DATED								2018

CONTRACT FOR THE PROVISION OF [XX] 
SERVICES

BETWEEN

TENDRING DISTRICT COUNCIL

and

[INSERT SUCCESSFUL SUPPLIER’S NAME]

THIS AGREEMENT is dated 							2018

PARTIES
(1)	TENDRING DISTRICT COUNCIL of Town Hall, Station Road, Clacton-on-Sea, Essex, CO15 	1SE (Authority)
(2) 	[FULL COMPANY NAME] incorporated and registered in England and Wales with company 	number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] 	(Supplier)
BACKGROUND
  
(A) 	TENDRING DISTRICT COUNCIL placed [….INSERT DETAILS OF THE 	PROCUREMENT 	ROUTE] seeking [expressions of interest/tender submissions] from potential providers for 	a [INSERT DETAILS OF THE SERVICE] Service.

(B) 	The Authority has, through a competitive process, selected the Supplier to provide these 	services and the Supplier is willing and able to provide the services in accordance with 	the 	terms and conditions of this agreement.

AGREED TERMS

1.  	DEFINITIONS AND INTERPRETATION  

1.1 	The following definitions and rules of interpretation in this clause apply in this agreement.

Authorised Representatives:  the persons respectively designated as such by the Authority 	and the Supplier, the first such persons being set out in Schedule 4.
	Authority Assets:  any materials, plant or equipment owned or held by the Authority and 	provided by the Authority to the Supplier for use in providing the Services.
	Authority’s Premises:  the premises identified in Schedule 7 and which are to be made 	available for use by the Supplier for the provision of the Services on the terms set out in this 	agreement.
	Bribery Act:  the Bribery Act 2010 together with any guidance or codes of practice issued by 	the relevant government department concerning the legislation.
	Change:  any change to this agreement including to any of the Services.
	Change Control Note: the written record of a Change agreed or to be agreed by the parties 	pursuant to the Change Control Procedure.
	Change Control Procedure:  the procedure for changing this agreement, as set out in 	Schedule 5.
	Charges:  the charges which shall become due and payable by the Authority to the Supplier in 	respect of the Services in accordance with the provisions of this agreement, as such charges 	are set out in Schedule 3.
	Commencement Date:  INSERT DATE 
	Commercially Sensitive Information:  the information listed in Schedule 6 comprising the 	information of a commercially sensitive nature relating to the Supplier, its intellectual property 	rights or its business or which the Supplier has indicated to the Authority that, if disclosed by the 	Authority, would cause the Supplier significant commercial disadvantage or material financial 	loss.
	Confidential Information:  means all confidential information (however recorded or preserved) 	disclosed by a party or its Representatives to the other party and that party’s Representatives in 	connection with this agreement, including but not limited to:
a)	any information that would be regarded as confidential by a reasonable business person relating to: 
(i)	the business, affairs, customers, suppliers or plans of the disclosing party; and 
(ii)	the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
b)	any information developed by the parties in the course of carrying out this agreement;
c)	Personal Data;
d)	any Commercially Sensitive Information.
	Contract Year:  a period of 12 months, commencing on the Commencement Date.
	Data Controller:  shall have the same meaning as set out in the Data Protection Legislation.
	Data Processor:  shall have the same meaning as set out in the Data Protection Legislation. 
Data Protection Legislation: all applicable law concerning the processing of Personal Data and privacy up to but excluding 25 May 2018, being the Data Protection Act 1998 and thereafter 
(i)	unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then 
(ii)	any successor legislation to the GDPR or the Data Protection Act 1998.
	Data Subject:  shall have the same meaning as set out in the Data Protection Legislation.
Data Subject Access Request:  a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data.	
Default Notice:  is defined in clause 5.2
 	Dispute Resolution Procedure:  the procedure set out in clause 17.
	EIRs:  the Environmental Information Regulations 2004 (SI 2004/3391) together with any 	guidance and/or codes of practice issued by the Information Commissioner or relevant 	government department in relation to such regulations.
	Extension period:  shall have the meaning given to it in Clause 3.1.
	FOIA:  the Freedom of Information Act 2000 together with any guidance and/or codes of 	practice issued by the Information Commissioner or relevant government department in relation 	to such legislation.
	Force Majeure:  any circumstance not within a party’s reasonable control including, without 	limitation:
a)	acts of God, flood, drought, earthquake or other natural disaster;
b)	epidemic or pandemic;
c)	terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
d)	nuclear, chemical or biological contamination or sonic boom;
e)	any law or action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
f)	collapse of buildings, fire, explosion or accident; and
g)	any labour or trade dispute, strikes, industrial action or lockouts (excluding any labour or trade dispute, strike, industrial action or lockout confined to the Supplier’s workforce or the workforce of any Subcontractor of the Supplier).
	GDPR:  the General Data Protection Regulation ((EU) 2016/679).
	Health and Safety Policy:  the health and safety policy of the Authority as provided to the 	Supplier on or before the Commencement Date and as subsequently provided to the Supplier 	from time to time except any provision of any such subsequently provided policy that cannot be 	reasonably reconciled to ensuring compliance with applicable Law regarding health and safety.
	Information:  has the meaning given under section 84 of FOIA.
	Initial Term:  the period commencing on the Commencement Date and ending on the 	[NUMBER] anniversary of the Commencement Date.
	Insolvency Event:  where:
a)	the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

b)	the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; 
c)	a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 
d)	an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Supplier (being a company);
e)	the holder of a qualifying floating charge over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver; 
f)	a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier;
g)	[the Supplier (being an individual) is the subject of a bankruptcy petition or order;] 
h)	a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or 	process is not discharged within 14 days;
i)	any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events 	mentioned in (a) to (h) (inclusive); 
j)	the Supplier suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
k)	The Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.  
	Intellectual Property Rights:  patents, utility models, rights to inventions, copyright and related 	rights, moral rights, trademarks and service marks, business names and domain names, rights 	in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, 	rights in designs, rights in computer software, database rights, and all other intellectual property 	rights, in each case whether registered or unregistered and including all applications and rights 	to apply for and be granted, renewals or extensions of, and rights to claim priority from, such 	rights and all similar or equivalent rights or forms of protection which subsist or will subsist now 	or in the future in any part of the world.
	Key Personnel:  those personnel identified Schedule 4 for the roles attributed to such 	personnel, as modified pursuant to clause 12.
	Law:  any law, statute, subordinate legislation within the meaning of section 21(1) of the 	Interpretation Act 1978, bye-law, enforceable right within the meaning of section 2 of the 	European Communities Act 1972, regulation, order, mandatory guidance or code of practice, 	judgment of a relevant court of law, or directives or requirements of any regulatory body with 	which the Supplier is bound to comply;
	Management Reports:  the reports to be prepared and presented by the Supplier in 	accordance with Clause 14 and Schedule 4. 
	Necessary Consents:  all approvals, certificates, authorisations, permissions, licences, 	permits, regulations and consents necessary from time to time for the performance of the 	Services [including without limitation all [INSERT DETAILS OF SPECIFIC CONSENTS 	REQUIRED (IF ANY)]].
	Payment Plan:  the plan for payment of the Charges as set out in Schedule 3.
	Personal Data:  shall have the same meaning as set out in the Data Protection Legislation.
	Prohibited Act:  the following constitute Prohibited Acts:
a.	to directly or indirectly offer, promise or give any person working for or engaged by the Authority a financial or other advantage to: 
	(i)	induce the person to perform improperly a relevant function or activity; or 
	(ii) 	reward that person for improper performance of a relevant function or activity;
b.	to directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with this agreement;
c.	committing any offence: 
	(i) 	under the Bribery Act; (ii) under legislation or common law concerning fraudulent 		acts; or 
	(iii) 	defrauding, attempting to defraud or conspiring to defraud the Authority;
d.	any activity, practice or conduct which would constitute one of the offences listed under (a) to (c), if such activity, practice or conduct had been carried out in the UK.
	Regulated Activity: in relation to children shall have the same meaning as set out in Part 1 of 	Schedule 4 to the Safeguarding Vulnerable Groups Act 2006 and in relation to vulnerable adults 	shall have the same meaning as set out in Part 2 of Schedule 4 to the Safeguarding Vulnerable 	Groups Act 2006. 
	Remediation Notice:  a notice served by the Authority in accordance with clause 27.1(a).
	Replacement Services:  any services that are identical or substantially similar to any of the 	Services and which the Authority receives in substitution for any of the Services following the 	termination or expiry of this agreement, whether those services are provided by the Authority 	internally or by any Replacement Supplier.
	Replacement Supplier:  any third party supplier of Replacement Services appointed by the 	Authority from time to time.
	Representatives:  means, in relation to a party, its employees, officers, representatives and 	advisors.
	Request for Information:  a request for information or an apparent request under the Code of 	Practice on Access to Government Information, FOIA or the EIRs.
	Services:  the services to be delivered by or on behalf of the Supplier under this agreement, as 	more particularly described in Schedule 1.
	Service Failure:  a shortfall or failure by the Supplier to provide the Services.
	Supplier Party:  the Supplier’s agents and contractors, including each Sub-Contractor.
	Supplier’s Personnel:  all employees, staff, other workers, agents and consultants of the 	Supplier and of any Sub-Contractors who are engaged in the provision of the Services from time 	to time.
	Supplier’s Tender:  the tender submitted by the Supplier and other associated documentation 	set out in Schedule 2.
	Sub-Contract:  any contract between the Supplier and a third party pursuant to which the 	Supplier agrees to source the provision of any of the Services from that third party.
	Sub-Contractor:  the contractors or suppliers that enter into a Sub-Contract with the Supplier.
Sub-Processor:  any third party appointed to process Personal Data on behalf of the Authority related to this Agreement.
	Term:  the period of the Initial Term as may be varied by:

a.	any extensions to this agreement which are agreed pursuant to clause 3; or
b.	the earlier termination of this agreement in accordance with its terms.
	Termination Date:  the date of expiry or termination of this agreement.
	Termination Payment Default:  is defined in Schedule 3.		

