Common use of Prevention of Corruption Clause in Contracts

Prevention of Corruption. The Supplier: (a) acknowledges that it has read, is fully aware of and shall comply with all of the Company’s Anti- Corruption Policies; (b) shall comply with, and not engage in any activity, practice or conduct or omit to take any actions which will cause either it or the Company to be in violation of any Anti-Corruption Law or Anti-Corruption Policy; (c) acknowledges and hereby expressly agrees that, regardless of any other provision in this Agreement, nothing in this Agreement requires the Company to do, or omit to do, any act which would, in the Company’s reasonable opinion, put it in breach of any of the Anti-Corruption Law or Anti-Corruption Policy; (d) shall have and maintain in place throughout the term of this Agreement its own policies and procedures relating to the prevention of bribery, fraud, kickbacks and other corruption acts and ensure its compliance with the requirements of this clause 21, and will enforce them where appropriate; (e) if requested, provide the Company with all reasonable assistance, at the Company’s reasonable cost, to enable the Company to perform any activity required by any Authority for the purpose of compliance with any of the Anti-Corruption Law or Anti-Corruption Policy; (f) shall promptly report to the Company (i) any request or demand for any bribe, kickback, (ii) any request to engage in any fraudulent or corrupt act, and (iii) any attempt to gain an undue financial or other advantage of any kind, received by the Supplier or any Associated Person; (g) warrants to the Company that as at the Date of Agreement no Public Official is a direct or indirect owner, officer or employee, of the Supplier and undertakes to immediately notify the Company in writing if any Public Official becomes a direct or indirect owner, officer or employee, of the Supplier; and (h) shall, upon request, certify to the Company in writing signed by an officer of the Supplier, compliance with this clause 21.1 by the Suppler and all Associated Persons and provide such supporting evidence of compliance as the Company may reasonably request.

Prevention of Corruption. The Supplier: (a) acknowledges that Service Provider warrants and represents that: it has read, is fully aware of and shall comply with all of not committed any offence under the Company’s Anti- Corruption Policies; (b) shall comply with, and not engage in any activity, practice Bribery Act 2010 or conduct or omit to take any actions which will cause either it or the Company to be in violation of any Anti-Corruption Law or Anti-Corruption Policy; (c) acknowledges and hereby expressly agrees that, regardless of any other provision in this Agreement, nothing in this Agreement requires the Company to do, or omit to do, any act which would, in the Company’s reasonable opinion, put it in breach of done any of the Anti-Corruption Law following (“Prohibited Acts”): offered, given or Anti-Corruption Policy; agreed to give any officer or employee of the Fund any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this or any other agreement with the Fund or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Fund; or in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (dincluding the terms and conditions of the agreement for its payment) shall have been disclosed in writing to the Fund; and maintain it has in place throughout adequate procedures to prevent bribery and corruption, as contemplated by section 7 of the term Bribery Act 2010. If the Service Provider or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Service Provider in relation to this Agreement its own policies or any other agreement with the Fund: the Fund shall be entitled: to terminate this Contract and procedures relating recover from the Service Provider the amount of any loss resulting from the termination; to recover from the Service Provider the amount or value of any gift, consideration or commission concerned; and to recover from the Service Provider any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; any termination under clause 41.2.1 shall be without prejudice to any right or remedy that has already accrued, or subsequently accrues, to the prevention of briberyFund; and notwithstanding the dispute resolution procedure set out in clause 55, fraud, kickbacks and other corruption acts and ensure its compliance with any dispute relating to: the requirements interpretation of this clause 2141; or the amount or value of any gift, consideration or commission, shall be determined by the Fund, acting reasonably, and will enforce them where appropriate; (e) if requested, provide the Company with all reasonable assistance, at the Company’s reasonable cost, to enable the Company to perform any activity required by any Authority for the purpose of compliance with any of the Anti-Corruption Law or Anti-Corruption Policy; (f) decision shall promptly report to the Company (i) any request or demand for any bribe, kickback, (ii) any request to engage in any fraudulent or corrupt act, be final and (iii) any attempt to gain an undue financial or other advantage of any kind, received by the Supplier or any Associated Person; (g) warrants to the Company that as at the Date of Agreement no Public Official is a direct or indirect owner, officer or employee, of the Supplier and undertakes to immediately notify the Company in writing if any Public Official becomes a direct or indirect owner, officer or employee, of the Supplier; and (h) shall, upon request, certify to the Company in writing signed by an officer of the Supplier, compliance with this clause 21.1 by the Suppler and all Associated Persons and provide such supporting evidence of compliance as the Company may reasonably requestconclusive.

