21.4.2.1 The corrupt gifts and fraud provision is aimed at all types of bribery, corruption and fraudulent acts perpetrated against the Authority, in connection with the procurement of the Contract and the ongoing contractual relationship.
21.4.2.2 As the Authority's ultimate sanction to terminate for such acts is severe, the recommended approach allows the Contractor the opportunity to avoid termination where the act has been carried out by a sub-contractor or employee acting on his own. Within a specified reasonable time period, the Contractor has to ensure that any relationship with the relevant party is terminated and, if applicable, a replacement procured for such party.
21.4.2.3 The following approach is the most appropriate way of dealing with the issue:
• if the relevant breach is committed by the Contractor or one of its employees and this is not the action of an employee acting independently (i.e. it is in some way "corporate corruption"), the Authority may terminate the Contract on payment of the Revised Senior Debt Termination Amount and can recover from the Contractor either any losses it suffers as a result of the breach or the amount of the value of the corrupt gift in question. If the breach is the result of the action of an employee acting independently, then the Contractor should terminate the person's employment and procure a replacement within [30] days of notice of the breach. If this is not done, then the Contract can be terminated on payment of the Revised Senior Debt Termination Amount and recovery of the Authority's losses;
• if the breach is committed by one of the Contractor's main Sub-Contractors (e.g. the Operating Sub-Contractor or Construction Sub-Contractor) or their employee and this is not the action of an employee acting independently (it is in some way "corporate corruption"), the Authority may terminate the Contract as above, unless the Contractor terminates the relevant main Sub-Contract and procures the performance of such service by another person within [30] days of notice of the breach. If the breach is the result of the action of an employee acting independently, then the Sub-Contractor should terminate that person's employment and procure a replacement within [30] days of notice of the breach. If this is not done, then the Contract can be terminated on payment of the Revised Senior Debt Termination Amount and recovery of the Authority's losses;
• if the breach is committed by any other party, the Authority may terminate as above unless within 30 days of notice of the breach the Contractor procures the termination of the employment of such person and of their employer (if not employed by the Contractor or its main Sub-Contractors ) and the performance of such service by another person.
Required drafting is as follows:
21.4.2 Corrupt Gifts and Fraud
The Contractor warrants that in entering the Contract it has not committed any Prohibited Act.