address: 3rd Floor, 00-00 Xxxx Xxxxxx, London, EC2A 4NE Signatures: For and on behalf of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 Any notice served by the Authority under clause 29.6 shall specify the nature THET Signed: Name: Xxx Xxxxx Position: Chief Executive Officer Date: For and on behalf of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate).Lead Partner Signed: Name: Position: Date:

PREVENTION OF BRIBERY. 29.1 ‌ 36.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreementService Provider: (a) establish, maintain and enforceshall not, and require shall procure that its Sub- contractors establishany Service Provider Party and all Service Provider Personnel shall not, maintain and enforce, policies and procedures which are adequate to ensure compliance in connection with the Bribery Act and prevent the occurrence of this agreement commit a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by warrants, represents and undertakes that it is not aware of any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of being given to any kind person working for or engaged by the University, or that an agreement has been reached to that effect, in connection with the performance execution of this agreement agreement, excluding any arrangement of which full details have been disclosed in writing to the University before execution of this agreement. 36.2 The Service Provider shall: (a) if requested, provide the University with any reasonable assistance, at the University's reasonable cost, to enable the University to perform any activity required by any relevant government or otherwise suspects that agency in any person or Party directly or indirectly connected relevant jurisdiction for the purpose of compliance with the Bribery Act; (b) within 40 Working Days of the Commencement Date, and annually thereafter, certify to the University in writing (such certification to be signed by an officer of the Service Provider) compliance with this agreement has committed clause 36 by the Service Provider and all persons associated with it or attempted other persons who are supplying goods or services in connection with this agreement. The Service Provider shall provide such supporting evidence of compliance as the University may reasonably request. 36.3 The Service Provider shall have an anti-bribery policy (which shall be disclosed to commit the University) to prevent any Service Provider Party or Service Provider Personnel from committing a Prohibited ActAct and shall enforce it where appropriate. 29.5 36.4 If any breach of clause 36.1 is suspected or known, the Service Provider must notify the University immediately. 36.5 If the Supplier makes Service Provider notifies the University that it suspects or knows that there may be a notification to the Authority pursuant to breach of clause 29.436.1, the Supplier shall Service Provider must respond promptly to the AuthorityUniversity's enquiries, co-operate with any investigation, and allow the Authority University to audit any books, records and/or and any other relevant documentation in accordance with clause 22documentation. This obligation shall continue for 7 years following the expiry or termination of this agreement. 29.6 If 36.6 The University may terminate this agreement by written notice with immediate effect if the Supplier is Service Provider, Service Provider Party or Service Provider Personnel (in Default all cases whether or not acting with the Service Provider's knowledge) breaches clause 36. 1. In determining whether to exercise the right of termination under this clause 29.1 and/or clause 29.236.6, the Authority may University shall give all due consideration, where appropriate, to action other than termination of this agreement unless the Prohibited Act is committed by notice:‌the Service Provider or a senior officer of the Service Provider or by an employee, Sub-Contractor or supplier not acting independently of the Service Provider. The expression "not acting independently of" (when used in relation to the Service Provider or a Sub-Contractor) means and shall be construed as acting: (a) require with the Supplier University; or, (b) with the actual knowledge; of any one or more of the directors of the Service Provider or the Sub-Contractor (as the case may be); or (c) in circumstances where any one or more of the directors of the Service Provider ought reasonably to remove from performance have had knowledge. 36.7 Any notice of termination under clause 36.6 must specify: (a) the nature of the Prohibited Act; (b) the identity of the party whom the University believes has committed the Prohibited Act; and (c) the date on which this agreement will terminate. 36.8 Despite clause 23 (Dispute resolution), any Supplier's Personnel whose acts or omissions have caused dispute relating to: (a) the Defaultinterpretation of clause 36; or (b) immediately terminate this agreementthe amount or value of any gift, consideration or commission, shall be determined by the University and its decision shall be final and conclusive. 29.7 36.9 Any notice served by the Authority termination under clause 29.6 shall specify 36.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate)University.

PREVENTION OF BRIBERY. 29.1 45.1. The Supplier Contractor represents and warrants that neither it, nor to the best of its knowledge any Supplier's Contractor’s Personnel, have at any time prior to the Commencement Date:‌Date: (a) 45.1.1. committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/orand (b) 45.1.2. been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 45.2. The Supplier Contractor shall not during the term of this agreement:‌Agreement: (a) 45.2.1. commit a Prohibited Act; and/orand (b) 45.2.2. do or suffer anything to be done which would cause the Authority Councils or any of the Authority's Councils’ employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 45.3. The Supplier Contractor shall during the term of this agreementAgreement: (a) 45.3.1. establish, maintain and enforce, and require that its Sub- contractors Contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) 45.3.2. keep appropriate records of its compliance with its obligations under clause 29.3(a) 41.3.1 and make such records available to the Authority Councils on request. 29.4 45.4. The Supplier Contractor shall immediately notify the Authority Councils in writing if it becomes aware of any breach of clause 29.1 45.1 and/or clause 29.245.2, or has reason to believe that it has or any of the Supplier's Contractor’s Personnel have:‌have: (a) 45.4.1. been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) 45.4.2. been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/orand (c) 45.4.3. received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement Agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement Agreement has committed or attempted to commit a Prohibited Act. 29.5 45.5. If the Supplier Contractor makes a notification to the Authority Councils pursuant to clause 29.4, 45.4 the Supplier Contractor shall respond promptly to the Authority's Councils’ enquiries, co-operate with any investigation, and allow including allowing the Authority Councils to audit any books, records and/or any other relevant documentation in accordance with clause 2241. 29.6 45.6. If the Supplier Contractor is in Default under clause 29.1 45.1 and/or clause 29.245.2, the Authority Councils may by notice:‌notice: (a) 45.6.1. require the Supplier Contractor to remove from performance of this agreement Agreement any Supplier's Contractor’s Personnel whose acts or omissions have caused the Default; or (b) 45.6.2. immediately terminate this agreementAgreement. 29.7 45.7. Any notice served by the Authority under clause 29.6 45.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority Councils believes has committed the Prohibited Act and the action that the Authority Councils has elected to take (including, where relevant, the date on which this agreement Agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 30.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌Date: (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 30.2 The Supplier and the Supplier's Personnel shall not during the term of this agreement:‌Term: (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority University or any of the AuthorityUniversity's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act Laws or Tax Evasion Laws or otherwise incur any liability in relation to the Bribery ActLaws or Tax Evasion Laws. 29.3 30.3 The Supplier shall during the term of this agreementTerm: (a) establish, maintain and enforce, and require that its Sub- contractors Sub-Contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Laws and the Tax Evasion Laws (including the Xxxxxxx Xxx 0000 and the Criminal Finances Act 2017) and prevent the occurrence of a Prohibited Act; and‌; (b) promptly report to the University any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract, including in relation to the facilitation of tax evasion; and (c) keep appropriate records of its compliance with its obligations under clause 29.3(a30.3(a) and (b) and make such records available to the Authority University on request. 29.4 30.4 The Supplier shall immediately notify the Authority University in writing if it becomes aware of any breach of clause 29.1 30.1 and/or clause 29.230.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌have: (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement the Contract or otherwise suspects that any person or Party directly or indirectly connected with this agreement the Contract has committed or attempted to commit a Prohibited Act. 29.5 30.5 If the Supplier makes a notification to the Authority University pursuant to clause 29.430.4, the Supplier shall respond promptly to the AuthorityUniversity's enquiries, co-operate with any investigation, and allow the Authority University to audit any books, records and/or any other relevant documentation in accordance with clause 2224. 29.6 30.6 If the Supplier is in Default under breach of any of its obligations set out in clause 29.1 30.1 and/or clause 29.230.2, the Authority University may by notice:‌notice: (a) require the Supplier to remove from performance of this agreement the Contract any Supplier's Personnel whose acts or omissions have caused the Defaultbreach; or (b) immediately terminate this agreementthe Contract. 29.7 30.7 Any notice served by the Authority University under clause 29.6 30.6 shall specify the nature of the Prohibited Act, the identity of the Party party who the Authority University believes has committed the Prohibited Act and the action that the Authority University has elected to take (including, where relevant, the date on which this agreement the Contract shall terminate).

