Model partnership agreement by EbNp3Nf

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									                      This partnership Agreement was made available to
                      NAVCA members and affiliates by Middlesbrough
                      Voluntary Development Agency in August 2011.
                      NAVCA is very grateful to Dinah Lane the Chief
                      Executive at Middlesbrough Voluntary
                      Development Agency for sharing this Agreement
                      with us



        DATED                                     2011




                         List partners

                             -and-


                             -and-


                             -and-


                             -and-




                        AGREEMENT

                          relating to

the distribution and use of the grant from the Big Lottery Fund
Recitals ........................................................................................................................... 2
Agreed Terms ................................................................................................................. 2
1     Definitions ................................................................................................................ 2
2     Status of the agreement .......................................................................................... 4
3     Purpose and aim of the Relationship ....................................................................... 4
4     Lead Organisation ................................................................................................... 4
5     Detail of Parties and Key Contacts .......................................................................... 5
6     Financial and Contractual Arrangements ................................................................. 6
7     Roles and Responsibility ......................................................................................... 9
8     Policies and Procedures ........................................................................................ 10
9     Administration, Meeting and Records .................................................................... 10
10 Monitoring and Reporting ...................................................................................... 12
11 Communication ...................................................................................................... 13
12 Branding and Publicity ........................................................................................... 13
13 Changes and Disputes .......................................................................................... 14
14 Duration ................................................................................................................. 16
15 Sustainability.......................................................................................................... 16
16 Warranties ............................................................................................................. 17
17 General .................................................................................................................. 18
First Schedule ............................................................................................................... 20
Project........................................................................................................................... 20
Second Schedule .......................................................................................................... 21
Terms and Conditions ................................................................................................... 21
Appendix 1 .................................................................................................................... 22
Logo .............................................................................................................................. 22
Appendix 2 .................................................................................................................... 23
Big is bright- Our logo ................................................................................................... 23
Appendix 3 .................................................................................................................... 24
Budget .......................................................................................................................... 24
THIS Agreement is made                                                       2011

PARTIES:

Names, legal status and address of each partner




(together “The Parties” and each a “Party”).

RECITALS

(A)    The Parties through ….insert name of lead organisation……. have
       submitted an application form to the Big Lottery Fund with a request for
       funding for the Project.

(B)    The Big Lottery Fund has made to the Parties an offer of funding for the
       Project in the sum of £……….. (”the Grant”). It is a condition of the
       offer of funding that the Parties have an agreement in place setting out
       how the Grant will be applied in connection with the Project and
       monitored by the Parties.

AGREED TERMS

1     DEFINITIONS

The definitions and rules of interpretation in this clause apply in this Agreement
(unless the context requires otherwise).

      ‘Agreement’                 means this agreement;

      ‘Budget’                    means the budget prepared by the Parties
                                  setting out proposals for distribution and use of
                                  the Grant as attached at Appendix 3 (as may be
                                  amended from time to time in accordance with
                                  this Agreement);

      ‘Commencement               [                  ]
      Date’

      ‘Deputy Key Contact’        means the deputy contact provided by each
                                  Party in accordance with clause 5.3;



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     ‘Grant Agreement’          means the Agreement between name of lead
                                organisation and the Big Lottery Fund dated
                                …………..

     ‘Instalment’               means an instalment of the Grant paid by the
                                Big Lottery Fund to name of lead organisation;

     ‘Key Contact’              means the contact provided by each Party in
                                accordance with clause 5.3;

     ‘Logos’                    means the logos of the National Lottery and the
                                Big Lottery Fund attached as Appendix 1;

     ‘Project’                  means the project described in the First
                                Schedule;

     ‘Relationship’             means the relationship between the Parties for
                                the purpose of the Project and the use of the
                                Grant;

     ‘Report End Day’           means the dates provided by the Big Lottery
                                Fund as the dates to which each half yearly
                                report should be completed;

     ‘Terms               and means the “standard terms and conditions for
     Conditions’                insert name of programme” which are attached
                                as the Second Schedule;

     ‘Working Days’             means any day from Monday to Friday inclusive
                                save for any such day which is a bank or
                                statutory holiday.

