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					           CONTRACT No: XXXXX



     Department for Adult Social Care

Standard Terms and Conditions of Agreement

       Framework of Approved Providers
  Independent Support Planning and Brokerage
                  Services




                Schedule 6




                                    eastsussex.gov.uk
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                                            Terms and Conditions of Agreement

                                                              Table of Contents

The Agreement ......................................................................................................................... 5
1.     Background....................................................................................................................... 6
     1.1.    Agreement Period ...................................................................................................................6
     1.2.    Possible Extension of Agreement Period ................................................................................6


2.     General Provisions ........................................................................................................... 7
     2.1.    Definitions ................................................................................................................................7
     2.2.    Interpretation ...........................................................................................................................7
     2.3.    Entire Agreement ....................................................................................................................7
     2.4.    Scope of Agreement ...............................................................................................................7
     2.5.    Notices ....................................................................................................................................8
     2.6.    Conflicts of Interest..................................................................................................................8
     2.7.    Service Provider’s Obligations ................................................................................................9


3.     Statutory Obligations & Regulations............................................................................. 10
     3.1.    Fraud .....................................................................................................................................10
     3.2.    Corrupt Gifts and Fraud ........................................................................................................10
     3.3.    Equalities ...............................................................................................................................11
     3.4.    The Contract (Rights of Third Parties) Act 1999 ...................................................................12
     3.5.    Health & Safety .....................................................................................................................12
     3.6.    Human Rights Act .................................................................................................................12
     3.7.    Freedom of Information Act 2000 (FOIA) ..............................................................................12
     3.8.    Whistle Blowing .....................................................................................................................13
     3.9.    Working Time Directive .........................................................................................................13
     3.10.   Records & Information ..........................................................................................................13
     3.11.   Complaints Procedure & Representation ..............................................................................15
     3.12.   Staff .......................................................................................................................................15
     3.13.   Safeguarding Vulnerable Adults & Children (SVA) ...............................................................15
     3.14.   Criminal Records Bureau ......................................................................................................16
     3.15.   Registration of Care Staff ......................................................................................................17
     3.16.   Access to Premises by LINk Authorised Representative and Provision of Information                                                            to
                                                                                                                                              LINk 17


4.     Protection of Information ............................................................................................... 19
     4.1.    Data Protection Act (DPA) ....................................................................................................19
     4.2.    Data in Transit Policy ............................................................................................................19
     4.3.    Confidentiality ........................................................................................................................19
     4.4.    Protection of Personal Data ..................................................................................................21
     4.5.    Publicity, Media & Official Enquiries......................................................................................22
     4.6.    Intellectual Property Rights & Patents...................................................................................23
     4.7.    Audit & the National Audit Office ...........................................................................................24
     4.8.    Virus Protection .....................................................................................................................24
     4.9.    Mistakes in Information .........................................................................................................24
     4.10.   Section 182 of the Finance Acts 1989 ..................................................................................24


5.     Control of the Agreement............................................................................................... 25
     5.1.    Assignment & Sub-Contracting .............................................................................................25
     5.2.    Waiver ...................................................................................................................................25
     5.3.    Variation Procedure ..............................................................................................................25
     5.4.    Severability ............................................................................................................................26
     5.5.    Remedies Cumulative ...........................................................................................................26
     5.6.    Monitoring of service performance ........................................................................................26
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     5.7.    Authorised Officer..................................................................................................................26
     5.8.    Contract Management ...........................................................................................................26
     5.9.    The Service Standards ..........................................................................................................27
     5.10.   Novation ................................................................................................................................27
     5.11.   Information and Re-tendering ...............................................................................................28
     5.12.   Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) ...............28
     5.13.   Continuity Plan ......................................................................................................................29
     5.14.   Environmental Management Policy.......................................................................................29
     5.15.   Sustainable Procurement Policy ...........................................................................................30
     5.16.   Transport Requirements .......................................................................................................30