Working Day:  Monday to Friday, excluding any public holidays in England and Wales, 	unless varied to include Saturdays by agreement of the parties.

1.2  	Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
 
1.3  	A person includes a natural person, corporate or unincorporated body (whether or not having 	separate legal personality).
 
1.4  	The schedules form part of this agreement and shall have effect as if set out in full in the body of 	this agreement and any reference to this agreement includes the schedules.
 
1.5  	A reference to a company shall include any company, corporation or other body corporate, 	wherever and however incorporated or established.
 
1.6 	Unless the context otherwise requires, words in the singular shall include the plural and in the 	plural shall include the singular.
 
1.7 	Unless the context otherwise requires, a reference to one gender shall include a reference to 	the other genders.
 
1.8 	A reference to a statute or statutory provision is a reference to it as amended, extended or 	re-enacted from time to time and includes any subordinate legislation for the time being in force 	made under it.
 
1.9  	A reference to writing or written includes emails but not faxes.
 
1.10  	Any obligation in this agreement on a person not to do something includes an obligation not to 	agree or allow that thing to be done.

1.11  	A reference in this agreement to any other agreement or a document is a reference to such 	other agreement or document as varied or novated (in each case, other than in breach of the 	provisions of this agreement) from time to time.
 
1.12  	References to clauses and schedules are to the clauses and schedules of this agreement and 	references to paragraphs are to paragraphs of the relevant schedule.
 
1.13	If there is any conflict or inconsistency between the provisions in the main body of this 	agreement and the schedules, such conflict or inconsistency shall be resolved according to the 	following order of priority:
 
	(a)  the clauses of the agreement;
 
	(b)  Schedule 1 to this agreement;
 
	(c)  the remaining schedules to this agreement other than Schedule 2;
 
	(d)  Schedule 2 to this agreement.
 
COMMENCEMENT AND DURATION

2.  	TERM  
 
    	This agreement shall take effect on the Commencement Date and shall continue for the Term.
 
3. 	[EXTENDING THE INITIAL TERM  
 
3.1  	The Authority may extend this agreement beyond the Initial Term by a further period or periods 	of up to [NUMBER] years (each such extension together with any such extensions, being the 	“Extension Period”). If the Authority wishes to extend this agreement, it shall give the Supplier 	at least three months’ written notice of such intention before the expiry of the Initial Term 	or Extension Period.
 
3.2  	If the Authority gives such notice then the Term shall be extended by the period set out in the 	notice.
 
3.3  	If the Authority does not wish to extend this agreement beyond the Initial Term this agreement 	shall expire on the expiry of the Initial Term and the provisions of clause 26 shall apply].
 
4. 	 DUE DILIGENCE AND SUPPLIER’S WARRANTY  
 
4.1  	The Supplier acknowledges and confirms that:

 	(a)  	the Authority has delivered or made available to the Supplier all of the 					information and documents that the Supplier considers necessary or relevant for 				the performance of its obligations under this agreement; 

	(b)  	it has made and shall make its own enquiries to satisfy itself as to the accuracy 				and adequacy of any information supplied or made available to it by or on behalf 				of the Authority pursuant to clause 4.1(a);

	(c) 	it has satisfied itself (whether by inspection or having raised all relevant due 				diligence questions with the Authority before the Commencement Date) of all 				relevant details relating to the performance of its obligations under this 					agreement (including without limitation the suitability of Authority Premises); and
 
	(d)  	it has entered into this agreement in reliance on its own due diligence.
 
4.2  	Save as provided in this agreement, no representations, warranties or conditions are given or 	assumed by the Authority in respect of any information which is provided to the Supplier by the 	Authority and any such representations, warranties or conditions are excluded, save to the 	extent that such exclusion is prohibited by law.
 
4.3  	The Supplier:
 
	(a)  	warrants and represents that all information and statements made by the 					Supplier as a part of the procurement process, including without limitation the 				Supplier’s Tender or response to any pre-qualification questionnaire (if 					applicable), remains true, accurate and not misleading, save as may have been 				specifically disclosed in writing to the Authority prior to execution of the 					agreement; and

	(b)  	shall promptly notify the Authority in writing if it becomes aware during the 				performance of this agreement of any inaccuracies in any information provided to 			it by the Authority during such due diligence which materially and adversely 				affects its ability to perform the Services. 
 
4.4  	The Supplier shall not be entitled to recover any additional costs from the Authority which arise 	from, or be relieved from any of its obligations as a result of, any matters or inaccuracies notified 	to the Authority by the Supplier in accordance with clause 4.3(b), save where such additional 	costs or adverse effect on performance have been caused by the Supplier having been 	provided with fundamentally misleading information by or on behalf of the Authority and the 	Supplier could not reasonably have known that the information was incorrect or misleading at 	the time such information was provided. If this exception applies, the Supplier shall be entitled to 	recover such reasonable additional costs from the Authority or shall be relieved from 	performance of certain obligations as shall be determined by the Change Control Procedure.
 
4.5  	Nothing in this clause 4 shall limit or exclude the liability of the Authority for fraud or fraudulent 	misrepresentation.
 
THE SERVICES

5.  	SUPPLY OF SERVICES  
 
5.1  	The Supplier shall provide the Services to the Authority with effect from the Commencement 	Date and for the duration of this agreement in accordance with the provisions of this agreement.
 
5.2  	In the event that the Supplier does not comply with the provisions of clause 5.1 in any way, the 	Authority may serve the Supplier with a notice in writing setting out the details of the Supplier’s 	default (a Default Notice).

6.  	SERVICE STANDARDS  
 
	The Supplier shall provide the Services, or procure that they are provided:
 
	(a)  with reasonable skill and care and in accordance with Best Industry Practice;
 
	(b)  in all respects in accordance with the Authority’s policies set out in Schedule 1; and
 
	(c)  in accordance with all applicable Law.

7.  	COMPLIANCE  
 
7.1  	The Supplier shall ensure that all Necessary Consents are in place to provide the Services and 	the Authority shall not (unless otherwise agreed in writing) incur any additional costs associated 	with obtaining, maintaining or complying with the same.
 
7.2  	Where there is any conflict or inconsistency between the provisions of this agreement and the 	requirements of a Necessary Consent, then the latter shall prevail, provided that the Supplier 	has made all reasonable attempts to obtain a Necessary Consent in line with the requirements 	of the Services.
 
7.3  	The Supplier shall perform its obligations under this agreement (including those in relation to the 	Services) in accordance with:
 
(a)	all applicable Law regarding health and safety; and

(b)	the Health and Safety Policy whilst at the Authority Premises.
 
7.4  	Each Party shall notify the other as soon as practicable of any health and safety incidents or 	material health and safety hazards at the Authority Premises of which it becomes aware and 	which relate to or arise in connection with the performance of this agreement. The Supplier shall 	instruct the Supplier’s Personnel to adopt any necessary associated safety measures in order to 	manage any such material health and safety hazards.
 
7.5  	Without limiting the general obligation set out in clause 6, the Supplier shall (and shall procure 	that the Supplier’s Personnel shall):
 
(a)	perform its obligations under this agreement (including those in relation to the Services) in accordance with:
 
(i)	all applicable equality law (whether in relation to race, sex, gender  reassignment, age, disability, sexual orientation, religion or belief, pregnancy, maternity or otherwise);
(ii)	the Authority’s equality and diversity policy as provided to the Supplier from time to time;
(iii)	any other requirements and instructions which the Authority reasonably imposes in connection with any equality obligations imposed on the Authority at any time under applicable equality law;
 
(b)	take all necessary steps, and inform the Authority of the steps taken, to prevent unlawful discrimination designated as such by any court or tribunal, or the Equality and Human Rights Commission or (any successor organisation); and

(c)  at all times comply with the provisions of the Human Rights Act 1998 in the performance of this agreement. The Supplier shall also undertake, or refrain from undertaking, such acts as the Authority requests so as to enable the Authority to comply with its obligations under the Human Rights Act 1998.

