the AUTHORITY

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					       Ref: RM450 Photocopiers & Multifunctional Products & Services, Print Room &
                                  Managed Services




                                 OGCbuying.solutions


                                         - and -


                                           [ ]



                             FRAMEWORK AGREEMENT


                                  for the provision of


 PHOTOCOPIERS & MULTIFUNCTIONAL PRODUCTS AND SERVICES, PRINT
                 ROOM AND MANAGED SERVICES

                                   CONTRACT REF
                                      RM450




OGCbuying.solutions
5th Floor Royal Liver Building
Pier Head
Liverpool L3 1PE




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CLAUSES
Clause                                                                                                                    Page No
1.       INTERPRETATIONS .................................................................................................... 6
2.       TERM OF FRAMEWORK AGREEMENT .................................................................. 8
3.       SCOPE OF THIS FRAMEWORK AGREEMENT ....................................................... 8
4.       ORDERING PROCEDURE .......................................................................................... 9
5.       STANDARDS AND REGULATIONS ......................................................................... 9
6.       CHARGES FOR GOODS AND/OR SERVICES ......................................................... 9
7.       MANAGEMENT INFORMATION ............................................................................ 10
8.       MANAGEMENT CHARGE........................................................................................ 10
9.       AMENDMENTS TO THIS FRAMEWORK AGREEMENT ..................................... 11
10.      MARKETING .............................................................................................................. 11
11.      COMMUNICATIONS .................................................................................................12
12.      TERMINATION AND SUSPENSION ....................................................................... 12
13.      CONSEQUENCES OF TERMINATION AND EXPIRY .......................................... 15
14.      WARRANTIES AND REPRESENTATIONS ............................................................ 16
15.      LIMITATION OF LIABILITY ................................................................................... 19
16.      COMPLAINTS HANDLING ...................................................................................... 20
17.      DATA PROTECTION .................................................................................................20
18.      INTELLECTUAL PROPERTY RIGHTS ...................................................................21
19.      CONFIDENTIALITY ..................................................................................................22
20.      PUBLICITY ................................................................................................................. 25
21.      DISPUTE RESOLUTION ........................................................................................... 25
22.      INSURANCE ............................................................................................................... 26
23.      RECOVERY OF SUMS DUE ..................................................................................... 27
24.      STATUTORY REQUIREMENTS .............................................................................. 28
25.      ENVIRONMENTAL REQUIREMENTS ...................................................................28
26.      NON-DISCRIMINATION........................................................................................... 28
27.      OFFICIAL SECRETS ACTS....................................................................................... 29
28.      CORRUPT GIFTS AND PAYMENTS OF COMMISSION ...................................... 29
29.      GRANTING OF TRADE MARKS ............................................................................. 30
30.      CONFLICT OF INTEREST ........................................................................................ 30
31.      SAFEGUARD AGAINST FRAUD ............................................................................. 31
32.      TRANSFER AND SUB-CONTRACTING .................................................................31
33.      RIGHTS OF THIRD PARTIES ................................................................................... 33
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34.   RECORDS AND AUDIT ACCESS ............................................................................ 33
35.   FREEDOM OF INFORMATION ................................................................................ 34
36.   FORCE MAJEURE...................................................................................................... 35
37.   CUSTOMER SATISFACTION MONITORING ........................................................ 36
38.   LEGISLATIVE CHANGE .......................................................................................... 36
39.   STATUTORY INVALIDITY ...................................................................................... 37
40.   REMEDIES CUMULATIVE ...................................................................................... 37
41.   SEVERABILITY ......................................................................................................... 37
42.   WAIVER ...................................................................................................................... 37
43.   NON-EXCLUSIVITY .................................................................................................38
44.   LAW AND JURISDICTION ....................................................................................... 38
45.   ENTIRE AGREEMENT .............................................................................................. 38
GOODS AND/OR SERVICESGOODS AND/OR SERVICES




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                                      SCHEDULES
1.    Interpretations
2.    2A: Model Contract (including Annex A to the Contract Clauses) and 2B: Master Lease
      Agreement
3.    The Goods and/or Services, Performance Levels and Credits
4.    The Charges
5.    Ordering Procedures (including Annex A to Schedule 5)
6.    Management Information
7.    Agreement Change Procedure
8.    Charges Variation Procedure
9.    Sub-Contractors
10.   NOT USED
11.   Model Forms
12.   Standards and Regulations
13.   Marketing
14.   Alternative and Additional Clauses
15.   Guidance Notes
16.   Insurance
17.   Parent Company Guarantee/Deed of Guarantee




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                              CONTRACT SCHEDULES
2-1. Interpretations
2-2. The Ordered Good and/or Services, Performance Levels and Credits
2-3. The Charges and Charges Variation Procedure
2-4. Invoicing Procedure
2-5. Service Acceptance Procedures
2-6. Contract and Service Management
2-7. Contract Change Procedure
2-8. Sub-Contractors
2-9. Dispute Resolution Procedure
2-10. Model Confidentiality Agreement
2-11. Exit and Service Transfer Arrangements
2-12. Standards and Regulations
2-13. Liquidated Damages
2-14. Parent Company Guarantee




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THIS FRAMEWORK AGREEMENT is made on the [number] day of [month] [year]


BETWEEN
(1)   The Lords Commissioners of Her Majesty‟s Treasury as represented by
      OGCbuying.solutions being a trading fund of Her Majesty‟s Treasury without separate
      legal personality (“the AUTHORITY”);
AND
(2)   [name], a company registered in [city] under company number [number], whose
      registered office is at [address] (“the PROVIDER”).
WHEREAS:
A.    The AUTHORITY placed a contract notice, reference 2007/S 126-154424 the Official
      Journal of the European Union on 4th July 2007 seeking expressions of interest from
      providers for the provision of Goods and Services to public sector bodies under a
      framework agreement.
B.    The PROVIDER submitted its expression of interest on a date no later than 7th August
      2007 in response to the contract notice.
C.    The AUTHORITY invited potential providers (including the PROVIDER) on [date] to
      tender for the provision of Goods and/or Services;
D.    The PROVIDER submitted a tender on [date];
E.    On the basis of the PROVIDER‟s tender the AUTHORITY selected the PROVIDER to
      enter into a framework arrangement to provide Goods and/or Services to the Customers
      on a call-off basis in accordance with this Framework Agreement;
F.    The Framework Agreement sets out the award and ordering procedure for Goods and/or
      Services which may be required by Customers, the main terms and conditions for any
      call-off Contract and/or Lease Agreements which Customers may conclude, and the
      obligations of the PROVIDER during and after the term of this Framework Agreement.
G.    It is the Parties‟ intention that there will be no obligation for any Customer to award any
      orders under this Framework Agreement to the PROVIDER during the Term.


NOW IT IS HEREBY AGREED AS FOLLOWS:
1.    INTERPRETATIONS
      1.1.  Unless the context otherwise requires, the terms and expressions ascribed to in
            Schedule 1 shall have the meanings set out therein.
      1.2.  The interpretation and construction of this Framework Agreement shall all be
            subject to the following provisions:
            1.2.1.       words importing the singular meaning include where the context so
                         admits the plural meaning and vice versa;
            1.2.2.       words importing the masculine include the feminine and the neuter;
            1.2.3.       the words “include”, “includes” and “including” are to be construed
                         as if they were immediately followed by the words “without
                         limitation”;


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       1.2.4.     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;
       1.2.5.     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;
       1.2.6.     headings are included in this Framework Agreement for ease of
                  reference only and shall not affect the interpretation or construction
                  of this Framework Agreement;
       1.2.7.     references in this Framework Agreement to any Paragraph or sub-
                  paragraph without further designation shall be construed as a
                  reference to the paragraph or sub-paragraph of the relevant
                  Schedule to this Framework Agreement so numbered;
       1.2.8.     reference to a Clause is a reference to the whole of that clause
                  unless stated otherwise; and
       1.2.9.     in the event and to the extent only of any conflict between the
                  Clauses and the remainder of the Schedules, the Clauses shall
                  prevail over the remainder of the Schedules.
       1.2.10.    references to “Clauses” and “Schedules” other than in Schedule 2
                  are, unless otherwise provided or the context so necessitates,
                  references to the Clauses of and Schedules to this Framework
                  Agreement. References to “paragraphs” are, unless otherwise
                  provided, references to paragraphs of the Schedule in which the
                  references are made.
       1.2.11.    references to “Clauses” and “Schedules” in Schedule 2 are, unless
                  otherwise provided or the context so necessitates, references to the
                  Clauses of and Schedules to the Contract and references in
                  Schedule 2 to “paragraphs” are, unless otherwise provided,
                  references to paragraphs of the Schedule to the Contract in which
                  the references are made.
       1.2.12.    terms or expressions contained in this Framework Agreement or a
                  Contract which are capitalised but which do not have an
                  interpretation in Schedule 1 or Schedule 2 as appropriate shall be
                  interpreted in accordance with the common interpretation within
                  the [relevant market sector/industry] where appropriate. Otherwise
                  they shall be interpreted in accordance with the dictionary meaning.
       1.2.13.    in the event and to the extent only of any conflict between the
                  Clauses together with Schedule 1, the remainder of the Schedules
                  and the Catalogue, the Clauses together with Schedule 1 shall
                  prevail over the remainder of the Schedules, which in turn shall
                  prevail over the Catalogue.
1.3.   NOT USED




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2.   TERM OF FRAMEWORK AGREEMENT

     2.1.    The Framework Agreement shall take effect on the Commencement Date and
             (unless it is otherwise terminated in accordance with the terms of this
             Framework Agreement or it is otherwise lawfully terminated) shall terminate
             at:
             2.1.1.        the end of the Initial Term; or
             2.1.2.        if the AUTHORITY elects to extend the Initial Term, at the end of
                           the Extension Period.
     2.2.    The AUTHORITY may extend the duration of this Framework Agreement for
             any period up to a maximum of two (2) years from the expiry of the Initial
             Term by giving the PROVIDER no less than three (3) Month‟s written notice
             prior to the end of the Initial Term.

3.   SCOPE OF THIS FRAMEWORK AGREEMENT
     3.1.  This Framework Agreement governs the relationship between the
           AUTHORITY and the PROVIDER in respect of the provision of the Goods
           and/or Services by the PROVIDER to the Customers and/or the AUTHORITY.
     3.2.  This Framework Agreement is an agreement to agree, entitling (but not
           requiring) Customers at any time during the Term to enter into Contracts
           and/or Lease Agreement with the PROVIDER.
     3.3.  The AUTHORITY and Customers may at their absolute discretion and from
           time to time order Goods and/or Services from the PROVIDER in accordance
           with the Ordering Procedures during the Term.
     3.4.  No undertaking shall be deemed to have been made by the AUTHORITY and
           any Customer in respect of the total quantities or values of the Goods and/or
           Services to be ordered by them pursuant to this Framework Agreement and the
           PROVIDER acknowledges and agrees that it has not entered into this
           Framework Agreement on the basis of any such undertaking.
     3.5.  Ordering ProceduresThe PROVIDER shall at all times during the Term
           maintain the organisational and technical ability and capacity to provide the
           Goods and/or Services in accordance with this Framework Agreement as the
           Goods and/or Services are required from time to time by Customers.
     3.6.  The Goods and/or Services specified in Schedule 3 shall be subject to
           Approval. Goods and/or Services that are approved will be shown as a
           Catalogue Entry and shall be made available to Customers to Order.
     3.7.  The PROVIDER shall maintain and keep up to date the Catalogue throughout
           the Term. Any amendment to the Catalogue shall be subject to the Agreement
           Change Procedures.
     3.8.  The PROVIDER hereby licenses the AUTHORITY for the Term on a royalty-
           free basis to use, copy and publish (electronically and in hard copy formats) the
           information in the Catalogue provided by the PROVIDER. All Intellectual
           Property Rights in such information (except insofar as such information derives
           from material provided by the AUTHORITY) shall remain in the PROVIDER.
     3.9.  The PROVIDER shall not commit any act, nor forbear to commit any act, that
           shall compromise a Customer‟s compliance with the Directives or the
           Guidance Notes.
     3.10. Any Contract and/or Lease Agreement entered into under this Framework
           Agreement shall commence on the date of the execution of that Contract and/or
           Lease Agreement and shall expire no later than five (5) years (seven (7) years
           for VHV products only) after such execution or five (5) years (seven (7) years
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             for VHV products only) after the expiry of this Framework Agreement,
             whichever is the earlier.
     3.11.   The PROVIDER acknowledges that each Customer is independently
             responsible for the conduct its award of the Contract under this Framework
             Agreement and that the AUTHORITY is not responsible or accountable for
             and shall have no liability whatsoever in relation to:
             3.11.1.     the conduct of a Customer in relation to this Framework
                         Agreement; or
             3.11.2.     the performance or non-performance of any of the Contracts or
                         Lease Agreements between the PROVIDER and the Customer
                         entered into pursuant to this Framework Agreement.

4.   ORDERING PROCEDURES
     4.1. If the Customer‟s Goods and/or Services Requirements can be met by the
          Goods and/or Services set out in the Catalogue by application of the terms laid
          down in this Framework Agreement without the need to amend or add any
          supplementary terms and conditions, then the Customer shall place an Order in
          accordance with the procedures set out in Paragraph 2 of the Ordering
          Procedures, Schedule 5;
     4.2. If all of the terms of the Customer‟s Goods and/or Services Requirements are
          not laid down in this Framework Agreement and it is necessary to amend or
          add supplementary terms and conditions, then the Customer shall place an
          Order in accordance with the procedures set out in Paragraph 3 of the Ordering
          Procedures, Schedule 5.
     4.3. The PROVIDER shall comply with its obligations under the Ordering
          Procedures, Schedule 5.

5.   STANDARDS AND REGULATIONS
     5.1.    The PROVIDER shall provide the Goods and/or Services, and meet its
             responsibilities and obligations as set out within this Framework Agreement
             and any subsequent order.


6.   CHARGES FOR GOODS AND/OR SERVICES
     6.1.    Charges
             6.1.1.     The Charges applicable for each of the Goods and/or Services are
                        set out in Schedule 4.
             6.1.2.     The Charges shall be exclusive of Value Added Tax.
             6.1.3.     The Charges shall be varied in accordance with the provisions of
                        Schedule 8.
     6.2.    Benchmarking
             6.2.1.     The AUTHORITY may benchmark the Goods and/or Services at
                        any time during the Term in order to compare the Charges with
                        charges offered by third Parties.
             6.2.2.     The AUTHORITY shall be entitled to use any model to determine
                        the achievement of value for money to carry out the benchmarking
                        evaluation referred to in Clause 6.2.1.

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            6.2.3.     The AUTHORITY shall be entitled to publish the results of any
                       benchmarking of the Charges to Customers.
            6.2.4.     The PROVIDER shall use all reasonable endeavours and act in
                       good faith to supply information required by the AUTHORITY in
                       order to undertake the benchmarking referred to in this Clause 6.2,
                       such information requirements to be at the discretion of the
                       AUTHORITY.


7.   MANAGEMENT INFORMATION
     7.1.   The PROVIDER shall, at no charge to the Authority, submit Management
            Information to the AUTHORITY on a Monthly/Quarterly basis in accordance
            with the provisions of Section 5.12.4 of Schedule 3 and Schedule 6, throughout
            the Term and thereafter in respect of any extant Contract and/or Lease
            Agreement.
     7.2.   The PROVIDER shall implement an order processing system that identifies
            and records all Orders. Such system shall enable the PROVIDER to track all
            Orders and ascertain their status at any time and shall produce the Records
            specified in Clause 34.
     7.3.   Within three (3) Months of the date hereof, the PROVIDER shall confirm to
            the AUTHORITY that the Order processing system has been successfully
            implemented and shall submit a description of the system to the AUTHORITY.
     7.4.   The PROVIDER acknowledges and agrees that:
            7.4.1.     the AUTHORITY may share the Management Information
                       supplied by the PROVIDER with any Customer;
            7.4.2.     the AUTHORITY and the Customer shall be entitled, but not
                       obliged, to use the Management Information to make any decisions
                       under or in relation to this Framework Agreement, the Contracts,
                       the Lease Agreements and any other contract between any
                       Customer and the PROVIDER.


8.   MANAGEMENT CHARGE
     8.1.   In consideration of the award of this Framework Agreement and the
            management and administration by the AUTHORITY of the overall
            contractual structure and associated documentation, the PROVIDER shall pay
            to the AUTHORITY the Management Charge (0.7% in relation to this
            Framework).
     8.2.   The AUTHORITY shall submit invoices to the PROVIDER (at its nominated
            address for invoices) in respect of the Management Charge due each Month
            based on the Management Information provided pursuant to Schedule 6. All
            such invoices shall be payable by the PROVIDER within twenty eight (28)
            days of the date of issue of the invoice.
     8.3.   The Management Charge of 0.7% shall apply to the total Charges specified in
            each and every Contract and Lease Agreement and shall not be varied as a
            result of any reduction in the full Charges arising from the application of
            Credits.
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      8.4.    The Management Charge shall be exclusive of Value Added Tax. The
              PROVIDER shall pay the Value Added Tax on the Management Charge at the
              rate and in the manner prescribed by law from time to time.
      8.5.    Interest shall be payable by the PROVIDER on any late payments of the
              Management Charge under this Framework Agreement in accordance with the
              Late Payment of Commercial Debts (Interest) Act 1998.
      8.6.    In the event that the PROVIDER identifies a mistake in the reporting of
              Charges for Goods and/or Services invoiced to Customers, the PROVIDER
              shall inform the AUTHORITY immediately.


9.    AMENDMENTS TO THIS FRAMEWORK AGREEMENT
      9.1.    No amendment to the provisions of this Framework Agreement, other than a
              variation of the Charges pursuant to the provisions of Schedule 8, or an
              addition to the Sub-Contractors specified in Schedule 9 shall be effective
              unless made in accordance with the Agreement Change Procedures.
      9.2.    The control of changes to this Framework Agreement shall be in accordance
              with the Agreement Change Procedures. For these purposes a “Change” shall
              include any amendment to this Framework Agreement and any amendments to
              the Catalogue. For each Change that is agreed by the AUTHORITY and the
              PROVIDER pursuant to this Clause 9, this Framework Agreement or the
              Catalogue shall be amended to the extent necessary to give effect to that
              Change, and for this purpose the AUTHORITY and the PROVIDER shall use
              the form of amendment as set out in Schedule 7. Unless and until such
              amendment is made in accordance with this Clause 9, no Change shall be
              considered effective, and this Framework Agreement and the Catalogue shall
              not in any way be considered to have been varied.
      9.3.    In the event that a Change is implemented pursuant to the provisions of
              Clause 9.2 and such Change is to Schedule 2, the Change shall be implemented
              in Schedule 2 and the AUTHORITY and the PROVIDER shall agree
              implementation of the Change to extant affected Contracts as follows:
              9.3.1.     the change shall not be implemented in any extant Contracts; or
              9.3.2.     the PROVIDER shall give each Customer that is the Party to each
                         such affected extant Contract and/or Lease Agreement the option to
                         implement the Change in their Contract and/or Lease Agreement
                         pursuant to the procedure for contract change set out in the relevant
                         Contract and/or Lease Agreement.


10.   MARKETING
      10.1.   The PROVIDER shall undertake marketing of the Photocopiers and
              Multifunctional Products and Services, Print Room and Managed Services
              Framework Agreement to Customers in accordance with the provisions of
              Schedule 13, throughout the Term.




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11.   COMMUNICATIONS
      11.1.   Except as otherwise expressly provided, no communication from one Party to
              the other shall have any validity under this Framework Agreement unless made
              in writing by or on behalf of the Party sending such communication.
      11.2.   Any notice or other communication whatsoever which either the AUTHORITY
              or the PROVIDER is required or authorised by this Framework Agreement to
              give or make to the other shall be given or made by first class post in a prepaid
              letter, addressed to the other at the address specified in Clause 11.3. Such
              notice or communication shall be deemed, for the purposes of this Framework
              Agreement, to have been given or made two (2) Working Days after dispatch
              by the sender.
      11.3.   For the purposes of Clause 11.2 the address of each Party shall be:
              11.3.1.     For the AUTHORITY:
                          OGCbuying.solutions
                          5th Floor Royal Liver Building
                          Pier Head
                          Liverpool L3 1PE



              11.3.2.     For the PROVIDER:
                                         [Insert job title and address]
                                         For the attention of [job title]
      11.4.   Either Party may change its address for service by serving a notice in
              accordance with this Clause.