6.     Payments ........................................................................................................................ 31
     6.1.    Payment Arrangements ........................................................................................................31
     6.2.    VAT .......................................................................................................................................31
     6.3.    Other Agreement Price Consideration ..................................................................................31
     6.4.    Price Adjustment on Extension of Agreement Period ...........................................................32
     6.5.    Recovery of Sums Due .........................................................................................................32
     6.6.    Euro .......................................................................................................................................32
     6.7.    Payment of Subcontractors ...................................................................................................32
     6.8.    Standard Late Payments Agreement Clause ........................................................................32


7.     Liabilities ......................................................................................................................... 33
     7.1.    Indemnity Insurance ..............................................................................................................33
     7.2.    Warranties and Representation ............................................................................................34


8.     Default, Disruption, Early Review, Suspension & Termination ................................... 35
     8.1.    Termination on Change of Control & Insolvency ..................................................................35
     8.2.    Default ...................................................................................................................................35
     8.3.    Persistent Default & Early Review ........................................................................................36
     8.4.    Suspension ............................................................................................................................36
     8.5.    Termination on Default ..........................................................................................................37
     8.6.    Break .....................................................................................................................................38
     8.7.    Consequences of Termination ..............................................................................................38
     8.8.    Disruption ..............................................................................................................................38
     8.9.    Recovery upon Termination ..................................................................................................39
     8.10.   Force Majeure .......................................................................................................................39


9.     Disputes & Law ............................................................................................................... 41
     9.1.    Governing Law ......................................................................................................................41
     9.2.    Dispute Resolution ................................................................................................................42
     9.3.    The Council’s Functions as a Local Authority .......................................................................42
     9.4.    Conclusion of Agreement ......................................................................................................42


Definition of Terms ................................................................................................................. 43


Contract Summary Form ....................................................................................................... 49


Specification ........................................................................................................................... 51




                                                            BLANK PAGE
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This Agreement is dated 30th June 2011

It is between:

EAST SUSSEX COUNTY COUNCIL,
Adult Social Care,
PO Box 5, County Hall, St Anne’s Crescent, Lewes, East Sussex BN7 1BR
(referred to in this Agreement as ‘The Council’) and

SERVICE PROVIDER NAME
XXXXXXXXX
(referred to in this Agreement as ‘the Service Provider’).

Signed by an Authorised Officer of the Service Provider,
and an Authorised Officer of the Council:



Signature                                          Signature
                 …………………………………..                                    …………………………………..
Name                                               Name
                 …………………………………..                                    …………………………………..
Designation                                        Designation
                 …………………………………..                                    …………………………………..
Date                                               Date
              …………………………………..                                     …………………………………..
         For: Service Provider                               For: Director of Adult Social Care
                                                                  East Sussex County Council
                                                                  PO Box 5, County Hall
                                                                  St Anne’s Crescent
                                                                  Lewes
                                                                  East Sussex
                                                                  BN7 1UE

         Tel:                                                Tel: 01273 481000
       Email:                                              Email: contractsforservices@eastsussex.gov.uk




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1. Background
1.1.       Agreement Period

1.1.1. The contract covers the period stated in the Contract Summary Form.

1.2.       Possible Extension of Agreement Period

1.2.1. The Council may negotiate with the Service Provider to extend this Agreement for a
       further period of up to 1 year, subject to:

              1.2.1.1.      The Council’s standing orders;

              1.2.1.2.      The European Union procurement law;

              1.2.1.3.      The Council’s commissioning strategy and direction, procurement plans
                            and market conditions;

              1.2.1.4.      The Government grant settlements;

              1.2.1.5.      A satisfactory performance by the Service Provider during the Agreement
                            period.

1.2.2. Where following a service review and negotiation, the Council wishes to extend the
       Agreement, the Council will give notice to the Service Provider of its intentions before the
       end of the Agreement period. The agreed terms and conditions in this Agreement will
       apply throughout any such extended period.