1.1. Words denoting the singular number only include the plural and vice
     versa.
1.2. Unless the context otherwise requires, reference to a clause of or
     schedule is to a clause of or schedule to this Agreement.
1.3. The headings in this Agreement are inserted for convenience only and do
     not affect its construction.



                                         -3-
2     STATUS OF THE AGREEMENT

If any provision of this Agreement at any time conflicts with any of the
provisions of the Terms and Conditions the provisions of the Terms and
Conditions shall prevail. Each Party agrees to abide by and comply with the
Terms and Conditions as if they were incorporated into this Agreement.

3     PURPOSE AND AIM OF THE RELATIONSHIP

The Parties are entering into this relationship solely for the purpose of the
Project. The Parties are not a partnership for the purpose of the Partnership
Act 1890 and accordingly do not have any authority either express or implied to
bind the other Parties.

4     LEAD ORGANISATION

4.1   The lead organisation for the purpose of the Grant shall be
      …………………...

4.2   The Parties acknowledge that it is a requirement of the Big Lottery Fund
      that the lead organisation agrees to be responsible for the delivery of the
      Project in accordance with the Terms and Conditions. In consideration of
      name of lead organisation agreeing to provide such confirmation to the
      Big Lottery Fund each Party agrees:-

      4.2.1   to abide by the terms of this Agreement and the Terms and
              Conditions in relation to the Project and the use of the Grant;

      4.2.2   to comply with any and all reasonable requirements of name of lead
              organisation relating to the Project, the use of the Grant, monitoring
              and reporting requirements, record keeping and access to
              information;

      4.2.3   to only use the monies received from name of lead organisation for
              the purpose of the Project and not to use the monies for any
              spending commitments made before the date of the Grant
              Agreement;

      4.2.4   with prejudice to clause 4.2.5, if at any time during the course of
              this Agreement or at any time after expiry of this Agreement the Big



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              Lottery Fund or the National Lottery seek to recover all or part of the
              Grant each Party agrees that it shall immediately upon demand
              repay to name of lead organisation all of the monies that it has
              received, or in the case that the Big Lottery Fund or National Lottery
              are seeking to recover part only of any instalment of the Grant the
              pro rata equivalent of the monies that it has received;

      4.2.5   that they shall be jointly and severally liable for the repayment of the
              Grant in the event that the Big Lottery Fund or the National Lottery
              seek to recover part or all of the Grant; and

      4.2.6   to comply with any and all additional requirements which the Big
              Lottery Fund may impose upon …………..

5     DETAIL OF PARTIES AND KEY CONTACTS

5.1   Details of the Parties are set out above.

5.2   The Parties will set up a project management board consisting of the Key
      Contacts (“The Project Management Board”).

5.3   Each Party shall be entitled to appoint one Key Contact and a Deputy Key
      Contact. Each Key Contact and Deputy Key Contact must be a senior
      manager of the Party which it represents. The Key Contacts and Deputy
      Key Contacts for the purpose of this Agreement and the Project shall be
      as specified in this clause (or such other persons as a Party may notify to
      the other Parties of in writing from time to time as the Key Contact and
      Deputy Key Contact for the purpose of the Project provided always that
      the Key Contact and Deputy Key Contact must be a senior manager of the
      Party which he/ she represents):

Name          of Key          Contact address and email              Contact      Deputy
Party             contact                                            telephon     Key
                                                                     e            Contact
                                                                     number




                                          -5-
5.4    Each Party shall:-
       5.4.1   ensure that the Key Contact appointed by them support and
               implement all reasonable proposals put forward at the Project
               Management Board for the proper development and conduct of the
               Project as contemplated in this Agreement;
       5.4.2   ensure that all third parties directly or indirectly under their control
               refrain from acting in a manner which hinders or prevents them from
               carrying on the Project in a proper and reasonable manner; and
       5.4.3   generally use their best endeavours to promote the Project.