12.   TERMINATION AND SUSPENSION
      12.1.   Termination on Corruption
              12.1.1.     The AUTHORITY may terminate this Framework Agreement by
                          serving notice on the PROVIDER in writing will effect from the
                          date specified in such notice where the conduct prohibited in
                          Clause 28 has occurred.
      12.2.   Termination in relation to Official Secrets Act
              12.2.1.     The AUTHORITY may terminate the Framework Agreement by
                          serving notice on the PROVIDER in writing with effect from the
                          date specified in such notice where the PROVIDER is in breach of
                          its obligation in Clause 27.
      12.3.   Termination on Default
              12.3.1.     The AUTHORITY may terminate the Framework Agreement by
                          serving written notice on the PROVIDER with effect from the date
                          specified in such notice where the PROVIDER commits a Material
                          Default and if:

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                   12.3.1.1.     the PROVIDER has not remedied the Material
                                 Default to the satisfaction of the AUTHORITY
                                 within twenty [20] Working Days, or such other
                                 period as may be specified by the AUTHORITY,
                                 after issue of a written notice specifying the Default
                                 and requesting it to be remedied; or
                   12.3.1.2.     the Material Default is not, in the reasonable opinion
                                 of the AUTHORITY, capable of remedy.
12.4.   Termination on Consistent Failure
        12.4.1.    The AUTHORITY may terminate the Framework Agreement by
                   serving notice on the PROVIDER in writing with effect from the
                   date specified in such notice where a Consistent Failure as
                   occurred.
12.5.   Termination on Financial Standing
        12.5.1.    The AUTHORITY may terminate the Framework Agreement by
                   serving notice on the PROVIDER in writing with effect from the
                   date specified in such notice where (in the reasonable opinion of
                   the AUTHORITY), there is a material detrimental change in the
                   financial standing and/or the credit rating of the PROVIDER which
                   adversely impacts on the PROVIDER‟s ability to provide Goods
                   and/or Services under this Framework Agreement.
12.6.   Termination on Insolvency or Change of Control
        12.6.1.    The AUTHORITY may terminate this Framework Agreement with
                   immediate effect by notice in writing where the PROVIDER is a
                   company and in respect of the PROVIDER:
                   12.6.1.1.     a proposal is made for a voluntary arrangement with
                                 Part 1 of the Insolvency Act 1986 or of any other
                                 composition scheme or arrangement with, or
                                 assignment for the benefits of, its creditors; or
                   12.6.1.2.     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
                   12.6.1.3.     a petition is presented for its winding-up (which is
                                 not dismissed within 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
                   12.6.1.4.     a receiver, administrative receiver or similar officer
                                 is appointed over the whole or any part of its
                                 business or assets; or




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                 12.6.1.5.     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
                 12.6.1.6.     it is or becomes insolvent within the meaning of
                               section 123 of the Insolvency Act 1986; or
                 12.6.1.7.     any event similar to those listed in Clause 12.6.1.1 to
                               12.6.1.6 occurs under the law of any other
                               jurisdiction.
      12.6.2.    The AUTHORITY may terminate this Framework Agreement with
                 immediate effect by notice in writing where the PROVIDER is a
                 natural person and in respect of the PROVIDER
                 12.6.2.1.     becomes bankrupt;
                 12.6.2.2.     an order has been made against him for the benefit
                               of his creditors, or shall make any conveyance or
                               assignment for the benefit of his creditors, or shall
                               purport so to do;
                 12.6.2.3.     appears unable to pay or to have no reasonable
                               prospect of being able to pay a debt within the
                               meaning of Section 268 of the Insolvency Act 1986;
                 12.6.2.4.     becomes apparently insolvent within the meaning of
                               the Bankruptcy (Scotland) Act 1985 as amended by
                               the Bankruptcy (Scotland) Act 1993, or any
                               application shall be made under any bankruptcy or
                               insolvency act for the time being in force for
                               sequestration of his estate;
                 12.6.2.5.     a trust deed shall be granted by him on behalf of his
                               creditors, or any similar event occurs under the law
                               of any other jurisdiction;
                 12.6.2.6.     dies or be adjudged incapable of managing his or her
                               affairs within the meaning of Part VII of the Mental
                               Health Act 1983;
      12.6.3.    The PROVIDER shall notify the AUTHORITY if the PROVIDER
                 undergoes a change of control within the meaning of Section 416
                 of the Income and Corporation Taxes Act 1988 (“change of
                 control”). The AUTHORITY may terminate the Framework
                 Agreement by giving notice to the PROVIDER with immediate
                 effect within (6) months of:
                 12.6.3.1.     being notified that a change of control has occurred;
                               or
                 12.6.3.2.     where no notification has been made, the date that
                               the AUTHORITY becomes aware of the change of
                               control;


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                         but shall not be permitted to terminate the AUTHORITY has given
                         its written consent prior to the change of control.
      12.7.   Termination by the AUTHORITY
              12.7.1.    The AUTHORITY shall have the right to terminate this Framework
                         Agreement, or to terminate the provision of any part of the
                         Framework Agreement at any time by giving three (3) Months‟
                         written notice to the PROVIDER and all other Framework
                         Providers.
      12.8.   Partial Termination
              12.8.1.    If the AUTHORITY is entitled to terminate this Framework
                         Agreement, it may (at its absolute discretion) terminate all or part
                         of this Framework Agreement.
      12.9.   Suspension of the PROVIDER‟s Appointment
              12.9.1.    Without prejudice to the AUTHORITY's rights to terminate the
                         Framework Agreement in Clause 12 above, if a right to terminate
                         this Framework Agreement arises in accordance with Clause 12 or
                         if the AUTHORITY reasonably believes that a Consistent Failure
                         has occurred, the AUTHORITY may suspend the PROVIDER‟s
                         appointment to provide Goods and/or Services to Customers by
                         giving notice in writing to the PROVIDER. If the AUTHORITY
                         provides notice to the PROVIDER in accordance with this Clause,
                         the PROVIDER's appointment shall be suspended for the period set
                         out in the notice or such other period notified to the PROVIDER by
                         the AUTHORITY in writing from time to time.
              12.9.2.    NOT USED


13.   CONSEQUENCES OF TERMINATION AND EXPIRY
      13.1.   Notwithstanding the service of a notice to terminate this Framework
              Agreement, the PROVIDER shall continue to fulfil its obligations under this
              Framework Agreement until the date of expiry or termination or suspension of
              this Framework Agreement or such other date as required under this Clause 13.
      13.2.   A termination of this Framework Agreement shall not cause any Contracts
              and/or Lease Agreements to terminate automatically. For the avoidance of
              doubt, all Contracts and/or Lease Agreements shall remain in force unless and
              until they are terminated or expire in accordance with their own terms.
      13.3.   NOT USED




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      13.4.   Within ten (10) Working Days of the date of termination of this Framework
              Agreement, the PROVIDER shall return to the AUTHORITY any data and
              Confidential Information belonging to the AUTHORITY in the PROVIDER‟s
              possession, power or control, either in its then current format or in a format
              nominated by the AUTHORITY (in which event the AUTHORITY will
              reimburse the PROVIDER‟s reasonable data conversion expenses), together
              with all training manuals and other related documentation, and any other
              information and all copies thereof owned by the AUTHORITY, save that it
              may keep one copy of any such data or information for a period of up to twelve
              (12) Months to comply with its obligations under Clause 13.5, or such period
              as is necessary for such compliance.
      13.5.   The AUTHORITY shall be entitled to require access to data or information
              arising from the provision of the Goods and/or Services from the PROVIDER
              until the latest of:
              13.5.1.    the expiry of a period of twelve (12) Months following termination
                         or expiry of this Framework Agreement; or
              13.5.2.    the expiry of a period of three (3) Months following the date on
                         which the PROVIDER ceases to provide any Goods and/or
                         Services under any Contract and/or Lease Agreement.
      13.6.   Termination or expiry of this Framework Agreement shall be without prejudice
              to any rights, remedies or obligations of both Parties accrued under this
              Framework Agreement prior to termination or expiry.
      13.7.   The provisions of Clauses 13, 14, 15, 17, 19, 22, 28, 30, 31, 34, 44 and the
              Paragraphs in Schedules 1 to 6 inclusively (and without limitation to the
              foregoing, any other provision of this Framework Agreement which by its
              terms is to be performed or observed notwithstanding termination or expiry or
              which is expressed to survive termination or expiry) shall survive the
              termination or expiry of this Framework Agreement, together with any other
              provision which is either expressed to or by implication is intended to survive
              termination.


14.   WARRANTIES AND REPRESENTATIONS
      14.1.   The PROVIDER warrants and represents that:
              14.1.1.    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 to perform this Framework
                         Agreement;
              14.1.2.    this Framework Agreement is executed by a duly authorised
                         representative of the PROVIDER;
              14.1.3.    in entering into this Framework Agreement, any Contract, or Lease
                         Agreement, it has not committed any Fraud;




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      14.1.4.    as at the Commencement Date, all information, statements and
                 representations contained in the Tender and the PQQ Response
                 (including statements made in relation to the categories referred to
                 regulations 23, 24 and 25 of the Public Contracts Regulations
                 2006) for the Goods and/or Services are true, accurate, and not
                 misleading save as may have been specifically disclosed in writing
                 to the AUTHORITY prior to the execution of this Framework
                 Agreement and it will promptly advise the AUTHORITY of any
                 fact, matter or circumstance of which it may become aware which
                 would render any such information, statement as representation to
                 be false or misleading;
      14.1.5.    it has not entered into any agreement with any other person with
                 the aim of preventing tenders being made or as to the fixing or
                 adjusting of the amount of any tender or the conditions on which
                 any tender is made in respect of the Framework Agreement;
      14.1.6.    it has not caused or induced any person to enter such agreement
                 referred to in the preceding Clause;
      14.1.7.    it has not offered or agreed to pay or give any sum of money,
                 inducement or valuable consideration directly or indirectly to any
                 person for doing or having done or causing or having caused to be
                 done any act or omission in relation to any other tender or proposed
                 tender for Goods and/or Services under this Framework
                 Agreement;
      14.1.8.    it has not committed any offence under the Prevention of
                 Corruption Act 1889 to 1916;
      14.1.9.    no claim is being asserted and no litigation, arbitration or
                 administrative proceeding is presently in progress, or, to the best of
                 its knowledge pending or threatened against it or any of its assets
                 which will or might have a material adverse effect on its ability to
                 perform its obligations under this Framework Agreement, any
                 Contract and/or Lease Agreement which may be entered with the
                 AUTHORITY or Customers;
      14.1.10.   it is not subject to any contractual obligation, compliance with
                 which will likely to have a material adviser effect on its ability to
                 perform its obligations under this Framework Agreement and any
                 Contract and/or Lease Agreement, which may be entered with the
                 AUTHORITY or Customers;
      14.1.11.   no proceedings or other steps have been taken and not discharged
                 (nor, to the best of their knowledge, are threatened) for the winding
                 up of the PROVIDER or for its dissolution or for the appointment
                 of a receiver, administrative receiver, liquidator, authority or
                 similar officer in relation to any of the PROVIDER‟s assets or
                 revenue;
      14.1.12.   this Framework Agreement shall be performed in compliance with
                 all applicable laws, enactments, orders, regulations and other
                 similar instruments as amended from time to time;


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        14.1.13.   the Goods and/or Services shall be provided and carried out by
                   appropriately experienced, qualified and trained personnel with all
                   due skill, care and diligence;
        14.1.14.   it shall discharge its obligations hereunder with all due skill, care
                   and diligence including Good Industry Practice and (without
                   limiting the generality of this Clause 14) in accordance with its
                   own established internal procedures;
        14.1.15.   it owns, has obtained or shall obtain valid licences for all
                   Intellectual Property Rights that are necessary for the performance
                   of this Framework Agreement and the use of the Goods and/or
                   Services by Customers;
        14.1.16.   it has taken and shall continue to take all steps, in accordance with
                   Good Industry Practice, to prevent the introduction, creation or
                   propagation of any disruptive element (including any virus, worm
                   and/or trojan horse) into systems, data, software or Confidential
                   Information (held in electronic form) owned by or under the control
                   of, or used by, Customers;
        14.1.17.   on behalf of itself and its Affiliates or Parent Company, in the three
                   (3) years prior to the date of this Framework Agreement and
                   continuing throughout the Term:
                   14.1.17.1.     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;
                   14.1.17.2.     it has been in full compliance with all applicable
                                  securities laws and regulations in the jurisdiction in
                                  which it is established; and
                   14.1.17.3.     it has not performed any act or omission with respect
                                  to its financial accounting or reporting which could
                                  have an adverse effect on the PROVIDER‟s position
                                  as an ongoing business concern or its ability to fulfil
                                  its obligations under this Framework Agreement.
        14.1.18.   in its acceptance of an Order, it will enter into a contract with a
                   Customer on the terms and conditions of the Model Contract and/or
                   Master Lease Agreement without amendment thereto save for the
                   necessary information to complete the Model Contract and/or
                   Master Lease Agreement as specified in the Order.
14.2.   The PROVIDER warrants and represents to each of the Customers the
        statements in Clause 14.1 above.
14.3.   NOT USED




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15.   LIABILITY
      15.1.   Neither the AUTHORITY or the PROVIDER excludes or limits its liability
              for:
              15.1.1.     death or personal injury caused by its negligence, or that of its
                          employees or agents;
              15.1.2.     fraud or fraudulent misrepresentation by it or its employees or
                          agents; or
              15.1.3.     breach of any obligations as to title implied by Section 12 of the
                          Sale of Goods Act 1979 or section 2 of the Supply of Goods and
                          Services Act 1982.
      15.2.   Nothing in this Clause shall be taken as limiting the liability of the PROVIDER
              in respect of Clause 17, Clause 18, and Clause 19.
      15.3.   In respect of any claims of liability arising out of the wilful default of the
              PROVIDER, its employees, servants or agents, the PROVIDER will have
              unlimited liability for all reasonably foreseeable loss suffered by the
              AUTHORITY as a result of such act, omission or event giving rise to the
              claim.
      15.4.   Subject always to the provisions of Clauses 15.1, 15.2 and 15.3, the aggregate
              liability of either the AUTHORITY or the PROVIDER for each year of this
              Framework Agreement for all Defaults whether arising under contract, tort
              (including negligence) or otherwise in connection with this Framework
              Agreement (but excluding any liability governed by any Contracts, these being
              subject to the limitation of liability as set out in the Contracts) shall in no event
              exceed two million pounds (£2,000,000).
      15.5.   Subject always to the provisions of Clauses 15.1, 15.2 and 15.3, in no event
              shall either the AUTHORITY or the PROVIDER be liable to the other for:
              15.5.1.     indirect or consequential loss or damage; and/or
              15.5.2.     loss of profits, business, revenue, goodwill or anticipated savings.
      15.6.   Subject always to the provisions of Clauses 15.1, 15.2 and 15.3, the provisions
              of Clause 15.4 shall not be taken as limiting the right of either the
              AUTHORITY or the PROVIDER to claim from the other for:
              15.6.1.     additional operational and administrative costs and expenses;
              15.6.2.     any costs or expenses rendered nugatory; and
              15.6.3.     damage due to the loss of data, but only to the extent that such
                          losses relate to the costs of working around any loss of data and the
                          direct costs of recovering or reconstructing such data,
              resulting directly from the Default of the other Party.
      15.7.   For the purposes of Clause 15.4, “each year of this Framework Agreement”
              shall mean a period of twelve (12) Months commencing on the
              Commencement Date or on every anniversary of that date thereafter during the
              Term.



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      15.8.   Nothing in this Framework Agreement shall limit the right of the
              AUTHORITY to claim from the PROVIDER any Management Charge
              properly due to the AUTHORITY in accordance with the terms of this
              Framework Agreement. Any such sum shall not be included within the
              PROVIDER‟s limitation of liability as set out in Clause 15.4.
      15.9.   The AUTHORITY and the PROVIDER expressly agree that should any
              limitation or provision contained in this Clause 15 be held to be invalid under
              any applicable statute or rule of law, it shall to that extent be deemed omitted,
              but if either of them thereby becomes liable for loss or damage which would
              otherwise have been excluded, such liability shall be subject to the other
              limitations and provisions set out herein.


16.   COMPLAINTS HANDLING
      16.1.   The PROVIDER shall inform the AUTHORITY of any Complaint within five
              (5) Working Days of becoming aware of that Complaint.
      16.2.   Without prejudice to any rights and remedies that a complainant may have at
              law, including under this Framework Agreement, a Contract or a Lease
              Agreement, and without prejudice to any obligation of the PROVIDER to take
              remedial action under the provisions of this Framework Agreement, a Contract
              or a Lease Agreement, the PROVIDER shall use all reasonable endeavours to
              resolve the Complaint and in so doing, shall deal with the Complaint fully,
              expeditiously and fairly.
      16.3.   Within three (3) Working Days of a request by the AUTHORITY, the
              PROVIDER shall provide full details of a Complaint to the AUTHORITY,
              including details of steps taken to its resolution.


17.   DATA PROTECTION
      17.1.   The PROVIDER shall (and shall ensure that its entire employees and agents)
              comply with any notification requirements under the DPA and both Parties will
              duly observe all of their obligations under the DPA which arise in connection
              with this Framework Agreement, any Contracts and/or Lease Agreements.
      17.2.   Notwithstanding the general obligation in Clause 17.1, where the PROVIDER
              is processing personal data (as defined by the DPA) as a data processor for the
              AUTHORITY (as defined by the DPA) the PROVIDER shall ensure that it has
              in place appropriate technical 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
              17.2.1.     provide the AUTHORITY with such information as the
                          AUTHORITY may reasonably require to satisfy itself that the
                          PROVIDER is complying with its obligations under the DPA;
              17.2.2.     promptly notify the AUTHORITY of any breach of the security
                          measures required to be put in place pursuant to this Clause; and


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              17.2.3.     ensure it does not knowingly or negligently do or omit to do
                          anything which places the AUTHORITY in breach of the
                          AUTHORITY‟s obligations under the DPA.
      17.3.   The provisions of this Clause shall apply during the Term and indefinitely after
              its expiry.


18.   INTELLECTUAL PROPERTY RIGHTS
      18.1.   Save as granted under this Framework Agreement, neither the AUTHORITY
              nor the PROVIDER shall acquire any right, title or interest in the other‟s Pre-
              Existing Intellectual Property Rights.
      18.2.   The PROVIDER shall procure that the provision of the Goods and/or Services
              and the performance of the PROVIDER‟s responsibilities hereunder shall not
              infringe any Intellectual Property Rights of any third Party.
      18.3.   The PROVIDER shall indemnify the AUTHORITY against all claims,
              demands, actions, costs, expenses (including legal costs and disbursements on
              a solicitor and client basis), losses and damages arising from or incurred by
              reason of any infringement or alleged infringement (including the defence of
              such alleged infringement) of any Intellectual Property Right by the availability
              of the Goods and/or Services or the performance of the PROVIDER‟s
              responsibilities hereunder, except to the extent that such liabilities have
              resulted directly from the AUTHORITY‟s failure properly to observe its
              obligations under this Clause 18.
      18.4.   The PROVIDER shall promptly notify the AUTHORITY if any claim or
              demand is made or action brought against the PROVIDER for infringement or
              alleged infringement of any Intellectual Property Right that may affect the
              availability of the Goods and/or Services hereunder.
      18.5.   The AUTHORITY shall promptly notify the PROVIDER if any claim or
              demand is made or action brought against the AUTHORITY to which
              Clause 18.3 or Clause 18.4 may apply. The PROVIDER shall at its own
              expense conduct any litigation arising therefrom and all negotiations in
              connection therewith and the AUTHORITY hereby agrees to grant to the
              PROVIDER exclusive control of any such litigation and such negotiations.
      18.6.   The AUTHORITY shall at the request of the PROVIDER afford to the
              PROVIDER all reasonable assistance for the purpose of contesting any claim
              or demand made or action brought against the AUTHORITY to which
              Clause 18.3 may apply or any claim or demand made or action brought against
              the PROVIDER to which Clause 18.4 may apply. The PROVIDER shall
              reimburse the AUTHORITY for all costs and expenses (including legal costs
              and disbursements on a solicitor and client basis) incurred in so doing.
      18.7.   The AUTHORITY shall not make any admissions that may be prejudicial to
              the defence or settlement of any claim, demand or action for infringement or
              alleged infringement of any Intellectual Property Right to which Clause 18.3
              may apply or any claim or demand made or action brought against the
              PROVIDER to which Clause 18.4 may apply.



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      18.8.    If a claim or demand is made or action brought to which Clause 18.3 may
               apply, or in the reasonable opinion of the PROVIDER is likely to be made or
               brought, the PROVIDER may at its own expense and within a reasonable time
               either:
               18.8.1.     modify any or all of Goods and/or Services without reducing the
                           performance and functionality of the same, or substitute alternative
                           services of equivalent performance and functionality for any or all
                           of the Goods and/or Services, so as to avoid the infringement or the
                           alleged infringement, provided that the terms herein shall apply
                           mutatis mutandis to such modified or substituted items or services
                           and such substitution shall not increase the burden on Customers
                           Party to a Contract and/or Lease Agreement; or
               18.8.2.     procure a licence to use the Goods and/or Services on terms that are
                           reasonably acceptable to the AUTHORITY.
      18.9.    In the event that the PROVIDER has availed itself of its rights to modify the
               Goods and/or Services or to supply a substitute service or services pursuant to
               Clause 18.8.1 or to procure a licence under Clause 18.8.2 and such exercise of
               the said rights has avoided any claim, demand or action for infringement or
               alleged infringement, then the PROVIDER shall have no further liability
               thereafter under this Clause 18 in respect of the said claim, demand or action.
      18.10.   In the event that a modification or substitution in accordance with
               Clause 18.8.1 is not possible so as to avoid the infringement, or the
               PROVIDER has been unable to procure a licence in accordance with
               Clause 18.8.2, the AUTHORITY shall be entitled to delete the relevant Service
               from the Catalogue.
      18.11.   This Clause 18 sets out the entire financial liability of the PROVIDER with
               regard to the infringement of any Intellectual Property Right by the availability
               of the Goods and/or Services hereunder.            This shall not affect the
               PROVIDER‟s financial liability for other Defaults or causes of action that may
               arise hereunder.
      18.12.   The AUTHORITY warrants that the PROVIDER‟s use of any third Party item
               supplied directly or indirectly by the AUTHORITY in accordance with any
               instructions given by the AUTHORITY in connection with the use of such item
               shall not cause the PROVIDER to infringe any third Party‟s Intellectual
               Property Rights in such item.


19.   CONFIDENTIALITY
      19.1.    Without prejudice to the application of the Official Secrets Acts 1911 to 1989
               to any Confidential Information, the AUTHORITY and the PROVIDER
               acknowledge that any Confidential Information originating from:
               19.1.1.     the AUTHORITY, its servants or agents is the property of the
                           AUTHORITY; and
               19.1.2.     each Customer, its servants or agents is the property of the
                           Customer; and
               19.1.3.     the PROVIDER, its employees, servants or agents is the property
                           of the PROVIDER.
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19.2.   Each Party:
        19.2.1.       shall treat all Confidential Information belonging to the other Party
                      as confidential and safeguard it accordingly; and
        19.2.2.       shall not disclose any Confidential Information belonging to the
                      other Party to any 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 the Framework Agreement or
                      except where disclosure is otherwise expressly permitted by the
                      provisions of the Framework Agreement.
19.3.   The PROVIDER shall take all necessary precautions to ensure that all
        Confidential Information obtained from the AUTHORITY under or in
        connection with the Framework Agreement:
        19.3.1.       is given only to such of its staff and professional advisers or
                      consultants engaged to advise it in connection with the Framework
                      Agreement as is strictly necessary for the performance of the
                      Framework Agreement and only to the extent necessary for the
                      performance of the Framework Agreement;
        19.3.2.       is treated as confidential and not disclosed (without prior written
                      consent of the AUTHORITY) or used by any staff or such
                      professional advisers or consultants otherwise than for the purposes
                      of the Framework Agreement.
19.4.   Where it is considered necessary in the opinion of the AUTHORITY, the
        PROVIDER shall ensure that its staff or such professional advisers or
        consultants sign a confidentiality undertaking before commencing work in
        connection with the Framework Agreement.
19.5.   The PROVIDER shall ensure that its staff or its professional advisers or
        consultants are aware of the PROVIDER‟s confidentiality obligations under
        the Framework Agreement.
19.6.   The PROVIDER shall not use any Confidential Information it receives from
        the AUTHORITY other than for the purposes of the Framework Agreement.
19.7.   The provisions of Clause 19.1 and Clause 19.2 shall not apply to any
        information which:
        19.7.1.       is or becomes public knowledge other than by breach of this
                      Clause 19; or
        19.7.2.       is in the possession of the recipient without restriction in relation to
                      disclosure before the date of receipt from the disclosing Party; or
        19.7.3.       is received from a third Party who lawfully acquired it and who is
                      under no obligation restricting its disclosure; or
        19.7.4.       is independently developed without access to the Confidential
                      Information; or
        19.7.5.       must be disclosed pursuant to a statutory, legal or parliamentary
                      obligation placed upon the Party making the disclosure, including
                      any requirements for disclosure under the Freedom of Information
                      Act 2000 or the Environmental Information Regulations 2004.