PREVENTION OF BRIBERY. 29.1 The Supplier Consultant represents and warrants that neither it, nor to the best of its knowledge any SupplierConsultant's Personnel, have at any time prior to the Commencement Date:‌Date: (a) 29.1.1 committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) 29.1.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier Consultant shall not during the term of this agreement:‌Agreement: (a) 29.2.1 commit a Prohibited Act; and/or (b) 29.2.2 do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier Consultant shall during the term of this agreementAgreement: (a) 29.3.1 establish, maintain and enforce, and require that its Sub- Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) 29.3.2 keep appropriate records of its compliance with its obligations under clause 29.3(a) Clause 29.3.1 and make such records available to the Authority on request. 29.4 The Supplier Consultant shall immediately notify the Authority in writing if it becomes aware of any breach of clause Clause 29.1 and/or clause Clause 29.2, or has reason to believe that it has or any of the SupplierConsultant's Personnel have:‌have: (a) 29.4.1 been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) 29.4.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) 29.4.3 received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement Agreement has committed or attempted to commit a Prohibited Act. 29.5 If the Supplier Consultant makes a notification to the Authority pursuant to clause Clause 29.4, the Supplier Consultant shall respond promptly to the Authority's enquiries, co-co- operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with clause 22Clause 11 (Records, Audit and Inspection). 29.6 If the Supplier Consultant is in Default under clause Clause 29.1 and/or clause Clause 29.2, the Authority may by notice:‌notice: (a) 29.6.1 require the Supplier Consultant to remove from performance of this agreement Agreement any SupplierConsultant's Personnel whose acts or omissions have caused the Default; or (b) 29.6.2 immediately terminate this agreementAgreement. 29.7 Any notice served by the Authority under clause Clause 29.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement Agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌Date: (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌agreement: (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreement: (a) establish, maintain and enforce, and require that its Sub- contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌have: (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 If the Supplier makes a notification to the Authority pursuant to clause 29.4, the Supplier shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with clause 22. 29.6 If the Supplier is in Default under clause 29.1 and/or clause 29.2, the Authority may by notice:‌notice: (a) require the Supplier to remove from performance of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 Any notice served by the Authority under clause 29.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 27.1 The Supplier represents and warrants that neither it, nor any Supplier Personnel: 27.1.1 has committed a Prohibited Act; 27.1.2 to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act has been or been formally notified that it is subject to an investigation investigation, inquiry or prosecution which relates to an enforcement proceedings by a governmental, administrative or regulatory body regarding any Prohibited Act or alleged Prohibited Act; and/oror (b) 27.1.3 has been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 27.2 The Supplier shall not promptly notify the Authority if, at any time during the term of this agreement:‌Term, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out in clause 27.1 at the relevant time. 27.3 The Suppler shall (aand shall procure that its Supplier Personnel shall) during the Term: 27.3.1 not commit a Prohibited Act; and/or; (b) 27.3.2 not do or suffer omit to do anything to be done which that would cause the Authority or any of the Authority's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act Relevant Requirements or otherwise incur any liability in relation to the Bribery Act.Relevant Requirements; 29.3 The Supplier shall during the term of this agreement: (a) establish, 27.3.3 have and maintain and enforce, and require that in place its Sub- contractors establish, maintain and enforce, own policies and procedures which are adequate to ensure compliance with the Bribery Act Relevant Requirements and prevent the occurrence of a Prohibited Act; and‌; (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately 27.3.4 notify the Authority (in writing writing) if it becomes aware of any breach of clause 27.3.1 or clause 29.1 and/or clause 29.227.3.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) person associated with it has received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected Agreement. 27.4 The Supplier shall maintain appropriate and up to date records showing all payments made by the Supplier in connection with this agreement has committed or attempted Agreement and the steps taken to commit a Prohibited Actcomply with its obligations under clause 27.3. 29.5 If the Supplier makes a notification to the Authority pursuant to clause 29.4, the 27.5 The Supplier shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority and its third party representatives to audit any books, of the Supplier's records and/or and any other relevant documentation in accordance with clause 2221. 29.6 27.6 If the Supplier is in Default default under this clause 29.1 and/or clause 29.2, 27 the Authority may by notice:‌notice: (a) 27.6.1 require the Supplier to remove from performance of this agreement Agreement any Supplier's Supplier Personnel whose acts or omissions have caused the Defaultdefault; or (b) 27.6.2 immediately terminate this agreementAgreement. 29.7 27.7 Any notice served by the Authority under clause 29.6 27.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement Agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreement13.1 [PROVIDER] shall: (a) establishcomply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including but not limited to the Xxxxxxx Xxx 0000 (“Relevant Requirements”); (b) have and shall maintain in place throughout the term of this Services Agreement its own ethics, anti-bribery and enforce, and require that its Sub- contractors establish, maintain and enforce, anti-corruption policies and procedures which are as approved by SafeLives in advance of the Commencement Date and from time to time, including but not limited to adequate procedures under the Xxxxxxx Xxx 0000 and as amended in accordance with the requirements of SafeLives (save that such amendments shall not be accepted if they would place [PROVIDER] in breach of the Relevant Requirements) or the relevant industry body from time to time, to ensure compliance with the Bribery Act Relevant Requirements and prevent the occurrence of a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Actwill enforce them where appropriate; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a promptly report to SafeLives any request or demand for any undue financial or other advantage of any kind received by [PROVIDER] in connection with the performance of this agreement or otherwise suspects Services Agreement; 13.2 [PROVIDER] shall ensure that any person or Party directly or indirectly connected associated with [PROVIDER] who is performing services in connection with this agreement has committed or attempted Services Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to commit a Prohibited Actthose imposed on [PROVIDER] in this clause 17(“Relevant Terms”). [PROVIDER] shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to SafeLives for any breach by such persons of any of the Relevant Terms. 29.5 If 13.3 Breach of this clause 17 shall be deemed a material breach under clause 39 (Termination on Default). 13.4 For the Supplier makes a notification to the Authority pursuant to purpose of this clause 29.417, the Supplier meaning of Adequate Procedures and Foreign Public Official and whether a person is associated with another person shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation be determined in accordance with clause 22. 29.6 If section 7(2) of the Supplier is in Default Xxxxxxx Xxx 0000 (and any guidance issued under clause 29.1 and/or clause 29.2section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the Authority may by notice:‌ (a) require the Supplier to remove from performance purposes of this agreement clause 17 a person associated with [PROVIDER] includes but is not limited to any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreementSubcontractor of [PROVIDER]. 29.7 Any notice served by the Authority under clause 29.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 The Supplier Consultant represents and warrants that neither it, nor to the best of its knowledge any SupplierConsultant's Personnel, have at any time prior to the Commencement Date:‌Date: (a) 29.1.1 committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) 29.1.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier Consultant shall not during the term of this agreement:‌Agreement: (a) 29.2.1 commit a Prohibited Act; and/or (b) 29.2.2 do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier Consultant shall during the term of this agreementAgreement: (a) 29.3.1 establish, maintain and enforce, and require that its Sub- Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) 29.3.2 keep appropriate records of its compliance with its obligations under clause 29.3(a) Clause 29.3.1 and make such records available to the Authority on request. 29.4 The Supplier Consultant shall immediately notify the Authority in writing if it becomes aware of any breach of clause Clause 29.1 and/or clause Clause 29.2, or has reason to believe that it has or any of the SupplierConsultant's Personnel have:‌have: (a) 29.4.1 been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) 29.4.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) 29.4.3 received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement Agreement has committed or attempted to commit a Prohibited Act. 29.5 If the Supplier Consultant makes a notification to the Authority pursuant to clause Clause 29.4, the Supplier Consultant shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with clause 22Clause 11 (Records, Audit and Inspection). 29.6 If the Supplier Consultant is in Default under clause Clause 29.1 and/or clause Clause 29.2, the Authority may by notice:‌notice: (a) 29.6.1 require the Supplier Consultant to remove from performance of this agreement Agreement any SupplierConsultant's Personnel whose acts or omissions have caused the Default; or (b) 29.6.2 immediately terminate this agreementAgreement. 29.7 Any notice served by the Authority under clause Clause 29.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement Agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 ‌ 28.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 28.2 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority HFEA or any of the AuthorityHFEA's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 28.3 The Supplier shall during the term of this agreement: (a) establish, maintain and enforce, and require that its Sub- Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority HFEA on request. 29.4 28.4 The Supplier shall immediately notify the Authority HFEA in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 28.5 If the Supplier makes a notification to the Authority HFEA pursuant to clause 29.4, the Supplier shall respond promptly to the AuthorityHFEA's enquiries, co-operate with any investigation, and allow the Authority HFEA to audit any books, records and/or any other relevant documentation in accordance with clause 2223. 29.6 28.6 If the Supplier is in Default under clause 29.1 and/or clause 29.2, the Authority HFEA may by notice:‌ (a) require the Supplier to remove from performance of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 28.7 Any notice served by the Authority HFEA under clause 29.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority HFEA believes has committed the Prohibited Act and the action that the Authority HFEA has elected to take (including, where relevant, the date on which this agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 ‌ 33.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌Date: (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 33.2 The Supplier shall not during the term of this agreement:‌agreement: (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 33.3 The Supplier shall during the term of this agreement: (a) establish, maintain and enforce, and require that its Sub- Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) keep appropriate records of its compliance with its obligations under clause 29.3(a33.3(a) and make such records available to the Authority on request. 29.4 33.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 33.1 and/or clause 29.233.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌have: (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 33.5 If the Supplier makes a notification to the Authority pursuant to clause 29.433.4, the Supplier shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with clause 2228. 29.6 33.6 If the Supplier is in Default under clause 29.1 33.1 and/or clause 29.233.2, the Authority may by notice:‌notice: (a) require the Supplier to remove from performance of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 33.7 Any notice served by the Authority under clause 29.6 33.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌Date: (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌Agreement: (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority Council or any of the AuthorityCouncil's employees, agents, representatives, consultants, contractors, sub- contractors or agents sub-contractors to contravene any of the provisions of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreementAgreement: (a) establish, maintain and enforce, and require that its Sub- contractors Sub-Contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority Council on request. 29.4 The Supplier shall immediately notify the Authority Council in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌have: (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement Agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement Agreement has committed or attempted to commit a Prohibited Act. 29.5 If the Supplier makes a notification to the Authority Council pursuant to clause 29.4, the Supplier shall respond promptly to the AuthorityCouncil's enquiries, co-operate with any investigation, and allow the Authority Council to audit any books, records and/or any other relevant documentation in accordance with clause 2224. 29.6 If the Supplier is in Default under breach of clause 29.1 and/or clause 29.2, the Authority Council may by notice:‌notice: (a) require the Supplier to remove from performance of this agreement Agreement any Supplier's Personnel whose acts or omissions have caused the Defaultsuch breach; or (b) immediately terminate this agreementAgreement. 29.7 Any notice served by the Authority Council under clause 29.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority Council believes has committed the Prohibited Act and the action that the Authority Council has elected to take (including, where relevant, the date on which this agreement Agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 22.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ Provider:- (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of and shall procure that all Staff shall not, in connection with this agreement:‌ (a) Contract commit a Prohibited Act; and/or (b) do warrants, represents and undertakes that it is not aware of any financial or suffer anything other advantage being given to be done any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution of this Contract, excluding any arrangement of which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability full details have been disclosed in relation writing to the Bribery ActCouncil before execution of this Contract. 29.3 22.2 The Supplier shall during the term of this agreement: Provider shall:- (a) establishif requested, maintain and enforceprovide the Council with any reasonable assistance, and require that its Sub- contractors establishat the Council’s reasonable cost, maintain and enforce, policies and procedures which are adequate to ensure enable the Council to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌ (b) keep appropriate records within five (5) Working Days of its the Commencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the Provider) compliance with its obligations under this clause 29.3(a) 22 by the Provider and make all persons associated with it or other persons who are supplying goods or services in connection with this Contract. The Provider shall provide such records available to supporting evidence of compliance as the Authority on Council may reasonably request. 29.4 22.3 The Supplier Provider shall have an anti-bribery policy (which shall be disclosed to the Council to prevent any Staff from committing a Prohibited Act and shall enforce it where appropriate. 22.4 The Provider shall immediately notify the Authority Council in writing if it becomes aware of or suspects any breach Default of clause 29.1 and/or clause 29.2, 22.1 or has reason to believe that it has or any of the Supplier's Personnel have:‌Staff has:- (a) been subject to an investigation or prosecution which relates to an alleged Prohibited ActAct or Default of clause 22.1(b); (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/oror (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement Contract or otherwise suspects that any person or Party party directly or indirectly connected with this agreement Contract has committed or attempted to commit a Prohibited ActAct or breach of clause 22.1(b). 29.5 22.5 If the Supplier makes Provider notifies the Council that it suspects or knows that there may be a notification breach of clause 22, the Provider must respond promptly and in any event within ten (10) Working Days to the Authority pursuant to clause 29.4, the Supplier shall respond promptly to the AuthorityCouncil's enquiries, co-operate with any investigation, and allow the Authority Council to audit any books, records and/or and any other relevant documentation documentation. This obligation shall continue for six (6) calendar years following the expiry or termination of this Contract. 22.6 The Council may:- (a) terminate this Contract by written notice with immediate effect and recover from the Provider the amount of any Loss suffered by the Council resulting from the termination including the cost reasonably incurred by the Council of making other arrangements for the supply of the Services and any additional expenditure incurred by the Council throughout the remainder of the Contract Period if the Provider breaches clause 22; and (b) recover in accordance with full from the Provider any other Losses sustained by the Council in consequence of any Default of clause 22. 29.6 If the Supplier is in Default 22.7 Any notice of termination under clause 29.1 and/or clause 29.2, the Authority may by notice:‌22.6 must specify:- (a) require the Supplier to remove from performance nature of the Prohibited Act; (b) the identity of the party whom the Council believes has committed the Prohibited Act; and (c) the date on which this agreement Contract shall terminate. 22.8 Despite clause 25 (Disputes), any Supplier's Personnel whose acts or omissions have caused dispute relating to:- (a) the Defaultinterpretation of clause 22; or (b) immediately terminate this agreementthe amount or value of any gift, consideration or commission, (c) shall be determined by the Council acting reasonably having given due consideration to all relevant factors and its decision shall be final and conclusive. 29.7 22.9 Any notice served by the Authority termination under clause 29.6 22.6 shall specify be without prejudice to any right or remedy which has already accrued or subsequently accrues to the nature Council. 22.10 In exercising its rights or remedies under clause 22, the Council shall act in a reasonable and proportionate manner having regard to such matters as the gravity of the Prohibited Act, conduct prohibited by clause 22.1 and the identity of the Party who the Authority believes has committed the person performing that Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate)Act/prohibited conduct.

