Common use of PREVENTION OF BRIBERY AND CORRUPTION Clause in Contracts

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 The Supplier: 23.1.1 shall not, and shall procure that any Supplier Staff or Supplier Party shall not, in connection with this Contract commit a Prohibited Act; 23.1.2 warrants, represents and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution of this Contract, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Contract. 23.2 The Supplier shall: 23.2.1 if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010; 23.2.2 within 10 Working Days of the Commencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the Supplier) compliance with this clause 23 by the Supplier and all persons associated with it or other persons who are supplying goods or services in connection with this Contract. The Supplier shall provide such supporting evidence of compliance as the Council may reasonably request. 23.3 The Supplier shall have an anti-bribery policy and shall ensure that its anti-bribery policy is provided to the Council on request. 23.4 If any breach of clause 23.1 is suspected or known, the Supplier must notify the Council immediately. 23.5 If the Supplier notifies the Council that it suspects or knows that there may be a breach of clause 23.1, the Supplier must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. This obligation shall continue for the period specified in the Contract Particulars following the expiry or termination of this Contract. 23.6 The Council may terminate this Contract by written notice with immediate effect if the Supplier, Supplier Party or Supplier Personnel (in all cases whether or not acting with the Supplier's knowledge) breaches clause 23.1. 23.7 Any notice of termination under clause 23.6 must specify: 23.7.1 the nature of the Prohibited Act; 23.7.2 the identity of the party whom the Council believes has committed the Prohibited Act 23.8 Despite clause 57 (Dispute resolution), any dispute relating to: 23.8.1 the interpretation of clause 23; or 23.8.2 the amount or value of any gift, consideration or commission, shall be determined by the Council and its decision shall be final and conclusive. 23.9 Any termination under clause 23.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 24.1 The SupplierContractor: 23.1.1 24.1.1 shall not, and shall procure that any Supplier Contractor Staff or Supplier Contractor Party shall not, in connection with this Contract Agreement commit a Prohibited Act; 23.1.2 24.1.2 warrants, represents and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution of this ContractAgreement, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this ContractAgreement. 23.2 24.2 The Supplier Contractor shall: 23.2.1 24.2.1 if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; 23.2.2 24.2.2 within 10 Working Days of the Commencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the SupplierContractor) compliance with this clause 23 24 by the Supplier Contractor and all persons associated with it or other persons who are supplying goods or services in connection with this ContractAgreement. The Supplier Contractor shall provide such supporting evidence of compliance as the Council may reasonably request. 23.3 24.3 The Supplier shall have an anti-bribery policy and Contractor shall ensure that its anti-bribery policy is provided to the Council on request. 23.4 24.4 If any breach of clause 23.1 24.1 is suspected or known, the Supplier Contractor must notify the Council immediately. 23.5 24.5 If the Supplier Contractor notifies the Council that it suspects or knows that there may be a breach of clause 23.124.1, the Supplier Contractor must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. This obligation shall continue for the period specified in the Contract Particulars following the expiry or termination of this ContractAgreement. 23.6 24.6 The Council may terminate this Contract Agreement by written notice with immediate effect if the SupplierContractor, Supplier Contractor Party or Supplier Contractor Personnel (in all cases whether or not acting with the SupplierContractor's knowledge) breaches clause 23.124.1. 23.7 24.7 Any notice of termination under clause 23.6 24.6 must specify: 23.7.1 24.7.1 the nature of the Prohibited Act; 23.7.2 24.7.2 the identity of the party whom the Council believes has committed the Prohibited Act; and 23.8 24.7.3 the date on which this Agreement will terminate. 24.8 Despite clause 57 58 (Dispute resolution), any dispute relating to: 23.8.1 24.8.1 the interpretation of clause 2324; or 23.8.2 24.8.2 the amount or value of any gift, consideration or commission, shall be determined by the Council and its decision shall be final and conclusive. 23.9 24.9 Any termination under clause 23.6 24.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 The Supplier: 23.1.1 Supplier shall not, not commit and shall procure that any Supplier all Staff or Supplier Party any person acting on the Supplier's behalf shall notnot commit, in connection with this Contract commit a Call Off Contract, any Prohibited Act; 23.1.2 warrants. The Supplier shall: in relation to this Call Off Contract, represents act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010; immediately notify the Customer and undertakes that the Authority if it is not suspects or becomes aware of any financial or other advantage being given breach of this Clause 10; respond promptly to any person working for of the Customer’s enquiries regarding any breach, potential breach or engaged by suspected breach of this Clause 10 and the CouncilSupplier shall co-operate with any investigation and allow the Customer to audit the Supplier’s books, or that an agreement has been reached to that effect, records and any other relevant documentation in connection with the execution of this Contract, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Contract. 23.2 The Supplier shall: 23.2.1 breach; if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity so required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010; 23.2.2 Customer, within 10 twenty (20) Working Days of the Call Off Commencement Date, and annually thereafter, certify to the Council Customer in writing (such certification to be signed by an officer of the Supplier) compliance with this clause 23 by the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying goods or services the Services in connection with this ContractCall Off Contract compliance with this Clause 10. The Supplier shall provide such supporting evidence of compliance as the Council Customer may reasonably request. 23.3 The Supplier shall have ; have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall ensure that its anti-bribery policy is provided to the Council on request. 23.4 enforce it where appropriate. If any breach of clause 23.1 is suspected or known, the Supplier must notify the Council immediately. 23.5 If the Supplier notifies the Council that it suspects or knows that there may be a breach of clause 23.1, the Supplier must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. This obligation shall continue for the period specified in the Contract Particulars following the expiry or termination of this Contract. 23.6 The Council may terminate this Contract by written notice with immediate effect if the Supplier, Supplier Party the Staff or Supplier Personnel (any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledgeknowledge breaches this Clause 10 the Customer shall be entitled to terminate this Call Off Contract for Material Breach. Without prejudice to its other rights and remedies under this Clause 10, 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) breaches clause 23.1. 23.7 Any notice of termination under clause 23.6 must specify: 23.7.1 the nature of the Prohibited Act; 23.7.2 the identity of the party whom the Council believes has committed the Prohibited Act 23.8 Despite clause 57 (Dispute resolution), any dispute relating to: 23.8.1 the interpretation of clause 23; or 23.8.2 in full from and against: the amount or of value of any such gift, consideration or commission, shall be determined ; and any other Loss sustained by the Council and its decision shall be final and conclusiveCustomer in consequence of any breach of this Clause 10. 23.9 Any termination under clause 23.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 ‌ 30.1 The SupplierSupplier :‌ 23.1.1 shall 30.1.1 has not, will not, and shall will procure that any Supplier its Staff or Supplier Party shall have not, and will not commit a Prohibited Act in connection with this Contract commit a Prohibited ActContract; 23.1.2 30.1.2 has not given and will not give any fee or reward to any person which it is an offence under Section 117(2) of the Local Government Act 1972 or the Bribery Act 2010 30.1.3 warrants, represents represents, and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by YPO or the Council, Customer or that an agreement a contract has been reached to that effect, effect in connection with the securing or execution of this Contract, or any other contract with YPO or the Customer, excluding any arrangement arrangements of which full details have been disclosed in writing to YPO and/or the Council before Customer prior to the execution of this Contract. 23.2 30.2 The Supplier shall: 23.2.1 if requested, will upon request provide the Council Customer with any all reasonable assistance, at the Council's reasonable cost, assistance to enable the Council Customer to perform any activity required for the purposes of complying with the Bribery Act, as may be required of the Customer by any relevant government or agency in any relevant jurisdiction for jurisdiction. Should the purpose of compliance with Customer request such assistance the Bribery Act 2010; 23.2.2 within 10 Working Days Customer shall pay the reasonable expenses of the Commencement Date, and annually thereafter, certify Supplier arising as a result 30.3 The Supplier will provide to the Council Customer certification (if requested to do so), in writing (in such certification form as may be provided by the Customer, to be signed by an officer of the Supplier) , of the compliance with this clause 23 by Clause 30 by: 30.3.1 the Supplier and and 30.3.2 all persons associated with it or the Supplier; and‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ 30.3.3 any other persons who are supplying goods or services Goods and/or Services in connection with this Contract. 