Common use of WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS Clause in Contracts

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. The Supplier warrants, represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period that: it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Framework Agreement (including, where its procedures so require, the consent of any of its Holding Companies); this Framework Agreement is executed by a duly authorised representative of the Supplier; in entering into this Framework Agreement and any Call Off Agreement (and until the expiry of each, respectively) it has not committed and will not commit any Fraud, and has and will continue to have no conflict of interest in relation to this Framework Agreement; all information, statements, warranties and representations contained in the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework Agreement to the Supplier are, as at the date hereof, true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement; and hereafter, for the Framework Period, it undertakes that it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; it has not entered and will not enter into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework; it has not caused or induced and will not cause or induce any person to enter such agreement referred to in Clause 6.1.5; it has not offered or agreed (and will not offer or agree) to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Services under this Framework; no claim is being asserted and no litigation, arbitration or administrative or regulatory proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call Off Agreement which may be entered into with the Authority or Other Contracting Bodies; it is not and will not be subject to any contractual obligation, or bound by any Law or other requirement, compliance with which will be likely to have an adverse effect on its ability to perform its obligations under this Framework Agreement and/or any Call Off Agreement which may be entered into with the Authority or Other Contracting Bodies; it has obtained and will maintain all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call Off Agreement; in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement (and without prejudice to its other obligations under this Framework Agreement) it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier's assets or revenue; and in the three (3) years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) years, in the whole of such shorter period) it has: conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement or any Call Off Agreement. The Supplier shall promptly notify the Authority in writing: of any material detrimental change in the financial standing and/or credit rating of the Supplier; if the Supplier undergoes a Change of Control; and/or of any circumstances suggesting that a Change of Control is planned or in contemplation, provided such notification does not contravene any Law. Each time a Call Off Agreement is entered into the warranties, representations and undertakings in Clause 6.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority would have, had it not been so expressed, in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: once duly executed this Framework Agreement will constitute the legal, valid and binding obligations and rights of the Supplier and the Authority; the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call Off Agreements; the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement. For the duration of the Framework Agreement and for a period of twelve (12) months after the termination or expiry of the Framework Agreement or, if later, all Call Off Agreements, the Supplier shall not employ or offer employment to any staff of the Authority or the staff of any Contracting Body who have been associated with the procurement and/or provision of the Services without Approval or the prior written consent of the relevant Contracting Body respectively. In performing its obligations under this Framework Agreement and any Call Off Agreement, the Supplier shall not (to the extent possible in the circumstances) discriminate between Contracting Bodies on the basis of their respective size. PREVENTION OF BRIBERY AND CORRUPTION The Supplier shall not: offer or give, or agree to offer or give, to any Relevant Person 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 Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Staff, or any person acting on the Supplier's behalf shall not commit, in connection with this Framework Agreement, a Prohibited Act. The Supplier warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement breached any of the provisions in Clause 7.1 and each time a Call Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; or paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any Relevant Person in connection with this Framework Agreement; and entered into this Framework Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier shall: in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx-xxx-0000-xxxxxxxx.xxx; immediately notify the Authority if it suspects or becomes aware of any breach of this Clause 7; respond promptly to any of the Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 7 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier's books, records and any other relevant documentation in connection with the breach. Any audit conducted pursuant to Clause 7.3.3 shall be in addition to the number of audits permitted under Clause 13 (Records and Audit Access) of this Framework Agreement. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010. If the Supplier, the Staff, or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches: this Clause 7; or the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Framework Agreement. Without prejudice to its other rights and remedies under this Clause 7, the Authority shall be entitled to recover in full from the Supplier the amount of value of any such gift, consideration or commission and the Supplier shall on demand indemnify the Authority in full from and against any other Loss sustained by the Authority in consequence of any breach of this Clause 7 (Prevention of Bribery and Corruption). For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with Clause 39 does not constitute a payment of commission for the purposes of this Clause 7 (Prevention of Bribery and Corruption).

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. The Supplier warrants, warrants represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period Term that: it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Framework Agreement (including, where its procedures so require, the consent of any of its Holding Companies); this Framework Agreement is executed by a duly authorised representative of the Supplier; in entering into this Framework Agreement and any Call Call-Off Agreement (and until the expiry of each, respectively) it has not committed and will not commit any Fraud, and has and will continue to have no conflict of interest in relation to this Framework Agreement; all information, statements, warranties and representations contained in the Supplier’s Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework Agreement to the Supplier are, as at the date hereof, of a place on this Framework are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement; Agreement and hereafter, for the Framework Period, it undertakes that it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; it has not entered and will not enter into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework; it has not caused or induced and will not cause or induce any person to enter such agreement referred to in Clause 6.1.57.1.4; it has not offered or agreed (and will not offer or agree) to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Services under this Framework; no claim is being asserted and no litigation, arbitration or administrative or regulatory proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call Call-Off Agreement which may be entered into with the Authority or Other Contracting Bodies; it is not and will not be subject to any contractual obligation, or bound by any Law or other requirementLaw, compliance with which will be likely to have an adverse effect on its ability to perform its obligations under this Framework Agreement and/or any Call Call-Off Agreement which may be entered into with the Authority or Other Contracting Bodies; it has obtained and will maintain all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call Off Agreement; in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement (and without prejudice liability to its other obligations under this Framework Agreement) it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier's assets or revenue; and in the three (3) years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) years, in the whole of such shorter period) it has: conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement or any Call Off Agreement. The Supplier shall promptly notify the Authority in writing: of any material detrimental change in the financial standing and/or credit rating of the Supplier; if the Supplier undergoes a Change of Control; and/or of any circumstances suggesting that a Change of Control is planned or in contemplation, provided such notification does not contravene any Law. Each time a Call Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 6.1 7.