ࡱ>  qbjbjO O k-a-a;5  d'd'd'd'd'$'''P'l('( +,,,,B-12~~~~~~~$o~d'3,,33~d'd',,~%;%;%;3\d',d',~%;3~%;%;tT.|,]a6y|~0lz585l.|5d'.|33%;33333~~%;}33333335333333333  *&:  Dated 2012 between LEICESTER CITY COUNCIL and [CONSULTANT COMPANY NAME] Contents Clause TOC \t "Heading 1,3"1. Interpretation  PAGEREF _Toc298927847 \h 1 2. Term of engagement  PAGEREF _Toc298927848 \h 3 3. Duties  PAGEREF _Toc298927849 \h 3 4. Fees  PAGEREF _Toc298927850 \h 5 5. Expenses  PAGEREF _Toc298927851 \h 6 6. Other activities  PAGEREF _Toc298927852 \h 6 7. Confidential information and Company property  PAGEREF _Toc298927853 \h 7 8. Data protection  PAGEREF _Toc298927854 \h 7 9. Intellectual property  PAGEREF _Toc298927855 \h 8 10. Insurance and liability  PAGEREF _Toc298927856 \h 10 11. Termination  PAGEREF _Toc298927857 \h 11 12. Obligations on termination  PAGEREF _Toc298927858 \h 12 13. Status  PAGEREF _Toc298927859 \h 13 14. Notices  PAGEREF _Toc298927860 \h 13 15. Entire agreement [and previous contracts]  PAGEREF _Toc298927861 \h 14 16. Variation  PAGEREF _Toc298927862 \h 14 17. Counterparts  PAGEREF _Toc298927863 \h 14 18. Third party rights  PAGEREF _Toc298927864 \h 14 19. Governing law and jurisdiction  PAGEREF _Toc298927865 \h 15  Schedule TOC \t "SCH (1STYLE) CLAUSE,3,SCH MAIN HEAD,1,SCH MAIN HEAD SINGLE,1,SCH PART HEAD,2"Schedule Services  PAGEREF _Toc298927866 \h 16  THIS AGREEMENT is dated [DATE] Parties [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (the Council). [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (Consultant Company). Agreed terms Interpretation The definitions and rules of interpretation in this clause apply in this agreement (unless the context requires otherwise). Business Opportunities: any opportunities which the Consultant Company or the Individual becomes aware of during the Engagement which relate to the Council or which the Council reasonably considers might be of benefit to the Council. Commencement Date: [DATE OF COMMENCEMENT OF ENGAGEMENT] Company Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of the Council or its [or their] customers and business contacts, and any equipment, keys, hardware or software provided for the Consultant Company or the Individual's use by the Council during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Consultant Company or the Individual on the computer systems or other electronic equipment of the Council, the Consultant Company or the Individual during the Engagement. Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Council for the time being confidential to the Council and trade secrets including, without limitation, technical data and know-how relating to the Council or any of its [or their] suppliers, customers, agents, distributors, shareholders, management or business contacts, including in particular (by way of illustration only and without limitation) [EXAMPLES] and including (but not limited to) information that the Consultant Company or the Individual creates, develops, receives or obtains in connection with this Engagement, whether or not such information (if in anything other than oral form) is marked confidential. Engagement: the engagement of the Consultant Company by the Council on the terms of this agreement. Individual: [NAME] Insurance Policies: [employer's liability insurance cover,] [professional indemnity insurance cover] [[and] public liability insurance cover]. Intellectual Property Rights: patents, rights to Inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world. Invention: any invention, idea, discovery, development, improvement or innovation made by the Consultant Company or by the Individual in connection with the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium. Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the Engagement other than as expressly set out in this agreement [or any documents referred to in it]. Services: the services described in the REF "a717115" \h \w 0. [Subsidiary and Holding Company: in relation to a company mean "subsidiary" and "holding company" as defined in section 1159 of the Companies Act 2006 [and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) a nominee].] [Substitute: a substitute for the Individual appointed under the terms of clause REF "a191365" \h \w 3.3.] Termination Date: the date of termination of this agreement, howsoever arising. Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, inventions, ideas, discoveries, developments, improvements or innovations and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by the Consultant Company or the Individual in connection with the provision of the Services. The headings in this agreement are inserted for convenience only and shall not affect its construction. