Common use of PREVENTION OF BRIBERY AND CORRUPTION Clause in Contracts

PREVENTION OF BRIBERY AND CORRUPTION. The Contractor shall: comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the "Relevant Requirements"); not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; comply with the University’s Ethics and Anti-bribery Policy as in force from time to time (the "Relevant Policies"); have and shall maintain in place throughout the term of the Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and this clause 35, and will enforce them where appropriate; promptly report to the University any request or demand for any undue financial or other advantage of any kind received by the Contractor in connection with the performance of the Contract; immediately notify the University in writing if a foreign public official becomes an officer or employee of the Contractor or acquires a direct or indirect interest in the Contractor, and the Contractor warrants that it has no foreign public officials as direct or indirect owners, officers or employees as at the commencement of the Contract. The Contractor shall ensure that any person associated with the Contractor who is performing services in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Contractor in this clause 35 (the "Relevant Terms"). The Contractor shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the University for any breach by such persons of any of the Relevant Terms. Breach of this clause 35 by the Contractor shall be deemed a material breach incapable of remedy under clause 11.2.1. For the purpose of this clause 35, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) 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 clause 35, a person associated with the Contractor includes but is not limited to any Sub-Contractor of the Contractor. Slavery: The Contractor confirms that neither it nor any of its personnel (or those of its subcontractors) have been: (i) convicted of any offence; or (ii) the subject of an investigation, inquiry or enforcement proceedings involving slavery or human trafficking. The Contractor shall: (i) comply with all applicable laws relating to slavery, including the Modern Slavery Act 2015; (ii) comply with the University’s Anti-slavery Policy as in force from time to time; (iii) maintain a complete set of records to trace the supply chain of all the Services provided to the University under the Contract; (iv) implement a system of training for its employees, suppliers and subcontractors to ensure compliance with this clause 35.4 (and keep a record of all such training).

PREVENTION OF BRIBERY AND CORRUPTION. The Contractor shallSupplier shall not: comply with all applicable lawsoffer or give, statutesor agree to give, regulations and codes relating to antiany employee, agent, servant or representative of the Customer, or other Contracting Body, or any other public body or person employed by or on behalf of the Customer, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Call-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the "Relevant Requirements")Off Agreement; not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; comply with the University’s Ethics and Anti-bribery Policy as in force from time to time (the "Relevant Policies"); have and shall maintain procure that all Supplier Staff or any person acting on the Supplier's behalf shall not commit, in place throughout the term of the Contract its own policies and proceduresconnection with this Call-Off Agreement, including adequate procedures a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to ensure compliance with the Relevant Requirementsbribery and anti-corruption. The Supplier warrants, the Relevant Policies represents and this clause 35, and will enforce them where appropriate; promptly report undertakes that it has not: paid commission or agreed to pay commission to the University Customer or any request Contracting Body or demand for any undue financial other public body or other advantage any person employed by or on behalf of the Customer or any kind received by the Contractor public body in connection with the performance of the Contractthis Call-Off Agreement; immediately notify the University in writing if a foreign public official becomes an officer or employee of the Contractor or acquires a direct or indirect interest in the Contractorand entered into this Call-off Agreement with knowledge, and the Contractor warrants that it has no foreign public officials as direct or indirect ownersthat, officers or employees as at the commencement of the Contract. The Contractor shall ensure that any person associated with the Contractor who is performing services in connection with it, any money has been, or will be, paid to any person working for or engaged by the Contract does so only Customer or any other Contracting Body, or any other public body or any person employed by or on behalf of the Customer in connection with this Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Call-Off Agreement. If the Supplier, Supplier Staff or any person acting on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier's behalf, in all cases whether or not acting with the Contractor in Supplier's knowledge breaches: this clause 35 (the "Relevant Terms"). The Contractor shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the University for any breach by such persons of any of the Relevant Terms. Breach of this clause 35 by the Contractor shall be deemed a material breach incapable of remedy under clause 11.2.1. For the purpose of this clause 35, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of Clause 2.1; or the Bribery Act 2010 (in relation to this Call-Off Agreement or any other contract with the Customer or Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body in connection with this Call-Off Agreement, the Customer shall be entitled to terminate this Call-Off Agreement by written notice with immediate effect. Without prejudice to its other rights and remedies under this Clause 2.1, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer in full from and against: the amount of value of any such gift, consideration or commission; and any guidance issued under section 9 other loss sustained by the Customer in consequence of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose any breach of this clause 35, a person associated with the Contractor includes but is not limited to any Sub-Contractor of the Contractor. Slavery: The Contractor confirms that neither it nor any of its personnel (or those of its subcontractors) have been: (i) convicted of any offence; or (ii) the subject of an investigation, inquiry or enforcement proceedings involving slavery or human trafficking. The Contractor shall: (i) comply with all applicable laws relating to slavery, including the Modern Slavery Act 2015; (ii) comply with the University’s Anti-slavery Policy as in force from time to time; (iii) maintain a complete set of records to trace the supply chain of all the Services provided to the University under the Contract; (iv) implement a system of training for its employees, suppliers and subcontractors to ensure compliance with this clause 35.4 (and keep a record of all such training)Clause 2.1.

PREVENTION OF BRIBERY AND CORRUPTION. ‌ The Contractor shall: comply with all applicable laws, statutes, regulations and codes relating to anti-anti- bribery and anti-corruption including but not limited to the Bribery Act 2010 (the "Relevant Requirements"); not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; comply with the University’s Ethics and Anti-bribery Policy as in force from time to time (the "Relevant Policies"); have and shall maintain in place throughout the term of the Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and this clause 35, and will enforce them where appropriate; promptly report to the University any request or demand for any undue financial or other advantage of any kind received by the Contractor in connection with the performance of the Contract; immediately notify the University in writing if a foreign public official becomes an officer or employee of the Contractor or acquires a direct or indirect interest in the Contractor, and the Contractor warrants that it has no foreign public officials as direct or indirect owners, officers or employees as at the commencement of the Contract. The Contractor shall ensure that any person associated with the Contractor who is performing services in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Contractor in this clause 35 (the "Relevant Terms"). The Contractor shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the University for any breach by such persons of any of the Relevant Terms. Breach of this clause 35 by the Contractor shall be deemed a material breach incapable of remedy under clause 11.2.1. For the purpose of this clause 35, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) 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 clause 35, a person associated with the Contractor includes but is not limited to any Sub-Contractor of the Contractor. Slavery: The Contractor confirms that neither it nor any of its personnel (or those of its subcontractors) have been: (i) convicted of any offence; or (ii) the subject of an investigation, inquiry or enforcement proceedings involving slavery or human trafficking. The Contractor shall: (i) comply with all applicable laws relating to slavery, including the Modern Slavery Act 2015; (ii) comply with the University’s Anti-slavery Policy as in force from time to time; (iii) maintain a complete set of records to trace the supply chain of all the Services provided to the University under the Contract; (iv) implement a system of training for its employees, suppliers and subcontractors to ensure compliance with this clause 35.4 (and keep a record of all such training).