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2. General Provisions
2.1.       Definitions

2.1.1. The definitions used in this Agreement are set out in Appendix 1 attached to these terms
       and conditions.

2.2.       Interpretation

2.2.1. The interpretation and construction of this Agreement shall be subject to the following
       provisions:

              2.2.1.1.      words importing the feminine includes a reference to the masculine and
                            the neuter;

              2.2.1.2.      words importing the singular include where the context so admits the
                            plural meaning and vice versa;

              2.2.1.3.      references to any person shall include natural persons and partnerships,
                            firms and other incorporated bodies and all other legal persons of
                            whatever kind and however constituted;

              2.2.1.4.      reference to a Clause is a reference to a paragraph within a Condition
                            unless stated otherwise;

              2.2.1.5.      the headings in this Agreement are for ease of reference only and shall
                            not affect the interpretation or construction of this Agreement;

              2.2.1.6.      any reference in this Agreement to any enactment, order, regulation or
                            other similar instrument is to be taken to mean a reference to any such
                            legislation or other similar instrument which is in force for the time being.
                            This includes (for as long as they are in force);

              2.2.1.7.      any amendments or modifications to any such legislation or other similar
                            instrument; and

              2.2.1.8.      any re-establishment / amendments of any such legislation or other
                            similar instrument. Reference to a Condition is a reference to the whole
                            of that Condition unless stated otherwise.

2.3.       Entire Agreement

2.3.1. The Agreement constitutes the entire Agreement between the Parties relating to the
       subject matter of the Agreement. The Agreement supersedes all prior negotiation,
       representations and undertakings, whether written or oral, except that this Clause shall
       not exclude liability in respect of any fraudulent misrepresentation.

2.3.2. In the event and only to the extent of any conflict between the Specification, Invitation to
       Applicants, Provider’s Application and other supporting documents, these Conditions
       shall prevail.

2.4.       Scope of Agreement

2.4.1. Nothing in the Agreement shall be construed as creating a partnership, a contract of
       employment or a relationship of principal and agent between the Council and the Service
       Provider.


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2.4.2. In addition, the Service Provider must not enter into any Contract or Agreement on the
       Council’s behalf or on behalf of any of the Service Users, or in any way claim that the
       Service Provider is authorised to do so. This includes not binding the Council or any of
       the Service Users to carrying out, varying, releasing or discharging any obligation,
       whether or not by way of a formal Agreement or Contract.

2.5.       Notices

2.5.1. Except as otherwise expressly provided within the Agreement, no notice or other
       communications from one Party to the other shall have any validity under the Agreement
       unless made in writing by or on behalf of the Party concerned and can only be sent by:

              2.5.1.1.      recorded delivery service or registered post;

              2.5.1.2.      personal delivery (sent by hand); or

              2.5.1.3.      facsimile transmission or electronic mail, (confirmed in either case by
                            letter) except where notices or other communication need to be signed.

2.5.2. For the purposes of sending written notice or other communication by recorded delivery
       post, personal delivery, email or facsimile, the Council’s address, email and facsimile
       number are set out in the Agreement Summary Form. All notices and communications
       must be sent to the Authorised Officer.

2.5.3. If the Council’s address, email or facsimile number changes, the Council must notify the
       Service Provider in accordance with this Clause 2.5 (Notices).

2.5.4. For the purposes of sending written notice or other communication by recorded delivery
       post, personal delivery, email or facsimile, the Service Provider’s address, email and
       facsimile number are set out in the Contract Summary Form (Schedule 2). All notice and
       communications must be sent to the Contract Manager.

2.5.5. If the Service Provider’s address, email or facsimile number changes, the Service
       Provider must notify the Council in accordance with this Clause 2.5 (Notices).

2.5.6. Subject to Clause 2.5.7 all notices and communications shall be deemed to have been
       served:

              2.5.6.1.      provided that the relevant communication is not refused as undelivered;

              2.5.6.2.      if posted, the notice or communication shall be deemed to have been
                            given two (2) working days after the day on which the letter was posted;

              2.5.6.3.      if personally delivered, on the date of delivery; or

              2.5.6.4.      four (4) hours in the case of electronic mail or facsimile or sooner where
                            the other Party acknowledges receipt of such letters, facsimile
                            transmission or item of electronic mail.