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular. The Schedule to this agreement forms part of (and is incorporated into) this agreement. Term of engagement The Council shall engage the Consultant Company and the Consultant Company shall make available to the Council the Individual to provide the Services on the terms of this agreement. The Engagement shall [commence OR be deemed to have commenced] on the Commencement Date and shall continue until the Completion Date or other date authorised by the Council. Duties During the Engagement the Consultant Company shall, and (where appropriate) shall procure that the Individual shall: provide the Services with all due care, skill and ability and use its or his best endeavours to promote the interests of the Council; provide the Services in accordance with the Councils policies set out in schedule 2 unless the Individual is prevented by ill health or accident, devote at least [NUMBER] [hours OR days] in each calendar month to the carrying out of the Services together with such additional time if any as may be necessary for their proper performance; and promptly give to the Council all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services. If the Individual is unable to provide the Services due to illness or injury, the Consultant Company shall advise the Council of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with clause REF "a447717" \h \w 4 in respect of any period during which the Services are not provided. [The Consultant Company may, with the prior written approval of the [Council] and subject to the following proviso, appoint a suitably qualified and skilled Substitute to perform the Services instead of the Individual, provided that the Substitute shall be required to enter into direct undertakings with the Council, including with regard to confidentiality. If the Council accepts the Substitute, the Consultant Company shall continue to invoice the Council in accordance with clause REF "a447717" \h \w 4 and shall be responsible for the remuneration of the Substitute.] The Consultant Company shall use its reasonable endeavours to ensure that the Individual is available at all times on reasonable notice to provide such assistance or information as the Council may require. Unless it or he has been specifically authorised to do so by the Council in writing: neither the Consultant Company nor the Individual shall have any authority to incur any expenditure in the name of or for the account of the Council; and the Consultant Company shall not, and shall procure that the Individual shall not, hold itself out as having authority to bind the Council. The Consultant Company shall, and shall procure that the Individual shall, comply with all reasonable standards of safety and comply with the Council's health and safety procedures from time to time in force at the premises where the Services are provided and report to the Council any unsafe working conditions or practices. The Consultant Company undertakes to the Council that during the Engagement it shall, and shall procure that the Individual shall, take all reasonable steps to offer (or cause to be offered) to the Council any Business Opportunities as soon as practicable after the same shall have come to its or his knowledge and in any event before the same shall have been offered by the Consultant Company or the Individual (or caused by the Consultant Company or the Individual to be offered to) any other party [provided that nothing in this clause shall require the Consultant Company or the Individual to disclose any Business Opportunities to the Council if to do so would result in a breach by the Consultant Company or the Individual of any obligation of confidentiality or of any fiduciary duty owed by it or him to any third party]. The Consultant Company may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that: the Council will not be liable to bear the cost of such functions; and at the Council's request the third party shall be required to enter into direct undertakings with the Council, including with regard to confidentiality. The Consultant Company shall, and shall procure that the Individual shall: comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements); [not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;] have and shall maintain in place throughout the term of this agreement its own policies and procedures, including [but not limited to] adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements[, the Relevant Policies] [and clause REF "a134609" \h \w 3.9(b)], and will enforce them where appropriate; immediately notify the Council if a foreign public official becomes an officer or employee of the Consultant Company or acquires a direct or indirect interest in the Consultant Company (and the Consultant Company warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this agreement); ensure that all persons associated with the Consultant Company or other persons who are performing services [or providing goods] in connection with this agreement comply with this clause REF "a461127" \h \w 3.9; and within [NUMBER] months of the date of this agreement, and annually thereafter, certify to the Council in writing signed by an officer of the Consultant Company, compliance with this clause REF "a461127" \h \w 3.9 by the Consultant Company and all persons associated with it, including the Individual, and all other persons for whom the Consultant Company is responsible under clause REF "a70386" \h \w 3.9(e). The Consultant Company shall provide such supporting evidence of compliance as the Council may reasonably request. Breach of clause REF "a461127" \h \w 3.9 shall be deemed a [material breach OR breach of