Prevention of Corruption. The Supplier: (a) acknowledges that it has read, is fully aware of its Staff and the Supplier's agents and contractors, including each sub‑contractor shall comply not, in connection with all of the Company’s Anti- Corruption Policies; (b) shall comply with, and not engage in any activity, practice or conduct or omit to take any actions which will cause either it or the Company to be in violation of any Anti-Corruption Law or Anti-Corruption Policy; (c) acknowledges and hereby expressly agrees that, regardless of any other provision in this Agreement: directly or indirectly offer, nothing in this Agreement requires promise or give any person working for or engaged by the Company to do, or omit to do, any act which would, in the Company’s reasonable opinion, put it in breach of any of the Anti-Corruption Law or Anti-Corruption Policy; (d) shall have and maintain in place throughout the term of this Agreement its own policies and procedures relating to the prevention of bribery, fraud, kickbacks and other corruption acts and ensure its compliance with the requirements of this clause 21, and will enforce them where appropriate; (e) if requested, provide the Company with all reasonable assistance, at the Company’s reasonable cost, to enable the Company to perform any activity required by any Authority for the purpose of compliance with any of the Anti-Corruption Law or Anti-Corruption Policy; (f) shall promptly report to the Company (i) any request or demand for any bribe, kickback, (ii) any request to engage in any fraudulent or corrupt act, and (iii) any attempt to gain an undue Commissioner a financial or other advantage to: induce that person to perform improperly a relevant function or activity; or reward that person for improper performance of a relevant function or activity; directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity. The Supplier shall not enter into this Agreement if it has knowledge that, in connection with it, any financial or other advantage has been, or will be, given to any person working for or engaged by the Commissioner, or that an agreement has been reached to that effect, unless details of any kind, received by the Supplier or any Associated Person; (g) warrants such arrangement have been disclosed in writing to the Company that as at the Date Commissioner before execution of Agreement no Public Official is a direct or indirect owner, officer or employee, this Agreement. The Supplier shall have an anti-bribery policy and procedure (details of the Supplier and undertakes to immediately notify the Company in writing if any Public Official becomes a direct or indirect owner, officer or employee, of the Supplier; and (h) shall, upon request, certify which shall be disclosed to the Company in writing signed by an officer Commissioner) to prevent any of its Staff, agents or sub-contractors from bribing another person or being bribed. If any of the Supplier, compliance its Staff, agents or sub-contractors, (in all cases whether or not acting with the Supplier's knowledge): breaches clause 45.1; breaches any applicable legal and regulatory anti-bribery obligations, including the Xxxxxxx Xxx 0000; or commits a Prohibited Act; the Commissioner may terminate this Agreement by written notice with immediate effect. If any breach of clause 21.1 45.4 is suspected or known the Supplier shall notify the Commissioner of such suspected or known breach immediately. In the event that the Supplier notifies the Commissioner that it suspects or knows that there may be a breach of clause 45.4 the Supplier shall respond promptly to the Commissioner's enquiries, co-operate with any investigation and allow the Commissioner to audit books, records, and any other relevant documentation. Any termination under clause 45.4 shall be without prejudice to any right or remedy which has already accrued, or subsequently accrues, to the Commissioner. Notwithstanding clause 15 (Dispute Resolution), any dispute relating to: the interpretation of clauses 45.1 to 45.4 inclusive; or the amount or value of any gift, consideration or commission, shall be determined by the Suppler Commissioner and all Associated Persons the decision shall be final and provide such supporting evidence of compliance as the Company may reasonably requestconclusive.