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19.8.   Nothing in this Clause 19 prevent the AUTHORITY:
        19.8.1.   disclosing any Confidential Information for the purpose of:
                  19.8.1.1.     the examination and certification               of   the
                                AUTHORITY‟s accounts; or
                  19.8.1.2.     any examination pursuant to Sections 44 and 46 of
                                the Audit Commission Act 1998 of the economy,
                                efficiency and effectiveness with which the
                                AUTHORITY has used its resources; or
        19.8.2.   disclosing any Confidential Information obtained from the
                  PROVIDER: PROVIDER
                  19.8.2.1.     to any other department, office or agency of Her
                                Majesty‟s Government (“Crown Bodies”), provided
                                that the AUTHORITY has required that such
                                information is treated as confidential by such Crown
                                Bodies and their servants, including requiring
                                servants to enter into a confidentiality agreement on
                                substantially the same terms as the Model
                                Confidentiality Agreement (1) set out in Schedule 11
                                prior to disclosure of the Confidential Information
                                whereupon the AUTHORITY shall have no further
                                liability for breach of confidentiality in respect of
                                the departments, offices and agencies. All Crown
                                Bodies in receipt of such Confidential Information
                                shall be considered as Parties to this Framework
                                Agreement within Section 1(1) of the Contracts
                                (Rights of Third Parties) Act 1999 for the purpose
                                only of being entitled to further disclose the
                                Confidential Information to other Crown Bodies on
                                such terms; and
        19.8.3.   to any Customer, insofar as is reasonably necessary for the
                  Customer to procure and make best use of the Goods and/or
                  Services, provided that the AUTHORITY shall have required that
                  such information be treated as confidential by such Customer and
                  its servants, including requiring servants to enter into a
                  confidentiality agreement on substantially the same terms as the
                  Model Confidentiality Agreement (2) set out in Schedule 11 prior
                  to disclosure of the Confidential Information whereupon the
                  AUTHORITY shall have no further liability for breach of
                  confidentiality in respect of that Customer; and




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              19.8.4.     to any consultant, contractor or other person engaged by the
                          AUTHORITY in connection herewith, provided that the
                          AUTHORITY shall have required that such information be treated
                          as confidential by such consultant, contractor or other person,
                          together with their servants, including requiring servants to enter
                          into a confidentiality agreement on substantially the same terms as
                          the Model Confidentiality Agreement (3) set out in Schedule 11
                          prior to disclosure of the Confidential Information whereupon the
                          AUTHORITY shall have no further liability for breach of
                          confidentiality in respect of consultants, contractors or other
                          people.
      19.9.   Nothing in this Clause 19 shall prevent the PROVIDER or the AUTHORITY
              from using data processing techniques, ideas and know-how gained during the
              performance of this Framework Agreement in the furtherance of its normal
              business, to the extent that this does not relate to a disclosure of Confidential
              Information or an infringement by the AUTHORITY or the PROVIDER of any
              Intellectual Property Rights.


20.   PUBLICITY
      20.1.   The PROVIDER shall not make any press announcements or publicise this
              Framework Agreement in any way without the AUTHORITY‟s prior written
              consent. The PROVIDER shall ensure the observance of the provisions of this
              Clause 20 by all their employees, servants, agents and Sub-Contractors.
      20.2.   The PROVIDER shall not do anything to cause anything to be done, which
              may damage the reputation of the AUTHORITY or bring the AUTHORITY
              into disrepute.
      20.3.   The AUTHORITY shall be entitled to publicise this Framework Agreement in
              accordance with any legal obligation upon the AUTHORITY, including any
              examination of this Framework Agreement by the National Audit Office
              pursuant to the National Audit Act 1983 or otherwise.


21.   DISPUTE RESOLUTION
      21.1.   The Parties shall attempt in good faith to negotiate a settlement to any dispute
              between them arising out of or in connection with the Framework Agreement
              within 20 Working Days or either Party notifying the other of the dispute such
              efforts shall involve the escalation of the dispute to the relevant Director or
              equivalent of each Party.
      21.2.   Nothing in this dispute resolution procedure shall prevent the Parties from
              seeking from any court of the competent jurisdiction an interim order
              restraining the other Party from doing any act or compelling the other Party to
              do any act.
      21.3.   If the dispute cannot be resolved by the Parties pursuant to Clause 21.1, the
              dispute shall be referred to mediation pursuant to the procedure set out in
              Clause 21.5 unless:
              21.3.1.     the AUTHORITY considers that the dispute is not suitable for
                          resolution by mediation; or
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              21.3.2.     the PROVIDER does not agree to mediation.
      21.4.   The performance of the Framework Agreement shall not be suspended, cease
              or be delayed by the reference of a dispute to mediation and the PROVIDER
              shall (and shall ensure that its staff or such professional advisers or consultants)
              comply fully with the requirement of the Framework Agreement at all time.
      21.5.   The procedure for mediation and consequential provisions relating to
              mediation are as follows:
              21.5.1.     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 10 Working Days after a request by one Party to
                          the other or if the Mediator agreed upon is unable or unwilling to
                          act, ether Party shall within 10 Working Days from the date of the
                          proposal to appoint a Mediator or within 10 Working Days of
                          notice to either Party that he is unable or unwell to act, apply to the
                          Centre for Effective Dispute Resolution (“CEDR”) to appoint a
                          Mediator.
              21.5.2.     the Parties shall within 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. If considered appropriate, the Parties
                          may at any stage seek assistance from CEDR to provide guidance
                          on a suitable procedure.
              21.5.3.     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.
              21.5.4.     if the Parties reach agreement on the resolution of the dispute, the
                          agreement shall be reduced to writing and shall be binding on the
                          Parties once it is signed by their duly authorised representatives.
              21.5.5.     failing agreement, either of the Parties may invite the Mediator to
                          provide a non-binding but informative opinion in writing. Such an
                          opinion shall be provided on a without prejudice basis and shall not
                          be used in evidence in any proceedings relating to the Framework
                          Agreement without the prior written consent of both Parties.
              21.5.6.     if the Parties fail to reach agreement in the structured negotiations
                          within 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.


22.   INSURANCE
      22.1.   The PROVIDER shall effect and maintain policies of insuranceto provide a
              level of cover sufficient for all risks which may be incurred by the PROVIDER
              under each Contract and/or Lease Agreement, including death or personal
              injury, or loss of or damage to property.


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      22.2.   The PROVIDER shall hold and maintain the following insurances for the
              duration of the Contract and/or Lease Agreement in relation to the performance
              of the Framework Agreement:
              22.2.1.     public liability insurance adequate to cover all risks in the
                          performance of the Contracts from time to time;
              22.2.2.     employer‟s liability insurance with a minimum limit of indemnity
                          as required by law form time to time; and
              22.2.3.     professional indemnity insurance with a minimum limit of
                          £2,000,000 for each individual claim (or such higher limit as the
                          AUTHORITY may reasonably require) and as required by law
                          form time to time.
      22.3.   Any excess or deductibles under such insurance referred to in Clause 22.1 and
              Clause 24.2 shall be the sole and exclusive responsibility of the PROVIDER.
      22.4.   The PROVIDER shall produce to the AUTHORITY‟s Framework Manager,
              within five (5) Working Days of request, copies of all insurance policies
              referred to in Clause 22.1 and Clause 22.2 or a broker‟s 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.
      22.5.   If, for whatever reason, the PROVIDER fails to give effect to and maintain the
              insurances required by the Framework Agreement, then the AUTHORITY may
              make alternative arrangements to protect its interests and may recover the full
              costs of such arrangements from the PROVIDER.
      22.6.   The PROVIDER shall maintain the insurances referred to in Clause 22.1 and
              Clause 22.2 a minimum of twelve (12) years following the expiration or earlier
              termination of the Framework Agreement.
      22.7.   The terms of any insurance or the amount of cover shall not relieve the
              PROVIDER of any liabilities under this Framework Agreement. It shall be the
              responsibility of the PROVIDER to ensure that the amount of insurance cover
              is adequate to enable it to satisfy all its potential liabilities subject to the limit
              of liability specified in Clause 15 of this Framework Agreement.
      22.8.   A list of the insurance provisions in respect of this Framework Agreement and
              Contracts arising hereunder is in Schedule 16[, together with copies of the
              insurance policies]. In complying with the provisions of Clause 22.7,
              insurance cover procured by the PROVIDER shall be on substantially the same
              terms as those specified in Schedule 16.


23.   RECOVERY OF SUMS DUE
      23.1.   If any sum of money shall be due from the PROVIDER, the same may be
              deducted from any sum then due or which at any time thereafter may become
              due to the PROVIDER under any agreement with the AUTHORITY or under
              any Contract and/or Lease Agreement with any department, office or agency of
              the Crown.



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24.   STATUTORY REQUIREMENTS
      24.1.   The PROVIDER shall notify the AUTHORITY of all statutory provisions and
              approved safety standards applicable to the Goods and/or Services and their
              provision and shall be responsible for obtaining all licences, consents or
              permits required for the performance of this Framework Agreement and
              Contracts.
      24.2.   The PROVIDER shall inform the AUTHORITY and Customers if the Goods
              and/or Services are hazardous to health or safety and of the precautions that
              should be taken in respect thereto.
      24.3.   The PROVIDER shall take all measures necessary to 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 in the performance of this Framework Agreement and
              Contracts.


25.   ENVIRONMENTAL REQUIREMENTS
      25.1.   The PROVIDER shall comply in all material respects with all applicable
              environmental laws and regulations in force from time to time in relation to the
              Goods and/or Services. Without prejudice to the generality of the foregoing,
              the PROVIDER shall promptly provide all such information regarding the
              environmental impact of the Goods and/or Services as may reasonably be
              requested by the AUTHORITY.
      25.2.   The PROVIDER shall meet all reasonable requests by Customers for
              information evidencing compliance with the provisions of this Clause 25 by the
              PROVIDER.


26.   NON-DISCRIMINATION
      26.1.   The PROVIDER shall not unlawfully discriminate either directly or indirectly
              when performing its obligations under this Framework Agreement on such
              grounds as 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 Provider 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 (Region or Belief) Regulations 2003, the Employment Equality (Age)
              Regulations 2006, the Equality Act 2006, the Human Rights Act 1998 or other
              relevant or equivalent legislation, or any statutory modification or re-enactment
              thereof.
      26.2.   The PROVIDER shall take all reasonable steps to secure the observance of
              Clause 26.1 by all its employees and agents, and shall comply with any
              AUTHORITY‟s policy on the matters set out in Clause 26.1 as reasonably
              directed by the AUTHORITY.




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27.   OFFICIAL SECRETS ACTS
      27.1.   The PROVIDER shall comply with and shall ensure that its employees and
              agents comply with, the provisions of:
              27.1.1.    the Official Secrets Act 1911 to 1989; and
              27.1.2.    Section 182 of the Finance Act 1989.
      27.2.   In the event that the PROVIDER or its employees and agents fail to comply
              with this Clause, the AUTHORITY reserves the right to terminate the
              Framework Agreement by giving notice in writing to the PROVIDER.


28.   CORRUPT GIFTS AND PAYMENTS OF COMMISSION
      28.1.   The PROVIDER shall not offer or give, or agree to give, to any employee,
              agent, servant or representative of the AUTHORITY or any other public body
              or person employed by or on behalf of the AUTHORITY or any other public
              body any gift or consideration of any kind which could act as an inducement or
              reward for doing, refraining from doing, or for having done or refrained from
              doing, any act in relation to this Framework Agreement, any Contract, any
              Lease Agreement or any other contract with the AUTHORITY or any other
              public body or person employed by or on behalf of the AUTHORITY or any
              other public body (including its award to the Provider, execution or any rights
              and obligations contained in it), or for showing or refraining from showing
              favour or disfavour to any person in relation to any such contract. The
              attention of the Provider is drawn to the criminal offences under the Prevention
              of Corruption Acts 1889 to 1916.
      28.2.   The PROVIDER warrants that it has not paid commission or has agreed to pay
              any commission to the AUTHORITY or any other public body or any person
              employed by or on behalf of the AUTHORITY or any other public body in
              connection with this Framework Agreement, any Contract, any Lease
              Agreement or any other contract with the AUTHORITY or any other public
              body or person employed by or on behalf of the AUTHORITY or any other
              public body.
      28.3.   If the PROVIDER, its staff or any person acting on the PROVIDER‟s behalf,
              engages in conduct prohibited by Clauses 28.1 or 28.2 above or commits any
              offence under the Prevention of Corruption Acts 1889 to 1916, the
              AUTHORITY may:
              28.3.1.    terminate the Framework Agreement with immediate effect in
                         accordance with Clause 13.1 and recover from the PROVIDER the
                         amount of any loss suffered by the AUTHORITY resulting from
                         the termination; or
              28.3.2.    recover in full from the PROVIDER and the PROVIDER shall
                         indemnify the AUTHORITY in full from and against any other loss
                         sustained by the AUTHORITY in consequence of any breach of
                         this clause, whether or not the Framework Agreement has been
                         terminated.
      28.4.   NOT USED


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29.   GRANTING OF TRADE MARKS
      29.1.   The PROVIDER shall not apply for a Trade Mark in any part of the world in
              respect of the AUTHORITY Marks or any derivative of either nor any mark so
              nearly resembling them as to be likely to deceive or cause confusion, either
              during the Term or at any time thereafter except with the express approval of
              the AUTHORITY.
      29.2.   The PROVIDER shall ensure that the provisions of this Clause 29 shall apply
              to its Sub-Contractors.
      29.3.   The PROVIDER hereby acknowledges that title to and goodwill in Intellectual
              Property Rights in the AUTHORITY Marks vests with the AUTHORITY and
              its licensors. The AUTHORITY hereby grants to the PROVIDER a non-
              exclusive, non-transferable, revocable licence to use, copy and broadcast the
              AUTHORITY Marks solely to the extent necessary for the performance of the
              PROVIDER‟s responsibilities hereunder during the Term.
      29.4.   The PROVIDER shall not use the AUTHORITY Marks in any way which
              would allow them to become generic, lose their distinctiveness, become liable
              to mislead the public in particular as to their quality, nature or geographic
              origin, or be materially detrimental to or inconsistent with the good name,
              goodwill, reputation and image of the AUTHORITY.
      29.5.   Unless otherwise specified, nothing contained in this Framework Agreement
              shall entitle the PROVIDER to use the AUTHORITY Marks as part of any
              corporate business or trading name or style of the PROVIDER either during or
              after termination of this Framework Agreement.


30.   CONFLICT OF INTEREST
      30.1. The PROVIDER shall take appropriate steps to ensure that neither the
            PROVIDER nor any of its employees and agents are placed in a position where
            (in the reasonable opinion of the AUTHORITY) there is or may be an actual
            conflict, or a potential conflict, between the pecuniary or personal interests of
            the PROVIDER or its employees and agents and the duties owed to the
            AUTHORITY and the Customers under the provisions of this Framework
            Agreement, any Contract, or Lease Agreement.
      30.2. The PROVIDER shall promptly notify and provide full particulars to the
            AUTHORITY or the relevant Customers if such conflict referred to in Clause
            30.1 above arises or is reasonably foreseeable to arise.
      30.3. The AUTHORITY reserves the right to terminate this Framework Agreement
            immediately by giving notice in writing to the PROVIDER and/or to take such
            other steps it deems necessary where, in the reasonable opinion of the
            AUTHORITY, there is or may be an actual conflict, or a potential conflict,
            between the pecuniary or personal interests of the PROVIDER and the duties
            owed to the AUTHORITY under the provisions of this Framework Agreement,
            any Contract or Lease Agreement. The action of the AUTHORITY pursuant to
            this Clause shall not prejudice or affect any right of action or remedy, which
            shall have accrued or shall thereafter accrue to the AUTHORITY.
      30.4. This Clause shall apply during the Term and for a period of two (2) years after
            its termination or expiry.


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31.   SAFEGUARD AGAINST FRAUD
      31.1. The PROVIDER shall take all reasonable steps, in accordance with Good
            Industry Practice, to prevent any fraudulent activity by its employees or agents,
            and the PROVIDER (including its shareholders, members, directors) in
            connection with the receipt of monies from the AUTHORITY.
      31.2. The PROVIDER shall notify the AUTHORITY immediately if it has reason to
            suspect that any Fraud has occurred or is occurring or is likely to occur.
      31.3. If the PROVIDER, its employees or agents commit Fraud in relation to this or
            any other contract with the Crown (including the AUTHORITY), the
            AUTHORITY may:
            31.3.1.     terminate this Framework Agreement with immediate effect by
                        giving the PROVIDER notice in writing and recover from the
                        PROVIDER the amount of any loss suffered by the AUTHORITY
                        resulting from the termination including the cost reasonably
                        incurred by the AUTHORITY of making other arrangements for
                        the supply of the Goods and/or Services and any additional
                        expenditure incurred by the AUTHORITY throughout the
                        remainder of the Term; or
            31.3.2.     recover in full from the PROVIDER any other loss sustained by the
                        AUTHORITY in consequence of any breach of this Clause 31.


32.   TRANSFER AND SUB-CONTRACTING
      32.1.   This Framework Agreement is personal to the PROVIDER. Subject to the
              provisions of Clause 32.4, the PROVIDER shall not assign, novate, sub-
              contract or otherwise dispose of this Framework Agreement or any part thereof
              without the previous consent in writing of the AUTHORITY.
      32.2.   The AUTHORITY shall be entitled to:
              32.2.1.     assign, novate or otherwise dispose of its rights and obligations
                          under this Framework Agreement or any part thereof to any
                          Contracting Authority; or
              32.2.2.     novate this Framework Agreement to any other body (including
                          any private sector body) which substantially performs any of the
                          functions that previously had been performed by the
                          AUTHORITY;
              provided that where such assignment, novation or other disposal increases the
              burden of the PROVIDER‟s obligations pursuant to this Framework
              Agreement, the PROVIDER shall be entitled to such charges as may be agreed
              between the AUTHORITY and the PROVIDER to compensate for such
              additional burdens.
      32.3.   Subject to the provisions of Clause 32.2, any change in the legal status of the
              AUTHORITY such that it ceases to be a Contracting Authority shall not affect
              the validity of this Framework Agreement. In such circumstances, this
              Framework Agreement shall bind and inure to the benefit of any successor
              body to the AUTHORITY.
      32.4.   Notwithstanding the provisions of Clause 32.1, the PROVIDER shall be
              entitled to sub-contract its obligations under Contracts or Lease Agreements in
              accordance with the provisions of this Clause and Schedule 9.
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32.5.    In selecting, appointing and managing Sub-Contractors, the PROVIDER shall
         comply with the procedures specified in Schedule 9.
32.6.    The PROVIDER shall not enter into any Sub-Contract or Sub-Lease for the
         fulfilment of such responsibilities and obligations as are fulfilled by the
         principal Sub-Contractors listed in Schedule 9 by any sub-contractor not listed
         in Schedule 9 without the prior written approval of the AUTHORITY in
         accordance with the provisions of the Agreement Change Procedures.
32.7.    The PROVIDER shall not remove or change any Sub-Contractor without
         giving prior written notice to, and receiving the approval of, the AUTHORITY
         in accordance with the provisions of the Agreement Change Procedures.
32.8.    The AUTHORITY reserves the right to veto or withdraw the approval of the
         use of any Sub-Contractor or partner in the provision of the Goods and/or
         Services. Such right shall not be exercised unreasonably.
32.9.    In the event that the AUTHORITY exercises its right pursuant to Clause 32.8
         the PROVIDER shall use all reasonable endeavours to maintain the provision
         of the Goods and/or Services and the AUTHORITY and the PROVIDER shall
         enter into good faith negotiations to agree the impact of the situation on the
         provisions of this Framework Agreement.
32.10.   The use of Sub-Contractors as set out in Schedule 9 and any subsequent
         approval of other sub-contractors by the AUTHORITY under this Clause 32
         shall not in any way constitute any form of recommendation by the
         AUTHORITY of the Sub-Contractor, whether implied or otherwise.
32.11.   Unless otherwise stated to the contrary, any reference to the PROVIDER‟s
         employees, servants or agetns within this Framework Agreement shall include
         the Sub-Contractor‟s personnel, and where applicable any reference to the
         PROVIDER shall include the Sub-Contractor. Notwithstanding any Sub-
         Contracting permitted hereunder, the PROVIDER shall remain primarily
         responsible for the acts and omissions of its Sub-Contractors as though they
         were its own.
32.12.   In the event that the PROVIDER, in accordance with the terms of this
         Framework Agreement, enters into a Sub-Contract and/or a Sub-Lease in
         connection with this Framework Agreement, the PROVIDER shall ensure that
         a term is included in the Sub-Contract and/or Sub-Lease which requires the
         PROVIDER to pay all sums due thereunder to the Sub-Contractor within a
         specified period, not to exceed thirty (30) days, from the date of receipt of a
         valid invoice as defined by the terms of the Sub-Contract and/or Sub-Lease.
32.13.   The AUTHORITY shall not be liable for any payment whatsoever to Sub-
         Contractors, the burden of which shall be solely with the PROVIDER.
32.14.   The PROVIDER shall be responsible and liable for the acts and omissions of
         its sub-contractors as though they are its own in the performance of the
         Framework Agreement, any Contract and/or Lease Agreement with the
         Customers.
32.15.   The PROVIDER shall send copies of each sub-contract entered into in relation
         to the performance of the Framework Agreement, any Contract and/or Lease
         Agreement with the Customer upon request by the AUTHORITY or relevant
         Customer.

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33.   RIGHTS OF THIRD PARTIES
      33.1.   Save as provided in Clauses 3, 4. 14 and Schedule 5, and any other rights
              specified or implied in the Framework Agreement for the benefit of Customers,
              a person who is not Party to this Framework Agreement ("Third Party") has no
              right to enforce any term of this Framework Agreement but this does not affect
              any right or remedy of any person which exists or is available otherwise than
              pursuant to that Act. If the Parties rescind this Framework Agreement or vary
              any of its terms in accordance with the relevant provisions of this Framework
              Agreement), such rescission or variation will not require the consent of any
              Third Party.


34.   RECORDS AND AUDIT ACCESS
      34.1.   The PROVIDER shall keep and maintain until six (6) years after the date of
              termination or expiry (whichever is the earlier) of this Framework Agreement
              (or as long a period as may be agreed between the Parties), full and accurate
              records and accounts of the operation of this Framework Agreement including
              but not limited to the Goods and/or Services provided under it, the Contracts
              and Lease Agreements entered into with Customers, the amounts paid by each
              Customer, and any other documents of and incidental to the Framework
              Agreement, Contracts and Lease Agreements.
      34.2.   The PROVIDER shall keep the records and accounts referred to in Clause 34.1
              above kept in accordance with good accountancy practice.
      34.3.   The PROVIDER shall afford the AUTHORITY (and any other Central
              Government Department), the Authority's representatives and/or the National
              Audit Office ("Auditors") such access to such records and accounts as may be
              required by the AUTHORITY and any other Central Government Department
              from time to time.
      34.4.   The PROVIDER shall provide such records and accounts (together with copies
              of the PROVIDER‟s published accounts) during the Term and for a period of
              six (6) years after expiry of the Term to the AUTHORITY (or any other
              Central Government Department) and its internal and external auditors.
      34.5.   The AUTHORITY shall use reasonable endeavours to ensure that the conduct
              of each Audit does not unreasonably disrupt the PROVIDER or delay the
              provision of the Goods and/or Services pursuant to the Contracts and/or Lease
              Agreements, save insofar as the PROVIDER accepts and acknowledges that
              control over the conduct of Audits carried out by the National Audit Office is
              outside of the control of the AUTHORITY.
      34.6.   Subject to the AUTHORITY's rights of confidentiality, the PROVIDER shall
              on demand provide the Auditors with all reasonable co-operation and
              assistance in relation to each Audit, including:
              34.6.1.    all information requested by the Auditor within the scope of the
                         Audit;
              34.6.2.    reasonable access to sites controlled by the PROVIDER and to
                         equipment used in the provision of the Goods and/or Services; and

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              34.6.3.    access to the PROVIDER‟s employees and agents.
      34.7.   The Parties agree that they shall bear their own respective costs and expenses
              incurred in respect of compliance with their obligations under this Clause 34,
              unless the Audit reveals a Material Default by the PROVIDER in which case
              the PROVIDER shall reimburse the AUTHORITY for the AUTHORITY's
              reasonable costs incurred in relation to the Audit.
      34.8.   PartyThe AUTHORITY reserves the right to publish to Customers the results
              of any audit exercise undertaken pursuant to this Clause. The AUTHORITY
              will invite the PROVIDER to comment on the results of the audit exercise and
              the proposed publicity material and will take account of those comments to the
              extent that it deems fit in any publication. In this respect, the PROVIDER shall
              provide comments to the AUTHORITY within five (5) Working Days.