a material clause] of this agreement. For the purpose of clause REF "a461127" \h \w 3.9, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and (6) of that Act and section 8 of that Act respectively. For the purposes of clause REF "a461127" \h \w 3.9, a person associated with the Consultant Company includes [but is not limited to] any Substitute for the Individual. Fees The Council shall pay the Consultant Company a fee of [AMOUNT] per [hour OR day] [exclusive OR inclusive] of VAT. On the last working day of each month during the Engagement the Consultant Company shall submit to the Council an invoice which gives details of the [hours OR days] which the Individual [or any Substitute] has worked, the Services provided and the amount of the fee payable (plus VAT, if applicable) for the Services during that month. In consideration of the provision of the Services, the Council shall pay each invoice submitted by the Consultant Company in accordance with clause REF "a338313" \h \w 4.1, within [NUMBER] days of receipt. The Council shall be entitled to deduct from the fees (and any other sums) due to the Consultant Company any sums that the Consultant Company [or the Individual] may owe to the Council at any time. Payment in full or in part of the fees claimed under clause REF "a447717" \h \w 4 [or any expenses claimed under clause REF "a917695" \h \w 5] shall be without prejudice to any claims or rights of the Council against the Consultant Company or the Individual in respect of the provision of the Services. Expenses [The Council shall reimburse all reasonable expenses properly and necessarily incurred by the Consultant Company or the Individual in the course of the Engagement, subject to production of receipts or other appropriate evidence of payment OR The Consultant Company shall bear its own expenses incurred in the course of the Engagement]. If the Individual is required to travel abroad in the course of the Engagement, the Consultant Company shall be responsible for any necessary insurances, inoculations and immigration requirements. Other activities Nothing in this agreement shall prevent the Consultant Company or the Individual from being engaged, concerned or having any financial interest in any c apacity in any other business, trade, profession or occupation during the Engagement provided that: such activity does not cause a breach of any of the Consultant Company's obligations under this agreement; the Consultant Company shall not, and shall procure that the Individual shall not, engage in any such activity if it relates to a business which is similar to or in any way competitive with the Council without the prior written consent of the Council; and the Consultant Company shall give priority to the provision of the Services to the Council over any other business activities undertaken by it during the course of the Engagement. Confidential information and Company property The Consultant Company acknowledges that in the course of the Engagement it and the Individual will have access to Confidential Information. The Consultant Company has therefore agreed to accept the restrictions in this clause REF "a229225" \h \w 7. The Consultant Company shall not, and shall procure that the Individual shall not (except in the proper course of its or his duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use its best endeavours to prevent the publication and disclosure of) any Confidential Information. This restriction does not apply to: any use or disclosure authorised by the Council or required by law; or any information which is already in, or comes into, the public domain otherwise than through the Consultant Company's or the Individual's unauthorised disclosure. At any stage during the Engagement, the Consultant Company will promptly on request return to the Council all and any Company Property in its or the Individual's possession. The Consultant Company agrees that the Council reserves the right to disclose information under the Freedom of Information Act 2000 (the Act) as appropriate and that for such purposes information that would otherwise be regarded as or has been described as confidential shall be disclosable under the Act. Data protection The Consultant Company shall procure that the Individual consents to the Council holding and processing data relating to him for legal, personnel, administrative and management purposes and in particular to the processing of any "sensitive personal data" (as defined in the Data Protection Act 1998) relating to the Individual including, as appropriate: information about the Individual's physical or mental health or condition in order to monitor sickness absence; the Individual's racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; information relating to any criminal proceedings in which the Individual has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties; and [ANY OTHER SENSITIVE DATA TO BE PROCESSED]. The Consultant Company consents (and shall procure that the Individual consents) to the Council making such information available to those who provide products or services to the Council such as advisers, regulatory authorities, governmental or quasi governmental organisations and potential