Common use of PREVENTION OF BRIBERY Clause in Contracts

PREVENTION OF BRIBERY. ‌ 8.1 The Company: 8.1.1 shall not, and shall procure that any Director, officer, employee, adviser or representative of any of them shall not, in connection with this Agreement commit a Prohibited Act; 8.1.2 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 Council, or that an agreement has been reached to that effect, in connection with the execution of this Agreement, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Agreement. 8.2 The Company shall: 8.2.1 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 2010; and 8.2.2 within 10 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 Company) compliance with this clause 8 by the Company and all persons associated with it or other persons who are supplying goods or services in connection with this Agreement. The Company shall provide such supporting evidence of compliance as the Council may reasonably request. 8.3 The Company shall have an anti-bribery policy (which shall be disclosed to the Council) to prevent any of its Directors, officers, employees, advisers or representatives of the company from committing a Prohibited Act and shall enforce it where appropriate. 8.4 If any breach of clause 8.1 is suspected or known, the party in breach must notify the Council immediately. 8.5 If any Company notifies the Council that it suspects or knows that there may be a breach of clause 8.1, such company must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. 8.6 The Council may terminate this Agreement or any other agreement with the Company concerned by written notice with immediate effect if any such Company or Director, officer, employee, adviser or representative of such Company (in all cases whether or not acting with such Company's knowledge) breaches clause 8.1. 8.7 Any notice of termination under clause 8.6 must specify: 8.7.1 the nature of the Prohibited Act; 8.7.2 the identity of the party whom the Council believes has committed the Prohibited Act; and 8.7.3 the date on which this Agreement shall terminate. 8.8 Any dispute relating to: 8.8.1 the interpretation of this clause 8; or 8.8.2 the amount or value of any gift, consideration or commission; shall be determined by the Council and its decision shall be final and conclusive. 8.9 Any termination under clause 8.6 shall be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY. ‌ 8.1 21.1 The CompanyProvider: 8.1.1 (a) shall not, and shall procure that any Director, officer, employee, adviser or representative of any of them the Staff and all Sub-Contractor personnel shall not, in connection with this Framework Agreement and any Contract made under it commit a Prohibited Act;; and 8.1.2 (b) 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 CouncilCouncil or any Other Contracting Body, or that an agreement has been reached to that effect, in connection with the execution of this Framework Agreement, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Framework Agreement. 8.2 21.2 The Company Provider shall: 8.2.1 (a) if requested, provide the Council with any reasonable assistance, at the Council's ’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 2010Xxxxxxx Xxx 0000; and 8.2.2 (b) within 10 Business 5 Working Days of the date of this AgreementCommencement Date, and if requested annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the CompanyProvider) compliance with this clause 8 21 by the Company Provider and all persons associated with it or other persons who are supplying goods or services in connection with this Framework Agreement. The Company Provider shall provide such supporting evidence of compliance as the Council may reasonably request. 8.3 21.3 The Company Provider shall have an anti-bribery policy (which shall if requested be disclosed to the Council) to prevent any of its Directors, officers, employees, advisers Staff or representatives of the company Sub-Contractors from committing a Prohibited Act and shall enforce it where appropriate. 8.4 21.4 If any breach of clause 8.1 21.1 is suspected or known, the party in breach Provider must notify the Council immediately. 8.5 21.5 If any Company the Provider notifies the Council that it suspects or knows that there may be a breach of clause 8.121, such company the Provider must respond promptly to the Council's ’s enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentationdocuments. This obligation shall continue for 6 years following the expiry or termination of this Framework Agreement. 8.6 21.6 The Council may terminate this Framework Agreement or and/or any other agreement Contract and any Other Contracting Body may terminate any Contract with the Company concerned Provider by written notice with immediate effect if any such Company the Provider, its Staff or Director, officer, employee, adviser or representative of such Company Sub-Contractors (in all cases whether or not acting with such Companythe Provider's knowledge) breaches clause 8.121.1. 