30.4 Certification (if requested) will be provided by the Customer within fifteen (15) Working Days of the Commencement Date and annually thereafter for the Term. The Supplier shall will provide such supporting any evidence of compliance as the Council may reasonably requestbe requested by the Customer. 23.3 30.5 The Supplier shall will have in place an anti-bribery policy and for the purpose of preventing any of its staff from committing any Prohibited Act. Such policy shall ensure that its anti-bribery policy is provided be disclosed to the Council on requestCustomer and enforced by the Supplier where appropriate. 23.4 If 30.6 Should the Supplier become aware of or suspect any breach of clause 23.1 is suspected or known, Clause 30.1 it will notify the Customer immediately.‌ 30.7 Following notification under Clause 30.6 the Supplier must notify the Council immediately. 23.5 If the Supplier notifies the Council that it suspects or knows that there may be a breach of clause 23.1, the Supplier must will respond promptly and fully to the Council's enquiriesenquiries of the Customer, co-operate cooperate with any investigationinvestigation undertaken by the Customer, and allow the Council Customer to audit any books, records records, and any other relevant documentation. This obligation The Supplier’s obligations under this Clause 30.7 shall continue for the period specified in the Contract Particulars following survive the expiry or termination of this ContractContract for a further period of six (6) years.‌ 30.8 The Customer may recover in full from the Supplier and the Supplier shall indemnify the Customer in full from and against any other loss sustained by the Customer in consequence of any breach of this Clause 30 (Prevention of Bribery and Corruption), whether or not the Contract has been terminated. 23.6 30.9 The Council Customer may terminate this Contract by and any Order immediately upon serving written notice with immediate effect if the Supplier, Supplier Party or Supplier Personnel (in all cases its Staff whether or not acting with the Supplier's ’s knowledge, breaches Clause 30. Before exercising its right of termination under this Clause 30.9 the Customer will give all due consideration to other action beside termination unless the Prohibited Act is committed by:‌ 30.9.1 the Supplier or a senior officer of the Supplier; or 30.9.2 a member of Staff who is not acting independently of the Supplier. The expression ‘not acting independently of’ (when used in relation to the Supplier or its Staff) breaches clause 23.1.means and shall be construed as acting;‌ 23.7 (a) with the authority of; or (b) with the actual knowledge; of any one or more of the Supplier’s or Staff (as applicable) directors or partners or (c) in circumstances where any one or more of the directors (or partners) of the Supplier or its Staff (as applicable) ought reasonably to have had knowledge 30.10 Any notice of termination by the Customer under clause 23.6 Clause 30.9 must specify: 23.7.1 the 30.10.1 The nature of the Prohibited Act;; and 23.7.2 the 30.10.2 The identity of the party person whom the Council Customer believes has committed the Prohibited Act; and 23.8 Despite clause 57 30.10.3 The date on which the Contract will terminate 30.11 In the event of any breach of Clause 30 the Customer is entitled to recover from the Supplier the value of any gift, consideration, or commission. 30.12 Notwithstanding Clause 66 (Dispute resolution), Resolution) any dispute relating to: 23.8.1 30.12.1 the interpretation of clause 23; this Clause 30 or 23.8.2 30.12.2 the amount or value of any gift, consideration or consideration, commission, or other financial advantage shall be determined by the Council Customer and its decision shall be final and conclusive.conclusive 30.13 Termination under Clause 30.9 will: 23.9 Any termination under clause 23.6 will be 30.13.1 Be without prejudice to any right or remedy which has already accrued or subsequently accrues to the CouncilCustomer under this Contract; 30.13.2 prohibit the Supplier from claiming any damages for early termination; 30.13.3 allow the Customer to recover from the Supplier the amount of any loss suffered by the Customer resulting from the termination; and 30.13.4 entitle the Customer to be indemnified by the Supplier for any additional costs losses, damages or expenses incurred in re-procuring and obtaining the Goods and/or Services from another party.

PREVENTION OF BRIBERY AND CORRUPTION. ‌ 23.1 The Supplier:Supplier:‌ 23.1.1 shall not, and shall procure that any Supplier Staff or Supplier Party shall not, in connection with this Contract commit a Prohibited Act; 23.1.2 warrants, represents and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution of this Contract, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Contract. 23.2 The Supplier shall: 23.2.1 if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010; 23.2.2 within 10 Working Days of the Commencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the Supplier) compliance with this clause 23 by the Supplier and all persons associated with it or other persons who are supplying goods or services in connection with this Contract. The Supplier shall provide such supporting evidence of compliance as the Council may reasonably request. 23.3 The Supplier shall have an anti-bribery policy and shall ensure that its anti-bribery policy is provided to the Council on request. 23.4 If any breach of clause 23.1 is suspected or known, the Supplier must notify the Council immediately. 23.5 If the Supplier notifies the Council that it suspects or knows that there may be a breach of clause 23.1, the Supplier must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. This obligation shall continue for the period specified in the Contract Particulars following the expiry or termination of this Contract. 23.6 The Council may terminate this Contract by written notice with immediate effect if the Supplier, Supplier Party or Supplier Personnel (in all cases whether or not acting with the Supplier's knowledge) breaches clause 23.1.23.1.‌ 23.7 Any notice of termination under clause 23.6 must specify: 23.7.1 the nature of the Prohibited Act; 23.7.2 the identity of the party whom the Council believes has committed the Prohibited Act 23.8 Despite clause 57 (Dispute resolution), any dispute relating to: 23.8.1 the interpretation of clause 23; or 23.8.2 the amount or value of any gift, consideration or commission, shall be determined by the Council and its decision shall be final and conclusive. 23.9 Any termination under clause 23.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 ‌ 24.1 The Supplier:Contractor:‌ 23.1.1 24.1.1 shall not, and shall procure that any Supplier Contractor Staff or Supplier Contractor Party shall not, in connection with this Contract Agreement commit a Prohibited Act; 23.1.2 24.1.2 warrants, represents and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution of this ContractAgreement, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this ContractAgreement. 23.2 24.2 The Supplier Contractor shall: 23.2.1 24.2.1 if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; 23.2.2 24.2.2 within 10 Working Days of the Commencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the SupplierContractor) compliance with this clause 23 24 by the Supplier Contractor and all persons associated with it or other persons who are supplying goods or services in connection with this ContractAgreement. The Supplier Contractor shall provide such supporting evidence of compliance as the Council may reasonably request. 23.3 24.3 The Supplier shall have an anti-bribery policy and Contractor shall ensure that its anti-bribery policy is provided to the Council on request. 23.4 24.4 If any breach of clause 23.1 24.1 is suspected or known, the Supplier Contractor must notify the Council immediately. 23.5 24.5 If the Supplier Contractor notifies the Council that it suspects or knows that there may be a breach of clause 23.124.1, the Supplier Contractor must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. This obligation shall continue for the period specified in the Contract Particulars following the expiry or termination of this ContractAgreement. 23.6 24.6 The Council may terminate this Contract Agreement by written notice with immediate effect if the SupplierContractor, Supplier Contractor Party or Supplier Contractor Personnel (in all cases whether or not acting with the SupplierContractor's knowledge) breaches clause 23.1.24.1.‌ 23.7 24.7 Any notice of termination under clause 23.6 24.6 must specify: 23.7.1 24.7.1 the nature of the Prohibited Act; 23.7.2 24.7.2 the identity of the party whom the Council believes has committed the Prohibited Act; and 23.8 24.7.3 the date on which this Agreement will terminate. 24.8 Despite clause 57 58 (Dispute resolution), any dispute relating to: 23.8.1 24.8.1 the interpretation of clause 2324; or 23.8.2 24.8.2 the amount or value of any gift, consideration or commission, shall be determined by the Council and its decision shall be final and conclusive. 23.9 24.9 Any termination under clause 23.6 24.