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority would have, had it not been so expressed, in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: once duly executed this Framework Agreement will constitute the its legal, valid and binding obligations and rights of the Supplier and the Authorityobligations; the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call Off Call‑Off Agreements; the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement. For the duration of the Framework Agreement and for a period of twelve (12) months after the termination or expiry of the Framework Agreement or, if later, all Call Call-Off Agreements, the Supplier shall not employ or offer employment to any staff of the Authority or the staff of any Contracting Body who have been associated with the procurement and/or provision of the Services without Approval or the prior written consent of the relevant Contracting Body respectively. In performing its obligations under this Framework Agreement and any Call Call-Off Agreement, the Supplier shall not (to the extent possible in the circumstances) discriminate between Contracting Bodies on the basis of their respective size. PREVENTION OF BRIBERY AND CORRUPTION The Supplier shall not: offer or give, or agree to offer or give, to any Relevant Person 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 Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Supplier Staff, or any person acting on the Supplier's behalf shall not commit, in connection with this Framework Agreement, a Prohibited Act. The Supplier warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement breached any of the provisions in Clause 7.1 8.1 and each time a Call Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; or paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any Relevant Person in connection with this Framework Agreement; and entered into this Framework Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier shall: in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010 Xxxxxxx Xxx 0000 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx-xxx-0000-xxxxxxxx.xxxxxxx://xxx.xxxxxxx.xxx.xx/guidance/docs/bribery-act-2010-guidance.pdf; immediately notify the Authority if it suspects or becomes aware of any breach of this Clause 78; and respond promptly to any of the Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 7 8 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier's books, records and any other relevant documentation in connection with the breach. Any audit conducted pursuant to Clause 7.3.3 8.3.3 shall be in addition to the number of audits permitted under Clause 13 (Records and Audit Access) 16 of this Framework Agreement. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010Xxxxxxx Xxx 0000. If the Supplier, the Supplier Staff, or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches: this Clause 78; or the Bribery Act 2010 Xxxxxxx Xxx 0000 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Framework AgreementAgreement by written notice with immediate effect in accordance with Clause 25.1 (Termination for Cause by the Authority). Without prejudice to its other rights and remedies under this Clause 78, the Authority shall be entitled to recover in full from the Supplier the amount of value of any such gift, consideration or commission and the Supplier shall on demand indemnify the Authority in full from and against any other Loss loss sustained by the Authority in consequence of any breach of this Clause 7 8 (Prevention of Bribery and Corruption). For the avoidance of doubt, the Parties agree that the Authority Management Charge payable in accordance with Clause 39 15 does not constitute a payment of commission for the purposes of this Clause 7 8. CONFLICTS OF INTEREST The Supplier shall take appropriate steps to ensure that neither the Supplier nor Supplier’s Staff are placed in a position where (Prevention in the reasonable opinion of Bribery the Authority) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier or the Supplier’s Staff and Corruptionthe duties owed to the Authority and Other Contracting Bodies under the provisions of this Framework Agreement or any Call-Off Agreement. The Supplier shall promptly notify and provide full particulars to the Authority or the relevant Other Contracting Body if such conflict referred to in Clause 9.1 arises or may reasonably been foreseen as arising. The Authority reserves the right to terminate this Framework Agreement immediately by giving notice in writing to the Supplier and/or to take such other steps it deems necessary where, in the reasonable opinion of the Authority, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier and the duties owed to the Authority under the provisions of this Framework Agreement or any Call-Off Agreement. The action of the Authority pursuant to this Clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Authority. SAFEGUARD AGAINST FRAUD The Supplier shall prevent, and shall procure that the Supplier Staff prevent, any Fraud in accordance with Good Industry Practice. The Supplier shall notify the Authority immediately if it has reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Supplier or its employees to commit an offence under the Proceeds of Crime Xxx 0000 or the Terrorism Xxx 0000. If the Supplier or the Supplier Staff commits Fraud in relation to this Framework Agreement, a Call-Off Agreement or any other contract with the Government (including the Authority), the Authority may: terminate this Framework Agreement in accordance with Clause 25.1 (Termination for Cause by the Authority); or recover in full from the Supplier and the Supplier shall on demand indemnify in full and hold the Authority harmless from and against any other loss sustained by the Authority in consequence of any breach of this Clause 10. CALL-OFF AGREEMENT PERFORMANCE The Supplier shall perform all its obligations under all Call-Off Agreements entered into with the Authority or any Other Contracting Body: in accordance with the requirements of this Framework Agreement; in accordance with the terms and conditions of the respective Call-Off Agreements; in accordance with Good Industry Practice; with appropriately experienced, qualified and trained personnel with all due skill, care and diligence; and in compliance with all applicable Laws. The Supplier shall draw any conflict between any of the requirements of Clauses 11.1.1 to 11.1.3 to the attention of the Authority and shall comply with the Authority's decision on the resolution of that conflict. STATUTORY REQUIREMENTS AND STANDARDS The Supplier shall be responsible for obtaining and maintaining all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call-Off Agreement. The Supplier shall comply with the Framework Standards in performing its obligations under this Framework Agreement and as set out in Framework Schedule 14 (Standards). The Supplier acknowledges and agrees that the Authority and/or the Other Contracting Bodies may specify additional policies and/or procedures in the Call-Off Agreement which the Supplier shall also comply with in addition to the Framework Standards.

