ࡱ> .2)*+,- Dbjbj 4j*x00=>=>=>=>=>Q>Q>Q>8><?lQ>c1FGFGFGFGFGGGcccccccfJiDc=>GGGGGc=>=>GFGFHcqJqJqJG=>GF=>GFcqJGcqJqJn_ bGF=XQ>uH` wcc0c`@iuHi@ bi=> blGGqJGGGGGccqJGGGcGGGGiGGGGGGGGG0 =:  (1) NORTHAMPTONSHIRE COUNTY COUNCIL (2) [ ] (the Supplier) AGREEMENT for the provision of [ ]WORKS  INCLUDEPICTURE "cid:image001.png@01CCD6C7.2E0FDFD0" \* MERGEFORMAT Northamptonshire County Council LGSS Law and Governance John Dryden House The Lakes Northampton NN1 7YD Ref: O-00[ ] THIS AGREEMENT is made on [ ] BETWEEN (1)NORTHAMPTONSHIRE COUNTY COUNCIL of County Hall, Northampton, Northamptonshire NN1 1AW (NCC); (2)[ ] (Company Registration No [ ]) whose registered office is [ ] (the Supplier) IT IS AGREED AS FOLLOWS 1. BACKGROUND: In reliance upon that skill, knowledge and experience NCC appoints the Supplier to carry out necessary Works at Sites and the Supplier agrees to accept the appointment on the following terms. A. GENERAL PROVISIONS A1 Definitions and Interpretation A1.1 In this Contract unless the context otherwise requires the following terms shall have the meanings given to them below: Approvalthe written consent of NCC;Commencement Datethe [ ];Commercially Sensitive Informationthe information listed in Schedule 3 comprised of information:(a)which is provided by the Supplier to NCC in confidence for the period set out in that Schedule; and/or (b)that constitutes a trade secret.;Confidential Information(a)any information which has been designated as confidential by either Party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information the disclosure of which would, or would be likely to, prejudice the commercial interests of any person, trade secrets, Intellectual Property Rights and know-how of either Party and all personal data and sensitive personal data within the meaning of the DPA. Confidential Information shall not include information which:(i)was public knowledge at the time of disclosure (otherwise than by breach of clause E3 (Confidential Information));(ii)was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party;(iii)is received from a third party (who lawfully acquired it) without restriction as to its disclosure; or(iv)which is independently developed without access to the Confidential Information;Contractthis written agreement between NCC and the Supplier consisting of these clauses and any attached Schedules;Contracting Authorityany contracting authority as defined in Regulation 3 of the Public Contracts Regulations 2006; Contract Periodthe period from the Commencement Date to the date of expiry set out in clause A3(Contract Period) or such earlier date of termination or partial termination of the Contract in accordance with the Law or the provisions of the Contract; Contract Pricethe price (exclusive of any applicable VAT) payable to the Supplier by NCC under the Contract, as set out in Schedule 2 (Pricing), for the full and proper performance by the Supplier of its obligations under the Contract.;CRBa current enhanced CRB check and or certificate (as defined in the Police Act 1997) or its replacement;Crownthe government of the United Kingdom (including the Northern Ireland Executive Committee and Northern Ireland Departments, the Scottish Executive and the National Assembly for Wales), including, but not limited to, government ministers, government departments, government offices and government agencies; Defaultany breach of the obligations of the relevant Party (including but not limited to fundamental breach or breach of a fundamental term) or any other default, act, omission, negligence or negligent statement of the relevant Party in connection with or in relation to the subject-matter of the Contract and in respect of which such Party is liable to the other;DPAthe Data Protection Act 1998 and any subordinate legislation made under such Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation;Environmental Information Regulationsthe Environmental Information Regulations 2004 and any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such regulations;Equipmentthe Suppliers equipment, plant, materials, unused materials, waste and such other items supplied and used by the Supplier in the performance of its obligations under the Contract;Fees Regulationsthe Freedom of Information and Data Protection (Appropriate Limit and Fees) Regulations 2004;FOIAthe Freedom of Information Act 2000 and any subordinate legislation made under this Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation;Force Majeureany event or occurrence which is outside the reasonable control of the Party concerned and which is not attributable to any act or failure to take preventative action by that Party, including fire; flood; violent storm; pestilence; explosion; malicious damage; armed conflict; acts of terrorism; nuclear, biological or chemical warfare; or any other disaster, natural or man-made, but excluding:(a)any industrial action occurring within the Suppliers or any sub-contractors organisation; or (b)the failure by any sub-contractor to perform its obligations under any sub-contract;Fraudany offence under Laws creating offences in respect of fraudulent acts or at common law in respect of fraudulent acts in relation to the Contract or defrauding or attempting to defraud or conspiring to defraud the Crown;Good Industry Practicestandards, practices, methods and procedures conforming to the Law and the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and appropriately experienced, qualified and trained person or body engaged in a similar type of undertaking under the same or similar circumstances;Informationhas the meaning given under section 84 of the FOIA;Intellectual Property Rightspatents, inventions, trade marks, service marks, logos, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registerable or not in any country (including but not limited to the United Kingdom) and the right to sue for passing off;ISAthe body known as the Independent Safeguarding Authority (or its successor or its replacement organisation) set up under the Safeguarding Vulnerable Groups Act 2006 (the SVGA) or its replacement; to oversee the registration of people who wish to work with children or vulnerable adults;Lawany applicable Act of Parliament, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, exercise of the royal prerogative, enforceable community right within the meaning of Section 2 of the European Communities Act 1972, regulatory policy, guidance or industry code, judgment of a relevant court of law, or directives or requirements of any Regulatory Body of which the Supplier is bound to comply; Local Safeguarding Policy and Proceduresthe inter-agency safeguarding children and adults procedures of the county of Northamptonshire;Monthcalendar month;Partya party to the Contract;Pricingthe pricing contained in Schedule 2 (Pricing);Prohibited Act(a)offering, giving or agreeing to give any servant of NCC any gift or consideration of any kind as an inducement or reward for:(i)doing or not doing (or having done or not having done) any act in relation to the obtaining or performance of the Contract or any other agreement with NCC; or(ii)showing favour or disfavour to any person in relation to the Contract or any other agreement with NCC;(b)committing any offence:(i)under the Prevention of Corruption Acts 1889 to 1916, the Local Government Act 1972 and or the Bribery Act 2010;(ii)under legislation creating offences in respect of theft and fraudulent acts;(iii)at common law in respect of fraudulent acts in relation to the Contract or any other agreement with NCC; or(iv)defrauding or attempting to defraud or conspiring to defraud NCC;Propertythe property, other than real property, issued or made available to the Supplier by NCC in connection with the Contract;Quality Standardsthe quality standards published by BSI British Standards, the National Standards Body of the United Kingdom, the International Organisation for Standardization or other reputable or equivalent body, (and their successor bodies) that a skilled and experienced operator in the same type of industry or business sector as the Supplier would reasonably and ordinarily be expected to comply with, and as may be further detailed in the Schedule 1 ([Specification/ Schedule of Works]);Quotethe document(s) submitted by the Supplier to NCC in response to NCCs request for quote to carry out the Work(s);Receiptthe physical or electronic arrival of the invoice at the address of NCC detailed at clause A5.3 or at any other address given by NCC to the Supplier for the submission of invoices;Regulatory Bodiesthose government departments and regulatory, statutory and other entities, committees, ombudsmen and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled to regulate, investigate, or influence the matters dealt with in the Contract or any other affairs of NCC and Regulatory Body shall be construed accordingly;Replacement Supplierany third party supplier appointed by NCC to carry out the Work(s)which are substantially similar to the Work(s)and which NCC receives in substitution for the Work(s)following the expiry, termination or partial termination of the Contract;Request for Informationshall have the meaning set out in FOIA or the Environmental Information Regulations as relevant (where the meaning set out for the term request shall apply);Schedulea schedule attached to, and forming part of, the Contract;Sitesthe location where the Work(s)is to be carried out as set out in the Schedule 1;[Specification/ Schedule of Works]the description of the Work(s) to be carried out at Sites under the Contract as set out in the Schedule 1 ([Specification/ Schedule of Works]) including, where appropriate, any applicable Quality Standards; the location to which the Work(s)is to be delivered and, where relevant, materials supplied and installed; any equipment with which the Work(s)shall be compatible; the date(s) and time(s) of delivery of the Work(s) and any necessary training or instruction to be given to NCC or the end user by the Supplier in connection with the use or maintenance of the Work(s);Staffall persons employed by the Supplier to perform its obligations under the Contract together with the Suppliers servants, agents, suppliers and sub-contractors used in the performance of its obligations under the Contract;Supplierthe person, firm or company with whom NCC enters into the Contract;Valid Invoiceall reports and relevant information about the work carried out, completed and supplied to NCC. Invoices shall only be paid by NCC once works have been completed to NCCs full satisfaction and upon issue of certificate of completion; Variationhas the meaning given to it in clause F3.1 (Variation); VATvalue added tax in accordance with the provisions of the Value Added Tax Act 1994;Work(s)to carry out [mobile works] at the Sites as are to be supplied and or installed by the Supplier (or by the Suppliers sub-contractor) under the Contract as specified in Schedule 1;Working Daya day (other than a Saturday or Sunday) on which banks are open for business in the City of London.  