2.5.7. Notwithstanding Clause 2.5.6.4, if by applying its provisions a notice is deemed to have
       been served on a day which is not a working day or it is not received between the hours
       of 9am to 5pm on a working day then it shall be deemed to have been served on the
       next working day.

2.6.       Conflicts of Interest

2.6.1. The Service Provider shall take appropriate steps to ensure that neither its organisation,
       nor any employee, servant, agent, supplier or sub-contractor is placed in a position
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         where there is or may be an actual conflict, or a potential conflict, between its financial or
         personal interests or those of such persons and the duties owed to the Council under the
         provisions of the Agreement. The Service Provider will disclose to the Council full
         particulars of any such conflict of interest which may arise.

2.6.2. The provisions of this Condition shall apply during the continuance of this Agreement
       and indefinitely after termination.

2.7.       Service Provider’s Obligations

2.7.1. The Service Provider shall perform its obligations under the Agreement in accordance
       with these Conditions.




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3. Statutory Obligations & Regulations
The Service Provider shall comply with all statutory and other provisions to be observed and
performed in connection with the Service and shall indemnify the Council against any claims
made as a result of any failure in compliance.

3.1.       Fraud

3.1.1. The Service Provider shall safeguard the Council’s funding of the Agreement against
       fraud generally and, in particular, fraud on the part of the staff, or its Directors and
       suppliers. The Service Provider shall notify the Council immediately if there is reason to
       suspect that any fraud has occurred or is occurring or is likely to occur.

3.2.       Corrupt Gifts and Fraud

3.2.1. Neither the Service Provider (nor anyone acting on the Service Provider’s behalf or to
       the Service Provier’s knowledge) shall:

              3.2.1.1.      offer, give or agree to give to any employee of the Council or any other
                            person any gift or consideration at any time as an inducement or reward;

                   3.2.1.1.1.         for doing or not doing any act in relation to the obtaining or
                                      performance of the Agreement or any other contract with the
                                      Council; or

                   3.2.1.1.2.         for showing or not showing favour or disfavour to any person in
                                      relation to the Agreement or any other contract with the Council;

              3.2.1.2.      enter into the Agreement or any other contract with the Council in
                            connection with which commission has been paid or has been agreed to
                            be paid by the Service Provider (or anyone acting on its behalf or to its
                            knowledge) unless (before such contract is made) particulars of any such
                            commission have been disclosed in writing to the Council;

              3.2.1.3.      fix or adjust the amount of the Service Provider’s tender for the
                            Agreement by or in accordance with any Agreement, contract or
                            arrangement with any other person;

              3.2.1.4.      communicate to any person other than the Council the amount or
                            approximate amount of his proposed prices for the Agreement (except
                            where such disclosure is made in confidence in order to obtain quotations
                            necessary for the preparation of the tender or for insurance purposes); or

              3.2.1.5.      enter into any Agreement or arrangement with any other person that the
                            Service Provider shall refrain from tendering or as to the amount of any
                            tender submitted for this Agreement.

3.2.2. If the Service Provider (or anyone acting on its behalf or to its knowledge) does any of
       the acts referred to in this Clause 3.2 or commits any offence under the Prevention of
       Corruption Acts 1889 to 1916, under section 117(2) of the Local Government Act 1972,
       under legislation creating offences in respect of fraudulent acts, at common law in
       respect of fraudulent acts in relation to this Agreement or any other agreement or
       contract with the Authority, or defrauding or attempting to defraud or conspiring to
       defraud the Council, the Council shall be entitled:

              3.2.2.1.      to require the Service Provider to procure the termination of any sub-
                            contract or agency contract if the relevant act is that of its Sub-Contractor

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                            or agent and to require the Service Provider to procure the performance
                            of such service by another person within 30 days of notice of the breach;

              3.2.2.2.      to require the Service Provider to procure the termination of any employee
                            if the relevant act is that of the said employee within 30 days of notice of
                            the breach; and

              3.2.2.3.      if the Service Provider fails to procure such termination in Clauses 3.2.2.1
                            or 3.2.2.2, or if the act is the act of the Service Provider (or anyone acting
                            on its behalf or to its knowledge) to terminate the Agreement.