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 The SupplierSupplier must not during any Contract Period: 23.1.1 shall not, and shall procure that any Supplier Staff or Supplier Party shall not, in connection with this Contract commit a Prohibited Act;Act or any other criminal offence in the Regulations 57(1) and 57(2); or 23.1.2 warrantsdo or allow anything which would cause CCS or the Buyer, represents and undertakes that it is not aware including any of their employees, consultants, contractors, Subcontractors or agents to breach any financial of the Relevant Requirements or other advantage being given to incur any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution of this Contract, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Contractliability under them. 23.2 The Supplier shallmust during the Contract Period: 23.2.1 create, maintain and enforce adequate policies and procedures to ensure it complies with the Relevant Requirements to prevent a Prohibited Act and require its Subcontractors to do the same 23.2.2 keep full records to show it has complied with its obligations under Clause 23 and give copies to CCS or the Buyer on request; and 23.2.3 if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010; 23.2.2 Buyer, within 10 twenty (20) Working Days of the Commencement DateStart Date of the relevant Contract, and annually thereafterthen annually, certify in writing to the Council in writing (such certification to be signed by an officer Buyer, that they have complied with Clause 23, including compliance of the Supplier) compliance with this clause 23 by the Supplier Staff, and all persons associated with it or other persons who are supplying goods or services in connection with this Contract. The Supplier shall provide such reasonable supporting evidence of compliance as the Council may reasonably this on request, including its policies and procedures. 23.3 The Supplier shall have must immediately notify the Buyer if it becomes aware of any breach of Clauses 23.1 or 23.2 or has any reason to think that it, or any of the Supplier Staff, has either: 23.3.1 been investigated or prosecuted for an anti-bribery policy and shall ensure alleged Prohibited Act; 23.3.2 been debarred, suspended, proposed for suspension or debarment, or is otherwise ineligible to take part in procurement programmes or contracts because of a Prohibited Act by any government department or agency; 23.3.3 received a request or demand for any undue financial or other advantage of any kind related to a Contract; or 23.3.4 suspected that its anti-bribery policy is provided any person or Party directly or indirectly related to the Council on requesta Contract has committed or attempted to commit a Prohibited Act. 23.4 If any breach of clause 23.1 is suspected or known, the Supplier must notify the Council immediately. 23.5 If the Supplier notifies the Council that it suspects or knows that there may be a breach of clause 23.1Buyer as required by Clause 23.3, the Supplier must respond promptly to the Council's their further enquiries, co-operate with any investigation, investigation and allow the Council to audit Audit of any books, records and any other relevant documentation. This obligation shall continue for the period specified in the Contract Particulars following the expiry or termination of this Contract. 23.6 The Council may terminate this Contract by written 23.5 In any notice with immediate effect if the Supplier, Supplier Party or Supplier Personnel (in all cases whether or not acting with the Supplier's knowledge) breaches clause 23.1. 23.7 Any notice of termination gives under clause 23.6 Clause 23.4 it must specifyspecify the: 23.7.1 the nature of the Prohibited Act; 23.7.2 the identity of the party whom the Council believes has committed the Prohibited Act 23.8 Despite clause 57 (Dispute resolution), any dispute relating to: 23.8.1 the interpretation of clause 23; or 23.8.2 the amount or value of any gift, consideration or commission, shall be determined by the Council and its decision shall be final and conclusive. 23.9 Any termination under clause 23.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 7.1 The SupplierContractor warrants and undertakes to the Council that: 23.1.1 shall not7.1.1 It will comply with applicable laws, regulations, codes and shall sanctions relating to anti- bribery and anti-corruption including but not limited to the Bribery Act 2010 and will not give any fee or reward the receipt of which is an offence under sub-section (2) of Section 117 of the Local Government Act 1972. 7.1.2 It will procure that any Supplier Staff person who performs or Supplier Party shall not, has performed services for or on its behalf (‘Associated Person’) in connection with this Contract commit a Prohibited ActAgreement complies with this Clause. 7.1.3 It will not enter into any agreement with any Associated Person in connection with this Agreement, unless such agreement contains undertakings on the same terms as contained in this Clause; 23.1.2 warrants, represents 7.1.4 It has and undertakes that it is not aware of any financial or other advantage being given will maintain in place effective accounting procedures and internal controls necessary to any person working for or engaged by the Council, or that an agreement has been reached to that effect, record all expenditure in connection with the execution of this Contract, excluding any arrangement of which full details have been disclosed in writing Agreement; 7.1.5 From time to the Council before execution of this Contract. 23.2 The Supplier shall: 23.2.1 if requested, provide the Council with any reasonable assistancetime, at the Council's reasonable cost, to enable request of the Council to perform it will confirm in writing that it has complied with its undertakings under Clauses 1.1.1 - 1.1.4 and will provide any activity required information reasonably requested by the Council in support of such compliance; 7.1.6 It shall notify the Council as soon as practicable of any relevant government breach of any of the undertakings contained within this clause of which it becomes aware. 7.2 Where the Contractor or agency Contractor’s employees, servants, sub-contractors, suppliers or agents or anyone acting on the Contractor’s behalf, engages in any relevant jurisdiction for the purpose of compliance with conduct prohibited by the Bribery Act 2010;2010 or the Local Government Act 1972 section 117(2) in relation to this or any other contract with the Council, the Council has the right to: 23.2.2 within 10 Working Days (a) Terminate the Agreement and recover from the Contractor the amount of any loss suffered by the Council resulting from the termination, including the cost reasonably incurred by the Council of making other arrangements for the provision of the Commencement Date, Services and annually thereafter, certify to any additional expenditure incurred by the Council throughout the remainder of the period of the Contract (b) Recover in full from the Contractor any other loss sustained by the Council in writing (such certification to be signed by an officer consequence of the Supplier) compliance with this clause 23 by the Supplier and all persons associated with it or other persons who are supplying goods or services in connection with this Contract. The Supplier shall provide such supporting evidence of compliance as the Council may reasonably request. 23.3 The Supplier shall have an anti-bribery policy and shall ensure that its anti-bribery policy is provided to the Council on request. 23.4 If any breach of clause 23.1 is suspected or knownthis clause, the Supplier must notify the Council immediately. 23.5 If the Supplier notifies the Council that it suspects or knows that there may be a breach of clause 23.1, the Supplier must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. This obligation shall continue for the period specified in the Contract Particulars following the expiry or termination of this Contract. 23.6 The Council may terminate this Contract by written notice with immediate effect if the Supplier, Supplier Party or Supplier Personnel (in all cases whether or not acting with the Supplier's knowledge) breaches clause 23.1Contract has been terminated. 23.7 Any notice of termination under clause 23.6 must specify: 23.7.1 the nature of the Prohibited Act; 23.7.2 the identity of the party whom the Council believes has committed the Prohibited Act 23.8 Despite clause 57 (Dispute resolution), any dispute relating to: 23.8.1 the interpretation of clause 23; or 23.8.2 the amount or value of any gift, consideration or commission, shall be determined by the Council and its decision shall be final and conclusive. 23.9 Any termination under clause 23.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 ‌ 24.1 The Supplier:Contractor:‌ 23.1.1 24.1.1 shall not, and shall procure that any Supplier Contractor Staff or Supplier Contractor Party shall not, in connection with this Contract Agreement commit a Prohibited Act; 23.1.2 24.1.2 warrants, represents and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution of this ContractAgreement, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this ContractAgreement. 23.2 24.2 The Supplier Contractor shall: 23.2.1 24.2.1 if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010; 23.2.2 24.2.2 within 10 Working Days of the Commencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the SupplierContractor) compliance with this clause 23 24 by the Supplier Contractor and all persons associated with it or other persons who are supplying goods or services in connection with this ContractAgreement. The Supplier Contractor shall provide such supporting evidence of compliance as the Council may reasonably request. 23.3 24.3 The Supplier shall have an anti-bribery policy and Contractor shall ensure that its anti-bribery policy is provided to the Council on request. 23.4 24.4 If any breach of clause 23.1 24.1 is suspected or known, the Supplier Contractor must notify the Council immediately. 23.5 24.5 If the Supplier Contractor notifies the Council that it suspects or knows that there may be a breach of clause 23.124.1, the Supplier Contractor must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. This obligation shall continue for the period specified in the Contract Particulars following the expiry or termination of this ContractAgreement. 23.6 24.6 The Council may terminate this Contract Agreement by written notice with immediate effect if the SupplierContractor, Supplier Contractor Party or Supplier Contractor Personnel (in all cases whether or not acting with the SupplierContractor's knowledge) breaches clause 23.1.24.1.