A1.2 The interpretation and construction of the Contract shall be subject to the following provisions: (a) words importing the singular meaning include where the context so admits the plural meaning and vice versa; (b) words importing the masculine include the feminine and neuter; (c) reference to a clause is a reference to the whole of that clause unless stated otherwise; (d) references to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent enactment, modification, order, regulation or instrument as subsequently amended or re-enacted; (e) references to any person shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however constituted and their successors and permitted assigns or transferees; (f) the words include, includes and including are to be construed as if they were immediately followed by the words without limitation; and (g) headings are included in the Contract for ease of reference only and shall not affect the interpretation or construction of the Contract. A2 Clients Obligations Save as otherwise expressly provided, the obligations of NCC under the Contract are obligations of NCC in its capacity as a contracting counterparty and nothing in the Contract shall operate as an obligation upon, or in any other way fetter or constrain NCC in any other capacity, nor shall the exercise by NCC of its duties and powers in any other capacity lead to any liability under the Contract (howsoever arising) on the part of NCC to the Supplier. A3 Contract Period The Contract shall take effect on the Commencement Date and shall expire automatically on [ ], unless it is otherwise terminated in accordance with the provisions of the Contract, or otherwise lawfully terminated. A4 Suppliers Status At all times during the Contract Period the Supplier shall be an independent Supplier and nothing in the Contract shall create a contract of employment, a relationship of agency or partnership or a joint venture between the Parties and accordingly neither Party shall be authorised to act in the name of, or on behalf of, or otherwise bind the other Party save as expressly permitted by the terms of the Contract. A5 Notices A5.1 Except as otherwise expressly provided within the Contract, no notice or other communication from one Party to the other shall have any validity under the Contract unless made in writing by or on behalf of the Party concerned. A5.2 Any notice or other communication which is to be given by either Party to the other shall be given by letter (sent by hand, first class post, recorded delivery or special delivery), or by facsimile transmission or electronic mail (confirmed in either case by letter). Such letters shall be addressed to the other Party in the manner referred to in clause A5.3. Provided the relevant communication is not returned as undelivered, the notice or communication shall be deemed to have been given two (2) Working Days after the day on which the letter was posted, or four (4) hours, in the case of electronic mail or facsimile transmission or sooner where the other Party acknowledges receipt of such letters, facsimile transmission or item of electronic mail. A5.3 For the purposes of clause A5.2, the address of each Party shall be: (a)For NCC :Address:For the attention of:Tel:Fax:Email:(b)For the Supplier:Address:For the attention of:Tel:Fax:Email: A5.4 Either Party may change its address for service by serving a notice in accordance with this clause. A6 Inspection of Sites Save as NCC may otherwise direct, the Supplier is deemed to have inspected the Sites prior to carrying out the Work(s) and to have made appropriate enquiries so as to be satisfied in relation to all matters connected with the performance of its obligations under the Contract. A7 Mistakes in Information The Supplier shall be responsible for the accuracy of all drawings; documentation and information supplied to NCC by the Supplier in connection with the Work(s) and shall pay NCC any extra costs occasioned by any discrepancies, errors or omissions therein. A8 Conflicts of Interest A8.1 The Supplier shall take appropriate steps to ensure that neither the Supplier nor any Staff is placed in a position where, in the reasonable opinion of NCC, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier and the duties owed to NCC under the provisions of the Contract. The Supplier shall disclose to NCC full particulars of any such conflict of interest which may arise. A8.2 NCC reserves the right to terminate the Contract immediately by notice in writing and/or to take such other steps it deems necessary where, in the reasonable opinion of NCC, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Supplier and the duties owed to NCC under the provisions of the Contract. The actions of NCC pursuant to this clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to NCC. A9 Transparency A9.1 In order to comply with the Governments policy on transparency in the areas of procurement and contracts the Supplier agrees that the Agreement and the Quote documents and any information including but not limited to requests for quotes, advertisement issued by NCC seeking expressions of interest, the pre qualification questionnaire and the request for Quote (the Procurement Documents) issued by NCC which led to its creation will be published by NCC on a designated web site. A9.2 The entire Agreement and all the Procurement Documents issued by NCC will be published on the designated web site save where to do so would disclose information the disclosure of which would: A9.2.1 contravene a binding confidentiality undertaking; A9.2.2 be contrary to regulation 43 of the Public Contracts Regulations 2006 (as amended); or A9.2.3 in the reasonable opinion of the Client be prevented by virtue of one or more of the exemptions in the FOIA or one or more of the exceptions in the Environmental Information Regulations 2004. A9.3 If any of the situations in A9.2.1 to A9.2.3 apply the Supplier consents to the Agreement or Procurement Documents being redacted by NCC to the extent necessary to remove or obscure the relevant material and being published on the designated website subject to those redactions. B. THE Work(s) B1 The [Specification/ Schedule of Works] B1.1 The Supplier shall carry out the Work(s) in accordance with the Schedule 1. B2 The Work(s) B2.1 If requested by NCC, the Supplier shall provide NCC with samples of Work(s) for evaluation and approval, at the Suppliers cost and expense. B2.2 The Supplier shall ensure that the Work(s) is fully compatible with the Sites and any equipment, to the extent specified in the Schedule 1. B2.3 The Supplier acknowledges that NCC relies on the skill and judgment of the Supplier in the carrying out of the Work(s) and the performance of its obligations under the Contract. B3 Delivery B3.1 The Supplier shall deliver the Work(s)at the time(s) and date(s) specified in Schedule 1. B3.2 Unless otherwise stated in Schedule 1, where the Work(s)is delivered by the Supplier, the point of delivery shall be when the Work(s)is removed from the transporting vehicle at the Sites and installed in full satisfaction of NCC. B3.3 Except where otherwise provided in the Contract, delivery shall include the unloading, stacking and or installation of the Work(s)by the Staff or the Suppliers suppliers or carriers at such place as NCC or duly authorised person shall reasonably direct. B3.4 Time of delivery and the installation of the Work(s)shall be of the essence and if the Supplier fails to deliver the Work(s)within the time promised or specified in Schedule 1, NCC may release itself from any obligation to accept and pay for the Work(s)and/or terminate the Contract, in either case without prejudice to any other rights and remedies of NCC. B3.5 NCC shall be under no obligation to accept or pay for any Work(s) delivered in excess of the quantity ordered. If NCC elects not to accept such over-delivered Work(s) it shall give notice in writing to the Supplier to remove them within five (5) Working Days and to refund to NCC any expenses incurred by it as a result of such over-delivery (including but not limited to the costs of moving and storing the Work(s)), failing which NCC may dispose of such Work(s) and charge the Supplier for the costs of such disposal. The risk in any over-delivered Work(s) shall remain with the Supplier unless they are accepted by NCC. B3.6 NCC shall be under no obligation to accept or pay for any Work(s) carried out earlier than the date for delivery and installations stated in the Schedule 1. B3.7 Unless expressly agreed to the contrary, NCC shall not be obliged to accept delivery by instalments. If, however, NCC does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its delivery shall, without prejudice to any other rights or remedies of NCC, entitle NCC to terminate the whole of any unfulfilled part of the Contract without further liability to NCC. B4 Risk and Ownership B4.1 Subject to clause B3.5, risk in the Work(s) shall, without prejudice to any other rights or remedies of NCC (including NCCs rights and remedies under clause B6 (Inspection, Rejection and Guarantee)), shall not pass to NCC at the time of delivery. B4.2 Ownership in the Work(s)shall, without prejudice to any other rights or remedies of NCC (including NCCs rights and remedies under clause B6 (Inspection, Rejection and Guarantee)), shall not pass to NCC at the time of delivery (or payment, if earlier). B5 Non-Delivery B5.1 On dispatch of any consignment of the Work(s)the Supplier shall adhere to Schedule 1. B6 Inspection, Rejection and Guarantee B6.1 NCC or its authorised representatives may inspect or test the Work(s) either complete or in the process of manufacture during normal business hours on reasonable notice at the Site and or the Suppliers premises and the Supplier shall provide