Anti-Bribery and Anti-Corruption. 25.1 Select is committed to operating in a manner consistent with the laws of the jurisdictions in which it operates, including Anti-Bribery and Anti-Corruption Legislation. The ▇▇▇▇▇ ▇’▇▇▇▇▇▇ ABAC Policy prohibits corrupt acts, including Prohibited Acts, by ▇▇▇▇▇ ▇’▇▇▇▇▇▇ and its Associated Persons. 25.2 The Company must not, and must take reasonable steps to ensure that any of its Associated Persons do not, commit a Prohibited Act (the Anti-Corruption Obligations) and: (a) must implement adequate policies and procedures to ensure compliance with its Anti-Corruption Obligations, and must disclose those policies and procedures to Select upon request; and (b) must use reasonable endeavours to give an undertaking to and to implement adequate policies and procedures to ensure they will not commit a Prohibited Act and, if no such undertaking is forthcoming, will inform Select and seek alternative person(s) to perform those services. 25.3 The Company represents and warrants that except as otherwise disclosed in writing to Select, at the Award Date and during the term of the Agreement no Public Official: (a) is or will become an Associated Person of the Company; (b) is or will become involved in the management of the Company, including being or becoming part of its board or other governing body; (c) holds or will hold a controlling or significant interest the Company; or (d) is an immediate family member of a member of the board or other governing body or senior management of the Company. 25.4 The Company represents and warrants that it has not in the past 10 years: (a) been the subject of an investigation into its compliance with; (b) been convicted of any offence in connection with; or (c) entered into any settlement in connection with any alleged breach of, any Anti-Bribery and Anti-Corruption Legislation. 25.5 The Company will promptly notify Select in writing if: (a) it becomes aware that any representations or warranties in clauses 25.3 and 25.4 are false; (b) it breaches the Anti-Corruption Obligations; (c) any of its Associated Persons breaches the Anti-Corruption Obligations; or (d) it becomes aware of a breach, alleged breach or facts or circumstances which could reasonably be considered to constitute a breach of the Anti-Bribery and Anti-Corruption Legislation by it or an Associated Person. 25.6 Notification under clause 25.5 must set out: (a) particulars of; and (b) ongoing steps that the Company has taken and proposes to take to investigate and address, the breach, facts or circumstances, investigation, conviction or settlement as so notified. 25.7 If the Company notifies under clause 25.5, or if Select reasonably believes that the Company or any of its Associated Persons may have breached the Anti-Corruption Obligations, the Company must: (a) respond promptly to Select’s reasonable enquiries and cooperate with Select in connection with its investigation into compliance with this clause 0 by the Company or its Associated Persons; and (b) allow Select access to its books, records and any other relevant documentation for the purpose of assessing or verifying compliance with this clause 0. The obligations in this clause 0 continue for 3 years following expiry or termination of the Agreement. 25.8 The Company must answer Select’s reasonable questions and allow Select access to records relevant to: (a) the Company’s performance of the Agreement, for the purpose of assessing compliance with this clause; (b) legal or equitable interests in the Company; and (c) any ongoing background checks Select may wish to make in relation to the Company’s compliance with the Anti- Corruption Obligations. 25.9 If the Company is in breach of this clause 0 or if Select reasonably believes such a breach has occurred or is imminent then Select may; (a) suspend performance and payment under the Agreement; or (b) immediately (without prejudice to any other rights it may have) terminate the Agreement; and (c) is not obliged to make any payment to the Company in respect of the Agreement or any benefits procured through, or related to, the breach. The rights in this clause are cumulative and additional to any other rights Select may have under the Agreement.
Appears in 2 contracts
Sources: Plant Hire Agreement, Plant Hire Agreement
Anti-Bribery and Anti-Corruption. 25.1 Select 18.1 The Consultant warrants that, for the duration of this Agreement, it will (and will procure that all of its employees, directors, officers, agents and subcontractors) comply with all laws, regulations or policies relating to economic sanctions, trade sanctions and/or export controls and the prevention and combating of bribery, corruption and money laundering to which the Company and/or its Affiliates is committed to operating in a manner consistent with the laws of the jurisdictions in which it operates, including Anti-Bribery and subject ("Anti-Corruption Legislation. Regulations and Sanction Regulations").
18.2 The Consultant further warrants that it has, and will ensure that any of its subcontractors will for the duration of this Agreement have, an adequate anti-corruption programme in place to enable compliance with the Anti-Corruption Regulations and Sanctions Regulations.