purchasers of the Council or any part of its business. The Consultant Company consents (and shall procure that the Individual consents) to the transfer of such information to the Council's business contacts outside the European Economic Area in order to further [its OR their] business interests. Intellectual property The Consultant Company warrants to the Council that it has obtained from the Individual a written and valid assignment of all existing and future Intellectual Property Rights in the Works and of all materials embodying such rights and a written irrevocable waiver of all the Individual's statutory moral rights in the Works, to the fullest extent permissible by law, and that the Individual has agreed to hold on trust for the Consultant Company any such rights in which the legal title has not passed (or will not pass) to the Consultant Company. The Consultant Company agrees to provide to the Council a copy of this assignment on or before the date of this agreement. The Consultant Company hereby assigns to the Council all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this agreement, the Consultant Company holds legal title in these rights and inventions on trust for the Council. The Consultant Company undertakes to the Council: to notify to the Council in writing full details of all Inventions promptly on their creation; to keep confidential the details of all Inventions; whenever requested to do so by the Council and in any event on the termination of the Engagement, promptly to deliver to the Council all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in its or the Individual's possession, custody or power; not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Council; and to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Council, and confirms that the Individual has given written undertakings in the same terms to the Consultant Company. The Consultant Company warrants that: it has not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works; it is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and the use of the Works or the Intellectual Property Rights in the Works by the Council will not infringe the rights of any third party, and confirms that the Individual has given written undertakings in the same terms to the Consultant Company. The Consultant Company agrees to indemnify the Council and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Council, or for which the Council may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Consultant Company to the Council during the course of providing the Services. The Consultant Company shall maintain adequate liability insurance coverage and ensure that the Council's interest is noted on the policy, and shall supply a copy of the policy to the Council on request. The Council may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Consultant Company. The Consultant Company waives any moral rights in the Works to which it is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes the Consultant Company's moral rights. The Consultant Company acknowledges that no further remuneration or compensation other than that provided for in this agreement is or may become due to the Consultant Company in respect of the performance of its obligations under this clause REF "a759246" \h \w 9. The Consultant Company undertakes to execute all documents, make all applications, give all assistance and do all acts and things, at the expense of the Council and at any time either during or after the Engagement, as may, in the opinion of the [Council], be necessary or desirable to vest the Intellectual Property Rights in, and register or obtain patents or registered designs in, the name of the Council and to defend the Council against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works. The Consultant Company confirms that the Individual has given written undertakings in the same terms to the Consultant Company. The Consultant Company hereby irrevocably appoints the Council to be its attorney to execute and do any such instrument or thing and generally to use its name for the purpose of giving the Council or its nominee the benefit of this clause REF "a759246" \h \w 9 [and acknowledges in favour of a third party that a certificate in writing signed by any director or the secretary of the Council that any instrument or act falls within the authority conferred by this clause REF "a759246" \h \w 9 shall be conclusive evidence that this is the case]. Insurance and liability The Consultant Company shall at its own cost effect and maintain with a reputable insurance company a policy or policies of insurance providing as a minimum the following levels of cover: public liability insurance with a limit of indemnity of not less than 10,000,000 (ten million pounds) in relation to any one claim or series of claims; professional indemnity insurance with a limit of indemnity of not less than 5,000,000 (five million pounds) in relation to any one claim or series of claims and shall ensure that all professional consultants involved in the provision of the Services hold and maintain appropriate cover in respect of all risks which may be incurred by the Consultant Company, arising out of the Consultant