PREVENTION OF BRIBERY AND CORRUPTION. The Contractor Supplier shall not commit and shall procure that all Staff or any person acting on the Supplier's behalf shall not commit, in connection with this Call Off Contract, any Prohibited Act. The Supplier shall: comply in relation to this Call Off Contract, act in accordance with all applicable laws, statutes, regulations and codes relating the Ministry of Justice Guidance pursuant to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the "Relevant Requirements"); not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 Section 9 of the Bribery Act 2010 2010; immediately notify the Customer and the Authority if such activityit suspects or becomes aware of any breach of this Clause 37; respond promptly to any of the Customer’s enquiries regarding any breach, practice potential breach or conduct had been carried out suspected breach of this Clause 37 and the Supplier shall co-operate with any investigation and allow the Customer to audit the Supplier’s books, records and any other relevant documentation in the UK; comply connection with the University’s Ethics breach; if so required by the Customer, within twenty (20) Working Days of the Call Off Commencement Date, and Antiannually thereafter, certify to the Customer in writing of the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Services in connection with this Call Off Contract compliance with this Clause 37. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery Policy policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, the Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches this Clause 37 the Customer shall be entitled to terminate this Call Off Contract for Material Breach. Without prejudice to its other rights and remedies under this Clause 37, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss sustained by the Customer in consequence of any breach of this Clause 37. RECORDS AND AUDIT ACCESS The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date or date of termination of this Call Off Contract (whichever is the earlier) (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall keep the records and accounts referred to in force Clause 38.1 above in accordance with Good Industry Practice and Law. The Supplier shall afford any Auditor access to the records and accounts referred to in Clause 38.1 at the Supplier’s premises and/or provide copies of such records and accounts (including copies of the Supplier's published accounts), as may be required by any of the Auditors from time to time (during the "Relevant Policies"); have Call Off Contract Period and shall maintain the period specified in place throughout Clause 38.1, in order that the term Auditor(s) may carry out an inspection including for the following purposes: to verify the accuracy of the Call Off Contract its own policies Charges (and proceduresproposed or actual variations to them in accordance with this Call Off Contract), and/or the costs of all Supplier (including adequate procedures under Sub-Contractors) of the Bribery Act 2010Services; to review the integrity, confidentiality and security of the Customer Data held or used by the Supplier; to ensure review the Supplier’s compliance with the Relevant Requirements, Data Protection Legislation in accordance with this Call Off Contract and any other Laws; to review the Relevant Policies Supplier's compliance with its continuous improvement and benchmarking obligations set out in Framework Schedule 7 (Value for Money) and Clause 17 (Continuous Improvement) of this clause 35, Call Off Contract; to review the Supplier's compliance with its security obligations set out in Clause 28 (Security and will enforce them where appropriateProtection of Information); promptly report to the University review any request or demand for any undue financial or other advantage books of any kind received account kept by the Contractor Supplier in connection with the performance provision of the ContractServices; immediately notify the University in writing if a foreign public official becomes to carry out an officer or employee examination pursuant to Section 6 (1) of the Contractor or acquires a direct or indirect interest in the Contractor, and the Contractor warrants that it has no foreign public officials as direct or indirect owners, officers or employees as at the commencement National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Call Off Contract. The Contractor Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any person associated Equipment used in the provision of the Services ; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 38, unless the Contractor who is performing services audit reveals a Material Breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested by the Customer, the Supplier shall supply the Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (Management Information) (as amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specify. DISCRIMINATION The Supplier shall not unlawfully discriminate within the meaning and scope of any Law relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise). The Supplier shall take all reasonable steps to secure the observance of Clause 39.1 by all Staff engaged or employed in the execution of this Call Off Contract. The Supplier shall notify the Customer immediately in writing as soon as it becomes aware of any legal proceedings threatened or issued against it by any Staff on the grounds of discrimination arising in connection with the provision of the Services under this Call Off Contract. The Supplier shall comply with the requirements set out in Call Off Schedule 8 (Diversity and Equality). PREVENTION OF FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by the Supplier (including its shareholders, members and directors) and any Staff in connection with the receipt of monies from the Customer. The Supplier shall notify the Customer immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur save where complying with this provision would cause the Supplier or the Staff to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If the Supplier or the Staff commits any Fraud, the Customer may: terminate this Call Off Contract does so only for Material Breach; and/or recover in full from the Supplier and the Supplier shall on demand indemnify the basis Customer in full for any Loss sustained by the Customer at any time (whether before or after the making of a written contract which imposes on demand pursuant to the indemnity hereunder) in consequence of any breach of this Clause 40 including the cost reasonably incurred by the Customer of making other arrangements for the supply of the Services and secures from such person terms equivalent any additional expenditure incurred by the Customer throughout the remainder of the Call Off Contract Period. TRANSFER AND SUB-CONTRACTING Transfer rights Subject to those imposed on Clause 41.1.2, the Contractor Supplier shall not assign, novate, Sub-Contract or in any other way dispose of this clause 35 Call Off Contract or any part of it without Approval. The Customer has consented to the engagement of the Sub-Contractors listed in Framework Schedule 2 (the "Relevant Terms"Sub-Contractors). The Contractor Supplier may assign to a third party ("the Assignee") the right to receive payment of the Call Off Contract Charges or any part thereof due to the Supplier under this Call Off Contract (including any interest which the Customer incurs under Clause 22.2.6). Any assignment under this Clause shall be responsible for subject to: reduction of any sums in respect of which the observance and performance by such persons Customer exercises it right of recovery under Clause 22.3 (Recovery of Sums Due); all related rights of the Relevant TermsCustomer under this Call Off Contact in relation to the recovery of sums due but unpaid; and the Customer receiving notification under both Clauses 41.1.3 and 41.1.4. In the event that the Supplier assigns the right to receive the Call Off Contract Charges under Clause 41.1.2, the Supplier or the Assignee shall notify the Customer in writing of the assignment and, including a reasonable notice period, of the date upon which the assignment becomes effective. The Supplier shall ensure that the Assignee notifies the Customer of the Assignee’s contact information and bank account details to which the Customer shall make payment. The provisions of Clause 22.2 shall continue to apply in all other respects after the assignment and shall not be directly liable amended. Subject to Clause 41.1.8, the University for Customer may assign, novate or otherwise dispose of its rights and obligations under this Call Off Contract or any breach part thereof to: any other Contracting Body; or any other body established by such persons of the Crown or under statute in order substantially to perform any of the Relevant Termsfunctions that had previously been performed by the Customer; or any private