8.  	AUTHORITY’S PREMISES AND ASSETS  
 
8.1  	The Authority shall, subject to Clause 7 and Clause 12 provide the Supplier (and its Sub-Contractors) with access to such parts of the Authority’s Premises as the Supplier reasonably requires for the purposes only of providing the Services.
 
8.2	 	The Supplier shall ensure that:
 
(a)	where using the Authority’s Premises and any Authority Assets they are kept properly secure and it will comply and cooperate with the Authority’s security requirements from time to time regarding the security of the same;
(b)	only those of the Supplier’s Personnel that are duly authorised to enter upon the Authority’s Premises for the purposes of providing the Services, do so;
(c)	any Authority Assets used by the Supplier are maintained (or restored at the end of the Term) in the same or similar condition as at the Commencement Date (fair wear and tear excepted) and are not removed from Authority Premises unless expressly permitted under this agreement or by the Authority’s Authorised Representative; and
(d)	any Authority Assets are used with all reasonable care and skill and in accordance with any manufacturer guidelines or instructions.
 
8.3  	The Authority shall maintain and repair the Authority Assets, however, where such maintenance 	or repair arises directly from the act, omission, default or negligence of the Supplier or its 	representatives (fair wear and tear excluded) the costs incurred by the Authority in maintaining 	and repairing the same shall be recoverable from the Supplier as a debt.
 
8.4  	The Supplier shall notify the Authority immediately on becoming aware of any damage caused 	by the Supplier, its agents, employees or Sub-Contractors to any property of the Authority, to 	any of the Authority’s Premises or to any property of any other recipient of the Services in the 	course of providing the Services.
	 
8.5  	The Supplier shall indemnify the Authority against all and any damage to the Authority 	Premises and the Authority Assets caused by the same.
CHARGES AND PAYMENT

9.  	PAYMENT  
 
9.1 	In consideration of the provision of the Services by the Supplier in accordance with the terms 	and conditions of this agreement, the Authority shall pay the Charges to the Supplier in 	accordance with the Payment Plan.
 
9.2  	Unless otherwise stated in Schedule 3, the Charges:
 
(a)	shall remain fixed during the Term; and

(b)	is the entire price payable by the Authority to the Supplier in respect of the Services and    includes, without limitation, any royalties, licence fees, supplies and all consumables used by the Supplier, travel costs, accommodation expenses and the cost of Supplier’s Personnel.
 
9.3  	The Supplier shall invoice the Authority for payment of the Charges at the end of each calendar 	month. All invoices shall be directed to the Authority’s Authorised Representative. 

9.4	The Authority 	shall pay the Charges which have become payable in accordance with the Payment Plan within 30 days of receipt of an undisputed invoice from the Supplier. 
 
9.5	Where any party disputes any sum to be paid by it then a payment equal to the sum not in 	dispute shall be paid and the dispute as to the sum that remains unpaid shall be determined in 	accordance with clause 17.  Provided that the sum has been disputed in good faith, interest due on any sums in dispute shall not accrue until the earlier of 30 days after resolution of the dispute between the parties. 
9.6	Subject to clause 9.5 interest on the late payment of any undisputed Charges properly 	invoiced under this agreement can be claimed in accordance with the Late Payment of 	Commercial Debts (Interest) Act 1998.  The Supplier shall not suspend the supply of the 	Services if any payment is overdue.
9.7	The Charges are stated exclusive of VAT, which shall be added at the prevailing rate as 	applicable and paid by the Authority following delivery of a valid VAT invoice. The 	Supplier shall indemnify the Authority against any liability (including any interest, 	penalties or 	costs incurred) which is levied, demanded or assessed on the Authority at any time in respect of 	the Supplier's failure to account for, or to pay, any VAT relating to 	payments made to the 	Supplier under this agreement.  
9.8	The Supplier shall maintain complete and accurate records of, and supporting 	documentation for, all amounts which may be chargeable to the Authority pursuant to this 	agreement.  Such records shall be retained for inspection by the Authority for six 	years from the end of the Contract Year to which the records relate.
9.9	Where the Supplier enters into a Sub-Contract with a supplier or contractor for the 	purpose of performing the agreement, it shall cause a term to be included in such a Sub-Contract that requires payment to be made of undisputed sums by the Supplier to the Sub-Contractor within a specified period not exceeding 30 days from the receipt of a valid 	invoice, as defined by the Sub-Contract requirements.
9.10	The Authority may retain or set off any sums owed to it by the Supplier which have fallen due 	and payable against any sums due to the Supplier under this agreement or any other 	agreement pursuant to which the Supplier or any Associated Company of the Supplier provides 	goods or services to the Authority.
9.11	The Supplier shall make any payments due to the Authority without any deduction 	whether by way of set-off, counterclaim, discount, abatement or otherwise, unless the 	Supplier has a valid court order requiring an amount equal to such deduction to be paid 	by the 	Authority to the Supplier.

10. 	INTEREST  
 
10.1  	Each party shall pay interest on any sum due under this agreement, calculated as follows:
 
(a)	Rate 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
(b)	Period from when the overdue sum became due, until it is paid.

11.  	KEY PERSONNEL  
 
11.1	Each party shall appoint the persons named as such in Schedule 4 as the individuals who shall 	be responsible for the matters allocated to such Key Personnel.  The Key Personnel shall be 	those people who are identified by each party as being key to the success of the implementation 	and/or operation of the Services and who shall be retained on the implementation and/or 	operation of the Services for such time as a person is required to perform the role which has 	been allocated to the applicable Key Personnel.  The Key Personnel shall have the authority to 	act on behalf of their respective party on the matters for which they are expressed to be 	responsible.
 
11.2	The Supplier shall not remove or replace any of the Key Personnel unless:
 
(a)	requested to do so by the Authority;
(b)	the person is on long-term sick leave;
(c)	the element of the Services in respect of which the individual was engaged has been completed to the Authority’s satisfaction;
(d)	the person resigns from their employment with the Supplier; or
(e)	the Supplier notifies the Authority within 5 working days of any change.  
 
11.3  	The Supplier shall inform the Authority of the identity and background of any replacements for 	any of the Key Personnel as soon as a suitable replacement has been identified. 

11.4  	Each party shall ensure that the role of each of its Key Personnel is not vacant (in terms of a 	permanent representative) for more than 15 consecutive Working Days.  Any replacement shall 	be as, or more, qualified and experienced as the previous incumbent and fully competent to 	carry 	out the tasks assigned to the Key Personnel whom they have replaced.  A temporary 	replacement shall be identified with immediate effect from the Supplier or the Authority 	becoming aware of the role becoming vacant.
 
11.5  	The Authority may require the Supplier to remove, or procure the removal of, any of its Key 	Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason 	which has a material impact on such person’s responsibilities.
	 
11.6  	If the Supplier replaces the Key Personnel as a consequence of this clause 11, the cost of 	effecting such replacement shall be borne by the Supplier.

12.  	OTHER PERSONNEL USED TO PROVIDE THE SERVICES  
 
12.1  	At all times, the Supplier shall ensure that:
 
(a)	each of the Supplier’s Personnel is suitably qualified, adequately trained and capable of      providing the applicable Services in respect of which they are engaged;
(b)	there is an adequate number of Supplier’s Personnel to provide the Services properly;
(c)	only those people who are authorised by the Supplier (under the authorisation procedure to be agreed between the parties) are involved in providing the Services; and
(d)	all of the Supplier’s Personnel comply with all of the Authority’s policies including those that    apply to persons who are allowed access to the applicable Authority’s Premises.
 
12.2  	The Authority may refuse to grant access to, and remove, any of the Supplier’s Personnel who 	do not comply with any such policies, or if they otherwise present a security threat.
 
12.3  	The Supplier shall replace any of the Supplier’s Personnel who the Authority reasonably 	decides have failed to carry out their duties with reasonable skill and care.  Following the 	removal of any of the Supplier’s Personnel for any reason, the Supplier shall ensure such 	person is replaced promptly with another person with the necessary training and skills to meet 	the requirements of the Services.
 
12.4	The Supplier shall maintain up-to-date personnel records on the Supplier’s Personnel engaged 	in the provision of the Services and shall provide information to the Authority as the Authority 	reasonably requests on the Supplier’s Personnel.  The Supplier shall ensure at all times that it 	has the right to provide these records in compliance with the applicable Data Protection 	Legislation.
 