all reasonable assistance in relation to any such inspection or test free of charge. No failure to make a complaint at the time of any such inspection or test and no approval given during or after such inspection or test shall constitute a waiver by NCC of any rights or remedies in respect of the Work(s) and NCC reserves the right to reject the Work(s) in accordance with clause B6.2. B6.2 NCC may by written notice to the Supplier reject any of the Work(s) which fails to conform to the approved sample or fail to meet Schedule 1. Such notice shall be given within a reasonable time after delivery of such Work(s). If NCC rejects any of the Work(s)pursuant to this clause NCC may (without prejudice to other rights and remedies) either: (a) have such Work(s)promptly, and in any event within 5 Working Days, either repaired by the Supplier or replaced by the Supplier with Work(s)which conform in all respects with the approved sample or with Schedule 1 and due delivery shall not be deemed to have taken place until such repair or replacement has occurred; or (b) treat the Contract as discharged by the Suppliers breach and obtain a refund (if payment for the Work(s) has already been made) from the Supplier in respect of the Work(s)concerned together with payment of any additional expenditure reasonably incurred by NCC in obtaining other Work(s)in replacement provided that NCC uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Work(s). B6.3 For the avoidance of doubt, NCC shall not be responsible for the acknowledgement of the condition, quality, quantity or nature of the Work(s)or acceptance of the Work(s), B6.4 The Supplier hereby guarantees the Work(s)for the period from the date of delivery to the date eighteen (18) Months thereafter against faulty materials or workmanship. If NCC shall within such guarantee period or within twenty-five (25) Working Days thereafter give notice in writing to the Supplier of any defect in any of the Work(s)as may have arisen during such guarantee period under proper and normal use, the Supplier shall (without prejudice to any other rights and remedies which NCC may have) promptly remedy such defects (whether by repair or replacement as NCC shall elect) free of charge. B6.5 Any Work(s)rejected or returned to the Supplier as described in clause B6.2 shall be returned to the Supplier at the Suppliers risk and expense. B7 Labelling and Packaging B7.1 The Work(s)shall be packed and marked in a proper manner and in accordance with NCCs instructions and any statutory requirements and any requirements of the carriers. In particular the Work(s)shall be marked with the contract number (or other reference number if appropriate) and the net, gross and tare weights, the name of the contents shall be clearly marked on each container and all containers of hazardous Work(s)(and all documents relating thereto) shall bear prominent and adequate warnings. B8 Training B8.1 Where indicated in Schedule 1, the Contract Price shall include the cost of instruction of NCCs personnel in the use and maintenance of the Work(s)and such instruction shall be in accordance with the requirements detailed in Schedule 1. B9 Contract Performance B9.1 The Supplier shall perform its obligations under the Contract: (a) in accordance with Good Industry Practice; and (b) in compliance with all applicable Laws. B9.2 The Supplier shall ensure that the Work(s): (a) conforms in all respects with Schedule 1 and, where applicable, with any sample approved by NCC; (b) operates in accordance with the relevant technical specifications and correspond with the requirements of Schedule 1 and any particulars specified in the Contract. B10 Manner of Carrying out Installation Work B10.1 The Supplier shall not deliver any materials or plant nor commence any work on the Sites without obtaining prior Approval. Notwithstanding the foregoing, the Supplier shall, at NCCs written request, remove from the Sites any materials brought into the Sites by the Supplier, which in the reasonable opinion of NCC are either hazardous, noxious or not in accordance with the Contract and substitute proper and suitable materials at the Suppliers expense as soon as reasonably practicable. B10.2 Any access to, or occupation of the Sites which NCC may grant the Supplier from time to time shall be on a non-exclusive licence basis free of charge. The Supplier shall use the Sites solely for the purpose of performing its obligations under the Contract and shall limit access to the Sites to such Staff as is necessary for that purpose. The Supplier shall co-operate (and ensure that its Staff co-operate) with such other persons working concurrently on the Sites as NCC may reasonably request. B10.3 When the Supplier reasonably believes it has completed the Work(s)it shall notify NCC. Following receipt of such notice, NCC may inspect the Work(s)and shall, by giving written notice to the Supplier: (a) accept the Work(s), or (b) reject the Work(s) and provide reasons to the Supplier if, in NCCs reasonable opinion, the Work(s) do not meet the requirements set out in Schedule 1. B10.4 If NCC rejects the Work(s) in accordance with clause B10.3(b), the Supplier shall immediately rectify or remedy any defects and if, in NCCs reasonable opinion, the Work(s) do not, within five (5) Working Days, meet the requirements set out in Schedule 1, NCC may terminate the Contract with immediate effect by notice in writing. B10.5 The Work(s)shall be deemed to be completed when the Supplier notifies NCC in accordance with clause B10.3 (a). Notwithstanding acceptance of any Work(s)in accordance with that clause, the Supplier shall remain solely responsible for ensuring that the Work(s) conform to Schedule 1. No rights of estoppel or waiver shall arise as a result of the acceptance by NCC of the Work(s). B10.6 Throughout the Contract Period, the Supplier shall: (a) have at all times all licences, approvals and consents necessary to enable the Supplier and Staff to carry out the Work(s); (b) provide all tools and Work(s)(or procure the provision of all tools and Work(s)) necessary for completion of the Work(s); (c) not, in the performance of its obligations under the Contract, in any manner endanger the safety or unlawfully interfere with the safety or convenience of the public. B10.7 On completion of any Work(s)the Supplier shall remove its Equipment and shall leave the Sites in a clean, safe and tidy condition. The Supplier is solely responsible for making good any damage to the Sites or any objects contained therein, other than fair wear and tear, which is caused by the Supplier or any Staff. B11 Property B11.1 Where NCC issues Property free of charge to the Supplier such Property shall be and remain the property of NCC and the Supplier irrevocably licences NCC and its agents to enter any Sites of the Supplier during normal business hours on reasonable notice to recover any such Property. The Supplier shall not in any circumstances have a lien or any other interest on the Property and the Supplier shall at all times possess the Property as fiduciary agent and bailee of NCC. The Supplier shall take all reasonable steps to ensure that the title of NCC to the Property and the exclusion of any such lien or other interest are brought to the notice of all sub-contractors and other appropriate persons and shall, at NCCs request, store the Property separately and ensure that it is clearly identifiable as belonging to NCC. B11.2 The Property shall be deemed to be in good condition when received by or on behalf of the Supplier unless the Supplier notifies NCC otherwise within five (5) Working Days of receipt. B11.3 The Supplier shall maintain the Property in good order and condition (excluding fair wear and tear), and shall use the Property solely in connection with the Contract and for no other purpose without prior Approval. B11.4 The Supplier shall ensure the security of the Property whilst in its possession, either on the Sites or elsewhere during the Work(s), in accordance with NCCs reasonable security requirements as required from time to time. B11.5 The Supplier shall be liable for all loss of, or damage to, the Property (excluding fair wear and tear), unless such loss or damage was caused by NCCs Default. The Supplier shall inform NCC within two (2) Working Days of becoming aware of any defects appearing in, or losses or damage occurring to, the Property. B12 Offers of Employment B12.1 For the duration of the Contract and for a period of 12 Months thereafter neither NCC nor the Supplier shall employ or offer employment to any of the other Partys staff who have been associated with the procurement and/or the contract management of the Contract without that other Partys prior written consent. C PAYMENT AND CONTRACT PRICE C1 Contract Price C1.1 In consideration of the Suppliers performance of its obligations under the Contract, NCC shall pay the Contract Price in accordance with clause C2 (Payment and VAT). C1.2 NCC shall, in addition to the Contract Price and following Receipt of a valid VAT invoice, pay the Supplier a sum equal to the VAT chargeable on the value of the Work(s)supplied in accordance with the Contract. C2 Payment and VAT C2.1 NCC shall pay all sums due to the Supplier within thirty (30) days of Receipt of a Valid Invoice. C2.2 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the work completed and Work(s)supplied and that it is supported by any other documentation reasonably required by NCC to substantiate the invoice. C2.3 Where the Supplier enters into a sub-contract with a supplier for the purpose of performing its obligations under the Contract, it shall ensure that a provision is included in such a sub-contract which requires payment to be made of all sums due by the Supplier to the sub-contractor within a specified period not exceeding thirty (30) days from the Receipt of a Valid Invoice. C2.4 The Supplier shall add VAT to the Contract Price at the prevailing rate as applicable. C2.5 The Supplier shall indemnify NCC on a continuing basis against any liability, including any interest, penalties or costs incurred which is levied, demanded or assessed on NCC at any time in respect of the Suppliers failure to account for or to pay any VAT relating to payments made to the Supplier under the Contract. Any amounts due under this clause C2.5 shall be paid by the Supplier to NCC not less than five (5) Working Days before the date upon which the tax or