18.3 In particular, the Consultant undertakes not to, and will procure that all its employees, directors, officers, agents or sub-contractors, do not:
18.3.1 pay, promise to pay or offer to pay, or authorise the payment of any commission, success fee, bribe, pay off or kickback related to the Services that violates any Anti- Corruption Regulations and Sanction Regulations or enter into any agreement pursuant to which any such commission, success fee, bribe, pay off or kickback may, or shall at any time, be paid; or
18.3.2 offer, promise or give any undue pecuniary or other advantage, whether directly or indirectly to any public official, with the intent of influencing the actions or decisions of such official in performance of his/her official duties, with the purpose of obtaining or retaining business or other improper benefit or advantage.
18.4 Nothing in this Agreement shall render the Company liable to reimburse the Consultant for any such consideration given or promised.
18.5 The Consultant shall immediately notify the Company, if any of the Company’s employees, Affiliates or suppliers solicits any payment or any other item of value, whether for benefit of the employee or for any other person outside of the consideration payable under this Agreement.
18.6 In order to comply with the Consultant’s obligation in paragraph 18.5 above, it may use the following reporting channels established by the Company for purposes of reporting suspected violations of Anti-Corruption Regulations and Sanctions Regulations and other Applicable Laws:
18.6.1 Web Portal: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
18.6.2 Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇ 18.6.3 Telephone: South Africa (+▇▇) ▇▇▇▇ ▇’▇▇ ▇▇▇ 18.7 The Consultant acknowledges that it is aware that the ERG Anti-Bribery and Corruption Policy and ERG Code of Conduct is available at the following link: (▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/working-at-erg/). The Consultant warrants that it has read and understood the said policy and code.
18.8 The Consultant hereby warrants that, for the duration of this Agreement, it will (and will procure that all its employees, directors, officers, agents and subcontractors) comply with the ERG Supplier Code of Conduct to which the Company and/or its Affiliates is subject. The Consultant acknowledges that it is aware that the ERG Supplier Code of Conduct is available at the following link: (▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/procurement/). The Consultant warrants that it has read and understood the content of the ERG Supplier Code of Conduct.
18.9 The Consultant further warrants that the Consultant has not used, and will not at any time hereafter use, any assets, including but not limited to any funds received or which the Company or they may in the future receive from the Company, to directly or indirectly;
18.9.1 pay, lend, contribute, or otherwise benefit any person that is, at the time of such payment, loan, contribution or making of other benefit; (a) the subject of Sanctions; or (b) located, organised or resident in a Sanctioned Territory;
18.9.2 facilitate any activity of or business or transaction with any person that, is at the time of such funding or facilitation: (a) the subject of Sanctions, or (b) is located, organised, or resident in a Sanctioned Territory; or
18.9 3 result in a violation of Sanctions by any person.
18.10 The Consultant warrants that it has not received, and will not in the future, receive, any funds whether directly or indirectly from a Sanctioned Person or any person in a Sanctioned Territory.
18.11 The Consultant warrants that it has not engaged in and will not engage in, any direct or indirect dealings or transactions in violation of applicable Sanctions, including but not limited to, any attempt to obscure or conceal the actual parties to or true nature of a transaction, or to evade sanctions.
18.12 The Consultant further warrants and represents that, during the course of its business relationship with the Company it or any entity that is either directly or indirectly owned (including but not limited to, by owning directly or indirectly 50% or more of the shares or the equivalent in said entity) or controlled (including but not limited to by (a) holding a majority of the voting rights in it, or (b) being a member of it and having the right to appoint or remove a majority of its board of directors, or (c) being a member of it and controlling alone, pursuant to an agreement with other members or a majority of the voting rights) by it, has had any dealings and/or connections with ▇▇▇ ▇▇▇▇▇▇▇ ABAC Policy prohibits corrupt actsor any entity owned or controlled, including Prohibited Actsdirectly or indirectly, by ▇▇▇▇▇ ▇’▇▇▇▇▇▇ and its Associated Persons▇▇.
25.2 The Company must not, and must take reasonable steps to ensure that any of its Associated Persons do not, commit a Prohibited Act (18.13 Any breach by the Anti-Corruption Obligations) and:
(a) must implement adequate policies and procedures to ensure compliance with its Anti-Corruption Obligations, and must disclose those policies and procedures to Select upon request; and
(b) must use reasonable endeavours to give an undertaking to and to implement adequate policies and procedures to ensure they will not commit a Prohibited Act and, if no such undertaking is forthcoming, will inform Select and seek alternative person(s) to perform those services.