PREVENTION OF BRIBERY. 29.1 The Supplier 16.1 Each party represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnelof its employees, agents or contractors have at any time prior to the Commencement Date:‌Date: (a) 16.1.1 committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) 16.1.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not 16.2 Neither party shall, during the term of this agreement:‌Term: (a) 16.2.1 commit a Prohibited Act; and/or (b) 16.2.2 do or suffer anything to be done which would cause the Authority other party or any of the Authorityother party's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier 16.3 Each party shall during the term of this agreementTerm: (a) 16.3.1 establish, maintain and enforce, and require that its Sub- sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) 16.3.2 keep appropriate records of its compliance with its obligations under clause 29.3(a) 16.3.1 and make such records available to the Authority other party on request. 29.4 The Supplier 16.4 Each party shall immediately notify the Authority other in writing if it becomes aware of any breach of clause 29.1 16.1 and/or clause 29.216.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌its employees, consultants or contractors have: (a) 16.4.1 been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) 16.4.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) 16.4.3 received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 16.5 If the Supplier either party makes a notification to the Authority other party pursuant to clause 29.416.4, the Supplier it shall respond promptly to the Authorityother party's enquiries, co-operate with any investigation, and allow the Authority other party to audit any relevant books, records and/or any other relevant documentation in accordance with clause 22documentation. 29.6 16.6 If the Supplier either party is in Default under breach of the provisions of clause 29.1 16.1 and/or clause 29.216.2, the Authority other party may by notice:‌notice: (a) 16.6.1 require the Supplier it to remove from performance of this agreement any Supplierof the defaulting party's Personnel employees, consultants or contractors whose acts or omissions have caused the Defaultdefault; or (b) 16.6.2 immediately terminate this agreement. 29.7 16.7 Any notice served by the Authority either party under clause 29.6 16.6 shall specify the nature of the Prohibited Act, the identity of the Party party who the Authority it believes has committed the Prohibited Act and the action that the Authority it has elected to take (including, where relevant, the date on which this agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 33.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreementService Provider: (a) establish, maintain and enforceshall not, and require shall procure that its Sub- contractors establish, maintain any Service Provider Party and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplierall Service Provider's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged shall not, in connection with this agreement commit a Prohibited Act; (b) been listed by warrants, represents and undertakes that it is not aware of any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of being given to any kind person working for or engaged by the Authority, or that an agreement has been reached to that effect, in connection with the performance execution of this agreement or otherwise suspects that agreement, excluding any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 If the Supplier makes a notification arrangement of which full details have been disclosed in writing to the Authority pursuant before execution of this agreement. 33.2 The Service Provider shall: (a) if requested, provide the Authority with any reasonable assistance, at reasonable cost of the Authority, to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act; (b) within twenty working day(s) of the Commencement Date, and annually thereafter, certify to the Authority in writing (such certification to be signed by an officer of the Service Provider) compliance with this clause 29.433 by the Service Provider and all persons associated with it or other persons who are supplying goods or services in connection with this agreement. The Service Provider shall provide such supporting evidence of compliance as the Authority may reasonably request. 33.3 The Service Provider shall have an anti-bribery policy (which shall be disclosed to the Authority) to prevent any Service Provider Party or Service Provider's Personnel from committing a Prohibited Act and shall enforce it where appropriate. 33.4 If any breach of clause 33.1 is suspected or known, the Supplier shall Service Provider must notify the Authority immediately. 33.5 If the Service Provider notifies the Authority that it suspects or knows that there may be a breach of clause 33.1, the Service Provider must respond promptly to the enquiries of the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or and any other relevant documentation in accordance with clause 22documentation. This obligation shall continue for twelve year(s) following the expiry or termination of this agreement. 29.6 If 33.6 The Authority may terminate this agreement by written notice with immediate effect if the Supplier is Service Provider, Service Provider Party or Service Provider's Personnel (in Default all cases whether or not acting with the knowledge of the Service Provider) breaches clause 33.1. In determining whether to exercise the right of termination under this clause 29.1 and/or clause 29.233.6, the Authority may shall give all due consideration, where appropriate, to action other than termination of this agreement unless the Prohibited Act is committed by notice:‌the Service Provider or a senior officer of the Service Provider or by an employee, Sub-Contractor or supplier not acting independently of the Service Provider. The expression "not acting independently of" (when used in relation to the Service Provider or a Sub-Contractor) means and shall be construed as acting: (a) require with the Supplier to remove from performance authority; or, (b) with the actual knowledge; of this agreement any Supplier's Personnel whose acts one or omissions have caused more of the Defaultdirectors of the Service Provider or the Sub- Contractor (as the case may be); or (bc) immediately terminate this agreementin circumstances where any one or more of the directors of the Service Provider ought reasonably to have had knowledge. 29.7 33.7 Any notice served by the Authority of termination under clause 29.6 shall specify 33.6 must specify: (a) the nature of the Prohibited Act, ; (b) the identity of the Party who party whom the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take Act; and (including, where relevant, c) the date on which this agreement will terminate. 33.8 Despite clause 20, any dispute relating to: (a) the interpretation of clause 33; or (b) the amount or value of any gift, consideration or commission, shall terminate)be determined by the Authority and its decision shall be final and conclusive. 33.9 Any termination under clause 33.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Authority.

PREVENTION OF BRIBERY. 29.1 2.1 The Supplier Provider represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnelof the Provider’s Staff, have at any time prior to the Commencement Date:‌ (a) Start Date committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 2.2 The Supplier Provider shall not during the term of this agreement:‌Term: (a) 2.2.1 commit a Prohibited Act; and/or (b) 2.2.2 do or suffer anything to be done which would cause the Authority Council or any of the AuthorityCouncil's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery commit a Prohibited Act. 29.3 2.3 The Supplier shall during the term of this agreement: (a) establish, maintain and enforce, and require that its Sub- contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier Provider shall immediately notify the Authority Council in writing if it becomes aware of any breach of clause 29.1 clauses Error! Reference source not found. and/or clause 29.2, Error! Reference source not found. in this Schedule 9 or has reason to believe that it has or any of the SupplierProvider's Personnel have:‌Staff have: (a) 2.3.1 been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) 2.3.2 received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement the Framework Agreement or Call-off Contract or otherwise suspects that any person or Party directly or indirectly connected with this agreement the Framework Agreement or Call-off Contract has committed or attempted to commit a Prohibited Act. 29.5 2.4 If the Supplier Provider makes a notification to the Authority Council pursuant to clause 29.42.3 of this Schedule 9, the Supplier Provider shall respond promptly to the AuthorityCouncil's enquiries, co-operate with any investigation, and allow the Authority Council to audit any books, records and/or any other relevant documentation in accordance with clause 2217 of the Framework Agreement. 29.6 2.5 If the Supplier Provider is in Default default under clause 29.1 Error! Reference source not found. and/or clause 29.2Error! Reference source not found. of this Schedule 9, the Authority Council may by notice:‌notice: (a) 2.5.1 require the Supplier Provider to remove from performance of this agreement the Framework Agreement or Call-off Contract any Supplier's Personnel of the Provider’s Staff whose acts or omissions have caused the Defaultdefault; or (b) 2.5.2 immediately terminate this agreementthe Framework Agreement and any existing Call-off Contract. 29.7 2.6 Any notice served by the Authority Council under clause 29.6 Error! Reference source not found.5 of this Schedule 9 shall specify the nature of the Prohibited Act, the identity of the Party party who the Authority Council believes has committed the Prohibited Act and the action that the Authority Council has elected to take (including, where relevant, the date on which this agreement the Framework Agreement and Call-off Contract shall terminate).