3.2.3. The Service Provider shall promptly inform the Council of the suspected or actual
       occurrence of any such prohibited act or offence of which the Service Provider has
       become aware.

3.2.4. If the Council terminates the Agreement pursuant to this Clause the Council shall be
       entitled to recover from the Service Provider the amount of any loss resulting from such
       termination, and any clause in the Agreement limiting its liability shall not apply to this
       Clause.

3.3.       Equalities

3.3.1. The Contractor shall:

              3.3.1.1.      comply with and maintain policies to ensure that it and its sub-contractors
                            comply with their and Council’s statutory obligations under the Equality
                            Act 2010, and any regulations made thereunder, and to take all
                            reasonable steps to secure that all servants, employees, or agents of the
                            Contractor and its sub-contractors do not unlawfully discriminate against
                            any person in decisions to recruit, train, promote, discipline, or dismiss in
                            the provision of the Services (whether in relation to age, disability, gender
                            reassignment, pregnancy and maternity, marriage or civil partnership,
                            race, religion or belief, sex, and sexual orientation, or otherwise);

              3.3.1.2.      comply with the Council’s reasonable requirements from time to time in
                            relation to the elimination of unlawful discrimination and promotion of
                            equality of opportunity, and fostering good relations in connection with
                            age, disability, gender reassignment, pregnancy and maternity, race,
                            religion or belief, sex, and sexual orientation;

              3.3.1.3.      provide such information as the Council may reasonably require for the
                            purpose of assessing the Contractor’s compliance with this Clause 3.3
                            including, if requested, recruitment advertisements or other literature and
                            details monitoring applicants and employees;

              3.3.1.4.      take all reasonable steps to procure the observance of the provisions of
                            this Clause 3.3 in the provision of the Services by all servants,
                            employees, agents and consultants of the Contractor and its sub-
                            contractors.

3.3.2. In the event of any finding of unlawful age, disability, gender reassignment, pregnancy
       and maternity, race, religion or belief, sex, and sexual orientation discrimination being
       made against the Contractor or its sub-contractors during the period of this Contract by
       any court or tribunal, or of an adverse finding in any formal investigation by the
       Commission for Equality and Human Rights over the same period, the Contractor shall
       inform the Council of this finding forthwith and shall (but, in the event of an appeal, only
       after the final and unsuccessful outcome of the appellate process) take appropriate steps

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         to the reasonable satisfaction of the Council to prevent repetition of the unlawful
         discrimination.

3.4.       The Contract (Rights of Third Parties) Act 1999

3.4.1. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

3.5.       Health & Safety

3.5.1. The Service Provider shall take all necessary measures to comply with the requirements
       of the Health & Safety at Work Act 1974 and any other acts, orders, regulations and
       codes of practise relating to health and safety, which may apply to staff and other
       persons working on the premises in the performance of the Agreement.

3.5.2. The Service Provider shall promptly notify the Council of any health and safety hazards
       which may arise in connection with the performance of the Agreement.

3.5.3. The Council shall promptly notify the Service Provider of any health and safety hazards
       which may exist or arise at the Service User’s premises and which may affect the
       Service Provider in the performance of the Agreement.

3.5.4. While on the Service User’s premises, the Service Provider shall comply with any health
       and safety measures implemented by the Council in respect of staff and other persons
       working on those premises.

3.5.5. The Service Provider shall notify the Council immediately in the event of any incident
       occurring in the performance of the Agreement on the Service User’s premises where
       that incident causes any personal injury or damage to property which may give rise to
       personal injury.