6      FINANCIAL AND CONTRACTUAL ARRANGEMENTS

6.1    It is proposed that the Grant shall be paid by the Big Lottery Fund to name
       of lead organisation on a quarterly basis (on dates to be advised by the
       Big Lottery Fund) over a five year period in the following annual amounts:-

Year                                         Amount

1

2

3

4

5

6.2    Each of the Parties acknowledges that it is a condition of the payment of
       each Instalment by the Big Lottery Fundto name of lead organisation that
       the Parties through name of lead organisation make half yearly reports to
       the Big Lottery Fund(in accordance with clause 10.2) and accordingly
       each Party agrees to co-operate fully with name of lead organisation in



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      producing half yearly reports in accordance with clause 10 to enable
      name of lead organisation to submit its reports to the Big Lottery Fund.

6.3   Without prejudice to name of lead organisation powers under clause 16, if
      any Party:-

      6.3.1   fails to produce reports in accordance with clause 10; or

      6.3.2   is not in the reasonable opinion of name of lead organisation
              actively performing their part of the Project; or

      6.3.3   acting through their Key Contact (or Deputy Key Contact) fails
              without good cause to attend a Project Management Board
              Meeting; or

      6.3.4   fails to comply without good cause with any reasonable request
              made by name of lead organisation; or

      6.3.5   breaches or fails to comply with any of the provisions of this
              Agreement

      then payment of further monies to that Party may be suspended at the
      discretion of name of lead organisation (without any liability of name of
      lead organisation for losses or costs of that Party).         Name of lead
      organisation shall provide notice to that Party with a request that that
      Party takes remedial action to rectify their failure or breach within 10
      Working Days       If the failure or breach is not rectified within 10 Working
      Days, or is not capable of being rectified then the provisions of clause 13
      shall be followed.

6.4   Subject to clauses 6.2, 6.3, 6.5, 13.1 and 16.2 and subject to receipt of
      funds from the Big Lottery Fund, name of lead organisation shall distribute
      each Instalment between the Parties as far as reasonably possible in
      accordance with the proposal set out in the Budget.

6.5   Each of the Parties agrees that they shall monitor the division of the Grant
      and proposed payment of monies in line with the Budget and the
      development and delivery of the Project. If the Parties identify that the
      Budget should be altered then the Project Management Board shall


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      discuss it at a meeting and propose an adjustment to the Budget in
      accordance with clause 13.

6.6   If any Party has a surplus of funds from the monies received from name of
      lead organisation then it shall return such funds to name of lead
      organisation as soon as reasonably possible (and in any event before
      termination of this Agreement) in order that the same can be returned to
      the Big Lottery Fund (in accordance with condition 2.7 of the Terms and
      Conditions).

6.7   Each of the Parties agrees to account to name of lead organisation in
      respect any VAT it recovers from the monies it uses and receives from
      name of lead organisation in order that the same can be returned to the
      Big Lottery Fund (in accordance with condition 4 of the Terms and
      Conditions).

6.8   Each Party agrees to keep proper and up to date accounts and records
      (including invoices, personnel and payroll records) for at least seven years
      after the termination of this Agreement showing how the monies which it
      has received for the Project have been used, and to make copies of such
      records available to name of lead organisation on request.

6.9   If a Party is using monies as a salary for a new post (in accordance with
      the Project) it agrees to comply with condition 7 of the Terms and
      Conditions (mutatis mutandis) as though the same were reproduced in
      this Agreement except that it shall send the information requested under
      condition 7 of the Terms and Conditions to name of lead organisation in
      order that name of lead organisation can send the same to the Big Lottery
      Fund. Each Party also agrees to comply with condition 2.11 of the Terms
      and Conditions with regard to personnel engaged by them for the purpose
      of the Project.