sector body which substantially performs the functions of the Customer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier's obligations under this Call Off Contract. Breach Any change in the legal status of the Customer such that it ceases to be a Contracting Body shall not, subject to Clause 41.1.8, affect the validity of this clause 35 by Call Off Contract. In such circumstances, this Call Off Contract shall bind and continue to take effect to the Contractor benefit of any successor body to the Customer. If the rights and obligations under this Call Off Contract are assigned, novated or otherwise disposed of pursuant to Clause 41.1.6 to a body which is not a Contracting Body or if there is a change in the legal status of the Customer such that it ceases to be a Contracting Body (in the remainder of this Clause both such bodies being referred to as "the Transferee"): the rights of termination of the Customer in Clauses 31.1 (Termination on Insolvency) 31.2 (Termination on Change of Control) and 31.4 (Termination on Default) shall be deemed available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Call Off Contract or any part thereof with the previous consent in writing of the Supplier. The Customer may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier's obligations under this Call Off Contract. In such circumstances the Customer shall authorise the Transferee to use such Confidential Information of the Supplier only for purposes relating to the performance of the Supplier's obligations under this Call Off Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a material breach incapable of remedy under clause 11.2.1confidentiality undertaking in relation to such Confidential Information. For the purpose purposes of this clause 35Clause 41.1.8 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the meaning carrying out of, whatever further actions (including the execution of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2further documents) 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 other Party reasonably requires from time to time for the purpose of this clause 35, a person associated with giving that other Party the Contractor includes but is not limited to any Sub-Contractor full benefit of the Contractor. Slavery: The Contractor confirms that neither it nor any provisions of its personnel (or those of its subcontractors) have been: (i) convicted of any offence; or (ii) the subject of an investigation, inquiry or enforcement proceedings involving slavery or human trafficking. The Contractor shall: (i) comply with all applicable laws relating to slavery, including the Modern Slavery Act 2015; (ii) comply with the University’s Anti-slavery Policy as in force from time to time; (iii) maintain a complete set of records to trace the supply chain of all the Services provided to the University under the this Call Off Contract; (iv) implement a system of training for its employees, suppliers and subcontractors to ensure compliance with this clause 35.4 (and keep a record of all such training).

PREVENTION OF BRIBERY AND CORRUPTION. The Contractor shallSupplier shall not: comply with all applicable lawsoffer or give, statutesor agree to give, regulations and codes relating to anti-bribery and anti-corruption including but not limited any employee, agent, servant or representative of the Customer, or any other public body or person employed by or on behalf of the Customer, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to the Bribery Act 2010 (the "Relevant Requirements")act in relation to this Contract; not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; comply with the University’s Ethics and Anti-bribery Policy as in force from time to time (the "Relevant Policies"); have and shall maintain procure that all Supplier’s Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf shall not commit, in place throughout the term of the Contract its own policies and proceduresconnection with this Contract, including adequate procedures a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to ensure bribery and anti-corruption; and commit any offences under the Prevention of Corruption Acts 1889 to 1916. The Supplier warrants, represents and undertakes that it has not: paid commission or agreed to pay commission to the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract; and entered into this Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Customer or any other public body or any person employed by or on behalf of the Customer in connection with the Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract; The Supplier shall: in relation to this Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this clause 31; respond promptly to any of the Customer’s enquiries regarding any breach, potential breach or suspected breach of this clause 31 and the Supplier shall co-operate with any investigation and allow the Customer to audit Supplier’s books, records and any other relevant documentation in connection with the breach; if so required by the Customer, within twenty (20) Working Days of the Commencement Date, and annually thereafter, certify to the Customer in writing of the Supplier and all persons associated with it or other persons who are supplying the Goods and Services in connection with this Contract compliance with this clause 31. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have and maintain an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it any of its Staff, consultants, agents or Sub-contractors, or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, its Staff, consultants, agents or Sub-contractors or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches: this clause 31; or the Bribery Act 2010 in relation to this Contract or any other contract with the Customer or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract, the Customer shall be entitled to terminate this Contract by written notice with immediate effect. Without prejudice to its other rights and remedies under this clause 31, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer in full from and against: the amount of value of any such gift, consideration or commission; and any other loss sustained by the Customer in consequence of any breach of this clause 31. Records and Audit Access The Supplier shall keep and maintain for [seven (7)] Years after the date of termination or expiry (whichever is the earlier) of the Contract (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of the Contract including the Goods and Services provided under it, and the amounts paid by the Customer. .The Supplier shall keep the records and accounts referred to in clause 32.1 above in accordance with Good Industry Practice and generally accepted accounting principles. The Supplier shall afford the Customer and the Auditors access to the records and accounts referred to in clause 32.2 at the Supplier’s premises and/or provide copies of such records and accounts, as may be required by the Customer and/or the Auditors from time to time, in order that the Customer and/or the Auditors may carry out an inspection including for the following purposes: to verify the accuracy of the Contract Price (and proposed or actual variations to them in accordance with this Contract), and/or the costs of all Supplier (including Sub-contractors) of the Services; to review the integrity, confidentiality and security of the Customer Data held or used by the Supplier; to review the Supplier’s compliance with the Relevant RequirementsDPA in accordance with this Contract and any other Laws; to review the Supplier's compliance with its continuous improvement and benchmarking obligations set out in Schedule 7 of the Framework Agreement and clause 9 of the Contract; to review the Supplier's compliance with its security obligations set out in clause 21; to review any books of account kept by the Supplier in connection with the provision of the Service; to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to inspect the Customer’s assets, including the Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with its obligations under this Contract. The Supplier shall on request afford the Customer, the Relevant Policies Customer's representatives and/or the Auditor access to such records and accounts as may be required by the Customer from time to time. The Supplier shall provide such records and accounts (together with copies of the Supplier’s published accounts) on request during the Contract Period and for a period of [seven (7)] Years after termination or expiry of the Contract Period or the last Contract (whichever is the later) to the Customer and/or its Auditors. The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) during the Contract Period and for the period specified in paragraph 12 of the Order Form after the date of termination or expiry of the Contract to the Customer and the Auditor. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services or supply of Goods save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each audit, including: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to Equipment used in the provision of the Goods and Services; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause 32, unless the audit reveals a material Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. DISCRIMINATION The Supplier shall not unlawfully discriminate within the meaning and scope of any Law, enactment, order or regulation relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise). The Supplier shall take all reasonable steps to secure the observance of clause 33.1 by all servants, employees or agents of the Supplier and all suppliers and sub-contractors employed in the execution of the Contract. PREVENTION OF FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by Staff and the Supplier (including its shareholders, members and directors) in connection with the receipt of monies from the Customer. The Supplier shall notify the Customer immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur save where complying with this provision would cause the Supplier or its Staff to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If the Supplier or its Staff commits any Fraud in relation to this or any other contract with a Contracting Authority or the Customer, the Customer may: terminate the Contract with immediate effect by giving the Supplier notice in writing; and/or recover in full from the Supplier and the Supplier shall on demand indemnify the Customer in full from any loss sustained by the Customer in consequence of any breach of this clause 34 including the cost reasonably incurred by the Customer of making other arrangements for the supply of the Goods and Services and any additional expenditure incurred by the Customer throughout the remainder of the Contract Period. Transfer and Sub-Contracting Subject to clause 35.4, the Supplier shall not assign, novate, sub-contract or in any other way dispose of the Contract or any part of it without Approval. The Customer has consented to the engagement of the Sub-contractors listed in paragraph 3.4 of the Order Form. The Supplier shall not substitute or remove a Sub-contractor or appoint an additional sub-contractor without the prior written consent of the Authority and the Customer. Notwithstanding any permitted sub-contract in accordance with this clause 35, the Supplier shall remain responsible for all acts and will enforce them where appropriate; promptly report omissions of its Sub-contractors and the acts and omissions of those employed or engaged by the Sub-contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-contractors' employees, staff and agents also do, or refrain from doing, such act or thing. Sub-contracting any part of the Contract shall not relieve the Supplier of any obligation or duty attributable to the University any request or demand for any undue financial or other advantage of any kind received by the Contractor in connection with the performance of the Contract; immediately notify the University in writing if a foreign public official becomes an officer or employee of the Contractor or acquires a direct or indirect interest in the Contractor, and the Contractor warrants that it has no foreign public officials as direct or indirect owners, officers or employees as at the commencement of Supplier under the Contract. The Contractor Supplier shall supply such information about proposed Sub-contractors as the Customer may reasonably require in order to enable the Customer to consider whether to grant Approval. The Supplier may assign to a third party ("the Assignee") the right to receive payment of the Contract Charges or any part thereof due to the Supplier under this Contract (including any interest which the Customer incurs under clause 13.2.6). Any assignment under this clause shall be subject to: reduction of any sums in respect of which the Customer exercises it right of recovery under clause 13.3; all related rights of the Customer under the contact in relation to the recovery of sums due but unpaid; and the Customer receiving notification under both clauses 35.5 and 35.6. In the event that the Supplier assigns the right to receive the Contract Charges under clause 35.4, the Supplier or the Assignee shall notify the Customer in writing of the assignment and the date upon which the assignment becomes effective. The Supplier shall ensure that any person associated with the Contractor who is performing services in connection with Assignee notifies the Contract does so only on Customer of the basis of a written contract Assignee’s contact information and bank account details to which imposes on and secures from such person terms equivalent to those imposed on the Contractor in this clause 35 (the "Relevant Terms")Customer shall make payment. The Contractor provisions of clause 13.2 shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of the Customer. The Supplier shall be responsible for the observance acts and performance by such persons omissions of its sub‑contractors as though they are its own. Where the Customer has consented to the placing of sub-contracts, copies of each sub-contract shall, at the request of the Relevant TermsCustomer, be sent by the Supplier to the Customer as soon as reasonably practicable. The Customer may, at its sole discretion, require the Supplier to ensure that each Sub-contract shall include: a right under the Contracts (Rights of Third Parties) Act 1999 for the Customer to enforce the terms of that Sub-contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Sub-contract to the Customer; a provision requiring the Sub-contractor to enter into a direct confidentiality agreement with the Customer on the same terms as set out in clause 23.6 (Confidentiality); a provision requiring the Sub-contractor to comply with protection of data requirements pursuant to clauses 23.4 (Customer Data) and 23.5 (Protection of Personal Data); a provision requiring the Sub-contractor to comply with the restrictions on corrupt gifts and payments pursuant to clause 31 (Prevention of Bribery and Corruption); require the Supplier to pay any undisputed sum due to the relevant sub-contractor within a specified period that does not exceed 30 days from the date the Supplier receives the sub-contractor’s invoice; and a provision restricting the ability of the Sub-contractor to further sub-contract elements of the service provided to the Supplier without first seeking the prior written consent of the Customer and the Authority. If the Customer is able to obtain from any Sub-contractor or any other third party more favourable commercial terms with respect to the supply of any goods, software or services used by the Supplier in the supply of the Goods and Services, then the Customer may: require the Supplier to replace its existing commercial terms with that person with the more favourable commercial terms obtained by the Customer in respect of the relevant item. If the Customer exercises the option pursuant to clause 35.11, then the Contract Charges shall be directly liable reduced by an amount that is agreed in accordance with the Variation Procedure. Subject to clause 35.15, the University for Customer may assign, novate or otherwise dispose of its rights and obligations under the Contract or any breach part thereof to: any Contracting Authority; or any other body established by such persons of the Crown or under statute in order substantially to perform any of the Relevant Termsfunctions that had previously been performed by the Customer; or any private sector body which substantially performs the functions of the Customer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier's obligations under the Contract. Breach Any change in the legal status of the Customer such that it ceases to be a Contracting Authority shall not, subject to clause 35.15, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Customer. If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to clause 35.13 to a body which is not a Contracting Authority or if there is a change in the legal status of the Customer such that it ceases to be a Contracting Authority (in the remainder of this clause 35 by both such bodies being referred to as "the Contractor Transferee"): the rights of termination of the Customer in clauses 26.1 (Termination on insolvency) 26.2 (Termination on change of control) and 26.4 (Termination on Default) shall be deemed a material breach incapable of remedy under clause 11.2.1. For available to the purpose of this clause 35Supplier in the event of, respectively, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) bankruptcy or insolvency, or Default of the Bribery Act 2010 (Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or 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 clause 35, a person associated part thereof with the Contractor includes but is not limited previous consent in writing of the Supplier. The Customer may disclose to any Sub-Contractor Transferee any Confidential Information of the Contractor. Slavery: The Contractor confirms that neither it nor any of its personnel (or those of its subcontractors) have been: (i) convicted of any offence; or (ii) the subject of an investigation, inquiry or enforcement proceedings involving slavery or human trafficking. The Contractor shall: (i) comply with all applicable laws relating to slavery, including the Modern Slavery Act 2015; (ii) comply with the University’s Anti-slavery Policy as in force from time to time; (iii) maintain a complete set of records to trace the supply chain of all the Services provided Supplier which relates to the University performance of the Supplier's obligations under the Contract; (iv) implement a system . In such circumstances the Customer shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of training for its employees, suppliers and subcontractors to ensure compliance with this clause 35.4 (and keep a record of all such training).the Supplier's ob