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. The Supplier warrants, warrants represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period Term that: it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Framework Agreement (including, where its procedures so require, the consent of any of its Holding Companies); this Framework Agreement is executed by a duly authorised representative of the Supplier; in entering into this Framework Agreement and any Call Call-Off Agreement (and until the expiry of each, respectively) it has not committed and will not commit any Fraud, and has and will continue to have no conflict of interest in relation to this Framework Agreement; all information, statements, warranties and representations contained in the Supplier’s Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework Agreement to the Supplier are, as at the date hereof, of a place on this Framework are true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement; Agreement and hereafter, for the Framework Period, it undertakes that it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; it has not entered and will not enter into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework; it has not caused or induced and will not cause or induce any person to enter such agreement referred to in Clause 6.1.57.1.4; it has not offered or agreed (and will not offer or agree) to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Services under this Framework; no claim is being asserted and no litigation, arbitration or administrative or regulatory proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call Call-Off Agreement which may be entered into with the Authority or Other Contracting Bodies; it is not and will not be subject to any contractual obligation, or bound by any Law or other requirementLaw, compliance with which will be likely to have an adverse effect on its ability to perform its obligations under this Framework Agreement and/or any Call Call-Off Agreement which may be entered into with the Authority or Other Contracting Bodies; it has obtained and will maintain all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call Off Agreement; in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement (and without prejudice liability to its other obligations under this Framework Agreement) it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier's assets or revenue; and in the three (3) years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) years, in the whole of such shorter period) it has: conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement or any Call Off Agreement. The Supplier shall promptly notify the Authority in writing: of any material detrimental change in the financial standing and/or credit rating of the Supplier; if the Supplier undergoes a Change of Control; and/or of any circumstances suggesting that a Change of Control is planned or in contemplation, provided such notification does not contravene any Law. Each time a Call Call-Off Agreement is entered into the warranties, representations and undertakings in Clause 6.1 7.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority would have, had it not been so expressed, in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: once duly executed this Framework Agreement will constitute the its legal, valid and binding obligations and rights of the Supplier and the Authorityobligations; the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call Off Call‑Off Agreements; the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call Call-Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement. For the duration of the Framework Agreement and for a period of twelve (12) months after the termination or expiry of the Framework Agreement or, if later, all Call Call-Off Agreements, the Supplier shall not employ or offer employment to any staff of the Authority or the staff of any Contracting Body who have been associated with the procurement and/or provision of the Services without Approval or the prior written consent of the relevant Contracting Body respectively. In performing its obligations under this Framework Agreement and any Call Call-Off Agreement, the Supplier shall not (to the extent possible in the circumstances) discriminate between Contracting Bodies on the basis of their respective size. PREVENTION OF BRIBERY AND CORRUPTION The Supplier shall not: offer or give, or agree to offer or give, to any Relevant Person 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 Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Supplier Staff, or any person acting on the Supplier's behalf shall not commit, in connection with this Framework Agreement, a Prohibited Act. The Supplier warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement breached any of the provisions in Clause 7.1 8.1 and each time a Call Call-Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; or paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any Relevant Person in connection with this Framework Agreement; and entered into this Framework Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier shall: in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx-xxx-0000-xxxxxxxx.xxxxxxx://xxx.xxxxxxx.xxx.xx/guidance/docs/bribery-act-2010-guidance.pdf; immediately notify the Authority if it suspects or becomes aware of any breach of this Clause 78; and respond promptly to any of the Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 7 8 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier's books, records and any other relevant documentation in connection with the breach. Any audit conducted pursuant to Clause 7.3.3 8.3.3 shall be in addition to the number of audits permitted under Clause 13 (Records and Audit Access) 16 of this Framework Agreement. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010. If the Supplier, the Supplier Staff, or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches: this Clause 78; or the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Framework AgreementAgreement by written notice with immediate effect in accordance with Clause 25.1 (Termination for Cause by the Authority). Without prejudice to its other rights and remedies under this Clause 78, the Authority shall be entitled to recover in full from the Supplier the amount of value of any such gift, consideration or commission and the Supplier shall on demand indemnify the Authority in full from and against any other Loss loss sustained by the Authority in consequence of any breach of this Clause 7 8 (Prevention of Bribery and Corruption). For the avoidance of doubt, the Parties agree that the Authority Management Charge payable in accordance with Clause 39 15 does not constitute a payment of commission for the purposes of this Clause 7 8. CONFLICTS OF INTEREST The Supplier shall take appropriate steps to ensure that neither the Supplier nor Supplier’s Staff are placed in a position where (Prevention in the reasonable opinion of Bribery the Authority) there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier or the Supplier’s Staff and Corruptionthe duties owed to the Authority and Other Contracting Bodies under the provisions of this Framework Agreement or any Call-Off Agreement. The Supplier shall promptly notify and provide full particulars to the Authority or the relevant Other Contracting Body if such conflict referred to in Clause 9.1 arises or may reasonably been foreseen as arising. The Authority reserves the right to terminate this Framework Agreement immediately by giving notice in writing to the Supplier and/or to take such other steps it deems necessary where, in the reasonable opinion of the Authority, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier and the duties owed to the Authority under the provisions of this Framework Agreement or any Call-Off Agreement. The action of the Authority pursuant to this Clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Authority. SAFEGUARD AGAINST FRAUD The Supplier shall prevent, and shall procure that the Supplier Staff prevent, any Fraud in accordance with Good Industry Practice. The Supplier shall notify the Authority immediately if it has reason to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Supplier or its employees to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. If the Supplier or the Supplier Staff commits Fraud in relation to this Framework Agreement, a Call-Off Agreement or any other contract with the Government (including the Authority), the Authority may: terminate this Framework Agreement in accordance with Clause 25.1 (Termination for Cause by the Authority); or recover in full from the Supplier and the Supplier shall on demand indemnify in full and hold the Authority harmless from and against any other loss sustained by the Authority in consequence of any breach of this Clause 10. CALL-OFF AGREEMENT PERFORMANCE The Supplier shall perform all its obligations under all Call-Off Agreements entered into with the Authority or any Other Contracting Body: in accordance with the requirements of this Framework Agreement; in accordance with the terms and conditions of the respective Call-Off Agreements; in accordance with Good Industry Practice; with appropriately experienced, qualified and trained personnel with all due skill, care and diligence; and in compliance with all applicable Laws. The Supplier shall draw any conflict between any of the requirements of Clauses 11.1.1 to 11.1.3 to the attention of the Authority and shall comply with the Authority's decision on the resolution of that conflict. STATUTORY REQUIREMENTS AND STANDARDS The Supplier shall be responsible for obtaining and maintaining all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call-Off Agreement. The Supplier shall comply with the Framework Standards in performing its obligations under this Framework Agreement and as set out in Framework Schedule 14 (Standards). The Supplier acknowledges and agrees that the Authority and/or the Other Contracting Bodies may specify additional policies and/or procedures in the Call-Off Agreement which the Supplier shall also comply with in addition to the Framework Standards.