35.   FREEDOM OF INFORMATION
      35.1.   The PROVIDER acknowledges that the AUTHORITY is subject to the
              requirements of the FOIA and the Environmental Information Regulations and
              shall assist and cooperate with the AUTHORITY (at the PROVIDER‟s
              expense) to enable the AUTHORITY to comply with these Information
              disclosure requirements.
      35.2.   The PROVIDER shall and shall procure that its sub-contractors shall:
              35.2.1.    transfer the Request for Information to the AUTHORITY as soon
                         as practicable after receipt and in any event within [two] Working
                         Days of receiving a Request for Information;
              35.2.2.    provide the AUTHORITY with a copy of all Information in its
                         possession or power in the form that the AUTHORITY requires
                         within [five] Working Days (or such other period as the
                         AUTHORITY may specify) of the AUTHORITY requesting that
                         Information; and
              35.2.3.    provide all necessary assistance as reasonably requested by the
                         AUTHORITY to enable the AUTHORITY to respond to a Request
                         for Information within the time for compliance set out in section 10
                         of the FOIA [or regulation 5 of the Environmental Information
                         Regulations].
      35.3.   The AUTHORITY shall be responsible for determining at its absolute
              discretion whether the Confidential Information and/or any other Information:
              35.3.1.    is exempt from disclosure in accordance with the provisions of the
                         FOIA or the Environmental Information Regulations;
              35.3.2.    is to be disclosed in response to a Request for Information, and in
                         no event shall the PROVIDER respond directly to a Request for
                         Information unless expressly authorised to do so by the
                         AUTHORITY.




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      35.4.   The PROVIDER acknowledges that the AUTHORITY may, acting in
              accordance with the Secretary of State for Constitutional Affairs‟ Code of
              Practice on the discharge of public authorities‟ functions under Part 1 of FOIA
              (issued under section 45 of the FOIA, November 2004), be obliged under the
              FOIA or the Environmental Information Regulations to disclose Information:
              35.4.1.     without consulting with the PROVIDER, or
              35.4.2.     following consultation with the PROVIDER and having taken its
                          views into account.
      35.5.   The PROVIDER shall ensure that all Information produced in the course of the
              Framework Agreement or relating to the Agreement is retained for disclosure
              and shall permit the AUTHORITY to inspect such records as requested from
              time to time.
      35.6.   The PROVIDER acknowledges that any lists or Schedules provided by it
              outlining Confidential Information are of indicative value only and that the
              AUTHORITY may nevertheless be obliged to disclose Confidential
              Information in accordance with Clause 19.


36.   FORCE MAJEURE
      36.1.   For the purposes of this Framework Agreement the expression “Force
              Majeure” shall mean any cause affecting the performance by the AUTHORITY
              or the PROVIDER of its obligations arising from acts, events, omissions,
              happenings or non-happenings beyond its reasonable control including (but
              without limiting the generality thereof) governmental regulations, fire, flood, or
              any disaster or an industrial dispute affecting a third Party for which a
              substitute third Party is not reasonably available. Any act, event, omission,
              happening or non-happening will only be considered Force Majeure if it is not
              attributable to the wilful act, neglect or failure to take reasonable precautions of
              the affected Party, its employees, servants or agents or the failure of the
              AUTHORITY or the PROVIDER to perform its obligations under this
              Framework Agreement.
      36.2.   It is expressly agreed that any failure by the PROVIDER to perform or any
              delay by the PROVIDER in performing its obligations under this Framework
              Agreement which results from any failure or delay in the performance of its
              obligations by any person, firm or company with which the PROVIDER shall
              have entered into any Contract, Lease Agreement, supply arrangement, Sub-
              Contract, Sub-Lease or otherwise shall be regarded as a failure or delay due to
              Force Majeure only in the event that such person firm or company shall itself
              be prevented from or delayed in complying with its obligations under such
              Contract, Lease Agreement, supply arrangement, Sub-Contract, Sub-Lease or
              otherwise as a result of circumstances of Force Majeure.
      36.3.   For the avoidance of doubt, the AUTHORITY and the PROVIDER agree that
              any acts, events, omissions, happenings or non-happenings resulting from the
              adoption of the Euro by the United Kingdom government shall not be
              considered to constitute Force Majeure under this Framework Agreement.



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      36.4.   Neither the AUTHORITY nor the PROVIDER shall in any circumstances be
              liable to the other for any loss of any kind whatsoever including but not limited
              to any damages or abatement of Charges whether directly or indirectly caused
              to or incurred by the other Party by reason of any failure or delay in the
              performance of its obligations hereunder which is due to Force Majeure.
              Notwithstanding the foregoing, each Party shall use all reasonable endeavours
              to continue to perform, or resume performance of, such obligations hereunder
              for the duration of such Force Majeure event.
      36.5.   If the AUTHORITY or the PROVIDER shall become aware of circumstances
              of Force Majeure which give rise to or which are likely to give rise to any such
              failure or delay on its part it shall forthwith notify the other by the most
              expeditious method then available and shall inform the other of the period
              which it is estimated that such failure or delay shall continue.
      36.6.   For the avoidance of doubt it is hereby expressly declared that the only events
              that shall afford relief from liability for failure or delay shall be any event
              qualifying for Force Majeure hereunder.


37.   CUSTOMER SATISFACTION MONITORING
      37.1.   The AUTHORITY may undertake monitoring of Customer satisfaction with
              the Goods and/or Services and the PROVIDER‟s performance of its
              obligations in accordance with the Framework Agreement, any Contracts
              and/or Lease Agreements.
      37.2.   The AUTHORITY shall adopt such mechanisms as it may deem appropriate
              for monitoring Customer satisfaction.
      37.3.   The AUTHORITY reserves the right to advise Customers and prospective
              Customers of the findings of its Customer satisfaction monitoring, which shall
              include the right to make available, in paper or electronic form, statistical
              information derived from any Customer satisfaction questionnaires issued by
              the AUTHORITY to Customers.


38.   LEGISLATIVE CHANGE
      38.1.   The PROVIDER shall bear the cost of ensuring that the Goods and/or Services
              shall comply with all applicable statutes, enactments, orders, regulations or
              other similar instruments and any amendments thereto, except where any such
              amendment:
              38.1.1.     necessitates a change to the Goods and/or Services in the
                          Catalogue; and
              38.1.2.     is neither contemplated by the Catalogue nor could reasonably have
                          been foreseen by the PROVIDER at the date hereof.
      38.2.   In the event that the provisions of Clauses 38.1.1 and 38.1.2 apply, the
              AUTHORITY and the PROVIDER shall use all reasonable endeavours to
              agree upon reasonable adjustments to the Charges as may be necessary to
              compensate the PROVIDER for such additional costs as are both reasonably
              and necessarily incurred by the PROVIDER in accommodating such
              amendments.
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39.   STATUTORY INVALIDITY
      39.1.   The AUTHORITY and the PROVIDER expressly agree that should any
              limitation or provision contained in this Framework Agreement, a Contract
              and/or Lease Agreement be held to be invalid under any particular statute or
              law, or any rule, regulation or bye-law having the force of law, it shall to that
              extent be deemed to be omitted but, if the AUTHORITY or the PROVIDER
              thereby becomes liable for loss or damage which would have otherwise been
              excluded, such liability shall be subject to the other limitations and provisions
              set out herein.


40.   REMEDIES CUMULATIVE
      40.1    Except as otherwise expressly provided by the Framework Agreement, all
              remedies available to either Party for breach of the Framework Agreement 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.


41.   SEVERABILITY
      41.1.   Subject to the provisions of Clause 39, if any provision of this Framework
              Agreement is held invalid, illegal or unenforceable for any reason, such
              provision shall be severed and the remainder of the provisions hereof shall
              continue in full force and effect as if this Framework Agreement had been
              executed with the invalid provision eliminated.
      41.2.   In the event of a holding of invalidity so fundamental as to prevent the
              accomplishment of the purpose of this Framework Agreement, the
              AUTHORITY and the PROVIDER shall immediately commence good faith
              negotiations to remedy such invalidity.


42.   WAIVER
      42.1.   The failure of the PROVIDER or the AUTHORITY to insist upon strict
              performance of any provision of this Framework Agreement or to exercise any
              right or remedy to which it is entitled hereunder, shall not constitute a waiver
              thereof and shall not cause a diminution of the obligations established by this
              Framework Agreement.
      42.2.   A waiver of any right or remedy arising from a breach of the Framework
              Agreement shall not constitute a waiver of any right or remedy arising from
              any other or subsequent breach of the Framework Agreement.
      42.3.   No waiver of any of the provisions of this Framework Agreement shall be
              effective unless it is expressed to be a waiver communicated by notice, in
              accordance with the provisions of Clause 11.




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43.   NON-EXCLUSIVITY
      43.1.   The PROVIDER acknowledges that in entering this Framework Agreement no
              form of exclusivity or volume guarantee has been granted by the
              AUTHORITY and Customers for Goods and/or Services from the PROVIDER
              and that the AUTHORITY and Customers are at all times entitled to enter into
              other contracts and arrangements with other providers (including but not
              limited to other Framework Providers) for the provision of any or all Goods
              and/or Services which are the same as or similar to the Goods and/or Services.
      43.2.   For the purposes of this Framework Agreement, the AUTHORITY shall:
              43.2.1.    at all times be entitled to enter into separate contracts with separate
                         service providers for the provision of any or all services the same
                         as or similar to the Goods and/or Services;
              43.2.2.    not be deemed, unless expressly stated to the contrary by the
                         AUTHORITY, to make any representation or warranty to the
                         PROVIDER in respect of any Customer other than where the
                         AUTHORITY is itself the Customer and enters into any Contract
                         and/or Lease Agreement as principal; and
              43.2.3.    not be deemed to be an agent of any Customer unless expressly
                         stated to the contrary by the AUTHORITY in an Order.
      43.3.   No guarantee or representation shall be deemed to have been made by the
              AUTHORITY in respect of the total quantities or values of the Goods and/or
              Services to be ordered by any or all Customers. Further, the PROVIDER
              acknowledges and agrees that it has not entered into this Framework
              Agreement on the basis of any such guarantee or representation.
      43.4.   For the avoidance of doubt, nothing in this Framework Agreement shall create
              an exclusive relationship between the PROVIDER and any Customer for the
              provision of services.


44.   LAW AND JURISDICTION
      44.1.   Subject to the provisions of Clause 24, the AUTHORITY and the PROVIDER
              accept the exclusive jurisdiction of the English courts and agree that this
              Framework Agreement is to be governed by and construed according to
              English law.


45.   ENTIRE AGREEMENT
      45.1.   This Framework Agreement constitutes the entire agreement and understanding
              between the AUTHORITY and the PROVIDER in respect of the matters dealt
              with in it and supersedes, cancels or nullifies any previous agreement between
              the Parties in relation to such matters.




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       45.2.     Each of the Parties acknowledges and agrees that in entering into this
                 Framework Agreement it does not rely on, and shall have no remedy in respect
                 of, any statement, representation, warranty or undertaking (whether negligently
                 or innocently made) other than as expressly set out in this Framework
                 Agreement. The only remedy available to either Party of such statements,
                 representation, warranty or understanding shall be for breach of contract under
                 the terms of this Framework Agreement.
       45.3.     Nothing in this Clause shall operate to exclude Fraud or fraudulent
                 misrepresentation.


Signed for and on behalf of the AUTHORITY


By :           ……………………………………..
Name :         Alison Littley
Title :        Chief Executive
Date :



Signed for and on behalf of the PROVIDER


By :           ……………………………………..
Name :
Title :
Date :
                                         SCHEDULE 1
                                     INTERPRETATIONS

Acceptance Procedure                  means the procedure of that name specified in
                                      Schedule 2-5.

Acceptance Test                       means a test to be conducted in accordance with the
                                      provisions of Schedule 2-5.

Acceptance Test Criteria              means the test criteria specified in Schedule 2-5.

Acceptance Test Period                means the period during which the Service Acceptance
                                      Procedures shall be performed, pursuant to the
                                      provisions of Schedule 2-5.

Accreditation Document Set            has the meaning ascribed to it in Schedule 12.




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                                   Managed Services

Acquired Rights Directive          means the European Council Directive 77/187/EEC on
                                   the approximation of laws of European member states
                                   relating to the safeguarding of employees‟ rights in the
                                   event of transfers of undertakings, businesses or parts of
                                   undertakings or businesses, as amended.

Additional Clauses                 means the Clauses specified in paragraph 4 of
                                   Schedule 14 that may be added to the Clauses in the
                                   Model Contract at the Customer‟s request in an Order.

Affiliate                          means any person, partnership, joint venture,
                                   corporation or other form of enterprise, domestic or
                                   foreign, including but not limited to subsidiaries, that
                                   directly or indirectly are controlled by, or are under
                                   common control with the PROVIDER or a Parent
                                   Company.

Agreement Change Note (ACN)        means the agreement change note specified in
                                   Schedule 7.

Agreement Change Procedures        means the procedures specified in Schedule 7 for
                                   making changes to this Framework Agreement.

Alternative Clauses                means the Clauses specified in Paragraph 3 of
                                   Schedule 14 that may be substituted for the Clauses in
                                   the Model Contract at the Customer‟s request in an
                                   Order.

Approval                           means the procedure by which the AUTHORITY
                                   approves Goods and/or Services proposed by the
                                   PROVIDER in Schedule 3 for inclusion in the
                                   Catalogue as a Catalogue Entry.

Audit                              means an audit carried out pursuant to Clause 34

AUTHORITY Marks                    means the AUTHORITY‟s (or its licensor‟s) trade
                                   marks (whether registered or not), logos and brands
                                   pertinent to this Framework Agreement.

Award Criteria                     means the criteria set out in which the Framework is
                                   awarded.

Capable Framework Providers        means any Framework Providers that are capable of
                                   meeting the Customer‟s Goods and/or Services
                                   Requirements.

Catalist                           means the brand name applied by the AUTHORITY to
                                   the range of framework agreements under which
                                   Customers may purchase goods and services.



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Catalogue                         means the catalogue of Goods and/or Services that shall
                                  be made available to the AUTHORITY by the
                                  PROVIDER in electronic format. The Catalogue shall
                                  specify the Catalogue Entries. The AUTHORITY may
                                  at its absolute discretion publish the Catalogue on its
                                  websites.

Catalogue Entry                   means a Service that has been approved by the
                                  AUTHORITY in accordance with the Approval
                                  Procedures and listed in the Catalogue.

Catalogue Ordering Procedures     means Orders placed by a Customer in accordance with
Orders                            Paragraph 2 of the Ordering Procedures – Schedule 5.

Charges                           means the charges set out in Schedule 4.

Charges Variation Procedure       means the procedure for varying the Charges specified
                                  in Schedule 8.

Commencement Date                 means the date on which the Framework commences.

Complaint                         means any complaint made by a Customer in respect of
                                  the PROVIDER not fulfilling its obligations under the
                                  terms of a Contract, other than not meeting any
                                  applicable Performance Levels.

Compliant Quotes                  means any quote submitted by Framework Providers
                                  that complies with the requirements set out in the Goods
                                  and/or Services Requirements and Paragraph 3.2 of the
                                  Ordering Procedures

Confidential Information          means any information, however it is conveyed, that
                                  relates to the business, affairs, developments, trade
                                  secrets, know-how, personnel and suppliers of either
                                  Party, including Intellectual Property Rights, together
                                  with all information derived from the above, and any
                                  other information clearly designated as being
                                  confidential (whether or not it is marked as
                                  “confidential”) or which ought reasonably to be
                                  considered to be confidential.

Consistent Failure                means failures to comply with the Quality Measures in
                                  any period as deemed appropriate by the Awarding
                                  Authority or the customer.




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                                   Managed Services

Contract                           means the binding agreement for the provision of
                                   Ordered Goods and/or Services entered into by the
                                   PROVIDER and a Customer in accordance with the
                                   provisions of this Framework Agreement.         Each
                                   Contract shall be constructed by the PROVIDER, using
                                   the Model Contract in Schedule 2 or the Master Lease
                                   Agreement in Schedule 2A.

Contract Change Note               means the contract change note specified in Schedule 2-
                                   7.

Contract Change Procedure          means the contract change procedure specified in
                                   Schedule 2-7 for making changes to a Contract.

Contract Generated Intellectual    means any Intellectual Property Rights created by the
Property Rights                    PROVIDER as a result of the performance by the
                                   PROVIDER of its obligations under a Contract.

Contracting Authority              means a contracting authority as defined in Regulation 3
                                   of the Public Contracts Regulations 2006.

Crown                              means the government of the United Kingdom
                                   (including the Northern Ireland Assembly and Executive
                                   Committee, the Scottish Executive and the National
                                   Assembly for Wales), including, but not limited to,
                                   government ministers and government departments and
                                   particular bodies, persons, commissions or agencies
                                   from time to time carrying out functions on its behalf.

Customer                           means an organisation or entity identified in the contract
                                   notice, reference 2007/S 126-154424 published in the
                                   Official Journal of the European Union on 4th July 2007.




Data Protection Requirements       mean the Data Protection Act 1998, the EU Data
or DPA                             Protection Directive 95/46/EC, the Regulation of
                                   Investigatory        Powers         Act 2000,        the
                                   Telecommunications (Lawful Business Practice)
                                   (Interception of Communications) Regulations 2000
                                   (SI 2000/2699), the Electronic Communications Data
                                   Protection Directive 2002/58/EC, the Privacy and
                                   Electronic      Communications       (EC      Directive)
                                   Regulations 2003 and all applicable laws and
                                   regulations relating to processing of personal data and
                                   privacy, including where applicable the guidance and
                                   codes of practice issued by the Information
                                   Commissioner.

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Days                                 means calendar days

Deed of Guarantee                    means the model deed of guarantee set out in
                                     Schedule 17.

Default                              means any breach of the obligations of any Party
                                     (including fundamental breach or breach of a
                                     fundamental term) or any default, act, omission,
                                     negligence or statement of any Party, its employees,
                                     agents or sub-contractors in connection with or in
                                     relation to the subject matter of this Framework
                                     Agreement, including Contracts or Lease Agreements
                                     arising hereunder, and in respect of which such Party is
                                     liable to the other.

Directives                           means the Directive 2004/18/EC of the European
                                     Parliament and the Council of 31 March 2004 and the
                                     Public Contracts Regulations 2006. In the event and to
                                     the extent only of any conflict between the Directive
                                     2004/18/EC of the European Parliament and the Council
                                     of 31 March 2004, and the Public Contracts Regulations
                                     2006, the Directive 2004/18/EC of the European
                                     Parliament and the Council of 31 March 2004 shall
                                     prevail over the Public Contracts Regulations 2006.

Exit and Service Transfer            means the arrangements set out in Schedule 2-11 which
Arrangements                         shall apply in the event of the expiry or termination of a
                                     Contract.

Employee Liabilities                 means all claims, including claims for redundancy
                                     payments, unlawful deduction of wages, unfair,
                                     wrongful or constructive dismissal compensation,
                                     compensation for sex, race or disability discrimination
                                     or discrimination on the grounds of religion, belief or
                                     sexual orientation or claims for equal pay, compensation
                                     for less favourable treatment of part-time workers, and
                                     any claims whether in tort, contract or statute or
                                     otherwise, demands, actions, proceedings and any
                                     award, compensation, damages, tribunal awards, fine,
                                     loss, order, penalty, disbursement, payment made by
                                     way of settlement and costs and expenses reasonably
                                     incurred in connection with a claim or investigation
                                     (including any investigation by the Equal Opportunities
                                     Commission, the Disability Rights Commission, or the
                                     Commission for Racial Equality or other enforcement,
                                     regulatory or supervisory body and of implementing any
                                     requirements which may arise from such investigation),
                                     and any expenses and legal costs on an indemnity basis.

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                                   Managed Services

Environmental Information          mean the Environmental Information Regulations 2004
Regulations                        and any guidance and/or codes of practice issued by the
                                   Information Commissioner in relation to such
                                   regulations.

Environmental Questionnaire        means the environmental questionnaire that can be
                                   accessed directly via the dedicated website:
                                   http://seq.ogcbuyingsolutions.gov.uk/suppliers/.

Equipment                          means any equipment used in the provision of the
                                   Ordered Goods and/or Services, including hardware and
                                   software. Such Equipment may have been provided by
                                   the PROVIDER, a Customer, a lessor or another Third
                                   Party.

Extension Period                   means the period for which the AUTHORITY extends
                                   the Term pursuant to Clause [2.2] being a maximum of
                                   two (2) years.

FOIA                               means the 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 in relation to
                                   such legislation.

Framework Agreement                means this Framework Agreement, comprised of the
                                   Clauses and Schedules.

Framework Manager                  means a representative of either Party responsible for
                                   ensuring the Parties are performing their obligations
                                   under this Framework Agreement.

Framework Providers                means all providers that have entered into a framework
                                   agreement on substantially the same terms as this
                                   Framework Agreement.

Fraud                              means any offence under Laws creating offences in
                                   respect of fraudulent acts or at common law in respect
                                   of fraudulent acts in relation to the Framework
                                   Agreement or defrauding or attempting to defraud or
                                   conspiring to defraud the Crown.

Further Competition                means a competition carried out in accordance with the
                                   Further Competition Procedure.

Further Competition Procedure      means the procedure set out in Paragraph 3 of Schedule
                                   5.

Goods and/or Services              means the Goods and Services specified in the
                                   Catalogue or as specified in Schedule 3 that the
                                   PROVIDER shall make available to Customers.
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                                   Managed Services

Goods and/or Services              means the requirements of the Customer for Goods
Requirements                       and/or Services from time to time.

Goods                              means article of commerce to be supplied to the
                                   Customer by the PROVIDER, as described in Schedule
                                   3

Good Industry Practice             means standards, 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
                                   experienced person or body engaged in a similar type of
                                   undertaking under the same or similar circumstances.

Government Procurement Card        means the UK Government‟s VISA purchasing card.
(GPC)

Guidance Notes                     means the guidance notes that advise Customers on the
                                   appropriate use of this Framework Agreement, as
                                   specified in Schedule 15.

Indexing                           has the meaning ascribed to it in Schedule 8.

Information                        has the meaning given under section 84 of the Freedom
                                   of Information Act 2000.

Initial Term                       means the period of two (2) years commencing on the
                                   Commencement Date.

Intellectual Property Rights       means patents, trade marks, service marks, design rights
                                   (whether registrable or otherwise), applications for any
                                   of the foregoing, copyright, database rights, trade or
                                   business names and other similar rights or obligations
                                   whether registrable or not in any country (including but
                                   not limited to the United Kingdom) and the right to sue
                                   for passing off.

Invoicing Procedure                means the procedure by which the PROVIDER invoices
                                   the Customer, as set out in Schedule 2-4.

Law                                means any 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 or any Regulatory Body.




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Lease Agreement                   means the binding agreement for the provision of Lease
                                  Arrangements entered into by the PROVIDER and a
                                  Customer in accordance with the provisions of this
                                  Framework Agreement. Each Lease Agreement shall be
                                  constructed by the PROVIDER, using the Master Lease
                                  Agreement in Schedule 2A.

Lease Arrangements                means the use of the Goods and/or Services (for Goods)
                                  under a leasing arrangement for a specified period in
                                  exchange for payment of a specified rent. The
                                  ownership of the Goods and/or Services shall remain
                                  with the PROVIDER and the Customer has the right of
                                  possession and use of the Goods and/or Services under
                                  lease.

Liquidated Damages Period         means the period specified in paragraph 4 of
                                  Schedule 02-13 for each instance where Liquidated
                                  Damages apply.

Liquidated Damages                means the liquidated damages specified in Schedule 02-
                                  13.