other liability is payable by NCC. C2.6 The Supplier shall not suspend the the Work(s)unless the Supplier is entitled to terminate the Contract under clause H2.3 (Termination on Default) for failure to pay undisputed sums of money. Interest shall be payable by NCC on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. C3 Recovery of Sums Due C3.1 Wherever under the Contract any sum of money is recoverable from or payable by the Supplier (including any sum which the Supplier is liable to pay to NCC in respect of any breach of the Contract), NCC may unilaterally deduct that sum from any sum then due, or which at any later time may become due to the Supplier under the Contract or under any other agreement or contract with NCC; having issued written notification of its intention before the date of any invoice from which deductions will be made. C3.2 Any overpayment by either Party, whether of the Contract Price or of VAT or otherwise, shall be a sum of money recoverable by the Party who made the overpayment from the Party in receipt of the overpayment. C3.3 The Supplier shall make all payments due to NCC 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 NCC to the Supplier. C3.4 All payments due shall be made within a reasonable time unless otherwise specified in the Contract, in cleared funds, to such bank or building society account as the recipient Party may from time to time direct. C4 Not Used C5 Euro C5.1 Any requirement of Law to account for the Work(s)in Euro (or to prepare for such accounting), instead of and/or in addition to sterling, shall be implemented by the Supplier free of charge to NCC. C5.2 NCC shall provide all reasonable assistance to facilitate compliance with clause C5.1 by the Supplier. D. STATUTORY OBLIGATIONS AND REGULATIONS D1 Prevention of Corruption and Bribery D1.1 The Supplier shall not offer or give, or agree to give, to NCC or any other public body or any person employed by or on behalf of NCC or any other public body any gift or consideration of any kind as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of the Contract or any other contract with NCC or any other public body, or for showing or refraining from showing favour or disfavour to any person in relation to the Contract or any such contract. D1.2 The Supplier warrants that it has not paid commission or agreed to pay commission to NCC or any other public body or any person employed by or on behalf of NCC or any other public body in connection with the Contract. D1.3 If the Supplier, its Staff or anyone acting on the Suppliers behalf, engages in conduct prohibited by clauses D1.1 or D1.2, NCC may: (a) terminate the Contract and recover from the Supplier the amount of any loss suffered by NCC resulting from the termination, including the cost reasonably incurred by NCC of making other arrangements for the Work(s)and any additional expenditure incurred by NCC throughout the remainder of the Contract Period; or (b) recover in full from the Supplier any other loss sustained by NCC in consequence of any breach of those clauses. D2 Prevention of Fraud D2.1 The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent Fraud by Staff and the Supplier (including its shareholders, members and directors) in connection with the receipt of monies from NCC. D2.2 The Supplier shall notify NCC immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur. D2.3 If the Supplier or its Staff commits Fraud in relation to this or any other contract with the Crown (including NCC) NCC may: terminate the Contract and recover from the Supplier the amount of any loss suffered by NCC resulting from the termination, including the cost reasonably incurred by NCC of making other arrangements for the Work(s)and any additional expenditure incurred by NCC throughout the remainder of the Contract Period; or recover in full from the Supplier any other loss sustained by NCC in consequence of any breach of this clause. D3 Discrimination D3.1 The Supplier shall not unlawfully discriminate either directly or indirectly on such grounds as age, race, colour, ethnic or national origin, disability, sex or sexual orientation, religion or belief, or age and without prejudice to the generality of the foregoing the Supplier shall not unlawfully discriminate within the meaning and scope of the Sex Discrimination Act 1975, the Race Relations Act 1976, the Equal Pay Act 1970, the Disability Discrimination Act 1995, the Employment Equality (Sexual Orientation) Regulations 2003, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Equality (Age) Regulations 2006, the Equality Act 2006 and 2010, the Human Rights Act 1998 or other relevant or equivalent legislation, or any statutory modification or re-enactment thereof. D3.2 The Supplier shall take all reasonable steps to secure the observance of clause D3.1 by all Staff. D4 The Contracts (Rights of Third Parties) Act 1999 A person who is not a Party to the Contract shall have no right to enforce any of its provisions which, expressly or by implication, confer a benefit on him, without the prior written agreement of both Parties. This clause does not affect any right or remedy of any person which exists or is available apart from the Contracts (Right of Third Parties) Act 1999 and does not apply to the Crown. D5 Environmental Requirements The Supplier shall, when working on the Sites, perform its obligations under the Contract in accordance with NCCs environmental policy, which is to conserve energy, water, wood, paper and other resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment. D6 Health and Safety D6.1 The Supplier shall promptly notify NCC of any health and safety hazards which may arise in connection with the performance of its obligations under the Contract. NCC shall promptly notify the Supplier of any health and safety hazards which may exist or arise at the Sites and which may affect the Supplier in the performance of its obligations under the Contract. D6.2 While on the Sites, the Supplier shall comply with any health and safety measures implemented by NCC in respect of Staff and other persons working there. D6.3 The Supplier shall notify NCC immediately in the event of any incident occurring in the performance of its obligations under the Contract on the Sites where that incident causes any personal injury or damage to property which could give rise to personal injury. D6.4 The Supplier shall comply with the requirements of the Health and Safety at Work etc Act 1974 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to Staff and other persons working on the Sites in the performance of its obligations under the Contract. D6.5 The Supplier shall ensure that its health and safety policy statement (as required by the Health and Safety at Work etc Act 1974) is made available to NCC on request. E PROTECTION OF INFORMATION E1 Data Protection Act E1.1 The Supplier shall (and shall ensure that its entire Staff) comply with any notification requirements under the DPA and both Parties shall duly observe all their obligations under the DPA which arise in connection with the Contract. E1.2 Notwithstanding the general obligation in clause E1.1, where the Supplier is processing personal data (as defined by the DPA) as a Data Processor for NCC (as defined by the DPA) the Supplier shall ensure that it has in place appropriate technical and organisational measures to ensure the security of the Personal Data (and to guard against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data), as required under the Seventh Data Protection Principle in Schedule 1 to the DPA; and provide NCC with such information as NCC may reasonably request to satisfy itself that the Supplier is complying with its obligations under the DPA; promptly notify NCC of any breach of the security measures to be put in place pursuant to this clause; and ensure that it does not knowingly or negligently do or omit to do anything which places NCC in breach of NCCs obligations under the DPA. E2 Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989 E2.1 The Supplier shall comply with, and shall ensure that its Staff comply with, the provisions of: (a) the Official Secrets Acts 1911 to 1989; and (b) Section 182 of the Finance Act 1989. E2.2 In the event that the Supplier or its Staff fail to comply with this clause, NCC reserves the right to terminate the Contract by giving notice in writing to the Supplier. E3 Confidential Information E3.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall: (a) treat all Confidential Information belonging to the other Party as confidential and use all reasonable endeavours to prevent their Staff from making any disclosure to any person of any such Confidential Information; and (b) not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of either Partys obligations under the Contract or except where disclosure is otherwise expressly permitted by the provisions of the Contract. E3.2 Where it is considered necessary in the opinion of NCC, the Supplier shall ensure that Staff or such professional advisors or consultants give a confidentiality undertaking before beginning work in connection with the Contract. The Supplier shall ensure that its Staff, professional advisors and consultants are aware of the Suppliers confidentiality obligations under the Contract. E3.3 The Supplier shall not use any Confidential Information it receives from NCC otherwise than for the purposes of the Contract. E3.4 Nothing in clauses E3.1 to E3.3 shall prevent NCC disclosing any Confidential Information obtained from the Supplier: (a) for the purpose of the examination and certification of NCCs accounts; or (b) for the purpose of any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which NCC has used its resources; or (c) to any government department or any other Contracting Authority and the Supplier hereby acknowledges that all government departments or Contracting Authorities receiving such Confidential Information may further disclose the Confidential Information to other government departments or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any government department or any Contracting Authority; or (d) to any consultant, Supplier or other person engaged by NCC, provided that in disclosing information under sub-paragraphs (c) and (d) NCC discloses only the information which is necessary for the purpose concerned and requests that the information is treated in confidence and that a confidentiality