This Agreement is made on by PKGLpkTb


									This Agreement is made on                                                        Insolvency Event means one or more of the following events:
Between:                                                                         (a) an administrator, administrative receiver, receiver or manager,
(1) Barclays Bank PLC (Registered Number 1026167) whose                          liquidator or similar officer is appointed in respect of the whole or
     registered office is at 1 Churchill Place, London, E14 5HP                  any part of the Supplier's assets and/or a winding up petition is
     (Barclays); and                                                             issued against the Supplier; or (b) the Supplier proposes to enter
(2) Supplier as set out in the Signature Sheet (Supplier).                       or enters into any composition or arrangement with its creditors
                                                                                 generally or any class of creditors;
It is agreed                                                                     Intellectual Property Rights means patents, trade marks,
1      Definitions and Interpretation                                            service marks, logos, trade names and business names,
1.1 In this Agreement, unless otherwise stated or unless the context             copyright (including future copyright), database rights, rights in
       otherwise requires, each capitalised term will have the meaning           and to Confidential Information (including know how, business
       set out below:                                                            methods, data and trade secrets) and all other intellectual
       Affiliate means, in relation to a party to this Agreement, any            property rights, in each case subsisting or pending at any time in
       person or entity Controlling, Controlled by or under common               any part of the world;
       Control with such party, for the time being;                              Material means any document, information, software, data,
       Agreement means the recitals, clauses 1 to 19 (inclusive) set out         output or other material (in whatever form);
       in this document, the Signature Sheet and all other documents             Personal Data means any and all personal data in respect of
       attached hereto or otherwise, all as amended from time to time;           which Barclays is a data controller and which will be processed
       Applicable Anti-Bribery Law means any bribery, fraud,                     by the Supplier in the performance of its obligations under this
       kickback, or other similar anti-corruption law or regulation of any       Agreement where personal data, process and data controller
       relevant country, including the Bribery Act and the US Foreign            have the meanings given to them by the EU Data Protection
       Corrupt Practices Act 1977;                                               Directive 95/46/EC (Data Protection Legislation);
       Associated Person means in relation to any entity, a person               Receiving Party means that party to whom the Confidential
       who (by reference to all the relevant circumstances) performs             Information of the other party may be learnt, developed or
       services for or on behalf of that entity in any capacity and              otherwise acquired pursuant to or in connection with this
       including, without limitation, employees, agents, subsidiaries,           Agreement;
       representatives and subcontractors;                                       Relevant Law means any statute, enactment, ordinance, order,
       Barclays Group means Barclays and each Affiliate of Barclays;             regulation, guidance or other similar instrument in any
       Barclays Premises means premises owned, leased, licensed or               jurisdiction, including any jurisdiction from which the Services are
       otherwise controlled by any member of the Barclays Group from             provided or in which any Services are received (or both), which
       time to time;                                                             relate to the performance of this Agreement;
       Bribery Act means the UK Bribery Act 2010 (as amended from                Security Requirements means the security requirements (if any)
       time to time);                                                            relating to IT security, logical access management and/or
       Business Continuity Plan means the plan (if any) set out in               physical security as set out in Attachment 2 or otherwise notified
       Attachment 1 or otherwise notified by Barclays to the Supplier            by Barclays to the Supplier from time to time;
       from time to time;                                                        Services means all the obligations of the Supplier under this
       Business Days means a day (other than a Saturday or a Sunday              Agreement, including the provision of any Goods, and
       or a UK Bank Holiday) on which commercial banks are open for              performance of the services described in the Signature Sheet;
       business in the City of London;                                           Signature Sheet means the front sheet appended and referring
       Charges means the charges payable by Barclays to the Supplier             to these terms and conditions signed by each of the parties;
       under this Agreement and set out in the Signature Sheet;                  Specification means the relevant specification for the Goods set
       Confidential Information means in relation to either party to this        out in the Signature Sheet or otherwise agreed in writing;
       Agreement (first party) any and all information in whatever form          Supplier Group means the Supplier and each Affiliate of the
       (including Personal Data), whether in oral, tangible or in                Supplier for the time being;
       documented form, that (a) is by its nature confidential; or (b) the       Supplier Personnel means all employees, officers, contractors,
       other party knows or ought to know is confidential; or (c) is             consultants, agency staff and other individuals employed or
       designated by the first party as confidential, and is disclosed to or     engaged by or on behalf of the Supplier or any of its
       otherwise learnt, acquired or developed by the other party in             subcontractors;
       connection with this Agreement (or its subject matter);                   Sustainability Requirements means the sustainability
       Contract Year means the period of 12 calendar months                      requirements (if any) set out in Attachment 3 or otherwise notified
       commencing on the Effective Date and each anniversary thereof             by Barclays to the Supplier from time to time; and
       Control means the power, direct or indirect, to direct or cause           Term means the term set out in the Signature Sheet.