PREVENTION OF BRIBERY AND CORRUPTION. The Contractor None of the Generator, the Licensed Supplier or the Third Party Offtaker shall: comply with all applicable lawsoffer or give, statutes, regulations and codes relating or agree to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the "Relevant Requirements"); not engage in any activity, practice offer or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; comply with the University’s Ethics and Anti-bribery Policy as in force from time to time (the "Relevant Policies"); have and shall maintain in place throughout the term of the Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010give, to ensure compliance with the any Relevant Requirements, the Relevant Policies and this clause 35, and will enforce them where appropriate; promptly report to the University Person any request or demand for any undue financial gift or other advantage consideration of any kind received by which could act as an inducement or a reward for any act or failure to act in relation to this Agreement or any other contract with any Relevant Person; or engage in and each of them shall procure that their respective Staff, and any person acting on the Contractor Generator’s, the Licensed Supplier's or the Third Party Offtaker’s behalf shall not commit, in connection with this Agreement, a Prohibited Act. The Generator, the performance Licensed Supplier and the Third Party Offtaker each separately and severally warrant, represent and undertake to the Authority that it has not (and its Staff has not): in entering into this Agreement breached any of the Contractprovisions in Clause 12.1; paid commission or agreed to pay commission to the Authority, or any other public body or any Relevant Person in connection with this Agreement; or entered into this Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority, or any other public body or any person employed by or on behalf of the Authority in connection with this Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Agreement. The Generator, the Licensed Supplier and the Third Party Offtaker shall each: (and shall ensure that their respective Staff shall) in relation to this Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ available at: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇.▇▇/guidance/docs/bribery-act-2010-guidance.pdf; immediately notify the University in writing Authority if a foreign public official becomes an officer they suspect or employee become aware of any breach of this Clause 12; and respond promptly to any of the Contractor Authority's enquiries regarding any breach, potential breach or acquires a direct or indirect interest in the Contractor, suspected breach of this Clause 12 and the Contractor warrants that it has no foreign public officials as direct or indirect ownersGenerator, officers or employees as at the commencement of Licensed Supplier and the Contract. The Contractor Third Party Offtaker shall ensure that each co-operate with any person associated with investigation and allow the Contractor who is performing services Authority to audit the Generator's and/or and the Licensed Supplier’s and/or the Third Party Offtaker’s books, records and any other relevant documentation in connection with the Contract does so only on the basis of a written contract which imposes on and secures from any such person terms equivalent to those imposed on the Contractor in this clause 35 (the "Relevant Terms")breach. The Contractor Generator, the Licensed Supplier and the Third Party Offtaker shall each, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇. Without prejudice to its other rights and remedies under this Clause 12, the Authority shall be responsible for entitled to recover in full from the observance Generator, the Licensed Supplier or the Third Party Offtaker (as the case may be) the amount of value of any such gift, consideration or commission and performance the Generator, the Licensed Supplier or the Third Party Offtaker (as the case may be) shall on demand indemnify the Authority in full from and against any and all suits, actions, liabilities, legal proceedings, claims, demands, fines, charges, losses, costs and expenses of whatsoever kind or character (including reasonable legal fees and other professional expenses) incurred or sustained (or to be incurred or sustained) by such persons the Authority in consequence of any breach of this Clause 12 by the Relevant TermsGenerator, the Licensed Supplier or the Third Party Offtaker and/or their respective Staff. The Generator, the Licensed Supplier and the Third Party Offtaker shall each prevent, and shall be directly liable to the University for procure that their respective Staff prevent, any breach by such persons of any of the Relevant Terms. Breach of this clause 35 by the Contractor shall be deemed a material breach incapable of remedy under clause 11.2.1. For the purpose of this clause 35, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined Fraud in accordance with section 7(2the standards of a Reasonable and Prudent Operator. The Generator, the Licensed Supplier and the Third Party Offtaker shall each notify the Authority immediately if they have reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Generator, the Licensed Supplier, the Third Party Offtaker or their respective Staff to commit an offence under the Proceeds of Crime ▇▇▇ ▇▇▇▇ or the Terrorism ▇▇▇ ▇▇▇▇. If the Generator, the Licensed Supplier, the Third Party Offtaker or their respective Staff commit Fraud in relation to this Agreement, the Authority may recover in full from the Generator, the Licensed Supplier or the Third Party Offtaker (as the case may be) and the Generator, the Licensed Supplier or the Third Party Offtaker (as the case may be) shall on demand indemnify in full and hold the Authority harmless from and against any and all suits, actions, liabilities, legal proceedings, claims, demands, fines, charges, losses, costs and expenses of whatsoever kind or character (including reasonable legal fees and other professional expenses) incurred or sustained (or to be incurred or sustained) by the Authority in consequence of any breach of this Clause 13 by the Generator, the Licensed Supplier, the Third Party Offtaker or their respective Staff. The Generator, the Licensed Supplier and the Third Party Offtaker shall each take appropriate steps to ensure that neither they nor their respective Staff are placed in a position where (in the reasonable opinion of the Bribery Act 2010 (Authority) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Generator, the Licensed Supplier, the Third Party Offtaker or their respective Staff and any guidance issued the duties owed to the Authority 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 provisions of this clause 35, a person associated with the Contractor includes but is not limited to any Sub-Contractor of the Contractor. Slavery: The Contractor confirms that neither it nor any of its personnel (or those of its subcontractors) have been: (i) convicted of any offence; or (ii) the subject of an investigation, inquiry or enforcement proceedings involving slavery or human traffickingAgreement. The Contractor shall: Generator, the Licensed Supplier and the Third Party Offtaker (ias the case may be) comply with all applicable laws relating to slavery, including the Modern Slavery Act 2015; (ii) comply with the University’s Anti-slavery Policy as in force from time to time; (iii) maintain a complete set of records to trace the supply chain of all the Services provided shall promptly notify and provide full particulars to the University under the Contract; (iv) implement a system of training for its employees, suppliers and subcontractors Authority if such conflict referred to ensure compliance with this clause 35.4 (and keep a record of all such training)in Clause 14.1 arises or may reasonably be foreseen as arising.