Prevention of Corruption. 29.1 The SupplierParties shall not, and each Party shall ensure that its staff shall not, induce, do or agree to do any other act, failure to act or thing in connection with this Agreement or any Agreed Order, that contravenes any law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including: (a) acknowledges that it has reada. The Bribery Act 2010, is fully aware Companies Act 2006, Fraud Act 2006, Proceeds of Crime Act 2002 and shall comply with all of the Company’s Anti- Corruption PoliciesTheft Act 1968; (b) shall comply withb. In the case of a Public Official, any law applicable to the Public Official in their capacity as such; and c. The principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions signed in Paris on 17 December 1997, which entered into force in 15 February 1999, and the commentaries to it from time to time. 29.2 If a Party is in breach of this clause 29, the non- defaulting Party shall be empowered to terminate the Agreement and recover from the defaulting Party the amount of any loss resulting from such termination if: a. The defaulting Party or any person employed or acting on its behalf shall have offered or given or agreed to give any person any gift or inducement or reward in relation to the obtaining or execution of this Agreement or shall have given any fee or reward, the receipt of which is an offence under the anti-bribery and corruption or anti-money laundering legislation, or any statutory modification or amendment thereto; or b. The defaulting Party or any person employed or acting on its shall have committed any breach of any applicable laws, statutes, regulations and codes relating to anti-bribery, anticorruption or anti-money laundering legislation, including but not engage limited to the Bribery Act 2010 or have engaged in any activity, practice or conduct which would constitute an offence under sections 1, 2 or omit to take any actions which will cause either it 6 of the Bribery Act 2010 if such activity, practice or the Company to be in violation of any Anti-Corruption Law or Anti-Corruption Policy; (c) acknowledges and hereby expressly agrees that, regardless of any other provision in this Agreement, nothing in this Agreement requires the Company to do, or omit to do, any act which would, conduct had been carried out in the Company’s reasonable opinion, put it in breach of any of the Anti-Corruption Law or Anti-Corruption Policy; (d) shall have and maintain in place throughout the term of this Agreement its own policies and procedures relating to the prevention of bribery, fraud, kickbacks and other corruption acts and ensure its compliance with the requirements of this clause 21, and will enforce them where appropriate; (e) if requested, provide the Company with all reasonable assistance, at the Company’s reasonable cost, to enable the Company to perform any activity required by any Authority for the purpose of compliance with any of the Anti-Corruption Law or Anti-Corruption Policy; (f) shall promptly report to the Company (i) any request or demand for any bribe, kickback, (ii) any request to engage in any fraudulent or corrupt act, and (iii) any attempt to gain an undue financial or other advantage of any kind, received by the Supplier or any Associated Person; (g) warrants to the Company that as at the Date of Agreement no Public Official is a direct or indirect owner, officer or employee, of the Supplier and undertakes to immediately notify the Company in writing if any Public Official becomes a direct or indirect owner, officer or employee, of the Supplier; and (h) shall, upon request, certify to the Company in writing signed by an officer of the Supplier, compliance with this clause 21.1 by the Suppler and all Associated Persons and provide such supporting evidence of compliance as the Company may reasonably requestUnited Kingdom.