3.5.6. The Service Provider shall ensure that its current health and safety policy statement (as
       required by the Health and Safety at Work Act 1974) is made available to the Council on
       request.

3.6.       Human Rights Act

3.6.1. The Service Provider shall comply with the Human Rights Act 1998 and any regulations
       or code of practice made thereunder (“the statutory provisions”) and in carrying out such
       obligations shall act as though the statutory provisions relating to public authorities
       applied to the Service Provider and shall indemnify the Council in respect of all actions,
       claims, liabilities and demands arising out of any breach by the Service Provider.

3.7.       Freedom of Information Act 2000 (FOIA)

3.7.1. The Service Provider acknowledges that the Council is subject to the requirements of the
       FOIA and the Environmental Information Regulations and shall assist and cooperate with
       the Council to enable the Council to comply with its Information disclosure obligations.

3.7.2. The Service Provider shall ensure that its Sub-Contractors shall:

              3.7.2.1.      transfer to the Council all Requests for Information that it receives as soon
                            as practicable and in any event within two (2) Working Days of receiving a
                            Request for Information;

              3.7.2.2.      provide the Council with a copy of all information in its possession, or
                            power in the form that the Council requires within five (5) Working Days
                            (or such other period as the Council may specify) of the Council’s request;
                            and
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              3.7.2.3.      provide all necessary assistance as reasonably requested by the Council
                            to enable the Council to respond to the Request for Information within the
                            time for compliance set out in section 10 of the FOIA or regulation 5 of the
                            Environmental Information Regulations.

3.7.3. The Council shall be responsible for determining at its absolute discretion and
       notwithstanding any other provision in the Agreement or any other Contract whether the
       Confidential Information and/or any other information is exempt from disclosure in
       accordance with the FOIA or the Environmental Information Regulations.

3.7.4. In no event shall the Service Provider respond directly to a Request for Information
       unless expressly authorised to do so by the Council.

3.7.5. The Service Provider acknowledges that (notwithstanding the provisions of Clause 3.7)
       the Council may, acting in accordance with the Department of Constitutional Affairs’
       Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of
       the Freedom of Information Act 2000 (“the Code”), be obliged under the FOIA, or the
       Environmental Information Regulations to disclose information concerning the Service
       Provider or the Services:

              3.7.5.1.      in certain circumstances without consulting the Service Provider; or

              3.7.5.2.      following consultation with the Service Provider and having taken the
                            Service Provider’s views into account; provided always that where Clause
                            3.7.1 applies the Council shall, in accordance with any recommendations
                            of the Code, take reasonable steps, where appropriate, to give the
                            Service Provider advance notice, or failing that, to draw the disclosure to
                            the Service Provider’s attention after any such disclosure.

3.7.6. The Service Provider will ensure that all information is retained for disclosure and shall
       permit the Council to inspect such records as requested from time to time.

3.8.       Whistle Blowing

3.8.1. The Service Provider must ensure that the Council’s Chief Executive, Director of
       Corporate Resources, Monitoring Officer and Assistant Director (Audit & Performance)
       are authorised as persons to whom the Service Provider’s staff may make a qualifying
       disclosure under the Public Interest Disclosure Act 1998 and declare that any of its staff
       making a protected disclosure (as defined by the said Act) shall not be subjected to any
       detriment. The Service Provider shall further declare that any provision in the Agreement
       purporting to preclude a member of its staff from making a protected disclosure is void.

3.9.       Working Time Directive

3.9.1. The Working Time Directive 1998 restricts an employee’s working week to 48 hours
       average over a 17 week period.

3.9.2. The Service Provider must ensure that all its working hour arrangements comply with
       current legislation.

3.10.      Records & Information

3.10.1. The Service Provider must compile and maintain such information as the Council may
        reasonably require to enable submission to the Department of Health (DoH) and/or the
        Department of Communities & Local Government (DCLG) any information or data
        required for the purposes of evaluating the Performance Indicators. In specifying the
        information to be compiled and maintained for this purpose the Council will have regard
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         to any directions or guidance which the DOH and/or DCLG may issue relating to the form
         and extent of such information.