8.7 Any notice of termination under 21.7 Despite clause 8.6 must specify: 8.7.1 the nature of the Prohibited Act; 8.7.2 the identity of the party whom the Council believes has committed the Prohibited Act; and 8.7.3 the date on which this Agreement shall terminate. 8.8 Any 20, any dispute relating to: 8.8.1 (a) the interpretation of this clause 821; or 8.8.2 (b) the amount or value of any gift, consideration or commission; , shall be determined by the Council and its decision shall be final and conclusive. 8.9 21.8 Any termination under this clause 8.6 shall 21 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY. ‌ 8.1 The Company33.1 Encompass: 8.1.1 33.1.1 shall not, and shall procure that any Director, officer, employee, adviser or representative of any of them its Staff shall not, in connection with this Agreement commit a Prohibited Act; 8.1.2 33.1.2 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 Council, or that an agreement has been reached to that effect, in connection with the execution of this Agreement, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Agreement. 8.2 The Company shall: 8.2.1 33.1.3 Shall if requested, provide the Council with any reasonable assistance, at the Council's ’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 2010; andAct; 8.2.2 33.1.4 Shall within 10 Business ten Working Days of the date of this AgreementCommencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the CompanyEncompass) compliance with this clause 8 by the Company Encompass and all persons associated with it or other persons who are supplying goods or services in connection with this Agreement, and where requested supply a copy of its anti-bribery policy. The Company Encompass shall provide such supporting evidence of compliance as the Council may reasonably request. 8.3 The Company shall have an anti-bribery policy (which shall be disclosed to the Council) to prevent any of its Directors, officers, employees, advisers or representatives of the company from committing a Prohibited Act and shall enforce it where appropriate. 8.4 33.2 If any breach of clause 8.1 Clause 33 is suspected or known, the party in breach Encompass must notify the Council immediately. 8.5 33.3 If any Company Encompass notifies the Council that it suspects or knows that there may be a breach of clause 8.133.1, such company Encompass must respond promptly to the Council's ’s enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. This obligation shall continue for six years following the expiry or termination of this Agreement. 8.6 33.4 The Council may terminate this Agreement or any other agreement with the Company concerned by written notice with immediate effect if any such Company Encompass, or Director, officer, employee, adviser or representative of such Company Encompass’s Staff (in all cases whether or not acting with such CompanyEncompass's knowledge) breaches clause 8.1Clause 33. The Council may consider action other than to terminate if it deems appropriate. 8.7 33.5 Any notice of termination under clause 8.6 33.4 must specify: 8.7.1 specify:33.5.1 the nature of the Prohibited Act; 8.7.2 the identity of the party whom the Council believes has committed the Prohibited Act; and 8.7.3 the date on which this Agreement shall terminate. 8.8 Any dispute relating to: 8.8.1 the interpretation of this clause 8; or 8.8.2 the amount or value of any gift, consideration or commission; shall be determined by the Council and its decision shall be final and conclusive. 8.9 Any termination under clause 8.6 shall be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY. ‌ 8.1 15.1 The CompanyProvider: 8.1.1 15.1.1 shall not, and shall procure that any Director, officer, employee, adviser or representative of any of them the Personnel and all Sub-Contractor personnel shall not, in connection with this Agreement PDPS and any Call-Off Contract made under it commit a Prohibited Act;; and 8.1.2 15.1.2 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 Council, or that an agreement has been reached to that effect, in connection with the execution of this AgreementPDPS, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this AgreementPDPS. 8.2 15.2 The Company Provider shall: 8.2.1 15.2.1 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 2010; and 8.2.2 15.2.2 within 10 Business 30 Working Days of the date of this AgreementCommencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the CompanyProvider) compliance with this clause 8 15 by the Company Service Provider and all persons associated with it or other persons who are supplying goods or services in connection with this AgreementPDPS. The Company Provider shall provide such supporting evidence of compliance as the Council may reasonably request. 