Prevention of Corruption. 23.1 The Supplier: (a) acknowledges Service Provider shall not, and shall procure that its Staff shall not, offer or give or agree to give any person any gift or consideration of any kind as an inducement or reward in relation to this or any other contract and warrants that it has read, is fully aware of and shall comply not given or agreed to give any person any such gift or consideration. The Service Provider must not commit or attempt to commit any offence in its activities relating to the Contract or any other contract with all of the Company’s Anti- Corruption Policies;Purchaser: a) under the Bribery Act 2010 (or equivalent Act); or b) shall comply withof fraud, and not engage in uttering or embezzlement at common law. 23.2 If the Service Provider, its Staff, agents or any activity, practice or conduct or omit to take any actions which will cause either it or the Company to be in violation of any Antisub-Corruption Law or Anti-Corruption Policy; (c) acknowledges and hereby expressly agrees that, regardless of any other provision in this Agreement, nothing in this Agreement requires the Company to docontractor, or omit to doanyone acting on its or their behalf, any act which would, in the Company’s reasonable opinion, put it in breach of does any of the Anti-Corruption Law prohibited acts or Anti-Corruption Policy; (d) shall have and maintain in place throughout the term of this Agreement its own policies and procedures relating to the prevention of bribery, fraud, kickbacks and other corruption acts and ensure its compliance with the requirements of this clause 21, and will enforce them where appropriate; (e) if requested, provide the Company with all reasonable assistance, at the Company’s reasonable cost, to enable the Company to perform commits any activity required by any Authority for the purpose of compliance with any of the Anti-Corruption Law or Anti-Corruption Policy; (f) shall promptly report to the Company offence under (i) any request or demand for any bribe, kickbackthe Bribery Act 2010, (ii) any request to engage under Legislation creating offences in any respect of fraudulent acts, or corrupt act, and (iii) at common law, with or without the knowledge of the Service Provider, in relation to this or any attempt other contract with the Crown, the Purchaser shall be entitled to: a) request such evidence as the Purchaser in its sole and reasonable opinion may require to gain an undue financial satisfy itself that such breach was not authorised by any one or other advantage more of the directors of the Service Provider; b) require the Service Provider at its own cost to procure the dismissal of the Staff, person or persons engaged in such corruption, or to procure the termination of a sub-contract where the prohibited act is that of a sub-contractor; c) terminate the Contract and recover from the Service Provider the amount of any kind, received by loss resulting from the Supplier or any Associated Person; (g) warrants to the Company that as at the Date of Agreement no Public Official is a direct or indirect owner, officer or employee, of the Supplier and undertakes to immediately notify the Company in writing if any Public Official becomes a direct or indirect owner, officer or employee, of the Suppliertermination; and (hd) recover from the Service Provider any other loss sustained in consequence of any breach of this Clause, whether or not the Contract has been terminated. 23.3 In exercising its rights or remedies under Clause 23.2, the Purchaser shall: a) act in a reasonable and proportionate manner having regard to such matters as the gravity of, upon requestand the identity of the person performing the prohibited act; and b) give all due consideration, certify where appropriate, to action other than termination of the Contract. 23.4 Breach of this Clause 23 is a material breach for the purposes of Clause 34.2, Termination. 23.5 If this Clause is activated, the Purchaser will pay no costs resulting from such early termination to the Company in writing signed by an officer of the Supplier, compliance with this clause 21.1 by the Suppler and all Associated Persons and provide such supporting evidence of compliance as the Company may reasonably requestService Provider.

Prevention of Corruption. The Supplier: Provider shall not (adirectly or indirectly) acknowledges that it has readoffer or give, is fully aware of and shall comply with all or agree to give, to any employee, agent, servant or representative of the Company’s Anti- Corruption Policies; (b) shall comply with, and not engage in any activity, practice Council or conduct or omit to take any actions which will cause either it or the Company to be in violation of any Anti-Corruption Law or Anti-Corruption Policy; (c) acknowledges and hereby expressly agrees that, regardless of any other provision in this Agreement, nothing in this Agreement requires public body or person employed by or on behalf of the Company to do, or omit to doCouncil, any act which would, in the Company’s reasonable opinion, put it in breach of any of the Anti-Corruption Law gift or Anti-Corruption Policy; (d) shall have and maintain in place throughout the term of this Agreement its own policies and procedures relating to the prevention of bribery, fraud, kickbacks and other corruption acts and ensure its compliance with the requirements of this clause 21, and will enforce them where appropriate; (e) if requested, provide the Company with all reasonable assistance, at the Company’s reasonable cost, to enable the Company to perform any activity required by any Authority for the purpose of compliance with any of the Anti-Corruption Law consideration or Anti-Corruption Policy; (f) shall promptly report to the Company (i) any request or demand for any bribe, kickback, (ii) any request to engage in any fraudulent or corrupt act, and (iii) any attempt to gain an undue financial or other advantage of any kindkind which could act as an inducement or reward for: doing, received refraining from doing, or for having done or refrained from doing, any act in relation to the Agreement or any other contract with the Council or any other public body or person employed by or on behalf of the Council (including its award to the Provider, execution or any rights and obligations contained in it); or showing or refraining from showing favour or disfavour to any person in relation to any such contract; or improperly performing a relevant function or activity. The Provider warrants that it has not paid commission or agreed to pay commission to the Council or any other public body or any person employed by or on behalf of the Council or any other public body or any person employed by or on behalf of the Council or a public body in connection with this Agreement. The Provider will have in place an anti-bribery policy for the purpose of preventing any of its Staff from committing any act in contravention of the Bribery Act 2010. Should the Provider become aware of or suspect any breach of this Clause D4 it will notify the Council immediately. Following notification, the Provider will respond promptly and fully to the enquiries of the Council, cooperate with any investigation undertaken by the Supplier Council and allow the Council to audit any books, records and other relevant documentation. If the Provider or its Staff acts in breach of this Clause D4 in relation to the Agreement or any Associated Person; (g) warrants other contract with the Council or the Council reasonably suspects that there has been a breach of this Clause D4, the Council may terminate this Agreement by written notice to the Company that as at Provider with immediate effect (and terminate any other contract the Date Provider has with the Council) and recover from the Provider the amount of Agreement no Public Official is a direct or indirect ownerany Loss suffered by the Council resulting from the termination, officer or employee, including the cost reasonably incurred by the Council of making other arrangements for the supply of the Supplier and undertakes to immediately notify Services for the Company in writing if any Public Official becomes a direct or indirect owner, officer or employee, remainder of the Supplier; and Term of this Agreement had it not been terminated. The Provider’s obligations under this Clause D4 shall survive the expiry or termination of this Agreement for a further period of six (h6) shall, upon request, certify to the Company in writing signed by an officer of the Supplier, compliance with this clause 21.1 by the Suppler and all Associated Persons and provide such supporting evidence of compliance as the Company may reasonably requestyears.

Prevention of Corruption. 27.1. The Supplier shall not offer or give, or agree to give, to any employee, agent, servant or representative of the Authority or any other public body or any person employed by or on behalf of the Authority or any other public body any gift or consideration of any kind which could act as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of this Agreement or any other contract with the Authority or any other public body or person employed by or on behalf of the Authority (including its award to the Supplier:, execution or any rights and obligations contained in it), or for showing or refraining from showing favour or disfavour to any person in relation to the Contract or any such contract. The attention of the Supplier is drawn to the criminal offences under the Xxxxxxx Xxx 0000. (a) acknowledges 27.2. The Supplier warrants that it has read, is fully aware of and shall comply with all not paid commission or agreed to pay commission to the Authority or any other public body or any person employed by or on behalf of the Company’s Anti- Corruption Policies; (b) shall comply with, and not engage in any activity, practice Authority or conduct or omit to take any actions which will cause either it or the Company to be in violation of any Anti-Corruption Law or Anti-Corruption Policy; (c) acknowledges and hereby expressly agrees that, regardless of any other provision public body in connection with this Agreement. 27.3. The Service Provider shall, nothing in this Agreement requires the Company to do, or omit to do, any act which would, in the Company’s reasonable opinion, put it in breach of any of the Anti-Corruption Law or Anti-Corruption Policy; (d) shall have and maintain in place throughout the term of this Agreement its own policies and procedures relating to the prevention of bribery, fraud, kickbacks and other corruption acts and ensure its compliance with the requirements of this clause 21, and will enforce them where appropriate; (e) if requested, provide the Company with all reasonable assistance, at the Company’s reasonable cost, to enable the Company to perform any activity required by any Authority for the purpose of compliance with any of the Anti-Corruption Law or Anti-Corruption Policy; (f) shall promptly report to the Company (i) any request or demand for any bribe, kickback, (ii) any request to engage in any fraudulent or corrupt act, and (iii) any attempt to gain an undue financial or other advantage of any kind, received by the Supplier or any Associated Person; (g) warrants to the Company that as at the Date of Agreement no Public Official is a direct or indirect owner, officer or employee, of the Supplier and undertakes to immediately notify the Company in writing if any Public Official becomes a direct or indirect owner, officer or employee, of the Supplier; and (h) shall, upon requestAuthority, certify to the Company Authority in writing signed compliance with this Clause 27 by the Supplier and all persons who are supplying services in connection with this Agreement. 