"Academy"

an academy operated (or, as the case may be, to be operated) by an Academy Trust at a Relevant Site, pursuant to the Academies Act 2010;

"Academy Effective Date"

means the "Academy Effective Date" as agreed or determined in accordance with the Deed of Variation;

"Academy Trust"

a company limited by guarantee which operates (or, as the case may be, is to operate) an Academy from the relevant Academy Effective Date;

"Academy Trust Members"

the members of an Academy Trust and, to the extent that such persons are different from the members of the Academy Trust, with effect from the relevant Academy Effective Date, the members of the governing body of the relevant Academy, each as may be the case from time to time;

"Deed of Variation"

the deed of variation to the Project Agreement dated [♦];7

"Predecessor School"

the relevant School which an Academy replaces (or, as the case may be, is intended to replace);

"Relevant Site"

the Site of a Predecessor School.

"Authority Related Party"

(a) an officer, agent, contractor, employee or sub-contractor (of any tier) of the Authority or Governing Body acting in the course of his office or employment or appointment (as appropriate);

(b) in relation to any School, any governor or Governing Body of that School acting as such, or any teacher employed at that School acting in the course of their employment;

(c) in relation to any School during the Required Period, any Pupil of that School or any person visiting a School at the invitation (whether express or implied) of the Authority or, in relation to any Academy following the relevant Academy Effective Date, at the invitation (whether express or implied) of the relevant Academy Trust;

(d) in relation to any School during any period of Community Use, any person visiting or using the School for that purpose;

(e) any person using the Ad Hoc Use Area pursuant to clause 29.4 (Ad Hoc Use), but such person shall only be an Authority Related Party in relation to such Ad Hoc Use Area for the period of such use; and

(f) in relation to any Academy following the relevant Academy Effective Date, the relevant Academy Trust and any officer, agent or employee of the Academy Trust acting in the course of his office, employment or appointment (as appropriate),

but excluding in each case the Contractor, any Contractor Related Parties, the LEP and any LEP Parties;

"Prohibited Act"

(a) offering, giving or agreeing to give to any servant of the Authority or Governing Body or any Academy Trust Members any gift or consideration of any kind as an inducement or reward:

(i) for doing or not doing (or for having done or not having done) any act in relation to the obtaining or performance of this Agreement or any other contract with the Authority, the Governing Body or any Academy Trust; or

(ii) for showing or not showing favour or disfavour to any person in relation to this Agreement or any other contract with the Authority, the Governing Body or any Academy Trust; or

(b) entering into this Agreement or any other contract with the Authority, Governing Body or any Academy Trust in connection with which commission has been paid or has been agreed to be paid by the Contractor or on its behalf, or to its knowledge, unless before the relevant contract is entered into particulars of any such commission and of the terms and conditions of any such contract for the payment thereof have been disclosed in writing to the Authority; or

(c) committing any offence:

(i) under the Prevention of Corruption Acts 1889 - 1916;

(ii) under Legislation creating offences in respect of fraudulent acts; or

(iii) at common law in respect of fraudulent acts in relation to this Agreement or any other contract with the Authority, Governing Body or the relevant Academy Trust; or

(d) defrauding or attempting to defraud or conspiring to defraud the Authority, Governing Body or any Academy Trust;

"School"

a school listed in Schedule 4 (Schools) being the buildings and other facilities to be provided, maintained and serviced in accordance with this Agreement located on and consisting of the relevant Site, and for the avoidance of doubt the term "School" shall also include any Academy which replaces a Predecessor School, where the context permits.