       the direction of the management and policies of such entity 1.2           In this Agreement, unless otherwise stated or unless the context
       whether by contract, ownership of shares, membership of the               otherwise requires) the words other, includes, including, for
       board of directors, agreement or otherwise. The terms Controlling         example and in particular do not limit the generality of any
       and Controlled shall have a corresponding meaning;                        preceding words and any words which follow them shall not be
       Goods means the items identified as such in the Signature Sheet           construed as being limited in scope to the same class as the
       together with any other materials or items provided by or on behalf       preceding words where a wider construction is possible.
       of the Supplier to Barclays;
                                                                             2   Commencement and Term
       Disclosing Party means, in relation to any Confidential
                                                                                 This Agreement shall commence on the Effective Date and if
       Information, the party to whom such Confidential Information
                                                                                 applicable, shall apply to the supply of the relevant Goods and
                                                                                 Services and shall (if applicable) continue for the Term, unless
       Effective Date means []
                                                                                 terminated in accordance with the terms of this Agreement or
       Indemnified Parties means Barclays and each other member of
       the Barclays Group and Indemnified Party shall be construed

         11370470v1                                                   1                                                   Version Date: 1-7-11
3     Application of Terms                                                     7.4  Barclays shall have no obligation to pay for or return packing
      Without prejudice to the generality of clause 19 (General), these             cases, skids, drums or other articles used for packing the
      terms and conditions shall apply to this Agreement to the                     Goods whether or not re-usable.
      exclusion of any other terms and conditions contained or referred        7.5 The time of delivery of the Goods shall be of the essence of this
      to in any acknowledgement or acceptance of order, specification,              Agreement.
      letter, invoice or other communication sent by the Supplier to the       7.6 All Goods should be accompanied by a detailed advice note
      Barclays.                                                                     stating the reference number of this Agreement (where
                                                                                    applicable) and giving full particulars of the Goods supplied.
4     Supply of Goods and Services
                                                                               7.7 If the Goods are to be delivered by instalments this Agreement
      The Supplier shall perform the Services and provide the Goods
                                                                                    shall be treated as a single Agreement and not severable.
      on the terms and conditions set out in this Agreement (including
                                                                               7.8 If the Goods are delivered to Barclays in excess of the
      complying with any relevant timetable or milestones), and
                                                                                    quantities set out in the Signature Sheet, Barclays shall have no
      perform the Services in accordance with good industry practice
                                                                                    obligation to pay for the excess and any excess shall be and
      and in compliance with all Relevant Laws.
                                                                                    remain at the Supplier's risk and shall be returnable at the
5     Quality and Description                                                       Supplier's expense.
5.1   Without prejudice to any other rights and remedies Barclays may          7.9 Upon delivery of the Goods to Barclays, Barclays shall (within
      have the Supplier warrants and represents to Barclays that the                15 Business Days after the delivery of the relevant Goods)
      Goods will:                                                                   either reject or accept the Goods, such acceptance not to be
      (a) conform as to quantity, quality and description with the                  unreasonably withheld or delayed. Barclays shall not be
          particulars stated in the Signature Sheet or the Specification            deemed to have accepted the Goods until it has had 15
          (or both of them);                                                        Business Days after delivery of the relevant Goods to inspect
      (b) without prejudice to clause 5.1(a), be free from defect, be of            the relevant Goods. Barclays shall also have the right to reject
          merchantable quality and be fit for the purpose held out by               goods as though they had not been accepted for 15 Business
          the Supplier or made known to it either expressly or by                   Days after any latent defect in the Goods has become apparent.