‌ 23.7 24.7 Any notice of termination under clause 23.6 24.6 must specify: 23.7.1 24.7.1 the nature of the Prohibited Act; 23.7.2 24.7.2 the identity of the party whom the Council believes has committed the Prohibited Act; and 23.8 24.7.3 the date on which this Agreement will terminate. 24.8 Despite clause 57 58 (Dispute resolution), any dispute relating to: 23.8.1 24.8.1 the interpretation of clause 2324; or 23.8.2 24.8.2 the amount or value of any gift, consideration or commission, shall be determined by the Council and its decision shall be final and conclusive. 23.9 24.9 Any termination under clause 23.6 24.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 The Supplier36.1 Neither Party shall do any of the following: 23.1.1 shall not36.1.1 offer, and shall procure that give, or agree to give the other Party (or any Supplier Staff of its officers, employees or Supplier Party shall notagents) 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 of performance of this Framework Agreement or any other contract with the other Party, or for showing or not showing favour or disfavour to any person in relation to this Agreement or any other contract with the other Party; and 36.1.2 in connection with this Contract commit Framework Agreement, pay or agree to pay any commission, other than a Prohibited Act; 23.1.2 warrantspayment, represents and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution of this Contract, excluding any arrangement particulars of which full details (including the terms and conditions of the agreement for its payment) have been disclosed in writing to the Council before execution of this Contractother Party, (together “Prohibited Acts”). 23.2 The Supplier shall: 23.2.1 if requested, provide the Council with 36.2 If either Party or its employees or agents (or anyone acting on its or their behalf) commits any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform Prohibited Act or commits any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with offence under the Bribery Act 2010; 23.2.2 within 10 Working Days 2010 with or without the knowledge of the Commencement Date, and annually thereafter, certify otherPrtay in relation to the Council in writing (such certification to be signed by an officer of the Supplier) compliance with this clause 23 by the Supplier and all persons associated with it or other persons who are supplying goods or services in connection with this Contract. The Supplier shall provide such supporting evidence of compliance as the Council may reasonably request. 23.3 The Supplier shall have an anti-bribery policy and shall ensure that its anti-bribery policy is provided to the Council on request. 23.4 If any breach of clause 23.1 is suspected or knownAgreement, the Supplier must notify the Council immediately.non- defaulting Party shall be entitled: 23.5 If the Supplier notifies the Council that it suspects or knows that there may be a breach of clause 23.1, the Supplier must respond promptly 36.2.1 to the Council's enquiries, co-operate with any investigation, and allow the Council exercise its right to audit books, records and any other relevant documentation. This obligation shall continue for the period specified in the Contract Particulars following the expiry or termination of this Contract. 23.6 The Council may terminate this Contract by written notice with immediate effect if the Supplier, Supplier Party or Supplier Personnel (in all cases whether or not acting with the Supplier's knowledge) breaches clause 23.1. 23.7 Any notice of termination under clause 23.6 must specify:24 and to recover from the defaulting Party the amount of any loss resulting from the termination; and 23.7.1 36.2.2 to recover from the nature of the Prohibited Act; 23.7.2 the identity of the party whom the Council believes has committed the Prohibited Act 23.8 Despite clause 57 (Dispute resolution), any dispute relating to: 23.8.1 the interpretation of clause 23; or 23.8.2 defaulting Party the amount or value of any gift, consideration or commission, commission concerned; and 36.2.3 to recover from the defaulting Party any loss or expense sustained in consequence of the carrying out of the Prohibited Act or the commission of the offence. 36.3 Each Party shall provide the other Party upon written request with all reasonable assistance to enable that Party to perform any activity required for the purposes of complying with the Bribery Act 2010. Should either Party request such assistance the Party requesting assistance shall pay the reasonable expenses of the other Party arising as a result of such request. 36.4 The Contractor shall have in place an anti bribery policy for the purposes of preventing any of its Staff from committing a prohibited act under the Bribery Act 2010. Such policy shall be determined disclosed to the Council within 5 Working Days of the Council requesting it and enforced by the Contractor where applicable. 36.5 Should the Contractor become aware of or suspect any breach of this clause 36, it will notify the Council immediately. Following such notification, the Provider shall respond promptly and fully to any enquiries of the Council, co- operate with any investigation undertaken by the Council and its decision shall be final allow the Council to audit any books, records and conclusiveother relevant documentation. 23.9 Any termination under clause 23.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 ‌ 14.1 The SupplierService Provider shall not: 23.1.1 shall not14.1.1 offer or give, or agree to offer or give, any gift or other consideration of any kind to any employee, agent, servant or representative of DGHP, which gift or consideration 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 14.1.2 engage in and shall procure that any Supplier all Service Provider Staff or Supplier Party any person acting on the Service Provider's behalf shall notnot commit, in connection with this Contract commit Agreement, a Prohibited Act;Act under the Bribery Act 2010, or any other relevant Law in relation to bribery and anti-corruption. 23.1.2 14.2 The Service Provider warrants, represents and undertakes to DGHP that it is not aware has not: 14.2.1 in entering into this Agreement breached the undertakings in clause 14.1; 14.2.2 paid commission or agreed to pay commission to DGHP or any person employed by or on behalf of DGHP in connection with this Agreement; or 14.2.3 entered into this Agreement with knowledge, that, in connection with it, any financial money has been, or other advantage being given will be, paid to any person working for or engaged by the CouncilDGHP in connection with this Agreement, or that an agreement has been reached to that effect, in connection with the execution unless details of this Contract, excluding any such arrangement of which full details have been disclosed in writing to the Council DGHP before execution of this ContractAgreement. 23.2 14.3 The Supplier Service Provider shall: 23.2.1 14.3.1 immediately notify DGHP if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity required by any relevant government it suspects or agency in any relevant jurisdiction for the purpose becomes aware of compliance with the Bribery Act 2010; 23.2.2 within 10 Working Days of the Commencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the Supplier) compliance with this clause 23 by the Supplier and all persons associated with it or other persons who are supplying goods or services in connection with this Contract. The Supplier shall provide such supporting evidence of compliance as the Council may reasonably request. 23.3 The Supplier shall have an anti-bribery policy and shall ensure that its anti-bribery policy is provided to the Council on request. 23.4 If any breach of this clause 23.1 is suspected or known, the Supplier must notify the Council immediately.14; and 23.5 If the Supplier notifies the Council that it suspects or knows that there may be a breach of clause 23.1, the Supplier must 14.3.2 respond promptly to any of DGHP's enquiries regarding any breach, potential breach or suspected breach of this clause 14 and the Council's enquiries, co-Service Provider shall co- operate with any investigation, investigation and allow the Council DGHP to audit the Service Provider's books, records and any other relevant documentation. This obligation shall continue for documentation in connection with the period specified in the Contract Particulars following the expiry or termination of this Contractbreach. 23.6 The Council may terminate this Contract by written notice with immediate effect if 14.4 Any audit conducted pursuant to clause 14.3.2 shall be in addition to the Suppliernumber of audits permitted under clause 9. 14.5 If the Service Provider, Supplier Party the Service Provider Staff or Supplier Personnel (any person acting on the Service Provider's behalf, in all cases whether or not acting with the SupplierService Provider's knowledge) breaches clause 23.1. 23.7 Any notice of termination under clause 23.6 must specify, breaches: 23.7.1 the nature of the Prohibited Act; 23.7.2 the identity of the party whom the Council believes has committed the Prohibited Act 23.8 Despite 14.5.1 this clause 57 (Dispute resolution), any dispute relating to: 23.8.1 the interpretation of clause 2314; or 23.8.2 14.5.2 the Bribery Act 2010 in relation to this Agreement or any other contract with DGHP or any person employed by or on behalf of DGHP, DGHP shall be entitled to terminate this Agreement by written notice with immediate effect in accordance with clause 18.2.1. 14.6 Without prejudice to its other rights and remedies under this Agreement, DGHP shall be entitled to recover the amount or of value of any such gift, consideration or commission, commission in full from the Service Provider and the Service Provider shall be determined by the Council liable for and its decision shall be final indemnify and conclusivekeep indemnified DGHP in full and on demand from and against all and any liabilities, losses, damages, costs and expenses (including legal and out-of pocket costs and expenses), claims or actions as a result of or in connection any breach of this clause 14. 