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					DATED                                200




THE GOVERNING BODY OF ASHFIELD SCHOOL

                    and




        AGREEMENT




                   D
                 Solicitors

             15 Victoria Street
                Nottingham
                 NG1 2JZ

          Tel: 0115 851 1666
          Fax: 0115 851 1675
        E-mail: jeffa@masser.co.uk


                JA/031191
THIS AGREEMENT dated                                              200 is made between:



1)       The Governing Body of Ashfield School of Sutton Road, Kirkby-in-Ashfield,
         Nottinghamshire, NG17 8HP

2)       [name of Licensee] of [address of Licensee] (“the Occupier”)



1.       INTERPRETATION

1.1      In this Agreement the following words and phrases shall have the following
         meanings:-


Words & Phrases                                        Meanings

“Achievement Levels”                                   such levels of achievement for the
                                                       school pupils being trained by the
                                                       Occupier pursuant to the Services as
                                                       set out in the Specification or as the
                                                       same may be varied from time to time
                                                       in accordance with the terms of this
                                                       Agreement PROVIDED that if no such
                                                       levels are set out in the Specification
                                                       the School may stipulate reasonable
                                                       achievement levels in writing to the
                                                       Occupier

“Change Form”                                          has the meaning given in clause 9.2

“Commencement Date”                                    [                    ]2007

“Contract Manager”                                     means the person appointed by the
                                                       Occupier in accordance with clause 18

“Contract Standard”                                    means the levels of performance to be
                                                       attained by the Occupier in the
                                                       performance of the Services as set out
                                                       in the Specification or as the same
                                                       may be varied from time to time in
                                                       accordance with the terms of this
                                                       Agreement PROVIDED that if no such
                                                       levels are set out in the Specification
                                                       the School may stipulate reasonable
                                                       levels in writing to the Occupier




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“Equipment”                                            means the School Equipment and the
                                                       Occupier’s Equipment

“The Facilities”                                       means the facilities to be provided at
                                                       the Premises by the School and which
                                                       are detailed in Schedule 5

“Insurance”                                            means the insurance taken out and
                                                       maintained by the Occupier pursuant
                                                       to clause 12.1

“Minimum Training Services”                            means the minimum number of hours
                                                       that the Services are to be provided to
                                                       the School in any year/term as the
                                                       same may be varied from time to time
                                                       in accordance with this Agreement

“Occupier’s Equipment”                                 the equipment to be provided by the
                                                       Occupier pursuant to Clause 5, further
                                                       details of which are set out in
                                                       Schedule 2

“the Premises”                                         has the meaning given in clause 3.1.1

“Permitted Training”                                   means the use of the Premises, the
                                                       Services and the Equipment for the
                                                       provision by the Occupier of training
                                                       services to its own staff, agents or
                                                       third parties

”Rectification Notice”                                 has the meaning given in clause14.1

“the Regulations”                                      means the Transfer of Undertakings
                                                       (Protection     of    Employment)
                                                       Regulations 2006

“Review Meeting”                                       has the meaning given in clause 10.1

“Rights”                                               has the meaning given in clause 3.1

“School”                                               means Ashfield School of Sutton
                                                       Road,              Kirkby-in-Ashfield,
                                                       Nottinghamshire NG 17 8HP

“School Equipment”                                     the items of equipment listed in
                                                       Schedule 3 which are to be provided


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                                                       by the School at         the   Premises
                                                       pursuant to clause 6

“School Governors”                                     means the governors for the time
                                                       being of the School

“School Contact”                                       means the person appointed by the
                                                       School in accordance with clause 17

“School Site”                                          means the site upon which the School
                                                       is situated and includes (for the
                                                       avoidance of doubt) all buildings,
                                                       playing fields, car parks and access
                                                       roads falling within the curtilage of the
                                                       School

“Services”                                             the services to be provided by the
                                                       Occupier at the Premises as described
                                                       in the Specification

“Specification”                                       the Specification set out in Schedule 4
                                                      which details the Services, the Contract
                                                      Standard and the Achievement Levels
                                                      at the Commencement Date

“Staff”                                                means any employee of the Occupier,
                                                       its sub-contractors or agents or any
                                                       other person engaged or appointed by
                                                       the Occupier to perform any part of the
                                                       Services

“Termination”                                          has the meaning given in clause 16.1



“the Works”                                            the construction and fitting out works
                                                       detailed in Schedule 1 which are to be
                                                       carried out at the School by the
                                                       Operator in accordance with Clause 5
                                                       and the provision of the Occupier’s
                                                       Equipment in accordance with Clause
                                                       5.7.

1.2       In this Agreement the masculine shall include the feminine and the neuter and
          the singular the plural and visa versa.

1.3       The headings to the clauses of this Agreement are for ease of reference only
          and shall not affect the construction of this Agreement.




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1.4      Any reference in this Agreement to a clause or a schedule is a reference to a
         clause or schedule of this Agreement.

1.5      The schedules to this Agreement shall have full force and effect as if
         expressly set out in the body of this Agreement.

1.6      References to statutory provisions shall, where the context so admits or
         requires, be construed as including references to the corresponding
         provisions of any subsequent statute directly or indirectly amending,
         consolidating, extending or replacing such provisions, and shall include any
         orders, regulations, instruments or other subordinate legislation made under
         the relevant statute.

2.       BACKGROUND

2.1      This is a Transfer of Control Agreement made under paragraph 6 of Schedule
         13 to the Schools Standards and Frameworks Act 1998 (“the 1998 Act”)

2.2      This Agreement is made with the consent of Nottinghamshire County Council
         as the Local Authority under paragraph 6(2) of Schedule 13 to the 1998 Act,

2.3     The express provisions in this Agreement for occasional control by the School
        override paragraph 6(3)(c) of Schedule 13 in accordance with paragraph 6(4)
        and 6(5) of Schedule 13.

2.5      Words and phrases used in this Agreement shall where the context so admits
         have the meanings allocated to them in the 1998 Act.