          implication by Barclays;                                             7.10 Without prejudice to any other right or remedy Barclays may
      (c) be equal to and comply with in all respects: (i) any samples              have, if any Goods are not supplied in accordance with the
          or patterns provided by either party and accepted by the                  terms of this Agreement, Barclays shall be entitled to avail itself
          other; and (ii) the Specification; and                                    of any one or more of the following remedies at its sole
      (d) comply with all Relevant Laws relating to the manufacture                 discretion to:
          and sale of the Goods at the time when the same are                       (a) reject the Goods (in whole or in part) and return them to the
          supplied.                                                                      Supplier at the risk and cost of the Supplier on the basis
                                                                                         that a full refund for the Goods so returned shall be paid
6     Inspection, Testing and Samples
                                                                                         forthwith to Barclays by the Supplier;
6.1   If required by Barclays, the Supplier shall submit samples of the
                                                                                    (b) give the Supplier the opportunity (at the Supplier's expense)
      Goods for Barclays' approval before the Goods are delivered.
                                                                                         either to remedy any defect in the Goods or to supply
6.2   Barclays shall be entitled at any time during the manufacture,
                                                                                         replacement Goods and carry out any other necessary work
      processing and storage prior to delivery (or any of them) of the
                                                                                         to ensure that the terms of this Agreement are fulfilled;
      Goods to inspect and test the Goods. The Supplier shall at its
                                                                                    (c) claim such damages as it may have suffered or incurred as
      own cost provide or shall procure the provision of such facilities
                                                                                         a result of or in connection with the Supplier's breach or
      as may be reasonably required by Barclays for such purpose.
                                                                                         breaches of this Agreement; or
6.3   If as a result of any inspection or test carried out pursuant to
                                                                                    (d) terminate this Agreement in whole or in part immediately
      clause 6.2, Barclays is of the reasonable opinion that the Goods
                                                                                         upon giving written notice to the Supplier.
      do not comply with this Agreement or are unlikely on completion
      of manufacture or processing to so comply, Barclays may                  8     Title and Risk
      inform the Supplier accordingly and the Supplier shall take such         8.1   Without prejudice to clause 14 (Intellectual Property Rights) title
      steps as may be necessary to ensure such compliance.                           and risk in the Goods shall pass to Barclays upon the delivery of
6.4   Notwithstanding any testing or inspection carried out pursuant                 such Goods to Barclays, free from any third party rights or
      to this clause 6, the Supplier shall remain fully responsible for              interests (including liens, charges and options), unless payment
      the Goods and any such inspection or testing shall not diminish                for the Goods is made prior to delivery in accordance with this
      or otherwise affect the Supplier's obligations under this                      Agreement, in which case title to the Goods shall pass to
      Agreement.                                                                     Barclays once payment has been made for the Goods by
7     Delivery
                                                                               8.2   The Supplier shall, at its sole expense until delivery of the Goods
7.1   The Goods shall be delivered to the Barclays Premises set out
                                                                                     in accordance with this Agreement, insure the Goods against all
      on the Signature Sheet (or to such other destination as may be
                                                                                     risks to their full replacement value.
      specified by Barclays) on the date or within the period stated on
      the Signature Sheet and in either case during the normal                 9     Barclays Standards
      business hours of Barclays.                                                    The Supplier shall comply with: (a) the Business Continuity Plan;
7.2   The Supplier shall provide to Barclays in good time any                        (b) the Security Requirements; and (c) the Sustainability
      instructions or other information required to enable Barclays to               Requirements.
      accept delivery of the Goods.
                                                                               10 Anti-Bribery and Corruption
7.3   The Goods shall be properly packed and secured in such a
                                                                               10.1 Supplier must not violate any Applicable Anti-Bribery Law.
      manner as to reach their destination in a good condition having
                                                                               10.2 Supplier has and must at all times implement adequate
      regard to the nature of the Goods and the other circumstances
                                                                                    procedures designed to prevent it or any Associated Person from
      of the case. The Supplier shall off-load the Goods at its own
                                                                                    engaging in any activity which would constitute an offence under
      risk as directed by Barclays.