25.3 The Company represents and warrants that except as otherwise disclosed in writing to Select, at the Award Date and during the term Consultant of the Agreement no Public Official:
(a) is or will become an Associated Person provisions of the Company;
(b) is or will become involved in the management of the Company, including being or becoming part of its board or other governing body;
(c) holds or will hold this paragraph 18 shall be a controlling or significant interest the Company; or
(d) is an immediate family member of a member of the board or other governing body or senior management of the Company.
25.4 The Company represents and warrants that it has not in the past 10 years:
(a) been the subject of an investigation into its compliance with;
(b) been convicted of any offence in connection with; or
(c) entered into any settlement in connection with any alleged breach of, any Anti-Bribery and Anti-Corruption Legislation.
25.5 The Company will promptly notify Select in writing if:
(a) it becomes aware that any representations or warranties in clauses 25.3 and 25.4 are false;
(b) it breaches the Anti-Corruption Obligations;
(c) any of its Associated Persons breaches the Anti-Corruption Obligations; or
(d) it becomes aware of a breach, alleged breach or facts or circumstances which could reasonably be considered to constitute a breach of the Anti-Bribery and Anti-Corruption Legislation by it or an Associated Person.
25.6 Notification under clause 25.5 must set out:
(a) particulars of; and
(b) ongoing steps that the Company has taken and proposes to take to investigate and address, the breach, facts or circumstances, investigation, conviction or settlement as so notified.
25.7 If the Company notifies under clause 25.5, or if Select reasonably believes that the Company or any of its Associated Persons may have breached the Anti-Corruption Obligations, the Company must:
(a) respond promptly to Select’s reasonable enquiries and cooperate with Select in connection with its investigation into compliance with this clause 0 by the Company or its Associated Persons; and
(b) allow Select access to its books, records and any other relevant documentation for the purpose of assessing or verifying compliance with this clause 0. The obligations in this clause 0 continue for 3 years following expiry or termination of the Agreement.
25.8 The Company must answer Select’s reasonable questions and allow Select access to records relevant to:
(a) the Company’s performance of the Agreement, for the purpose of assessing compliance with this clause;
(b) legal or equitable interests in the Company; and
(c) any ongoing background checks Select may wish to make in relation to the Company’s compliance with the Anti- Corruption Obligations.
25.9 If the Company is in material breach of this clause 0 or if Select reasonably believes such a breach has occurred or Agreement and shall entitle the Company to cancel this Agreement immediately on written notice to the Consultant.
18.14 It is imminent then Select may;
(a) suspend performance expressly agreed between the Parties that should the Company cancel this Agreement under and payment under in accordance with paragraph 18.13, neither the Agreement; or
(b) immediately (without prejudice to Consultant nor any other rights it may have) terminate affected person, shall be entitled by way of indemnity for any direct or indirect damages or consequential loss or damage, loss of opportunity, loss of revenue, loss of profit or anticipated profit, loss of contracts or loss of goodwill arising from such cancellation.
18.15 For the Agreement; and
(c) is not obliged to make any payment to the Company in respect purposes of the Agreement or any benefits procured through, or related to, the breach. The rights in this clause are cumulative and additional to any other rights Select may have under the Agreement.paragraph 18:
Appears in 1 contract
Sources: Service Agreement
Anti-Bribery and Anti-Corruption. 25.1 Select is committed 20.1 The Consultancy shall:
20.1.1 comply with all applicable laws, statutes and regulations relating to operating anti-bribery and anti- corruption, including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
20.1.2 not engage in a manner consistent any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
20.1.3 comply with the laws Clients’ [ethics and] anti-bribery and anti-corruption policies, as the same may be updated from time to time (“Relevant Policies”);
20.1.4 have and maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies and will enforce them where appropriate;
20.1.5 promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Consultancy in connection with the performance of this Agreement;
20.1.6 immediately notify the Client if a foreign public official becomes an officer or employee of the jurisdictions Consultancy or acquires a direct or indirect interest in which the Consultancy (and the Consultancy warrants that it operateshas no foreign public officials as officers, including Anti-Bribery and Anti-Corruption Legislation. The ▇▇▇▇▇ ▇’▇▇▇▇▇▇ ABAC Policy prohibits corrupt acts, including Prohibited Acts, by ▇▇▇▇▇ ▇’▇▇▇▇▇▇ and employees or direct or indirect owners at the date of this Agreement); and
20.1.7 ensure that its Associated PersonsWorkers comply with this clause 20.
