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  If a Prohibited Act is committed by the Contractor or by an employee not acting independently of the Contractor,154 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.155

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-Contractor156, 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.

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.157

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  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).  

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154  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). 

155  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. 

156  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). 

157  This must comply with the provisions of replacement Sub-Contractors – see Section 15 (Sub-Contractors and Employees).