         11370470v1                                                        2                                                 Version Date: 1-7-11
     the Bribery Act if it were carried out in the UK, or violate any                  Confidential Information disclosed to it by the Supplier, any
     Applicable Anti-Bribery Law.                                                      of the Goods and the exercise of any rights granted under
10.3 Supplier represents that, in connection with this Agreement, no                   any licences granted by the Supplier to Barclays will not
     improper financial or other advantage has been, will be or is                     infringe any Intellectual Property Rights (or moral rights) of
     agreed to be given to any person (whether working for or                          any third party; and
     engaged by the Barclays Group or any third party) by or on                   (d) its response to the Barclays Supply Chain Corporate
     behalf of Supplier or its Associated Persons.                                     Responsibility Questionnaire is true, complete and accurate
10.4 Breach of any of the provisions in this clause 10 or of any                       in all material respects, and it will inform Barclays if any of
     Applicable Anti-Bribery Law is a material breach of this                          the information changes in any material respect.
     Agreement for the purpose of clause 18 and, without prejudice to        13.2 Without prejudice to any other rights and remedies of Barclays,
     any other right, relief or remedy, entitles Barclays to terminate            the Supplier shall forthwith upon request by Barclays replace or
     this Agreement immediately.                                                  (at Barclays' option) repair all Goods which are or become
                                                                                  defective during the period of 12 months after the date of
11 Charges, Invoicing and Payment
                                                                                  delivery, where such defect occurs under proper usage and is
11.1 Barclays shall pay to the Supplier the Charges within 45 days
                                                                                  due to faulty design, or inadequate or faulty materials or
     after the date on which Barclays receives a correct and error-free
                                                                                  workmanship, the Supplier's erroneous instructions as to use or
                                                                                  any breach by the Seller of any provision of this Agreement.
11.2 All Charges and other sums payable under this Agreement are
                                                                                  Repairs and replacements shall themselves be subject to the
     exclusive of Value Added Tax and equivalent taxes in other
                                                                                  foregoing obligations for a period of 12 months after the date of
     countries which will be payable at the applicable rate.
                                                                                  delivery, reinstallation or passing of tests (if any) whichever is
11.3 The Supplier shall, where requested by Barclays, comply with
                                                                                  appropriate after repair or replacement.
     Barclays invoicing requirements (electronic or otherwise)
     including entering into agreements, and complying with the              14 Intellectual Property Rights
     invoicing processes, or any third party nominated by Barclays for       14.1 All Intellectual Property Rights belonging to a party prior to the
     the purposes of receiving or processing invoices.                            execution of this Agreement shall remain vested in that party.
                                                                             14.2 The Supplier hereby grants to Barclays, each other member of
12 Supplier Personnel                                                             the Barclays Group, their agents and contractors, a worldwide,
12.1 The Supplier shall be and shall remain fully responsible for the             royalty-free, non-exclusive, perpetual, non-transferable licence
     acts, omissions and management of all Supplier Personnel.                    (including the right to grant sub-licences) to use (i) any and all
12.2 The Supplier shall ensure that all members of the Supplier Group             Intellectual Property Rights in the Goods, and (ii) any other
     shall screen and vet all Supplier Personnel in accordance with               Intellectual Property Rights to the extent necessary to:
     the Barclays Group Screening Standards notified by Barclays to               (a) receive or use the Services;
     the Supplier in writing. The Supplier shall not assign any                   (b) to enable the full benefit of ownership of the Goods;
     Supplier Personnel to any obligations, work or services relating to               and
     this Agreement without Barclays' prior written consent if the                (c) perform its obligations or exercise rights under this
     Supplier has not complied with the Barclays Group Screening                       Agreement.