Management Charge                 means the sum payable by the PROVIDER to the
                                  AUTHORITY in accordance with the provisions of
                                  Clause 8 being the amount of zero point seven percent
                                  (0.7%) of the total value of all Charges of all Contracts
                                  and/or Lease Agreements (net of Value Added Tax)
                                  entered into by the PROVIDER with the Customers for
                                  Ordered Goods and/or Ordered Services in each Month,
                                  throughout the Term and thereafter in respect of any
                                  extant Contract.

Management Information            means information supplied by the PROVIDER to the
                                  AUTHORITY in accordance with the provisions of
                                  Schedule 6.

Material Default                  means any breach.

Mediator                          has the meaning ascribed to it in Schedule 10.

Model Confidentiality             means each of the model confidentiality agreements set
Agreement                         out in Schedule 11.

Model Contract                    means the model contract in Schedule 2 which specifies
                                  the terms and conditions for Contracts.




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                                   Managed Services

Model Contract                     means the model contract of that name, published by
(PHOTOCOPIERS &                    OGCbuying.solutions on its website.
MULTIFUNCTIONAL
PRODUCTS AND SERVICES,
PRINT ROOM AND
MANAGED SERVICES
CONTRACT REF
RM450)


[Model Parent Company              means the model parent company guarantee set out in
Guarantee                          Schedule 17.

Month or Monthly                   mean a calendar month.

Non-Catalogue Orders               means Orders placed by a Customer in accordance with
                                   Paragraph 3 of the Ordering Procedures – Schedule 5.

Notice of Arbitration              means the formal notice from the PROVIDER or the
                                   AUTHORITY to the other Party referring a dispute to
                                   arbitration in accordance with the provisions of
                                   Schedule 10.

Order                              means an order for Goods and/or Services served by the
                                   Customer on the PROVIDER in accordance with the
                                   Ordering Procedures set out under Clause 4 of this
                                   Framework Agreement.

Ordered Goods and/or Services      means the Goods and/or Services selected by a
                                   Customer and specified in the Contract between the
                                   PROVIDER and the Customer following the acceptance
                                   of an Order in accordance with the Ordering
                                   Procedures.

Ordering Procedures                means the ordering procedures specified in Schedule 5.

Parent Company                     means any company which is the ultimate Holding
                                   Company of the PROVIDER or any other company of
                                   which the ultimate Holding Company of the
                                   PROVIDER is also the ultimate Holding Company and
                                   which is either responsible directly or indirectly for the
                                   business activities of the PROVIDER or which is
                                   engaged in the same or similar business to the
                                   PROVIDER. The term “Holding Company” shall have
                                   the meaning ascribed by Section 736 of the Companies
                                   Act 1985 or any statutory re-enactment or amendment
                                   thereto.

Party                              means the AUTHORITY or the PROVIDER



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                                  Managed Services

Payment Profile                   means the profile of payments to be made by a
                                  Customer to the PROVIDER under the terms of a
                                  Contract as set out in Schedule 2-4.

Performance Levels                means the levels of service defined in Schedule 3 and
                                  Schedule 2-2 of each Contract.




PQQ Responses                     means the response submitted by the PROVIDER to the
                                  pre-qualification questionnaire issued by the
                                  AUTHORITY on 4th July 2007.

Pre-Existing Intellectual         shall mean any Intellectual Property Rights vested in or
Property Rights                   licensed to the AUTHORITY or the PROVIDER prior
                                  to or independently of the performance by the
                                  AUTHORITY or PROVIDER of their obligations under
                                  this Framework Agreement.




Quality Measures                  means the measures of quality set out in the Order Form

Quarter or Quarterly              means a three (3) Month period beginning on 1st
                                  January, 1st April, 1st July or 1st October.

Records                           means such full and accurate records as are required to
                                  be kept by the PROVIDER to satisfy the requirements
                                  of Clause 34.

Regulatory Bodies                 means those government departments and regulatory,
                                  statutory and other entities, committees 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 this
                                  Agreement or any other affairs of the Authority and
                                  “Regulatory Body” shall be construed accordingly.

Reports                           means reports submitted by the PROVIDER to the
                                  Customer as specified in Schedule 2-6.

Request for Information           means a request for information or an apparent request
                                  under the Code of Practice on Access to Government
                                  Information, FOIA or the Environmental Information
                                  Regulations.



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                                     Managed Services

Service Acceptance Procedure         means the procedure of that name specified in
                                     Schedule 2-5.



Credits                              means any credits specified in Schedule 3 which shall
                                     be payable to the Customer by the PROVIDER in the
                                     event that the Performance Levels are not met in respect
                                     of Ordered Goods and/or Services.



Service Transfer                     means any transfer of the Ordered Goods and/or
                                     Services (or any part of the Ordered Goods and/or
                                     Services), for whatever reason, from the PROVIDER or
                                     any Sub-Contractor to the Customer or to a replacement
                                     service provider.

Service Transfer Date                means the date of a Service Transfer.

Services                              means the services to be performed for the Customer by
                                     the PROVIDER, as described in Schedule 3.

Special Terms                        means additional Customer specific terms, to which the
                                     PROVIDER‟s agreement is sought by a Customer under
                                     the Further Competition Procedure specified in
                                     Schedule 5.

Standards and Regulations            means the standards and regulations as set out in
                                     Schedule 12 with which the PROVIDER shall comply
                                     in the provision of Ordered Goods and/or Services and
                                     its responsibilities and obligations hereunder.

Sub-Contractor                       means any supplier/contractor selected, appointed and
                                     managed by the PROVIDER, subject to the
                                     AUTHORITY‟s consent pursuant to the provisions of
                                     Clause 31.1, in accordance with the provisions of
                                     Schedule 9, including the Sub-Contractors specified in
                                     Schedule 9. The terms “Sub-Contract” and “Sub-
                                     Contracting” shall be similarly construed.

Substitute Resources                 has the meaning ascribed to it in Schedule 2-11.



Tender                               means the tender submitted by the PROVIDER to the
                                     AUTHORITY on [         ].




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                                  Managed Services

Term                              means the period commencing on the Commencement
                                  Date and ending on the expiry of the Initial Term or any
                                  Extension Period or on earlier termination of this
                                  Framework Agreement.



Third Party                       means a person or organisation who is not Party to this
                                  Framework Agreement

Trade Mark                        means a sign, including words, logos, pictures or a
                                  combination of these, which distinguishes the Goods
                                  and/or Services of one Service Provider from those of
                                  another, or as otherwise set out in the Trade Marks
                                  Act 1994.

Transferring Service Provider     has the meaning given to it in Schedule 02-11.
Employees

TUPE                              means the Transfer of Undertakings (Protection of
                                  Employment) Regulations 1981 (SI 1981/1794) as
                                  amended or replaced or any other regulations or UK
                                  legislation implementing the Acquired Rights Directive.

Working Days                      means Monday to Friday inclusive, excluding English
                                  public and bank holidays.

Year                              means a calendar year.




                                     SCHEDULE 2


                                2 MODEL CONTRACT

                         2A MASTER LEASE AGREEMENT

                          (Please see as separate attachment)




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                                    SCHEDULE 3
          THE SERVICES, SERVICE LEVELS AND SERVICE CREDITS
                SPECIFICATION/SERVICE LEVEL AGREEMENT

1. INTRODUCTION
  1.1. This Schedule 3 specifies:
     1.1.1. each of the Goods and/or Services that the PROVIDER shall make available to
          Customers;
     1.1.2. the Service Levels applicable to each of the Services; and
     1.1.3. the Credits applicable where Service Levels are not met: and




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                                  Managed Services

The purpose of Schedule 3 is to provide the contractual statement of the Services, Service
Levels and Credits applicable to the Framework Agreement and therefore subject to Order by
Customers. At such time as a Customer places an Order for a Service, the details of that
Service in this Schedule will be specified in the ensuing Contract.
The contents of Schedule 3, together with pricing information in Schedule 4, will be made
available for perusal by Customers in the Catalogue post Framework Award (published on
Buying Solutions website).


Upon completion of the tender evaluation exercise and prior to the commencement of
the Framework Agreement, the AUTHORITY will incorporate the Specification/Service
Level Agreement document (contained within Section B of the ITT document) and the
PROVIDERS response to the Statement of Requirements (also contained within Section
B of the ITT document).




                                      SCHEDULE 4
                                    THE CHARGES
1.     INTRODUCTION
       1.1.   This Schedule 4 details the Charges for the Goods and/or Services.


Upon completion of the tender evaluation exercise and prior to the commencement of
the Framework Agreement, the AUTHORITY will incorporate the PROVIDERS
response to Annex 6 of the Statement of Requirement into Schedule 4.




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                                    SCHEDULE 5
                            ORDERING PROCEDURES
1. INTRODUCTION
  1.1. This Schedule 5 specifies the procedures that Customers must follow in selecting a
       Service Provider with whom to place an Order.
  1.2. Customers are entitled at any time during the Operational Period to order Goods
       and/or Services. Such Services shall be provided by the PROVIDER as Ordered
       Goods and/or Services in accordance with the provisions of a Contract.
  1.3. A Contract shall be entered into by the PROVIDER accepting an Order served by a
       Customer for the provision of Ordered Goods and/or Services in accordance with
       these Ordering Procedures.

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2. CATALOGUE ORDERING
     2.1.1. If the Customer‟s Goods and/or Services Requirements can be met by the
          Goods and/or Services set out in the Catalogue by application of the terms laid
          down in this Framework Agreement without the need to amend or add any
          supplementary terms and conditions, then the Customer shall:

         2.1.1.1.develop a clear Goods and/or Services Requirements setting out its
                requirements for the Goods and/or Services;

         2.1.1.2.determine that:

            2.1.1.2.1. its Goods and/or Services Requirements can be met by the Goods
                      and/or Services set out in the Catalogue; and

            2.1.1.2.2. the terms and conditions to the Catalogue Entry do not require
                      amendment or any supplementary terms and conditions;

         2.1.1.3.apply the Award Criteria to the Catalogue of Goods and/or Services for
                Photocopiers and Multifunctional Products and Services, Print Room and
                Managed Services to all Framework Providers capable of meeting the
                Goods and/or Services Requirements as the basis of its decision as to which
                of the Framework Providers provide best value for money;

         2.1.1.4.on the basis set out above, award its Goods and/or Services Requirements
                by serving an Order in accordance with Paragraph 4.1 on the PROVIDER.




3. NON-CATALOGUE ORDERING

  3.1. The Customer‟s Obligations

     3.1.1. If the Customer is unable to Order in accordance with Paragraph 2 herein, then
          it shall:

         3.1.1.1.develop clear Goods and/or Services Requirements setting out its
                requirements for the Goods and/or Services including any Special Terms;

         3.1.1.2.invite quotes by conducting a Further Competition for its Goods and/or
                Services Requirements by:
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          3.1.1.2.1. sending all Framework Providers capable of meeting the
                  Customer‟s Goods and/or Services Requirements to submit a written
                  quote (hereinafter an “Invitation to Quote”) in respect of such
                  Customer‟s Goods and/or Services Requirements;

          3.1.1.2.2. setting a time and date for the receipt by it of the written quote;

          3.1.1.2.3. keeping each quote confidential until the time limit set out in
                  Paragraph 3.1.1.2.2 above has expired;

          3.1.1.2.4. applying the Award Criteria to the Compliant Quotes as the basis of
                  its decision to award a Contract and/or a Lease Agreement;

      3.1.1.3.on the basis set out in Paragraph 3.1.1 above, award its Goods and/or
             Services Requirements by serving an Order in accordance with Paragraph
             4.1 on the PROVIDER.

3.2. The PROVIDER‟s Obligations

   3.2.1. If the Customer has sent the PROVIDER an Invitation to Quote, the
       PROVIDER shall in writing, by the time and date specified by the Customer in
       accordance with Paragraph 3.1.1.2.2, provide the Customer with either:

      3.2.1.1.a statement to the effect that it does not wish to quote in relation to the
             relevant Goods and/or Services Requirements; or

      3.2.1.2.a written quote in response to the Customer‟s Goods and/or Services
             Requirements, which shall include:

          3.2.1.2.1. an email or fax response with the subject line to comprise of unique
                  reference number and PROVIDER‟s name;

          3.2.1.2.2. a proposal covering the Goods and/or Services Requirements with,
                  as a minimum:

             3.2.1.2.2.1.the overall cost;

             3.2.1.2.2.2.the description of the Goods and/or Services to be provided by
                        the PROVIDER;

             3.2.1.2.2.3.the staffing requirement (level and number of days) if
                        applicable;



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                3.2.1.2.2.4.confirmation of discounts applicable to the work, as referenced
                          at Schedule 3.

     3.2.2. The PROVIDER shall ensure that any prices submitted pursuant to Paragraph
          3.2.1.2 shall be based on the Charges and take into account any discount to which
          the Customer may be entitled as set out in Schedule 4.

     3.2.3. The PROVIDER agrees that all quotes submitted pursuant to Paragraph 3.2.1.2
          shall remain open for acceptance by the Customer for thirty (30) days unless
          otherwise specified in the Customer‟s Goods and/or Services Requirements.

4. FORMS OF ORDER

  4.1. Subject to Paragraphs 1 to 3 above, each Customer may place an Order with the
      PROVIDER by serving an Order in writing:

     4.1.1. in substantially the form set out in:

         4.1.1.1.Schedule 11A for Catalogue Orders; or

         4.1.1.2.Schedule 11B for Non-Catalogue Orders; or

     4.1.2. in such similar form agreed with the PROVIDER including systems of
          ordering involving facsimile, electronic mail or other on-line solutions.

  4.2. The PROVIDER agrees that any document or communication (including any
      document or communication in the apparent form of an Order), which is not in the
      form prescribed by this Paragraph 4.1, shall not constitute an Order under this
      Framework Agreement.



5. ACCEPTING AND DECLINING ORDERS

  5.1. Following the receipt of an Order, the PROVIDER shall promptly and within three
      (3) Working Days or a lesser period as specified by the relevant Customer in the
      Order (taking into account all relevant circumstances in relation to the subject matter
      and the nature of the Order) either:

     5.1.1. notify the Customer that it declines to accept the Order; or

     5.1.2. notify the Customer that it accepts the Order by signing and returning the
          Order to the Customer.

  5.2. If the PROVIDER:
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     5.2.1. notifies the Customer that it declines to accept an Order; or

     5.2.2. fails to respond to the Order within the time-limit referred to in Paragraph 5.1
           above;

               then, the Invitation to Quote from the Customer to the PROVIDER shall lapse
               and the relevant Customer may award the Order to another Framework
               Provider that submitted the next best value for money quote in accordance with
               the relevant Award Criteria.

6. CONTRACT

  6.1. In the event that the Order specifies Goods and/or Services that are not to be the
      subject of Lease Arrangements and if the PROVIDER in agreeing to accept such an
      Order pursuant to Paragraph 5.1.2 above, the PROVIDER shall enter into a Contract
      with the Customer for the provision of Goods and/or Services referred to in that
      Order.

  6.2. A Contract is formed between the PROVIDER and the Customer on the Customer‟s
      receipt of the Order signed by the Provider in the form prescribed in Paragraph 4.1
      above.

7. LEASE AGREEMENT

  7.1. In the event that the Order specifies Goods and/or Services to be the subject of Lease
      Arrangements and if the PROVIDER in agreeing to accept such an Order pursuant to
      Paragraph 5.1.2 above, the PROVIDER shall enter into a Lease Agreement with the
      Customer for the provision of Goods and/or Services referred to in that Order.

  7.2. A Lease Agreement is formed between the PROVIDER and the Customer on the
      Customer‟s receipt of the Order signed by the Provider in the form prescribed in
      Paragraph 4.1 above.




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                                     SCHEDULE 6
                          MANAGEMENT INFORMATION
1. INTRODUCTION
  1.1. This Schedule 6 specifies the format and process to be undertaken in the provision of
       Management Information by the PROVIDER to the AUTHORITY.


2. MANAGEMENT INFORMATION
  2.1. The PROVIDER shall provide Management Information reports electronically to the
       AUTHORITY at catalist.returns@ogcbs.gsi.gov.uk.


  2.2. Such reports, in respect of each Month, shall be submitted within 2 working days of
       the Month end.
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  2.3. The PROVIDER shall submit Management Information reports using the template
       provided by the AUTHORITY post Framework award. Nil returns will be required
       where applicable.


3. MANAGEMENT INFORMATION CONTENT
  3.1. In addition to the quarterly management information detailed within 5.12.4 of the
       Statement of Requirement, the PROVIDER will be required to submit the following
       information electronically on a monthly basis:
      3.1.1.   a record of the number of Orders placed by each CUSTOMER including the
           Unique Reference Number (URN);
      3.1.2.    a record of the Invoices raised by the PROVIDER CUSTOMER including
           the Unique Reference Number (URN);
      3.1.3.    a forecast of the value of Invoices to all CUSTOMERS for each of the
           following three (3) Months;
      3.1.4.   a forecast of expected new Orders for each of the following three (3)
           months; and
      3.1.5.    a one-page commentary on market intelligence, major leads and trends.




 Further details in relation to the submission of supplier Monthly Management Information
     will be discussed with the successful suppliers post Framework Agreement award.




                                     SCHEDULE 7
                       AGREEMENT CHANGE PROCEDURE
1. INTRODUCTION
  1.1. This Schedule 7 sets out the Agreement Change Procedure to be used by the
       AUTHORITY and the PROVIDER to effect changes to this Framework Agreement
       and should be read in conjunction with Schedule 3 of the Framework Agreement.
2. PRINCIPLES
  2.1. The AUTHORITY and the PROVIDER shall conduct discussions relating to
       proposed changes to this Framework Agreement in good faith. Neither party shall
       unreasonably withhold nor delay consent to the other party‟s proposed changes.
  2.2. Until such time as an Agreement Change Note (ACN) has been signed by both
       parties, the PROVIDER shall continue to provide and make available to Customers
       the Services in accordance with this Framework Agreement and relevant Contracts.
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   2.3. Any work undertaken in connection with any proposed change to this Framework
        Agreement by the PROVIDER, its Sub-Contractors or agents (other than that which
        has previously been agreed in accordance with the provisions of paragraph 2.2 of this
        Schedule 7) shall be undertaken entirely at the expense and liability of the
        PROVIDER unless otherwise agreed between the AUTHORITY and the
        PROVIDER in advance.
   2.4. Any discussions, negotiations or other communications which may take place
        between the parties in connection with any proposed change to this Framework
        Agreement, including but not limited to the submission of any written
        communications, prior to the signing by both parties of the relevant ACN, shall be
        without prejudice to the rights of either party.
3. PROCEDURE
   3.1. Should either party wish to amend this Framework Agreement, that party‟s MFP
        Framework Manager shall submit a draft ACN for discussion detailing the proposed
        change to the other party‟s MFP Framework Manager using the pro forma at
        paragraph 4 of this Schedule 7.
   3.2. Discussion between the parties following the submission of a draft ACN shall result
        in either:
      3.2.1. no further action being taken on that draft ACN; or
      3.2.2. agreement between the parties on the changes to be made to this Framework
             Agreement (including agreement on the date upon which the changes are to
             take effect (the “effective date”)), such agreement to be expressed in the form
             of proposed revisions to the text of the relevant parts of this Framework
             Agreement.
   3.3. Where agreement is reached in accordance with paragraph 3.2.2, the party submitting
        the draft ACN shall prepare the final ACN for execution by both parties. The final
        ACN, the content of which has been agreed between the parties in accordance with
        paragraph 3.2.2 of this Schedule 7, shall be uniquely identified by a sequential
        number allocated by the AUTHORITY.
   3.4. Two (2) copies of each ACN shall be signed by the PROVIDER and submitted to the
        AUTHORITY not less than ten (10) Working Days prior to the effective date agreed in
        accordance with paragraph 3.2.2 of this Schedule 7.
   3.5. Subject to the agreement reached in accordance with paragraph 3.2.2 of this
        Schedule 7 remaining valid, the AUTHORITY shall sign both copies of the approved
        ACN within five (5) Working Days of receipt by the AUTHORITY. Following
        signature by the AUTHORITY, one (1) copy of the signed ACN shall be returned to
        the PROVIDER by the AUTHORITY.
   3.6. An ACN signed by both parties shall constitute an amendment to this Framework
        Agreement pursuant to Clause 9.
4. THE ACN PRO FORMA IS AS FOLLOWS:


              Agreement Change Note for the Agreement Change Procedure


Sequential Number:           [to be allocated by the AUTHORITY‟s Framework Manager]

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Title:                        ...........................................................


Originator:                   ..............................................for the [AUTHORITY/ PROVIDER]


Date change first proposed: ...........................................................


Number of pages attached:              ................……………………………



         WHEREAS the PROVIDER and the AUTHORITY entered into a Framework
         Agreement for the provision of [ ] Services dated [date] and now wish to amend
         that Framework Agreement;


         Reason for proposed change
         [Party proposing change to complete]
         Full details of proposed change
         [Party proposing change to complete]
         Details of likely impact, if any, of proposed change on other aspects of the Framework
         Agreement

         [Party proposing change to complete]

         Effect of proposed change on extant Contracts

         [Party proposing change to complete in accordance with Clause 9.3]




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IT IS AGREED as follows:


  1. With effect from [date] the Agreement shall be amended as set out below:


  [Details of the amendments to the Agreement to be inserted here – to include the
  explicit changes required to the text in order to effect the change, i.e.
  Clause/Schedule/paragraph number, required deletions and insertions etc]


  2.          Save as herein amended, all other terms and conditions of the Framework
              Agreement inclusive of any previous ACNs shall remain in full force and
              effect.



Signed for and on behalf of the PROVIDER


By ....................................................................................................


Name ..............................................................................................


Title .................................................................................................


Date ................................................................................................



Signed for and on behalf of the AUTHORITY


By       ..............................................................................................


Name              ..............................................................................................


Title ……………………………………………………………..


Date ...............................................................................................




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                                   SCHEDULE 8
                      CHARGES VARIATION PROCEDURE
2.   INTRODUCTION
     2.1.   This Schedule 8 details the Charges Variation Procedure applicable to this
            Framework Agreement and in conjunction with Schedule 3.
     2.2.   The Charges shall only be varied due to agreement between the parties at any
            time to decrease any of the Charges and the date from which such decrease
            shall apply.
3.   IMPLEMENTATION OF ADJUSTED CHARGES
     3.1.   Variations in accordance with the provisions of this Schedule 8 to the Charges
            specified in Schedule 4 shall be made by the AUTHORITY to take effect on
            the relevant date. The PROVIDER shall amend the Charges shown in the
            Catalogue to reflect such variations.
     3.2.   Variations to the Charges applicable to each Contract shall be made in
            accordance with the provisions of that Contract. For the avoidance of doubt,
            where an amendment to the Charges shown in the Catalogue is made, the
            Charges applicable to a Contract shall only be varied in respect of Contracts
            that were in place three (3) Months before the relevant date for the Charges
            Variation.




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                                      SCHEDULE 9
                                   SUB-CONTRACTORS
1. INTRODUCTION
  1.1. This Schedule 9 contains:
     1.1.1. details of the Sub-Contractors to be employed by the PROVIDER in the
          provision of Services pursuant to individual Contracts; and
     1.1.2. the procedure to select, appoint and manage Sub-Contractors.
2. NOTIFICATION
  2.1. The PROVIDER shall notify the AUTHORITY‟s MFP Framework Manager in
       writing, which for the purposes of this notification may be via email, of any additions
       to the list of Sub-Contractors specified in paragraph 3 before such additional Sub-
       Contractor undertakes any obligation pursuant to a Contract.
  2.2. Such notification will contain confirmation that the selection and appointment of the
       Sub-Contractor was in the procedure to select, appoint and manage Sub-Contractors.
3. SUB-CONTRACTORS
  3.1. Table of Sub-Contractors:

    Name and full contact details                             Obligation




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4. PROCEDURE TO SELECT, APPOINT AND MANAGE SUB-CONTRACTORS
   4.1. [DN The PROVIDER‟S procedure as specified in their response to the Statement of
        Requirement will be inserted here].
Upon completion of the tender evaluation exercise and prior to the commencement of
the Framework Agreement, the AUTHORITY will incorporate the PROVIDERS
response to 5.1.4 of the Statement of Requirement into Schedule 9.