PREVENTION OF BRIBERY. 29.1 1.1 The Supplier Consultant Company represents and warrants that neither it, nor to the best of its knowledge any SupplierConsultant Company's Personnel, have at any time prior to the Commencement Date:‌Date: (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 1.2 The Supplier Consultant Company shall not during the term of this agreement:‌Agreement: (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority Client or any of the AuthorityClient's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 1.3 The Supplier Consultant Company shall during the term of this agreementAgreement: (a) establish, maintain and enforce, and require that its Sub- contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) keep appropriate records of its compliance with its obligations under clause 29.3(aClause 1.3(a) and make such records available to the Authority Client on request. 29.4 1.4 The Supplier Consultant Company shall immediately notify the Authority Client in writing if it becomes aware of any breach of clause 29.1 Clause 1.1 and/or clause 29.2Clause 1.2, or has reason to believe that it has or any of the SupplierConsultant Company's Personnel have:‌have: (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement Agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement Agreement has committed or attempted to commit a Prohibited Act. 29.5 1.5 If the Supplier Consultant Company makes a notification to the Authority Client pursuant to clause 29.4Clause 1.4, the Supplier Consultant Company shall respond promptly to the AuthorityClient's enquiries, co-operate with any investigation, and allow the Authority Client to audit any books, records and/or any other relevant documentation in accordance with clause 22as is procedurally appropriate. 29.6 1.6 If the Supplier Consultant Company is in Default under clause 29.1 Clause 1.1 and/or clause 29.2Clause 1.2, the Authority Client may by notice:‌notice: (a) require the Supplier Consultant Company to remove from performance of this agreement Agreement any SupplierConsultant Company's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreementAgreement. 29.7 1.7 Any notice served by the Authority Client under clause 29.6 Clause 1.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority Client believes has committed the Prohibited Act and the action that the Authority Client has elected to take (including, where relevant, the date on which this agreement Agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 21.1 The Supplier Company represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnelof its employees, agents or sub-contractors, have at any time prior to the Commencement Date:‌commencement date: (a) 21.1.1 committed a Prohibited Act or been formally notified that it is they are subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) 21.1.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 21.2 The Supplier Company shall not during the term of this agreement:‌agreement: (a) 21.2.1 commit a Prohibited Act; and/or (b) 21.2.2 do or suffer anything to be done which would cause the Authority Council or any of the AuthorityCouncil's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the provisions of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 21.3 The Supplier Company shall during the term of this agreement: (a) 21.3.1 establish, maintain and enforce, and require that its Sub- Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) 21.3.2 keep appropriate records of its compliance with its obligations under clause 29.3(a) 21.3 and make such records available to the Authority Council on request. 29.4 21.4 The Supplier Company shall immediately notify the Authority Council in writing if it becomes aware of any breach of this clause 29.1 and/or clause 29.2, 21 or has reason to believe that it has or any of the SupplierCompany's Personnel have:‌personnel (including its advisors, agents and sub-contractors) have: (a) 21.4.1 been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) 21.4.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) 21.4.3 received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 21.5 If the Supplier Company makes a notification to the Authority Council pursuant to clause 29.4clause21.4, the Supplier Company shall respond promptly to the AuthorityCouncil's enquiries, co-operate with any investigation, and allow the Authority Council to audit any books, records and/or any other relevant documentation in accordance with clause 22this agreement. 29.6 21.6 If the Supplier Company is in Default under clause 29.1 and/or clause 29.2breach of this clause, the Authority Council may by notice:‌notice: (a) 21.6.1 require the Supplier Company to remove from performance of this agreement any SupplierCompany's Personnel personnel whose acts or omissions have caused the Defaultbreach; or (b) 21.6.2 immediately terminate this agreement. 29.7 21.7 Any notice served by the Authority Council under clause 29.6 21.6 shall specify the nature of the Prohibited Act, the identity of the Party party who the Authority Council believes has committed the Prohibited Act and the action that the Authority Council has elected to take (including, where relevant, the date on which this agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 The Supplier Service Provider represents and warrants that neither it, nor to the best of its knowledge any SupplierService Provider's Personnel, have at any time prior to the Commencement Date:‌Date: (a) 29.1.1 committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) 29.1.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier Service Provider shall not during the term of this agreement:‌Agreement: (a) 29.2.1 commit a Prohibited Act; and/or (b) 29.2.2 do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultantsService Providers, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier Service Provider shall during the term of this agreementAgreement: (a) 29.3.1 establish, maintain and enforce, and require that its Sub- Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) 29.3.2 keep appropriate records of its compliance with its obligations under clause 29.3(a) Clause 29.3.1 and make such records available to the Authority on request. 29.4 The Supplier Service Provider shall immediately notify the Authority in writing if it becomes aware of any breach of clause Clause 29.1 and/or clause Clause 29.2, or has reason to believe that it has or any of the SupplierService Provider's Personnel have:‌have: (a) 29.4.1 been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) 29.4.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) 29.4.3 received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement Agreement has committed or attempted to commit a Prohibited Act. 29.5 If the Supplier Service Provider makes a notification to the Authority pursuant to clause Clause 29.4, the Supplier Service Provider shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with clause 22Clause 11 (Records, Audit and Inspection). 29.6 If the Supplier Service Provider is in Default under clause Clause 29.1 and/or clause Clause 29.2, the Authority may by notice:‌notice: (a) 29.6.1 require the Supplier Service Provider to remove from performance of this agreement Agreement any SupplierService Provider's Personnel whose acts or omissions have caused the Default; or (b) 29.6.2 immediately terminate this agreementAgreement. 29.7 Any notice served by the Authority under clause Clause 29.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement Agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 26.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 26.2 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 26.3 The Supplier shall during the term of this agreement: (a) establish, maintain and enforce, and require that its Sub- Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a26.3(a) and make such records available to the Authority on request. 29.4 26.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 26.1 and/or clause 29.226.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 26.5 If the Supplier makes a notification to the Authority pursuant to clause 29.426.4, the Supplier shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with clause 22. 29.6 26.6 If the Supplier is in Default under clause 29.1 26.1 and/or clause 29.226.2, the Authority may by notice:‌ (a) require the Supplier to remove from performance of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 26.7 Any notice served by the Authority under clause 29.6 26.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 30.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌Date: (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 30.2 The Supplier shall not during the term of this agreement:‌agreement: (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 30.3 The Supplier shall during the term of this agreement: (a) establish, maintain and enforce, and require that its Sub- Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) keep appropriate records of its compliance with its obligations under clause 29.3(a30.3(a) and make such records available to the Authority on request. 29.4 30.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 30.1 and/or clause 29.230.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌have: (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 30.5 If the Supplier makes a notification to the Authority pursuant to clause 29.430.4, the Supplier shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with clause 2225. 29.6 30.6 If the Supplier is in Default under clause 29.1 30.1 and/or clause 29.230.2, the Authority may by notice:‌notice: (a) require the Supplier to remove from performance of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 30.7 Any notice served by the Authority under clause 29.6 30.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 24.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreementLLP: (a) establish, maintain and enforceshall not, and require shall procure that its Sub- contractors establishany Board Member, maintain and enforceofficer, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2employee, adviser or has reason to believe that it has or any representative of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged LLP shall not, in connection with this agreement commit a Prohibited Act; (b) been listed by warrants, represents and undertakes that it is not aware of any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of being given to any kind person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the performance execution of this agreement agreement, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this agreement. 24.2 The LLP shall: (a) 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 otherwise suspects that agency in any person or Party directly or indirectly connected relevant jurisdiction for the purpose of compliance with the Bribery Act; (b) within five (5) Business Days of the date of this agreement, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the LLP) compliance with this agreement has committed clause 24 by the LLP and all persons associated with it or attempted other persons who are supplying goods or services in connection with this agreement. The LLP shall provide such supporting evidence of compliance as the Council may reasonably request. 24.3 The LLP shall have an anti-bribery policy (which shall be disclosed to commit the Council) to prevent any Board Member, officer, employee, adviser or representative of the LLP from committing a Prohibited ActAct and shall enforce it where appropriate. 29.5 24.4 If any breach of clause 24.1 is suspected or known, the LLP must notify the Council immediately. 24.5 If the Supplier makes LLP notifies the Council that it suspects or knows that there may be a notification to the Authority pursuant to breach of clause 29.424.1, the Supplier shall LLP must respond promptly to the AuthorityCouncil's enquiries, co-operate with any investigation, and allow the Authority Council to audit any books, records and/or and any other relevant documentation in accordance with clause 22documentation. 29.6 If 24.6 The Council may terminate this agreement by written notice with immediate effect if the Supplier is LLP, Director, officer, employee, adviser or representative of the LLP (in Default all cases whether or not acting with the LLP's knowledge) breaches clause 24.1. 24.7 Any notice of termination under clause 29.1 and/or clause 29.2, the Authority may by notice:‌24.6 must specify: (a) require the Supplier to remove from performance nature of the Prohibited Act; (b) the identity of the party whom the Council believes has committed the Prohibited Act; and (c) the date on which this agreement any Supplier's Personnel whose acts or omissions have caused will terminate. 24.8 Any dispute relating to: (a) the Defaultinterpretation of clause 24; or (b) immediately terminate this agreementthe amount or value of any gift, consideration or commission; shall be determined by the Council and its decision shall be final and conclusive. 29.7 24.9 Any notice served by the Authority termination under clause 29.6 shall specify 24.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate)Council.