8.3 15.3 The Company Provider shall have an anti-bribery policy (which shall be disclosed to the Council) to prevent any of its Directors, officers, employees, advisers Personnel or representatives of the company Sub-Contractors from committing a Prohibited Act and shall enforce it where appropriate. 8.4 15.4 If any breach of clause 8.1 15 is suspected or known, the party in breach Provider must notify the Council immediately. 8.5 15.5 If any Company the Provider notifies the Council that it suspects or knows that there may be a breach of clause 8.115, such company the Provider must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentationdocuments. This obligation shall continue for 6 years following the expiry or termination of this PDPS. 8.6 15.6 The Council may terminate this Agreement or any other agreement with the Company concerned PDPS by written notice with immediate effect if any such Company the Service Provider, its Staff or Director, officer, employee, adviser or representative of such Company Sub-Contractors (in all cases whether or not acting with such Companythe Provider's knowledge) breaches clause 8.115. 8.7 15.7 Any notice of termination under clause 8.6 15 must specify: 8.7.1 15.7.1 the nature of the Prohibited Act; 8.7.2 15.7.2 the identity of the party whom the Council believes has committed the Prohibited Act; and 8.7.3 15.7.3 the date on which this Agreement shall PDPS will terminate. 8.8 Any 15.8 Despite clause 16, any dispute relating to: 8.8.1 15.8.1 the interpretation of this clause 815; or 8.8.2 15.8.2 the amount or value of any gift, consideration or commission; , shall be determined by the Council and its decision shall be final and conclusive. 8.9 15.9 Any termination under this clause 8.6 shall 15 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY. ‌ 8.1 The Company: 8.1.1 Service Provider: shall not, and shall procure that any Director, officer, employee, adviser or representative of any of them Service Provider Party and all Service Provider Personnel shall not, in connection with this Agreement commit a Prohibited Act; 8.1.2 ; 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 CouncilContracting Body, or that an agreement has been reached to that effect, in connection with the execution of this Agreement, excluding any arrangement of which full details have been disclosed in writing to the Council Contracting Body before execution of this Agreement. 8.2 . The Company Service Provider shall: 8.2.1 : if requested, provide the Council Contracting Body with any reasonable assistance, at the CouncilContracting Body's reasonable cost, to enable the Council Contracting Body to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010Act; and 8.2.2 within 10 Business 14 Working Days of the date of this AgreementCommencement Date, and annually thereafter, certify to the Council Contracting Body in writing (such certification to be signed by an officer of the CompanyService Provider) compliance with this clause 8 by the Company Service Provider and all persons associated with it or other persons who are supplying goods or services in connection with this Agreement. The Company Service Provider shall provide such supporting evidence of compliance as the Council Contracting Body may reasonably request. 8.3 . The Company Service Provider shall have an anti-bribery policy (which shall be disclosed made available upon request to the CouncilContracting Body) to prevent any of its Directors, officers, employees, advisers Service Provider Party or representatives of the company Service Provider Personnel from committing a Prohibited Act and shall enforce it where appropriate. 8.4 . If any breach of clause 8.1 36.1 is suspected or known, the party in breach Service Provider must notify the Council Contracting Body immediately. 8.5 . If any Company the Service Provider notifies the Council Contracting Body that it suspects or knows that there may be a breach of clause 8.136.1, such company the Service Provider must respond promptly to the CouncilContracting Body's enquiries, co-operate with any investigation, and allow the Council Contracting Body to audit books, records and any other relevant documentation. 8.6 The Council may terminate this Agreement . This obligation shall continue for 7 years following the expiry or any other agreement with the Company concerned by written notice with immediate effect if any such Company or Director, officer, employee, adviser or representative of such Company (in all cases whether or not acting with such Company's knowledge) breaches clause 8.1. 8.7 Any notice of termination under clause 8.6 must specify: 8.7.1 the nature of the Prohibited Act; 8.7.2 the identity of the party whom the Council believes has committed the Prohibited Act; and 8.7.3 the date on which this Agreement shall terminate. 