     Standards or if information which arises out of the Barclays            14.3 The Supplier shall at all times whether during or after termination
     Group Screening Standards or which is otherwise known by the                 or expiry of this Agreement indemnify and keep indemnified the
     Supplier in relation to an individual is such that a service provider        Indemnified Parties against all losses suffered by, incurred by or
     exercising Good Industry Practice would not assign such                      awarded against any Indemnified Party or which are agreed by
     individual to perform the service or any other obligation of the             Barclays (or the relevant Indemnified Party) to be paid by way of
     relevant member of the Supplier Group.                                       settlement or compromise, arising out of or in relation to:
12.3 Barclays reserves the right to refuse to admit to, or remove from,           (a) any infringement or alleged infringement of any Intellectual
     any Barclays Premises any Supplier Personnel: (a) whose                           Property Rights of any third party which is suffered by,
     admission or presence would, in Barclays opinion be undesirable                   incurred by or awarded against any Indemnified Party as a
     or who represents a threat to confidentiality or security; or (b)                 result of Barclays' (or the relevant Indemnified Party's) receipt
     whose presence would be in breach of any rules and regulations                    of the Services or its use or possession of any Goods or
     governing Barclays' own staff, provided that Barclays notifies the                Intellectual Property Rights provided or otherwise made
     Supplier of any such refusal. The exclusion of any such individual                available to any Indemnified Party; or
     from such Barclays Premises shall not relieve the Supplier from              (b) any negligent or wilful (or negligent and wilful) act or omission
     the performance of its obligations under this Agreement.                          of the Supplier, its employees, agents or contractors in
12.4 Upon the expiration or termination of the assignment of any                       supplying, delivering or installing (or any one or more of them)
     Supplier Personnel to any obligations under or pursuant to this                   the Goods,
     Agreement or the re-assignment of Supplier Personnel to other                whether or not such losses were foreseeable at the Effective
     tasks or roles, the provisions of clause 18.6 will apply.                    Date.

13 Warranties                                                                15   Confidentiality
13.1 The Supplier warrants and represents as at the Effective Date                The Receiving Party will treat and keep all Confidential
     and on an ongoing basis that:                                                Information of the Disclosing Party as secret and confidential in
     (a) it has full authority to grant the licences granted by the               perpetuity and will not, without the Disclosing Party's written
         Supplier under this Agreement;                                           consent, directly or indirectly communicate or disclose (whether
     (b) it will perform its obligations under this Agreement with all            in writing or orally or in any other manner) Confidential
         due skill, care and diligence and in accordance with Good                Information to any other person other than in accordance with
         Industry Practice;                                                       the terms of this Agreement. The foregoing shall not apply to the
     (c) the performance of its obligations under this Agreement and              extent that (a) the Receiving Party needs to have or disclose (or
         Barclays' receipt and use of the Services, any Intellectual              have and disclose) Confidential Information of the Disclosing
         Property Rights provided or made available, any                          Party to any Affiliate, subcontractor, agent or employee of the

         11370470v1                                                     3                                                   Version Date: 1-7-11
     Receiving Party in order to fulfil its obligations, exercise its rights          of this Agreement (being a single event or a series of events
     under this Agreement or to receive the benefit of the Services; or               which are together a material breach) which is either not capable
     (b) any Supplier Confidential Information is embodied in or                      of being remedied, or, if the breach is capable of being remedied,
     otherwise incorporated into any Goods.                                           the Supplier fails to remedy such breach within 30 days after
                                                                                      receiving written notice requiring it to do so; and (b) the Supplier
16 Data Protection
                                                                                      is affected by an Insolvency Event.
16.1 The Supplier shall maintain any valid and up-to-date registration
                                                                               18.4   Any termination or expiry of this Agreement shall not affect any
     or notification required under the Data Protection Legislation.
                                                                                      accrued rights or liabilities of either party or the coming into force
16.2 The Supplier shall only Process Personal Data: (a) for the
                                                                                      or continuation in force of any other clauses and provisions of this
     purpose of providing Goods or Services (or both) to Barclays; or
                                                                                      Agreement which are expressly or by implication intended to
     (b) as otherwise expressly authorised by Barclays. The Supplier
                                                                                      come into force or continue in force on or after termination.
     shall not process the Personal Data outside the EEA without the
                                                                               18.5   Within 30 days after expiry or termination of this Agreement, the
     prior written consent of Barclays.
                                                                                      Supplier will return or destroy all Personal Data and any copies
16.3 The Supplier shall implement appropriate technical and
                                                                                      thereof, unless legislation or regulation prevents it doing so, in
     organisational measures to protect Personal Data against
                                                                                      which case the Supplier undertakes that it will no longer process
     unlawful Processing and against accidental loss, destruction,
                                                                                      such Personal Data and will comply with the provisions of clause
     damage, alteration or disclosure of the Personal Data including
                                                                                      15 (Confidentiality) in relation to such Personal Data such that
     encrypting all Personal Data stored processed on all digital or
                                                                                      the Personal Data remains confidential.
     electronic portable storage devices.