12.5 	The Supplier shall use its reasonable endeavours to ensure continuity of personnel and to 	ensure that the turnover rate of its staff engaged in the provision or management of the Services 	is at least as good at the prevailing industry norm for similar services, locations and 	environments.

13.  [SAFEGUARDING CHILDREN AND VULNERABLE ADULTS  

13.1 	The parties acknowledge that the Supplier is a Regulated Activity Provider with ultimate 	responsibility for the management and control of the Regulated Activity provided under this 	Contract and for the purposes of the Safeguarding Vulnerable Groups Act 2006.

13.2 	The Supplier shall:
(a)	ensure that all individuals engaged in Regulated Activity are subject to a valid enhanced disclosure check for regulated activity undertaken through the Disclosure and Barring Service (DBS); and
(b)	monitor the level and validity of the checks under this Clause 16.2 for each member of staff;
(c)	not employ or use the services of any person who is barred from, or whose previous conduct or records indicate that he or she would not be suitable to carry out Regulated Activity or who may otherwise present a risk to service users.

13.3 	The Supplier warrants that at all times for the purposes of this Contract it has no reason to 	believe that any person who is or will be employed or engaged by the Supplier in the provision 	of the Services is barred from the activity in accordance with the provisions of the Safeguarding 	Vulnerable Groups Act 2006 and any regulations made thereunder, as amended from time to 	time.

13.4 	The Supplier shall immediately notify the Authority of any information that it reasonably 	requests to enable it to be satisfied that the obligations of this Clause 13 have been met.

13.5  	The Supplier shall refer information about any person carrying out the Services to the DBS 	where it removes permission for such person to carry out the Services (or would have, if such 	person had not otherwise ceased to carry out the Services) because, in its opinion, such person 	has harmed or poses a risk of harm to [the service users OR children OR vulnerable adults].

CONTRACT MANAGEMENT

14.  	REPORTING 
 
The Supplier shall provide the Management Reports in the form and at the intervals set out in 	Schedule 4.
 
15.  	MONITORING  

15.1  	The Authority may monitor the performance of the Services by the Supplier.
 
15.2  	The Supplier shall co-operate, and shall procure that its Sub-Contractors co-operate, with the 	Authority in carrying out the monitoring referred to in clause 15.1 at no additional charge to the 	Authority.
 
16.  	CHANGE CONTROL, BENCHMARKING AND CONTINUOUS IMPROVEMENT  
 
16.1  	Any requirement for a Change shall be subject to the Change Control Procedure.
 
16.2  	The Supplier shall have an ongoing obligation throughout the Term to identify new or potential improvements to the Services. As part of this obligation the Supplier shall identify and report to the Authority’s Authorised Representative, annually throughout the Initial Term, on the following list, or as requested by the Authority: 
 
(a)	the emergence of new and evolving relevant technologies which could improve the Services;
(b)	new or potential improvements to the Services including the quality, responsiveness, procedures, benchmarking methods, performance mechanisms and customer support services in relation to the Services;
(c)	new or potential improvements to the interfaces or integration of the Services with other    services provided by third parties or the Authority which might result in efficiency or productivity gains or in reduction of operational risk; and
(d)	changes in ways of working that would enable the Services to be delivered at lower costs and/or bring greater benefits to the Authority.
 
16.3  	Any potential Changes highlighted as a result of the Supplier’s reporting in accordance with 	clause 14.2 shall be addressed by the parties using the Change Control Procedure.
 
17.  	DISPUTE RESOLUTION  
 
17.1  	If a dispute arises out of or in connection with this agreement or the performance, validity or 	enforceability of it (Dispute) then except as expressly provided in this agreement, the parties 	shall follow the procedure set out in this clause:
 
(a)	either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Authorised Representatives shall attempt in good faith to resolve the Dispute;

(b)	if the Authorised Representatives are for any reason unable to resolve the Dispute within    30 days of service of the Dispute Notice, the Dispute shall be referred to the Authority’s    Corporate Director [RELEVANT DIRECTOR] and the Supplier’s [SENIOR OFFICER TITLE] who shall attempt in good faith to resolve it; and

(c)	if the Authority’s [SENIOR OFFICER TITLE] and the Supplier’s [SENIOR OFFICER TITLE] are for any reason unable to resolve the Dispute within 60 days of it being referred to    them, the parties will attempt to settle it by mediation in accordance with the CEDR Model	    Mediation Procedure.  Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR.  To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting mediation.  A copy of the ADR notice should be sent to CEDR Solve.  The mediation will start not later than 60 days after the date of the ADR notice.
 
17.2  	The commencement of mediation shall not prevent the parties commencing or continuing court 	proceedings in relation to the Dispute under clause 40 which clause shall apply at all times.

18.  	SUB-CONTRACTING AND ASSIGNMENT  
 
18.1  	Subject to clause 18.3, neither party shall assign, novate, subcontract or otherwise dispose of 	any or all of its rights and obligations under this agreement without the prior written consent of 	the other party, neither may the Supplier sub-contract the whole or any part of its obligations 	under this agreement except with the express prior written consent of the Authority, such 	consent not to be unreasonably withheld.
 
18.2 	In the event that the Supplier enters into any Sub-Contract in connection with this agreement it 	shall:
 
(a)	remain responsible to the Authority for the performance of its obligations under the agreement notwithstanding the appointment of any Sub-Contractor and be responsible for the acts omissions and neglects of its Sub-Contractors;
(b)	impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this agreement and shall procure that the Sub-Contractor complies with such terms; and
(c)	provide a copy, at no charge to the Authority, of any such Sub-Contract on receipt of a request for such by the Authority’s Authorised Representative.
	 
18.3	The Authority shall be entitled to novate (and the Supplier shall be deemed to consent to any 	such novation) the agreement to any other body which substantially performs any of the 	functions that previously had been performed by the Authority.

LIABILITY

19.  	INDEMNITIES  

19.1  	The Supplier shall indemnify and keep indemnified the Authority against all liabilities, costs, 	expenses, damages and losses incurred by the Authority arising out of or in connection with:

	(a)  the Supplier’s breach or negligent performance or non-performance of this agreement;

(b)  any claim made against the Authority arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or     failure or delay in performance of this agreement by the Supplier or Supplier Personnel;

	(c)  the enforcement of this agreement.

19.2  	The indemnity under clause 19.1 shall apply except insofar as the liabilities, costs, expenses, 	damages and losses incurred by the Authority are directly caused (or directly arise) from the 	negligence or breach of this agreement by the Authority or its Representatives.

20.  	LIMITATION OF LIABILITY  
 
20.1	Subject to clause 20.2, neither party shall be liable to the other party, whether in contract, tort 	(including negligence), breach of statutory duty, or otherwise, for any indirect or consequential 	loss arising under or in connection with this agreement.
 
20.2  	Notwithstanding the provisions of clause 20.1, but subject to clause 20.4, the Supplier 	assumes responsibility for and acknowledges that the Authority may, amongst other things, 	recover:
 
(a)	sums paid by the Authority to the Supplier pursuant to this agreement, in respect of any services not provided in accordance with the agreement;

(b)	wasted expenditure;

(c)	additional costs of procuring and implementing replacements for, or alternatives to, the Services, including consultancy costs, additional costs of management time and other personnel costs and costs of equipment and materials;

(d)	losses incurred by the Authority arising out of or in connection with any claim, demand, fine, penalty, action, investigation or proceeding by any third party (including any Subcontract, Supplier’s Personnel, regulator or customer of the Authority) against the Authority caused by the act or omission of the Supplier;

(e)	any anticipated savings; 

20.3  	Each party shall at all times take all reasonable steps to minimise and mitigate any loss or 	damage arising out of or in connection with this agreement, including any losses for which the 	relevant party is entitled to bring a claim against the other party pursuant to the indemnities in 	this agreement.

21.  	INSURANCE  
 
21.1  	The Supplier shall at its own cost effect and maintain with a reputable insurance company a 	policy or policies of insurance providing as a minimum the following levels of cover:
[REVIEW LEVELS OF INSURANCE WHEN CONSIDERING CONTRACT VALUE – INCREASE IF REQUIRED – THESE LEVELS ARE A MINIMUM – delete text before sending draft contract] 
a)	public liability insurance with a limit of indemnity of not less than £5,000,000 in relation to any one claim or series of claims;
b)	employer’s liability insurance with a limit of indemnity of not less than £5,000,000;
c)	professional indemnity insurance with a limit of indemnity of not less than £5,000,000 [ONLY INCLUDE WHERE CONSULTANCY SERVICES OR SPECIALIST PROFESSIONAL SERVICES ARE TO BE PROCURED].