25.2 20.2 For the purpose of this clause 20 the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act) and section 8 of that Act respectively.
20.3 The Company must notConsultancy shall, and must take reasonable steps to ensure shall procure that any of its Associated Persons do not, commit a Prohibited Act (the Anti-Corruption ObligationsWorker(s) andshall:
(a) must implement adequate policies and procedures to ensure compliance with its Anti-Corruption Obligationsnot engage in any activity, and must disclose those policies and procedures to Select upon request; and
(b) must use reasonable endeavours to give an undertaking to and to implement adequate policies and procedures to ensure they will not commit a Prohibited Act and, if no such undertaking is forthcoming, will inform Select and seek alternative person(s) to perform those services.
25.3 The Company represents and warrants that except as otherwise disclosed in writing to Select, at the Award Date and during the term of the Agreement no Public Officialpractice or conduct which would constitute either:
(ai) is or will become an Associated Person a UK tax evasion facilitation offence under section 45(1) of the CompanyCriminal Finances Act; or
(ii) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017;
(b) is or will become involved in comply with the management of the Company, including being or becoming part of its board or other governing bodyClient's anti-bribery and anti-corruption policies;
(c) holds or will hold a controlling or significant interest have and shall maintain in place throughout the Company; orterm of this Agreement such policies and procedures as are reasonable in all the circumstances to prevent the facilitation of tax evasion by another person (including without limitation employees of the Consultancy and any substitute), in accordance with any guidance issued under section 47 of the Criminal Finances Act 2017;
(d) is an immediate family member promptly report to the Client any request or demand received by the Consultancy or a Worker from a third party to facilitate the evasion of a member tax within the meaning of Part 3 of the board or other governing body or senior management Criminal Finances Act 2017 in connection with the performance of the Company.
25.4 The Company represents and warrants that it has not in the past 10 years:
(a) been the subject of an investigation into its compliance withthis Agreement;
(be) been convicted of any offence in connection with; or
(c) entered into any settlement ensure that all persons associated with the Consultancy or other persons who are performing services in connection with any alleged breach of, any Anti-Bribery and Anti-Corruption Legislation.
25.5 The Company will promptly notify Select in writing if:
(a) it becomes aware that any representations or warranties in clauses 25.3 and 25.4 are false;
(b) it breaches the Anti-Corruption Obligations;
(c) any of its Associated Persons breaches the Anti-Corruption Obligations; or
(d) it becomes aware of a breach, alleged breach or facts or circumstances which could reasonably be considered to constitute a breach of the Anti-Bribery and Anti-Corruption Legislation by it or an Associated Person.
25.6 Notification under clause 25.5 must set out:
(a) particulars of; and
(b) ongoing steps that the Company has taken and proposes to take to investigate and address, the breach, facts or circumstances, investigation, conviction or settlement as so notified.
25.7 If the Company notifies under clause 25.5, or if Select reasonably believes that the Company or any of its Associated Persons may have breached the Anti-Corruption Obligations, the Company must:
(a) respond promptly to Select’s reasonable enquiries and cooperate with Select in connection with its investigation into compliance with this clause 0 by the Company or its Associated Persons; and
(b) allow Select access to its books, records and any other relevant documentation for the purpose of assessing or verifying compliance with this clause 0. The obligations in this clause 0 continue for 3 years following expiry or termination of the Agreement.
25.8 The Company must answer Select’s reasonable questions and allow Select access to records relevant to:
(a) the Company’s performance of the Agreement, for the purpose of assessing compliance Agreement comply with this clause;
(b) legal or equitable interests in the Company; and
(c) any ongoing background checks Select may wish to make in relation to the Company’s compliance with the Anti- Corruption Obligations.
25.9 If the Company is in breach of this clause 0 or if Select reasonably believes such a breach has occurred or is imminent then Select may;
(a) suspend performance and payment under the Agreement; or
(b) immediately (without prejudice to any other rights it may have) terminate the Agreement; and
(c) is not obliged to make any payment to the Company in respect of the Agreement or any benefits procured through, or related to, the breach. The rights in this clause are cumulative and additional to any other rights Select may have under the Agreement.
Appears in 1 contract
Sources: Consultancy Agreement
Anti-Bribery and Anti-Corruption. 25.1 Select is committed to operating in a manner consistent with the laws of the jurisdictions in which it operates, including Anti-Bribery and Anti-Corruption Legislation. The ▇▇▇▇▇ ▇’▇▇▇▇▇▇ ABAC Policy prohibits corrupt acts, including Prohibited Acts, by ▇▇▇▇▇ ▇’▇▇▇▇▇▇ and its Associated Persons.