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                             SCHEDULE 10


                               NOT USED




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                                    SCHEDULE 11
                                    MODEL FORMS
1. INTRODUCTION
  1.1. This Schedule 11 contains:
     1.1.1. Model Confidentiality Agreements; and
     1.1.2. a model Self Audit Certificate.
  1.2. Model Confidentiality Agreement (1) is appropriate for the provisions of
       Clause 19.8.2;
  1.3. Model Confidentiality Agreement (2) is appropriate for the provisions of
       Clause 19.8.3; and
  1.4. Model Confidentiality Agreement (3) is appropriate for the provisions of
       Clause 19.8.4.
  1.5. Schedule 11A - Model Order Form for Catalogue Orders;
  1.6. Schedule 11A - Model Order Form for Non-Catalogue Orders.




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MODEL CONFIDENTIALITY AGREEMENT (1)


This Confidentiality Agreement is made on the [ ] day of [       ] 200[ ] between:
A)    OGCbuying.solutions (“the AUTHORITY”); and
B)    [                       ] (“the RECIPIENT”)


WHEREAS:
     1) The AUTHORITY has entered into a Framework Agreement with [name] (“the
        SERVICE PROVIDER”);
     2) This Confidentiality Agreement is pursuant to the provisions of Clause 20.4.1 of the
        Framework Agreement;
     3) the RECIPIENT is a Crown Body; and
     4) the AUTHORITY may have made available and may wish to make available to the
        RECIPIENT certain Confidential Information (as defined below). The AUTHORITY
        wishes to protect such information in the manner set out in this Confidentiality
        Agreement.
In consideration of the mutual promises contained herein, IT IS HEREBY AGREED AS
FOLLOWS:-
1.        DEFINITIONS
          1.1.   “Confidential Information” means any information, however it is conveyed,
                 received by the RECIPIENT from the AUTHORITY that relates to the
                 business, affairs, developments, trade secrets, know-how, personnel and
                 suppliers of either party, including Intellectual Property Rights, of the
                 SERVICE PROVIDER together with all information derived from the above,
                 and any other information clearly designated as being confidential (whether or
                 not it is marked as “confidential”) or which ought reasonably to be considered
                 to be confidential.
          1.2.   “Party” means either party to this Confidentiality Agreement as specified in
                 A), and B) above.
2.        HANDLING OF CONFIDENTIAL INFORMATION
          2.1.   The RECIPIENT shall, and shall ensure and procure that its servants shall,
                 maintain the Confidential Information in strict confidence, including requiring
                 its servants to enter into a confidentiality agreement on substantially the same
                 terms as this Confidentiality Agreement, and shall, without limitation to the
                 generality of this obligation, exercise in relation thereto no less security
                 measures and degree of care than those which it applies to its own confidential
                 information which it warrants as providing adequate protection against
                 unauthorised disclosure, copying or use.
          2.2.   Upon termination of this Confidentiality Agreement, all Confidential
                 Information received by the RECIPIENT and copies thereof shall be destroyed
                 by him.

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3.   THE RECIPIENT OBLIGATIONS
     3.1.   The RECIPIENT shall:-
            3.1.1. not divulge the Confidential Information to any third party other than as
                   provided for in this Confidentiality Agreement; and
            3.1.2. make no commercial use of the Confidential Information or any part
                   thereof.
     3.2.   Notwithstanding the foregoing, the RECIPIENT shall be entitled to make any
            disclosure required by law of the Confidential Information and shall notify the
            AUTHORITY of so doing in accordance with the provisions of paragraph 6.
4.   EXCLUSIONS
     4.1.   This Confidentiality Agreement shall not apply to information which:
            4.1.1. is or becomes public knowledge without breach of this Confidentiality
                   Agreement; or
            4.1.2. is already in the possession of the RECIPIENT without restriction in
                   relation to disclosure before the date of its receipt with restriction from
                   the AUTHORITY; or
            4.1.3. is received by the RECIPIENT from a third party who lawfully
                   acquired it and who is under no obligation restricting its disclosure.
            4.1.4. must be disclosed pursuant to a statutory, legal or parliamentary
                   obligation placed upon the party making the disclosure, including any
                   requirements for disclosure under the Freedom of Information Act 2000
                   or the Environmental Information Regulations 2004.
     4.2.   Notwithstanding the provisions of paragraph 4.1.2, where information
            disclosed to the RECIPIENT by the AUTHORITY without restriction is
            subsequently disclosed by the AUTHORITY with restriction, the RECIPIENT
            shall treat such information in accordance with the provisions of this
            Confidentiality Agreement with effect from the date of its disclosure with
            restriction. In all such cases, the Parties shall use all reasonable endeavours to
            restore and maintain the confidentiality of that information.
5.   DISCLAIMER
     5.1.   All rights in Confidential Information are reserved and no rights or obligations
            other than those expressly recited herein are granted or to be implied from this
            Confidentiality Agreement.
     5.2.   In particular, no licence or other interest is hereby granted directly or indirectly
            under any invention, discovery, patent, design right, copyright or other
            industrial property right now or in the future held, made, obtained or licensable
            by the AUTHORITY or the SERVICE PROVIDER.
6.   NOTICES
     6.1.   Except as otherwise expressly provided, no communication from one Party to
            the other shall have any validity under this Confidentiality Agreement unless
            made in writing by or on behalf of the relevant Party.



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7.    TERMINATION
      7.1.    This Confidentiality Agreement shall continue in force until terminated by
              consent of the Parties. The provisions of paragraphs 1, 2, 3 and 4 shall survive
              any such termination.
8.    NON-ASSIGNMENT
      8.1.    This Confidentiality Agreement is personal to the RECIPIENT and shall not be
              assigned or otherwise transferred in whole or in part by the RECIPIENT.
9.    ENTIRE AGREEMENT
      9.1.    This Confidentiality Agreement constitutes the entire agreement and
              understanding between the Parties in respect of Confidential Information and
              supersedes all previous agreements, understandings and undertakings in such
              respect.
      9.2.    As witness this Confidentiality Agreement has been executed on behalf of each
              Party by its duly authorised representative on the date first above written.
10.   THIRD PARTY RIGHTS
      10.1.   Except where expressly provided to the contrary, this Confidentiality
              Agreement is not intended to be for the benefit of, and shall not be enforceable
              by, any person who is not named at the date of this Confidentiality Agreement
              as a party to it, or any person who claims rights under the Contracts (Rights of
              Third Parties) Act 1999 or otherwise and neither party can declare itself a
              trustee of the rights under it for the benefit of any third party. The parties to
              this Confidentiality Agreement reserve the right to rescind or vary this
              Confidentiality Agreement without the consent of any third party who is
              expressly entitled to enforce this Confidentiality Agreement.
      10.2.   The Parties acknowledge that the rights set out in this Confidentiality
              Agreement may be enforced by the SERVICE PROVIDER.


For the RECIPIENT:


Signed by: ___________________________________________________
Date: _______________________________________________________
Name: ______________________________________________________
Title: _______________________________________________________


For the AUTHORITY:


Signed by: ___________________________________________________
Date: _______________________________________________________
Name: ______________________________________________________
Title: _______________________________________________________

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MODEL CONFIDENTIALITY AGREEMENT (2)


This Confidentiality Agreement is made on the [ ] day of [       ] 200[ ] between:
A)    OGCbuying.solutions (“the AUTHORITY”); and
B)    [                       ] (“the CUSTOMER”)


WHEREAS:
     1) The AUTHORITY has entered into a Framework Agreement with [name] (“the
        SERVICE PROVIDER”);
     2) This Confidentiality Agreement is pursuant to the provisions of Clause 20.4.2 of the
        Framework Agreement;
     3) the AUTHORITY has been in discussion with the CUSTOMER regarding its potential
        receipt of Services under a Contract;
     4) the AUTHORITY may have made available and may wish to make available to the
        CUSTOMER certain Confidential Information (as defined below). The AUTHORITY
        wishes to protect such information in the manner set out in this Confidentiality
        Agreement.
In consideration of the mutual promises contained herein, IT IS HEREBY AGREED AS
FOLLOWS:-
1.        DEFINITIONS
          1.1.   “Confidential Information” means any information, however it is conveyed,
                 received by the CUSTOMER from the AUTHORITY that relates to the
                 business, affairs, developments, trade secrets, know-how, personnel and
                 suppliers of either party, including Intellectual Property Rights, of the
                 SERVICE PROVIDER together with all information derived from the above,
                 and any other information clearly designated as being confidential (whether or
                 not it is marked as “confidential”) or which ought reasonably to be considered
                 to be confidential.
          1.2.   “Party” means either party to this Confidentiality Agreement as specified in
                 A), and B) above.
2.        HANDLING OF CONFIDENTIAL INFORMATION
          2.1.   The CUSTOMER shall, and shall ensure and procure that its servants shall,
                 maintain the Confidential Information in strict confidence, including requiring
                 its servants to enter into a confidentiality agreement on substantially the same
                 terms as this Confidentiality Agreement, and shall, without limitation to the
                 generality of this obligation, exercise in relation thereto no less security
                 measures and degree of care than those which it applies to its own confidential
                 information which it warrants as providing adequate protection against
                 unauthorised disclosure, copying or use.
          2.2.   Upon termination of this Confidentiality Agreement, all Confidential
                 Information received by the CUSTOMER and copies thereof shall be
                 destroyed by him.


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3.   THE CUSTOMER OBLIGATIONS
     3.1.   The CUSTOMER shall:-
            3.1.1. not divulge the Confidential Information to any third party other than as
                   provided for in this Confidentiality Agreement; and
            3.1.2. make no commercial use of the Confidential Information or any part
                   thereof.
     3.2.   Notwithstanding the foregoing, the CUSTOMER shall be entitled to make any
            disclosure required by law of the Confidential Information and shall notify the
            AUTHORITY of so doing in accordance with the provisions of paragraph 6.
4.   EXCLUSIONS
     4.1.   This Confidentiality Agreement shall not apply to information which:
            4.1.1. is or becomes public knowledge without breach of this Confidentiality
                   Agreement; or
            4.1.2. is already in the possession of the CUSTOMER without restriction in
                   relation to disclosure before the date of its receipt with restriction from
                   the AUTHORITY; or
            4.1.3. is received by the CUSTOMER from a third party who lawfully
                   acquired it and who is under no obligation restricting its disclosure.
            4.1.4. must be disclosed pursuant to a statutory, legal or parliamentary
                   obligation placed upon the party making the disclosure, including any
                   requirements for disclosure under the Freedom of Information Act 2000
                   or the Environmental Information Regulations 2004.
     4.2.   Notwithstanding the provisions of paragraph 4.1.2, where information
            disclosed to the CUSTOMER by the AUTHORITY without restriction is
            subsequently disclosed by the AUTHORITY with restriction, the CUSTOMER
            shall treat such information in accordance with the provisions of this
            Confidentiality Agreement with effect from the date of its disclosure with
            restriction. In all such cases, the Parties shall use all reasonable endeavours to
            restore and maintain the confidentiality of that information.
5.   DISCLAIMER
     5.1.   All rights in Confidential Information are reserved and no rights or obligations
            other than those expressly recited herein are granted or to be implied from this
            Confidentiality Agreement.
     5.2.   In particular, no licence or other interest is hereby granted directly or indirectly
            under any invention, discovery, patent, design right, copyright or other
            industrial property right now or in the future held, made, obtained or licensable
            by the AUTHORITY or the SERVICE PROVIDER.
6.   NOTICES
     6.1.   Except as otherwise expressly provided, no communication from one Party to
            the other shall have any validity under this Confidentiality Agreement unless
            made in writing by or on behalf of the relevant Party.



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7.    TERMINATION
      7.1.    This Confidentiality Agreement shall continue in force until terminated by
              consent of the Parties. The provisions of paragraphs 1, 2, 3 and 4 shall survive
              any such termination.
8.    NON-ASSIGNMENT
      8.1.    This Confidentiality Agreement is personal to the CUSTOMER and shall not
              be assigned or otherwise transferred in whole or in part by the CUSTOMER.
9.    ENTIRE AGREEMENT
      9.1.    This Confidentiality Agreement constitutes the entire agreement and
              understanding between the Parties in respect of Confidential Information and
              supersedes all previous agreements, understandings and undertakings in such
              respect.
      9.2.    As witness this Confidentiality Agreement has been executed on behalf of each
              Party by its duly authorised representative on the date first above written.
10.   THIRD PARTY RIGHTS
      10.1.   Except where expressly provided to the contrary, this Confidentiality
              Agreement is not intended to be for the benefit of, and shall not be enforceable
              by, any person who is not named at the date of this Confidentiality Agreement
              as a party to it, or any person who claims rights under the Contracts (Rights of
              Third Parties) Act 1999 or otherwise and neither party can declare itself a
              trustee of the rights under it for the benefit of any third party. The parties to
              this Confidentiality Agreement reserve the right to rescind or vary this
              Confidentiality Agreement without the consent of any third party who is
              expressly entitled to enforce this Confidentiality Agreement.
      10.2.   The Parties acknowledge that the rights set out in this Confidentiality
              Agreement may be enforced by the SERVICE PROVIDER.


For the CUSTOMER:


Signed by: ___________________________________________________
Date: _______________________________________________________
Name: ______________________________________________________
Title: _______________________________________________________


For the AUTHORITY:


Signed by: ___________________________________________________
Date: _______________________________________________________
Name: ______________________________________________________
Title: _______________________________________________________

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MODEL CONFIDENTIALITY AGREEMENT (3)


This Confidentiality Agreement is made on the [ ] day of [       ] 200[ ] between:
A)    OGCbuying.solutions (“the AUTHORITY”); and
B)    [                       ] (“the THIRD PARTY”)


WHEREAS:
     1) The AUTHORITY has entered into a Framework Agreement with [name] (“the
        SERVICE PROVIDER”);
     2) This Confidentiality Agreement is pursuant to the provisions of Clause 20.4.3 of the
        Framework Agreement;
     3) the AUTHORITY has engaged the THIRD PARTY to provide services related to that
        Framework Agreement;
     4) the AUTHORITY may have made available and may wish to make available to the
        THIRD PARTY certain Confidential Information (as defined below).       The
        AUTHORITY wishes to protect such information in the manner set out in this
        Confidentiality Agreement.
In consideration of the mutual promises contained herein, IT IS HEREBY AGREED AS
FOLLOWS:-
1.        DEFINITIONS
          1.1.   “Confidential Information” means any information, however it is conveyed,
                 received by the THIRD PARTY from the AUTHORITY that relates to the
                 business, affairs, developments, trade secrets, know-how, personnel and
                 suppliers of either party, including Intellectual Property Rights, of the
                 SERVICE PROVIDER together with all information derived from the above,
                 and any other information clearly designated as being confidential (whether or
                 not it is marked as “confidential”) or which ought reasonably to be considered
                 to be confidential.
          1.2.   “Party” means either party to this Confidentiality Agreement as specified in
                 A), and B) above.
2.        HANDLING OF CONFIDENTIAL INFORMATION
          2.1.   The THIRD PARTY shall, and shall ensure and procure that its servants shall,
                 maintain the Confidential Information in strict confidence, including requiring
                 its servants to enter into a confidentiality agreement on substantially the same
                 terms as this Confidentiality Agreement, and shall, without limitation to the
                 generality of this obligation, exercise in relation thereto no less security
                 measures and degree of care than those which it applies to its own confidential
                 information which it warrants as providing adequate protection against
                 unauthorised disclosure, copying or use.
          2.2.   Upon termination of this Confidentiality Agreement, all Confidential
                 Information received by the THIRD PARTY and copies thereof shall be
                 destroyed by him.


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3.   THIRD PARTY OBLIGATIONS
     3.1.   The THIRD PARTY shall:-
            3.1.1. not divulge the Confidential Information to any party other than as
                   provided for in this Confidentiality Agreement;
            3.1.2. use the Confidential Information only for the purposes necessary in
                   providing the services for which he is engaged by the AUTHORITY;
                   and
            3.1.3. make no commercial use of the Confidential Information or any part
                   thereof.
     3.2.   Notwithstanding the foregoing, the THIRD PARTY shall be entitled to make
            any disclosure required by law of the Confidential Information and shall notify
            the AUTHORITY of so doing in accordance with the provisions of
            paragraph 6.
4.   EXCLUSIONS
     4.1.   This Confidentiality Agreement shall not apply to information which:
            4.1.1. is or becomes public knowledge without breach of this Confidentiality
                   Agreement; or
            4.1.2. is already in the possession of the THIRD PARTY without restriction
                   in relation to disclosure before the date of its receipt with restriction
                   from the AUTHORITY; or
            4.1.3. is received by the THIRD PARTY from a third party who lawfully
                   acquired it and who is under no obligation restricting its disclosure.
     4.2.   Notwithstanding the provisions of paragraph 4.1.2, where information
            disclosed to the THIRD PARTY by the AUTHORITY without restriction is
            subsequently disclosed by the AUTHORITY with restriction, the THIRD
            PARTY shall treat such information in accordance with the provisions of this
            Confidentiality Agreement with effect from the date of its disclosure with
            restriction. In all such cases, the Parties shall use all reasonable endeavours to
            restore and maintain the confidentiality of that information.
5.   DISCLAIMER
     5.1.   All rights in Confidential Information are reserved and no rights or obligations
            other than those expressly recited herein are granted or to be implied from this
            Confidentiality Agreement.
     5.2.   In particular, no licence or other interest is hereby granted directly or indirectly
            under any invention, discovery, patent, design right, copyright or other
            industrial property right now or in the future held, made, obtained or licensable
            by the AUTHORITY.
6.   NOTICES
     6.1.   Except as otherwise expressly provided, no communication from one Party to
            the other shall have any validity under this Confidentiality Agreement unless
            made in writing by or on behalf of the relevant Party.



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7.    TERMINATION
      7.1.    This Confidentiality Agreement shall continue in force until terminated by
              consent of the Parties. The provisions of paragraphs 1, 2, 3 and 4 shall survive
              any such termination.
8.    NON-ASSIGNMENT
      8.1.    This Confidentiality Agreement is personal to the THIRD PARTY and shall
              not be assigned or otherwise transferred in whole or in part by the THIRD
              PARTY.
9.    ENTIRE AGREEMENT
      9.1.    This Confidentiality Agreement constitutes the entire agreement and
              understanding between the Parties in respect of Confidential Information and
              supersedes all previous agreements, understandings and undertakings in such
              respect.
      9.2.    As witness this Confidentiality Agreement has been executed on behalf of each
              Party by its duly authorised representative on the date first above written.
10.   THIRD PARTY RIGHTS
      10.1.   Except where expressly provided to the contrary, this Confidentiality
              Agreement is not intended to be for the benefit of, and shall not be enforceable
              by, any person who is not named at the date of this Confidentiality Agreement
              as a party to it, or any person who claims rights under the Contracts (Rights of
              Third Parties) Act 1999 or otherwise and neither party can declare itself a
              trustee of the rights under it for the benefit of any third party. The parties to
              this Confidentiality Agreement reserve the right to rescind or vary this
              Confidentiality Agreement without the consent of any third party who is
              expressly entitled to enforce this Confidentiality Agreement.
      10.2.   The Parties acknowledge that the rights set out in this Confidentiality
              Agreement may be enforced by the SERVICE PROVIDER.


For the THIRD PARTY:


Signed by: ___________________________________________________
Date: _______________________________________________________
Name: ______________________________________________________
Title: _______________________________________________________


For the AUTHORITY:


Signed by: ___________________________________________________
Date: _______________________________________________________
Name: ______________________________________________________
Title: _______________________________________________________
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                                      Managed Services



MODEL SELF AUDIT CERTIFICATE
Dear Sirs
In accordance with the Framework Agreement entered into on                                       between [name] and
OGCbuying.solutions, we confirm the following:-
1.    In our opinion [name] has in place suitable systems for identifying and recording the
transactions taking place under the provisions of the above Framework Agreement.
2.      We have tested the systems and found them to be operating satisfactorily.
3.    We have tested a sample of the transactions during our audit for the financial year ended
[financial year] and confirm that they are correct and in accordance with the terms and
conditions of the above Framework Agreement.


Name: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

                                                                               Auditor‟s Stamp
Signed: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


Date: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .




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Guidance : The Order Form should include all the project specific details of the
Contract or Lease. All details that are requirement specific or specific to the Customer
will be included in the Order Form.1 When signed this Order Form becomes a legally
binding contract incorporating the terms and conditions of the Contract and/or Lease.

                                        ORDER FORM
                               Schedule 11A – Catalogue Orders
                Photocopiers & Multifunctional Products & Services, Print Room &
                                       Managed Services
FROM
Customer
Contract Manager:
Service Address
Invoice Address
Contact Ref:                  Ref:                                Phone:              e-mail:

Order Number
                              To be quoted on all correspondence relating to this Order:
Order Date
TO
Service Provider
Service Provider‟s
Address
Contract                       Name:
Manager:                       Address:


                               Phone:
                               E-mail:

REQUIREMENTS [Guidance: Customer’s service requirements to be inserted in this
Section]
(1.1) Details of the Goods and/or Services Required as set out in the Catalogue:




.

(1.2) Commencement Date:



(1.3) Charges Payable by Customer (including any applicable discount and method of
payment eg Government Procurement Card or BACS):



1
    This approach avoids the need to complete Schedules for each call-off contract.
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(1.4) Acceptance prior to Payment:
[Insert acceptance testing procedure if appropriate]



(1.5) Delivery Date(s) and Time(s):


(1.6) Milestones (including dates for Completion):
[Insert details of milestones if relevant]


(1.7) Completion Date:


(1.8) Any Alternative or Additional Clause(s) required from Schedule 14 of the Framework
Agreement:




BY SIGNING AND RETURNING THIS ORDER FORM THE PROVIDER AGREES
to enter a legally binding contract with the Customer to provide to the Customer the Goods
and/or Services specified in the Customer‟s Goods and/or Services Requirements set out in
this Order Form incorporating:
1.    the Provider‟s obligations set out in the Framework Agreement entered into between the
      Provider and Her Majesty's Treasury on [              ] 2007 (the “Framework
      Agreement”); and
2.    the terms and conditions in the Model Contract set out in the Framework Agreement in
      the event that this Order Form specifies Goods and/or Services that are not to be the
      subject of Lease Arrangements; and/or
3.    the terms and conditions in the Master Lease Agreement set out in the Framework
      Agreement in the event that this Order Form specifies Goods and/or Services to be the
      subject of Lease Arrangements.

For and on behalf of the Provider:
Name and Title
Signature
Date

For and on behalf of the Customer:
Name and Title
Signature
Date




                                        Page 79 of 104
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                                       Managed Services

Guidance : The Order Form should include all the project specific details of the
Contract or Lease Agreement. All details that are requirement specific or specific to the
Customer will be included in the Order Form.2 When signed this Order Form becomes
a legally binding contract incorporating the terms and conditions of the Contract and/or
Lease Agreement.