	(the Required Insurances) in respect of all risks which may be incurred by the Supplier, arising 	out of the Supplier’s performance of the agreement, including death or personal injury, loss of or 	damage to property or any other loss. 
 
21.2  	The Supplier shall give the Authority, on request, copies of all insurance policies referred to in 	this clause or a broker’s verification of insurance to demonstrate that the Required Insurances 	are in place, together with receipts or other evidence of payment of the latest premiums due 	under those policies.
 
21.3	If, for whatever reason, the Supplier fails to give effect to and maintain the Required Insurances, 	the Authority may make alternative arrangements to protect its interests and may recover the 	costs of such arrangements from the Supplier.
 
21.4	The terms of any insurance or the amount of cover shall not relieve the Supplier of any liabilities 	under the agreement.

INFORMATION

22.  	FREEDOM OF INFORMATION  
 
22.1  	The Supplier acknowledges that the Authority is subject to the requirements of the FOIA and the 	EIRs. The Supplier shall:
 
(a)	provide all necessary assistance and cooperation as reasonably requested by the Authority to enable the Authority to comply with its obligations under the FOIA and EIRs;
(b)	transfer to the Authority all Requests for Information relating to this agreement that it 	 	    receives as soon as practicable and in any event within 2 Working Days of receipt;
(c)	provide the Authority with a copy of all Information belonging to the Authority requested in the Request For Information which is in its possession or control in the form that the Authority requires within 5 Working Days (or such other period as the Authority may reasonably specify) of the Authority’s request for such Information; and
(d)	not respond directly to a Request For Information unless authorised in writing to do so by    the Authority.
 
22.2	The Supplier acknowledges that the Authority may be required under the FOIA and EIRs to 	disclose Information (including Commercially Sensitive Information) without consulting or 	obtaining consent from the Supplier. The Authority shall take reasonable steps to notify the 	Supplier of a Request For Information (in accordance with the Secretary of State’s section 45 	Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the 	FOIA) to the extent that it is permissible and reasonably practical for it to do so but 	(notwithstanding any other provision in this agreement) the Authority shall be responsible for 	determining in its absolute discretion whether any Commercially Sensitive Information and/or 	any other information is exempt from disclosure in accordance with the FOIA and/or the EIRs.

23.  	DATA PROTECTION 
 
23.1  	Both Parties will comply with all applicable requirements of the Data Protection Legislation.  This clause 23 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

23.2  	The Parties acknowledge that for the purposes of the Data Protection Legislation, the Authority 	is the Data Controller and the Supplier is the Data Processor.  The only processing that the Supplier is authorised to do by the Authority is in accordance with written instructions and may not be determined by the Supplier.  

23.3	The Supplier will notify the Authority immediately if it considers that any of the Authority’s instructions infringe Data Protection legislation.

23.4	Without prejudice to the generality of clause 23.1, the Authority will ensure that it has all 	necessary appropriate consents and notices in place to enable lawful transfer of the Personal 	Data to the Supplier for the duration and purposes of this agreement.
 
23.5	The Supplier shall provide all reasonable assistance to the Authority in the preparation of any Data Protection Impact Assessment prior to commencing any processing.  Such assistance may, at the discretion of the Contractor, include:

(a)	a systematic description of the envisaged processing operations and the purpose of the processing;
(b)	an assessment of the necessity and proportionality of the processing operations in relation to the Services;
(c)	an assessment of the risks to the rights and freedoms of Data Subjects; and
(d)	the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data.

23.6	Without prejudice to the generality of clause 23.1, the Supplier shall, in relation to any Personal 	Data processed in connection with the performance by the Supplier of its obligations under this 	agreement:
 
(a)	process that Personal Data only on the written instructions of the Authority, unless the Supplier is required to do otherwise by the Law.  If it is so required, the Supplier shall promptly notify the Authority before processing the Personal Data, unless prohibited by Laws;
(b)	ensure that it has in place appropriate technical and organisational measures which have been reviewed and approved by the Authority, to protect against a Data Loss Event having taken account of the:

(i)	nature of the data to be protected;
(ii)	harm that might result from a Data Loss Event;
(iii)	the state of technological development; and 
(iv)	the cost of implementing any measures
 
(c)	the Supplier’s Personnel do not process Personal Data except in accordance with this Agreement;

(d)	it takes all reasonable steps to ensure the reliability and integrity of any Supplier’s Personnel who have access to the Personal Data and ensure that they:
(i)	are aware of and comply with the Supplier’s duties under this clause;
(ii)	are subject to appropriate confidentiality undertakings with the Supplier or any Sub-Processor
(iii)	are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by the Authority or as otherwise permitted by this Agreement; and
(iv)	have undergone adequate training in the use, care, protection and handling of Personal Data; and
 
(e)	not transfer any Personal Data outside of the EU unless the prior written consent of the Authority has been obtained and the following conditions are fulfilled:
 
(i)	the Authority or the Supplier has provided appropriate safeguards in relation to the transfer;
(ii)	the Data Subject has enforceable rights and effective remedies;
(iii)	the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv)	the Supplier complies with the reasonable instructions notified to it in advance by the Authority with respect to the processing of the Personal Data;
 
(f)	at the written direction of the Authority, delete or return Personal Data (and any copies of it) to the Authority on termination of the Agreement unless the Supplier is required by Law to retain the Personal Data.
 
23.7	The Supplier shall notify the Authority immediately and within 48 hours of receipt, if it receives:

(a)	a request from a Data Subject Access Request (or purported Data Subject Access Request);
(b)	a request to rectify, block or erase any Personal Data;
(c)	any other request, complaint or communication relating to either Party’s obligations under the Data Protection Legislation (including any communication from the Information Commissioner);
(d)	a request from any third party for disclosure of Personal Data where compliance with such request as required or purported to be required by Law; or
(e)	becomes aware of a Data Loss Event.

23.8	The Supplier shall provide the Authority with full assistance in relation to either Party’s obligations under the Data Protection Legislation and any complaint, communication or request made under clause 23.7:

(a)	by promptly providing within 5 working days:
i.	the Authority with full details and copies of the complaint, communication or request;
ii.	such assistance as is reasonably requested by the Authority to enable the Authority to comply with a Data Subject Access Request within the relevant timescales set out in the Data Protection Legislation;
iii.	the Authority, at its request, with any Personal Data it holds in relation to a Data Subject; or
iv.	assistance as requested by the Authority with respect to any request from the Information Commissioner’s Office, or any consultation by the Authority with the Information Commissioner’s Office.

(b)	immediately within 24 hours of the request by the Authority following a Data Loss Event;

23.9	The Supplier shall maintain complete and accurate records and information to demonstrate its compliance with this clause 23

23.10	The Supplier shall allow for audits by the Authority or the Authority’s designated auditor 	   	    pursuant to clause 25;

23.11  	Before allowing any Sub-Contractor pursuant to clause 18 to process any Personal Data relating to this agreement, it shall:
 
(a)	notify the Authority in writing of the intended processing by the Sub-Contractor;
(b)	obtain prior written consent from the Authority to the processing;
(c)	ensure that any Sub-Contract imposes obligations on the Sub-Contractor to give effect to the terms set out in this clause 23.
 
23.12  	The Supplier shall remain fully liable for all the acts or omissions of any sub-contractor.

23.13	Either Party may, at any time on not less than 30 Working Days’ written notice to the other party, revise this clause 23 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when incorporated by attachment to this Agreement).
 
24.  	CONFIDENTIALITY  
 
24.1  	Subject to clause 24.2, each party shall keep the other party’s Confidential Information 	confidential and shall not:
 
(a)	use such Confidential Information except for the purpose of performing its rights and obligations under or in connection with this agreement; or
(b)	disclose such Confidential Information in whole or in party to any third party, except as expressly permitted by this clause 24.
 
24.2  	The obligation to maintain confidentiality of Confidential Information does not apply to any Confidential Information:
 
(a)	which the other party confirms in writing is not required to be treated as Confidential    Information;
(b)	which is obtained from a third party who is lawfully authorised to disclose such information    without any obligation of confidentiality;
(c)	which a party is required to disclose by judicial, administrative, governmental or regulatory    process in connection with any action, suit, proceedings or claim or otherwise by applicable 	    Law, including the FOIA or the EIRs;
(d)	which is in or enters the public domain other than through any disclosure prohibited by this	    agreement;
(e)	which a party can demonstrate was lawfully in its prior to receipt from the other party; 
(f)	or which is disclosed by the Authority on a confidential basis to any central government or    regulatory body.
 
24.3  	A party may disclose the other party’s Confidential information to those of its Representatives 	who need to know such Confidential Information for the purposes of performing or advising on 	the party’s obligations under this agreement, provided that:
 
(a)	it informs such Representatives of the confidential nature of the Confidential Information    before disclosure; and
(b)	it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this agreement;
(c)	and at all times, it is liable for the failure of any Representatives to comply with the obligations set out in this clause 24.3.
 