23.9 Any termination under clause 23.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 37.1. The Supplier: 23.1.1 Supplier shall not, not commit and shall procure that any Supplier all Staff or Supplier Party any person acting on the Supplier's behalf shall notnot commit, in connection with this Contract commit a Call Off Contract, any Prohibited Act; 23.1.2 warrants, represents and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution of this Contract, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Contract. 23.2 37.2. The Supplier shall: 23.2.1 37.2.1. in relation to this Call Off Contract, act in accordance with the Ministry of Justice Guidance; 37.2.2. immediately notify the Customer and the Authority if requestedit suspects or becomes aware of any breach of this Clause 37; 37.2.3. respond promptly to any of the Customer’s enquiries regarding any breach, provide potential breach or suspected breach of this Clause 37 and the Council Supplier shall co-operate with any reasonable assistanceinvestigation and allow the Customer to audit the Supplier’s books, at records and any other relevant documentation in connection with the Council's reasonable cost, to enable the Council to perform any activity breach; 37.2.4. if so required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010; 23.2.2 Customer, within 10 twenty (20) Working Days of the Call Off Commencement Date, and annually thereafter, certify to the Council Customer in writing (such certification to be signed by an officer of the Supplier) compliance with this clause 23 by the Supplier and all persons associated with it or its Sub-Contractors or other persons who are supplying goods or services the Services in connection with this ContractCall Off Contract compliance with this Clause 37. The Supplier shall provide such supporting evidence of compliance as the Council Customer may reasonably request.; 23.3 The Supplier shall have 37.2.5. have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall ensure that its anti-bribery policy is provided to the Council on requestenforce it where appropriate. 23.4 37.3. If any breach of clause 23.1 is suspected or known, the Supplier must notify the Council immediately. 23.5 If the Supplier notifies the Council that it suspects or knows that there may be a breach of clause 23.1, the Supplier must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. This obligation shall continue for the period specified in the Contract Particulars following the expiry or termination of this Contract. 23.6 The Council may terminate this Contract by written notice with immediate effect if the Supplier, Supplier Party the Staff or Supplier Personnel (any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge) knowledge breaches clause 23.1this Clause 37 the Customer shall be entitled to terminate this Call Off Contract for Material Breach. 23.7 Any notice 37.4. 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 termination under clause 23.6 must specifya demand pursuant to the indemnity hereunder) in full from and against: 23.7.1 the nature of the Prohibited Act; 23.7.2 the identity of the party whom the Council believes has committed the Prohibited Act 23.8 Despite clause 57 (Dispute resolution), any dispute relating to: 23.8.1 the interpretation of clause 23; or 23.8.2 37.4.1. the amount or of value of any such gift, consideration or commission, shall be determined ; and 37.4.2. any other Loss sustained by the Council and its decision shall be final and conclusiveCustomer in consequence of any breach of this Clause 37. 23.9 Any termination under clause 23.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 44.1. The Supplier: 23.1.1 Supplier shall not, not commit and shall procure that any Supplier all Staff or Supplier Party any person acting on the Supplier's behalf shall notnot commit, in connection with this Contract commit a Call Off Contract, any Prohibited Act; 23.1.2 warrants, represents and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution of this Contract, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Contract. 23.2 44.2. The Supplier shall: 23.2.1 if requested44.2.1. in relation to this Call Off Contract, provide act in accordance with the Council with any reasonable assistance, at the Council's reasonable cost, Ministry of Justice Guidance pursuant to enable the Council to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose Section 9 of compliance with the Bribery Act 2010; 23.2.2 44.2.2. immediately notify the Customer and the Authority if it suspects or becomes aware of any breach of this Clause 44; 44.2.3. respond promptly to any of the Customer’s enquiries regarding any breach, potential breach or suspected breach of this Clause 44 and the Supplier shall co-operate with any investigation and allow the Customer to audit the Supplier’s books, records and any other relevant documentation in connection with the breach; 44.2.4. if so required by the Customer, within 10 twenty (20) Working Days of the Call Off Commencement Date, and annually thereafter, certify to the Council Customer in writing (such certification to be signed by an officer of the Supplier) compliance with this clause 23 by the Supplier and all persons associated with it or its Sub- Contractors or other persons who are supplying goods or services the Goods and/or Services in connection with this ContractCall Off Contract compliance with this Clause 44. The Supplier shall provide such supporting evidence of compliance as the Council Customer may reasonably request.; 23.3 The Supplier shall have 44.2.5. have, maintain and enforce an anti-bribery policy (which shall be disclosed to the Customer on request) to prevent it and any Staff or any person acting on the Supplier's behalf from committing a Prohibited Act and shall ensure that its anti-bribery policy is provided to the Council on requestenforce it where appropriate. 23.4 44.3. If any breach of clause 23.1 is suspected or known, the Supplier must notify the Council immediately. 23.5 If the Supplier notifies the Council that it suspects or knows that there may be a breach of clause 23.1, the Supplier must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. This obligation shall continue for the period specified in the Contract Particulars following the expiry or termination of this Contract. 23.6 The Council may terminate this Contract by written notice with immediate effect if the Supplier, Supplier Party the Staff or Supplier Personnel (any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge) knowledge breaches clause 23.1this Clause 44 the Customer shall be entitled to terminate this Call Off Contract for Material Breach. 23.7 Any notice 44.4. Without prejudice to its other rights and remedies under this Clause 44, 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 termination under clause 23.6 must specifya demand pursuant to the indemnity hereunder) in full from and against: 23.7.1 the nature of the Prohibited Act; 23.7.2 the identity of the party whom the Council believes has committed the Prohibited Act 23.8 Despite clause 57 (Dispute resolution), any dispute relating to: 23.8.1 the interpretation of clause 23; or 23.8.2 44.4.1. the amount or of value of any such gift, consideration or commission, shall be determined ; and 44.4.2. any other Loss sustained by the Council and its decision shall be final and conclusiveCustomer in consequence of any breach of this Clause 44. 23.9 Any termination under clause 23.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 The Supplier: 23.1.1 : shall notcomply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and shall procure ensure that all Supplier Employees and any Supplier Staff or Supplier Party shall notSub-contractor, in connection with this Contract commit a Prohibited Act; 23.1.2 Contract, shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; warrants, represents and undertakes that to the best of its knowledge it is not aware of any financial or other advantage of any kind being given to any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution and/or performance of this Contract, excluding any arrangement of which full details have been disclosed in writing to the Council before the execution of this Contract. 23.2 The Supplier shall: 23.2.1 if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010; 23.2.2 within 10 Working Days of the Commencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the Supplier) compliance with this clause 23 by the Supplier and all persons associated with it or other persons who are supplying goods or services in connection with this Contract. The Supplier shall provide such supporting evidence of compliance as the Council may reasonably request. 23.3 The Supplier shall have have, maintain and where appropriate enforce an anti-bribery policy and (which shall ensure that its anti-bribery policy is provided be disclosed to the Council on request. 23.4 If ) to prevent any breach of clause 23.1 is suspected Supplier Employees or knownSub-contractor from committing a Prohibited. The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent a Prohibited Act by the Supplier must notify the Council immediately. 23.5 If Employees or Sub-contractor. Any anti-bribery policy put in place by the Supplier notifies shall in addition include the Council that it suspects or knows that there may be a breach Supplier’s Prevention of clause 23.1Fraud policy, the Supplier must respond promptly to which shall incorporate the Council's enquiries’s Counter Fraud Prevention Strategy. The Council’s Counter Fraud Prevention Strategy can be found on the Council’s website using the following link, co-operate with any investigation, under the heading ‘Part 5 - 4. Codes and allow the Council to audit books, records and any other relevant documentation. This obligation shall continue for the period specified in the Contract Particulars following the expiry or termination of this ContractProtocols - Counter Fraud Strategy’:- ▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇. 23.6 ▇▇▇▇▇▇▇▇▇.▇▇.