8.8 Any dispute relating to: 8.8.1 the interpretation of this clause 8; or 8.8.2 the amount or value of any gift, consideration or commission; shall be determined by the Council and its decision shall be final and conclusiveAgreement. 8.9 Any termination under clause 8.6 shall be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY. ‌ 8.1 34.1 The CompanyProvider: 8.1.1 34.1.1 shall not, and shall procure that any Director, officer, employee, adviser or representative of any of them Employees shall not, in connection with this Agreement Agreement, commit a Prohibited Act; 8.1.2 34.1.2 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 Council, or that an agreement has been reached to that effect, in connection with the execution of this Agreement, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Agreement. 8.2 34.2 The Company Provider shall: 8.2.1 , 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 2010; and 8.2.2 within 10 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 Company) compliance with this clause 8 by the Company and all persons associated with it or other persons who are supplying goods or services in connection with this Agreement. The Company shall provide such supporting evidence of compliance as the Council may reasonably requestXxxxxxx Xxx 0000. 8.3 34.3 The Company Provider shall have an anti-bribery policy (which shall be disclosed to the Council) to prevent any of its Directors, officers, employees, advisers sub-contractor or representatives of the company Employees from committing a Prohibited Act and shall enforce it where appropriate. 8.4 34.4 If any breach of clause 8.1 34 is suspected or known, the party in breach Provider must notify the Council immediately. 8.5 . If any Company the Provider notifies the Council that it suspects or knows that there may be a breach of clause 8.134, such company the Provider must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. 8.6 34.5 The Council may terminate this Agreement in accordance with clause 12.1.3 if the Provider or any other agreement with the Company concerned by written notice with immediate effect if any such Company or Director, officer, employee, adviser or representative of such Company Employees (in all cases whether or not acting with such Companythe Provider's knowledge) breaches breach any obligations contained in this clause 8.134. 8.7 Any notice of termination under 34.6 Despite clause 8.6 must specify: 8.7.1 the nature of the Prohibited Act; 8.7.2 the identity of the party whom the Council believes has committed the Prohibited Act; and 8.7.3 the date on which this Agreement shall terminate. 8.8 Any 14 (Dispute Resolution), any dispute relating to: 8.8.1 34.6.1 the interpretation of this clause 834; or 8.8.2 34.6.2 the amount or value of any gift, consideration or commission; , shall be determined by the Council and its decision shall be final and conclusive. 8.9 34.7 Any termination under clause 8.6 shall 34.5 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY. ‌ 8.1 15.1 The CompanyProvider: 8.1.1 15.1.1 shall not, and shall procure that any Director, officer, employee, adviser or representative of any of them the Personnel and all Sub-Contractor personnel shall not, in connection with this Agreement PDPS and any Call-Off Contract made under it commit a Prohibited Act;; and 8.1.2 15.1.2 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 Council, or that an agreement has been reached to that effect, in connection with the execution of this AgreementPDPS, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this AgreementPDPS. 8.2 15.2 The Company Provider shall: 8.2.1 15.2.1 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 2010Xxxxxxx Xxx 0000; and 8.2.2 15.2.2 within 10 Business 30 Working Days of the date of this AgreementCommencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the CompanyProvider) compliance with this clause 8 15 by the Company Service Provider and all persons associated with it or other persons who are supplying goods or services in connection with this AgreementPDPS. The Company Provider shall provide such supporting evidence of compliance as the Council may reasonably request. 8.3 15.3 The Company Provider shall have an anti-bribery policy (which shall be disclosed to the Council) to prevent any of its Directors, officers, employees, advisers Personnel or representatives of the company Sub-Contractors from committing a Prohibited Act and shall enforce it where appropriate. 8.4 15.4 If any breach of clause 8.1 15 is suspected or known, the party in breach Provider must notify the Council immediately. 