45.  WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

45.1  Each party warrants, represents and undertakes that:

45.1.1  it has full capacity and authority to enter into and to perform this Agreement;

45.1.2  this Agreement is executed by a duly authorised representative of that party;

45.1.3  there are no actions, suits, proceedings or regulatory investigations pending, or to that party's knowledge, threatened against or affecting that party before any court or administrative body or arbitration tribunal that might affect the ability of that party to meet and carry out its obligations under this Agreement; and

45.1.4  once duly executed this Agreement will constitute its legal, valid and binding obligations.

45.2  The Contractor warrants, represents and undertakes for the duration of the Term that:

45.2.1  it shall discharge its obligations under this Agreement with all due skill, care and diligence similar to a contractor who is in the same or similar position and who is engaged to provide the same or similar service and in accordance with Good Industry Practice and all Contractor Personnel shall be of requisite skill, experience and qualifications required to discharge their duties;

45.2.2  it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor's obligations under this Agreement;

45.2.3  it has and will continue to have all necessary rights in and to Software, IPRs or any other materials made available by the Contractor and/or the Sub-contractors to the Authority necessary to perform the Contractor's obligations under this Agreement;

45.2.4  as at the Effective Date all statements and representations in the Contractor's [Response to the ITT - or insert names of any other documents to be warranted correct - e.g. Pricing Models/ Transition and Transformation Plan etc.] are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation to be false or misleading;

45.2.5  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; and

45.2.6  it shall at all times comply with Law in carrying out its obligations under this Agreement.

45.3  Except as expressly stated in this Agreement, all warranties and conditions whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.

45.4  For the avoidance of doubt the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Contractor.