▇▇/ieListDocuments.aspx?CId=349&MId=1735&info=1&MD=Constitution The Council may terminate this Contract by written notice with immediate effect if the Supplier, Supplier Party Employees or Supplier Personnel Sub-contractor (in all cases whether or not acting with the Supplier's knowledge) breaches clause 23.1. 23.7 Any notice 38. In determining whether to exercise the right of termination under this clause 23.6 must specify: 23.7.1 38.5, the nature Council shall give all due consideration, where appropriate, to action other than termination of this Contract unless the Prohibited Act is committed by the Supplier or a senior officer of the Prohibited Act; 23.7.2 the identity Supplier or by an Employee, Sub-contractor or supplier not acting independently of the party whom Supplier. The expression "not acting independently of" (when used in relation to the Council believes has committed Supplier or a Sub-contractor) means and shall be construed as acting: with the Prohibited Act 23.8 Despite clause 57 (Dispute resolution), any dispute relating to: 23.8.1 the interpretation of clause 23authority; or 23.8.2 , with the amount or value actual knowledge; of any gift, consideration one or commission, shall be determined by more of the Council and its decision shall be final and conclusive. 23.9 directors of the Supplier or the Sub-contractor (as the case may be); or in circumstances where any one or more of the directors of the Supplier ought reasonably to have had knowledge. Any termination under clause 23.6 38.5 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 24.1 The SupplierContractor: 23.1.1 24.1.1 shall not, and shall procure that any Supplier Contractor Staff or Supplier Contractor Party shall not, in connection with this Contract Agreement commit a Prohibited Act; 23.1.2 24.1.2 warrants, represents and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution of this ContractAgreement, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this ContractAgreement. 23.2 24.2 The Supplier Contractor shall: 23.2.1 24.2.1 if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; 23.2.2 24.2.2 within 10 Working Days of the Commencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the SupplierContractor) compliance with this clause 23 24 by the Supplier Contractor and all persons associated with it or other persons who are supplying goods or services in connection with this ContractAgreement. The Supplier Contractor shall provide such supporting evidence of compliance as the Council may reasonably request. 23.3 24.3 The Supplier shall have an anti-bribery policy and Contractor shall ensure that its anti-bribery policy is provided to the Council on request. 23.4 24.4 If any breach of clause 23.1 24.1 is suspected or known, the Supplier Contractor must notify the Council immediately. 23.5 24.5 If the Supplier Contractor notifies the Council that it suspects or knows that there may be a breach of clause 23.124.1, the Supplier Contractor must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. This obligation shall continue for the period specified in the Contract Particulars following the expiry or termination of this ContractAgreement. 23.6 24.6 The Council may terminate this Contract Agreement by written notice with immediate effect if the SupplierContractor, Supplier Contractor Party or Supplier Contractor Personnel (in all cases whether or not acting with the SupplierContractor's knowledge) breaches clause 23.124.1. 23.7 24.7 Any notice of termination under clause 23.6 24.6 must specify: 23.7.1 24.7.1 the nature of the Prohibited Act; 23.7.2 24.7.2 the identity of the party whom the Council believes has committed the Prohibited Act; and 23.8 24.7.3 the date on which this Agreement will terminate. 24.8 Despite clause 57 61 (Dispute resolution), any dispute relating to: 23.8.1 24.8.1 the interpretation of clause 2324; or 23.8.2 24.8.2 the amount or value of any gift, consideration or commission, shall be determined by the Council and its decision shall be final and conclusive. 23.9 24.9 Any termination under clause 23.6 24.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 20.1 The SupplierService Provider shall not: 23.1.1 shall not20.1.1 offer or give, or agree to give, to any employee, agent, servant or representative of the Council, or any other public body or person employed by or on behalf of the Council, any gift or other consideration of any kind which could act as an inducement or a reward for any act or failure to act in relation to this Contract or any other contract with the Council or other public body; 20.1.2 engage in and shall procure that all Service Provider’s Staff, consultants, agents or Sub-Contractors or any Supplier Staff or Supplier Party person acting on the Service Provider's behalf shall notnot commit, in connection with this Contract commit Contract, a Prohibited Act;Act under the Bribery Act 2010, or any other relevant laws, statutes, regulations or codes in relation to bribery and anti-corruption; and 23.1.2 20.1.3 commit any offences under the Prevention of Corruption Acts 1889 to 1916. 20.2 The Service Provider warrants, represents and undertakes that it is not aware has not: 20.2.1 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 a public body in connection with the Contract; and 20.2.2 entered into this Contract with knowledge, that, in connection with it, any financial money has been, or other advantage being given will be, paid to any person working for or engaged by the CouncilCouncil or any other public body or any person employed by or on behalf of the Council in connection with the Contract, or that an agreement has been reached to that effect, ; 20.3 The Service Provider shall: 20.3.1 in connection with the execution of relation to this Contract, excluding any arrangement act in accordance with the Ministry of which full details have been disclosed in writing Justice Guidance pursuant to the Council before execution Section 9 of this Contract. 23.2 The Supplier shall: 23.2.1 if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010; 23.2.2 20.3.2 immediately notify the Council if it suspects or becomes aware of any breach of this clause; 20.3.3 respond promptly to any of the Council’s enquiries regarding any breach, potential breach or suspected breach of this clause and the Service Provider shall co-operate with any investigation and allow the Council to audit Service Provider’s books, records and any other relevant documentation in connection with the breach; 20.3.4 if so required by the Council, within 10 twenty (20) Working Days of the Commencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the Supplier) compliance with this clause 23 by the Supplier Service Provider and all persons associated with it or other persons who are supplying goods or services the Goods and Services in connection with this ContractContract compliance with this clause. The Supplier Service Provider shall provide such supporting evidence of compliance as the Council may reasonably request.; 23.3 The Supplier shall 20.3.5 have and maintain an anti-bribery policy and (which shall ensure that its anti-bribery policy is provided be disclosed to the Council on request) to prevent it any of its Staff, consultants, agents or Sub-Contractors, or any person acting on the Service Provider's behalf from committing a Prohibited Act and shall enforce it where appropriate. 23.4 If any breach of clause 23.1 is suspected or known, the Supplier must notify the Council immediately. 23.5 20.4 If the Supplier notifies Service Provider, its Staff, consultants, agents or Sub-Contractors or any person acting on the Council that it suspects or knows that there may be a breach of clause 23.1Service Provider's behalf, the Supplier must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. This obligation shall continue for the period specified in the Contract Particulars following the expiry or termination of this Contract. 23.6 The Council may terminate this Contract by written notice with immediate effect if the Supplier, Supplier Party or Supplier Personnel (in all cases whether or not acting with the SupplierService Provider's knowledge) breaches clause 23.1. 23.7 Any notice of termination under clause 23.6 must specifyknowledge breaches: 23.7.1 the nature of the Prohibited Act; 23.7.2 the identity of the party whom the Council believes has committed the Prohibited Act 23.8 Despite clause 57 (Dispute resolution), any dispute relating to: 23.8.1 the interpretation of clause 2320.4.1 this clause; or 23.8.2 20.4.2 the Bribery Act 2010 in relation to this Contract or any other contract with 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 the Contract, the Council shall be entitled to terminate this Contract by written notice with immediate effect. 20.5 Without prejudice to its other rights and remedies under this clause, the Council shall be entitled to recover in full and the Service Provider shall on demand indemnify the Council in full from and against: 20.5.1 the amount or of value of any such gift, consideration or commission, shall be determined ; and 20.5.2 any other loss sustained by the Council in consequence of any breach of this Clause, including the cost reasonably incurred by the Council of making other arrangements for the supply of the Services and its decision shall be final and conclusiveany additional expenditure incurred by the Council throughout the remainder of the Term. 23.9 Any termination under clause 23.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 The SupplierProvider: 23.1.1 shall not, and shall procure that any Supplier Provider Staff or Supplier Provider Party shall not, in connection with this Contract commit a Prohibited Act; 23.1.2 warrants, represents and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution of this Contract, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Contract. 23.2 The Supplier Provider shall: 23.2.1 if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010; 23.2.2 within 10 ten (10) Working Days of the Commencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer of the SupplierProvider) compliance with this clause 23 by the Supplier Provider and all persons associated with it or other persons who are supplying goods or services in connection with this Contract. The Supplier Provider shall provide such supporting evidence of compliance as the Council may reasonably request. 