undertaking is given where appropriate. E3.5 Nothing in clauses E3.1 to E3.3 shall prevent either Party from: (a) using any techniques, ideas or know-how gained during the performance of its obligations under the Contract in the course of its normal business, to the extent that this does not result in a disclosure of the other Partys Confidential Information or an infringement of the other Partys Intellectual Property Rights, or (b) disclosing Confidential Information which shall be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure, including any requirements for disclosure under the FOIA or the Environmental Information Regulations. E3.6 In the event that the Supplier fails to comply with clauses E3.1 to E3.3, NCC reserves the right to terminate the Contract with immediate effect by notice in writing. E3.7 Clauses E3.1 to E3.6 are without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. E3.8 In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in the Work(s)under the Contract, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of professional standards and best practice. E3.9 The Supplier shall immediately notify NCC of any breach of security in relation to Confidential Information and all data obtained in the Work(s)under the Contract and shall keep a record of such breaches. The Supplier shall use its best endeavours to recover such Confidential Information or data however it may be recorded. This obligation is in addition to the Suppliers obligations under clauses E3.1 to E3.3. The Supplier shall co-operate with NCC in any investigation that NCC considers necessary to undertake as a result of any breach of security in relation to Confidential Information or data. E3.10 The Supplier shall, at its own expense, alter any security systems at any time during the Contract Period at NCCs request if NCC reasonably believes the Supplier has failed to comply with clause E3.8. E4 Freedom of Information E4.1 The Supplier acknowledges that NCC is subject to the requirements of the FOIA and the Environmental Information Regulations and shall assist and cooperate with NCC to enable NCC to comply with its Information disclosure obligations. E4.2 The Supplier shall and shall procure that any sub-contractors shall transfer to NCC all Requests for Information that it receives as soon as practicable and in any event within two (2) Working Days of receiving a Request for Information; (a) provide NCC with a copy of all Information in its possession, or power in the form that NCC requires within five (5) Working Days (or such other period as NCC may specify) of NCC's request; and (b) provide all necessary assistance as reasonably requested by NCC to enable NCC to respond to the Request for Information within the time for compliance set out in section 10 of the FOIA or Regulation 5 of the Environmental Information Regulations. E4.3 NCC shall be responsible for determining in its absolute discretion and notwithstanding any other provision in this Agreement or any other agreement whether the Commercially Sensitive Information and/or any other Information is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations E4.4 In no event shall the Supplier respond directly to a Request for Information unless expressly authorised to do so by NCC. E4.5 The Supplier acknowledges that (notwithstanding the provisions of Clause 42) NCC may, acting in accordance with the Secretary of State for Constitutional Affairs Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the Freedom of Information Act 2000 (the Code), be obliged under the FOIA, or the Environmental Information Regulations to disclose information concerning the Supplier and or the Work(s) in certain circumstances: without consulting the Supplier; or following consultation with the Supplier and having taken their views into account; provided always that where E4.5(a) applies NCC shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the Supplier advanced notice, or failing that, to draw the disclosure to the Suppliers attention after any such disclosure. E4.6 The Supplier shall ensure that all Information is retained for disclosure and shall permit NCC to inspect such records as requested from time to time. E4.7 The Supplier acknowledges that the Commercially Sensitive Information listed in Schedule 3 is of indicative value only and that NCC may be obliged to disclose it in accordance with this clause E4. E5 Publicity, Branding, Media and Official Enquiries E5.1 NCC has a highly visible brand identity which is firmly established within and outside county. E5.2 Without prejudice to NCCs obligations under the FOIA, neither Party shall make any announcements or publicise the Contract or any part thereof in any way, except with the written consent of NCC. E5.3 The Supplier shall take reasonable steps to ensure that their servants, employees, agents, sub-contractors, suppliers, professional advisors and consultants comply with clause E5. E5.4 Notwithstanding the generality of clause E5, any announcement or publicity of NCC shall be appropriate, beneficial to NCC and not detriment to its strong identity and or its reputation. E6 Security NCC shall be responsible for maintaining the security of the Sites in accordance with its standard security requirements. The Supplier shall comply with all security requirements of NCC while on the Sites, and shall ensure that all Staff comply with such requirements. E7 Suppliers Staff E7.1 NCC may, by written notice to the Supplier, refuse to admit onto, or withdraw permission to remain on, the Sites: (a) any member of the Staff; or (b) any person employed or engaged by any member of the Staff, whose admission or continued presence would, in the reasonable opinion of NCC, be undesirable. E7.2 At NCCs written request, the Supplier shall provide a list of the names and addresses of all persons who may require admission in connection with the Contract to the Sites, specifying the capacities in which they are concerned with the Contract and giving such other particulars as NCC may reasonably request. E7.3 The Suppliers Staff, engaged within the boundaries of the Sites, shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of personnel when at or outside the Sites. E7.4 If the Supplier fails to comply with clause E7.2 within two (2) Months of the date of the request and in the reasonable opinion of NCC such failure may be prejudicial to the interests of NCC then NCC may terminate the Contract, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to NCC. E7.5 The decision of NCC as to whether any person is to be refused access to the Sites and as to whether the Supplier has failed to comply with clause E7.2 shall be final and conclusive. E8 Intellectual Property Rights E8.1 Subject to E8.11, all Intellectual Property Rights in any guidance, specifications, instructions, toolkits, plans, data, drawings, databases, patents, patterns, models, designs or other material (the "IP Materials"): (a) furnished to or made available to the Supplier by or on behalf of NCC shall remain the property of NCC; and (b) prepared by or for the Supplier on behalf of NCC for use, or intended use, in relation to the performance by the Supplier of its obligations under the Contract shall belong to NCC; and the Supplier shall not, and shall ensure that the Staff shall not, (except when necessary for the performance of the Contract) without prior Approval, use or disclose any Intellectual Property Rights in the IP Materials. E8.2 The Supplier hereby assigns to NCC, with full title guarantee, all Intellectual Property Rights which may subsist in the IP Materials prepared in accordance with clause E8.1(b). This assignment shall take effect on the date of the Contract or as a present assignment of future rights that shall take effect immediately on the coming into existence of the Intellectual Property Rights produced by the Supplier. The Supplier shall execute all documentation necessary to execute this assignment. E8.3 The Supplier shall waive or procure a waiver of any moral rights subsisting in copyright produced by the Supplier in the performance of the Contract. E8.4 The Supplier shall ensure that the third party owner of any Intellectual Property Rights that are or which may be used to perform the Contract grants to NCC a non-exclusive licence or, if itself a licensee of those rights, shall grant to NCC an authorised sub-licence, to use, reproduce, modify, develop and maintain the Intellectual Property Rights in the same. Such licence or sub-licence shall be non-exclusive, perpetual, royalty free and irrevocable and shall include the right for NCC to sub-license, transfer, novate or assign to other Contracting Authorities, the Replacement Supplier or to any other third party supplying services to NCC. E8.5 The Supplier shall not infringe any Intellectual Property Rights of any third party in carrying out the Work(s)and the Supplier shall, during and after the Contract Period, indemnify and keep indemnified and hold NCC and the Crown harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which NCC or the Crown may suffer or incur as a result of or in connection with any breach of this clause, except where any such claim arises from: (a) items or materials based upon designs supplied by NCC; or (b) the use of data supplied by NCC which is not required to be verified by the Supplier under any provision of the Contract. E8.6 NCC shall notify the Supplier in writing of any claim or demand brought against NCC for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Supplier. E8.7 The Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Supplier, provided always that the Supplier: (a) shall consult NCC on all substantive issues which arise during the conduct of such litigation and negotiations; (b) shall take due and proper account of the interests of NCC; and (c) shall not settle or compromise any claim without NCCs prior written consent (not to be unreasonably withheld or delayed). E8.8 NCC shall at the request of the Supplier afford to the Supplier all reasonable assistance for the purpose of contesting any claim or demand made or action brought against NCC or the Supplier by a third party for infringement or alleged infringement of any third party Intellectual Property Rights in connection with the performance of the Suppliers obligations under the Contract and the Supplier shall indemnify NCC for all costs and expenses (including, but