3.       GRANT OF RIGHTS

3.1.     In consideration of the covenants and conditions contained below on the part
         of the Occupier to be observed and performed the School now grants to the
         Occupier the following rights ('the Rights'):

     3.1.1. the right for the Occupier to use the rooms/buildings at the School Site
            shown for the purpose of identification only edged [red] on the annexed
            plan ('the Premises') during all times at which the School Site is open for
            the purpose of delivering the Services and the Permitted Training and for
            no other purpose whatsoever and in the event of the Occupier wishing to
            use the premises outside of those hours the Occupier shall first obtain the
            consent of the head teacher; and

     3.1.2. the right to pass around the school building and grounds for the purposes
            of gaining access to the Premises over designated roadways, pathways
            and footpaths



3.2.     The Rights shall be exercised by the Occupier in common with




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     3.2.1. the School's right to use any of the facilities or premises affected by this
            Agreement;

     3.2.2. the rights of Nottinghamshire County Council as Local Education Authority;
            and

     3.2.3. the rights of any other licensees permitted by the School to use other
            premises at the School Site.

3.3.     The Occupier recognises the School Governors’ responsibility for the School
         Site and acknowledges that it has no rights to deny the School Governors or
         their duly authorised agents or contractors access to the Premises at any
         time.

3.4.     The parties agree that:

     3.4.1. This agreement does not create a Lease or Tenancy in favour of the
            Occupier, but for the avoidance of doubt, and in the event that a court of
            competent jurisdiction makes a decision that this Agreement has the effect
            of creating a lease or tenancy

         (a)      the School Governors served a notice dated                  200   on
                  that Occupier as required by section 38A (3) (a) of the Landlord and
                  Tenant Act 1954, applying to any tenancy created by this Agreement
                  [not less than 14 days] before this Agreement was entered into

         (b)      the Occupier (or a person duly authorised by the Occupier) made a
                  statutory declaration dated               200 in accordance with
                  requirements of section 38A (3) (b) of the Landlord and Tenant Act
                  1954; and

         (c)      there is no agreement for lease to which this Agreement gives effect

     3.4.2. The parties agree that the provisions of sections 24 to 28 of the Landlord
            and Tenant Act 1954 are excluded in relation to any tenancy created by
            this Agreement

4.       DURATION AND CONSIDERATION

4.1.     This Agreement shall continue for a period of [10] years from the
         Commencement Date

4.2.     This Agreement may be determined immediately by notice given by the
         School:

     4.2.1. if the Occupier shall have failed for a period of [28] days to remedy any
            breach (capable of remedy) of any of the stipulations and conditions
            contained in this agreement after being required to remedy such breach by
            notice in writing from the School specifying the breach and requiring it to be
            remedied




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   4.2.2. on any breach by the Occupier of the stipulations and conditions contained
          in this Agreement which is in the opinion of the School incapable of being
          remedied and is stated so to be in the notice given by the School

   4.2.3. if:-

         (a)      the Occupier has entered into any composition or arrangement
                  (whether formal or informal) with its creditors;

         (b)      the Occupier is unable to pay its debts within the meaning of Section
                  123 of the Insolvency Act 1986;

         (c)      the Occupier has a receiver manager administrator or administrative
                  receiver appointed of its undertaking assets or income or any part
                  thereof;

         (d)      the Occupier has passed a resolution for its winding-up;

         (e)      the Occupier has a petition presented to a court for its winding-up; or

         (f)      the Occupier(being an individual or an unincorporated association)
                  becomes bankrupt or has a receiving order made against it or
                  compounds with its creditors;

         (g)      there is a change in who has control of the Occupier.

4.3.     in addition to the provisions of clause 4.2, the School shall be entitled to
         terminate this Agreement upon giving [12] months notice in writing to the
         Occupier where:

   4.3.1. the closure occurs of all or a substantial part of the School or School Site
          including

         (a)      a proposed parting with possession and ownership of all or a
                  substantial part of the School or School Site; or

         (b)      a change in the status of the school from a secondary school
                  establishment,

         and for the purposes of this Clause 6.2.1 “secondary school” shall have the
         meaning given in Section 5(2) of the Education Act 1996;

   4.3.2. it is proposed that the School Site is redeveloped and the Premises are
          required for an alternative use; or

   4.3.3. the School Site is no longer required for the provision of education.

4.4.     This Agreement may be determined immediately by notice given by the
         Occupier:




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     4.4.1. if the School shall have failed for a period of [28] days to remedy any
            breach (capable of remedy) of any of the stipulations and conditions
            contained in this agreement after being required to remedy such breach by
            notice in writing from the Occupier specifying the breach and requiring it to
            be remedied

     4.4.2. on any breach by the School of the stipulations and conditions contined in
            this Agreement which is in the option of the Occupier incapable of being
            remedied and is stated so to be in the notice given by the Occupier

5.       THE WORKS

5.1.     The Occupier shall carry out the Works and the remaining provisions of this
         Clause 5 shall apply accordingly.

5.2.     To the extent that any of the Works to be undertaken by the Occupier come
         within the scope of the CDM Regulations the Occupier agrees with the School
         that the Occupier shall be the client for the purposes of the CDM Regulations
         and the Occupier agrees with and warrants to the School that it shall at all
         times during the Works and without charge act as such client and shall make
         and forward to the Health & Safety Executive a declaration in accordance with
         sections 4 (3) and 4 (4) of the CDM Regulations.

5.3.     The Occupier shall ensure that the Works are completed:

     5.3.1. by the Commencement Date;

     5.3.2. in a good and workmanlike manner using reasonable care and skill and
            with sound materials of their respective kinds;

     5.3.3. in accordance with a programme of work agreed with the School and the
            provisions of Schedule I; and

     5.3.4. in compliance with all applicable statutory requirements, including (without
            limitation) all health and safety law.

5.4.     The Occupier shall ensure that the Works are carried out so as not to:

     5.4.1. be or become a danger, nuisance or annoyance to the School and its
            pupils and staff, the owners or occupiers of any premises adjoining the
            Premises or to members of the public; or

     5.4.2. cause damage to the Premises or any premises adjoining the School Site

         and the Occupier shall at its own expense in the carrying out of the Works
         take all necessary measures and precautions to avoid any such danger,
         nuisance, tort, damage or interference and shall make good any damage so
         caused.