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. The Supplier Solicitor warrants, represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period Client that: it has full capacity and authority Client and all necessary consents licences, permissions (statutory, regulatory, contractual or otherwise) to enter into and to perform its obligations under this Framework Agreement (including, where its procedures so require, the consent of any of its Holding Companies)Contract; this Framework Agreement the Contract is executed by a duly authorised representative of the SupplierSolicitor; in entering into this Framework Agreement and any Call Off Agreement (and until the expiry of each, respectively) Contract it has not committed and will not commit any Fraud; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, and has and will continue to have no conflict of interest in relation to this Framework Agreementor the Bribery Act 2010; all information, statements, warranties statements and representations contained in the Tender and (unless otherwise agreed) any Solicitor’s tender or other document which resulted in submission to the Client for the award of this Framework Agreement to the Supplier are, as at the date hereof, Contract Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Client prior to the execution of this Framework Agreement; the Contract and hereafter, for the Framework Period, it undertakes that it will promptly advise the Authority Client of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; it has not entered and will not enter into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework; it has not caused or induced and will not cause or induce any person to enter such agreement referred to in Clause 6.1.5; it has not offered or agreed (and will not offer or agree) to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Services under this Framework; no claim is being asserted and no litigation, arbitration or administrative or regulatory proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call Off Agreement which may be entered into with the Authority or Other Contracting BodiesContract; it is not and will not be subject to any contractual obligation, or bound by any Law or other requirement, compliance with which will be is likely to have an adverse effect on its ability to perform its obligations under this Framework Agreement and/or any Call Off Agreement which may be entered into with the Authority or Other Contracting BodiesContract; it has obtained and will maintain all licencesnot done or omitted to do anything which could have an adverse effect on its assets, authorisations, consents financial condition or permits required in relation position as an ongoing business concern or its ability to the performance of fulfil its obligations under this Framework Agreement and any Call Off Agreement; in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement (and without prejudice to its other obligations under this Framework Agreement) it will at all times use all reasonable endeavours to meet or exceed the Key Performance IndicatorsContract; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier Solicitor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierSolicitor's assets or revenue; it has taken and in the three (3) years prior shall continue to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) yearstake all steps, in accordance with Good Industry Practice, to prevent the whole unauthorised use of, modification, access, introduction, creation or propagation of such shorter periodany disruptive element, virus, worms and/or Trojans, spyware or other malware into the computing environment (including the hardware, software and/or telecommunications networks or equipment), data, software or Confidential Information (held in electronic form) it has: conducted all financial accounting and reporting activities in compliance in all material respects with owned by or under the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities laws and regulations in control of, or used by, the jurisdiction in which it is establishedClient; and it owns, has not performed any act obtained or made any omission with respect is able to its financial accounting or reporting which could have an adverse effect on obtain valid licences for all Intellectual Property Rights that are necessary for the Supplier's position as an ongoing business concern or its ability to fulfil performance of its obligations under this Framework Agreement or any Call Off Agreementthe Contract and shall maintain the same in full force and effect for so long as is necessary for the proper provision of the Contract Services. The Supplier Solicitor warrants, represents and undertakes to the Client that: it has read and fully understood the Form of Agreement and these Standard Terms and is capable of performing the Contract Services in all respects in accordance with the Contract; the Solicitor and each of its Sub-Contractors has all Staff, equipment and experience necessary for the proper performance of the Contract Services; and it will at all times: perform its obligations under the Contract with all reasonable care, skill and diligence and in accordance with Good Industry Practice; meet or exceed the Service Levels; carry out the Contract Services within the timeframe agreed with the Client; and without prejudice to its obligations under Clause 2.3 (Key Personnel), ensure to the satisfaction of the Client that the Contract Services are provided and carried out by such appropriately qualified, skilled and experienced solicitors and/or other Staff as shall be necessary for the proper performance of the Contract Services. The Solicitor shall promptly notify the Authority Client in writing: of any material detrimental change in the financial standing and/or credit rating of the SupplierSolicitor; if the Supplier Solicitor undergoes a Change of Control; and/or and provided this does not contravene any Law, of any circumstances suggesting that a Change of Control is planned or in contemplation, provided such notification does not contravene any Law. Each time a Call Off Agreement is entered into the warranties, representations and undertakings in Clause 6.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. For the avoidance of doubt, the fact that any provision within this Framework Agreement the Contract is expressed as a warranty shall not preclude any right of termination the Authority Client would have, had it not been so expressed, have in respect of breach of that provision by the SupplierSolicitor if that provision had not been so expressed. The Supplier Solicitor acknowledges and agrees that: once duly executed this Framework Agreement will constitute the legal, valid and binding obligations and rights of the Supplier and the Authority; the warranties, representations and undertakings contained in this Framework Agreement the Contract are material and are designed to induce the Authority Client into entering into this Framework Agreement the Contract; and to induce the Authority and each and every Other Contracting Body to enter into Call Off Agreements; the Authority Client has been induced into entering into this Framework Agreement the Contract and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework AgreementContract. For the duration of the Framework Agreement and for a period of twelve (12) months after the termination or expiry of the Framework Agreement or, if later, all Call Off Agreements, the Supplier shall not employ or offer employment to any staff of the Authority or the staff of any Contracting Body who have been associated with the procurement and/or provision of the Services without Approval or the prior written consent of the relevant Contracting Body respectively. In performing its obligations under this Framework Agreement and any Call Off Agreement, the Supplier shall not (to the extent possible in the circumstances) discriminate between Contracting Bodies on the basis of their respective size. PREVENTION OF BRIBERY AND CORRUPTION The Supplier shall not: offer or give, or agree to offer or give, to any Relevant Person 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 Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Staff, or any person acting on the Supplier's behalf shall not commit, in connection with this Framework Agreement, a Prohibited Act. The Supplier warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement breached any of the provisions in Clause 7.1 and each time a Call Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; or paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any Relevant Person in connection with this Framework Agreement; and entered into this Framework Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier shall: in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx-xxx-0000-xxxxxxxx.xxx; immediately notify the Authority if it suspects or becomes aware of any breach of this Clause 7; respond promptly to any of the Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 7 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier's books, records and any other relevant documentation in connection with the breach. Any audit conducted pursuant to Clause 7.3.3 shall be in addition to the number of audits permitted under Clause 13 (Records and Audit Access) of this Framework Agreement. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010. If the Supplier, the Staff, or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches: this Clause 7; or the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Framework Agreement. Without prejudice to its other rights and remedies under this Clause 7, the Authority shall be entitled to recover in full from the Supplier the amount of value of any such gift, consideration or commission and the Supplier shall on demand indemnify the Authority in full from and against any other Loss sustained by the Authority in consequence of any breach of this Clause 7 (Prevention of Bribery and Corruption). For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with Clause 39 does not constitute a payment of commission for the purposes of this Clause 7 (Prevention of Bribery and Corruption).TERMINATION

