(a) If the Contractor or any Sub-Contractor (or anyone employed by or acting on behalf of any of them) or any of its or their agents or shareholders372 commits any Prohibited Act, then the Authority shall be entitled to act in accordance with paragraphs (b) to (g) below.
(b) If a Prohibited Act is committed by the Contractor or by an employee not acting independently of the Contractor,373 then the Authority may terminate the Contract by giving notice to the Contractor.
(c) If the Prohibited Act is committed by an employee of the Contractor acting independently of the Contractor, then the Authority may give notice to the Contractor of termination and the Contract will terminate, unless within [30] days of receipt of such notice the Contractor terminates the employee's employment and (if necessary) procures the performance of such part of the Works and/or Service by another person.374
(d) If the Prohibited Act is committed by a Sub-Contractor or by an employee of that Sub-Contractor not acting independently of that Sub-Contractor,375 then the Authority may give notice to the Contractor of termination and the Contract will terminate, unless within [30] days of receipt of such notice the Contractor terminates the relevant Project Document and procures the performance of such part of the Works and/or Service by another person.376
(e) If the Prohibited Act is committed by an employee of a Sub-Contractor acting independently of that Sub-Contractor, then the Authority may give notice to the Contractor of termination and the Contract will terminate, unless within [30] days of receipt of such notice the Sub-Contractor terminates the employee's employment and (if necessary) procures the performance of such part of the Works and/or Service by another person.
(f) If the Prohibited Act is committed by any other person not specified in paragraphs (b) to (e) above, then the Authority may give notice to the Contractor of termination and the Contract will terminate unless within [30 days] of receipt of such notice, the Contractor procures the termination of such person's employment and of the appointment of their employer (where not employed by the Contractor or the Sub-Contractors ) and (if necessary) procures the performance of such part of the Works and/or Service by another person.
(g) any notice of termination under this Clause shall specify:
(i) the nature of the Prohibited Act;
(ii) the identity of the party whom the Authority believes has committed the Prohibited Act;
(iii) the date on which the Contract will terminate, in accordance with the applicable provision of this Clause;377 and
(iv) the Authority's chosen option under Clause 21.4.3 (Compensation on Termination for Corrupt Gifts and Fraud).
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372 The extension of this concept to shareholders of the Contractor or any Sub-Contractor should be reviewed if the shares of any such companies are listed on a stock exchange, albeit in the light of the restricted nature of a "Prohibited Act".
373 This means the employee acts under the authority of or with the knowledge of a director of the Contractor (rather than a majority board decision).
374 Depending on the Project, there may be provisions regarding the approval of replacement Sub-Contractors , employees and other Sub-Contractors which will need to be satisfied.
375 This means the employee acts under the authority of or with the knowledge of a director of the Sub-Contractor (rather than a majority board decision).
376 This must comply with the provisions of replacement Sub-Contractors - see Section 16 (Equality Legislation, Sub-Contracting, Employees and Documentary Changes).
377 Either immediately or following the 30 day period specified.