5.5.     The Occupier shall indemnify the School against all actions, claims, costs,
         demands and liability whatsoever in relation to any failure of the Occupier to
         comply with its obligations under this Clause 5.


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5.6.     Without prejudice to the generality of the foregoing provisions of this Clause 6
         during the carrying out of the Works the Occupier shall ensure that the Works
         are kept in a safe condition and that the Premises are kept secure against
         trespassers.

5.7.     The Occupier shall at its own cost during the course of the Works provide and
         install the Occupier’s Equipment at the School Site

5.8.     The School shall ensuer that the Facilities are provided at the Premises on
         the Commencement Date and during the continuation of this Agreement

5.9.     The Parties will use their reasonable endeavours to co-ordinate the
         performance of the Works (in the case of the Occupier) or the installation of
         the Facilities (in the case of the School) in order to facilitate the completion of
         the Works and the Facilities (as the case may be) by the Commencement
         Date

6.       THE EQUIPMENT

6.1.     The School shall ensure that the School Equipment is installed at the
         Premises by the Commencement Date.

6.2.     The Occupier shall be entitled to use the School Equipment during the
         duration of this Agreement on the following terms:-

     6.2.1. the Occupier shall not be entitled to use the School Equipment save in
            connection with the provision of the Services or the provision of the
            Permitted Training at the Premises;

     6.2.2. the Occupier shall ensure that the School Equipment is kept clean [and
            maintained] at all times to such standard as the School may reasonably
            require;

     6.2.3. The School shall maintain and service the School Equipment at its own
            expense;

     6.2.4. the Occupier shall, when requested by the School, grant access to the
            School Equipment for the purpose of inspecting it and carrying out any
            work of maintenance or repair;

     6.2.5. the Occupier must not repair or attempt to repair the School Equipment in
            the event of damage or breakdown but must immediately notify the School;

     6.2.6. if the damage or breakdown has been caused by the act or default of the
            Occupier or by misuse of the School Equipment, the repair will be at the
            expense of the Occupier. In any case other than under this Clause 6 the
            repair of School Equipment will be at the expense of the School; (is this
            correct?)

     6.2.7. The School may substitute other equipment of a similar type or condition in
            lieu of repairing the School Equipment without relieving the Occupier from
            responsibility for the cost of the repair under Clause 6.2.6;


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     6.2.8. nothing in this Clause shall affect or diminish the liability of the Occupier for
            any breach of this Agreement or render the School liable to the Occupier
            for any resultant or consequential loss, damage or inconvenience; and

     6.2.9. for the avoidance of doubt all title, property and interest in the School
            Equipment and any replacements thereof shall vest and remain vested in
            the School.

6.3.     The Occupier shall ensure that all Occupier Equipment and all other
         equipment used by the Occupier at the Premises complies with the latest
         relevant British Standard specification where appropriate.

6.4.     The Occupier shall provide at its sole cost and expense in addition to the
         School Equipment such equipment, hardware or other items as are necessary
         for the proper performance of the Services.

6.5.     The Occupier shall at all times co-operate with the School’s caretaking staff at
         the Premises who shall be responsible for security at the Premises and the
         Occupier shall comply with their reasonable instructions with regard to
         security.

7.       THE SERVICES

7.1.     In consideration of the covenants and conditions on the part of the School
         contained in this Agreement the Occupier agrees that it will during the
         currency of this Agreement:-

     7.1.1. provide the Services at the Premises in accordance with this Agreement
            and the Specification;

     7.1.2. ensure that the Minimum Training Services are provided to the School
            during each year;

     7.1.3. provide the Services at the Premises to the School’s reasonable
            satisfaction using reasonable care, skill and diligence and in accordance
            with the beset applicable techniques and standards of service and quality
            assurance.

     7.1.4. not do anything on the Premises or in connection with the provision of the
            Services or the Permitted Training, in such a way as to cause damage to
            the School Site or the Premises or nuisance, annoyance, disturbance,
            inconvenience, injury or damage to the School or their licensees or the
            owners or occupiers of adjacent or neighbouring premises;

     7.1.5. ensure that the conduct and operation of the Premises at all times
            complements the provision of education by the School and all other
            activities carried on elsewhere on the School Site;

     7.1.6. ensure that the conduct and operation of the Premises and the
            performance of the Permitted Training does not in any way interrupt or
            interfere with the provision by the School of education and other services or
            any other activities carried on elsewhere on a School Site;

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     7.1.7. comply with all statutes, bye-laws, regulations and requirements of any
            government or other competent authority relating to the provision of the
            Services or the Permitted Training at the Premises;

     7.1.8. without prejudice to the generality of Clause 7.1.7 ensure that the conduct
            and operation of the Premises complies at all times with the requirements
            of the local fire officer, the local planning authority, the local environmental
            health authority, the local authority and all other appropriate authorities and
            will notify the School immediately upon receipt of any order notice or
            requirement from any such authority or body and will take all steps
            necessary to comply with the same;

     7.1.9. the Occupier shall ensure that priority in the use of the Services shall be
            given to the School and the provision of the Permitted Training must not
            impede the delivery of the School’s curriculum and any extra – curricular
            programmes arranged by the School.