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. The Supplier Solicitor warrants, represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period Client that: it has full capacity and authority Client and all necessary consents licences, permissions (statutory, regulatory, contractual or otherwise) to enter into and to perform its obligations under this Framework Agreement (including, where its procedures so require, the consent of any of its Holding Companies)Contract; this Framework Agreement the Contract is executed by a duly authorised representative of the SupplierSolicitor; in entering into this Framework Agreement and any Call Off Agreement (and until the expiry of each, respectively) Contract it has not committed and will not commit any Fraud; it has not committed any offence under the Prevention of Corruption Acts 1889 to 1916, and has and will continue to have no conflict of interest in relation to this Framework Agreementor the Xxxxxxx Xxx 0000; all information, statements, warranties statements and representations contained in the Tender and (unless otherwise agreed) any Solicitor’s tender or other document which resulted in submission to the Client for the award of this Framework Agreement to the Supplier are, as at the date hereof, Contract Services are true, accurate, accurate and not misleading save as may have been specifically disclosed in writing to the Authority Client prior to the execution of this Framework Agreement; the Contract and hereafter, for the Framework Period, it undertakes that it will promptly advise the Authority Client of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; it has not entered and will not enter into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework; it has not caused or induced and will not cause or induce any person to enter such agreement referred to in Clause 6.1.5; it has not offered or agreed (and will not offer or agree) to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Services under this Framework; no claim is being asserted and no litigation, arbitration or administrative or regulatory proceeding is presently in progress, progress or, to the best of its knowledge and belief belief, pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call Off Agreement which may be entered into with the Authority or Other Contracting BodiesContract; it is not and will not be subject to any contractual obligation, or bound by any Law or other requirement, compliance with which will be is likely to have an adverse effect on its ability to perform its obligations under this Framework Agreement and/or any Call Off Agreement which may be entered into with the Authority or Other Contracting BodiesContract; it has obtained and will maintain all licencesnot done or omitted to do anything which could have an adverse effect on its assets, authorisations, consents financial condition or permits required in relation position as an ongoing business concern or its ability to the performance of fulfil its obligations under this Framework Agreement and any Call Off Agreement; in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement (and without prejudice to its other obligations under this Framework Agreement) it will at all times use all reasonable endeavours to meet or exceed the Key Performance IndicatorsContract; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their its knowledge, are threatened) for the winding up of the Supplier Solicitor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the SupplierSolicitor's assets or revenue; it has taken and in the three (3) years prior shall continue to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) yearstake all steps, in accordance with Good Industry Practice, to prevent the whole unauthorised use of, modification, access, introduction, creation or propagation of such shorter periodany disruptive element, virus, worms and/or Trojans, spyware or other malware into the computing environment (including the hardware, software and/or telecommunications networks or equipment), data, software or Confidential Information (held in electronic form) it has: conducted all financial accounting and reporting activities in compliance in all material respects with owned by or under the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities laws and regulations in control of, or used by, the jurisdiction in which it is establishedClient; and it owns, has not performed any act obtained or made any omission with respect is able to its financial accounting or reporting which could have an adverse effect on obtain valid licences for all Intellectual Property Rights that are necessary for the Supplier's position as an ongoing business concern or its ability to fulfil performance of its obligations under this Framework Agreement or any Call Off Agreementthe Contract and shall maintain the same in full force and effect for so long as is necessary for the proper provision of the Contract Services. The Supplier Solicitor warrants, represents and undertakes to the Client that: it has read and fully understood the Form of Agreement and these Standard Terms and is capable of performing the Contract Services in all respects in accordance with the Contract; the Solicitor and each of its Sub-Contractors has all Staff, equipment and experience necessary for the proper performance of the Contract Services; and it will at all times: perform its obligations under the Contract with all reasonable care, skill and diligence and in accordance with Good Industry Practice; meet or exceed the Service Levels; carry out the Contract Services within the timeframe agreed with the Client; and without prejudice to its obligations under Clause 2.3 (Key Personnel), ensure to the satisfaction of the Client that the Contract Services are provided and carried out by such appropriately qualified, skilled and experienced solicitors and/or other Staff as shall be necessary for the proper performance of the Contract Services. The Solicitor shall promptly notify the Authority Client in writing: of any material detrimental change in the financial standing and/or credit rating of the SupplierSolicitor; if the Supplier Solicitor undergoes a Change of Control; and/or and provided this does not contravene any Law, of any circumstances suggesting that a Change of Control is planned or in contemplation, provided such notification does not contravene any Law. Each time a Call Off Agreement is entered into the warranties, representations and undertakings in Clause 6.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. For the avoidance of doubt, the fact that any provision within this Framework Agreement the Contract is expressed as a warranty shall not preclude any right of termination the Authority Client would have, had it not been so expressed, have in respect of breach of that provision by the SupplierSolicitor if that provision had not been so expressed. The Supplier Solicitor acknowledges and agrees that: once duly executed this Framework Agreement will constitute the legal, valid and binding obligations and rights of the Supplier and the Authority; the warranties, representations and undertakings contained in this Framework Agreement the Contract are material and are designed to induce the Authority Client into entering into this Framework Agreement the Contract; and to induce the Authority and each and every Other Contracting Body to enter into Call Off Agreements; the Authority Client has been induced into entering into this Framework Agreement the Contract and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework AgreementContract. For the duration of the Framework Agreement and for a period of twelve (12) months after the termination or expiry of the Framework Agreement or, if later, all Call Off Agreements, the Supplier shall not employ or offer employment to any staff of the Authority or the staff of any Contracting Body who have been associated with the procurement and/or provision of the