PREVENTION OF BRIBERY AND CORRUPTION. The Contractor Supplier shall not commit and shall procure that all Staff or any person acting on the Supplier's behalf shall not commit, in connection with this Call Off Contract, any Prohibited Act. The Supplier shall: comply in relation to this Call Off Contract, act in accordance with the Ministry of Justice Guidance; immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 37; respond promptly to any of the Customer’s enquiries regarding any breach, potential breach or suspected breach of this Clause 37 and the Supplier shall co-operate with any investigation and allow the Customer to audit the Supplier’s books, records and any other relevant documentation in connection with the breach; if so required by the Customer, within twenty (20) Working Days of the Call Off Commencement Date, and annually thereafter, certify to the Customer in writing of the Supplier and all applicable lawspersons associated with it or its Sub-Contractors or other persons who are supplying the Services in connection with this Call Off Contract compliance with this Clause 37. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, statutes, regulations maintain and codes relating to enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and anti-corruption any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall enforce it where appropriate. If the Supplier, the Staff or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches this Clause 37 the Customer shall be entitled to terminate this Call Off Contract for Material Breach. Without prejudice to its other rights and remedies under this Clause 37, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer (whether before or after the making of a demand pursuant to the indemnity hereunder) in full from and against: the amount of value of any such gift, consideration or commission; and any other Loss sustained by the Customer in consequence of any breach of this Clause 37. RECORDS AND AUDIT ACCESS The Supplier shall keep and maintain for seven (7) years after the expiry or earlier termination (for whatever reason) of this Call Off Contract (or as long a period as may be agreed between the Parties) full and accurate records and accounts (including but not limited to the Bribery Act 2010 (the "Relevant Requirements"); not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 Open Book Data) of the Bribery Act 2010 if operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall keep the records and accounts referred to in Clause 38.1 above in accordance with Good Industry Practice and Law. The Supplier shall afford the Customer and/or the Customer’s representatives and/or the National Audit Office and/or an auditor appointed by the Audit Commission (each of whom shall for the purposes of this Clause 38 be an “Auditor”) access to the records and accounts referred to in Clause 38.1 at the Supplier’s premises and/or provide copies of such activityrecords and accounts (including copies of the Supplier's published accounts), practice or conduct had been carried out in as may be required by any of the UK; comply with the University’s Ethics and Anti-bribery Policy as in force Auditors from time to time during the Call Off Contract Period and the period specified in Clause 38.1, in order that the Auditor(s) may carry out an inspection including for the following purposes: to verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (the "Relevant Policies"and proposed or actual variations to them in accordance with this Call Off Contract); have and shall maintain in place throughout to verify the term accuracy of the Contract its own policies Rebate; to verify the costs of the Supplier (including the costs of all Sub-Contractors, Merchants and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and this clause 35, and will enforce them where appropriate; promptly report to the University any request or demand for any undue financial or other advantage of any kind received by the Contractor third party suppliers) in connection with the performance provision of the Services; to verify the Open Book Data; to review the integrity, confidentiality and security of the Customer Data held or used by the Supplier; to review the Supplier’s and each Sub-Contractor’s compliance with applicable Laws; to review the Supplier's compliance with its continuous improvement obligations set out in Framework Schedule 7 (Value for Money) and Clause 17 (Continuous Improvement) of this Call Off Contract; immediately notify to review the University Supplier's compliance with its security obligations set out in writing if a foreign public official becomes an officer or employee Clause 28 (Security and Protection of Information); to review any books of account kept by the Contractor or acquires a direct or indirect interest in the Contractor, and the Contractor warrants that it has no foreign public officials as direct or indirect owners, officers or employees as at the commencement of the Contract. The Contractor shall ensure that any person associated with the Contractor who is performing services Supplier in connection with the Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Contractor in this clause 35 (the "Relevant Terms"). The Contractor shall be responsible for the observance and performance by such persons provision of the Relevant Terms, and shall be directly liable Services; to the University for any breach by such persons of any of the Relevant Terms. Breach of this clause 35 by the Contractor shall be deemed a material breach incapable of remedy under clause 11.2.1. For the purpose of this clause 35, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2carry out an examination pursuant to Section 6 (1) of the Bribery National Audit Act 2010 (1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; to review any guidance issued under section 9 records created during the design and development of that Act), sections 6(5) the Supplier System and 6(6) of that Act and section 8 of that Act respectively. For pre-operational environment such as information relating to Testing; to review the purpose of this clause 35, a person associated Supplier’s compliance with the Contractor includes Standards; verify the accuracy and completeness of any information delivered or required by this Call Off Contract including but is not limited to any Sub-Contractor of Contracting Body Management Information; to inspect the Contractor. Slavery: The Contractor confirms that neither it nor any of its personnel (or those of its subcontractors) have been: (i) convicted of any offence; or (ii) the subject of an investigation, inquiry or enforcement proceedings involving slavery or human trafficking. The Contractor shall: (i) comply with all applicable laws relating to slaveryCustomer’s assets, including the Modern Slavery Act 2015Intellectual Property Rights, equipment, facilities and maintenance, for the purposes of ensuring that the Customer's assets are secure and that any register of assets is up to date; and/or to ensure that the Supplier is complying with any other obligations under this Call Off Contract. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Equipment used in the provision of the Services ; and access to the Staff. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 38, unless the audit reveals a Material Breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. Where requested by the Customer, the Supplier shall supply the Authority Management Information to the Customer in the form set out in the Management Information Framework Schedule 8 (iiAuthority Management Information) comply with the University’s Anti-slavery Policy (as in force amended from time to time) and on such date or dates during the Call Off Contract Period as the Customer may specify. If an audit undertaken pursuant to this Clause 38 identifies that: the Supplier has committed a Default, the Customer may (without prejudice to any rights and remedies the Customer may have) require the Supplier to correct such Default as soon as reasonably practicable; the Customer has overpaid any Call Off Contract Charges, the Supplier shall pay to the Customer: the amount overpaid; interest on the amount overpaid at the applicable rate under the Late Payment of Commercial Debts (iiiInterest) maintain Act 1998, accruing on a complete set daily basis from the date of records overpayment by the Customer up to trace the date of repayment by the Supplier; and the reasonable costs incurred by the Customer in undertaking the audit, the Customer may exercise its right to deduct such amount from the Call Off Contract Charges if it prefers; the Customer has underpaid any Rebate, the Supplier shall pay to the Customer: the amount underpaid; interest on the amount underpaid at the applicable rate under the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis from the date of underpayment by the Supplier up to the date of full payment by the Supplier; and the reasonable costs incurred by the Customer in undertaking the audit, the Customer may exercise its right to deduct such amount from the Call Off Contract Charges if it prefers; and the Customer has underpaid any