6.10 If a Party is using monies for any of the assets or services described in
      condition 8 of the Terms and Conditions, that Party agrees to comply with
      condition 8 of the Terms and Conditions (mutatis mutandis) as though the
      same were reproduced in this Agreement except that it shall send the
      information requested under condition 8 to name of lead organisation in



                                       -8-
      order that name of lead organisation can send the same to the Big Lottery
      Fund. If an asset is damaged, destroyed or stolen it is the Party which
      had use of and purchased the asset that shall be responsible for its repair
      or replacement.

6.11 Each of the Parties acknowledges that the Big Lottery Fundmay change or
      delay an Instalment or suspend an Instalment and accordingly the Parties
      agree and acknowledge that neither the Big Lottery fund or name of lead
      organisation shall be liable for any losses or costs (including, but not
      limited to, bank charges) or claims which a Party may suffer due to any
      delay in making any payment to a Party.

6.12 Each of the Parties acknowledges that the Big Lottery Fund may stop
      payment of the Instalments and accordingly the Parties agree and
      acknowledge that neither the Big Lottery fund or name of lead
      organisation shall be liable for any losses or costs (including, but not
      limited to, bank charges) or claims which a Party may suffer due to the Big
      Lottery Fund or name of lead organisation not making any payment to a
      Party.

7     ROLES AND RESPONSIBILITY

7.1   The Project shall be carried out by the Parties collectively but the Parties
      have agreed to each concentrate upon the following areas of expertise in
      particular:-

      7.1.1    Etc.

7.2   Each of the Parties acknowledges that a ‘partnership’ known as
      ……………, of which each of the Parties is a member, shall link into the
      Project as it develops and shall make use of the services of the Project
      and utilise the techniques and systems which it has developed.

7.3   Each of the Parties acknowledge that they will not receive monies for the
      Project in excess of the Grant and therefore anything which a Party
      spends or incurs in performance of the Project in excess of the monies
      which they receive from name of lead organisation shall be at that Party’s
      sole cost and liability.



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8     POLICIES AND PROCEDURES

In carrying out the Project the Parties agree to have regard to equal
opportunities and in particular to act in a fair and open manner without
distinction as to race, religion, age or disability, and in compliance with relevant
legislation.




9     ADMINISTRATION, MEETING AND RECORDS

9.1   As soon as practicable after executing this Agreement each of the Parties
      (acting through their Key Contacts) shall use their best endeavours to
      meet.

9.2   During the first meeting name of lead organisation (acting through its Key
      Contact) shall explain to the Parties (acting through their Key Contacts)
      how they should report on and monitor the development of the Project and
      the format in which such monitoring and reporting shall be delivered to
      name of lead organisation.

9.3   Each of the Parties agrees to comply with the requirements of name of
      lead organisation from time to time in respect of reporting, monitoring and
      record keeping.

9.4   Each of the Parties also acknowledge that the Big Lottery Fund may from
      time to time alter its reporting requirements or have additional queries
      concerning the use of the Grant and the Project and accordingly agree to
      comply with the requirements of name of lead organisation from time to
      time in respect of reporting, monitoring and record keeping.

9.5   Each of the Parties agrees to keep full and accurate records of their use of
      the monies which they have received from name of lead organisation.

9.6   Following the first meeting the Project Management Board agrees to meet
      on a quarterly basis to discuss progress of the Project and matters relating
      to the Project and its development generally.       At the first meeting the
      Parties (acting through their Key Contacts) shall agree dates, times and
      venue of each subsequent meeting over the next 12 month period



                                        - 10 -
      provided always that two of the four annual meetings shall take place
      within 15 Working Days of a Report End Day. At the last meeting in each
      12 month period the Parties (acting through their Key Contacts) shall
      agree dates and times of meetings to take place over the subsequent 12
      month period again provided always that two of the four annual meeting
      shall be within 15 Workings Days of a Report End Day.