24.4	The provisions of this clause 24 shall survive for a period of 6 years from the Termination Date.
 
25. 	AUDIT  
 
25.1  	During the Term and for a period of 1 year after the Termination Date, the Authority may 	conduct an audit of the Supplier, including for the following purposes:
 
(a)	to verify the accuracy of Charges (and proposed or actual variations to them in accordance    with this agreement) and/or the costs of all suppliers (including Sub-Contractors) of the Services;
(b)	to review the integrity, confidentiality and security of any data relating to the Authority or any    service users;
(c)	to review the Supplier’s compliance with the Data Protection Legislation, the FOIA, in    accordance with clause 23 (Data Protection) and clause 22 (Freedom of Information) and   	    any other legislation applicable to the Services;
(d)	to review any records created during the provision of the Services;
(e)	to review any books of account kept by the Supplier in connection with the provision of the Services;
(f)	to carry out the audit and certification of the Authority’s accounts;
(g)	to carry out an examination pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources;
(h)	to verify the accuracy and completeness of the Management Reports delivered or required by this agreement.
 
25.2  	Except where an audit is imposed on the Authority by a regulatory body, the Authority may not 	conduct an audit under this clause 25 more than once in any calendar year.
 
25.3  	The Authority shall use its reasonable endeavours to ensure that the conduct of each audit does 	not unreasonably disrupt the Supplier or delay the provision of the Services.
 
25.4  	Subject to the Authority’s obligations of confidentiality, the Supplier shall on demand provide the 	Authority and any relevant regulatory body (and/or their agents or representatives) with all 	reasonable co-operation and assistance in relation to each audit, including:
 
(a)	all information requested by the above persons within the permitted scope of the audit;
(b)	reasonable access to any sites and to any equipment used (whether exclusively or non-exclusively) in the performance of the Services; and
(c)	access to the Supplier’s Personnel.
 
25.5  	The Authority shall endeavour to (but is not obliged to) provide at least 15 Working Days’ 	notice	of its intention or, where possible, a regulatory body’s intention, to conduct an audit.
 
25.6  	The parties agree that they shall bear their own respective costs and expenses incurred in 	respect of compliance with their obligations under this clause, unless the audit identifies a 	material failure to perform its obligations under this agreement in any material manner by the 	Supplier in which case the Supplier shall reimburse the Authority for all the Authority’s 	reasonable costs incurred in the course of the audit.
 
25.7	If an audit identifies that:
 
(a)	the Supplier has failed to perform its obligations under this agreement in any material manner, the parties shall agree and implement a remedial plan.  If the Supplier’s failure relates to a failure to provide any information to the Authority about the Charges, proposed Charges or the Supplier’s costs, then the remedial plan shall include a requirement for the provision of all such information;
(b)	the Authority has overpaid any Charges, the Supplier shall pay to the Authority the amount overpaid within 20 days.  The Authority may deduct the relevant amount from the Charges if the Supplier fails to make this payment; and
(c)	the Authority has underpaid any Charges, the Authority shall pay to the Supplier the amount of the under-payment less the cost of audit incurred by the Authority if this was due to a default by the Supplier in relation to invoicing within 20 days.
 
26.  	INTELLECTUAL PROPERTY  
 
26.1	In the absence of prior written agreement by the Authority to the contrary, all Intellectual 	Property Rights created by the Supplier or Supplier’s Personnel:
 
	(a)  in the course of performing the Services; or
 
	(b)  exclusively for the purpose of performing the Services,
 
	shall vest in the Authority on creation.
 
26.2 	The Supplier shall indemnify the Authority against all claims, demands, actions, costs, expenses 	(including legal costs and disbursements on a solicitor and client basis), losses and damages 	arising from or incurred by reason of any infringement or alleged infringement (including the 	defence of such alleged infringement) of any Intellectual Property Right by the availability of the 	Services, except to the extent that they have been caused by or contributed to by the Authority’s 	acts or omissions.

TERMINATION

27.  	TERMINATION FOR BREACH  
 
27.1	 The Authority may terminate this agreement in whole or part with immediate effect by the 	 	 service of written notice on the Supplier in the following circumstances:
 
a)	if the Supplier is in breach of any material obligation under this agreement provided that if the breach is capable of remedy, the Authority may only terminate this agreement under this clause 26.1 if the Supplier has failed to remedy such breach within 14 days of receipt of notice from the Authority (a Remediation Notice) to do so;
b)	if a Consistent Failure has occurred;
c)	if a Catastrophic Failure has occurred;
d)	if there is an Insolvency Event.
e)	if there is a change of control of the Supplier within the meaning of section 1124 of the Corporation Tax Act 2010.
f)	the Authority reasonably believes that the circumstances set out in regulation 73(1) of the Public Contracts Regulations 2015 apply.
 
27.2  	The Authority may terminate this agreement in accordance with the provisions of Clause 28 and 	Clause 29.
 
27.3	If this agreement is terminated by the Authority pursuant to this clause 27 such termination 	shall be at no loss or cost to the Authority and the Supplier hereby indemnifies the Authority 	against any such losses or costs which the Authority may suffer as a result of any such 	termination.
 
27.4	The Supplier may terminate this agreement in the event that the Authority commits a 	Termination Payment Default by giving 30 days’ written notice to the Authority.  In the event that the Authority remedies the Termination Payment Default in the 30 day notice period, the 	Supplier’s notice to terminate this agreement shall be deemed to have been withdrawn.
 
28.  	FORCE MAJEURE  
 
28.1	Provided it has complied with the remaining provisions of this clause 28, if a party is prevented, 	hindered or delayed in or from performing any of its obligations under this agreement by a Force 	Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or 	otherwise liable for any such failure or delay in the performance of such obligations.

28.2	The corresponding obligations of the other party will be suspended to the same extent as those 	of the Affected Party.
 
28.3	The Affected Party shall:
 
(a)	as soon as reasonably practicable after the start of the Force Majeure Event notify the other party in writing of the Force Majeure Event, the date on which it started, its likely potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
(b)	use all reasonable endeavours to mitigate the effect of the Force Majeure Event.
 
28.4 	An Affected Party cannot claim relief if the Force Majeure Event is attributable to the Affected 	Party’s wilful act, neglect or failure to take reasonable precautions against the relevant Force 	Majeure Event.  The Supplier cannot claim relief if the Force Majeure Event is one which, in 	accordance with Best Industry Practice, the Supplier should have foreseen and provided for the 	cause in question.
 
28.5  	The Affected Party shall notify the other party in writing as soon as practicable after the Force 	Majeure Event ceases or no longer causes the affected party to be unable to comply with its 	obligations under this agreement.  Following such notification, this agreement shall continue to 	be performed on the terms existing immediately before the occurrence of the Force Majeure 	Event unless agreed otherwise by the parties. 

29.  	PREVENTION OF BRIBERY  

29.1	The Supplier represents and warrants that neither it, nor to the best of its knowledge any 	Supplier’s Personnel, have at any time prior to the Commencement Date:
 
(a)	committed a Prohibited Act or been formally notified that it is subject to an investigation or    prosecution which relates to an alleged Prohibited Act; and/or
(b)	been listed by any government department or agency as being debarred, suspended,   	    proposed for suspension or debarment, or otherwise ineligible for participation in    government procurement programmes or contracts on the grounds of a Prohibited Act.

29.2	The Supplier shall not during the Term:
 
(a)	commit a Prohibited Act; and/or
(b)	do or suffer anything to be done which would cause the Authority or any of the Authority’s employees, consultants, contractors, sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act.
 
29.3	The Supplier shall during the Term:
 
(a)	establish, maintain and enforce, and require that its Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and
(b)	keep appropriate records of its compliance with its obligations under clause 29.3(a) and make such records available to the Authority on request.

29.4	The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach 	of clause 29.1 and/or clause 29.2, or has reason to believe that it has or any of the Supplier’s 	Personnel have:
 
(a)	been subject to an investigation or prosecution which relates to an alleged Prohibited Act;

(b)	been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or

(c)	received a request or demand for any undue financial or other advantage of any kind in 	     connection with the performance of this agreement or otherwise suspects that any person or Party directly or indirectly connected with this agreement has committed or attempted to commit a Prohibited Act.
 
29.5	If the Supplier makes a notification to the Authority pursuant to clause 29.4, the Supplier shall 	respond promptly to the Authority’s enquiries, co-operate with any investigation, and allow the 	Authority to audit any books, records and/or any other relevant documentation in accordance 	with clause 25.
 
29.6	If the Supplier is in Default under clause 29.1 and/or clause 29.2, the Authority may by notice:
 
(a)	require the Supplier to remove from performance of this agreement any Supplier’s Personnel whose acts or omissions have caused the Default; or
(b)	immediately terminate this agreement.