Call Off Contract Charges, the Supplier shall not be entitled to increase the Call Off Contract Charges paid or payable by the Customer. Not Used PREVENTION OF FRAUD The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent any Fraud by the Supplier (including its shareholders, members and directors) and any Staff in connection with the receipt of monies from the Customer. This may include but shall not be limited to velocity checks on usage or online authorisation. The Supplier shall notify the Customer immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur save where complying with this provision would cause the Supplier or the Staff to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If the Supplier or the Staff commits any Fraud, the Customer may: terminate this Call Off Contract for Material Breach; and/or recover in full from the Supplier and the Supplier shall on demand indemnify the Customer in full for any Loss sustained by the Customer at any time (whether before or after the making of a demand pursuant to the indemnity hereunder) in consequence of any breach of this Clause 40 including the cost reasonably incurred by the Customer of making other arrangements for the supply chain of all the Services and any additional expenditure incurred by the Customer throughout the remainder of the Call Off Contract Period. TRANSFER AND SUB-CONTRACTING Transfer rights Subject to Clause 41.1.2, the Supplier shall not assign, novate, Sub-Contract or in any other way dispose of this Call Off Contract or any part of it without Approval. The Customer has consented to the engagement of the Sub-Contractors listed in Framework Schedule 2 (Sub-Contractors). The Supplier may assign to a third party ("the Assignee") the right to receive payment of the Call Off Contract Charges or any part thereof due to the Supplier under this Call Off Contract. Any assignment under this Clause shall be subject to: all related rights of the Customer under this Call Off Contact in relation to the recovery of sums due but unpaid; and the Customer receiving notification under both Clauses 41.1.3 and 41.1.4. In the event that the Supplier assigns the right to receive the Call Off Contract Charges under Clause 41.1.2, the Supplier or the Assignee shall notify the Customer in writing of the assignment and, including a reasonable notice period, of the date upon which the assignment becomes effective. The Supplier shall ensure that the Assignee notifies the Customer of the Assignee’s contact information and bank account details to which the Customer shall make payment. The provisions of Clause 22.3 shall continue to apply in all other respects after the assignment and shall not be amended. Subject to Clause 41.1.8, the Customer may assign, novate or otherwise dispose of its rights and obligations under this Call Off Contract or any part thereof to: any other Contracting Body; or any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Customer; or any private sector body which substantially performs the functions of the Customer, provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier's obligations under this Call Off Contract. Any change in the legal status of the Customer such that it ceases to be a Contracting Body shall not, subject to Clause 41.1.8, affect the validity of this Call Off Contract. In such circumstances, this Call Off Contract shall bind and continue to take effect to the benefit of any successor body to the Customer. If the rights and obligations under this Call Off Contract are assigned, novated or otherwise disposed of pursuant to Clause 41.1.6 to a body which is not a Contracting Body or if there is a change in the legal status of the Customer such that it ceases to be a Contracting Body (in the remainder of this Clause both such bodies being referred to as "the Transferee"): the rights of termination of the Customer in Clauses 31.1 (Termination on Insolvency) 31.2 (Termination on Change of Control) and 31.5 (Termination on Default) shall be available to the Supplier in the event of, respectively, the bankruptcy or insolvency, or default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Call Off Contract or any part thereof with the previous consent in writing of the Supplier. The Customer may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Supplier's obligations under this Call Off Contract. In such circumstances the Customer shall authorise the Transferee to use such Confidential Information of the Supplier only for purposes relating to the performance of the Supplier's obligations under this Call Off Contract and for no other purposes and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. For the purposes of Clause 41.1.8 each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of this Call Off Contract. Sub-Contracting The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without the Approval of the Authority and the Customer. Notwithstanding any permitted Sub-Contract in accordance with this Clause 41.2, the Supplier shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that the Staff also do, or refrain from doing, such act or thing. The performance of any part of this Call Off Contract by a Sub-Contractor shall not relieve the Supplier of any obligation or duty attributable to the Supplier under the Call Off Contract. The Supplier shall supply such information about proposed Sub-Contractors as the Customer may reasonably require in order to enable the Customer to consider whether to grant Approval. Where the Customer has consented to the placing of Sub-Contracts, copies of each Sub-Contract shall, at the request of the Customer, be sent by the Supplier to the Customer as soon as reasonably practicable. The Customer may, at its sole discretion, require the Supplier to ensure that each Sub-Contract shall include: a right under the Contracts (Rights of Third Parties) Act 1999 for the Customer to enforce the terms of that Sub-Contract as if it were the Supplier; a provision enabling the Supplier to assign, novate or otherwise transfer any of its rights and/or obligations under the Sub-Contract to the Customer; a provision requiring the Sub-Contractor to enter into a direct confidentiality agreement with the Customer on the same terms as set out in Clause 28.5 (Confidentiality); a provision requiring the Sub-Contractor to comply with protection of data requirements pursuant to Clauses 28.3 (Customer Data) and 28.4 (Protection of Personal Data); a provision requiring the Sub-Contractor to comply with the anti-corruption and anti-bribery requirements pursuant to Clause 37 (Prevention of Bribery and Corruption); a provision requiring the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) days from the date the Supplier receives the Sub-Contractor’s invoice; and a provision restricting the ability of the Sub-Contractor to further Sub-Contract elements of the service provided to the University under Supplier without first seeking the Contract; (iv) implement a system prior written consent of training for its employees, suppliers the Customer and subcontractors the Authority. If the Customer is able to ensure compliance with this clause 35.4 (and keep a record of all such training).obtain from any Sub

PREVENTION OF BRIBERY AND CORRUPTION. The Contractor shallSupplier shall not: comply with all applicable lawsoffer or give, statutesor agree to give, regulations and codes relating to anti-bribery and anti-corruption including but not limited any employee, agent, servant or representative of the Customer or other Contracting Body, or any other public body or person employed by or on behalf of the Customer, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to the Bribery Act 2010 (the "Relevant Requirements")act in relation to this Contract; not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; comply with the University’s Ethics and Anti-bribery Policy as in force from time to time (the "Relevant Policies"); have and shall maintain procure that all Supplier’s Staff, consultants, agents or Sub-Contractors or any person acting on the Supplier's behalf shall not commit, in place throughout the term of the Contract its own policies and proceduresconnection with this Contract, including adequate procedures a Prohibited Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to ensure compliance with the Relevant Requirementsbribery and anti-corruption. The Supplier warrants, the Relevant Policies represents and this clause 35, and will enforce them where appropriate; promptly report undertakes that it has not: paid commission or agreed to pay commission to the University Customer, any request Contracting Body or demand for any undue financial other public body or any person employed by or on behalf of the Customer, any Contracting Body or any other advantage of any kind received by the Contractor public body in connection with the performance Contract; and entered into this Contract with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Customer or other Contracting Body or any other public body or any person employed by or on behalf of the Customer in connection with the Contract, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Customer and the Authority before execution of this Contract; The Supplier shall: in relation to this Contract, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; immediately notify the University in writing Customer and the Authority if a foreign public official it suspects or becomes an officer or employee aware of any breach of this Clause 29; respond promptly to any of the Contractor Customer’s enquiries regarding any breach, potential breach or acquires a direct or indirect interest in the Contractor, suspected breach of this Clause 30 and the Contractor warrants that it has no foreign public officials as direct or indirect ownersSupplier shall co-operate with any investigation and allow the Customer to audit the Supplier’s books, officers or employees as at the commencement of the Contract. The Contractor shall ensure that records and any person associated with the Contractor who is performing services other relevant documentation in connection with the Contract does breach; if so only required by the Customer, within twenty (20) Working Days of the Commencement Date, and annually thereafter, certify to the Customer in writing of compliance with this Clause 29 by the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying the Services in connection with this Contract. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any of its Staff, consultants, agents or Sub-Contractors, or any person acting on the basis of Supplier's behalf from committing a written contract which imposes on Prohibited Act and secures from such shall enforce it where appropriate. If the Supplier, its Staff, consultants, agents or Sub-Contractors or any person terms equivalent to those imposed acting on the Contractor Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge fails to do anything required, or does anything prohibited, by: this clause 35 (the "Relevant Terms"). The Contractor shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the University for any breach by such persons of any of the Relevant Terms. Breach of this clause 35 by the Contractor shall be deemed a material breach incapable of remedy under clause 11.2.1. For the purpose of this clause 35, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of Clause 29; or the Bribery Act 2010 (in relation to this Contract or any other contract with the Customer or Contracting Body or any other public body or any person employed by or on behalf of the Customer or a public body in connection with the Contract, the Customer shall be entitled to terminate this Contract by written notice with immediate effect. Without prejudice to its other rights and remedies under this Clause 29, the Customer shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify the Customer in full from and against: the amount of value of any such gift, consideration or commission referred to in this Clause 29; and any guidance issued under section 9 other loss sustained by the Customer in consequence of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose any breach of this clause 35, a person associated with the Contractor includes but is not limited to any Sub-Contractor of the Contractor. Slavery: The Contractor confirms that neither it nor any of its personnel (or those of its subcontractors) have been: (i) convicted of any offence; or (ii) the subject of an investigation, inquiry or enforcement proceedings involving slavery or human trafficking. The Contractor shall: (i) comply with all applicable laws relating to slavery, including the Modern Slavery Act 2015; (ii) comply with the University’s Anti-slavery Policy as in force from time to time; (iii) maintain a complete set of records to trace the supply chain of all the Services provided to the University under the Contract; (iv) implement a system of training for its employees, suppliers and subcontractors to ensure compliance with this clause 35.4 (and keep a record of all such training)Clause 29.

PREVENTION OF BRIBERY AND CORRUPTION. The Contractor shallSupplier: comply has not, will not, and will procure that its staff (and any sub–contractor or self- employed staff) have not committed and will not commit a Prohibited Act in connection with all applicable laws, statutes, regulations this Agreement; has not given and codes relating will not give any fee or reward to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the "Relevant Requirements"); not engage in any activity, practice or conduct person which would constitute it is an offence under sections 1, 2 or 6 Section 117(2) of the Bribery Local Government Act 2010 if such activity, practice or conduct had been carried out in the UK; comply with the University’s Ethics 1972 to receive warrants represents and Anti-bribery Policy as in force from time to time (the "Relevant Policies"); have and shall maintain in place throughout the term undertakes that it is not aware of the Contract its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and this clause 35, and will enforce them where appropriate; promptly report to the University any request or demand for any undue financial or other advantage of being given to any kind received person working for or engaged by the Contractor YPO or that an agreement has been reached to that effect in connection with the performance securing or execution of this Agreement, or any other Agreement with YPO, excluding any arrangements of which full details have been disclosed in writing to YPO prior to the execution of this Agreement. The Supplier will upon request provide YPO with all reasonable assistance to enable YPO to perform any activity required for the purposes of complying with the Bribery Act, as may be required of YPO by any relevant government or agency in any relevant jurisdiction. Should YPO request such assistance YPO shall pay the reasonable expenses of the Contract; immediately notify the University Supplier arising as a result. The Supplier will provide to YPO certification (if requested to do so), in writing if a foreign public official becomes and signed by an officer or employee of the Contractor or acquires a direct or indirect interest in the ContractorSupplier, and the Contractor warrants that it has no foreign public officials as direct or indirect owners, officers or employees as at the commencement of the Contract. The Contractor shall ensure that any person compliance with this Clause 9 by: the Supplier and all persons associated with the Contractor Supplier; and any other persons who is performing services are supplying Goods and/or Services (if applicable) in connection with this Agreement. Where requested to provide certification under clause 9.3, certification will be provided to YPO within fiftenn (15) Working Days of the Contract does so only on Commencement Date and annually thereafter for the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Contractor in this clause 35 (the "Relevant Terms")Term. The Contractor shall Supplier will provide any evidence of compliance as may reasonably be responsible requested by YPO. The Supplier will have in place an anti-bribery policy for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the University for any breach by such persons of any of the Relevant Terms. Breach of this clause 35 by the Contractor shall be deemed a material breach incapable of remedy under clause 11.2.1. For the purpose of this clause 35, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) 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 clause 35, a person associated with the Contractor includes but is not limited to any Sub-Contractor of the Contractor. Slavery: The Contractor confirms that neither it nor preventing any of its personnel (staff from committing any Prohibited Act. Such policy shall be disclosed to YPO upon request and enforced by the Supplier where appropriate. Should the Supplier become aware of or those suspect any breach of its subcontractors) have been: (i) convicted Clause 9.1 it will notify YPO immediately. Following notification under Clause 9.6 the Supplier will respond promptly and fully to the enquiries of YPO, cooperate with any investigation undertaken by YPO and allow YPO to audit any books, records and other relevant documentation. The Supplier’s obligations under this Clause 9 shall survive the expiry or termination of this Agreement for a further period of 6 years. YPO may recover in full from the Supplier and the Supplier shall indemnify YPO in full from and against any other loss sustained by YPO in consequence of any offence; breach of this Clause 9 whether or (ii) the subject of an investigation, inquiry or enforcement proceedings involving slavery or human trafficking. The Contractor shall: (i) comply with all applicable laws relating to slavery, including the Modern Slavery Act 2015; (ii) comply with the University’s Anti-slavery Policy as in force from time to time; (iii) maintain a complete set of records to trace the supply chain of all the Services provided to the University under the Contract; (iv) implement a system of training for its employees, suppliers and subcontractors to ensure compliance with not this clause 35.4 (and keep a record of all such training)Agreement has been terminated.