8.       OCCUPIERS' COVENANTS

         The Occupier covenants with the School as follows:

8.1.     to keep the Premises clean and tidy and clear of rubbish and leave them in a
         clean and tidy condition and free of the Occupier’s furniture, equipment,
         goods and chattels at the end of this Agreement (howsoever terminated);

8.2.     not to make any additions or alterations to the Premises without the prior
         written consent of the Council, such consent not to be unreasonably withheld

8.3.     to pay the costs of all utilities or other services metered separately at the
         Premises

8.4.     to comply with the terms of any planning permission, licence, consent or other
         permission or approval granted in connection with the Premises

8.5.     to pay all rates and taxes of an annual or recurring nature payable in respect
         of the Premises

8.6.     not to use the Premises for any purpose other than the permitted use and not
         to do any damage to the Premises or any part of the Premises

8.7.     not to allow the Rights to be exercised by any other person PROVIDED
         ALWAYS that nothing in this sub-clause shall prevent the Occupier from
         inviting to the Premises the users of the Permitted Training so long as the
         Premises are not overcrowded and the general provisions of this agreement
         are observed

8.8.     to exercise the Rights hereby granted and to secure that the same shall be
         exercised by all users of the Permitted Training in such manner as to do as
         little damage as possible and to make adequate compensation for any
         damage nevertheless caused;




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8.9.     to conduct its activities as to ensure that the Rights are not exercised in any
         way that interferes with or adversely affects the enjoyment of the Premises by
         the School or by others authorised by them;

8.10. not to sub-license or part with the Rights now granted over the Premises or
      any part of the Premises other than as may be expressly permitted under this
      Agreement;

8.11. not to assign the benefit of this Agreement;

8.12. to keep the School and the Nottinghamshire County Council indemnified
      against all damage loss and injury of every description which may occur to or
      affect the School, the County Council or their property and which may arise
      from or through the exercise of the Rights by any authorised person including
      any persons invited by the Occupier or the non-observance of any of the
      items of this Agreement however expressed or implied

8.13. to insure the Occupier and all their lawful visitors against all claims arising
      from the exercise of the Rights or from any negligence or default (including
      any breach or non-observance of the terms of this Agreement however
      expressed or implied) in connection with the Rights or with the Premises or
      any activity on the Premises (whether authorised or not) so as fully to satisfy
      all claims for which the Occupier or other persons as stated above may be
      liable under this Agreement and on demand to produce the policy and the last
      receipt to the School and to use all reasonable endeavours to secure that the
      interest of the School be indorsed on such policy

8.14. to pay all premiums or other costs arising in the provision of such policies of
      insurance referred to in sub-clause 8.13 above

8.15. to allow the Premises to be open for inspection by the School or any person
      authorised by it whenever required to do so

8.16. to comply with any reasonable requirements from time to time made by the
      School in connection with the proper management of the Premises including
      those for keeping the Premises and all the Occupier Equipment, School
      Equipment, other equipment, fixtures and fittings in a good state of repair
      clean and tidy and in a hygienic condition to the satisfaction of the School;

8.17. participate in (and will procure the participation by all Staff and other persons
      at the Premises in) fire drills arranged by the School at the School Site.

8.18. to keep full and proper records in relation to the performance of its obligations
      under this Agreement and provide the School with any information regarding
      such records as may be reasonably requested in writing by the School having
      regard to the School’s duties and responsibilities as a provider of education.
      In particular, within 28 days of the end of each School term/School year the
      Occupier shall provide a report to the School (in such form as the School shall
      reasonably require) indicating the performance of the Services during the
      relevant term/year against the Contract Standard and the Achievement
      Levels.


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9.       VARIATION

9.1.     The School may from time to time require:

     9.1.1. new or additional services to be provided pursuant to this Agreement;

     9.1.2. amendments to be made to the Services or a substantial part of them;

     9.1.3. amendments to the way the Premises are used for the provision of the
            Permitted Training; or

     9.1.4. amendments to be made to the Minimum Training Services (including for
            the avoidance of doubt the nature and content of the Minimum Training
            Services or the volume of those services).

9.2.     Where the School wishes to make a change described in clause 9.1 it will
         request the Occupier in writing to investigate such change and provide a
         specification of such change to the Occupier. On the receipt of such a
         request, the Occupier shall submit a document to the School (a "Change
         Form") which sets out either:

     9.2.1. the likely timescale for such change to be implemented;

     9.2.2. details of any variation to any other aspect of this Agreement as a result of
            introducing such change; and

     9.2.3. details of the impact of the change on any other aspect of the Premises or
            the provision of the Services.

9.3.     Within 30 days of receipt of the Change Form the School will notify the
         Occupier in writing whether or not it accepts it. The Parties shall discuss in
         good faith any changes to be made to the Change Form and in default of
         agreement of those changes, the provisions of clause 21 (Dispute Resolution)
         shall apply.

9.4.     If the Parties agree to make such change:

     9.4.1. the School shall, so far as it is able and to the extent agreed with the
            Occupier and specified in the Change Form, provide reasonable assistance
            in relation to the development and introduction of such change by the
            Occupier;

     9.4.2. the description of the Services, the Specification, the Premises and any
            other aspects of this Agreement identified in the Change Form shall be
            amended or supplemented as appropriate to reflect the Change Form.

9.5.     Notwithstanding the provisions of this Clause 9, the Occupier shall not be
         obliged to implement a Change Form unless the Parties have agreed the
         terms of the Change Form provided that the Occupier shall not unreasonably
         fail to agree such terms.




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10.      REVIEW

10.1. The terms of this Agreement shall be reviewed in accordance with the
      provisions of this clause. Such reviews shall be carried out by way of a
      meeting between the School Governors and the Occupier (“the Review
      Meeting”).

10.2. Reviews shall be carried out:

   10.2.1.        every school term during the currency of this Agreement;

   10.2.2.        at such other times as are required by either the School Governors or
                  the Occupier on giving reasonable written notice to the other.

10.3. Each Party must submit to the other details of those matters that it requires to
      be discussed at the appropriate Review Meeting in writing at least two weeks
      prior to the date of such meeting provided that the review of the adequacy and
      suitability of the Minimum Training Requirement shall be a standing agenda
      item at all annual review meetings. Such meetings shall be minuted by the
      School Governors and copies of such minutes circulated to the Operator.

10.4. If, as a result of a Review Meeting, changes are proposed to be made to this
      Agreement, such changes shall be made in accordance with the provisions of
      Clause 9.

10.5. If any outstanding matters referred to in a Review cannot be settled to the
      satisfaction of both Parties, either Party may refer such outstanding matter for
      dispute resolution in accordance with the terms of Clause 21 below.

10.6. Notwithstanding the provisions of this clause 10, the Occupier shall, if so
      requested by the School, attend at and participate in any meetings on
      reasonable notice that may be arranged between the School, other occupiers
      of neighbouring units or any third party.