                                        ORDER FORM
                              Schedule 11A – Non-Catalogue Orders
                Photocopiers & Multifunctional Products & Services, Print Room &
                                        Managed Services
FROM
Customer
Contract Manager:
Service Address
Invoice Address
Contact Ref:                  Ref:                                Phone:              e-mail:

Order Number
                              To be quoted on all correspondence relating to this Order:
Order Date
TO
Service Provider
Service Provider‟s
Address
Contract                       Name:
Manager:                       Address:


                               Phone:
                               E-mail:

Part 1: REQUIREMENTS [Guidance: Customer’s service requirements to be inserted in
this Part]
(1.1) Details of the Goods and/or Services Required by the Customer:




(1.2) Commencement Date:



(1.3) Charges Payable by Customer (including any applicable discount and method of
payment eg Government Procurement Card or BACS):




2
    This approach avoids the need to complete Schedules for each call-off contract.
                                                         Page 80 of 104
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(1.4) Acceptance prior to Payment:
[Insert acceptance testing procedure if appropriate]



(1.5) Delivery Date(s) and Time(s):


(1.6) Milestones (including dates for Completion):
[Insert details of milestones if relevant]


(1.7) Completion Date:


(1.8) Any Alternative or Additional Clause(s) required from Schedule 14:



PART 2 – FURTHER COMPETITION ORDER:
Attach the written quote submitted by the Provider.

In the event that there is a conflict between the requirements set out in Part 1 about and the
attached written quote from the Provider, the requirements set out in Part 1 shall prevail to the
extent of the inconsistency.


[PART 3. FURTHER-COMPETITION ORDER - ADDITIONAL REQUIREMENTS

(2.1) Supplemental requirements in addition to terms of the Model Contract and/or Master
Lease Agreement:




(2.2) Variations to the terms of the Model Contract and/or Master Lease Agreement




PART 3. PERFORMANCE OF THE SERVICES
(3.1) Key Personnel of the Provider to be involved in supplying the Ordered Services (if
applicable):



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(3.2) Sub-Contractors to be involved in the Services:

(3.3) Performance Location:


(3.4) Quality Standards, Quality Measures and Credit Limit:



PART 4. CONFIDENTIAL INFORMATION
(4.1) The following information shall be deemed Commercially Sensitive Information or
Confidential Information:



BY SIGNING AND RETURNING THIS ORDER FORM THE PROVIDER AGREES
to enter a legally binding contract with the Customer to provide to the Customer the Goods
and/or Services specified in the Customer‟s Goods and/or Services Requirements set out in
this Order Form incorporating:
4.    the Provider‟s obligations set out in the Framework Agreement entered into between the
      Provider and Her Majesty's Treasury on [              ] 2007 (the “Framework
      Agreement”); and
5.    the terms and conditions in the Model Contract set out in the Framework Agreement in
      the event that this Order Form specifies Goods and/or Services that are not to be the
      subject of Lease Arrangements; and/or
6.    the terms and conditions in the Master Lease Agreement set out in the Framework
      Agreement in the event that this Order Form specifies Goods and/or Services to be the
      subject of Lease Arrangements.


Name and Title
Signature
Date

For and on behalf of the Customer:
Name and Title
Signature
Date




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                                     SCHEDULE 12
                         STANDARDS AND REGULATIONS
1. INTRODUCTION
  1.1.This Schedule 12 sets out the Standards and Regulations with which the PROVIDER
      shall comply in its provision of Services.


2. GENERAL STANDARDS
  2.1.Quality Management System
     2.1.1. The PROVIDER shall undertake its obligations arising hereunder and in all
          Contracts in accordance with the BS EN ISO 9001 Quality Management System
          standard or equivalent.
     2.1.2. The PROVIDER shall ensure that its Sub-Contractors undertake their
          obligations arising under Contracts in accordance with the BS EN ISO 9001
          Quality Management System standard or equivalent.
  2.2.Environmental Management System
     2.2.1. The PROVIDER shall undertake its obligations arising hereunder and in all
          Contracts in accordance with the BS EN ISO 14001 Environmental Management
          System standard or equivalent.
     2.2.2. The PROVIDER shall ensure that its Sub-Contractors undertake their
          obligations arising under Contracts in accordance with the BS EN ISO 14001
          Environmental Management System standard or equivalent.


3. PROJECT MANAGEMENT
  3.1. For Project Management responsibilities, the PROVIDER shall ensure that PRINCE2
       or an equivalent methodology is used.


4. INFORMATION SECURITY
  4.1. The PROVIDER shall undertake its obligations arising hereunder and in all Contracts
       in accordance with the ISO 27001 Information Security Management standard or
       equivalent.
  4.2. The PROVIDER shall ensure that all Services intended for the transmission of
       protectively marked material or for the protection of systems accredited to store or
       process protectively marked material shall be protected and delivered to the standards
       set out in the Manual of Protective Security (MPS) or equivalent.
  4.3. All other Services shall comply with the Information Age Government Security
       Framework or equivalent.
  4.4. The PROVIDER shall prepare a Risk Management Accreditation Document Set
       (RMADS) (as defined in HMG Infosec Standard 2) covering the scope of the
       Services in the Catalogue and shall maintain said RMADS throughout the term of this
       Agreement. The RMADS shall be subject to the approval of the pan-Government
       Accreditor.

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5. SERVICE MANAGEMENT
  5.1. The PROVIDER shall use the ITIL Service Management document set for the
       purposes of structured and documented Service Management or equivalent.
6. HEALTH AND SAFETY AT WORK
  6.1. The PROVIDER shall undertake its obligations arising hereunder and in all Contracts
       in accordance with the OHSAS 18001 Occupational Health and Safety Management
       System or equivalent.
  6.2. Both parties shall take all necessary measures to ensure the health and safety of the
       other party‟s employees and agents visiting their premises.
  6.3. The PROVIDER shall notify the AUTHORITY of any use of substances listed under
       COSHH regulations or the Montreal Protocol in the provision of the Services.
7. ENVIRONMENTAL STANDARDS
  7.1. The PROVIDER shall undertake its obligations hereunder and in all Contracts in
       accordance with Directive 2002/96/EC on Waste Electrical and Electronic Equipment
       and Directive 2002/95/EC on the Restriction of the Use of Certain Hazardous
       Substances in Electrical and Electronic Equipment.




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                                    SCHEDULE 13
                                    MARKETING
4.    INTRODUCTION
      4.1.   This Schedule 13 describes the activities that the PROVIDER will carry out as
             part of its ongoing commitment to the marketing of Catalist to Customers and
             should be read in conjunction with Schedule 3.
5.    MARKETING
      5.1.   [Response to ITT to be included here]
6.    AUTHORITY PUBLICATIONS
      6.1.   The AUTHORITY will periodically update and revise marketing materials
             including a paper version of the Catalist catalogue. The PROVIDER shall
             supply current information for inclusion in such marketing materials when
             required by the AUTHORITY.
      6.2.   Such information shall be provided in the form of a completed template,
             supplied by the AUTHORITY together with instructions for completion and
             the date for its return.
      6.3.   Failure to comply with the provisions of paragraph 6.1 and 6.2 may result in
             the PROVIDER‟s exclusion from such marketing materials.


Upon completion of the tender evaluation exercise and prior to the commencement of
the Framework Agreement, the AUTHORITY will incorporate the PROVIDERS
response to 5.9.1 of the Statement of Requirement into Schedule 13.




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                                     SCHEDULE 14
             ALTERNATIVE CLAUSES AND ADDITIONAL CLAUSES
1. INTRODUCTION
  1.1. This Schedule 14 contains the Alternative Clauses and Additional Clauses which may
       be requested in an Order by a Customer for use in a Contract.
  1.2. The areas to be addressed by use of Alternative Clauses are:
     Law and Jurisdiction;
     Private Authorities;
     Non Crown;
     FOIA;
     TUPE.
  1.3. The following Additional Clauses may be requested:
     Escrow;
     Security Measures; and
     Access to MOD Sites
     .
2. IMPLEMENTATION
  2.1. Where an Alternative Clause or Additional Clause is requested in an Order, this shall
       be implemented by the PROVIDER specifying such Alternative Clause or Additional
       Clause in Annex A to the Clauses of the Contract.


3. ALTERNATIVE CLAUSES
                                      SCOTS LAW
  3.1. For Scots Law, make the following changes:
     3.1.1. Delete Clause 55 and insert:
           55. SCOTS LAW AND JURISDICTION
             55.1. Subject to the provisions of Clause 50, this Contract shall be
             considered as a contract made in Scotland, the CUSTOMER and the
             PROVIDER accept the exclusive jurisdiction of the Scottish Courts and agree
             that this Contract is to be governed by and construed according to Scots Law.
             55.2. This Contract shall be binding upon the CUSTOMER and its
             successors and assignees and the PROVIDER and the PROVIDER‟s
             successors and permitted assignees.
                             NORTHERN IRELAND LAW
  3.2. For Northern Ireland Law, make the following changes:
     3.2.1. Delete Clause 55 and insert:
           55. LAW AND JURISDICTION OF NORTHERN IRELAND


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           55.1. Subject to the provisions of Clause 50, this Contract shall be
           considered as a contract made in Northern Ireland, the CUSTOMER and the
           PROVIDER accept the exclusive jurisdiction of the Northern Ireland Courts
           and agree that this Contract is to be governed by and construed according to
           Northern Ireland Law.
           55.2. This Contract shall be binding upon the CUSTOMER and its
           successors and assignees and the PROVIDER and the PROVIDER‟s
           successors and permitted assignees.
   3.2.2. Term and Termination
       3.2.2.1.   In Clause 46.1.1.6 delete “...Section 123 of the Insolvency Act 1986.”
              and insert “.Article 103 of the Insolvency (NI) Order 1989”.
   3.2.3. Discrimination
       3.2.3.1.   Delete Clause 25 and insert:
         25. DISCRIMINATION
           25.1. The PROVIDER shall not unlawfully discriminate within the meaning
           and scope of the Race Relations Act 1976, Fair Employment (NI) Acts 1976
           and 1989, the Sex Discrimination (NI) Orders 1976 and 1988, the Equal Pay
           Act (NI) 1970, the Employment Equality (Age) Regulations (Northern Ireland)
           2006, or any statutory modification or re-enactment thereof relating to
           discrimination in employment.
           25.2. The PROVIDER shall take all reasonable steps to ensure the
           observance of the provisions of Clause 25.1 by the Sub-Contractors employed
           in the execution of this Contract.
                            PRIVATE AUTHORITIES
3.3. For Contracts formed with Private Authorities make the following changes :
   3.3.1. Transfer & Sub-Contracting
           Delete Clause 38.4
                                  NON CROWN
3.4. Where the Customer is not a Crown Body, the following changes should be made:
   3.4.1. Confidentiality
           Delete the following words from Clause 37.1: “Without prejudice to the
           application of the Official Secrets Acts 1911 to 1989 to any Confidential
           Information”.
                        FREEDOM OF INFORMATION
3.5. Where the Customer is exempt from the provisions of FOIA, and notifies the
     PROVIDER accordingly in the Order, the following should be inserted to replace
     Clauses 33.1, 33.2 and 33.3.
33.1      The CUSTOMER has notified the PROVIDER that the CUSTOMER is
exempt from the provisions of FOIA.
                                       TUPE
3.6. For Contracts where TUPE is not intended to apply at commencement, make the
     following changes:
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       3.6.1. Delete clause 39 and replace with the following:

          39.           TUPE

                39.1     The CUSTOMER and the PROVIDER agree that the commencement
                of the provision of the Ordered Goods and/or Services by the PROVIDER
                under this contract will not be a "relevant transfer" to which TUPE will apply
                in relation to any employees of the Customer. In the circumstances, the
                CUSTOMER and the             PROVIDER agree that no employees of the
                CUSTOMER will transfer to the PROVIDER by virtue of the operation of
                TUPE.
                39.2     If any employee of the CUSTOMER claims or it is determined that his
                contract of employment has been transferred from the CUSTOMER to the
                PROVIDER pursuant to TUPE then:
                   39.1.1      The PROVIDER will, within seven (7) days of becoming aware
                   of that fact, give notice in writing to the CUSTOMER.

                   39.1.2     The CUSTOMER may offer employment to such person within
                   twenty-one (21) days of the notification by the PROVIDER or take such
                   other steps as it considers appropriate to deal with the matter.

                   39.1.3     If such offer is accepted (or if the situation has otherwise been
                   resolved by the CUSTOMER), the PROVIDER shall immediately release
                   the person from his employment.

                   39.1.4     If after the twenty one (21) day period has elapsed, no such offer
                   of employment has been made or such offer has been made but not
                   accepted, or the situation has not otherwise been resolved, the PROVIDER
                   may within seven (7) days give notice to terminate the employment of such
                   person.

                   39.1.5      Subject to clause 39.3 and subject to the PROVIDER acting in
                   this way or in such other way as may be agreed between the CUSTOMER
                   and the PROVIDER, the CUSTOMER will indemnify the PROVIDER
                   against all Employee Liabilities arising out of such termination.

                   39.1.6    If such person is neither re-employed by the CUSTOMER nor
                   dismissed by the PROVIDER within the time scales set out in this
                   paragraph 39.3 such person will be treated as having transferred to the
                   PROVIDER by virtue of the operation of TUPE and the PROVIDER shall
                   comply with such obligations as may be imposed upon it under TUPE or
                   otherwise by Law.

                39.3  The indemnity shall only apply where the notification is made by the
                PROVIDER to the CUSTOMER within six (6) calendar months of the Service
                Commencement Date.
4. ADDITIONAL CLAUSES
                                          ESCROW
60. [DN number given as example. Insert as next available Clause number]
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  60.1. The PROVIDER shall place the source code of [specify software source code and
      associated documentation] software in escrow with [specify escrow agent] within one
      month of acceptance by the CUSTOMER on the basis of the standard agreement or
      on such other terms as the CUSTOMER, the PROVIDER and the escrow agent shall
      agree.
  60.2. The PROVIDER shall ensure that the software placed in escrow shall include
      material modifications, developments, updates, patches, enhancements or other
      modifications to the software from time to time.
  60.3. The PROVIDER hereby grants the CUSTOMER a perpetual, non-transferable and
      non-exclusive licence to use, reproduce, modify, adapt and enhance (and to authorise
      a third party to use, reproduce, modify, adapt and enhance) the source code and object
      code versions of the software placed in escrow. However, the foregoing licence shall
      only become effective if the CUSTOMER becomes entitled to obtain access to the
      source code version of that software pursuant to the escrow arrangement referred to in
      Clause 60.1 and the licence shall be subject to any restrictions contained therein in
      respect of the object code version of the software provided that such restrictions shall
      not detract from the rights granted under this Clause Error! Reference source not
      found.Error! Reference source not found..
  60.4. The PROVIDER and the CUSTOMER hereby agree that both parties shall each
      pay their respective fees set out in any escrow agreement entered into pursuant to
      Clause 60.1.
                                SECURITY MEASURES
51. [DN number given as example.              Insert as next available Contract Clause
number]Security Measures
  51.1    In this Clause 0:
     51.1.1. “secret matter” means any matter connected with or arising out of the
          performance of this Contract which has been, or may hereafter be, by a notice in
          writing given by the CUSTOMER to the PROVIDER be designated „top secret‟,
          „secret‟, or „confidential‟;
     51.1.2. “document” includes specifications, plans, drawings, photographs and books;
     51.1.3. references to a person employed by the PROVIDER shall be construed as
          references to any person employed or engaged by the PROVIDER to do anything
          in connection with this Contract, whether under a contract of service with the
          PROVIDER or under any other contract or arrangement whatsoever; and
     51.1.4. “servant” where the PROVIDER is a body corporate shall include a director of
          that body and any person occupying in relation to that body the position of
          director by whatever name called.
  51.2. The PROVIDER shall not, either before or after the completion or termination of
      this Contract, do or permit to be done anything which it knows or ought reasonably to
      know may result in information about a secret matter being:
     51.2.1. without the prior consent in writing of the CUSTOMER, disclosed to or
          acquired by a person who is an alien or who is a British subject by virtue only of
          a certificate of naturalisation in which his name was included;



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   51.2.2. disclosed to or acquired by a person as respects whom the CUSTOMER has
        given to the PROVIDER a notice in writing which has not been cancelled stating
        that the CUSTOMER requires that secret matters shall not be disclosed to that
        person;
   51.2.3. without the prior consent in writing of the CUSTOMER, disclosed to or
        acquired by any person who is not a servant of the PROVIDER; or
   51.2.4. disclosed to or acquired by a person who is an employee of the PROVIDER
        except in a case where it is necessary for the proper performance of this Contract
        that such person shall have the information.
51.3. Without prejudice to the provisions of Clause 51.2, the PROVIDER shall, both
    before and after the completion or termination of this Contract, take all reasonable
    steps to ensure:
   51.3.1. that no such person as is mentioned in Clauses 51.2.1, 51.2.2 or 51.2.3 hereof
        shall have access to any item or document under the control of the PROVIDER
        containing information about a secret matter except with the prior consent in
        writing of the CUSTOMER;
   51.3.2. that no visitor to any premises in which there is any item to be supplied under
        this Contract or where Ordered Goods and/or Services are being provided shall
        see or discuss with the PROVIDER or any person employed by him any secret
        matter unless the visitor is authorised in writing by the CUSTOMER so to do;
   51.3.3. that no photograph of any item to be supplied under this Contract or any
        portions of the Ordered Goods and/or Services shall be taken except insofar as
        may be necessary for the proper performance of this Contract or with the prior
        consent in writing of the CUSTOMER, and that no such photograph shall,
        without such consent, be published or otherwise circulated;
   51.3.4. that all information about any secret matter and every document model or other
        item which contains or may reveal any such information is at all times strictly
        safeguarded, and that, except insofar as may be necessary for the proper
        performance of this Contract or with the prior consent in writing of the
        CUSTOMER, no copies of or extracts from any such document, model or item
        shall be made or used and no designation of description which may reveal
        information about the nature or contents of any such document, model or item
        shall be placed thereon; and
   51.3.5. that if the CUSTOMER gives notice in writing to the PROVIDER at any time
        requiring the delivery to the CUSTOMER of any such document, model or item
        as is mentioned in Clause 51.3.4, that document, model or item (including all
        copies of or extracts therefrom) shall forthwith be delivered to the CUSTOMER
        who shall be deemed to be the owner thereof and accordingly entitled to retain
        the same.
   51.3.6. The decision of the CUSTOMER on the question whether the PROVIDER has
        taken or is taking all reasonable steps as required by the foregoing provisions of
        this Clause 51.3 shall be final and conclusive.
51.4. If and when directed by the CUSTOMER, the PROVIDER shall furnish full
    particulars of all people who are at any time concerned with any secret matter.



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51.5. If and when directed by the CUSTOMER, the PROVIDER shall secure that any
    person employed by it who is specified in the direction, or is one of a class of people
    who may be so specified, shall sign a statement that he understands that the Official
    Secrets Act, 1911 to 1989 and, where applicable, the Atomic Energy Act, 1946, apply
    to the person signing the statement both during the carrying out and after expiry or
    termination of a Contract.
51.6. If at any time either before or after the expiry or termination of this Contract it
    comes to the notice of the PROVIDER that any person acting without lawful
    authority is seeking or has sought to obtain information concerning this Contract or
    any thing done or to be done in pursuance thereof, the matter shall be forthwith
    reported by the PROVIDER to the CUSTOMER and the report shall, in each case, be
    accompanied by a statement of the facts, including, if possible, the name, address and
    occupation of that person, and the PROVIDER shall be responsible for making all
    such arrangements as it may consider appropriate to ensure that if any such
    occurrence comes to the knowledge of any person employed by it, that person shall
    forthwith report the matter to the PROVIDER with a statement of the facts as
    aforesaid.
51.7. The PROVIDER shall place every person employed by it, other than a
    Sub-Contractor, who in its opinion has or will have such knowledge of any secret
    matter as to appreciate its significance, under a duty to the PROVIDER to observe the
    same obligations in relation to that matter as are imposed on the PROVIDER by
    Clauses 51.2 and 51.3, and shall, if directed by the CUSTOMER, place every person
    who is specified in the direction or is one of a class of people so specified, under the
    like duty in relation to any secret matter which may be specified in the direction, and
    shall at all times use its best endeavours to ensure that every person upon whom
    obligations are imposed by virtue of this Clause 51.7 observes the said obligations,
    and the PROVIDER shall give such instructions and information to every such person
    as may be necessary for that purpose, and shall, immediately upon becoming aware of
    any act or omission which is or would be a breach of the said obligations, report the
    facts to the CUSTOMER with all necessary particulars.
51.8. The PROVIDER shall, if directed by the CUSTOMER, include in the Sub-
    Contract provisions in such terms as the CUSTOMER may consider appropriate for
    placing the Sub-Contractor under obligations in relation to secrecy and security
    corresponding to those placed on the PROVIDER by this Clause 0, but with such
    variations (if any) as the CUSTOMER may consider necessary. Further the
    PROVIDER shall:
   51.8.1. give such notices, directions, requirements and decisions to its Sub-Contractors
        as may be necessary to bring the provisions relating to secrecy and security
        which are included in Sub-Contracts under this Clause 51.8 into operation in
        such cases and to such extent as the CUSTOMER may direct;
   51.8.2. if there comes to its notice any breach by the Sub-Contractor of the obligations
        of secrecy and security included in their Sub-Contracts in pursuance of this
        Clause 0, notify such breach forthwith to the CUSTOMER; and
   51.8.3. if and when so required by the CUSTOMER, exercise its power to determine
        the Sub-Contract under the provision in that Sub-Contract which corresponds to
        Clause 51.11.



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51.9. The PROVIDER shall give the CUSTOMER such information and particulars as
    the CUSTOMER may from time to time require for the purposes of satisfying the
    CUSTOMER that the obligations imposed by or under the foregoing provisions of
    this Clause 0 have been and are being observed and as to what the PROVIDER has
    done or is doing or proposes to do to secure the observance of those obligations and
    to prevent any breach thereof, and the PROVIDER shall secure that a representative
    of the CUSTOMER duly authorised in writing shall be entitled at reasonable times to
    enter and inspect any premises in which any thing is being done or is to be done
    under this Contract or in which there is or will be any item to be supplied under this
    Contract, and also to inspect any document or item in any such premises or which is
    being made or used for the purposes of this Contract and that any such representative
    shall be given all such information as he may require on the occasion of, or arising
    out of, any such inspection.
51.10. Nothing in this Clause 0 shall prevent any person from giving any information or
    doing any thing on any occasion when it is, by virtue of any enactment, the duty of
    that person to give that information or do that thing.
51.11. If the CUSTOMER shall consider that any of the following events has occurred:
   51.11.1. that the PROVIDER has committed a breach of, or failed to comply with
        any of, the foregoing provisions of this Clause 0; or
   51.11.2. that the PROVIDER has committed a breach of any obligations in relation
        to secrecy or security imposed upon it by any other contract with the
        CUSTOMER, or with any department or person acting on behalf of the Crown;
        or
   51.11.3. that by reason of an act or omission on the part of the PROVIDER, or of a
        person employed by the PROVIDER, which does not constitute such a breach or
        failure as is mentioned in Clause 51.11.1, information about a secret matter has
        been or is likely to be acquired by a person who, in the opinion of the
        CUSTOMER, ought not to have such information,
    and shall also decide that the interests of the State require the termination of this
    Contract, the CUSTOMER may by notice in writing terminate this Contract
    forthwith.
51.12. A decision of the CUSTOMER to terminate this Contract in accordance with the
    provisions of Clause 51.11 shall be final and conclusive and it shall not be necessary
    for any notice of such termination to specify or refer in any way to the event or
    considerations upon which the CUSTOMER‟s decision is based.
51.13.
   51.13.1. The PROVIDER may within five (5) Working Days of the termination of
        this Contract in accordance with the provisions of Clause 51.11, give the
        CUSTOMER notice in writing requesting the CUSTOMER to state whether the
        event upon which the CUSTOMER‟s decision to terminate was based is an event
        mentioned in Clauses 51.11.1, 51.11.2 or 51.11.3 and to give particulars of that
        event; and
   51.13.2. the CUSTOMER shall within ten (10) Working Days of the receipt of such
        a request give notice in writing to the PROVIDER containing such a statement
        and particulars as are required by the request.