PREVENTION OF BRIBERY. 29.1 6.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, Staff have at any time prior to the Commencement Date:‌Date: (a) 6.1.1 committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) 6.1.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 6.2 The Supplier Supplier, and using best endeavours procure that the Staff, shall not during the term of this agreement:‌Framework Agreement: (a) 6.2.1 commit a Prohibited Act; and/or (b) 6.2.2 do or suffer anything to be done which would cause the Authority University or any of the AuthorityUniversity's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act Relevant Requirements or otherwise incur any liability in relation to the Bribery ActRelevant Requirements. 29.3 6.3 The Supplier shall during the term of this agreementFramework Agreement: (a) 6.3.1 establish, maintain and enforce, and require that its Sub- sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act Relevant Requirements and prevent the occurrence of a Prohibited Act; and‌; (b) 6.3.2 keep appropriate records of its compliance with its obligations under clause 29.3(a) 6.3.1 and make such records available to the Authority University on request; 6.3.3 keep appropriate records of any gifts or hospitality, whether directly or indirectly given or received in connection with this Framework Agreement, and make such records available to the University on request. The Supplier shall be responsible for notifying the University of any gift or hospitality, whether directly or indirectly given or received in connection with this Framework Agreement, which has a value of more than £25; 6.3.4 conduct reasonable and proportionate due diligence on any person or Sub-contractor who is to perform services or provide goods in connection with this Framework Agreement, before engaging with such person, to ensure compliance with the Relevant Requirements and prevent the occurrence of a Prohibited Act; and 6.3.5 ensure that any person or sub-contractor associated with the Supplier who is performing services or providing goods in connection with this Framework Agreement does so only on the basis of a written contract which imposes on and secures from such persons terms at least equivalent to those imposed on the Supplier in this clause 6. The Supplier shall be responsible for the observance and performance, by such persons or sub-contractors, of this clause 6, and shall be directly liable to the University for any breach by such persons of this clause 6. 29.4 6.4 The Supplier shall immediately notify the Authority University in writing if it becomes aware of any breach of clause 29.1 6.1 and/or clause 29.26.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌Staff have: (a) 6.4.1 been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) 6.4.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) 6.4.3 received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement Framework Agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement Framework Agreement has committed or attempted to commit a Prohibited Act. 29.5 6.5 If the Supplier makes a notification to the Authority University pursuant to clause 29.46.4, the Supplier Supplier, and using best endeavours procure that the Staff, shall respond promptly to the AuthorityUniversity's enquiries, co-operate with any investigation, and allow the Authority University to audit any books, records and/or any other relevant documentation in accordance with clause 2211 (Records and Audits Access) and Clause 12 (Records, Reports, Audits and Open Book Data) of the Call-Off Terms. 29.6 6.6 If the Supplier Supplier, or the Staff (whether acting in the Supplier's knowledge or otherwise), is in Default default under clause 29.1 clauses 6.1 and/or clause 29.26.2, and/or 6.3 the Authority may University may, by notice:‌ (a) notice, require the Supplier to remove from performance of this agreement Framework Agreement any Supplier's Personnel Staff whose acts or omissions have caused the Default; or (b) immediately terminate this agreementdefault. 29.7 6.7 Any notice served by the Authority University under clause 29.6 6.6 shall specify the nature of the Prohibited Act, the identity of the Party party who the Authority University believes has committed the Prohibited Act and the action that the Authority University has elected to take (including, where relevant, the date on which this agreement Framework Agreement shall terminate). 6.8 Any breach of this clause 6 shall be a Material Default.

PREVENTION OF BRIBERY. 29.1 ‌ 32.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 32.2 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 32.3 The Supplier shall during the term of this agreement: (a) establish, maintain and enforce, and require that its Sub- Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a32.3(a) and make such records available to the Authority on request. 29.4 32.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 32.1 and/or clause 29.232.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 32.5 If the Supplier makes a notification to the Authority pursuant to clause 29.432.4, the Supplier shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with clause 2227. 29.6 32.6 If the Supplier is in Default under clause 29.1 32.1 and/or clause 29.232.2, the Authority may by notice:‌ (a) require the Supplier to remove from performance of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 32.7 Any notice served by the Authority under clause 29.6 32.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 27.1 The Supplier represents and warrants that neither it, nor any Supplier Personnel: 27.1.1 has committed a Prohibited Act; 27.1.2 to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act has been or been formally notified that it is subject to an investigation investigation, inquiry or prosecution which relates to an enforcement proceedings by a governmental, administrative or regulatory body regarding any Prohibited Act or alleged Prohibited Act; and/oror (b) 27.1.3 has been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 27.2 The Supplier shall not promptly notify the Authority if, at any time during the term of this agreement:‌Term, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out in clause 27.1 at the relevant time. 27.3 The Suppler shall (aand shall procure that its Supplier Personnel shall) during the Term: 27.3.1 not commit a Prohibited Act; and/or; (b) 27.3.2 not do or suffer omit to do anything to be done which that would cause the Authority or any of the Authority's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act Relevant Requirements or otherwise incur any liability in relation to the Bribery Act.Relevant Requirements; 29.3 The Supplier shall during the term of this agreement: (a) establish, 27.3.3 have and maintain and enforce, and require that in place its Sub- contractors establish, maintain and enforce, own policies and procedures which are adequate to ensure compliance with the Bribery Act Relevant Requirements and prevent the occurrence of a Prohibited Act; and‌; (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately 27.3.4 notify the Authority (in writing writing) if it becomes aware of any breach of clause 29.1 and/or 27.3.1 or clause 29.227.3.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) person associated with it has received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected Agreement. 27.4 The Supplier shall maintain appropriate and up to date records showing all payments made by the Supplier in connection with this agreement has committed or attempted Agreement and the steps taken to commit a Prohibited Actcomply with its obligations under clause 27.3. 29.5 If the Supplier makes a notification to the Authority pursuant to clause 29.4, the 27.5 The Supplier shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority and its third party representatives to audit any books, of the Supplier's records and/or and any other relevant documentation in accordance with clause 2221. 29.6 27.6 If the Supplier is in Default default under this clause 29.1 and/or clause 29.2, 27 the Authority may by notice:‌notice: (a) 27.6.1 require the Supplier to remove from performance of this agreement Agreement any Supplier's Supplier Personnel whose acts or omissions have caused the Defaultdefault; or (b) 27.6.2 immediately terminate this agreementAgreement. 29.7 27.7 Any notice served by the Authority under clause 29.6 27.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement Agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 ‌ 33.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreement: (a) establish, maintain and enforceshall not, and require shall procure that its Sub- contractors establishany Supplier Party and all Supplier Personnel shall not, maintain and enforce, policies and procedures which are adequate to ensure compliance in connection with the Bribery Act and prevent the occurrence of this agreement commit a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by warrants, represents and undertakes that it is not aware of any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of being given to any kind person working for or engaged by the University, or that an agreement has been reached to that effect, in connection with the performance execution of this agreement agreement, excluding any arrangement of which full details have been disclosed in writing to the University before execution of this agreement. 33.2 The Supplier shall: (a) if requested, provide the University with any reasonable assistance, at the University's reasonable cost, to enable the University to perform any activity required by any relevant government or otherwise suspects that agency in any person or Party directly or indirectly connected relevant jurisdiction for the purpose of compliance with the Bribery Act; (b) within 40 Working Days of the Commencement Date, and annually thereafter, certify to the University in writing (such certification to be signed by an officer of the Supplier) compliance with this agreement has committed clause 33 by the Supplier and all persons associated with it or attempted other persons who are supplying Supplies or Supplies in connection with this agreement. The Supplier shall provide such supporting evidence of compliance as the University may reasonably request. 33.3 The Supplier shall have an anti-bribery policy (which shall be disclosed to commit the University) to prevent any Supplier Party or Supplier Personnel from committing a Prohibited ActAct and shall enforce it where appropriate. 29.5 33.4 If any breach of clause 33.1 is suspected or known, the Supplier must notify the University immediately. 33.5 If the Supplier makes notifies the University that it suspects or knows that there may be a notification to the Authority pursuant to breach of clause 29.433.1, the Supplier shall must respond promptly to the AuthorityUniversity's enquiries, co-operate with any investigation, and allow the Authority University to audit any books, records and/or and any other relevant documentation in accordance with clause 22documentation. This obligation shall continue for 7 years following the expiry or termination of this agreement. 29.6 If 33.6 The University may terminate this agreement by written notice with immediate effect if the Supplier, Supplier Party or Supplier Personnel (in all cases whether or not acting with the Supplier's knowledge) breaches clause 33. 1. In determining whether to exercise the right of termination under this clause 33.6, the University shall give all due consideration, where appropriate, to action other than termination of this agreement unless the Prohibited Act is committed by the Supplier is or a senior officer of the Supplier or by an employee, Sub-Supplier or supplier not acting independently of the Supplier. The expression "not acting independently of" (when used in Default under clause 29.1 and/or clause 29.2, relation to the Authority may by notice:‌Supplier or a Sub-Supplier) means and shall be construed as acting: (a) require with the University; or, (b) with the actual knowledge; of any one or more of the directors of the Supplier or the Sub-Supplier (as the case may be); or (c) in circumstances where any one or more of the directors of the Supplier ought reasonably to remove from performance have had knowledge. 33.7 Any notice of termination under clause 33.6 must specify: (a) the nature of the Prohibited Act; (b) the identity of the party whom the University believes has committed the Prohibited Act; and (c) the date on which this agreement will terminate. 33.8 Despite clause 19 (Dispute resolution), any Supplier's Personnel whose acts or omissions have caused dispute relating to: (a) the Defaultinterpretation of clause 33; or (b) immediately terminate this agreementthe amount or value of any gift, consideration or commission, shall be determined by the University and its decision shall be final and conclusive. 29.7 33.9 Any notice served by the Authority termination under clause 29.6 shall specify 33.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate)University.