11.      PERSONNEL ENGAGED IN THE PROVISION OF THE SERVICES

11.1. The Occupier shall employ sufficient suitably qualified Staff to ensure that the
      Services are provided in all respects to the Contract Standard, including
      (without limitation) during periods of absence of some members of its Staff
      due to sickness, maternity leave, or staff holidays or otherwise

   11.1.1.        employ or engage in and about the provision of the Services only
                  persons who are careful, skilled, qualified, competent and experienced
                  in the work which they are to perform;

   11.1.2.        ensure that every member of Staff engaged by the Occupier in and
                  about the provision of the Services is and at all times remains properly
                  and sufficiently trained, skilled and instructed with regard to:

         (a)      the duty or duties which that person has to perform;

         (b)      any relevant aspect of the Contract Standard that may relate thereto;


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11.2. Without prejudice to the generality of this Clause 11, the Occupier shall
      comply with any law which prohibits discrimination in relation to employment
      on the grounds of sex, disability, colour, race, ethnic or national origin or
      religion.

11.3. The Occupier shall:

   11.3.1.        observe and shall as far as reasonably practicable ensure that its Staff,
                  agents and permitted sub-contractors observe all applicable health and
                  safety precautions necessary whether required by statute or not for the
                  protection of any school pupils or people at the Premises, itself, its
                  employees or sub contractors;

   11.3.2.        observe and shall as far as reasonably practicable ensure that its Staff,
                  agents and permitted sub-contractors observe all applicable rules,
                  regulations and requirements of statutory or regulatory authorities
                  concerning the provision of the Services by the Occupier at the
                  Premises;

   11.3.3.        ensure that all Staff employed in the provision of the Services who may
                  reasonably be expected in the course of such employment to have
                  access to school pupils at the Premises have:

         (a)      completed a Criminal Records Bureau Check (“CRB Check”); and

         (b)      if required by the School, completed a suitability declaration

                     and confirm to the School in writing that such checks and
                     declarations have been completed satisfactorily that no relevant
                     criminal convictions were revealed;

   11.3.4.        ensure that the CRB Checks are carried out at least every three years

   11.3.5.        save as set out in clause 11.3.7, not employ or permit or suffer to be
                  employed (by a sub-contractor or otherwise) in connection with the
                  Services any such person as is referred to in clause 11.3.3 until such
                  reasonable enquires have been concluded or declarations been made

   11.3.6.        not employ or permit or suffer to be employed (by a sub-contractor or
                  otherwise) in connection with the Services any person in respect of
                  whom any previous conviction or convictions have been disclosed or
                  identified by the CRB checks or who shall subsequently be convicted of
                  any offence;

   11.3.7.        where CRB checks have not been completed the Occupier may,
                  pending their completion allow the person to begin work provided that
                  they are never left alone with any school pupil;

   11.3.8.        procure that it will be a term of all contracts of employment with the
                  Occupier (or any sub-contractors) that failure by the person employed
                  to disclose whether he or she has any convictions for offences of any
                  description may result in instant dismissal for gross misconduct.

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11.4. The Occupier shall comply with and/or procure compliance with any
      instruction made by the School from time to time requiring the removal from
      the Premises of any member of Staff or who is otherwise at the Premises by
      permission of the Occupier who in the opinion of the School (which it shall not
      be required to explain or disclose to the Occupier) is not acceptable on the
      grounds of security or other grounds. The Occupier shall ensure that such
      persons shall not be employed again in connection with the Services or
      allowed to re-enter the Premises (as the case may be) without the prior
      written consent of the School, provided that the School shall in no
      circumstances be liable either to the Occupier or to such persons in respect of
      any cost expense liability loss or damage occasioned by such removal

11.5. The Occupier and all Staff shall regard as confidential and shall not disclose
      to any person other than a person authorised by the School any information
      acquired by the Occupier or the Staff in or in connection with the provision of
      the Services concerning the identity of any pupil at the School.

11.6. Whilst on the School Site, the Occupier and the Staff shall comply with:

   11.6.1.        any direction made by the headteacher of the School which relates to
                  the operational needs of the School or the health and welfare of any
                  person.

   11.6.2.        any instructions issued from time to time by the School regarding
                  control of Equipment;

   11.6.3.        such reasonable code of conduct relating to the provision of the
                  Services or the Permitted Training as the School may from time to time
                  direct.

11.7. The Staff will be the employees of the Occupier and will have no contractual
      relationship with the School.

11.8. The Occupier shall indemnify the School and keep indemnified the School
      and also indemnify and keep indemnified any subsequent contractor to this
      Agreement against all claims made or costs incurred by the School or
      subsequent contractors as the case may be as the result of any unlawful
      action or unlawful failure to take action by the Occupier during the period of
      this Agreement in respect of the contract of employment of any employee of
      the Occupier who transfers to the School or a subsequent contractor under
      the provisions of the Regulations on the termination of this Agreement.

11.9. In respect of the contract of employment of any employee of the Occupier
      who transfers to the School or a subsequent contractor under the provisions
      of the Regulations on the termination of this Agreement, the Occupier shall
      provide all reasonable assistance required by the School to facilitate the
      transfer of the pensions arrangements for such employee to the School or a
      subsequent contractor, as the case may be.




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12.      INSURANCE AND INDEMNITY

12.1. Without prejudice to the School's rights under this Agreement, the Occupier
      shall throughout the period of this Agreement take out and maintain with
      reputable insurers such policies of insurance as may be necessary to insure
      the Occupier against all manner of risks that might arise in connection with the
      Occupier 's performance of its obligations under this Agreement including
      (without limitation) in respect of the following risks:

   12.1.1.        employer's liability including (without limitation) in respect of personal
                  injury or death of any person arising under a contract of service with
                  the Occupier and/or arising out of an incident occurring during the
                  course of such person's employment in compliance with the Employer's
                  Liability (Compulsory Insurance) Act 1969; and

   12.1.2.        public liability:

       and such Insurance cover shall not be less than [£10,000,000] in respect of any
       one incident.