27.4. The Supplier shall have an officer of anti-bribery policy which shall be disclosed to the Authority on request to prevent any Supplier Party or personnel from committing an offence under the Xxxxxxx Xxx 0000 and shall enforce it where appropriate. 27.5. If the Supplier, compliance its Staff or any person acting on the Supplier’s behalf, engages in conduct prohibited by clauses 27.1 or 27.2, the Authority may: 27.5.1. terminate this Agreement with this clause 21.1 immediate effect by giving notice in writing to the Supplier and recover from the Supplier the amount of any loss suffered by the Suppler Authority resulting from the termination, including the cost reasonably incurred by the Authority of making other arrangements for the supply of the Services and all Associated Persons and provide such supporting evidence any additional expenditure incurred by the Authority throughout the remainder of compliance as the Company may reasonably requestContract Period; and/or 27.5.2. recover in full from the Supplier any other direct or indirect loss sustained by the Authority in consequence of any breach of those clauses.

Prevention of Corruption. 32.1 The SupplierSupplier warrants and represents that: (a) acknowledges that 32.1.1 it has readnot committed any offence under the Bribery Act 2010 or done any of the following (“Prohibited Acts”): (i) offered, is fully aware given, or agreed to give any officer or employee of the Fund any gift or consideration of any kind as an inducement or reward for doing or not doing or for having done or not having done any act in relation to the obtaining or performance of this Contract or any other agreement with the Fund or for showing or not showing favour or disfavour to any person in relation to this or any other agreement with the Fund; or (ii) in connection with this Contract paid or agreed to pay any commission other than a payment, particulars of which (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Fund; and 32.1.2 it shall comply with all of applicable law relating to anti-bribery including without limitation the Company’s Anti- Corruption PoliciesBribery Act 2010; (b) 32.1.3 it shall comply with, and not engage in any activity, practice practice, or conduct which would constitute an offence under the Bribery Act 2010 if such activity, practice, or omit to take any actions which will cause either it or the Company to be conduct had been carried out in violation of any Anti-Corruption Law or Anti-Corruption PolicyEngland and Wales; (c) acknowledges 32.1.4 it has in place and hereby expressly agrees that, regardless of any other provision in this Agreement, nothing in this Agreement requires the Company to do, or omit to do, any act which would, in the Company’s reasonable opinion, put it in breach of any of the Anti-Corruption Law or Anti-Corruption Policy; (d) shall have and maintain in place throughout the term of this Agreement its own Contract adequate policies and procedures, including without limitation adequate procedures relating to prevent bribery and corruption, as contemplated by section 7 of the prevention of briberyBribery Act 2010, fraud, kickbacks and other corruption acts and to ensure its compliance with the requirements provisions of this clause 21Clause 32.1, and will enforce them where appropriate. 32.2 If the Supplier or its Staff (or anyone acting on its or their behalf) has done or does any of the Prohibited Acts or has committed or commits any offence under the Bribery Act 2010 with or without the knowledge of the Supplier in relation to this Contract or any other agreement with the Fund: 32.2.1 the Fund shall be entitled: (i) to terminate this Contract and recover from the Supplier the amount of any loss resulting from the termination; (e) if requested, provide the Company with all reasonable assistance, at the Company’s reasonable cost, to enable the Company to perform any activity required by any Authority for the purpose of compliance with any of the Anti-Corruption Law or Anti-Corruption Policy; (f) shall promptly report to the Company (i) any request or demand for any bribe, kickback, (ii) any request to engage in any fraudulent recover from the Supplier the amount or corrupt act, and (iii) any attempt to gain an undue financial or other advantage value of any kindgift, received by the Supplier consideration or any Associated Person; (g) warrants to the Company that as at the Date of Agreement no Public Official is a direct or indirect owner, officer or employee, of the Supplier and undertakes to immediately notify the Company in writing if any Public Official becomes a direct or indirect owner, officer or employee, of the Suppliercommission concerned; and (hiii) shallto recover from the Supplier any other loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence under the Bribery Act 2010; 32.2.2 any termination under Clause 32.2.1 shall be without prejudice to any right or remedy that has already accrued, upon requestor subsequently accrues, certify to the Company Fund; and 32.2.3 notwithstanding the dispute resolution procedure set out in writing signed by an officer Clause 46, any dispute relating to: (i) the interpretation of this Clause 32; or (ii) the Supplieramount or value of any gift, compliance with this clause 21.1 consideration, or commission, shall be determined by the Suppler Fund, acting reasonably, and all Associated Persons the decision shall be final and provide such supporting evidence of compliance as the Company may reasonably requestconclusive.