not limited to, legal costs and disbursements) incurred in doing so. The Supplier shall not, however, be required to indemnify NCC in relation to any costs and expenses incurred in relation to or arising out of a claim, demand or action which relates to the matters in clause E8.5(a) or (b). E8.9 NCC shall not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Rights by NCC or the Supplier in connection with the performance of its obligations under the Contract. E8.10 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Rights is made in connection with the Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall notify NCC and, at its own expense and subject to the consent of NCC (not to be unreasonably withheld or delayed), use its best endeavours to: (a) modify any or all of the Work(s)without reducing the performance or functionality of the same, or substitute alternative Work(s)of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply mutates mutandis to such modified Work(s)or to the substitute Work(s); or (b) procure a licence to use and supply the Work(s), which are the subject of the alleged infringement, on terms which are acceptable to NCC, and in the event that the Supplier is unable to comply with clauses E8.10(a) or (b) within twenty (20) Working Days of receipt of the Suppliers notification NCC may terminate the Contract with immediate effect by notice in writing. E8.11 The Supplier grants to NCC a royalty-free, irrevocable and non-exclusive licence (with a right to sub-licence) to use any Intellectual Property Rights that the Supplier owned or developed prior to the Commencement Date and which NCC reasonably requires in order to use the Work(s)and exercise its rights and take the benefit of this Contract. E9 Audit The Supplier shall keep and maintain until 6 years after the end of the Contract Period, or as long a period as may be agreed between the Parties, full and accurate records of the Contract including the Work(s)supplied under it, all expenditure reimbursed by NCC, and all payments made by NCC. The Supplier shall on request afford NCC or NCCs representatives such access to those records as may be requested by NCC in connection with the Contract. E10 Safeguarding E10.1 The Supplier will: (a) operate policies and procedures on personnel matters for its Staff. These should include appropriate arrangements for recruitment, checks for suitability, levels of qualification and/or experience for specific posts, training and development, and supervisory, disciplinary and grievance procedures, having regard to the nature of the Contract. Copies of policies and procedures must be made available to NCC on request; (b) make checks in respect of such Staff with the CRB for the purpose of checking at an enhanced level of disclosure; (c) put in place a process whereby all existing and new staff who undertake regulated and controlled activities will be registered with the ISA within the timescales required by the ISA including checks carried out prior to the start date of any Staff and fully comply with Safeguarding Vulnerable Groups Act 2006 (the SVGA) or its replacement; (d) not employ any Staff to undertake regulated or controlled activities who appears unsuitable as a result of information received from the checks; (e) comply with the Public Interest Disclosure Act 1998 and have a whistleblowing policy for its Staff and encourage them to report any incidents of malpractice within the provision of the Contract; (f) ensure that all Staff are aware of the Local Safeguarding Policy and Procedures and will ensure that an up to date copy of the Local Safeguarding Policy and Procedures; (g) have an internal policy for safeguarding vulnerable adults and children which is compatible with the Local Safeguarding Policy and Procedures; (h) ensure that allegations, suspicions and incidents of abuse be followed up promptly by the Supplier in accordance with the Local Safeguarding Policy and Procedures; (i) ensure there are robust procedures for responding to suspicion or evidence of abuse and ensure that they follow-up concerns and pass relevant details to NCC immediately. F. CONTROL OF THE CONTRACT F1 Transfer and Sub-Contracting F1.1 Except where F1.4 and 5 applies, the Supplier shall not assign, sub-contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Supplier of any of its obligations or duties under the Contract. F1.2 The Supplier shall be responsible for the acts and omissions of its sub-contractors as though they are its own. F1.3 Where NCC has consented to the placing of sub-contracts, copies of each sub-contract shall, at the request of NCC, be sent by the Supplier to NCC as soon as reasonably practicable. F1.4 Notwithstanding clause F1.1, the Supplier may assign to a third party (the Assignee) the right to receive payment of the Contract Price or any part thereof due to the Supplier under this Contract (including any interest which NCC incurred under clause C2.6). Any assignment under this clause F1.4 shall be subject to: (a) reduction of any sums in respect of which NCC exercises its right of recovery under clause C3 (Recovery of Sums Due); (b) all related rights of NCC under the contact in relation to the recovery of sums due but unpaid; and (c) NCC receiving notification under both clauses F1.5 and F1.6. F1.5 In the event that the Supplier assigns the right to receive the Contract price under clause F1.4, the Supplier or the Assignee shall notify NCC in writing of the assignment and the date upon which the assignment becomes effective. F1.6 The Supplier shall ensure that the Assignee notifies NCC of the Assignees contact information and bank account details to which NCC shall make payment. F1.7 The provisions of clause C2 (Payment and VAT) shall continue to apply in all other respects after the assignment and shall not be amended without the Approval of NCC. F1.8 Subject to clause F1.10, NCC may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to any: (a) Contracting Authority; or (b) other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by NCC; or (c) private sector body which substantially performs the functions of NCC, provided that any such assignment, novation or other disposal shall not increase the burden of the Suppliers obligations under the Contract. F1.9 Any change in the legal status of NCC such that it ceases to be a Contracting Authority shall not, subject to clause F1.8, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to NCC. F1.10 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to clause F1.6 to a body which is not a Contracting Authority or if there is a change in the legal status of NCC such that it ceases to be a Contracting Authority (in the remainder of this clause both such bodies being referred to as the Transferee): (a) the rights of termination of NCC in clauses H1 (Termination on change of control and insolvency) and H2 (Termination on Default) shall be available to the Supplier in the event of respectively, the bankruptcy or insolvency, or Default of the Transferee; and (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the prior consent in writing of the Supplier. F1.11 NCC may disclose to any Transferee any Confidential Information of the Supplier which relates to the performance of the Suppliers obligations under the Contract. In such circumstances NCC shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Suppliers obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. F1.12 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other party the full benefit of the provisions of the Contract. F2 Waiver F2.1 The failure of either Party to insist upon strict performance of any provision of the Contract, or the failure of either Party to exercise, or any delay in exercising, any right or remedy shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations established by the Contract. F2.2 No waiver shall be effective unless it is expressly stated to be a waiver and communicated to the other Party in writing in accordance with clause A5 (Notices). F2.3 A waiver of any right or remedy arising from a breach of the Contract shall not constitute a waiver of any right or remedy arising from any other or subsequent breach of the Contract. F3 Variation F3.1 Subject to the provisions of this clause F3, NCC may request a variation to Schedule 1 provided that such variation does not amount to a material change to Schedule 1. Such a change is thereinafter called a Variation. F3.2 NCC may request a Variation by notifying the Supplier in writing of the Variation and giving the Supplier sufficient information to assess the extent of the Variation and consider whether any change to the Contract Price is required in order to implement the Variation. NCC shall specify a time limit within which the Supplier shall respond to the request for a Variation. Such time limits shall be reasonable having regard to the nature of the Variation. If the Supplier accepts the Variation it shall confirm the same in writing. F3.3 In the event that the Supplier is unable to accept the Variation to Schedule 1 or where the Parties are unable to agree a change to the Contract Price, NCC may: (a) allow the Supplier to continue to fulfil its obligations under the Contract without the Variation to Schedule 1; (b) terminate the Contract with immediate effect, except where the Supplier has already delivered all or part of the Work(s)or where the Supplier can show evidence of substantial work being carried out to fulfil the requirement of Schedule 1; and in such case the Parties shall attempt to agree upon a resolution to the matter where a resolution cannot be reached, the matter shall be dealt with under the Dispute Resolution Procedure detailed in Clause I2. F4 Severability If any provision of the Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of the Contract shall continue in full force and effect as if the Contract had been executed with the invalid, illegal or unenforceable provision eliminated. F5 Not Used F6 Remedies Cumulative Except as otherwise expressly provided by the Contract, all remedies available to either Party for breach of the Contract are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. F7 Not Used F8 Entire Agreement F8.1 The Contract constitutes the entire agreement between the Parties in respect of the matters dealt with therein. The Contract supersedes all prior negotiations between the Parties and all representations and undertakings