PREVENTION OF BRIBERY. 29.1 28.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreementService Provider: (a) establish, maintain and enforceshall not, and require shall procure that its Sub- contractors establishany Service Provider Party and all Service Provider Personnel shall not, maintain and enforce, policies and procedures which are adequate to ensure compliance in connection with the Bribery Act and prevent the occurrence of this agreement commit a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by warrants, represents and undertakes that it is not aware of any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of being given to any kind person working for or engaged by the Authority, or that an agreement has been reached to that effect, in connection with the performance execution of this agreement or otherwise suspects that agreement, excluding any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 If the Supplier makes a notification arrangement of which full details have been disclosed in writing to the Authority pursuant before execution of this agreement. 28.2 The Service Provider shall: (a) if requested, provide the Authority with any reasonable assistance, at the Authority's reasonable cost, to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act; (b) within 5 Working Days of the Commencement Date, and annually thereafter, certify to the Authority in writing (such certification to be signed by an officer of the Service Provider) compliance with this clause 29.427 by the Service Provider and all persons associated with it or other persons who are supplying goods or services in connection with this agreement. The Service Provider shall provide such supporting evidence of compliance as the Authority may reasonably request. 28.3 The Service Provider shall have an anti-bribery policy (which shall be disclosed to the Authority) to prevent any Service Provider Party or Service Provider Personnel from committing a Prohibited Act and shall enforce it where appropriate. 28.4 If any breach of clause 28.1 is suspected or known, the Supplier shall Service Provider must notify the Authority immediately. 28.5 If the Service Provider notifies the Authority that it suspects or knows that there may be a breach of clause 28.1, the Service Provider must respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or and any other relevant documentation in accordance with clause 22documentation. This obligation shall continue for seven years following the expiry or termination of this agreement. 29.6 If 28.6 The Authority may terminate this agreement by written notice with immediate effect if the Supplier is Service Provider, Service Provider Party or Service Provider Personnel (in Default all cases whether or not acting with the Service Provider's knowledge) breaches clause 28.1 28.7 Any notice of termination under clause 29.1 and/or clause 29.2, the Authority may by notice:‌28.6 must specify: (a) require the Supplier to remove from performance of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 Any notice served by the Authority under clause 29.6 shall specify the nature of the Prohibited Act, ; (b) the identity of the Party who party whom the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take Act; and (including, where relevant, c) the date on which this agreement will terminate. 28.8 Despite clause 13 (Dispute resolution), any dispute relating to: (a) the interpretation of clause 28; or (b) the amount or value of any gift, consideration or commission, shall terminate)be determined by the Authority and its decision shall be final and conclusive. 28.9 Any termination under clause 28.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Authority.

PREVENTION OF BRIBERY. 29.1 28.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreementService Provider: (a) establish, maintain and enforceshall not, and require shall procure that its Sub- contractors establishany Service Provider Party and all Service Provider Personnel shall not, maintain and enforce, policies and procedures which are adequate to ensure compliance in connection with the Bribery Act and prevent the occurrence of this agreement commit a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by warrants, represents and undertakes that it is not aware of any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of being given to any kind person working for or engaged by the Authority, or that an agreement has been reached to that effect, in connection with the performance execution of this agreement or otherwise suspects that agreement, excluding any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 If the Supplier makes a notification arrangement of which full details have been disclosed in writing to the Authority pursuant before execution of this agreement. 28.2 The Service Provider shall: (a) if requested, provide the Authority with any reasonable assistance, at the Authority's reasonable cost, to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act; (b) within 5 Working Days of the Commencement Date, and annually thereafter, certify to the Authority in writing (such certification to be signed by an officer of the Service Provider) compliance with this clause 29.428 by the Service Provider and all persons associated with it or other persons who are supplying goods or services in connection with this agreement. The Service Provider shall provide such supporting evidence of compliance as the Authority may reasonably request. 28.3 The Service Provider shall have an anti-bribery policy (which shall be disclosed to the Authority) to prevent any Service Provider Party or Service Provider Personnel from committing a Prohibited Act and shall enforce it where appropriate. 28.4 If any breach of clause 28.1 is suspected or known, the Supplier shall Service Provider must notify the Authority immediately. 28.5 If the Service Provider notifies the Authority that it suspects or knows that there may be a breach of clause 28.1, the Service Provider must respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or and any other relevant documentation in accordance with clause 22documentation. This obligation shall continue for seven years following the expiry or termination of this agreement. 29.6 If 28.6 The Authority may terminate this agreement by written notice with immediate effect if the Supplier is Service Provider, Service Provider Party or Service Provider Personnel (in Default all cases whether or not acting with the Service Provider's knowledge) breaches clause 28.1 28.7 Any notice of termination under clause 29.1 and/or clause 29.2, the Authority may by notice:‌28.6 must specify: (a) require the Supplier to remove from performance of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 Any notice served by the Authority under clause 29.6 shall specify the nature of the Prohibited Act, ; (b) the identity of the Party who party whom the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take Act; and (including, where relevant, c) the date on which this agreement shall will terminate. 28.8 Despite clause 14 (Dispute resolution), any dispute relating to: (a) the interpretation of clause 28; or (b) the amount or value of any gift, consideration or commission, 28.9 Any termination under clause 28.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Authority.

PREVENTION OF BRIBERY. 29.1 24.1 The Supplier Provider: (a) shall not, and shall procure that any Provider Party and all Provider Personnel shall not, in connection with this Contract commit a Prohibited Act; (b) shall not do or suffer anything to be done which would cause the Commissioner or any of the Commissioner's employees, consultants, contractors, sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act; (c) warrants, represents and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by the Commissioner, or that an agreement has been reached to that effect, in connection with the execution of this Contract, excluding any arrangement of which full details have been disclosed in writing to the Commissioner before execution of this Contract. 24.2 The Provider represents and warrants that neither it, nor to the best of its knowledge any Supplier's Provider Party or Provider Personnel, have at any time prior to the Commencement Date:‌Date: (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 24.3 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreementProvider shall: (a) if requested, provide the Commissioner with any reasonable assistance, at the Commissioner's reasonable cost, to enable the Commissioner to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act; (b) within 30 Working Days of the Commencement Date, and annually thereafter, certify to the Commissioner in writing (such certification to be signed by an officer of the Provider) compliance with this clause 24 by the Provider and all persons associated with it or other persons who are supplying goods or services in connection with this Contract. The Provider shall provide such supporting evidence of compliance as the Commissioner may reasonably request. 24.4 The Provider shall establish, maintain and enforce, and require that its Sub- contractors Sub-Contractors establish, maintain and enforce, policies an anti-bribery policy (which shall be disclosed to the Commissioner) to prevent any Provider Party or Provider Personnel from committing a Prohibited Act and procedures which that are adequate to ensure compliance compliant with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on requestshall enforce it where appropriate. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of 24.5 If any breach of clause 29.1 and/or 24.1 or clause 29.224.2 is suspected or known, or has reason to believe the Provider must notify the Commissioner immediately. 24.6 If the Provider notifies the Commissioner that it has suspects or any knows that there may be a breach of the Supplier's Personnel have:‌ (a) been subject to an investigation clause 24.1 or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 If the Supplier makes a notification to the Authority pursuant to clause 29.424.2, the Supplier shall Provider must respond promptly to the AuthorityCommissioner's enquiries, co-operate with any investigation, and allow the Authority Commissioner to audit any books, records and/or and any other relevant documentation in accordance with clause 22documentation. 29.6 If 24.7 The Commissioner may terminate this Contract by written notice with immediate effect if the Supplier is Provider, Provider Party or Provider Personnel (in Default under all cases whether or not acting with the Provider's knowledge) breaches clause 29.1 and/or 24.1 or clause 29.2, 24.2. The expression "not acting independently of" (when used in relation to the Authority may by notice:‌Provider or a Sub-Contractor) means and shall be construed as acting: (a) require with the Supplier Commissioner; or, (b) with the actual knowledge; of any one or more of the directors of the Provider or the Sub-Contractor (as the case may be); or (c) in circumstances where any one or more of the directors of the Provider ought reasonably to remove from performance have had knowledge. 24.8 Any notice of termination under clause 24.7 must specify: (a) the nature of the Prohibited Act; (b) the identity of the party whom the Commissioner believes has committed the Prohibited Act; and (c) the date on which this agreement Contract will terminate. 24.9 Despite clause 12, any Supplier's Personnel whose acts or omissions have caused dispute relating to: (a) the Defaultinterpretation of clause 24; or (b) immediately terminate this agreementthe amount or value of any gift, consideration or commission, shall be determined by the Commissioner and its decision shall be final and conclusive. 29.7 24.10 Any notice served by the Authority termination under clause 29.6 shall specify 24.7 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate)Commissioner.

PREVENTION OF BRIBERY. 29.1 33.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreementService Provider: (a) establish, maintain and enforceshall not, and require shall procure that its Sub- contractors establish, maintain any Service Provider Party and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplierall Service Provider's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged shall not, in connection with this agreement commit a Prohibited Act; (b) been listed by warrants, represents and undertakes that it is not aware of any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of being given to any kind person working for or engaged by the Authority, or that an agreement has been reached to that effect, in connection with the performance execution of this agreement or otherwise suspects that agreement, excluding any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 If the Supplier makes a notification arrangement of which full details have been disclosed in writing to the Authority pursuant before execution of this agreement. 33.2 The Service Provider shall: (a) if requested, provide the Authority with any reasonable assistance, at reasonable cost of the Authority, to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act; (b) within twenty working day(s) of the Commencement Date, and annually thereafter, certify to the Authority in writing (such certification to be signed by an officer of the Service Provider) compliance with this clause 29.433 by the Service Provider and all persons associated with it or other persons who are supplying CCTV Equipment or services in connection with this agreement. The Service Provider shall provide such supporting evidence of compliance as the Authority may reasonably request. 33.3 The Service Provider shall have an anti-bribery policy (which shall be disclosed to the Authority) to prevent any Service Provider Party or Service Provider's Personnel from committing a Prohibited Act and shall enforce it where appropriate. 33.4 If any breach of clause 33.1 is suspected or known, the Supplier shall Service Provider must notify the Authority immediately. 33.5 If the Service Provider notifies the Authority that it suspects or knows that there may be a breach of clause 33.1, the Service Provider must respond promptly to the enquiries of the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or and any other relevant documentation in accordance with clause 22. 29.6 If documentation. This obligation shall continue for twelve year(s) following the Supplier is in Default under clause 29.1 and/or clause 29.2, the Authority may by notice:‌ (a) require the Supplier to remove from performance expiry or termination of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 Any 33.6 The Authority may terminate this agreement by written notice served by with immediate effect if the Authority under clause 29.6 shall specify Service Provider, Service Provider Party or Service Provider's Personnel (in all cases whether or not acting with the nature knowledge of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate)Service Provider) breaches clause 33.