12.2. The Occupier shall use its reasonable endeavours to ensure that the School's
      interest at all times during the period of this Agreement is and remains noted
      on the Insurance and that there is a suitable indemnity to principals clause.

12.3. The Occupier shall at appropriate times during the period of this Agreement
      submit to the School Contract a copy of the then current Insurance, together
      with documentary evidence that such Insurance remains properly maintained,
      including evidence of payment of premiums.

12.4. In the event of the Occupier failing to comply with its obligations under Clause
      12.1 either fully or at all, the School shall be entitled itself to provide the
      Insurance in place of the Occupier and to charge the cost of such substitute
      Insurance, to the Occupier and recover the same as a debt due to the School
      from the Occupier.

12.5. The Occupier shall ensure that any sub-contractors of the Occupier maintain
      like insurance cover to that covered by the Insurance required to be provided
      by the Occupier under this Clause 12, provided that such Insurance cover
      shall not be less than such reasonable sum as may be approved by the
      School (such approval not to be unreasonably withheld or delayed) in respect
      of any one incident.

12.6. The Occupier agrees to indemnify and keep the School indemnified against all
      costs, expenses, liabilities, injuries, losses, damages, claims, demands, or
      legal costs (on a full indemnity basis) and judgements arising out of a direct or
      indirect breach or negligent performance or failure in performance by the
      Occupier of the terms of this Agreement.

13.      LIMITATION OF LIABILITY

13.1. Nothing in this Agreement shall exclude or limit the liability of either Party for
      death or personal injury resulting from its negligence or that of any of its

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         officers, employees or agents and each Party shall indemnify and keep
         indemnified the other, its officers, employees or agents from and against loss
         or liability which they may suffer or incur by reason of any claim on account of
         death or personal injury resulting from the negligence of the other Party or any
         of its officers, employees or agents.

13.2. The Occupier agrees and acknowledges that neither the School, the School
      Governors nor any of their officers, employees or agents shall be liable to the
      Occupier for loss arising from any breach of this Agreement other than direct
      loss or damage to the Occupier foreseeable at the time of entering into this
      Agreement arising out of or in connection with any breach by the School or
      the School Governors of their obligations under this Agreement provided that:

   13.2.1.        the School and the School Governors’ aggregate total liability in
                  respect of foreseeable direct loss or damage shall not in any
                  circumstance exceed £[25 million] in any calendar year;

   13.2.2.        neither the School nor the School Governors will have any liability in
                  contract, tort or otherwise in respect of loss of profits, loss of business,
                  loss of revenue, loss of goodwill, loss of anticipated savings, loss of
                  use or value of the Premises, any equipment, wasted management or
                  other time or any indirect or consequential loss or any other loss which
                  is not foreseeable direct loss or damage howsoever arising and
                  irrespective of whether it had been advised, knew or should have
                  known of the possibility of such loss or claim; and

   13.2.3.        the School and the School Governors’ total liability is as set out in this
                  Clause 13.

13.3. Save as provided in Clauses 13.1 and 13.2, in no circumstances will the
      School or the School Governors or their employees or agents be liable for any
      loss or damage of any kind whatsoever whether in contract, tort or otherwise
      in connection with or arising out of this Agreement or in connection with any
      advice or statement given or made by or on behalf of the School or the School
      Governors (unless such advice or statement was given or made fraudulently).

   13.3.1.        The School and the School Governors acknowledge and agree that
                  they hold the benefit of Clauses 13.1 to 13.3 inclusive for themselves
                  and as trustees and agent for their officers, employees and agents.

   13.3.2.        Each of Clauses 13.1, 13.2 and 13.3 shall:

   13.3.3.        be construed as a separate and severable contract term, and if one or
                  more of such Clauses is held to be invalid, unlawful or otherwise
                  unenforceable the other or others of such Clauses shall remain in full
                  force and effect and shall continue to bind the Parties; and

   13.3.4.        survive termination of this Agreement.




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13.4. For the avoidance of doubt, nothing in this Clause 13 shall prevent or restrict
      either Party enforcing any obligation (including suing for a debt) owed to it
      under or pursuant to this Agreement.

13.5. Each Party acknowledges and agrees that the foregoing provisions of this
      Clause 13 have been the subject of discussion and negotiation and are fair
      and reasonable having regard to the circumstances as at the date of this
      Agreement.

14.      ACHIEVEMENT LEVELS

14.1. The Occupier shall ensure that the Services are such a manner as to enable
      the Achievement Levels to be attained.

14.2. Without prejudice to any other remedy that the School may have where the
      School is satisfied that the the required Achievement Levels are not being met
      the School may serve a notice on the Occupier (the “Rectification Notice”).
      The Rectification Notice will set out where the School thinks that the Occupier
      is failing to enable the required Achievement Level to be metor where it is
      otherwise in breach of this Agreement and it will set out full details of the
      remedial actions required and the time by which such actions are to be
      completed to the satisfaction of the School.

14.3. The School will endeavour, in advance of, issuing a Rectification Notice to
      meet with the Occupier to agree improvements to the Services provided that
      failure to meet with the Occupier will not prevent the School from issuing a
      Rectification Notice.

14.4. If the Occupier fails to comply with the provisions of the Rectification Notice
      the School may at its sole discretion remedy any defects in the Services itself
      or appoint third parties to do so. In each case such work will be at the
      Occupier’s risk and the provider will indemnify the School for all directly
      attributable costs (including with out limitation professional fees) it incurs in
      carrying out those matters set out in the Rectification Notice and which the
      Occupier fails to complete or fails to complete to the reasonable satisfaction of
      the School.

14.5. Failure to comply with the terms of a Rectification Notice may lead to the
      termination of this Agreement in accordance with the provisions of clause 4.2.

15.      GENERAL

15.1. It is agreed between the Parties that this Agreement constitutes a licence and
      confers no tenancy on the Occupier and that possession of the Premises is
      retained by the School subject however to the Rights created by this Licence

15.2. Each Party shall pay its own legal and surveyors costs charges and expenses
      incurred in connection with the preparation of this Agreement




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16.      CONSEQUENCES OF TERMINATION

16.1. A termination of this Agreement by the School pursuant to Clause 4
      ("Termination") shall be without prejudice to the rights and remedies of the
      Occupier and the School as against the other accrued before such
      Termination.