9.7   If the Big Lottery Fund contacts          name of lead organisation with any
      concerns, queries, requests for information or records then name of lead
      organisation through its Key Contact shall contact each Party through their
      Key Contact and each of the Parties agrees to direct their Key Contact to
      comply with the requirements of name of lead organisation as soon as
      possible. If for any reason a Key Contact for any Party is not available
      then the Deputy Key Contact for that Party shall comply with the
      requirements of     name of lead organisation as soon as possible.
      Alternatively if requested by name of lead organisation each Party agrees
      through its Key Contact to arrange and attend a Project Management
      Board meeting as soon as reasonably possible to discuss any comment,
      queries or request of the Big Lottery Fund.         If for any reason a Key
      Contact for any Party is not available then the Deputy Key Contact for that
      Party shall attend the Project Management Board meeting on behalf of the
      Party which it represents.   Each of the Parties (acting through their Key
      Contact or Deputy Key Contact as the case maybe) agrees to assist and
      cooperate fully with   name of lead organisation in order that they can
      comply with any requirement, request, or concern of the Big Lottery Fund.

9.8   In accordance with condition 3.4 of the Terms and Conditions, if the Big
      Lottery Fund contact    name of lead organisation with a request for a
      meeting or access to any records the Parties agree to attend a meeting
      with the Big Lottery Fund and to allow the Big Lottery Fund access to their
      records however and wherever held, and to allow full and free access to
      their offices or building. Such access will also include access to those
      acting on behalf of the Big Lottery Fund and access by the National Audit
      Office.




                                       - 11 -
10   MONITORING AND REPORTING

10.1 Each Key Contact shall be appointed by the Party as the individual who
     shall report to name of lead organisation in connection with that Party’s
     monitoring and reporting requirements.

10.2 Each of the Parties shall ensure that the Key Contact appointed on their
     behalf shall submit to name of lead organisation such reports and replies
     to requests for information as name of lead organisation shall require in
     order that it may fulfil the requirements of the Big Lottery Fund. Each
     Party shall ensure that its Key Contact shall send such reports and
     information to name of lead organisation within 10 Working Days of each
     Report End Day.

10.3 Each Party agrees that it shall cooperate fully and comply with the
     requirements of name of lead organisation from time to time which it may
     or may not receive from the Big Lottery Fund as regard to progress of the
     Project, monitoring of the Project or request for information including
     (without limitation) information about that Party (as an organisation), that
     Party’s activities, the number of jobs created by the Project.

10.4 Each Party agrees to provide name of lead organisation with copies of its
     annual accounts as soon as they have been approved in accordance with
     that party’s governing documents (and in any event within ten months of
     the end of the financial year) for each year in which grant payments are
     made. Each Party agrees to comply the condition 5.3 of the Terms and
     Conditions (mutatis mutandis) as though the same were reproduced in
     this Agreement except that it shall send the information requested under
     condition 5.3 of the Terms and Conditions to name of lead organisation in
     order that   name of lead organisation can send the same to the Big
     Lottery.

10.5 Each Party agrees that it shall cooperate fully and comply with the
     requirements of name of lead organisation in order that name of lead
     organisation is able to fill in a final report on the Project in accordance with
     the requirements of the Big Lottery Fund.




                                        - 12 -
10.6 Each Party agrees that it shall notify         name of lead organisation
     immediately of any changes to the information or reports which it has
     provided to     name of lead organisation and shall ensure that the
     information which it provides to name of lead organisation is at all times
     accurate and up to date.

10.7 Each Party agrees that it shall report regularly and fully to all members of
     its governing body on its financial position and agrees that it shall put in
     place procedures to avoid any conflict of interest arising in the provision of
     goods and services required to delivery the Project.