25.2 The Company must not, and must take reasonable steps to ensure that any of its Associated Persons do not, commit a Prohibited Act (the Anti-Corruption Obligations) and:
(a) must implement adequate policies and procedures to ensure compliance with its Anti-Corruption Obligations, and must disclose those policies and procedures to Select upon request; and
(b) must use reasonable endeavours to give an undertaking to and to implement adequate policies and procedures to ensure they will not commit a Prohibited Act and, if no such undertaking is forthcoming, will inform Select and seek alternative person(s) to perform those services.
25.3 The Company represents and warrants that except as otherwise disclosed in writing to Select, at the Award Date and during the term of the Agreement no Public Official:
(a) is or will become an Associated Person of the Company;
(b) is or will become involved in the management of the Company, including being or becoming part of its board or other governing body;
(c) holds or will hold a controlling or significant interest the Company; or
(d) is an immediate family member of a member of the board or other governing body or senior management of the Company.
25.4 The Company represents and warrants that it has not in the past 10 years:
(a) been the subject of an investigation into its compliance with;
(b) been convicted of any offence in connection with; or
(c) entered into any settlement in connection with any alleged breach of, any Anti-Bribery and Anti-Corruption Legislation.
25.5 The Company will promptly notify Select in writing if:
(a) it becomes aware that any representations or warranties in clauses clause 25.3 and 25.4 are false;
(b) it breaches the Anti-Corruption Obligations;
(c) any of its Associated Persons breaches the Anti-Corruption Obligations; or
(d) it becomes aware of a breach, alleged breach or facts or circumstances which could reasonably be considered to constitute a breach of the Anti-Bribery and Anti-Corruption Legislation by it or an Associated Person.
25.6 Notification under clause 25.5 must set out:
(a) particulars of; and
(b) ongoing steps that the Company has taken and proposes to take to investigate and address, the breach, facts or circumstances, investigation, conviction or settlement as so notified.
25.7 If the Company notifies under clause 25.5, or if Select reasonably believes that the Company or any of its Associated Persons may have breached the Anti-Corruption Obligations, the Company must:
(a) respond promptly to Select’s reasonable enquiries and cooperate with Select in connection with its investigation into compliance with this clause 0 25 by the Company or its Associated Persons; and
(b) allow Select access to its books, records and any other relevant documentation for the purpose of assessing or verifying compliance with this clause 025. The obligations in this clause 0 25 continue for 3 years following expiry or termination of the Agreement.
25.8 The Company must answer Select’s reasonable questions and allow Select access to records relevant to:
(a) the Company’s performance of the Agreement, for the purpose of assessing compliance with this clause;
(b) legal or equitable interests in the Company; and
(c) any ongoing background checks Select may wish to make in relation to the Company’s compliance with the Anti- Corruption Obligations.
25.9 If the Company is in breach of this clause 0 25 or if Select reasonably believes such a breach has occurred or is imminent then Select may;
(a) suspend performance and payment under the Agreement; or
(b) immediately (without prejudice to any other rights it may have) terminate the Agreement; and
(c) is not obliged to make any payment to the Company in respect of the Agreement or any benefits procured through, or related to, the breach. The rights in this clause are cumulative and additional to any other rights Select may have under the Agreement.
25.10 The Company will indemnify Select for any Liability incurred by Select for and arising from or related to a breach or alleged breach by the Company or any of its Associated Persons of the Anti-Corruption Obligations, provided that such losses are reasonably foreseeable and mitigated if practicable and except to the extent caused or contributed to by the negligence, breach or Wilful Misconduct of Select.
Appears in 1 contract
Sources: Plant Hire Agreement
Anti-Bribery and Anti-Corruption. 25.1 Select is committed 11.1 The Contractual Partner shall:
11.1.1 comply with all applicable laws, statutes, regulations and codes relating to operating anti-bribery and anti- corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);
11.1.2 not engage in a manner consistent any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
11.1.3 have and shall maintain in place throughout the term of the Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the laws of the jurisdictions in which it operatesRelevant Requirements, including Anti-Bribery and Anti-Corruption Legislationclause 11.1.2 above, and will enforce them where appropriate;
11.1.4 notify ▇. The ▇▇▇▇▇ (in writing) if it becomes aware of any breach of clause 11.1.1 or clause 11.1.2, or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of the Agreement;
11.1.5 immediately notify ▇’▇. ▇▇▇▇▇ ABAC Policy prohibits corrupt acts(in writing) if a foreign public official becomes an officer or employee of the Contractual Partner or acquires a direct or indirect interest in the Contractual Partner and the Contractual Partner warrants that it has no foreign public officials as direct or indirect owners, including Prohibited Actsofficers or employees at the date of the Agreement.