8.5 15.5 If any Company the Provider notifies the Council that it suspects or knows that there may be a breach of clause 8.115, such company the Provider must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentationdocuments. This obligation shall continue for 6 years following the expiry or termination of this PDPS. 8.6 15.6 The Council may terminate this Agreement or any other agreement with the Company concerned PDPS by written notice with immediate effect if any such Company the Service Provider, its Staff or Director, officer, employee, adviser or representative of such Company Sub-Contractors (in all cases whether or not acting with such Companythe Provider's knowledge) breaches clause 8.115. 8.7 15.7 Any notice of termination under clause 8.6 15 must specify: 8.7.1 15.7.1 the nature of the Prohibited Act; 8.7.2 15.7.2 the identity of the party whom the Council believes has committed the Prohibited Act; and 8.7.3 15.7.3 the date on which this Agreement shall PDPS will terminate. 8.8 Any 15.8 Despite clause 16, any dispute relating to: 8.8.1 15.8.1 the interpretation of this clause 815; or 8.8.2 15.8.2 the amount or value of any gift, consideration or commission; , shall be determined by the Council and its decision shall be final and conclusive. 8.9 15.9 Any termination under this clause 8.6 shall 15 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY. ‌ 8.1 The Company: 8.1.1 Contractor shall not, and shall procure that any Director, officer, employee, adviser or representative of any of them Sub-contractor and all Contractor Employees shall not, in connection with this Agreement commit a Prohibited Act;. 8.1.2 8.2 The Contractor 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 Council, or that an agreement has been reached to that effect, in connection with the execution of this Agreement, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Agreement. 8.2 8.3 The Company shall: 8.2.1 Contractor 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 2010; and 8.2.2 within 10 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 Company) compliance with this clause 8 by the Company and all persons associated with it or other persons who are supplying goods or services in connection with this Agreement. The Company shall provide such supporting evidence of compliance as the Council may reasonably requestXxxxxxx Xxx 0000. 8.3 8.4 The Company Contractor shall have an anti-bribery policy (which shall be disclosed to the Council) to prevent any of its Directors, officers, employees, advisers sub-contractor or representatives of the company Contractor Employees from committing a Prohibited Act and shall enforce it where appropriate. 8.4 8.5 If any breach of this clause 8.1 8 is suspected or known, the party in breach Contractor must notify the Council immediately. 8.5 . If any Company the Contractor notifies the Council that it suspects or knows that there may be a breach of this clause 8.18, such company the Contractor must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. 8.6 The Council may terminate this Agreement or any other agreement with the Company concerned by written notice with immediate effect if any such Company the Contractor, Sub-contractor or Director, officer, employee, adviser or representative of such Company Contractor Employees (in all cases whether or not acting with such Companythe Contractor's knowledge) breaches this clause 8.18. 8.7 Any notice of termination under clause 8.6 8.5 must specify: 8.7.1 the nature of the Prohibited Act; 8.7.2 the identity of the party whom the Council believes has committed the Prohibited Act; and 8.7.3 the date on which this Agreement shall will terminate. 8.8 Any Despite clause 34 (Dispute Resolution Procedure), any dispute relating to: 8.8.1 35.7.1.1 the interpretation of this clause 8; or 8.8.2 the amount or value of any gift, consideration or commission; shall be determined by the Council and its decision shall be final and conclusive. 8.9 Any termination under clause 8.6 shall be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY. ‌46.1 The Nominee Company and the Council:- 8.1 The Company: 8.1.1 46.1.1 shall not, and shall procure that any Director, officer, employee, adviser or representative of any of them shall not, in connection with this Agreement not commit a Prohibited Act; 8.1.2 46.1.2 warrants, represents and undertakes that it is not aware of any improper financial or other advantage being given to any person working for or engaged by the Council, Nominee Company or that an agreement has been reached to that effect, the Council as the case may be in connection with the execution of this Agreement, excluding any arrangement of which full details have been disclosed in writing to the Nominee Company or the Council as the case may be before execution of this Agreement.; 8.2 The Company shall: 8.2.1 if requested, provide the Council 46.1.3 shall have and comply 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 2010Adequate Procedures; and 8.2.2 within 10 Business Days 46.1.4 shall provide evidence of the date of this Agreement, and annually thereafter, certify its Adequate Procedures to the Nominee Company or the Council in writing (such certification to be signed by an officer of the Company) compliance with this clause 8 by the Company and all persons associated with it or other persons who are supplying goods or services in connection with this Agreement. The Company shall provide such supporting evidence of compliance as the Council case may reasonably be within 30 days of written request. 