29.7 	Any notice served by the Authority under clause 29.6 shall specify the nature of the Prohibited 	Act, the identity of the Party who the Authority believes has committed the Prohibited Act and 	the action that the Authority has elected to take (including, where relevant, the date on which 	this agreement shall terminate).

30.  	CONSEQUENCES OF TERMINATION OR EXPIRY  
 
30.1	On the expiry of the Term or if this agreement is terminated in whole or in part for any reason, 	the provisions of the Exit Management Plan shall come into effect and the Supplier shall 	co-operate fully with the Authority to ensure an orderly migration of the Services to the Authority 	or, at the Authority’s request, a Replacement Supplier.
 
30.2	On termination or expiry of this agreement the Supplier shall procure that all data and other material belonging to the Authority (and all media of any nature containing information and data belonging to the Authority or relating to the Services), shall be delivered to the Authority forthwith and the Supplier shall certify full compliance with this clause.
 
30.3	Any provision of this agreement that expressly or by implication is intended to come into or 	continue force on or after termination or expiry, including clause 19 (Indemnities), clause 20 	(Limitation of Liability), Clause 21 (Insurance), Clause 22(Freedom of Information), Clause 23 	(Data Protection), Clause 24 (Confidentiality), Clause 25 (Audit), Clause 27 (Termination for 	Breach) and this Clause 30 (Consequences of termination), shall remain in full force and 	effect.
 
30.4	Termination or expiry of this agreement shall not affect any rights, remedies, obligations or 	liabilities of the parties that have accrued up to the date of termination or expiry, including the 	right to claim damages in respect of any breach of the agreement which existed at or before the 	Termination Date.
 
GENERAL PROVISIONS

31.  	WAIVER  
 
     	No failure or delay by a party to exercise any right or remedy provided under this agreement or 	by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or 	restrict the further exercise of that or any other right or remedy.  No single or partial exercise of 	such right or remedy shall prevent or restrict the further exercise of that or any other right or 	remedy.
 
32.  	RIGHTS AND REMEDIES  
 
  	The rights and remedies provided under this agreement are in addition to, and not exclusive of, 	any rights or remedies provided by law. 

33.  	SEVERABILITY  
 
33.1 	If any provision or part-provision of this agreement is or becomes invalid, illegal or 	unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability 	of the rest of this agreement.
 
33.2	If any provision or part-provision of this agreement is deemed deleted under clause 32.1, the 	parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent 	possible, achieves the intended commercial result of the original provision.
 
34.  	PARTNERSHIP OR AGENCY  
 
34.1	Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or 	joint venture between any of the parties, constitute any party the agent of another party, or 	authorise any party to make or enter into any commitments for or on behalf of any other party. 	
 
34.1	Each party confirms it is acting on its own behalf and not for the benefit of any other person.

35.  	THIRD PARTY RIGHTS  
 
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 	1999 to enforce any term of this agreement. 
 
36.  	PUBLICITY  
 
	The Supplier shall not:
 
	(a)  make any press announcements or publicise this agreement or its contents in any way; or
 
	(b)  use the Authority’s name or logo in any promotion or marketing or announcement of orders,
 
	except as required by law, any government or regulatory authority, any court or other authority 	of competent jurisdiction, without the prior written consent of the Authority, which shall not be 	unreasonably withheld or delayed.

37. 	NOTICES  
 
37.1	Any notice given to a party under or in connection with this contract shall be in writing marked 	for the attention of the party’s Authorised Representative and shall be:
 
(a)  	delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
 
37.2	Any notice shall be deemed to have been received:
 
(a)	if delivered by hand, on signature of a delivery receipt;
(b)	if sent by pre-paid first-class post or other next working day delivery service, on the second Working Day after posting or at the time recorded by the delivery service.
 
37.3	This clause does not apply to the service of any proceedings or other documents in any legal 	action or, where applicable, any arbitration or other method of dispute resolution.
 
38.  	ENTIRE AGREEMENT  
 
38.1	This agreement and the documents referred to in it constitutes the entire agreement between 	the parties and supersedes and extinguishes all previous agreements, promises, assurances, 	warranties, representations and understandings between them, whether written or oral, relating 	to its subject matter.
 
38.2	Each party agrees that it shall have no remedies in respect of any statement, representation, 	assurance or warranty (whether made innocently or negligently) that is not set out in this 	agreement. Each party agrees that it shall have no claim for innocent or negligent 	misrepresentation [or negligent misstatement] based on any statement in this agreement.

 39.  	COUNTERPARTS  
 
    	This agreement may be executed in any number of counterparts, each of which when executed 	and delivered shall constitute an original of this agreement, but all the counterparts shall 	together constitute the same agreement. 
 
40. 	GOVERNING LAW  
 
    	This agreement and any dispute or claim arising out of or in connection with it or its subject 	matter or formation (including non-contractual disputes or claims) shall be governed by and 	construed in accordance with the law of England and Wales.
 
41.  	JURISDICTION  
 
    	Each party irrevocably agrees that the courts of England and Wales shall have exclusive 	jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its 	subject matter or formation (including non-contractual disputes or claims).
 
This agreement has been entered into on the date stated at the beginning of it.

The COMMON SEAL of

TENDRING DISTRICT COUNCIL

was hereunto affixed in the

presence of:
							……………………………….
							Solicitor for an on behalf of
							the Council

Signed by [INSERT NAME OF DIRECTOR]
for and on behalf of [INSERT NAME OF SUPPLIER]

	
	         ………………………….
         Director	

SCHEDULE 1
Services Specification:

SERVICES

1.	BACKGROUND
1.1	
2.	OBJECTIVES
The main objectives of the Services are to ensure that throughout the Term the supplier shall provide the following:

2.1	The Provision of: 

2.2	

THIS AGREEMENT IS TO BE USED FOR CONTRACTS WHERE DATA PROCESSING IS AN ELEMENT OF THE SERVICE, FOR EXAMPLE (but not exclusively) HOUSEHOLDERS NAMES AND ADDRESSES AND PERSONAL DATA RELATING TO INDIVIDUALS.  THE SPECIFICATION REQUIREMENTS SHOULD INCLUDE A BASIC STANDARD OF HOW THE CONTRACTOR WOULD BE EXPECTED TO PROCESS PERSONAL DATA. 
IF IN DOUBT AS TO WHETHER THE CONTRACTUAL REQUIREMENTS CONTAIN PROCESSING PERSONAL DATA, PLEASE LIAISE AND CONSULT WITH YOUR DEPARTMENTAL DATA PROTECTION REPRESENTATIVE (THEY CAN ALSO ASSIST WITH THE IMPACT ASSESSMENT). 
THERE IS A REQUIREMENT FOR THE SUPPLIER ONCE SELCTED TO WORK WITH THE COUNCIL TO PRODUCE A DATA PROTECTION IMPACT ASSESSMENT, THIS WOULD BE UNDERTAKEN AFTER THE AWARD OF CONTRACT BUT PRIOR TO PROCESSING ANY PERSONAL DATA.  
HOWEVER, IF THERE ARE ANY SPECIFIC BASIC OPERATIONAL REQUIREMENTS THE CONTRACTING DEPARTMENT WOULD EXPECT THROUGH PERFORMANCE OF THIS CONTRACT, THESE SHOULD BE HIGHLIGHTED AT THE OUTSET AND DETAILED WITHIN THE SPECIFICATION, SO THAT THE TENDERERS ARE AWARE.
DELETE THIS TEXT AFTER INSERTING THE RELEVANT REQUIREMENTS

SCHEDULE 1 - APPENDIX 1
SERVICE / PERFORMANCE REQUIREMENTS
1.	Quality of Service [EXAMPLE BELOW – delete anything not required]
1.1	The Supplier must at all times be in possession of a valid and current [professional/technical/qualification/licence/data protection registration or reference number].
1.2	All Suppliers’ staff employed to perform the Services are representing the Authority to the public and as such they must behave to the highest standard at all times.  In particular, communication (written and oral) with members of the public must be kept to a minimum and Supplier’s staff shall only deal with enquiries or complaints by providing the contact details for the Authority.  
1.3	The Supplier shall undertake the Services promptly and accurately and in accordance with any instructions given by the Authority in connection with the performance of the Services.  The Supplier shall ensure that all work performed shall be to a high professional standard and that appropriate management controls and mechanisms are in place to ensure consistent quality of service.
1.4	The Supplier shall co-operate fully with the investigation of any complaint by the Authority, and members of the Supplier’s staff shall, within a reasonable time, provide statements, records and photographs, attend meetings and interviews, and act as witnesses, as may be applicable.  
1.5	The Supplier must demonstrate to the Authority’s satisfaction that it has a training program in place to ensure that all staff carrying out the Services are fully trained, skilled and competent to carry out their allotted tasks.  
1.6	The Supplier will be expected to react promptly to requests for advice or assistance from the Authority.
1.7	The Supplier must provide a named out of hours contact point and, in the case of an emergency, or an urgent requirement for assistance, respond within 2 hours of receiving a request.  
1.8	All staff of the Supplier’s carrying out the contract pursuant to the Services must:
•	wear identifiable uniforms of the Supplier; 
•	wear appropriate safety equipment in accordance with all relevant laws; 
•	carry detailed identification provided by the Supplier, to be produced to any Council representative on request; and
•	have passed rigorous background security checks.  