made by one Party to the other, whether written or oral, except that this clause shall not exclude liability in respect of any Fraud or fraudulent misrepresentation. F8.2 In the event of, and only to the extent of, any conflict between the clauses of the Contract, any document referred to in those clauses and the Schedules, the conflict shall be resolved in accordance with the following order of precedence: (a) the clauses of the Contract; (b) the Schedules; and (c) any other document referred to in the clauses of the Contract. F9 Counterparts F9.1 This Contract may be executed in counterparts, each of which when executed and delivered shall constitute an original but all counterparts together shall constitute one and the same instrument. F10 Not Used F11 Not Used G LIABILITIES G1 Liability, Indemnity and Insurance G1.1 Neither Party excludes or limits liability to the other Party for: (a) death or personal injury cased by its negligence; or (b) Fraud; or (c) fraudulent misrepresentation; or (d) any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982. G1.2 Subject to clauses G1.3 and G1.4, the Supplier shall indemnify NCC and keep NCC indemnified fully against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of, carrying out and/or commissioning of the Work(s), or the late or purported carrying out and/or commissioning of the Work(s), or the performance or non-performance by the Supplier of its obligations under the Contract or the presence of the Supplier or any Staff on the Sites, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. G1.3 The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of NCC or by breach by NCC of its obligations under the Contract. G1.4 Subject always to clause G1.1, the liability of Supplier for all Defaults, resulting in direct loss of or damage to property of the other under or in connection with the Contract shall in no event exceed 10,000,000.00. G1.5 Subject always to clause G1.1, in no event shall either Party be liable to the other for any: (a) loss of profits, business, revenue or goodwill; and/or (b) loss of savings (whether anticipated or otherwise); and/or (c) indirect or consequential loss or damage. G1.6 The Supplier shall not exclude liability for additional operational, administrative costs and/or expenses or wasted expenditure resulting from the direct Default of the Supplier. G1.7 The Supplier shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Supplier, arising out of the Suppliers performance of its obligations under the Contract, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Supplier. Such insurance shall be maintained for the duration of the Contract Period and for a minimum of six (6) years following the expiration or earlier termination of the Contract. G1.8 The Supplier shall hold employers liability insurance in respect of Staff in accordance with any legal requirement from time to time in force. G1.9 The Supplier shall give NCC, on request, copies of all insurance policies referred to in this clause or a brokers verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. G1.10 If, for whatever reason, the Supplier fails to give effect to and maintain the insurances required by the provisions of the Contract NCC may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Supplier. G1.11 The provisions of any insurance or the amount of cover shall not relieve the Supplier of any liabilities under the Contract. It shall be the responsibility of the Supplier to determine the amount of insurance cover that shall be adequate to enable the Supplier to satisfy any liability referred to in clause G1.2. G1.12 For the avoidance of doubt, the Supplier shall insure against its full liability under clause G1 above and shall maintain all statutory required insurance policies including: public liability insurance cover shall be in the minimum sum of 5,000,000.00 in respect of any one incident and the number of incidents covered shall be unlimited and shall be adequate to cover all risks in the performance of the Contract; employers liability shall be in the minimum sum of 10,000,000.00 in respect of one incident and the number of incidents covered shall be unlimited; Directors and Officers liability, Trustees Liability Professional Indemnity or similar as appropriate to the Suppliers circumstances shall be in the minimum sum of 2,000,000.00 in respect of any one incident and the number of incidents covered shall be unlimited which shall be in place for a six (6) year period following the termination of the Contract; G1.13 The Supplier shall upon request by NCC produce to NCC satisfactory documentary evidence that the insurance required under this clause G1.12 is properly maintained. G2 Warranties and Representations G2.1 The Supplier warrants and represents that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Supplier; (b) in entering the Contract it has not committed any Fraud; (c) as at the Commencement Date, all information contained in the Quote remains true, accurate and not misleading, save as may have been specifically disclosed in writing to NCC prior to execution of the Contract; (d) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or any of its assets which shall or might have a material adverse effect on its ability to perform its obligations under the Contract; (e) it is not subject to any contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Suppliers assets or revenue; it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; in the 3 years prior to the date of the Contract: it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. H DEFAULT, DISRUPTION AND TERMINATION H1 Termination on insolvency and change of control H1.1 NCC may terminate the Contract with immediate effect by notice in writing where the Supplier is a company and in respect of the Supplier: (a) a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or (b) a shareholders meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or (c) a petition is presented for its winding up (which is not dismissed within fourteen (14) days of its service) or an application is made for the appointment of a provisional liquidator or a creditors meeting is convened pursuant to section 98 of the Insolvency Act 1986; or (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or (e) an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or (f) it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or (g) being a small company within the meaning of section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or (h) any event similar to those listed in H1.1(a)-(g) occurs under the law of any other jurisdiction. H1.2 NCC may terminate the Contract with immediate effect by notice in writing where the Supplier is an individual and: (a) an application for an interim order is made pursuant to sections 252-253 of the Insolvency Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Suppliers creditors; or (b) a petition is presented and not dismissed within fourteen (14) days or order made for the Suppliers bankruptcy; or (c) a receiver, or similar officer is appointed over the whole or any part of the Suppliers assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or (d) the Supplier is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency Act 1986; or (e) a creditor or encumbrancer 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 Suppliers assets and such attachment or process is not discharged within fourteen (14) days; or (f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Capacity Act 2005; or (g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. H1.3 The Supplier shall notify NCC immediately if the Supplier undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (change of control). NCC may terminate the Contract by notice in writing with immediate effect within six months of: (a) being notified that a change of control has occurred; or (b) where no notification has been made, the date that NCC becomes aware of the change of control, but shall not be permitted to terminate where an Approval was granted prior to the change of control. H2 Termination on Default H2.1 NCC may terminate the Contract by written notice to the Supplier with immediate effect if the Supplier commits a Default and if the: (a) Supplier has not remedied the Default to the satisfaction of NCC within twenty five (25) Working Days, or such other period as may be specified by NCC, after issue of a written notice specifying the Default and requesting it to be remedied; or (b) Default is not in the opinion of NCC, capable of remedy; or Default is a material breach of the Contract; or Supplier commits a Prohibited Act; or Supplier fails to take out and maintain the required insurances. H2.2 In the event that through any Default of the Supplier, data transmitted or processed in connection with the Contract is either lost or sufficiently degraded as to be unusable, the Supplier shall be liable for the cost of reconstitution of that data and shall reimburse NCC in respect of any charge levied for its transmission and any other costs charged in connection with such Default. H2.3 If NCC fails to pay the Supplier undisputed sums of money when due, the Supplier shall notify NCC in writing of such failure to pay. If NCC fails to pay such undisputed sums within 90 Working Days of the date of such written notice, the Supplier may terminate the Contract in writing with immediate effect, save that such right of termination shall not apply where the failure to pay is due to NCC exercising its rights under clause C3.1 (Recovery of Sums Due). H3 Break NCC shall have the right to terminate the Contract at any time by giving three (3) Months written notice to the Supplier. H4 Consequences of Expiry or Termination H4.1 Where NCC terminates the Contract under clause H2 (Termination on Default) and then makes other arrangements for the carrying out of the Work(s), NCC may recover from the Supplier the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by NCC throughout the remainder of the Contract Period. NCC shall take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under clause H2 (Termination on Default), no further payments shall be payable by NCC to the Supplier (for the Work(s)supplied by the Supplier prior to termination and in accordance with the Contract but where the payment has yet to be made by NCC), until NCC has established the final cost of making the other arrangements envisaged under