23.3 The Supplier shall have an anti-bribery policy and Provider shall ensure that its anti-bribery policy is provided to the Council on request. 23.4 If any breach of clause 23.1 is suspected or known, the Supplier Provider must notify the Council immediately. 23.5 If the Supplier Provider notifies the Council that it suspects or knows that there may be a breach of clause 23.1, the Supplier Provider must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation. This obligation shall continue for the period specified in the Contract Particulars Period, Extended Period and 6 years following the expiry or termination of this Contract. 23.6 The Council may terminate this Contract by written notice with immediate effect if the SupplierProvider, Supplier Provider Party or Supplier Provider Personnel (in all cases whether or not acting with the SupplierProvider's knowledge) breaches clause 23.1. 23.7 Any notice of termination under clause 23.6 must specify: 23.7.1 the nature of the Prohibited Act; 23.7.2 the identity of the party whom the Council believes has committed the Prohibited Act; and 23.7.3 the date on which this Contract will terminate. 23.8 Despite clause 57 (Dispute resolution), any dispute relating to: 23.8.1 the interpretation of clause 23; or 23.8.2 the amount or value of any gift, consideration or commission, shall be determined by the Council and its decision shall be final and conclusive. 23.9 Any termination under clause 23.6 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 25.1 The Supplier: 23.1.1 shall not, and shall procure that any Supplier Staff or Supplier Party shall not, in connection with this Contract commit a Prohibited Act; 23.1.2 warrants, represents and undertakes that it: 25.1.1 has not, will not, and will procure that its Staff have not, and will not commit a Prohibited Act in connection with this Contract; 25.1.2 has not given and will not give any fee or reward to any person which it is an offence under Section 117(2) of the Local Government Act 1972 or the Bribery Act 2010 25.1.3 is not aware of any financial or other advantage being given to any person working for or engaged by YPO or the Council, Customer or that an agreement a contract has been reached to that effect, effect in connection with the securing or execution of this Contract, or any other contract with YPO or the Customer, excluding any arrangement arrangements of which full details have been disclosed in writing to YPO and/or the Council before Customer prior to the execution of this Contract. 23.2 25.2 The Supplier shall: 23.2.1 if requested, will upon request provide the Council Customer with any all reasonable assistance, at the Council's reasonable cost, assistance to enable the Council Customer to perform any activity required for the purposes of complying with the Bribery Act 2010, as may be required of the Customer by any relevant government or agency in any relevant jurisdiction for jurisdiction. Should the purpose of compliance with Customer request such assistance the Bribery Act 2010; 23.2.2 within 10 Working Days Customer shall pay the reasonable expenses of the Commencement Date, and annually thereafter, certify Supplier arising as a result. 25.3 The Supplier will provide to the Council Customer certification (if requested to do so), in writing (in such certification form as may be provided by the Customer, to be signed by an officer of the Supplier) , of the compliance with this clause 23 by Clause 25 by: 25.3.1 the Supplier and Supplier; 25.3.2 all persons associated with it or the Supplier; and 25.3.3 any other persons who are supplying goods or services Goods and/or Services in connection with this Contract. 25.4 Certification (if requested) will be provided by the Customer within fifteen (15) Working Days of the Commencement Date and annually thereafter for the Contract Period. The Supplier shall will provide such supporting any evidence of compliance as the Council may reasonably requestbe requested by the Customer. 23.3 25.5 The Supplier shall will have in place an anti-bribery policy and for the purpose of preventing any of its staff from committing any Prohibited Act. Such policy shall ensure that its anti-bribery policy is provided be disclosed to the Council on requestCustomer and enforced by the Supplier where appropriate. 23.4 If 25.6 Should the Supplier become aware of or suspect any breach of clause 23.1 is suspected or known, the Supplier must Clause 25.1 it will notify the Council Customer immediately. 23.5 If 25.7 Following notification under Clause 25.6 the Supplier notifies the Council that it suspects or knows that there may be a breach of clause 23.1, the Supplier must will respond promptly and fully to the Council's enquiriesenquiries of the Customer, co-operate cooperate with any investigation, investigation undertaken by the Customer and allow the Council Customer to audit any books, records and any other relevant documentation. This obligation The Supplier’s obligations under this Clause 25.7 shall continue for the period specified in the Contract Particulars following survive the expiry or termination of this ContractContract for a further period of six (6) years. 23.6 25.8 The Council Customer may recover in full from the Supplier and the Supplier shall indemnify the Customer in full from and against any other loss sustained by the Customer in consequence of any breach of this Clause 25, whether or not the Contract has been terminated. 25.9 The Customer may terminate this Contract by written notice and any Order with immediate effect on written notice to the Supplier if the Supplier, Supplier Party or Supplier Personnel (in all cases its Staff whether or not acting with the Supplier's ’s knowledge, breaches Clause 25. Before exercising its right of termination under this Clause 25.9 the Customer will give all due consideration to other action beside termination unless the Prohibited Act is committed by: 25.9.1 the Supplier or a senior officer of the Supplier; or 25.9.2 a member of Staff who is not acting independently of the Supplier. The expression ‘not acting independently of’ (when used in relation to the Supplier or its Staff) breaches clause 23.1means and shall be construed as acting: (a) with the authority of; or (b) with the actual knowledge; of any one or more of the Supplier’s or Staff (as applicable), directors or partners or (c) in circumstances where any one or more of the directors (or partners) of the Supplier or its Staff (as applicable) ought reasonably to have had knowledge. 23.7 25.10 Any notice of termination by the Customer under clause 23.6 Clause 25.9 must specify: 23.7.1 25.10.1 the nature of the Prohibited Act;; and 23.7.2 25.10.2 the identity of the party person whom the Council Customer believes has committed the Prohibited Act; and 23.8 Despite clause 57 (Dispute resolution)25.10.3 the date on which the Contract will terminate. 25.11 In the event of any breach of Clause 25 the Customer is entitled to recover from the Supplier the value of any gift, consideration or commission. 25.12 Notwithstanding Clause 60 any dispute relating to: 23.8.1 : 25.12.1 the interpretation of clause 23; or 23.8.2 this Clause 25 or 25.12.2 the amount or value of any gift, consideration consideration, commission or commission, other financial advantage shall be determined by the Council Customer and its decision shall be final and conclusive.conclusive 25.13 Termination under Clause 25.9 will: 23.9 Any termination under clause 23.6 will 25.13.1 be without prejudice to any right or remedy which has already accrued or subsequently accrues to the CouncilCustomer under this Contract; 25.13.2 prohibit the Supplier from claiming any damages for early termination; 25.13.3 allow the Customer to recover from the Supplier the amount of any loss suffered by the Customer resulting from the termination; and 25.13.4 entitle the Customer to be indemnified by the Supplier for any additional costs, losses, damages or expenses incurred in re-procuring and obtaining the Goods and/or Services from another party.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 ‌ 30.1 The SupplierSupplier :‌ 23.1.1 shall 30.1.1 has not, will not, and shall will procure that any Supplier its Staff or Supplier Party shall have not, and will not commit a Prohibited Act in connection with this Contract commit a Prohibited ActContract; 23.1.2 30.1.2 has not given and will not give any fee or reward to any person which it is an offence under Section 117(2) of the Local Government Act 1972 or the Bribery Act 2010 30.1.3 warrants, represents represents, and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by YPO or the Council, Customer or that an agreement a contract has been reached to that effect, effect in connection with the securing or execution of this Contract, or any other contract with YPO or the Customer, excluding any arrangement arrangements of which full details have been disclosed in writing to YPO and/or the Council before Customer prior to the execution of this Contract. 23.2 30.2 The Supplier shall: 23.2.1 if requested, will upon request provide the Council Customer with any all reasonable assistance, at the Council's reasonable cost, assistance to enable the Council Customer to perform any activity required for the purposes of complying with the Bribery Act, as may be required of the Customer by any relevant government or agency in any relevant jurisdiction for jurisdiction. Should the purpose of compliance with Customer request such assistance the Bribery Act 2010; 23.2.2 within 10 Working Days Customer shall pay the reasonable expenses of the Commencement Date, and annually thereafter, certify Supplier arising as a result 30.3 The Supplier will provide to the Council Customer certification (if requested to do so), in writing (in such certification form as may be provided by the Customer, to be signed by an officer of the Supplier) , of the compliance with this clause 23 by Clause 30 by: 30.3.1 the Supplier and and 30.3.2 all persons associated with it or the Supplier; and‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ 30.3.3 any other persons who are supplying goods or services Goods and/or Services in connection with this Contract. 