Prevention of Corruption. 29.1 The SupplierParties shall not, and each Party shall ensure that its staff shall not, induce, do or agree to do any other act, failure to act or thing in connection with this Agreement or any Agreed Order, that contravenes any law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including: (a) acknowledges that it has readThe Bribery Act 2010, is fully aware Companies Act 2006, Fraud Act 2006, Proceeds of Crime Act 2002 and shall comply with all of the Company’s Anti- Corruption PoliciesTheft Act 1968; (b) shall comply withIn the case of a Public Official, any law applicable to the Public Official in their capacity as such; and c) The principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions signed in Paris on 17 December 1997, which entered into force in 15 February 1999, and the commentaries to it from time to time. 29.2 If a Party is in breach of this clause 29, the non- defaulting Party shall be empowered to terminate the Agreement and recover from the defaulting Party the amount of any loss resulting from such termination if: a) The defaulting Party or any person employed or acting on its behalf shall have offered or given or agreed to give any person any gift or inducement or reward in relation to the obtaining or execution of this Agreement or shall have given any fee or reward, the receipt of which is an offence under the anti-bribery and corruption or anti-money laundering legislation, or any statutory modification or amendment thereto; or b) The defaulting Party or any person employed or acting on its shall have committed any breach of any applicable laws, statutes, regulations and codes relating to anti-bribery, anti-corruption or anti-money laundering legislation, including but not engage limited to the Bribery Act 2010 or have engaged in any activity, practice or conduct which would constitute an offence under sections 1, 2 or omit to take any actions which will cause either it 6 of the Bribery Act 2010 if such activity, practice or the Company to be in violation of any Anti-Corruption Law or Anti-Corruption Policy; (c) acknowledges and hereby expressly agrees that, regardless of any other provision in this Agreement, nothing in this Agreement requires the Company to do, or omit to do, any act which would, conduct had been carried out in the Company’s reasonable opinion, put it in breach of any of the Anti-Corruption Law or Anti-Corruption Policy; (d) shall have and maintain in place throughout the term of this Agreement its own policies and procedures relating to the prevention of bribery, fraud, kickbacks and other corruption acts and ensure its compliance with the requirements of this clause 21, and will enforce them where appropriate; (e) if requested, provide the Company with all reasonable assistance, at the Company’s reasonable cost, to enable the Company to perform any activity required by any Authority for the purpose of compliance with any of the Anti-Corruption Law or Anti-Corruption Policy; (f) shall promptly report to the Company (i) any request or demand for any bribe, kickback, (ii) any request to engage in any fraudulent or corrupt act, and (iii) any attempt to gain an undue financial or other advantage of any kind, received by the Supplier or any Associated Person; (g) warrants to the Company that as at the Date of Agreement no Public Official is a direct or indirect owner, officer or employee, of the Supplier and undertakes to immediately notify the Company in writing if any Public Official becomes a direct or indirect owner, officer or employee, of the Supplier; and (h) shall, upon request, certify to the Company in writing signed by an officer of the Supplier, compliance with this clause 21.1 by the Suppler and all Associated Persons and provide such supporting evidence of compliance as the Company may reasonably requestUnited Kingdom.