11   COMMUNICATION

11.1 Each of the Parties agree that any proposed marketing for the Project
     shall be discussed and agreed by the Project Management Board and all
     decisions shall be taken by simple majority of the Project Management
     Board. In the case of an equality of votes name of lead organisation shall
     have the casting vote.

11.2 In deciding upon any marketing the Project Management Board shall have
     regard at all times to the “name of BIG logo pack” pack attached at
     Appendix 2.

11.3 Name of lead organisation shall be the lead Party for the purpose of any
     queries or communications in connection with marketing relating to the
     Project. Name of lead organisation shall then identify which Party is best
     able to deal with the query and will accordingly forward any query on to
     the relevant Party.

12   BRANDING AND PUBLICITY

12.1 Each of the Parties agrees to use the Logos in order to acknowledge the
     award of National Lottery funding from the Big Lottery Fund and to comply
     with the guidelines enclosed in the “Big is bright- Our logo” pack attached
     at Appendix 2 as amended by the Big Lottery Fund from time to time by
     way of future versions or guidelines which it shall provide to name of lead
     organisation.




                                       - 13 -
12.2 Each of the Parties acknowledges and agrees that the Big Lottery Fund
     can carry out any forms of publicity and marketing to promote this Grant
     as it sees fit. The Parties agree to do whatever the Big Lottery Fund may
     reasonably require in order to assist with publicity and marketing,
     including any press or media related activities (in accordance with
     condition 2.9 of the Terms and Conditions).

12.3 In accordance with condition 11.2 of the Terms and Conditions, each of
     the Parties acknowledges and agrees that the Big Lottery Fund can share
     information about the Grant with any parties of its choice as well as with
     members of the public who make a request for information under the
     Freedom of Information Act 2000. Details of the Project may be broadcast
     on television, on the Big Lottery Fund website, in newspapers and through
     other media.

13   CHANGES AND DISPUTES

13.1 The Parties agree that if a Party is no longer able to be involved with part
     of the Project then they shall provide the other Parties with at least 2
     months’ notice to be given to each Key Contact with reasons why it is no
     longer able to be involved with the Project. On receipt of any such notice
     to cease to be involved name of lead organisation shall have the right to
     immediately suspend or cease payment of any monies to that Party. The
     Key Contacts shall agree a time and place to meet to discuss any
     changes to the Budget and/ or the Project and any areas of responsibility
     identified under clause 7 of this Agreement which may be required to take
     into account the proposed alteration to the Relationship.    Name of lead
     organisation shall then liaise with the Big Lottery Fund to notify them of
     the proposed changes to the Relationship and provide the Big Lottery
     Fund with such information it requires in order to facilitate any changes to
     the Budget or the Project.    The resignation of that Party shall not be
     accepted until name of lead organisation has received assurance from the
     Big Lottery Fund that any monies paid to that Partner shall not be
     repayable and any future Instalment(s) shall not be affected by their
     departure and until such time the proposed retiring Party shall continue to
     carry out their duties under this Agreement.



                                      - 14 -
13.2 Without prejudice to name of lead organisation’s powers under clause 16,
     if there is a dispute or breach of this Agreement, then      name of lead
     organisation may at its discretion suspend payment of any monies to a
     Party in breach and acting through its Key Contact it shall contact the
     other Parties (acting through their Key Contacts) to arrange a meeting to
     discuss the dispute as soon as reasonably practicable and each Key
     Contact will be given the opportunity to put forward the proposals and
     comments of the Party which they represent.

13.3 Without prejudice to name of lead organisation’s powers under clause 16,
     if there is a dispute or breach of this Agreement which may affect:-

     13.3.1 the application of the Grant; or


     13.3.2 payment of future Instalments; or


     13.3.3 the repayment of Instalments made; or


     13.3.4 may affect or involve a change in the Project


     then the Key Contacts shall discuss the dispute or issue on behalf of the
     Party which they represent but ultimately the decision will be made by
     name of lead organisation as the lead organisation.