30.4 Certification (if requested) will be provided by the Customer within fifteen (15) Working Days of the Commencement Date and annually thereafter for the Term. The Supplier shall will provide such supporting any evidence of compliance as the Council may reasonably requestbe requested by the Customer. 23.3 30.5 The Supplier shall will have in place an anti-bribery policy and for the purpose of preventing any of its staff from committing any Prohibited Act. Such policy shall ensure that its anti-bribery policy is provided be disclosed to the Council on requestCustomer and enforced by the Supplier where appropriate. 23.4 If 30.6 Should the Supplier become aware of or suspect any breach of clause 23.1 is suspected or known, Clause 30.1 it will notify the Customer immediately.‌ 30.7 Following notification under Clause 30.6 the Supplier must notify the Council immediately. 23.5 If the Supplier notifies the Council that it suspects or knows that there may be a breach of clause 23.1, the Supplier must will respond promptly and fully to the Council's enquiriesenquiries of the Customer, co-operate cooperate with any investigationinvestigation undertaken by the Customer, and allow the Council Customer to audit any books, records records, and any other relevant documentation. This obligation The Supplier’s obligations under this Clause 30.7 shall continue for the period specified in the Contract Particulars following survive the expiry or termination of this ContractContract for a further period of six (6) years.‌ 30.8 The Customer may recover in full from the Supplier and the Supplier shall indemnify the Customer in full from and against any other loss sustained by the Customer in consequence of any breach of this Clause 30 (Prevention of Bribery and Corruption), whether or not the Contract has been terminated. 23.6 30.9 The Council Customer may terminate this Contract by and any Order immediately upon serving written notice with immediate effect if the Supplier, Supplier Party or Supplier Personnel (in all cases its Staff whether or not acting with the Supplier's ’s knowledge, breaches Clause 30. Before exercising its right of termination under this Clause 30.9 the Customer will give all due consideration to other action beside termination unless the Prohibited Act is committed by:‌ 30.9.1 the Supplier or a senior officer of the Supplier; or 30.9.2 a member of Staff who is not acting independently of the Supplier. The expression ‘not acting independently of’ (when used in relation to the Supplier or its Staff) breaches clause 23.1.means and shall be construed as acting;‌ 23.7 (a) with the authority of; or (b) with the actual knowledge; of any one or more of the Supplier’s or Staff (as applicable) directors or partners or (c) in circumstances where any one or more of the directors (or partners) of the Supplier or its Staff (as applicable) ought reasonably to have had knowledge 30.10 Any notice of termination by the Customer under clause 23.6 Clause 30.9 must specify: 23.7.1 the 30.10.1 The nature of the Prohibited Act;; and 23.7.2 the 30.10.2 The identity of the party person whom the Council Customer believes has committed the Prohibited Act; and 23.8 Despite clause 57 30.10.3 The date on which the Contract will terminate 30.11 In the event of any breach of Clause 30 the Customer is entitled to recover from the Supplier the value of any gift, consideration, or commission. 30.12 Notwithstanding Clause 66 (Dispute resolution), Resolution) any dispute relating to: 23.8.1 30.12.1 the interpretation of clause 23; this Clause 30 or 23.8.2 30.12.2 the amount or value of any gift, consideration or consideration, commission, or other financial advantage shall be determined by the Council Customer and its decision shall be final and conclusive.conclusive 30.13 Termination under Clause 30.9 will: 23.9 Any termination under clause 23.6 will be 30.13.1 Be without prejudice to any right or remedy which has already accrued or subsequently accrues to the CouncilCustomer under this Contract; 30.13.2 prohibit the Supplier from claiming any damages for early termination; 30.13.3 allow the Customer to recover from the Supplier the amount of any loss suffered by the Customer resulting from the termination; and 30.13.4 entitle the Customer to be indemnified by the Supplier for any additional costs losses, damages or expenses incurred in re-procuring and obtaining the Goods and/or Services from another party.

PREVENTION OF BRIBERY AND CORRUPTION. 23.1 The Supplier: 23.1.1 : shall notcomply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and shall procure ensure that all Supplier Employees and any Supplier Staff or Supplier Party shall notSub-contractor, in connection with this Contract commit a Prohibited Act; 23.1.2 Contract, shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; warrants, represents and undertakes that to the best of its knowledge it is not aware of any financial or other advantage of any kind being given to any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution and/or performance of this Contract, excluding any arrangement of which full details have been disclosed in writing to the Council before the execution of this Contract. 23.2 . The Supplier shall: 23.2.1 : if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010; 23.2.2 Act. within 10 twenty-eight (28) Working Days of the Commencement Date, and annually thereafter, certify to the Council in writing (such certification to be signed by an officer Authorised Officer of the Supplier) compliance with this clause 23 51 by the Supplier and all persons associated with it or other persons who are supplying goods or services the Goods and/or Services in connection with this Contract. The Supplier shall provide such supporting documentary evidence of compliance as the Council may reasonably request. 23.3 . The Supplier shall have have, maintain and where appropriate enforce an anti-bribery policy and (which shall ensure that its anti-bribery policy is provided be disclosed to the Council on request) to prevent any Supplier Employees or Sub-contractor from committing a Prohibited Act. The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent a Prohibited Act by the Supplier Employees or Sub-contractor. Any anti-bribery policy put in place by the Supplier shall in addition include the Supplier’s Prevention of Fraud policy, which shall incorporate the Council’s Counter Fraud Prevention Strategy. The Council’s Counter Fraud Prevention Strategy can be found on the Council’s website using the following link, under the heading ‘Part 5 - 4. Codes and Protocols - Counter Fraud Strategy’:- ▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇. 23.4 ▇▇▇▇▇▇▇▇▇.▇▇.▇▇/ieListDocuments.aspx?CId=349&MId=1735&info=1&MD=Constitution The Supplier shall as part of the governance arrangements put in place pursuant to clause 51.3 use an appropriate Crime Risk Assessment Toolkit to identify risks and put appropriate systems and processes in place to mitigate those risks. The Supplier shall on request permit the Council’s Counter Fraud Specialist to review the Supplier’s Counter Fraud Arrangements. Following such a review the Supplier shall implement within a timescale agreed by the Council, any modifications the Council deems necessary to ensure Counter Fraud Arrangements continue to remain effective. If any breach of clause 23.1 51 is suspected or known, the Supplier must notify the Council immediately. 23.5 immediately in writing. If the Supplier notifies the Council that it suspects or knows that there may be a breach of clause 23.151, the Supplier must respond promptly to the Council's enquiries, co-operate fully with any investigation, and allow the Council to audit the Supplier’s accounts, books, records and any other relevant documentationdocumentation in connection with the breach. This obligation shall continue for the period specified in the Contract Particulars following the expiry or termination of this Contract. 23.6 The Council may terminate this Contract by written notice with immediate effect if the Supplier, Supplier Party Employees or Supplier Personnel Sub-contractor (in all cases whether or not acting with the Supplier's knowledge) breaches clause 23.1. 23.7 51. In determining whether to exercise the right of termination under this clause 51.9, the Council shall give all due consideration, where appropriate, to action other than termination of this Contract unless the Prohibited Act is committed by the Supplier or a senior officer of the Supplier or by an Employee, Sub-contractor or supplier not acting independently of the Supplier. The expression "not acting independently of" (when used in relation to the Supplier or a Sub-contractor) means and shall be construed as acting: with the authority; or, with the actual knowledge; of any one or more of the directors of the Supplier or the Sub-contractor (as the case may be); or in circumstances where any one or more of the directors of the Supplier ought reasonably to have had knowledge. Any notice of termination served under clause 23.6 51.9 must specify: 23.7.1 : the nature of the Prohibited Act; 23.7.2 ; the identity of the party whom the Council believes has committed the Prohibited Act 23.8 ; and the date on which this Contract will terminate. Despite clause 57 42 (Dispute resolutionResolution Procedure), any dispute Dispute relating to: 23.8.1 : the interpretation of clause 2351; or 23.8.2 or the amount or value of any gift, consideration or commission, ; or any other loss sustained by the Council in consequence of any breach of this clause 51. shall be determined by the Council and its decision shall be final and conclusive. 23.9 . Any termination under clause 23.6 51.9 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council.