37.7  Termination for Corrupt Gifts and Fraud

37.7.1  The Contractor warrants that in entering into this Agreement it has not committed any Prohibited Act.

37.7.2

(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 shareholders commits any Prohibited Act, then the Authority shall be entitled to act in accordance with the provisions of this clause 37.7 (Termination for Corrupt Gift and Fraud).

(b)  If a Prohibited Act is committed by the Contractor or by an employee not acting independently of the Contractor, then the Authority may terminate this Agreement 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 this Agreement will terminate, unless within twenty (20) Business Days of receipt of such notice the Contractor terminates the employee's employment and (if necessary) procures the carrying out of such part of the Works and/or the performance of such part of the Services by another person.

(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 then the Authority may give notice to the Contractor of termination and this Agreement will terminate, unless within twenty (20) Business Days of receipt of such notice the Contractor terminates the relevant Project Document and procures the carrying out of such part of the Works and/or the performance of such part of the Services by another person.

(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 this Agreement will terminate, unless within twenty (20) Business Days of receipt of such notice the Sub-Contractor terminates the employee's employment and (if necessary) procures the carrying out of such part of the Works and/or the performance of such part of the Services by another person.

(f)  If the Prohibited Act is committed by any other person not specified in clauses 37.7.2(b) to 37.7.2(e), then the Authority may give notice to the Contractor of termination and this Agreement will terminate, unless within twenty (20) Business 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 carrying out of such part of the Works and/or the performance of such part of the Services by another person.

(g)  Any notice of termination under this clause 37.7 (Termination for Corrupt Gifts and Fraud) 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 this Agreement will terminate, in accordance with the applicable provision of this clause; and

(iv)  the Authority's chosen option under clause 49 (Method of Payment).