8.3 46.2 The Nominee Company and the Council shall have operate and maintain through the term of this Agreement an anti-bribery policy (which shall be disclosed disclosable to the CouncilNominee Company or the Council as the case may be within 7 days of written request) to prevent any of its Directors, officers, employees, advisers or representatives of the company employee from committing a Prohibited Act and shall enforce it where appropriate. 8.4 46.3 If any breach of clause 8.1 is Clause 46is suspected or knownknown by the Nominee Company or the Council, the party in breach that Party must notify the Nominee Company or the Council as the case may be immediately. 8.5 46.4 If any the Nominee Company or the Council notifies the Council other that it suspects or knows that there may be a breach of clause 8.1, such company Clause 46.1 the notifying Party must respond promptly to the Council's related enquiries, co-operate with any investigation, investigation of the Nominee Company or the Council as the case may be and allow the Nominee Company or the Council as the case may be to audit books, records and any other relevant documentationdocumentation on request. 8.6 46.5 The Nominee Company or the Council may may, without prejudice to any other rights and remedies available under this Agreement, terminate this Agreement or any other agreement with the Company concerned by written notice with immediate effect if any such to the Nominee Company or Directorthe Council as the case may be for breach of Clause 46.1 and recover from the Party in breach any loss suffered arising from such termination. In determining whether to exercise the right of termination under this Clause 46, officerthe Nominee Company or the Council as the case may be shall give all due consideration, employeewhere appropriate, adviser to action other than termination of this Agreement unless the Prohibited Act is committed by an individual or representative a member of such the Nominee Company (in all cases whether Group or Council Group not acting independently of the Party in breach. The expression "not acting independently of" (when used in this Clause) shall be construed as acting:- 46.5.1 with such Company's the authority; or 46.5.2 with the actual knowledge of any one or more of the directors of the Party in breach, or 46.5.3 in circumstances where one or more of the directors of the Party in breach ought reasonably to have had knowledge) breaches clause 8.1. 8.7 46.6 Any notice of termination under clause 8.6 Clause 46.5 must specify:specify:- 8.7.1 46.6.1 the nature of the Prohibited Act; 8.7.2 46.6.2 the identity of the party whom the Council believes has believed to have committed the Prohibited Act; and 8.7.3 the date on which this Agreement shall terminate. 8.8 Any dispute relating to: 8.8.1 the interpretation of this clause 8; or 8.8.2 the amount or value of any gift, consideration or commission; shall be determined by the Council and its decision shall be final and conclusive. 8.9 46.7 Any termination under clause 8.6 Clause 46.5 shall be without prejudice to any right or remedy which has already accrued or subsequently accrues to the CouncilParty terminating the Agreement. 46.8 Any termination under Clause 46.5 as a result of a breach of Clause 46.1 by the Council shall be a Council Default Event and the provisions of Clause 21 shall apply. 46.9 Any termination under Clause 46.5 as a result of a breach of Clause 46.1 by the Nominee Company shall be a Nominee Company Default Event and the provisions of Clause 21 shall apply. 46.10 For the avoidance of doubt, the Nominee Company and the Council shall be responsible for the acts and omissions of members of the Nominee Company Group and the Council Group (as applicable) and for the purpose of this Clause 46 any act, default or omission of any such group member shall be deemed to be an act, default or omission of the Nominee Company or the Council as applicable. 46.11 Delivery Vehicle will, and the Nominee Company and the Council will use all their powers in relation to Delivery Vehicle to ensure that Delivery Vehicle will:- 46.11.1 not do or omit to do any act or thing which would constitute a Prohibited Act; and 46.11.2 within 30 days of completion prepare and implement an anti-bribery policy to prevent any employee from committing a Prohibited Act and shall enforce it where appropriate and have in place Adequate Procedures; and 46.11.3 comply with the Adequate Procedures and the anti-bribery policy.