                                                                               18.6   On expiry or termination of this Agreement for whatever reason,
16.4 The Supplier shall promptly notify Barclays if: (a) the subject of
                                                                                      upon Barclays’ request at any time or as specified elsewhere in
     any Personal Data makes a written request to have access to
                                                                                      this Agreement, the Supplier shall, and shall procure that the
     Personal Data or any complaint or request relating to Barclays
                                                                                      Supplier Personnel shall;
     obligations under Data Protection Legislation; or (b) it becomes
                                                                                      (a) immediately, or as otherwise advised in writing by
     aware of any loss, damage, destruction, or unauthorised
                                                                                             Barclays, deliver up to Barclays, or any third party
     Processing or accidental disclosure of Personal Data.
                                                                                             nominated in writing by Barclays, all property belonging to
16.5 The Supplier agrees to indemnify and keep indemnified
                                                                                             Barclays (including any IT equipment, any access
     Barclays against all costs, claims, demands, liabilities,
                                                                                             credentials such as cards, keys or electronic fobs to
     expenses, damages or losses (including without limitation any
                                                                                             Barclays Premises, mobile phones, Confidential
     direct or indirect or indirect consequential losses, loss of profit
                                                                                             Information and Barclays data) which may be in the
     and loss of reputation, and all interest, penalties and legal and
                                                                                             possession of, or under the control of, the Supplier or any
     other professional costs and expenses) arising out of or in
                                                                                             of the Supplier Personnel (or both of them); and
     connection with any action in relation to a breach by the
                                                                                      (b) ensure that all IT access provided by or on behalf of
     Supplier of this clause 16.
                                                                                             Barclays to Barclays systems is fully and properly
17 Liability                                                                                 withdrawn (including changing any passwords or log-ins)
17.1 Neither party limits or excludes its liability: (a) in respect of any                   from all Supplier Personnel and that email accounts used
     deceit, theft, fraud or fraudulent misrepresentation by it or its                       by the Supplier Personnel are immediately terminated. If
     employees, and in the case of Supplier, by Supplier Personnel;                          any such property is in electronic form the Supplier shall
     (b) for death or personal injury caused by its negligence; (c)                          provide Barclays with unencrypted copies of the same on
     under clause 14.3 (Intellectual Property Rights); (d) for breach of                     magnetic media or, at Barclays option, via email if such
     clause 15 (Confidentiality); (e) for breach of clause 16 (Data                          information is capable of transmission by e-mail, and shall
     Protection ); or (f) to the extent such limitation or exclusion is not                  irretrievably destroy and delete copies so held.
     permitted by law.                                                         18.7   On earlier of expiry or termination of this Agreement (for
17.2 Subject to clauses 17.1, the maximum aggregate liability of the                  whatever reason), or the completion of the Services, (but
     Supplier to Barclays (other than liability covered by clause 17.1)               without prejudice to the Supplier's obligations under this
     shall in respect of each default be limited to 150% of the Charges               Agreement), any property of the Supplier shall be removed from
     paid or payable under this Agreement.                                            the relevant Barclays site within five days after the expiry or
17.3 Subject to clause 17.1, the maximum aggregate liability of                       termination of this Agreement or completion of the Services and
     Barclays and its Affiliates (other than liability covered by clause              the Supplier shall be liable for any storage charges and all risk,
     17.1) shall, in each Contract Year, be limited to the total Charges              including loss, damage and theft of such property from
     paid for Goods and Services under this Agreement during such                     termination or expiry of this Agreement until the removal of the
     Contract Year.                                                                   property of from the relevant Barclays site by the Supplier or the
17.4 Subject to clause 17.1, neither party will be liable to the other                Supplier Personnel.
     party for any indirect or consequential loss or damage including          18.8   Upon request by Barclays, the Supplier shall confirm in writing
     any indirect loss of business or profits, in each case whether                   to Barclays that it has complied fully with the provisions of
     arising from negligence, breach of contract or otherwise.                        clauses 18.6 and 18.7 above.