Company's performance of this agreement, 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 Consultant Company. The Consultant Company shall have liability for and shall indemnify the Council for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from [any breach by the Consultant Company or the Individual [or any Substitute engaged by it] of the terms of this agreement including any negligent or reckless act, omission or default in] the provision of the Services and shall accordingly maintain in force during the Engagement full and comprehensive Insurance Policies. The Consultant Company shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to the Council and that the level of cover and other terms of insurance are acceptable to and agreed by the Council. The Consultant Company shall on request supply to the Council copies of the Insurance Policies and evidence that the relevant premiums have been paid. The Consultant Company shall notify the insurers of the Council's interest and shall cause the interest to be noted on the Insurance Policies [together with a provision to the effect that, if any claim is brought or made by the Council against the Consultant Company in respect of which the Consultant Company would be entitled to receive indemnity under any of the Insurance Policies, the relevant insurer will indemnify the Council directly against such claim and any charges, costs and expenses in respect of such claim. If the relevant insurer does not so indemnify the Council, the Consultant Company shall use all insurance monies received by it to indemnify the Council in respect of any claim and shall make good any deficiency from its own resources.] The Consultant Company shall comply (and shall procure that the Individual complies) with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if the Consultant Company is aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Consultant Company shall notify the Council without delay. Termination Notwithstanding the provisions of clause REF "a248817" \h \w 2.2, the Council may terminate the Engagement with immediate effect without notice and without any liability to make any further payment to the Consultant Company (other than in respect of amounts accrued before the Termination Date) if at any time: the Consultant Company or the Individual commits any gross misconduct affecting the Council; the Consultant Company or the Individual commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Council; the Individual is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); or the Consultant Company or the Individual is, in the reasonable opinion of the Council, negligent or incompetent in the performance of the Services; the Individual is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984; the Consultant Company makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding-up order is made or an administrator or receiver is appointed in relation to the Consultant Company; the Individual is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of [NUMBER] days in any [52-week] consecutive period; the Individual does not own all of the issued share capital (from time to time) of the Consultant Company; the Consultant Company or the Individual commits any fraud or dishonesty or acts in any manner which in the opinion of the Council brings or is likely to bring the Individual, the Consultant Company or the Council into disrepute or is materially adverse to the interests of the Council or the Consultant Company or the Individual commits any [breach of the Council's anti-corruption and bribery policy OR offence under the Bribery Act 2010]. The rights of the Council under clause REF "a74374" \h \w 11.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this agreement on the part of the Consultant Company as having brought the agreement to an end. Any delay by the Council in exercising its rights to terminate shall not constitute a waiver of these rights. Obligations on termination On the Termination Date the Consultant Company shall, and shall procure that the Individual shall: immediately deliver to the Council all Company Property which is in its or his possession or under its or his control; irretrievably delete any information relating to the Council stored on any magnetic or optical disk or memory and all matter derived from such sources which is in its or his possession or under its or his control outside the premises of the Council; and provide a signed statement that it or he has complied fully with its or his obligations under this clause REF "a293816" \h \w 12. Status The relationship of the Consultant Company (and the Individual) to the Council will be that of independent contractor and nothing in this agreement shall render it (nor the Individual) an employee, worker, agent or partner of the Council and the Consultant Company shall not hold itself out as such and shall procure that the Individual shall not hold himself out as such. This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Consultant Company shall be fully responsible for and shall indemnify the Council for and in respect of: any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services or any payment or benefit received by the