11.2 The Contractual Partner shall ensure that any person associated with the Contractual Partner who is providing Products or Services connection with the Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Contractual Partner in this clause 11 (“Relevant Terms”). The Contractual Partner shall be responsible for the observance and performance by such persons of the Relevant Terms, by and shall be directly liable to ▇. ▇▇▇▇▇ ▇’▇▇▇▇▇▇ and its Associated Personsfor any breach by such persons of any of the Relevant Terms.
25.2 The Company must not, and must take reasonable steps to ensure that any 11.3 Breach of its Associated Persons do not, commit a Prohibited Act (the Anti-Corruption Obligations) and:
(a) must implement adequate policies and procedures to ensure compliance with its Anti-Corruption Obligations, and must disclose those policies and procedures to Select upon request; and
(b) must use reasonable endeavours to give an undertaking to and to implement adequate policies and procedures to ensure they will not commit a Prohibited Act and, if no such undertaking is forthcoming, will inform Select and seek alternative person(s) to perform those services.
25.3 The Company represents and warrants that except as otherwise disclosed in writing to Select, at the Award Date and during the term of the Agreement no Public Official:
(a) is or will become an Associated Person of the Company;
(b) is or will become involved in the management of the Company, including being or becoming part of its board or other governing body;
(c) holds or will hold a controlling or significant interest the Company; or
(d) is an immediate family member of a member of the board or other governing body or senior management of the Company.
25.4 The Company represents and warrants that it has not in the past 10 years:
(a) been the subject of an investigation into its compliance with;
(b) been convicted of any offence in connection with; or
(c) entered into any settlement in connection with any alleged breach of, any Anti-Bribery and Anti-Corruption Legislation.
25.5 The Company will promptly notify Select in writing if:
(a) it becomes aware that any representations or warranties in clauses 25.3 and 25.4 are false;
(b) it breaches the Anti-Corruption Obligations;
(c) any of its Associated Persons breaches the Anti-Corruption Obligations; or
(d) it becomes aware of a breach, alleged breach or facts or circumstances which could reasonably be considered to constitute a breach of the Anti-Bribery and Anti-Corruption Legislation by it or an Associated Person.
25.6 Notification under clause 25.5 must set out:
(a) particulars of; and
(b) ongoing steps that the Company has taken and proposes to take to investigate and address, the breach, facts or circumstances, investigation, conviction or settlement as so notified.
25.7 If the Company notifies under clause 25.5, or if Select reasonably believes that the Company or any of its Associated Persons may have breached the Anti-Corruption Obligations, the Company must:
(a) respond promptly to Select’s reasonable enquiries and cooperate with Select in connection with its investigation into compliance with this clause 0 by the Company or its Associated Persons; and
(b) allow Select access to its books, records and any other relevant documentation for the purpose of assessing or verifying compliance with this clause 0. The obligations in this clause 0 continue for 3 years following expiry or termination 11 shall be deemed a material breach of the Agreement.
25.8 The Company must answer Select’s reasonable questions and allow Select access to records relevant to:
(a) the Company’s performance of the Agreement, for 11.4 For the purpose of assessing compliance this clause 11, the meaning of adequate procedures and foreign public official and whether a person is associated with this clause;
another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (band any guidance issued under section 9 of that Act), sections 6(5) legal or equitable interests in and 6(6) of that Act and section 8 of that Act respectively. For the Company; and
(c) any ongoing background checks Select may wish to make in relation to the Company’s compliance with the Anti- Corruption Obligations.
25.9 If the Company is in breach purposes of this clause 0 or if Select reasonably believes such 11 a breach has occurred or person associated with the Contractual Partner includes but is imminent then Select may;
(a) suspend performance and payment under the Agreement; or
(b) immediately (without prejudice not limited to any other rights it may have) terminate the Agreement; and
(c) is not obliged to make any payment to the Company in respect subcontractor of the Agreement or any benefits procured through, or related to, the breach. The rights in this clause are cumulative and additional to any other rights Select may have under the AgreementContractual Partner.
Appears in 1 contract