this clause. H4.2 Subject to clause G1, where NCC terminates the Contract under clause H3 (Break), NCC shall indemnify the Supplier against any commitments, liabilities or expenditure which represent an unavoidable direct loss to the Supplier by reason of the termination of the Contract, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, NCC shall only indemnify the Supplier for those unavoidable direct costs that are not covered by the insurance available. The Supplier shall submit a fully itemised and costed list of unavoidable direct loss which it is seeking to recover from NCC, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under clause H3 (Break). H4.3 NCC shall not be liable under clause H4.2 to pay any sum which: (a) was claimable under insurance held by the Supplier, and the Supplier has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; (b) when added to any sums paid or due to the Supplier under the Contract, exceeds the total sum that would have been payable to the Supplier if the Contract had not been terminated prior to the expiry of the Contract Period; or (c) is a claim by the Supplier for loss of profit, due to early termination of the Contract. H4.4 Save as otherwise expressly provided in the Contract: (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of NCC or the Supplier under clauses B6 (Inspection, Rejection and Guarantee), C2 (Payment and VAT), C3 (Recovery of Sums Due), D1 (Prevention of Corruption), E1 (Data Protection Act), E2 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), E3 (Confidential Information), E4 (Freedom of Information), E8 (Intellectual Property Rights), E9 (Audit), F6 (Remedies Cumulative), G1 (Liability, Indemnity and Insurance), H4 (Consequences of Expiry or Termination), H6 (Recovery upon Termination) and I1 (Governing Law and Jurisdiction). H5 Disruption H5.1 The Supplier shall take reasonable care to ensure that in the performance of its obligations under the Contract it does not disrupt the operations of NCC, its employees or any other Supplier employed by NCC. H5.2 The Supplier shall immediately inform NCC of any actual or potential industrial action, whether such action be by their own employees or others, which affects or might affect its ability at any time to perform its obligations under the Contract. H5.3 In the event of industrial action by the Staff, the Supplier shall seek Approval to its proposals to continue to perform its obligations under the Contract. H5.4 If the Suppliers proposals referred to in clause H5.3 are considered insufficient or unacceptable by NCC acting reasonably, then the Contract may be terminated with immediate effect by NCC by notice in writing. H6 Recovery upon Termination H6.1 On the termination of the Contract for any reason, the Supplier shall: (a) immediately return to NCC all Confidential Information, Personal Data and IP Materials in its possession or in the possession or under the control of any permitted suppliers or sub-contractors, which was obtained or produced in the course of providing the Work(s); (b) immediately deliver to NCC all Property (including materials, documents, information and access keys) provided to the Supplier under clause B11. Such property shall be handed back in good working order (allowance shall be made for reasonable wear and tear); (c) assist and co-operate with NCC to ensure an orderly transition of the provision of the Work(s)to the Replacement Supplier and/or the completion of any work in progress. (d) promptly provide all information concerning the provision of the Work(s)which may reasonably be requested by NCC for the purposes of adequately understanding the manner in which the Work(s)have been provided or for the purpose of allowing NCC or the Replacement Supplier to conduct due diligence. H6.2 If the Supplier fails to comply with clause H6.1 (a) and (b), NCC may recover possession thereof and the Supplier grants a licence to NCC or its appointed agents to enter (for the purposes of such recovery) any premises, site or location of the Supplier or its permitted suppliers or sub-contractors where any such items may be held. H6.3 Where the end of the Contract Period arises due to the Suppliers Default, the Supplier shall provide all assistance under clause H6(c) and (d) free of charge. Otherwise, NCC shall pay the Suppliers reasonable costs of providing the assistance and the Supplier shall take all reasonable steps to mitigate such costs. H7 Force Majeure H7.1 Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its obligations under the Contract (other than a payment of money) to the extent that such delay or failure is a result of Force Majeure. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations under the Contract for the duration of such Force Majeure. However, if such Force Majeure prevents either Party from performing its material obligations under the Contract for a period in excess of 6 Months, either Party may terminate the Contract with immediate effect by notice in writing. H7.2 Any failure or delay by the Supplier in performing its obligations under the Contract which results from any failure or delay by an agent, sub-contractor or supplier shall be regarded as due to Force Majeure only if that agent, sub-contractor or supplier is itself impeded by Force Majeure from complying with an obligation to the Supplier. H7.3 If either Party becomes aware of Force Majeure which gives rise to, or is likely to give rise to, any failure or delay on its part as described in clause H7.1 it shall immediately notify the other by the most expeditious method then available and shall inform the other of the period for which it is estimated that such failure or delay shall continue. I DISPUTES AND LAW I1 Governing Law and Jurisdiction Subject to the provisions of clause I2, NCC and the Supplier accept the exclusive jurisdiction of the English courts and agree that the Contract and all non-contractual obligations and other matters arising from or connected with it are to be governed and construed according to English Law. I2 Dispute Resolution I2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the [finance director (or equivalent)] of each Party. I2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. I2.3 If the dispute cannot be resolved by the Parties pursuant to clause I2.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause I2.5 unless (a) NCC considers that the dispute is not suitable for resolution by mediation; or (b) the Supplier does not agree to mediation. I2.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and the Supplier and the Staff shall comply fully with the requirements of the Contract at all times. I2.5 The procedure for mediation and consequential provisions relating to mediation are as follows: (a) a neutral adviser or mediator (the Mediator) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within ten (10) Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within ten (10) Working Days from the date of the proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling to act, apply to [an appropriate mediation Supplier] to appoint a Mediator. (b) The Parties shall within ten (10) Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. (c) Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. (d) If the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and shall be binding on the Parties once it is signed by their duly authorised representatives. (e) If the Parties fail to reach agreement in the structured negotiations within sixty (60) Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the Courts / [unless the dispute is referred to arbitration pursuant to the procedures set out in clause I2.6]. I2.6 Subject to clause I2.2, the Parties shall not institute court proceedings until the procedures set out in clauses I2.1 and I2.3 have been completed save that: (a) NCC may at any time before court proceedings are commenced, serve a notice on the Supplier requiring the dispute to be referred to and resolved by arbitration in accordance with clause I2.7. (b) if the Supplier intends to commence court proceedings, it shall serve written notice on NCC of its intentions and NCC shall have twenty one (21) days following receipt of such notice to serve a reply on the Supplier requiring the dispute to be referred to and resolved by arbitration in accordance with clause I2.7. (c) the Supplier may request by notice in writing to NCC that any dispute be referred and resolved by arbitration in accordance with clause I2.7, to which NCC may consent as it sees fit. I2.7 In the event that any arbitration proceedings are commenced pursuant to clause I2.6: (a) the arbitration shall be governed by the provisions of the Arbitration Act 1996; (b) NCC shall give a written notice of arbitration to the Supplier (the Arbitration Notice) stating: (i) that the dispute is referred to arbitration; and (ii) providing details of the issues to be resolved; (c) the London Court of International Arbitration (LCIA) procedural rules in force at the date that the dispute was referred to arbitration in accordance with I2.7(b) shall be applied and are deemed to be incorporated by reference to the Contract and the decision of the arbitrator shall be binding on the Parties in the absence of any material failure to comply with such rules; (d) the tribunal shall consist of a sole arbitrator to be agreed by the Parties; (e) if the Parties fail to agree the appointment of the arbitrator within ten (10) days of the Arbitration Notice being issued by NCC under clause I2.7 (b) or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; (f) the arbitration proceedings shall take place in London and in the English language; and (g) the arbitration proceedings shall be governed by, and interpreted in accordance with, English law. IN WITNESS of which this Agreement has been executed by the parties Executed by NORTHAMPTONSHIRE COUNTY COUNCIL in the presence of: ................................................................... Authorised Signatory  ................................................................... Authorised Signatory Executed by [ ] acting by [NAME OF FIRST DIRECTOR], a director  .................................................................. Signature of First Directorand [NAME OF SECOND DIRECTOR OR COMPANY SECRETARY]  .................................................................. 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