2.	Continuous Improvement 
	The Supplier’s will be responsible for the continued development of the Services, and must work 	with the Authority in carrying out its ‘Best Value’ requirements under the Local Government Act 	1999.  This will involve the Supplier identifying the changing needs of the Council and 	proposing amendments/innovations in relation to the provision of the Services.  All proposed 	changes must be presented to the Authority for approval before implementation. 

SCHEDULE 1 - APPENDIX 2
IDENTIFY ANY SITES/LOCATIONS RELEVANT TO PROVSION OF CONTRACT

SCHEDULE 2
SUPPLIER’S TENDER

Consisting of the following documentation:
•	Tender submission dated …. including pricing
•	Insert any additional correspondence/clarifications

SCHEDULE 3
CHARGES AND PAYMENT
1.	Calculation of the Charges
The Charges shall be calculated on the basis of the rates and prices set out in this Schedule. 
2.	Charges based on a fixed price 

3.	Payment Plan
The Supplier shall invoice the Authority for payment of the charges incurred monthly in arrears at the end of each calendar month. 
INCLUDE ANY MATTERS TO BE PARTICULARISED ON THE INVOICE
4.	Termination Payment Default
In the event that at any time undisputed Charges of £[AMOUNT] have been overdue for payment for a period of [60] days or more, the Authority will have committed a Termination Payment Default. 

SCHEDULE 4
CONTRACT MANAGEMENT
1.	Authorised representatives
1.1	The Authority's initial Authorised Representative:
[INSERT DETAILS] 
1.2	The Supplier's initial Authorised Representative: 
[SUPPLIER TO INSERT DETAILS]

2.	Key personnel
[SUPPLIER TO INSERT DETAILS]

3.	Reports
3.1	Type:
(a)	Written statement for the previous month, of ------------------------------------------------ 	including a written breakdown of:
(i)	X
(ii)	Y
(iii)	Z.
(b)	identified improvements [review and amend as required]
3.2	Frequency:
(a)	Monthly
(b)	Annually (if required) [review and amend as required]
3.3	Circulation list – sent to [INSERT DETAILS] 

SCHEDULE 5

CHANGE CONTROL
1.	General principles
1.1	Where the Authority or the Supplier sees a need to change this agreement, the Authority may at any time request, and the Supplier may at any time recommend, such Change only in accordance with the Change Control Procedure set out in paragraph 9 of this Schedule 5.
1.2	Until such time as a Change is made in accordance with the Change Control Procedure, the Authority and the Supplier shall, unless otherwise agreed in writing, continue to perform this agreement in compliance with its terms before such Change.
1.3	Any discussions which may take place between the Authority and the Supplier in connection with a request or recommendation before the authorisation of a resultant Change shall be without prejudice to the rights of either party. 
1.4	Any work undertaken by the Supplier and the Supplier's Personnel which has not been authorised in advance by a Change, and which has not been otherwise agreed in accordance with the provisions of this Schedule 5, shall be undertaken entirely at the expense and liability of the Supplier.
2.	Procedure
2.1	Discussion between the Authority and the Supplier concerning a Change shall result in any one of the following:
(a)	no further action being taken; or
(b)	a request to change this agreement by the Authority; or
(c)	a recommendation to change this agreement by the Supplier. 
2.2	Where a written request for an amendment is received from the Authority, the Supplier shall, unless otherwise agreed, submit two copies of a Change Control Note (a written record of the agreed change) signed by the Supplier to the Authority within three weeks of the date of the request.
2.3	A recommendation to amend this agreement by the Supplier shall be submitted directly to the Authority in the form of two copies of a Change Control Note signed by the Supplier at the time of such recommendation. The Authority shall give its response to the Change Control Note within three weeks.
2.4	Each Change Control Note or equivalent shall contain: 
(a)	the title of the Change;
(b)	the originator and date of the request or recommendation for the Change; 
(c)	the reason for the Change; 
(d)	full details of the Change, including any specifications; 
(e)	the price, if any, of the Change;
(f)	a timetable for implementation, together with any proposals for acceptance of the Change; 
(g)	a schedule of payments if appropriate;
(h)	details of the likely impact, if any, of the Change on other aspects of this agreement including:
(i)	the timetable for the provision of the Change; 
(ii)	the personnel to be provided; 
(iii)	the Charges;  
(iv)	the Documentation to be provided; 
(v)	the training to be provided; 
(vi)	working arrangements; 
(vii)	other contractual issues;
(i)	the date of expiry of validity of the Change Control Note; and  
(j)	provision for signature by the Authority and the Supplier.
2.5	For each Change Control Note submitted by the Supplier the Authority shall, within the period of the validity of the Change Control Note:
(a)	allocate a sequential number to the Change Control Note; and
(b)	evaluate the Change Control Note and, as appropriate:
(i)	request further information;
(ii)	accept the Change Control Note by arranging for two copies of the Change Control Note to be signed by or on behalf of the Authority and return one of the copies to the Supplier; or
(iii)	notify the Supplier of the rejection of the Change Control Note. 
2.6	Any written record of the agreed change will constitute a Change Control Note signed by the Authority and by the Supplier shall constitute an amendment to this agreement.

SCHEDULE 6
COMMERCIALLY SENSITIVE INFORMATION

UNLESS COMMERICAL SENSITIVE INFORMATION HAS BEEN IDENTIFIED BY THE SUPPLIER THE TEXT WILL READ:

“No commercial sensitive information has been identified by the Supplier”.

Delete following text after contract award:

SUPPLIERS ARE ADVISED TO NOTE THE REQUIREMENTS ON LOCAL GOVERNMENT UNDER THE TRANSPARENCY CODE 2015 & REFER TO THE CROWN COMMERICAL SERVICE PROCUREMENT POLICY NOTE 13/15 DATED 31.07.15.
In March 2015, the Government published a set of general transparency principles that require public contracting authorities to proactively disclose contract and related information that may previously have been withheld on grounds of commercial confidentially.  This new presumption in favour of disclosure of information requires contracting authorities to set out in advance of a contract award, the types of information to be disclosed to the public, and then publish that information in an accessible format.
The Council is required to publish details of any contract and other legally enforceable agreements with a value that exceeds £5,000.  For each contract the following details must be published:
•	Any reference number and title of the agreement
•	Local authority department responsible
•	Description of the goods and/or services being provided
•	Supplier name and details
•	Sum to be paid over the length of the contract or the estimated annual spending or budget of the contract
•	Value Added Tax that cannot be recovered
•	Start, end and review dates
•	Whether or not the contract was as a result of an invitation to quote or a published invitation to tender
•	Whether or not the supplier is a small or medium sixed enterprise and/or a voluntary or community sector organisation and where it is, provide the relevant registration number.

TYPES OF INFORMATION FOR DISCLOSURE ALSO MIGHT INCLUDE:
•	Contract price and any incentivisation mechanisms

•	Performance metrics and management of them
•	Plans for management and underperformance and its financial impact
•	Governance arrangements including through supply chains where significant contract value rests with sub-contractors
•	Resource plans
•	Service improvement plans.

TENDRING DISTRICT COUNCIL’S APPROACH IS TO FOLLOW STANDARD ADOPTED PRACTICE AND PUBLISH A COMPLETE COPY OF THE CONTRACT, AFTER AWARD, PROVIDING ALL THIS INFORMATION AND DATA, WITH ANY COMMERCIALLY SENSITIVE DATA REDACTED.  THEREFORE, THE SUPPLIER IS REQUIRED TO IDENTIFY WHICH INFORMATION THEY REGARD AS COMMERCIALLY SENSITIVE (in making this assessment, suppliers should take into account the Council’s requirements under Clause 18.2 and the notification contained within this Schedule 6).

SCHEDULE 7
AUTHORITY’S PREMISES AND ASSETS
[DETAILS OF AUTHORITY PREMISES AND ANY APPLICABLE LEASES OR LICENCES TO BE INSERTED & AUTHORITY’S ASSETS TO WHICH THE CONTRACTOR WILL HAVE ACCESS TO – reference clause 8]

DELETE THIS SCHEDULE IF NOT REQUIRED