                                                                               18.9   This clause 18 shall survive the termination or expiry of this
18 Termination
18.1 This Agreement may be terminated for convenience by Barclays
     at any time by giving to the Supplier not less than 14 days prior         19 General
     written notice.                                                           19.1 Audit: The Supplier shall grant to Barclays the right to: (a)
18.2 This Agreement may be terminated by Barclays in accordance                     access any premises used by the Supplier to provide the
     with: (a) clause 7.10(d) (Delivery); and (b) clause 10.4 (Anti-                Services or from where the Services are managed or
     Bribery and Corruption);                                                       administered; (b) interview any Supplier Personnel, and (c) copy
18.3 The following events shall allow Barclays to terminate this                    any relevant record in order to audit the Supplier's compliance
     Agreement, in whole or in part, with immediate effect on giving                with this Agreement.
     written notice to the Supplier: (a) material breach by the Supplier

         11370470v1                                                        4                                                    Version Date: 1-7-11
19.2 Amendment and Variation: No variation to this Agreement shall           Signed by the parties or their duly authorised representatives on
     be valid unless it is in writing, expressed to amend this               the date of this Agreement.
     Agreement and signed by each of the parties to it.
19.3 Third Party Rights: Except as set out in this clause 19.3, a
     person who is not a party to this Agreement has no rights under         Signed by                                   ) ...............................
     the Contracts (Rights of Third Parties) Act 1999 to enforce any         duly authorised for and on behalf of        )
     term of this Agreement. Each and every obligation of the Supplier       Barclays Bank Plc                           ) ...............................
     under this Agreement is owed to Barclays and each Affiliate of
     Barclays who may enforce the terms of this Agreement under the          Signed by                                   ) ...............................
     Contracts (Rights of Third Parties Act 1999) and references to          duly authorised for and on behalf of        )
     Barclays in the context of the Supplier's obligations shall be          Supplier                                    ) ...............................
     construed accordingly. If a person who is not a party to this
     Agreement is stated to have the right to enforce any of its terms
     under the Contracts (Rights of Third Parties) Act 1999, the
     parties may rescind or vary this Agreement (and any documents
     entered into pursuant to or in connection with it) without the
     consent of that person.
19.4 Assignment and Subcontracting: The Supplier shall not be
     entitled to assign, transfer, subcontract or otherwise deal with its
     rights and obligations arising under or in connection with this
     Agreement without Barclays prior written consent.
19.5 Notices: All notices and consents to be given to a party under
     this Agreement shall be in writing in English and shall be marked
     for the attention of the person, and delivered by hand, sent by
     facsimile transmission or prepaid registered post to the address
     set out in the Signature Sheet.
19.6 Cumulative Rights: Except as expressly stated in this
     Agreement the rights of each party under this Agreement are
     cumulative and not exclusive of rights or remedies provided by
     law save to the extent that such rights are inconsistent with those
     rights as expressly set out in this Agreement.
19.7 Further Assurance: Each party shall, and the Supplier shall
     ensure that the Supplier Personnel and any its subcontractors
     shall, at the request and cost and expense of the other party, sign
     all documents and do all other acts, which may be necessary to
     give full effect to this Agreement.
19.8 Whole Agreement: Without prejudice to clause 17.1, this
     Agreement (together with all other documents to be entered into
     pursuant to it) sets out the entire agreement and understanding
     between the parties, and supersedes all proposals and prior
     agreements, arrangements and understandings between the
     parties, relating to its subject matter. Each party acknowledges
     that in entering into this Agreement it has not relied on any
     representation, warranty, collateral contract or other assurance
     (except those set out in this Agreement and the documents
     referred to in it) made by or on behalf of any other party before
     the Effective Date. Each party waives all rights and remedies
     which, but for this clause 19.8 might otherwise be available to it in
     respect of any such representation, warranty, collateral contract
     or other assurance.
19.9 Governing Law and Jurisdiction: This Agreement and any non-
     contractual obligations arising out of or in relation to this
     Agreement shall be governed by and will be interpreted in
     accordance with English law. All disputes arising out of or
     relating to this Agreement or any non-contractual obligations
     arising out of or relating to this Agreement shall be submitted to
     the exclusive jurisdiction of the English courts.

         11370470v1                                                     5                                                Version Date: 1-7-11

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