13.4 Without prejudice to name of lead organisation’s powers under clause 16,
     if there is any dispute or breach of this Agreement, or any issue has arisen
     between the Parties which does not affect:-

     13.4.1 the application of the Grant; or


     13.4.2 the payment of any future Instalments; or


     13.4.3 the repayment of Instalments made; or


     13.4.4 otherwise affect the Project,


     then the Key Contacts shall discuss on behalf of the Parties which they
     represent and a decision will be made by a simple majority of the Key
     Contacts. In the case of an equality of votes name of lead organisation
     shall have a casting vote.


                                       - 15 -
13.5 Before any change to the Project or the Budget or this Agreement is
     effected name of lead organisation shall give notice to the Big Lottery
     Fund of the proposed changes and shall ascertain whether or not it would
     affect the continuance of the Grant, any Instalment made, or any future
     Instalment. Name of lead organisation will feed back to the other Parties
     any issues, concerns or requirements which the Big Lottery Fund have
     communicated to them and the Parties agree that they shall not
     implement any change unless the Big Lottery Fund has confirmed that it
     does not have any concerns with the proposal.

14   DURATION

14.1 The terms of this Agreement shall commence on the Commencement
     Date and shall continue in force until the later of:-

     14.1.1 the Big Lottery Fund has confirmed that the Project has been
           completed; or

     14.1.2 12 months from the date of payment of the final Instalment.


14.2 On termination of the this Agreement (however arising), the following
     clauses shall survive and continue in full force and effect namely clauses:-
     4.2.4; 4.2.5; 6.6; 6.7; 6.8; 6.10 and 17.1.

14.3 If any Party resigns or is expelled from the Relationship that Party shall
     continue to be bound by clauses 4.2.4; 4.2.5; 6.6; 6.7; 6.8; 6.10 and 17.1
     which shall survive and continue in full force and effect.

14.4 On termination of this Agreement the Relationship shall also terminate
     save for the clauses of this Agreement which are expressly provided to
     continue in full force and effect after termination.

15   SUSTAINABILITY

15.1 During the currency of the Project the Parties agree to develop a
     sustainability plan to include the following:-

     15.1.1 Anything relevant to the project.




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16   WARRANTIES

16.1 Each Party warrants to name of lead organisation that:-

     16.1.1 they have not received and will not take steps to receive duplicated
           funding from any other source for the same or any part of the
           Project during the period of this Agreement;

     16.1.2 they have not provided and shall not provide any significantly
           misleading or inaccurate information, whether deliberate or
           accidental during the application process or during the period of this
           Agreement relating to the Project and/ or the reporting requirements
           and record keeping relating to the Project;

     16.1.3 they shall take positive steps to ensure that equal opportunities of
           access in their own employment practices and the delivery and
           access of their services;

     16.1.4 they shall notify name of lead organisation immediately if there is a
           significant change of purpose, ownership or recipient, either during
           the Project or within a reasonable period after its completion which
           may mean that the Grant is unlikely to fulfil the purpose of the
           Project;

     16.1.5 they shall notify name of lead organisation immediately of anything
           which may significantly delay or threaten performance of their part
           of the Project, or of anything which may vary or decrease the
           Project outcomes

     16.1.6 they shall notify   name of lead organisation immediately if a
           member of their governing body, volunteers or staff act at any time
           during the Project dishonestly or negligently or in any way directly
           or indirectly to the detriment of their organisation or the Project;

     16.1.7 they shall notify name of lead organisation immediately if they, or
           their members, or employees, or volunteers are subject to an
           investigation or formal enquiry by the police, Charity Commission,
           HM Revenue & Customs or other regulatory body;




                                       - 17 -
     16.1.8 they shall notify    name of lead organisation immediately if they
           become legally ineligible to use any part of the Grant;

     16.1.9 they shall notify name of lead organisation immediately if it is likely
           that their organisation will have to stop operating, or may be
           dissolved or become insolvent, or is likely to be put into
           administration or receivership or liquidation, or if they are about to
           make an arrangement with or guarantee a trust deed to their
           creditors; and

     16.1.10 they shall notify    name of lead organisation immediately if any
           legal claims are made or threatened against them which would
           adversely affect the Project during the period of the grant (including
           any claims made against members of its governing body or staff
           concerning the organisation).