Services without Approval or the prior written consent of the relevant Contracting Body respectively. In performing its obligations under this Framework Agreement and any Call Off Agreement, the Supplier shall not (to the extent possible in the circumstances) discriminate between Contracting Bodies on the basis of their respective size. PREVENTION OF BRIBERY AND CORRUPTION The Supplier shall not: offer or give, or agree to offer or give, to any Relevant Person 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 Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Staff, or any person acting on the Supplier's behalf shall not commit, in connection with this Framework Agreement, a Prohibited Act. The Supplier warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement breached any of the provisions in Clause 7.1 and each time a Call Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; or paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any Relevant Person in connection with this Framework Agreement; and entered into this Framework Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier shall: in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx-xxx-0000-xxxxxxxx.xxx; immediately notify the Authority if it suspects or becomes aware of any breach of this Clause 7; respond promptly to any of the Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 7 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier's books, records and any other relevant documentation in connection with the breach. Any audit conducted pursuant to Clause 7.3.3 shall be in addition to the number of audits permitted under Clause 13 (Records and Audit Access) of this Framework Agreement. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010. If the Supplier, the Staff, or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches: this Clause 7; or the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Framework Agreement. Without prejudice to its other rights and remedies under this Clause 7, the Authority shall be entitled to recover in full from the Supplier the amount of value of any such gift, consideration or commission and the Supplier shall on demand indemnify the Authority in full from and against any other Loss sustained by the Authority in consequence of any breach of this Clause 7 (Prevention of Bribery and Corruption). For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with Clause 39 does not constitute a payment of commission for the purposes of this Clause 7 (Prevention of Bribery and Corruption).TERMINATION

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. The Supplier warrants, represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period that: it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Framework Agreement (including, where its procedures so require, the consent of any of its Holding Companies); this Framework Agreement is executed by a duly authorised representative of the Supplier; in entering into this Framework Agreement and any Call Off Agreement (and until the expiry of each, respectively) it has not committed and will not commit any Fraud, and has and will continue to have no conflict of interest in relation to this Framework Agreement; all information, statements, warranties and representations contained in the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework Agreement to the Supplier are, as at the date hereof, true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement; and hereafter, for the Framework Period, it undertakes that it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; it has not entered and will not enter into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework; it has not caused or induced and will not cause or induce any person to enter such agreement referred to in Clause 6.1.5(e); it has not offered or agreed (and will not offer or agree) to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Services under this Framework; no claim is being asserted and no litigation, arbitration or administrative or regulatory proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call Off Agreement which may be entered into with the Authority or Other Contracting Bodies; it is not and will not be subject to any contractual obligation, or bound by any Law or other requirement, compliance with which will be likely to have an adverse effect on its ability to perform its obligations under this Framework Agreement and/or any Call Off Agreement which may be entered into with the Authority or Other Contracting Bodies; it has obtained and will maintain all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call Off Agreement; in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement (and without prejudice to its other obligations under this Framework Agreement) it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier's assets or revenue; as at the Framework Commencement Date, it has notified the Authority in writing of any Occasions of Tax Non-Compliance or any litigation that it is involved in that is in connection with any Occasions of Tax Non Compliance; and in the three (3) years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) years, in the whole of such shorter period) it has: conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement or any Call Off Agreement. The Supplier shall promptly notify the Authority in writing: of any material detrimental change in the financial standing and/or credit rating of the Supplier; if the Supplier undergoes a Change of Control; and/or of any circumstances suggesting that a Change of Control is planned or in contemplation, provided such notification does not contravene any Law. Each time a Call Off Agreement is entered into the warranties, representations and undertakings in Clause 6.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority would have, had it not been so expressed, in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: once duly executed this Framework Agreement will constitute the legal, valid and binding obligations and rights of the Supplier and the Authority; the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call Off Agreements; the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement. For the duration of the Framework Agreement and for a period of twelve (12) months after the termination or expiry of the Framework Agreement or, if later, all Call Off Agreements, the Supplier shall not employ or offer employment to any staff of the Authority or the staff of any Contracting Body who have been associated with the procurement and/or provision of the Services without Approval or the prior written consent of the relevant Contracting Body respectively. In performing its obligations under this Framework Agreement and any Call Off Agreement, the Supplier shall not (to the extent possible in the circumstances) discriminate between Contracting Bodies on the basis of their respective size. PREVENTION OF BRIBERY AND CORRUPTION The Supplier shall not: offer or give, or agree to offer or give, to any Relevant Person 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 Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Staff, or any person acting on the Supplier's behalf shall not commit, in connection with this Framework Agreement, a Prohibited Act. The Supplier warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement breached any of the provisions in Clause 7.1 and each time a Call Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; or paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any Relevant Person in connection with this Framework Agreement; and entered into this Framework Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier shall: in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx-xxx-0000-xxxxxxxx.xxx; immediately notify the Authority if it suspects or becomes aware of any breach of this Clause 7; respond promptly to any of the Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 7 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier's books, records and any other relevant documentation in connection with the breach. Any audit conducted pursuant to Clause 7.3.3 shall be in addition to the number of audits permitted under Clause 13 (Records and Audit Access) of this Framework Agreement. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010. If the Supplier, the Staff, or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches: this Clause 7; or the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Framework Agreement. Without prejudice to its other rights and remedies under this Clause 7, the Authority shall be entitled to recover in full from the Supplier the amount of value of any such gift, consideration or commission and the Supplier shall on demand indemnify the Authority in full from and against any other Loss sustained by the Authority in consequence of any breach of this Clause 7 (Prevention of Bribery and Corruption). For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with Clause 39 does not constitute a payment of commission for the purposes of this Clause 7 (Prevention of Bribery and Corruption).