PREVENTION OF BRIBERY. ‌ 8.1 37.1 The CompanyProvider: 8.1.1 (a) shall not, and shall procure that any Director, officer, employee, adviser or representative of any of them Provider Party and all Provider Personnel shall not, in connection with this Agreement commit a Prohibited Act; 8.1.2 (b) 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 CouncilAuthority, or that an agreement has been reached to that effect, in connection with the execution of this Agreement, excluding any arrangement of which full details have been disclosed in writing to the Council Authority before execution of this Agreement. 8.2 37.2 The Company Provider shall: 8.2.1 (a) if requested, provide the Council Authority with any reasonable assistance, at the CouncilAuthority's reasonable cost, to enable the Council 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 2010; andAct; 8.2.2 (b) within 10 Business Working Days of the date of this AgreementCommencement Date, and annually thereafter, certify to the Council Authority in writing (such certification to be signed by an officer of the CompanyProvider) compliance with this clause 8 37 by the Company Provider and all persons associated with it or other persons who are supplying goods or services in connection with this Agreement. The Company Provider shall provide such supporting evidence of compliance as the Council Authority may reasonably request. 8.3 37.3 The Company Provider shall have an anti-bribery policy (which shall be disclosed to the CouncilAuthority) to prevent any of its Directors, officers, employees, advisers Provider Party or representatives of the company Provider Personnel from committing a Prohibited Act and shall enforce it where appropriate. 8.4 37.4 If any breach of clause 8.1 37.1 is suspected or known, the party in breach Provider must notify the Council Authority immediately. 8.5 37.5 If any Company the Provider notifies the Council Authority that it suspects or knows that there may be a breach of clause 8.137.1, such company the Provider must respond promptly to the CouncilAuthority's enquiries, co-operate with any investigation, and allow the Council Authority to audit books, records and any other relevant documentation. This obligation shall continue for six years following the expiry or termination of this Agreement. 8.6 (a) The Council Authority may terminate this Agreement or any other agreement with the Company concerned by written notice with immediate effect if any such Company the Provider, Provider Party or Director, officer, employee, adviser or representative of such Company Provider Personnel (in all cases whether or not acting with such Companythe Provider's knowledge) breaches clause 8.1.37.1 8.7 37.6 Any notice of termination under clause 8.6 37.5(a) must specify: 8.7.1 (a) the nature of the Prohibited Act; 8.7.2 (b) the identity of the party whom the Council Authority believes has committed the Prohibited Act; and 8.7.3 (c) the date on which this Agreement shall will terminate. 8.8 Any 37.7 Despite clause 25 (Dispute resolution), any dispute relating to: 8.8.1 (a) the interpretation of this clause 837; or 8.8.2 (b) the amount or value of any gift, consideration or commission; , shall be determined by the Council Authority and its decision shall be final and conclusive. 8.9 37.8 Any termination under clause 8.6 shall 37.5(a) will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the CouncilAuthority.

PREVENTION OF BRIBERY. ‌ 8.1 The Company: 8.1.1 Contractor shall not, and shall procure that any Director, officer, employee, adviser or representative of any of them Sub-contractor and all Contractor Employees shall not, in connection with this Agreement commit a Prohibited Act;. 8.1.2 8.2 The Contractor 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 Council, or that an agreement has been reached to that effect, in connection with the execution of this Agreement, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Agreement. 8.2 8.3 The Company shall: 8.2.1 Contractor 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 2010; and 8.2.2 within 10 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 Company) compliance with this clause 8 by the Company and all persons associated with it or other persons who are supplying goods or services in connection with this Agreement. The Company shall provide such supporting evidence of compliance as the Council may reasonably request. 8.3 8.4 The Company Contractor shall have an anti-bribery policy (which shall be disclosed to the Council) to prevent any of its Directors, officers, employees, advisers sub-contractor or representatives of the company Contractor Employees from committing a Prohibited Act and shall enforce it where appropriate. 8.4 8.5 If any breach of this clause 8.1 8 is suspected or known, the party in breach Contractor must notify the Council immediately. 8.5 . If any Company the Contractor notifies the Council that it suspects or knows that there may be a breach of this clause 8.18, such company the Contractor must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. 8.6 The Council may terminate this Agreement or any other agreement with the Company concerned by written notice with immediate effect if any such Company the Contractor, Sub-contractor or Director, officer, employee, adviser or representative of such Company Contractor Employees (in all cases whether or not acting with such Companythe Contractor's knowledge) breaches this clause 8.18. 8.7 Any notice of termination under clause 8.6 8.5 must specify: 8.7.1 the nature of the Prohibited Act; 8.7.2 the identity of the party whom the Council believes has committed the Prohibited Act; and 8.7.3 the date on which this Agreement shall will terminate. 8.8 Any Despite clause 34 (Dispute Resolution Procedure), any dispute relating to: 8.8.1 35.7.1.1 the interpretation of this clause 8; or 8.8.2 the amount or value of any gift, consideration or commission; shall be determined by the Council and its decision shall be final and conclusive. 8.9 Any termination under clause 8.6 shall be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.