16.2 Name of lead organisation shall have the power at their discretion
     (without any liability for losses or costs of that Party) to either suspend
     payment of further monies to a Party, or cease payment of further monies
     to a Party, or expel a Party from this Relationship if:-

     16.2.1 a Party commits a breach of a warranty set out in clause 16.1; or


     16.2.2 a Party notifies name of lead organisation that any of the events set
           out in clauses 16.1.4, 16.1.5, 16.1.6, 16.1.7, 16.1.8, 16.1.9 or
           16.1.10 has occurred or is likely to occur.

17   GENERAL

17.1 The construction, validity and performance of this Agreement shall be
     governed in all respects by English law.

17.2 If any of the provisions of this Agreement is found by a court or other
     competent authority to be void or unenforceable, it shall be deemed to be
     deleted from this Agreement and the remaining provisions shall continue
     to apply. The Parties shall negotiate in good faith in order to agree the
     terms of a mutually satisfactory provision to be substituted for the
     provision found to be void or unenforceable.




                                        - 18 -
17.3 This Agreement supersedes any previous agreement between the Parties
     in relation to the matters with which it deals and represents the entire
     understanding between the Parties in relation to those matters.

17.4 Any notice to be given under this Agreement shall be either delivered
     personally or sent by first class recorded delivery post (airmail if
     overseas). The address for service of each Party is his address stated
     above (or in the case were this Agreement provides that notice is to be
     sent to a Key Contact, that Key Contact’s contact details as set out in
     clause 5.3) or any other address for service previously notified to the
     other Parties from time to time. A notice is deemed to have been served
     as follows:

     17.4.1 if personally delivered, at the time of delivery;


     17.4.2 if posted, at the expiration of 48 hours or (in the case of airmail)
            seven days after the envelope containing it is delivered into the
            custody of the postal authorities.

     In proving service it is sufficient to prove that personal delivery was made,
     or that the envelope containing the notice was properly addressed and
     delivered into the custody office of the postal authority as a prepaid first
     class recorded delivery or airmail letter (as appropriate).

17.5 Neither of the Parties will assign, transfer or subcontract, or purport to
     assign, transfer or subcontract any of their rights or obligations under this
     Agreement or under the Project without prejudice to a Party’s ability to
     employ a third party to carry out specific and specialist aspects of the
     Project.

17.6 Failure or delay by name of lead organisation in exercising any right or
     remedy under this Agreement shall not operate as a waiver, and single or
     partial exercise or waiver of any right or remedy shall not preclude its
     further exercise or the exercise of any other right or remedy.


This Agreement has been executed and is delivered and takes effect on the
date stated at the beginning of it.



                                        - 19 -
                              First Schedule
                                  Project

The Project shall by led by name of lead organisation. The aim of the Project
is to insert purpose




                                    - 20 -
  Second Schedule
Terms and Conditions




        - 21 -
                    Appendix 1
                      Logo
[doc form client]




                       - 22 -
                    Appendix 2
                       logo
[doc form client]




                       - 23 -
Appendix 3
 Budget




   - 24 -
SIGNED AS A DEED by

name of lead organisation

acting by a director

and its secretary/two directors

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


                       Director/Secretary …………………………….




G:\ILS\LCPU\Collaboration support\Example partnership agreements\Midel P'ship agreement.doc




                                                     - 25 -
on support\Example partnership agreements\Midel P'ship agreement.doc




                                                     - 25 -

								
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