Prevention of Corruption. 23.1 The SupplierService Provider shall not do (and warrants that in entering the Contract he has not done) any of the following (referred to in this Clause as "prohibited acts"): (a) Offer, give or agree to give to any servant of the Crown any gift or consideration of any kind as an inducement or reward for doing or not doing (or having done or not having done) any act in relation to the obtaining or performance of this or any other contract with the Crown, or for showing or not showing favour or disfavour to any Person in relation to this or any other contract with the Crown; (b) Solicit, receive or agree to receive for himself or for any other person any gift or consideration of any kind as an inducement or reward for doing or not doing (or having done or not having done) any act in relation to the obtaining or performance of this or any other contract with the Crown; (c) Enter into this or any other contract with the Crown in connection with which commission has been paid or has been agreed to be paid by him or on his behalf, or to his knowledge, unless before the Contract is made particulars of any such commission and the terms and conditions of any such agreement for the payment of it have been disclosed in writing to the Purchaser; or (d) Defraud or attempt to defraud or conspire to defraud the Crown. 23.2 If the Service Provider, its Staff, agents or any sub-contractor, or anyone acting on its or their behalf, does any of the prohibited acts or commits any offence under (i) the Prevention of Corruption Acts, 1889 to 1916, (ii) under Legislation creating offences in respect of fraudulent acts, or (iii) at common law, with or without the knowledge of the Service Provider, in relation to this or any other contract with the Crown, the Purchaser shall be entitled to: (a) acknowledges Request such evidence as the Purchaser in its sole and reasonable opinion may require to satisfy itself that it has read, is fully aware of and shall comply with all such breach was not authorised by any one or more of the Company’s Anti- Corruption Policiesdirectors of the Service Provider; (b) shall comply withRequire the Service Provider at its own cost to procure the dismissal of the Staff, and not engage person or persons engaged in any activitysuch corruption, practice or conduct or omit to take any actions which will cause either it or procure the Company to be in violation termination of any Antia sub-Corruption Law or Anticontract where the prohibited act is that of a sub-Corruption Policycontractor; (c) acknowledges Terminate the Contract and hereby expressly agrees that, regardless recover from the Service Provider the amount of any other provision in this Agreement, nothing in this Agreement requires loss resulting from the Company to do, or omit to do, any act which would, in the Company’s reasonable opinion, put it in breach of any of the Anti-Corruption Law or Anti-Corruption Policy;termination; and (d) shall have and maintain Recover from the Service Provider any other loss sustained in place throughout the term consequence of any breach of this Agreement Clause, whether or not the Contract has been terminated. 23.3 In exercising its own policies rights or remedies under Clause 23.2, the Purchaser shall: (a) Act in a reasonable and procedures relating proportionate manner having regard to such matters as the prevention of bribery, fraud, kickbacks and other corruption acts and ensure its compliance with the requirements of this clause 21gravity of, and will enforce them where appropriate; (e) if requested, provide the Company with all reasonable assistance, at the Company’s reasonable cost, to enable the Company to perform any activity required by any Authority for the purpose of compliance with any identity of the Anti-Corruption Law or Anti-Corruption Policy; (f) shall promptly report to person performing the Company (i) any request or demand for any bribe, kickback, (ii) any request to engage in any fraudulent or corrupt prohibited act, and (iii) any attempt to gain an undue financial or other advantage of any kind, received by the Supplier or any Associated Person; (g) warrants to the Company that as at the Date of Agreement no Public Official is a direct or indirect owner, officer or employee, of the Supplier and undertakes to immediately notify the Company in writing if any Public Official becomes a direct or indirect owner, officer or employee, of the Supplier; and (hb) shallGive all due consideration, upon requestwhere appropriate, certify to action other than termination of the Contract, including (without limitation to). 23.4 If this Clause is activated the Purchaser will pay no costs resulting from such early termination to the Company in writing signed by an officer of the Supplier, compliance with this clause 21.1 by the Suppler and all Associated Persons and provide such supporting evidence of compliance as the Company may reasonably requestService Provider.