16.2. Upon Termination (for whatever reason);

   16.2.1.        the Occupier shall

   16.2.2.        cease to provide all or part of the Services or the Permitted Training
                  (as applicable) from the Termination date but until then continue to
                  provide the Services in accordance with this Agreement;

         (a)      within 21 days of Termination submit to the School at the Occupier 's
                  own cost a comprehensive status report (which shall be current as at
                  the date of submission) of the state of the Services detailing (without
                  limitation)

                  (i)      all information normally required to be included in any periodic
                           report to be submitted to the School by the Occupier

                  (ii)     any other information reasonably requested by the School in
                           relation to the Services;

         (b)      within 10 days of Termination at the Occupier 's own cost return to the
                  School or otherwise dispose of in accordance with the School's
                  instructions all and any:

                  (i)      documents and other information and materials relating to the
                           Services;

                  (ii)     computerised data relating to the Services (which data shall if
                           necessary upon the School's request be transferred in
                           compatible form onto such computer system as the School may
                           request); and

                  (iii)    any other property belonging to the School pertaining to the
                           Services

                           which may be in the possession or under the control of the
                           Occupier;

         (c)      terminate any sub-contracting arrangements pertaining to such
                  Services;

   16.2.3.        In the event that this Agreement is terminated the Occupier shall
                  vacate the Premises as soon as reasonably practicable,.

16.3. No payments, costs, compensation or loss of profit shall be payable or due
      from the School to the Occupier, nor any other third party arising out of the


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         termination of this Agreement (except in relation to any liability of the School
         arising from the School's antecedent breach of contract).

16.4. Upon the termination of expiry of this Agreement howsoever arising:

   16.4.1.        the Rights shall terminate forthwith;

   16.4.2.        the Occupier shall forthwith upon termination deliver the Premises
                  (including all the School Equipment, fixtures and fittings and other
                  equipment at the Premises (save for the Occupier’s Equipment and
                  items provided by the Occupier in accordance with Clasue 6.4) to the
                  School with vacant possession and in good state of repair and
                  condition (excepting fair wear and tear);

   16.4.3.        the Occupier shall remove from the Premises all the Occupier’s
                  belongings that is to say trade fixtures and fittings and all notices notice
                  boards and signs bearing the name of or otherwise relating to the
                  Occupier (including in this context any person entering the Premises
                  under the Occupier(; and

   16.4.4.        the Occupier shall make good to the satisfaction of the School all
                  damage to the Premises resulting from the removal of the Occupier’s
                  belongings form the Premises

17.      SCHOOL CONTACT

17.1. The School shall appoint a member of its Leadership Team to be the main
      point of contact for the Occupier regarding matters arising under this
      Agreement

17.2. The School shall as appropriate during the term of this Agreement give notice
      in writing to the Occupier of any changes to the identity or contact details of
      the School Contact

17.3. The School shall throughout the term of this Agreement ensure that the
      School Contact is available for consultation with the Occupier at reasonable
      times on reasonable prior notice.

18.      CONTRACT MANAGER

18.1. The Occupier shall ensure that at all times throughout the term of this
      Agreement there shall be one member of the Occupier 's Staff who has been
      and remains appointed as the Contract Manager.

18.2. The Contract Manager shall be the authorised representative of the Occupier
      and shall as such be deemed to be empowered on behalf of the Occupier for
      all purposes connected with this Agreement and in particular (but without
      limitation) any notice, information, instruction or other communication given or
      made by or to the Contract Manager is to be deemed to have been given or
      made by or to the Occupier.




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18.3. The Occupier shall as appropriate during the term of this Agreement give
      notice in writing to the School of any changes to the identity or contact details
      of the Contract Manager

18.4. Any notice given in accordance with clause 18.3 shall:

   18.4.1.        (unless not reasonably practicable) be given at least 20 working days
                  prior to the proposed date of the appointment (except in the case of the
                  first Contract Manager) and

   18.4.2.        specify details of such person’s qualifications and experience;

   18.4.3.        not appoint any person as the Contract Manager without the School's
                  prior written approval, which approval shall not be unreasonably
                  withheld or delayed; and

18.5. The Occupier shall ensure that throughout the term of this Agreement the
      Contract Manager

   18.5.1.        is available to be contacted by the School Contact at all times during
                  Core Hours;

   18.5.2.        consults with the School Liaison Officer (and with such other of the
                  School's staff as may be specified by the Contact Officer) as often as
                  may reasonably be necessary to ensure a continuous and efficient
                  provision of the Services in accordance with this Agreement;

   18.5.3.        informs the School Contact promptly and in writing of any instances of
                  acts or omissions on the part of the School or its staff which prevent or
                  hinder or may prevent or hinder the Occupier from meeting its
                  contractual obligations;

   18.5.4.        refers to the Headteacher if the Contract Manager should be unable to
                  obtain any satisfactory response to any enquiry concerning the terms
                  of the this Agreement or the provision of the Services; and

   18.5.5.        provides a 24 hour emergency number or numbers where the Contract
                  Manager or deputy may be reached in the event of an incident,
                  problem or crisis.

19.      ASSIGNMENT AND SUB-CONTRACTING

19.1. The Occupier shall not assign, charge or otherwise deal with its rights or
      obligations arising under this Agreement without the School's consent which
      shall be given at the School's absolute discretion, provided that nothing shall
      prevent the sub-contracting of part only of the Services to a member or
      members of the same group of companies as the Occupier. Nothing in this
      Clause 19.1 shall operate to relieve the Occupier of its obligations under this
      Agreement and the Occupier shall remain responsible for the acts and
      omissions of any sub-contractor as if it were its own acts and omissions




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19.2. The Occupier shall in no circumstance assign, charge or deal with the benefit
      of the Contract without the burden also being assigned, charged or dealt with
      in the same way.