Individual in respect of the Services, where such recovery is not prohibited by law. The Consultant Company shall further indemnify the Council against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Council in connection with or in consequence of any such liability, deduction, contribution, assessment or claim [other than where the latter arise out of the Council's negligence or wilful default]; any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Individual or any Substitute against the Council arising out of or in connection with the provision of the Services. The Council may at its option satisfy such indemnity (in whole or in part) by way of deduction from payments due to the Consultant Company. The Consultant Company warrants that it is not nor will it prior to the cessation of this agreement, become a managed service company, within the meaning of section 61B of the Income Tax (Earnings and Pensions) Act 2003. Notices Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at its registered office for the time being [or by sending it by fax to the fax number notified by the relevant party to the other party]. Any such notice shall be deemed to have been received: if delivered personally, at the time of delivery; in the case of pre-paid recorded delivery or registered post, [48] hours from the date of posting[. OR ; and] [in the case of fax, at the time of transmission.] In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post [or that the notice was transmitted by fax to the fax number of the relevant party]. Entire agreement [and previous contracts] Each party on behalf of itself acknowledges and agrees with the other party that: this agreement [together with any documents referred to in it] constitute[s] the entire agreement and understanding between the Consultant Company and the Council and supersedes any previous agreement between them relating to the Engagement (which shall be deemed to have been terminated by mutual consent); in entering into this agreement neither party has relied on any Pre-Contractual Statement; and the only remedy available to it or arising out of or in connection with any Pre-Contractual Statement shall be for breach of contract. Nothing in this agreement shall, however, operate to limit or exclude any liability for fraud. Variation No variation of this agreement [or of any of the documents referred to in it] shall be valid unless it is in writing and signed by or on behalf of each of the parties. Counterparts This agreement may be executed in any number of counterparts, each of which, when executed [and delivered], shall be an original, and all the counterparts together shall constitute one and the same instrument. Third party rights [Except as expressly provided elsewhere in this agreement,] a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement [but this does not affect any right or remedy of a third party which exists, or is available, apart from under that Act]. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement is not subject to the consent of any person that is not a party to this agreement. Governing law and jurisdiction This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. The parties irrevocably agree that the courts of England and Wales shall have [exclusive OR non-exclusive] jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). Dispute resolution Either party may call an extraordinary meeting of the parties by service of not less than five Working Days' written notice and each party agrees to procure that it shall attend all extraordinary meetings called in accordance with this clause. The members of the relevant meeting shall use their best endeavours to resolve disputes arising out of this agreement. If any dispute referred to a meeting is not resolved at that meeting then either party, by notice in writing to the other, may refer the dispute to senior officers of the two parties who shall co-operate in good faith to resolve the dispute as amicably as possible within 14 days of service of such notice. If the senior officers fail to resolve the dispute in the allotted time, then the Dispute Resolution Procedure shall be deemed exhausted. This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it. Schedule 1 Services [THIS SHOULD INCLUDE THE FOLLOWING MATTERS: DETAILS OF THE WORK TO BE CARRIED OUT; THE LOCATION(S) WHERE THE SERVICES ARE TO BE PERFORMED; REPORTING PROCEDURE; ANY MILESTONES FOR COMPLETION OF PARTICULAR PROJECTS; AND WHETHER THE SERVICES WILL NEED TO BE PROVIDED TO ANY OTHER COUNCILS ] Schedule 2 Council Policies PUBLIC INTEREST DISCLOSURE (WHISLTEBLOWING) The Consultant Company shall comply with the Public Interest Disclosure Act 1998 (as if such Act applied to the Consultant Company) and shall establish and where necessary update from time to time a procedure for the Consultant Company's Personnel encouraging those personnel to report to the Consultant Company any incidents of malpractice within the Consultant Company or Council. In this context malpractice shall include any fraud or financial irregularity, corruption, criminal offences, failure to comply with any legal or regulatory obligation, endangering the health or safety of any individual, endangering