PREVENTION OF BRIBERY. 29.1 38.1 The Supplier Service Provider represents and warrants that neither it, nor to the best of its knowledge any SupplierService Provider's Personnel, have at any time prior to the Commencement Date:‌Date: (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 38.2 The Supplier Service Provider shall not during the term of this agreement:‌Agreement: (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 38.3 The Supplier Service Provider shall during the term of this agreementAgreement: (a) establish, maintain and enforce, and require that its Sub- Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) keep appropriate records of its compliance with its obligations under clause 29.3(aClause 38.3(a) and make such records available to the Authority on request. 29.4 38.4 The Supplier Service Provider shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 Clause 38.1 and/or clause 29.2Clause 38.2, or has reason to believe that it has or any of the SupplierService Provider's Personnel have:‌have: (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement Agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement Agreement has committed or attempted to commit a Prohibited Act. 29.5 38.5 If the Supplier Service Provider makes a notification to the Authority pursuant to clause 29.4Clause 38.4, the Supplier Service Provider shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with clause 22Clause33. 29.6 38.6 If the Supplier Service Provider is in Default under clause 29.1 Clause 38.1 and/or clause 29.2Clause 38.2, the Authority may by notice:‌notice: (a) require the Supplier Service Provider to remove from performance of this agreement Agreement any SupplierService Provider's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreementAgreement. 29.7 38.7 Any notice served by the Authority under clause 29.6 Clause 38.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement Agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 5.1 The Supplier Provider represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnelof the Provider’s personnel, have at any time prior to the Commencement Date:‌Date: (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 5.2 The Supplier Provider shall not during the term of this agreement:‌Agreement: (a) commit a Prohibited prohibited Act; : and/or (b) do or suffer anything to be done which would cause the Authority Council or any of the Authority's Council’s employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 5.3 The Supplier Provider 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 any relevant jurisdiction for the purpose of compliance with the Bribery Act; 5.4 The Provider shall during the term of this agreementAgreement: (a) establish, maintain and enforce, and require that its Sub- sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) keep appropriate records of its compliance with its obligations under clause 29.3(athis section headed “Prevention of Bribery” (section) and make such records available to the Authority Council on request. 29.4 5.5 The Supplier Provider shall immediately notify the Authority Council in writing if it suspects or becomes aware of any breach of clause 29.1 and/or clause 29.2, this section or has reason to believe that it has or any of the Supplier's Personnel have:‌Provider’s personnel have: (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; : and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has had committed or attempted to commit a Prohibited Act. 29.5 5.6 If the Supplier Provider makes a notification to the Authority Council pursuant to clause 29.4this clause, the Supplier shall Provider must respond promptly to the Authority's Council’s enquiries, co-operate with any investigation, and allow the Authority Council to audit any books, records and/or and any other relevant documentation in accordance with clause 22the terms of this agreement. This obligation shall survive termination of this Agreement. 29.6 5.7 If the Supplier Provider is in Default under clause 29.1 and/or clause 29.2breach of this clause, the Authority Council may by notice:‌notice in writing: (a) require the Supplier Provider to remove from performance of this agreement Agreement any Supplier's Personnel Provider’s personnel whose acts or omissions have caused the Default; breach: or (b) immediately terminate this agreement.Agreement by written notice with immediate effect 29.7 5.8 Any notice served by the Authority under clause 29.6 shall specify this section must specify: (a) the nature of the Prohibited Act, ; (b) the identity of the Party who party whom the Authority Council believes has committed the Prohibited Act and the action that the Authority has elected to take Act; (including, where relevant, c) the date on which this agreement shall Agreement will terminate); and (d) the action that the Council has elected to take. 5.9 Any termination under this section will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY. 29.1 31.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌Effective Date: (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 31.2 The Supplier shall not during the term of this agreement:‌Term: (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority Council or any of the AuthorityCouncil's employees, consultants, contractors, sub- contractors Sub-Contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreement: (a) establish, maintain and enforce, and require that its Sub- contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 31.3 The Supplier shall immediately notify the Authority Council in writing if it becomes aware of any breach of clause 29.1 31.1 and/or clause 29.231.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌have: (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 31.4 If the Supplier makes a notification to the Authority Council pursuant to clause 29.431.3, the Supplier shall respond promptly to the AuthorityCouncil's enquiries, co-operate with any investigation, and allow the Authority Council to audit any books, records and/or any other relevant documentation in accordance with clause 22. 29.6 If the Supplier is in Default under clause 29.1 and/or clause 29.2, the Authority may by notice:‌ 16 (a) require the Supplier to remove from performance of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 Any notice served by the Authority under clause 29.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminateAudit).

PREVENTION OF BRIBERY. 29.1 32.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌Date: (a) 32.1.1 committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) 32.1.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 32.2 The Supplier shall not during the term of this agreement:‌Term: (a) 32.2.1 commit a Prohibited Act; and/or (b) 32.2.2 do or suffer anything to be done which would cause the Authority BL or any of the AuthorityBL's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 32.3 The Supplier shall during the term of this agreementTerm: (a) 32.3.1 establish, maintain and enforce, and require that its Sub- Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌and (b) 32.3.2 keep appropriate records of its compliance with its obligations under clause 29.3(a) 32.3.1 and make such records available to the Authority BL on request. 29.4 32.4 The Supplier shall immediately notify the Authority BL in writing if it becomes aware of any breach of clause 29.1 and/or 32.1and/or clause 29.232.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌have: (a) 32.4.1 been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) 32.4.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) 32.4.3 received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement Agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement Agreement has committed or attempted to commit a Prohibited Act. 29.5 32.5 If the Supplier makes a notification to the Authority BL pursuant to clause 29.432.4, the Supplier shall respond promptly to the AuthorityBL's enquiries, co-operate with any investigation, and allow the Authority BL to audit any books, records and/or any other relevant documentation in accordance with clause 2227. 29.6 32.6 If the Supplier is in Default under clause 29.1 32.1 and/or clause 29.232.2, the Authority BL may by notice:‌notice: (a) 32.6.1 require the Supplier to remove from performance of this agreement Agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) 32.6.2 immediately terminate this agreementAgreement. 29.7 32.7 Any notice served by the Authority BL under clause 29.6 32.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority BL believes has committed the Prohibited Act and the action that the Authority BL has elected to take (including, where relevant, the date on which this agreement Agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 ‌‌‌ 36.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreementService Provider: (a) establish, maintain and enforceshall not, and require shall procure that its Sub- contractors establishany Service Provider Party and all Service Provider Personnel shall not, maintain and enforce, policies and procedures which are adequate to ensure compliance in connection with the Bribery Act and prevent the occurrence of this agreement commit a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by warrants, represents and undertakes that it is not aware of any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of being given to any kind person working for or engaged by the University, or that an agreement has been reached to that effect, in connection with the performance execution of this agreement agreement, excluding any arrangement of which full details have been disclosed in writing to the University before execution of this agreement. 36.2 The Service Provider shall: (a) if requested, provide the University with any reasonable assistance, at the University's reasonable cost, to enable the University to perform any activity required by any relevant government or otherwise suspects that agency in any person or Party directly or indirectly connected relevant jurisdiction for the purpose of compliance with the Bribery Act; (b) within 40 Working Days of the Commencement Date, and annually thereafter, certify to the University in writing (such certification to be signed by an officer of the Service Provider) compliance with this agreement has committed clause 36 by the Service Provider and all persons associated with it or attempted other persons who are supplying goods or services in connection with this agreement. The Service Provider shall provide such supporting evidence of compliance as the University may reasonably request. 36.3 The Service Provider shall have an anti-bribery policy (which shall be disclosed to commit the University) to prevent any Service Provider Party or Service Provider Personnel from committing a Prohibited ActAct and shall enforce it where appropriate. 29.5 36.4 If any breach of clause 36.1 is suspected or known, the Service Provider must notify the University immediately. 36.5 If the Supplier makes Service Provider notifies the University that it suspects or knows that there may be a notification to the Authority pursuant to breach of clause 29.436.1, the Supplier shall Service Provider must respond promptly to the AuthorityUniversity's enquiries, co-operate with any investigation, and allow the Authority University to audit any books, records and/or and any other relevant documentation in accordance with clause 22documentation. This obligation shall continue for 7 years following the expiry or termination of this agreement. 29.6 If 36.6 The University may terminate this agreement by written notice with immediate effect if the Supplier is Service Provider, Service Provider Party or Service Provider Personnel (in Default all cases whether or not acting with the Service Provider's knowledge) breaches clause 36. 1. In determining whether to exercise the right of termination under this clause 29.1 and/or clause 29.236.6, the Authority may University shall give all due consideration, where appropriate, to action other than termination of this agreement unless the Prohibited Act is committed by notice:‌the Service Provider or a senior officer of the Service Provider or by an employee, Sub-Contractor or supplier not acting independently of the Service Provider. The expression "not acting independently of" (when used in relation to the Service Provider or a Sub-Contractor) means and shall be construed as acting:‌ (a) require with the Supplier University; or, (b) with the actual knowledge; of any one or more of the directors of the Service Provider or the Sub-Contractor (as the case may be); or (c) in circumstances where any one or more of the directors of the Service Provider ought reasonably to remove from performance have had knowledge. 36.7 Any notice of termination under clause 36.6 must specify: (a) the nature of the Prohibited Act; (b) the identity of the party whom the University believes has committed the Prohibited Act; and (c) the date on which this agreement will terminate. 36.8 Despite clause 23 (Dispute resolution), any Supplier's Personnel whose acts or omissions have caused dispute relating to: (a) the Defaultinterpretation of clause 36; or (b) immediately terminate this agreementthe amount or value of any gift, consideration or commission, shall be determined by the University and its decision shall be final and conclusive. 29.7 36.9 Any notice served by the Authority termination under clause 29.6 shall specify 36.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate)University.