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51.14.
   51.14.1. The termination of this Contract pursuant to Clause 51.11 shall be without
        prejudice to any rights of either party which shall have accrued before the date of
        such termination;
   51.14.2. the PROVIDER shall be entitled to be paid for any work or thing done
        under this Contract and accepted but not paid for by the CUSTOMER at the date
        of such termination either at the price which would have been payable under this
        Contract if the Contract had not been terminated, or at a reasonable price;
   51.14.3. the CUSTOMER may take over any work or thing done or made under this
        Contract (whether completed or not) and not accepted at the date of such
        termination which the CUSTOMER may by notice in writing to the PROVIDER
        given within thirty (30) Days from the time when the provisions of this Clause 0
        shall have effect, elect to take over, and the PROVIDER shall be entitled to be
        paid for any work or thing so taken over a price which, having regard to the stage
        which that work or thing has reached and its condition at the time it is taken over,
        is reasonable. The PROVIDER shall in accordance with directions given by the
        CUSTOMER, deliver any work or thing taken over under this Clause 51.14.3,
        and take all such other steps as may be reasonably necessary to enable the
        CUSTOMER to have the full benefit of any work or thing taken over under this
        Clause 51.14.3; and
   51.14.4. save as aforesaid, the PROVIDER shall not be entitled to any payment from
        the CUSTOMER after the termination of this Contract.
51.15. If, after notice of termination of this Contract pursuant to the provisions of
    Clause 51.11:
   51.15.1. the CUSTOMER shall not within ten (10) Working Days of the receipt of a
        request from the PROVIDER, furnish such a statement and particulars as are
        detailed in Clause 51.13.1; or
   51.15.2. the CUSTOMER shall state in the statement and particulars detailed in
        Clause 51.13.2 that the event upon which the CUSTOMER‟s decision to
        terminate this Contract was based is an event mentioned in Clause 51.11.3,
   the respective rights and obligations of the PROVIDER and the CUSTOMER shall be
   terminated in accordance with the following provisions:
   51.15.3. the CUSTOMER shall take over from the PROVIDER at a fair and
        reasonable price all unused and undamaged materials, bought-out parts and
        components and articles in course of manufacture in the possession of the
        PROVIDER upon the termination of this Contract under the provisions of
        Clause 51.11 and properly provided by or supplied to the PROVIDER for the
        performance of this Contract, except such materials, bought-out parts and
        components and articles in course of manufacture as the PROVIDER shall, with
        the concurrence of the CUSTOMER, elect to retain;




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      51.15.4. the PROVIDER shall prepare and deliver to the CUSTOMER within an
           agreed period or in default of agreement within such period as the CUSTOMER
           may specify, a list of all such unused and undamaged materials, bought-out parts
           and components and articles in course of manufacture liable to be taken over by
           or previously belonging to the CUSTOMER and shall deliver such materials and
           items in accordance with the directions of the CUSTOMER who shall pay to the
           PROVIDER fair and reasonable handling and delivery charges incurred in
           complying with such directions;
      51.15.5. the CUSTOMER shall indemnify the PROVIDER against any
           commitments, liabilities or expenditure which are reasonably and properly
           chargeable by the PROVIDER in connection with this Contract to the extent to
           which the said commitments, liabilities or expenditure would otherwise represent
           an unavoidable loss by the PROVIDER by reason of the termination of this
           Contract;
      51.15.6. if hardship to the PROVIDER should arise from the operation of this
           Clause 51.15 it shall be open to the PROVIDER to refer the circumstances to the
           CUSTOMER who, on being satisfied that such hardship exists shall make such
           allowance, if any, as in its opinion is reasonable and the decision of the
           CUSTOMER on any matter arising out of this Clause 51.15.6 shall be final and
           conclusive; and
      51.15.7. subject to the operation of Clauses 51.15.3, 51.15.4, 51.15.5, and 51.15.6,
           termination of this Contract shall be without prejudice to any rights of either
           party that may have accrued before the date of such termination.
      [DN If Clause 51 is used, ensure that the termination right under Clause 51.11 and
      Clause 51.15 is included in Clause 10.3.5 of the Contract.]
                               ACCESS TO MOD SITES
52. [DN number given as example. Insert as next available Contract Clause number]Access
    to MOD Sites
   52.1. In this Clause 52:
      52.1.1. “Site” shall include any of Her Majesty‟s Ships or Vessels and Service
           Stations.
      52.1.2. “Officer in charge” shall include Officers Commanding Service Stations,
           Ships‟ Masters or Senior Officers, and Officers superintending Government
           Establishments.
   52.2.     The CUSTOMER shall issue passes for those representatives of the
       PROVIDER who are approved for admission to the Site and a representative shall not
       be admitted unless in possession of such a pass. Passes shall remain the property of
       the CUSTOMER and shall be surrendered on demand or on completion of the
       Ordered Goods and/or Services.
   52.3.      The PROVIDER‟s representatives when employed within the boundaries of a
       Site, shall comply with such rules, regulations and requirements (including those
       relating to security arrangements) as may be in force for the time being for the
       conduct of personnel at that Site. When on board ship, compliance shall be with the
       Ship‟s Regulations as interpreted by the Officer in charge. Details of such rules,
       regulations and requirements shall be provided, on request, by the Officer in charge.

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52.4.      The PROVIDER shall be responsible for the living accommodation and
    maintenance of its representatives while they are employed at a Site. Sleeping
    accommodation and messing facilities, if required, may be provided by the
    CUSTOMER wherever possible, at the discretion of the Officer in charge, at a cost
    fixed in accordance with current Ministry of Defence regulations. At Sites overseas,
    accommodation and messing facilities, if required, shall be provided wherever
    possible. The status to be accorded to the PROVIDER‟s personnel for messing
    purposes shall be at the discretion of the Officer in charge who shall, wherever
    possible give his decision before the commencement of this Contract where so asked
    by the PROVIDER. When sleeping accommodation and messing facilities are not
    available, a certificate to this effect may be required by the CUSTOMER and shall be
    obtained by the PROVIDER from the Officer in charge. Such certificate shall be
    presented to the CUSTOMER with other evidence relating to the costs of this
    Contract.
52.5.      Where the PROVIDER‟s representatives are required by this Contract to join
    or visit a Site overseas, transport between the United Kingdom and the place of duty
    (but excluding transport within the United Kingdom) shall be provided for them free
    of charge by the Ministry of Defence whenever possible, normally by Royal Air
    Force or by MOD chartered aircraft. The PROVIDER shall make such arrangements
    through the Technical Branch named for this purpose in this Contract. When such
    transport is not available within a reasonable time, or in circumstances where the
    PROVIDER wishes its representatives to accompany material for installation which it
    is to arrange to be delivered, the PROVIDER shall make its own transport
    arrangements. The CUSTOMER shall reimburse the PROVIDER‟s reasonable costs
    for such transport of its representatives on presentation of evidence supporting the use
    of alternative transport and of the costs involved. Transport of the PROVIDER‟s
    representatives locally overseas which is necessary for the purpose of this Contract
    shall be provided wherever possible by the Ministry of Defence, or by the Officer in
    charge and, where so provided, shall be free of charge.
52.6.      Out-patient medical treatment given to the PROVIDER‟s representatives by a
    Service Medical Officer or other Government Medical Officer at a Site overseas shall
    be free of charge. Treatment in a Service hospital or medical centre, dental treatment,
    the provision of dentures or spectacles, conveyance to and from a hospital, medical
    centre or surgery not within the Site and transportation of the PROVIDER‟s
    representatives back to the United Kingdom, or elsewhere, for medical reasons, shall
    be charged to the PROVIDER at rates fixed in accordance with current Ministry of
    Defence regulations.
52.7.      Accidents to the PROVIDER‟s representatives which ordinarily require to be
    reported in accordance with Health and Safety at Work etc Act 1974, shall be
    reported to the Officer in charge so that the Inspector of Factories may be informed.
52.8.     No assistance from public funds, and no messing facilities, accommodation or
    transport overseas shall be provided for dependants or members of the families of the
    PROVIDER‟s representatives. Medical or necessary dental treatment may, however,
    be provided for dependants or members of families on repayment at current Ministry
    of Defence rates.




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52.9.      The PROVIDER shall, wherever possible, arrange for funds to be provided to
    its representatives overseas through normal banking channels (e.g. by travellers‟
    cheques). If banking or other suitable facilities are not available, the CUSTOMER
    shall, upon request by the PROVIDER and subject to any limitation required by the
    PROVIDER, make arrangements for payments, converted at the prevailing rate of
    exchange (where applicable), to be made at the Site to which the PROVIDER‟s
    representatives are attached. All such advances made by the CUSTOMER shall be
    recovered from the PROVIDER.
   [DN If Clause 52 is used ensure that the term Technical Branch used in Clause 52.5 is
   defined in Schedule 02-01]




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                                   SCHEDULE 15
                                 GUIDANCE NOTES
INTRODUCTION
This Schedule 15 specifies the Guidance Notes that the AUTHORITY will make available to
Customers.


                                       Contents
1. What is a Framework Agreement?
2. What are Photocopier and Multifunctional Products and Services, Print Room and
   Managed Services?
3. How to use this set of Framework Agreements
4. Buying Solutions Roles and Responsibilities
5. Your Contract
6. Contact Details




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1. What is a Framework Agreement?
   1.1. A Framework Agreement is a contractual vehicle that allows purchasers to order
        goods or services under the terms and conditions specified in that Framework
        Agreement.
   1.2. Buying Solutions enters into Framework Agreements with suppliers so that
        purchasers in the public sector may obtain value for money in their purchasing whilst
        being assured that their procurement is compliant with UK and EU legislation.
   1.3. In procuring these Framework Agreements, Buying Solutions carries out a
        competition in accordance with EU Directives. The evaluation criteria used in each
        competition are designed to ensure that Framework Agreements are awarded to
        suppliers submitting the most economically advantageous tenders, taking into account
        attributes including price; quality; capacity and track record.
   1.4. Using Framework Agreements saves time and money for purchasers and ensures that
        the terms and conditions of their contract are robust and follow best practice.


2. What is Photocopier and Multifunctional Products and Services, Print Room and
   Managed Services?
   2.1. Photocopier and Multifunctional Products and Services, Print Room and Managed
        Services is a set of Framework Agreements within Catalist, awarded by Buying
        Solutions to successful Service Providers following a fully EU compliant
        competition. It is designed to provide public sector organisations with a simplified
        means of ordering Photocopier and Multifunctional Products and Services, Print
        Room and Managed services; the range of which is published in the Catalogue at
        http://online.ogcbuyingsolutions.gov.uk/index.html.


3. How to use this set of Framework Agreements
   3.1. Before using this or any other Buying Solutions Framework Agreement, customers
        must have already registered on the Buying Solutions‟ website
        (http://online.ogcbuyingsolutions.gov.uk/index.html). There is no joining fee and no
        commitment to order services.
   3.2. Ordering Procedures can be found at Schedule 5, along with provision for reverse
        auctions and Special Terms.
   3.3. Once you have placed an order and it has been accepted by the Service Provider, it
        will form the basis of a Contract for that particular service. Under the Service
        Provider‟s Framework Agreement with Buying Solutions, they are obliged to send an
        electronic copy of the Contract, or a statement of acceptance of your Order
        (whichever you prefer) to you within 2 working days of receipt of your Order. A
        binding agreement for the provision of the services will be formed on your receipt of
        the electronic copy of the Contract or statement of acceptance of your Order, as
        appropriate.




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4. Buying Solutions Roles and Responsibilities
   4.1. Buying Solutions has established this set of Framework Agreements via a fully EU
        compliant competition. Illustrated below are the contractual relationships between
        the parties to this set of Framework Agreements.


                                             Framework
               OGCbuying.solutions                                  SERVICE PROVIDER
                                             Agreement




                                       Catalogue of                     Contract
                                        Services




                 Guidance Notes                                        CUSTOMER




   4.2. Buying Solutions‟ roles in the relationship are those of:
      4.2.1.      the award of Framework Agreements to successful suppliers;
      4.2.2.      provision of guidance; and
      4.2.3.   management of individual Framework Agreements, including Service
           Provider development reviews, audit and compliance checks and benchmarking.
   4.3. To cover the cost of these activities, Buying Solutions levies a management charge on
        Service Providers. The charge is currently calculated at 1% of all charges for services
        invoiced to customers (net of VAT) by the Service Provider.


5. Your Contract
   5.1. Your Contract will be based on the model contract which has been constructed by
        Buying Solutions and forms part of the Framework Agreement between Buying
        Solutions and each Service Provider in this set of Framework Agreements. It will
        constitute the entire understanding between you and the Service Provider relating to
        the services ordered.
   5.2. You are obliged to abide by the terms of your Contract. To assist you in this
        obligation, we strongly recommend that you follow these Guidance Notes.




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   5.3. At the time of ordering, you may choose to have the Service Provider send you a
        copy of the completed Contract or to confirm to you that your Order has been
        accepted and that the terms of the Model Contract for [subject of agreement &
        version number] will apply. In either case, the Service Provider has warranted that it
        has not changed the terms of the Model Contract.
   5.4. Both you and the Service Provider are obliged to duly observe all your obligations
        under the Data Protection Requirements which arise in connection with the Contract.
   5.5. Under the Contract, both you and the Service Provider are asked to take all necessary
        precautions to ensure that all confidential information is treated as confidential and
        not disclosed or used other than for the purposes of the Contract by your employees,
        servants, agents or sub-contractors.
   5.6. For the purposes of the Contract, you may disclose confidential information to any
        other department, office or agency of Her Majesty‟s Government (“Crown Bodies”),
        provided that:
      5.6.1.    you have required beforehand that such information is treated as
           confidential by such Crown Bodies and their servants; and
      5.6.2.    you have requested that servants enter into a confidentiality agreement with
           the Service Provider where appropriate.
   5.7. You are entitled to pay the Service Provider for services ordered from the Catalogue
        by BACS and GPC. Service Providers may also accept other forms of payment.
   5.8. Under the Contract, the Service Provider is obliged to assist you in meeting any
        Requests for Information in relation to the Contract. The Service Provider commits
        that they shall use all reasonable endeavours to ensure that their sub-contractors also
        assist you in meeting any Requests for Information relating to the Contract.
   5.9. If you or the Service Provider wish to amend the Contract, provision is made in the
        Contract for amendments to be agreed between you both and formally amended in
        accordance with the Contract Change Procedures. For ease of use by both you and
        the Service Provider, there is a pro forma Contract Change Note for this purpose
        included in a Schedule to the Contract.
   5.10. Care should be taken when considering amendments to the Contract that any
       amendment would not substantially alter the terms and conditions to such an extent
       that it could be alleged that the Contract is no longer a part of the Framework
       Agreement and therefore not compliant with EU Directives.


6. Contact Details
   6.1. If you have any further queries, please contact Customer Care:
              Telephone: 0845 410 2222
              email: custcare@ogcbs.gsi.gov.uk
              Website: www.ogcbuyingsolutions.gov.uk




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                                       SCHEDULE 16
                                        INSURANCE
5. INTRODUCTION
   5.1. This Schedule 16 contains the list of insurance provisions and copies of insurance
        certificates to be maintained by the PROVIDER, sufficient to cover all risks which
        may be incurred by the PROVIDER under this Framework Agreement and each
        Contract.
6. LIST OF INSURANCE PROVISIONS
   6.1.
7. COPIES OF INSURANCE CERTIFICATES
   3.1


Upon completion of the tender evaluation exercise and prior to the commencement of
the Framework Agreement, the AUTHORITY will incorporate the list of Insurance
Provisions and copies of the Insurance Certificates submitted by the PROVIDER into
Schedule 16.




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                                          SCHEDULE 17
                         [DN Delete as appropriate, where applicable]
            [PARENT COMPANY GUARANTEE] [DEED OF GUARANTEE]
[DN Where required this Schedule 17 will contain a copy of the Guarantee provided by the
PROVIDER with their tender. The Guarantee will be based on the following model].
THIS AGREEMENT is executed as a deed poll the [              ] day of [   ] 2005.
BETWEEN
(A) [ ]
         whose registered office is at
         (“the Guarantor”) in favour of
(B)      OGCbuying.solutions
         (“the AUTHORITY”, which term shall include its successors and assignees)
WHEREAS
by an Agreement (“the Framework Agreement”) dated [                ] and made between the
AUTHORITY of the one part and [                           ] (“the PROVIDER”) of the other
part, the PROVIDER undertook the execution of certain services (“the Services”) in
accordance with the terms and conditions of the Framework Agreement.
NOW THIS DEED WITNESSETH as follows:
1. The Guarantor hereby absolutely irrevocably and unconditionally guarantees to the
   AUTHORITY the due and punctual performance by the PROVIDER of all the obligations
   on the part of the PROVIDER under or pursuant to the Framework Agreement (“the
   Terms”) and (as a separate stipulation and as primary obligor) agrees that if the
   PROVIDER shall in any respect commit any breach of or fail to fulfil any of the Terms,
   then the Guarantor will forthwith perform and fulfil in place of the PROVIDER each and
   every Term in respect of which the PROVIDER has defaulted or which is unfulfilled by
   the PROVIDER. The Guarantor shall be liable to and indemnify the AUTHORITY for all
   losses, damages, expenses, liabilities, claims, costs or proceedings which the
   AUTHORITY may suffer or incur by reason of the said failure or breach. The Guarantor
   shall be liable to and indemnify the BENEFICIARY and the AUTHORITY that is a party
   to the Framework Agreement or the Contracts that has been breached by the PROVIDER
   or which the PROVIDER has failed to perform for all losses, damages, expenses,
   liabilities, claims, costs or procedures to the extent that the PROVIDER is liable to:
      (a) the BENEFICIARY under the Contracts; and
      (b) the AUTHORITY under the Framework Agreement.
2. The Guarantor shall be, and shall continue to be, liable under this Agreement even if the
   Framework Agreement is or becomes for any reason not binding on, or unenforceable
   against, the PROVIDER, for any reason whatsoever. No alterations in the Framework
   Agreement, or in the Services, and no extension of time, forbearance or forgiveness, nor
   any act, matter or thing whatsoever except an express release by the AUTHORITY, shall
   in any way release or reduce any liability of the Guarantor hereunder. References to the
   Framework Agreement in this Agreement shall include all amendments, variations and
   additions to it, whether made before or after the date hereof.


                                           Page 102 of 104
       Ref: RM450 Photocopiers & Multifunctional Products & Services, Print Room &
                                  Managed Services

3. This guarantee shall remain in full force and effect until performance in full of the Terms,
   notwithstanding:
   3.1. the insolvency or liquidation of the PROVIDER, the Guarantor or any other person;
   3.2. any disclaimer of the Framework Agreement by a liquidator of the PROVIDER;
        and/or any feature of the Framework Agreement, the negotiations prior to the
        PROVIDER and the AUTHORITY entering into the Framework Agreement, or the
        performance of the Framework Agreement, making it ineffective or unenforceable.
4. Until the Terms have been unconditionally and irrevocably performed in full, the
   Guarantor shall not by virtue of any performance or payment made by it or otherwise:
   4.1. be subrogated to any rights, security or moneys held or received or receivable by the
        AUTHORITY; or
   4.2. be entitled to exercise any right of contribution from any co-surety in respect of such
        performance and liabilities under any other guarantee, security or agreement; or
   4.3. exercise any right of set-off or counterclaim against the PROVIDER or any such co-
        surety; or
   4.4. receive, claim or have the benefit of any payment, distribution, security or indemnity
        from the PROVIDER or any such co-surety; or
   4.5. unless so directed by the AUTHORITY (when the Guarantor will prove, and turn
        over any realisations to the AUTHORITY, in accordance with such directions) claim
        as a creditor of the PROVIDER or any such co-surety in competition with the
        AUTHORITY.
5. No delay or omission of the AUTHORITY in exercising any right, power or privilege
   hereunder shall impair such right, power or privilege or be construed as a waiver of such
   right, power or privilege nor shall any single or partial exercise of any such right, power
   or privilege preclude any further exercise thereof or the exercise of any other right, power
   or privilege. The rights and remedies of the AUTHORITY herein provided are
   cumulative and not exclusive of any rights or remedies provided by law.
6. A waiver given or consent granted by the AUTHORITY under this guarantee will be
   effective only if given in writing and then only in the instance and for the purpose for
   which it is given.
7. If at any time any one or more of the provisions of this guarantee is or becomes invalid,
   illegal or unenforceable in any respect under any law, the validity, legality and
   enforceability of the remaining provisions hereof shall not be in any way affected or
   impaired thereby.
8. As a separate and alternative stipulation the Guarantor unconditionally and irrevocably
   agrees that any sum expressed to be payable by it or obligation to be performed by it
   under this guarantee but which is for any reason (whether or not now existing and whether
   or not now known or becoming known to the Guarantor) not recoverable from or
   enforceable against the Guarantor on the basis of a guarantee shall nevertheless be
   recoverable from or enforceable against the Guarantor as if the Guarantor were the sole
   principal debtor or obligor (where relevant).




                                        Page 103 of 104
       Ref: RM450 Photocopiers & Multifunctional Products & Services, Print Room &
                                  Managed Services

9. Any notice, demand or other communication to be served under this guarantee may be
   served upon either party hereto only by posting by first class post to be served at its
   address shown below:
       AUTHORITY:                                                    Guarantor:
       OGCbuying.solutions .............. ..................... [insert address]
       5th Floor
       Royal Liver Buildings
       Pier Head
       Liverpool
       L3 1PE
       For the attention of the [subject of agreement] Framework Manager


   or at such other address as the receiving party may from time to time notify in writing to
   the other party.
10. A notice or demand served by first class post shall be deemed duly served on the second
    business day after the date of posting. For the purposes of this paragraph “business day”
    means a day on which commercial banks are open for business in London.
11. In proving service of any notice it will be sufficient to prove, in the case of a letter, that
    such letter was properly stamped or franked first class, addressed and placed in the post.
12. The AUTHORITY shall be entitled to assign or transfer all or any of the AUTHORITY‟s
    rights under this guarantee without consent of the Guarantor.
13. Nothing in this guarantee confers or purports to confer any right to enforce any of its
    terms on any person who is not a party to it (except any successor or any permitted
    assignee of such a party). The Contracts (Rights of Third Parties Act) 1999, or any
    amendment or re-enactment thereof, accordingly shall not apply.
14. The proper law of this guarantee shall be the same as that of the Framework Agreement.


IN WITNESS whereof the Guarantor has caused this instrument to be executed and delivered
as a deed poll on the date first stated above.
EXECUTED as a DEED
by [Name of Guarantor] acting by [Name of first Director]


                        signed                                                     Director

and [Name of second Director/Secretary]


                        signed                                                     Director/Secretary


If appropriate, upon completion of the tender evaluation exercise and prior to the
commencement of the Framework Agreement, the AUTHORITY will incorporate the
Parent Company Guarantee/Deed of Guarantee completed, signed and returned by the
Provider will be incorporated into Schedule 17.
                                              Page 104 of 104

				
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