the environment, serious misconduct or serious financial maladministration. EQUALITIES The Consultant Company shall adopt and operate a policy to comply with its statutory obligations including but not limited to the Race Relations Act 1976 (as amended), the Sex Discrimination Act 1975, the Disability Discrimination Act 1995 (as amended), the Human Rights Act 1998, the Data Protection Act 1998, the Employment Equality (Sexual Orientation) Regulations 2003, the Equality Act 2006 and the Employment Equality (Age) Regulations 2006 and accordingly will not treat one group of people less favourably than the other because of their colour race religion nationality gender sexuality or any disability in relation to: its decision to recruit train or promote Staff; or its performance of the Services, particularly in relation to its dealings with members of the public and the Consultant Company shall ensure that its Staff also comply with its statutory obligations, in the same terms as above, particularly in relation to their dealings with members of the public when engaged in the performance of the Services. In the event of any finding of unlawful discrimination being made against the Consultant Company in the last three years by any court or tribunal or of an adverse finding in any form of investigation by anybody charged with carrying out such investigation over the same period the Consultant Company shall take appropriate steps to prevent repetition of the unlawful discrimination. The Consultant Company shall on request provide the Council with details of any steps taken under paragraph 1.2(b) The Consultant Company shall set out its policy on discrimination In instructions for those concerned with the recruitment training and promotion In documents available to employees recognised Trade Unions or other representative groups of employees In recruitment advertisements or other literature The Consultant Company shall on request provide the Council with examples of the instructions and document recruitment advertisements or other literature The Consultant Company shall observe as far as possible all relevant codes of practice The Consultant Company shall provide such information as the Council may reasonably request for the purpose of assessing the Consultant Companys compliance with these paragraphs 1.2(a) to 1.2(f) as far as relevant The Consultant Company shall at all times maintain a system of audit monitoring and actions in respect of its employment practices, services and customer care generally with a view to eliminating any disadvantage or discrimination on the basis of, and to promote equality of opportunity on the grounds of race (including ethnic origin, nationality, national origin or colour) gender, marital status, gender reassignment or disability, the promotion of good race relations between people of different racial groups the need to take steps to take account of disabled persons disabilities, the promotion of positive attitudes towards disabled persons and the need to encourage participation by disabled persons in public life. Further, the Consultant Company shall co-operate with the Council in providing statistics and other information as the Council may from time to time reasonably require in connection with its duties as a public authority in connection with gender, race and disability. BEST VALUE In undertaking the Services, the Consultant Company shall be under a duty to secure demonstrable, measurable continuous improvement (having regard to efficiency, economy and effectiveness) in the achievement of the delivery of its contractual obligations and of the Services as a whole, including specifically the cost of the Services, the time, cost quality and health and safety standards of the various processes involved in delivery of the Services AND FURTHER the Consultant Company shall co-operate with the Council and others to the extent required so that the Council can keep under review the performance of the Services required under this agreement and this paragraph in particular. ENVIRONMENT The Consultant Company shall comply with its statutory obligations under Environmental Legislation and for the purposes of this agreement Environmental Legislation means the Environmental Protection Act 1990, the Water Resources Act 1991, the Clean Air Act 1993, the Environment Act 1995 and any regulations, directions or guidance having statutory effect pursuant to the same, or any EU directive having effect which makes provision for the control of pollution, the control of hazardous substances land use control and wild life and countryside protection. In the event of any finding by any court or tribunal or other judicial or quasi judicial body being made against the Consultant Company in respect of any breach of environmental legislation the Consultant Company shall take appropriate steps to abate such a breach and prevent its repetition. The Consultant Company shall upon request provide the Council with details of any steps taken under paragraph 1.4(b) above. The Consultant Company shall within 3 months of the date of this agreement adopt a policy to the satisfaction of the Council to comply with the Councils Environment Purchasing Guide (http://www.leicester.gov.uk/your-Councils--services/ep/the environment/environmental-documents) and shall thereafter maintain such a policy taking account as far as is reasonably practical of any amendment to that policy from time to time made by the Council and any revisions or amendments to any national guidelines or any nationally recognised procedures or lists which relate to the minimising of environmental emergency. The Consultant Company shall observe as far as possible the policy from time to time enforced by virtue of paragraph 1.4(d) above. The Consultant Company shall provide such information as the Council may reasonably request for the purposes of assessing the Consultant Companys compliance with paragraphs 1.4(d) and 1.4(e) above as far as is relevant including examples of documents advertisements or other literature. The Consultant Company shall: institute and maintain an environmental management system in accordance with the procedures targets and other specifications mentioned in, and shall provide and perform the Services in all respects in accordance with, the Environmental Statement (where the words Environmental Statement mean the environmental method statement and any other information or representations supplied with incorporated into or presented within the Consultant Companys response to the Councils invitation to the Consultant Company to negotiate for this agreement. operate such environmental management system as referred to in paragraph 1.4(g)(i) above during the operational phase that complies with Leicester City Councils EMAS environmental objectives and targets (a copy of which is available from the Council on request) and shall furnish such detailed information as the Council may reasonably require in regard thereto and without prejudice to the generality of the foregoing shall accurately complete and submit to the Council, at such times as the Council shall reasonably direct (but so that the Consultant Company shall not be required to submit more than one return in any one period of 12 months), performance returns in the form to be directed by the Council (acting reasonably). The Consultant Company shall also permit the Council (acting reasonably) to inspect the system referred to in this paragraph for compliance with the requirements of this paragraph. The Consultant Company shall provide the Services so that all vehicles used in provision of the Services will comply with the Councils best practice requirements under its policies from time to time in force such as to EMAS. Where higher standards are not set under such policy the minimum standard will be for all vehicles used in the provision of the Services to meet the current Euro Standards (Euro V in the year 2008) and if the vehicle has a diesel engine it must run on a biofuel mix of at least 5%. HEALTH AND SAFETY The Consultant Company shall promptly notify the Council of any health and safety hazards, which may arise in connection with the performance of this agreement. The Council shall promptly notify the Consultant Company of any health and safety hazards that may exist or arise at the Council's Premises and that may affect the Consultant Company in the performance of this agreement. While on the Council's Premises, the Consultant Company shall comply with any health and safety measures implemented by the Council in respect of staff and other persons working on the Council's Premises. The Consultant Company shall notify the Council immediately in the event of any incident occurring in the performance of this agreement on the Council's Premises where that incident causes any personal injury or damage to property that could give rise to personal injury. The Consultant Company 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 Council's Premises in the performance of this agreement. The Consultant Company 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 the Council on request. Executed as a deed by [NAME OF COMPANY] acting by [NAME OF FIRST DIRECTOR], a director and [NAME OF SECOND DIRECTOR OR SECRETARY], [a director OR its secretary]....................................... [SIGNATURE OF FIRST DIRECTOR] Director ....................................... [SIGNATURE OF SECOND DIRECTOR OR SECRETARY] [Director OR Secretary]OR Executed as a deed by [NAME OF COMPANY] acting by [NAME OF DIRECTOR], a director, in the presence of: ....................................... [SIGNATURE OF WITNESS] [NAME, ADDRESS [AND OCCUPATION] OF WITNESS] ....................................... [SIGNATURE OF DIRECTOR] Director Executed as a deed by [NAME OF CONSULTANT COMPANY] acting by [NAME OF FIRST DIRECTOR], a director and [NAME OF SECOND DIRECTOR OR SECRETARY], [a director OR its secretary]....................................... [SIGNATURE OF FIRST DIRECTOR] Director ....................................... [SIGNATURE OF SECOND DIRECTOR OR SECRETARY] [Director OR Secretary]OR Executed as a deed by [NAME OF CONSULTANT COMPANY] acting by [NAME OF DIRECTOR], a director, in the presence of: ....................................... [SIGNATURE OF WITNESS] [NAME, ADDRESS [AND OCCUPATION] OF WITNESS] ....................................... 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