44.2 Termination for Corrupt Gifts and Fraud
44.2.1 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 44.2 (Termination for Corrupt Gifts and Fraud).
44.2.2 Notwithstanding sub-clauses (c) to (f), if a Prohibited Act is committed by the Contractor or by an employee not acting independently of the Contractor,159 then the Authority may terminate this Agreement by giving notice to the Contractor.
44.2.3 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 [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 Services by another person.160
44.2.4 If the Prohibited Act is committed by a Sub-Contractor or by an employee of that Sub-Contractor not acting independently of that Sub-Contractor161, 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 Ancillary Document and procures the performance of such part of the Services by another person.162
44.2.5 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 [20] Business 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 Services by another person.
44.2.6 If the Prohibited Act is committed by any other persons not specified in clauses 44.2.2 (Termination for Corrupt Gifts and Fraud) to 44.2.5 (Termination for Corrupt Gifts and Fraud) then the Authority may give notice to the Contractor of termination and this Agreement 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 Services by another person.
44.2.7 Any notice of termination under this clause 44.2 (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 44.2.2 (Termination for Corrupt Gifts and Fraud).
44.2.8 The Contractor warrants and undertakes to the Authority that it has and will throughout the duration of this Agreement have in place adequate procedures (as referred to in section 7(2) of the Bribery Act 2010) designed to prevent persons associated with the Contractor from bribing any person with the intention of obtaining or retaining business for the Contractor or with the intention of obtaining or retaining an advantage in the conduct of business for the Contractor.
44.2.9 In this clause 44, the expression "not acting independently of" (when used in relation to the Contractor or a Sub-Contractor) means and shall be construed as acting with the authority of or knowledge of any one or more of the directors of the Contractor or the Sub-Contractor (as the case may be).
_________________________________________________________________________________
159 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).
160 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.
161 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).
162 This must comply with the provisions of replacement Sub-Contractors – see Section 15 (Sub-Contractors and Employees).