19.3. Save as contemplated by this Clause 19 the Occupier shall not sub-contract
      the provision of the Services or any material part thereof to any persons
      without the previous written consent to the School which consent

   19.3.1.        shall not be unreasonably withheld or delayed; and

   19.3.2.        (if given) shall not relieve the Occupier from any liability or obligation
                  under this Agreement so that the Occupier shall be responsible for the
                  acts, defaults or neglect of any sub-contractor or its agents, staff or
                  own sub-contractors in all respects as if they were the acts, defaults or
                  neglect of the Occupier or its agents or staff;

19.4. The School may in considering whether to give consent for subcontracting
      require the Occupier to provide copies of the proposed sub-contracts.

20.      NO AGENCY, PARTNERSHIP OR EMPLOYMENT

20.1. Save as expressly provided otherwise in this Agreement, the Occupier shall
      not in any way whatsoever

   20.1.1.   make any representations or give any warranties to third parties on
          behalf or in respect of the School; nor

   20.1.2.        bind or hold itself out as having authority or power to bind the School.

20.2. Nothing in this Agreement shall create, or be deemed to create, a partnership
      or the relationship of employer and employee between the parties.

20.3. For the further avoidance of doubt the parties agree and acknowledge that for
      all purposes and in particular (but without limitation) for the purposes of VAT
      the Occupier is acting as principal in making the charges to users of the
      Permitted Training and is not acting as agent for the School. Such
      acknowledgement is subject to any future lawful interpretation by H M
      Customs and Excise but sets out the intention and understanding of the
      parties at the date of this Agreement.

21.      DISPUTE RESOLUTION PROCEDURE

21.1. If any dispute arises out of or in connection with this Agreement, which cannot
      be resolved at an operational level then the parties will attempt to settle it by
      mediation in accordance with the Centre for Dispute Resolution (CEDR)
      Model Mediation Procedure.

21.2. To initiate a mediation under this clause a party must give notice in writing
      (“ADR notice”) to the other party or parties to the dispute requesting a
      mediation in accordance with this Clause 21. A copy of the ADR notice shall
      be sent to CEDR by the party giving it.



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21.3. The procedure in the Model Procedure will be amended to take account of:-

   21.3.1.        any relevant provisions in this Agreement; and

   21.3.2.        any other additional agreement which the parties may enter into in
                  relation to the conduct of the mediation.

21.4. The mediation will start not later than 14 days after the date of any ADR
      notice.

21.5. For the purpose of endeavouring to resolve any dispute both parties agree to
      follow the procedures set out in this clause 26 before commencing arbitration
      or court proceedings.

21.6. Both parties agree to continue performing their respective obligations under
      this Agreement while any dispute is being resolved unless and until this
      Agreement is terminated in accordance with its terms.

22.      NOTICES

22.1. Any notice required to be given to the School pursuant to or in connection with
      this Agreement shall be in writing and may be served:-

   22.1.1.        by delivering the notice by hand to the School (marked clearly for the
                  attention of the School Contact). In which case the notice shall,
                  provided a receipt is obtained, be deemed to have been duly served at
                  the time it is so delivered; or

   22.1.2.        by posting the notice in a prepaid envelope sent by recorded delivery
                  post addressed to the School (and marked clearly for the attention of
                  the School Contact) at the address shown above, in which case the
                  notice shall be deemed to have been duly served when a signature
                  acknowledging its receipt has been obtained.

22.2. Any notice required to be given to the Occupier under this Agreement shall be
      in writing and may be served:-

   22.2.1.        by delivering the notice by hand to the Occupier at their registered
                  office of the company in which case the notice shall be deemed to have
                  been duly served at the time it is so delivered; or

   22.2.2.        by posting the notice in a prepaid envelope sent by recorded delivery
                  post addressed to the Occupier at their registered office of the
                  company in which case the notice shall be deemed to have been duly
                  served the day following posting.

23.      SEVERABILITY

        If any provision of this Agreement is or becomes illegal, void or invalid, that
        shall not affect the legality and validity of the other provisions.




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24.      WAIVER

       Failure by the School at any time or for any period to enforce any one or more of
       the provisions of this Agreement or to require performance by the Occupier of
       any of the provisions of this Agreement shall not constitute or be construed as a
       waiver of any such provision or of the right at any time subsequently to enforce
       all terms and clauses of this Agreement;

25.      LAW

       This Agreement shall be governed by and construed in accordance with the
       Laws of England and the Occupier irrevocably submits to the jurisdiction of the
       English courts.

26.      FORCE MAJEURE

26.1. In the event of an Act of God or force majeure (which shall mean risks which
      are not reasonably insurable and matters which are both beyond the control of
      the Occupier and are such that the Occupier with the application of all due
      diligence and foresight could not prevent) which causes the cessation of all
      the Services or substantial interference with the performance of the Services
      or part thereof the duty of the Occupier to perform the Services in whole or in
      part thereof shall be suspended until such circumstances have ceased. Either
      party may terminate this Agreement by written notice to the other if such
      suspension continues for longer than six months.

26.2. For the avoidance of doubt it is hereby expressly agreed that industrial
      relations difficulties and failure to provide adequate equipment materials
      consumables and/or staff are not to be considered as events of Force
      Majeure or Acts of God.




         IN WITNESS whereof this Agreement has been entered into as a deed the
         day and year first above written




EXECUTED AS A DEED by the School                        )

and signed by two members of the                        )

Board of Governors in the presence of:




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The COMMON SEAL of                                      )

The Occupier                                            )

was hereunto affixed in the                             )

presence of                                             )


                                                      DIRECTOR

                                                      DIRECTOR / COMPANY SECRETARY



                                               SCHEDULE 1



                                                 The Works



                                      [Insert details of the Works]



                                               SCHEDULE 2



                                      The Occupiers Equipment



                              [Insert list of the Occupiers Equipment]



                                               SCHEDULE 3



                                        The School Equipment



                                 [Insert list of the School Equipment]




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                                               SCHEDULE 4



                                            The Specification



                                        [Insert the Specifications]



                                               SCHEDULE 5

                                               The Facilities



                                   [Insert details of the Facilities]




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