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. The Supplier warrants, represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period that: it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Framework Agreement (including, where its procedures so require, the consent of any of its Holding Companies); this Framework Agreement is executed by a duly authorised representative of the Supplier; in entering into this Framework Agreement and any Call Off Agreement (and until the expiry of each, respectively) it has not committed and will not commit any Fraud, and has and will continue to have no conflict of interest in relation to this Framework Agreement; all information, statements, warranties and representations contained in the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework Agreement to the Supplier are, as at the date hereof, true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement; and hereafter, for the Framework Period, it undertakes that it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; it has not entered and will not enter into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework; it has not caused or induced and will not cause or induce any person to enter such agreement referred to in Clause 6.1.5.; it has not offered or agreed (and will not offer or agree) to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Services under this Framework; no claim is being asserted and no litigation, arbitration or administrative or regulatory proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call Off Agreement which may be entered into with the Authority or Other Contracting Bodies; it is not and will not be subject to any contractual obligation, or bound by any Law or other requirement, compliance with which will be likely to have an adverse effect on its ability to perform its obligations under this Framework Agreement and/or any Call Off Agreement which may be entered into with the Authority or Other Contracting Bodies; it has obtained and will maintain all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call Off Agreement; in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement (and without prejudice to its other obligations under this Framework Agreement) it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier's assets or revenue; and in the three (3) years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) years, in the whole of such shorter period) it has: conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement or any Call Off Agreement. The Supplier shall promptly notify the Authority in writing: of any material detrimental change in the financial standing and/or credit rating of the Supplier; if the Supplier undergoes a Change of Control; and/or of any circumstances suggesting that a Change of Control is planned or in contemplation, provided such notification does not contravene any Law. Each time a Call Off Agreement is entered into the warranties, representations and undertakings in Clause 6.1 6.1. shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority would have, had it not been so expressed, in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: once duly executed this Framework Agreement will constitute the legal, valid and binding obligations and rights of the Supplier and the Authority; the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call Off Agreements; the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement. For the duration of the Framework Agreement and for a period of twelve (12) months after the termination or expiry of the Framework Agreement or, if later, all Call Off Agreements, the Supplier shall not employ or offer employment to any staff of the Authority or the staff of any Contracting Body who have been associated with the procurement and/or provision of the Services without Approval or the prior written consent of the relevant Contracting Body respectively. In performing its obligations under this Framework Agreement and any Call Off Agreement, the Supplier shall not (to the extent possible in the circumstances) discriminate between Contracting Bodies on the basis of their respective size. PREVENTION OF BRIBERY AND CORRUPTION The Supplier shall not: offer or give, or agree to offer or give, to any Relevant Person 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 Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Staff, or any person acting on the Supplier's behalf shall not commit, in connection with this Framework Agreement, a Prohibited Act. The Supplier warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement breached any of the provisions in Clause 7.1 7.1. and each time a Call Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; or paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any Relevant Person in connection with this Framework Agreement; and entered into this Framework Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier shall: in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx-xxx-0000-xxxxxxxx.xxx; immediately notify the Authority if it suspects or becomes aware of any breach of this Clause 7.; respond promptly to any of the Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 7 7. and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier's books, records and any other relevant documentation in connection with the breach. Any audit conducted pursuant to Clause 7.3.3 7.3.3. shall be in addition to the number of audits permitted under Clause 13 13. (Records and Audit Access) of this Framework Agreement. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010. If the Supplier, the Staff, or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches: this Clause 7.; or the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Framework Agreement. Without prejudice to its other rights and remedies under this Clause 7., the Authority shall be entitled to recover in full from the Supplier the amount of value of any such gift, consideration or commission and the Supplier shall on demand indemnify the Authority in full from and against any other Loss sustained by the Authority in consequence of any breach of this Clause 7 7. (Prevention of Bribery and Corruption). For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with Clause 39 38. does not constitute a payment of commission for the purposes of this Clause 7 7. (Prevention of Bribery and Corruption).

WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. The Supplier warrants, warrants represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period Term that: it has full capacity and authority and all necessary consents to enter into and to perform its obligations under this Framework Agreement (including, where its procedures so require, the consent of any of its Holding Companies); this Framework Agreement is executed by a duly authorised representative of the Supplier; in entering into this Framework Agreement and any Call Off Agreement (and until the expiry of each, respectively) it has not committed and will not commit any Fraud, and has and will continue to have no conflict of interest in relation to this Framework Agreement; all information, statements, warranties and representations contained in the Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework Agreement to the Supplier are, as at the date hereof, true, accurate, and not misleading save as may have been specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement; and hereafter, for the Framework PeriodTerm, it undertakes that it will promptly advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; it has not entered and will not enter into any agreement with any other person with the aim of preventing tenders being made or as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework; it has not caused or induced and will not cause or induce any person to enter such agreement referred to in Clause 6.1.57.1.5; it has not offered or agreed (and will not offer or agree) to pay or give any sum of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Goods and/or Services under this Framework; no claim is being asserted and no litigation, arbitration or administrative or regulatory proceeding is presently in progress, or, to the best of its knowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Call Off Agreement which may be entered into with the Authority or Other Contracting Bodies; it is not and will not be subject to any contractual obligation, or bound by any Law or other requirement, compliance with which will be likely to have an adverse effect on its ability to perform its obligations under this Framework Agreement and/or any Call Off Agreement which may be entered into with the Authority or Other Contracting Bodies; it has obtained and will maintain all licences, authorisations, consents or permits required in relation to the performance of its obligations under this Framework Agreement and any Call Off Agreement; in connection with the exercise of its rights and performance of its obligations pursuant to this Framework Agreement (and without prejudice to its other obligations under this Framework Agreement) it will at all times use all reasonable endeavours to meet or exceed the Key Performance Indicators; no proceedings or other steps have been taken and not discharged or dismissed (nor, to the best of their knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier's assets or revenue; and in the three (3) years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) years, in the whole of such shorter period) it has: conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; it has been in full compliance with all applicable securities laws and regulations in the jurisdiction in which it is established; and it has not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier's position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement or any Call Off Agreement. The Supplier shall promptly notify the Authority in writing: of any material detrimental change in the financial standing and/or credit rating of the Supplier; if the Supplier undergoes a Change of Control; and/or of any circumstances suggesting that a Change of Control is planned or in contemplation, provided such notification does not contravene any Law. Each time a Call Off Agreement is entered into the warranties, representations and undertakings in Clause 6.1 7.1 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority would have, had it not been so expressed, in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: once duly executed this Framework Agreement will constitute the legal, valid and binding obligations and rights of the Supplier and the AuthorityAuthority ; the warranties, representations and undertakings contained in this Framework Agreement are material and are designed to induce the Authority into entering into this Framework Agreement and to induce the Authority and each and every Other Contracting Body to enter into Call Off Agreements; the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and each Contracting Body will (amongst other things) on each and every occasion that it enters into a Call Off Agreement be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement. For the duration of the Framework Agreement and for a period of twelve (12) months after the termination or expiry of the Framework Agreement or, if later, all Call Off Agreements, the Supplier shall not employ or offer employment to any staff of the Authority or the staff of any Contracting Body who have been associated with the procurement and/or provision of the Goods and/or Services without Approval or the prior written consent of the relevant Contracting Body respectively. In performing its obligations under this Framework Agreement and any Call Off Agreement, the Supplier shall not (to the extent possible in the circumstances) discriminate between Contracting Bodies on the basis of their respective size. PREVENTION OF BRIBERY AND CORRUPTION The Supplier shall not: offer or give, or agree to offer or give, to any Relevant Person 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 Framework Agreement or any other contract with any Relevant Person; engage in and shall procure that all Staff, or any person acting on the Supplier's behalf shall not commit, in connection with this Framework Agreement, a Prohibited Act. The Supplier warrants, represents and undertakes to the Authority that it has not: in entering into this Framework Agreement breached any of the provisions in Clause 7.1 and each time a Call Off Agreement is entered into this warranty shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that the warranty is deemed to be repeated; or paid commission or agreed to pay commission to the Authority, or the Other Contracting Bodies, or any other public body or any Relevant Person in connection with this Framework Agreement; and entered into this Framework Agreement with knowledge, that, in connection with it, any money has been, or will be, paid to any person working for or engaged by the Authority, or the Other Contracting Bodies, or any other public body or any person employed by or on behalf of the Authority in connection with this Framework Agreement, or that an agreement has been reached to that effect, unless details of any such arrangement have been disclosed in writing to the Authority before execution of this Framework Agreement. The Supplier shall: in relation to this Framework Agreement, act in accordance with the Ministry of Justice Guidance pursuant to Section 9 of the Bribery Act 2010 available at: xxx.xxxxxxx.xxx.xx/xxxxxxxx/xxxx/xxxxxxx-xxx-0000-xxxxxxxx.xxx; immediately notify the Authority if it suspects or becomes aware of any breach of this Clause 7; respond promptly to any of the Authority's enquiries regarding any breach, potential breach or suspected breach of this Clause 7 and the Supplier shall co-operate with any investigation and allow the Authority to audit Supplier's books, records and any other relevant documentation in connection with the breach. Any audit conducted pursuant to Clause 7.3.3 shall be in addition to the number of audits permitted under Clause 13 (Records and Audit Access) of this Framework Agreement. The Supplier shall, if requested, provide the Authority with all reasonable assistance to enable the Authority to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010. If the Supplier, the Staff, or any person acting on the Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches: this Clause 7; or the Bribery Act 2010 in relation to this Framework Agreement or any other contract with the Authority or any person employed by or on behalf of the Authority or any Relevant Person, the Authority shall be entitled to terminate this Framework Agreement. Without prejudice to its other rights and remedies under this Clause 7, the Authority shall be entitled to recover in full from the Supplier the amount of value of any such gift, consideration or commission and the Supplier shall on demand indemnify the Authority in full from and against any other Loss sustained by the Authority in consequence of any breach of this Clause 7 (Prevention of Bribery and Corruption). For the avoidance of doubt, the Parties agree that the Management Charge payable in accordance with Clause 39 does not constitute a payment of commission for the purposes of this Clause 7 (Prevention of Bribery and Corruption).