PREVENTION OF BRIBERY. 29.1 10.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Supplier Personnel, have at any time prior to the Commencement Date:‌Framework Effective Date: (a) 10.1.1 committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) 10.1.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 10.2 The Supplier, and using best endeavours procure that the Supplier Personnel, shall not during the term of this agreement:‌Framework Agreement: (a) 10.2.1 commit a Prohibited Act; and/or (b) 10.2.2 do or suffer anything to be done which would cause the Authority Network Rail or any of the AuthorityNetwork Rail's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act Relevant Requirements or otherwise incur any liability in relation to the Bribery ActRelevant Requirements. 29.3 10.3 The Supplier shall during the term of this agreementFramework Agreement: (a) 10.3.1 establish, maintain and enforce, and require that its Sub- Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act Relevant Requirements and prevent the occurrence of a Prohibited Act; and‌; (b) 10.3.2 keep appropriate records of its compliance with its obligations under clause 29.3(a) 10.3.1 and make such records available to the Authority Network Rail promptly on request; 10.3.3 keep appropriate records of any gifts or hospitality, whether directly or indirectly given or received in connection with this Framework Agreement, and make such records available to Network Rail on request. The Supplier shall be responsible for notifying Network Rail of any gift or hospitality, whether directly or indirectly given or received in connection with this Framework Agreement, which has a value of more than £15; 10.3.4 comply with Network Rail's code of business ethics and corporate hospitality, conflicts of interests and speak out (whistleblowing) policies and any updates thereof; 10.3.5 conduct reasonable and proportionate due diligence on any person or Sub- contractor who is to perform services or provide goods in connection with this Framework Agreement, before engaging with such person, to ensure compliance with the Relevant Requirements and prevent the occurrence of a Prohibited Act; and 10.3.6 ensure that any person or sub-contractor associated with the Supplier who is performing services or providing goods in connection with this Framework Agreement does so only on the basis of a written contract which imposes on and secures from such persons terms at least equivalent to those imposed on the Supplier in this clause 10. The Supplier shall be responsible for the observance and performance, by such persons or Sub-contractors, of this clause 10, and shall be directly liable to Network Rail for any breach by such persons of this clause 10. 29.4 10.4 The Supplier shall immediately notify the Authority Network Rail in writing if it becomes aware of any breach of clause 29.1 10.1 and/or clause 29.210.2, or has reason to believe that it has or any of the Supplier's Supplier Personnel have:‌have: (a) 10.4.1 been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) 10.4.2 been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) 10.4.3 received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement Framework Agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement Framework Agreement has committed or attempted to commit a Prohibited Act. 29.5 10.5 If the Supplier makes a notification to the Authority Network Rail pursuant to clause 29.410.4, the Supplier, and using best endeavours procure that the Supplier Personnel, shall respond promptly to the AuthorityNetwork Rail's enquiries, co-operate with any investigation, and allow the Authority Network Rail to audit any books, records and/or any other relevant documentation in accordance with clause 2215 (Records and Audits Access) and clause 12 (Records, Reports, Audits and Open Book Data) of the Call-Off Terms. 29.6 10.6 If the Supplier, or the Supplier Personnel (whether acting in the Supplier's knowledge or otherwise), is in Default under clause 29.1 clauses 10.1 and/or clause 29.210.2, the Authority may and/or 10.3 Network Rail may, by notice:‌ (a) notice, require the Supplier to remove from performance of this agreement Framework Agreement any Supplier's Supplier Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 10.7 Any notice served by the Authority Network Rail under clause 29.6 10.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority Network Rail believes has committed the Prohibited Act and the action that the Authority Network Rail has elected to take (including, where relevant, the date on which this agreement Framework Agreement shall terminate). 10.8 The Supplier shall comply with all anti-slavery legislation, including the Modern Slavery Act 2015. 10.9 The Supplier shall implement due diligence procedures for its own suppliers, sub-contractors and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chain. 10.10 The Supplier shall use reasonable endeavours not to purchase any raw materials, resources or products from any country that has been sourced from producers or manufacturers using forced labour in its operations or practice. 10.11 Any breach of this clause 10 shall be a Trigger Event.

PREVENTION OF BRIBERY. 29.1 30.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 The Supplier shall not during the term of this agreement:‌ (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority or any of the Authority's employees, consultants, contractors, sub- contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreementService Provider: (a) establish, maintain and enforceshall not, and require shall procure that its Sub- contractors establishany Service Provider Party and all Service Provider Personnel shall not, maintain and enforce, policies and procedures which are adequate to ensure compliance in connection with the Bribery Act and prevent the occurrence of this agreement commit a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by warrants, represents and undertakes that it is not aware of any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) received a request or demand for any undue financial or other advantage of being given to any kind person working for or engaged by the Authority, or that an agreement has been reached to that effect, in connection with the performance execution of this agreement or otherwise suspects that agreement, excluding any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 If the Supplier makes a notification arrangement of which full details have been disclosed in writing to the Authority pursuant before execution of this agreement. 30.2 The Service Provider shall: (a) if requested, provide the Authority with any reasonable assistance, at the Authority's reasonable cost, to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act; (b) within [5] Working Days of the Commencement Date, and annually thereafter, certify to the Authority in writing (such certification to be signed by an officer of the Service Provider) compliance with this clause 29.430 by the Service Provider and all persons associated with it or other persons who are supplying goods or services in connection with this agreement. The Service Provider shall provide such supporting evidence of compliance as the Authority may reasonably request. 30.3 The Service Provider shall have an anti-bribery policy (which shall be disclosed to the Authority) to prevent any Service Provider Party or Service Provider Personnel from committing a Prohibited Act and shall enforce it where appropriate. 30.4 If any breach of clause 30.1 is suspected or known, the Supplier shall Service Provider must notify the Authority immediately. 30.5 If the Service Provider notifies the Authority that it suspects or knows that there may be a breach of clause 30.1, the Service Provider must respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or and any other relevant documentation in accordance with clause 22documentation. This obligation shall continue for seven years following the expiry or termination of this agreement. 29.6 If 30.6 The Authority may terminate this agreement by written notice with immediate effect if the Supplier is Service Provider, Service Provider Party or Service Provider Personnel (in Default all cases whether or not acting with the Service Provider's knowledge) breaches clause 30.1 30.7 Any notice of termination under clause 29.1 and/or clause 29.2, the Authority may by notice:‌30.6 must specify: (a) require the Supplier to remove from performance of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 Any notice served by the Authority under clause 29.6 shall specify the nature of the Prohibited Act, ; (b) the identity of the Party who party whom the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take Act; and (including, where relevant, c) the date on which this agreement will terminate. 30.8 Despite clause 15 (Dispute resolution), any dispute relating to: (a) the interpretation of clause 30; or (b) the amount or value of any gift, consideration or commission, shall terminate)be determined by the Authority and its decision shall be final and conclusive. 30.9 Any termination under clause 30.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Authority.

PREVENTION OF BRIBERY. 29.1 The Supplier represents and warrants that neither it, nor any Supplier Personnel: has committed a Prohibited Act; to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌ (a) committed a Prohibited Act has been or been formally notified that it is subject to an investigation investigation, inquiry or prosecution which relates to an enforcement proceedings by a governmental, administrative or regulatory body regarding any Prohibited Act or alleged Prohibited Act; and/or (b) or has been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 . The Supplier shall not promptly notify the Authority if, at any time during the term of this agreement:‌ Term, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out in 2827.1 at the relevant time. The Suppler shall (aand shall procure that its Supplier Personnel shall) during the Term: not commit a Prohibited Act; and/or (b) and/or not do or suffer omit to do anything to be done which that would cause the Authority or any of the Authority's employees, consultants, contractors, sub- sub-contractors or agents to contravene any of the Bribery Act Relevant Requirements or otherwise incur any liability in relation to the Bribery Act. 29.3 The Supplier shall during the term of this agreement: (a) establish, Relevant Requirements. have and maintain and enforce, and require that in place its Sub- contractors establish, maintain and enforce, own policies and procedures which are adequate to ensure compliance with the Bribery Act Relevant Requirements and prevent the occurrence of a Prohibited Act; and‌ (b) keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request. 29.4 The Supplier shall immediately notify the Authority (in writing writing) if it becomes aware of any breach of clause 29.1 and/or clause 29.22827.3.(a) or 2827.3.(b), or has reason to believe that it has or any of the Supplier's Personnel have:‌ (a) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (c) person associated with it has received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act. 29.5 If the Supplier makes a notification to the Authority pursuant to clause 29.4, the Supplier shall respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with clause 22. 29.6 If the Supplier is in Default under clause 29.1 and/or clause 29.2, the Authority may by notice:‌ (a) require the Supplier to remove from performance of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreement. 29.7 Any notice served by the Authority under clause 29.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate).

PREVENTION OF BRIBERY. 29.1 18.1 The Supplier Contractor represents and warrants that neither it, nor to the best of its knowledge any Supplier's Personnel, have at any time prior to the Commencement Date:‌Date: (a) committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or (b) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 29.2 18.2 The Supplier Contractor shall not during the term of this agreement:‌Agreement: (a) commit a Prohibited Act; and/or (b) do or suffer anything to be done which would cause the Authority DRS or any of the AuthorityDRS's employees, consultants, contractors, sub- sub-contractors or agents to contravene any provision of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 29.3 18.3 The Supplier Contractor shall during the term of this agreementAgreement: (a) establish, maintain and enforce, and require that its Sub- Sub-contractors establish, maintain and enforce, policies and procedures procedur es which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and‌; (b) keep appropriate records of its compliance with its obligations under clause 29.3(a18.3(a) and make such records available to the Authority DRS on request; and (c) immediately notify DRS if a foreign public official becomes an officer or employee of the Contractor or acquires a direct or indirect interest in the Contractor. The Contractor warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Agreement. 29.4 18.4 The Supplier Contractor shall immediately notify the Authority DRS in writing if it becomes aware of any breach of this clause 29.1 and/or clause 29.2, 18 or has reason to believe that it has or any of the Supplier's its Personnel have:‌have: (a) been convicted of any offence involving bribery or corruption, fraud or dishonesty; (b) been subject to an investigation or prosecution which relates to an alleged Prohibited Act; (bc) been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or (cd) received a request or demand for any undue financial or other advantage of any kind in connection with the performance of this agreement Agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement Agreement has committed or attempted to commit a Prohibited Act. 29.5 18.5 If the Supplier Contractor makes a notification to the Authority DRS pursuant to clause 29.418.4, the Supplier Contractor shall respond promptly to the AuthorityDRS's enquiries, co-operate with any investigation, and allow the Authority DRS to audit any books, records and/or any other relevant documentation in accordance with clause 2219. 29.6 If the Supplier is in Default under clause 29.1 and/or clause 29.2, the Authority 18.6 DRS may by notice:‌ (a) require the Supplier to remove from performance of this agreement any Supplier's Personnel whose acts or omissions have caused the Default; or (b) immediately terminate this agreementAgreement by written notice with immediate effect if the Contractor or its Personnel (whether or not acting with the Contractor’s knowledge) breaches this clause 18. 29.7 Any notice served by the Authority under clause 29.6 shall specify the nature of the Prohibited Act, the identity of the Party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which this agreement shall terminate).