3.10.2. The Service Provider must make available the information referred to in Clause 3.10.1 at
        intervals as the Council may reasonably require starting from the commencement date
        having regard to any directions or guidance which the DOH and/or DCLG may issue on
        this matter.

3.10.3. In addition, at the Council’s reasonable request (but subject to Clauses 4.1 (Data
        Protection Act) and 4.3 (Confidentiality) the Service Provider must provide the Council
        with:

              3.10.3.1.     all other information which the Council may reasonably require for the
                            purpose of assessing how the Service Provider is carrying out the
                            obligations under the Agreement and the safety and welfare of the
                            Service User; and

              3.10.3.2.     information on, and the names of, the Service Users.

3.10.4. Notwithstanding Clause 4.1 (Data Protection Act), the Service Provider must allow the
        Authorised Officer or any authorised person together with appropriate staff, at all
        reasonable times to inspect or witness the provision of the Services.

3.10.5. In inspecting or witnessing the provision of the Services the Council will have proper
        regard to the nature of the Service being provided, particularly where this involves
        victims of domestic violence or other sensitive Services for vulnerable client groups.

3.10.6. The Service Provider must notify the Council if:

              3.10.6.1.     as a result of any misconduct or mismanagement on the Service
                            Provider’s part or on the part of any person employed by the Service
                            Provider, a Regulatory Body directs an inquiry into, or makes an order of
                            any kind in relation to its affairs; or

              3.10.6.2.     any registration which the Service Provider must maintain in order to
                            provide any of the Services is withdrawn or cancelled or is threatened to
                            be withdrawn or cancelled;

              3.10.6.3.     there is an intention to change who controls the majority of the shares in,
                            or the voting rights amongst shareholders or members of its organisation;

              3.10.6.4.     the Service Provider intends to merge with another organisation;

              3.10.6.5.     the Service Provider intends to transfer its engagements to another
                            organisation; or

              3.10.6.6.     the Service Provider intends to transfer its business to another
                            organisation.

3.10.7. If the Service Provider fails to provide all the information referred to in Clause 3.10 by the
        date on which it is due either in accordance with the directions or guidance of the DOH
        and DCLG or in accordance with a written request from the Council giving the Service
        Provider a reasonable time in which to supply it then:

3.10.8. The Council may implement the Default procedure under Clause 8.2 (Default).

3.10.9. If the Service Provider is notified by the CQC that its Star Rating falls, or is likely to fall
        below a 2 Star Rating, the Service Provider shall notify the Council within 7 days.
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3.11.      Complaints Procedure & Representation

3.11.1. The Service Provider shall have a written Complaints Procedure, made available to
        Service Users. Provision of information regarding the procedure should take account of
        Service Users’ communication needs and support Service Users to understand it where
        appropriate. The Service Provider will show evidence of promoting a climate of
        welcoming Service Users’ comments and involvement.

3.11.2. The Service Provider’s written Complaints Procedure must also comply with all the
        requirements of any Statutory Regulatory Body to which the Service Provider is subject,
        including any change in such requirements.

3.11.3. At the Council’s reasonable request, the Service Provider must supply the Council with a
        copy of its records relating to complaints made in relation to the Services, any remedial
        action taken and its response.

3.12.      Staff

3.12.1. The Service Provider must employ sufficient numbers of people of sufficient and
        appropriate ability, skill, knowledge, training or experience so as to properly provide, and
        to supervise the proper provision of the Services.

3.12.2. If it is a statutory requirement, the Service Provider must carry out checks with the
        Independent Safeguarding Authority and Criminal Records Bureau on all staff employed
        or volunteers (if any) engaged to provide, or supervise the provision of the Services.

3.12.3. Staff recruitment shall be subject to fair selection and appointment procedures and
        thorough vetting processes. Where there may be unsupervised access to children and
        vulnerable adults, the Service Provider shall observe the Independent Safeguarding
        Authority’s Protection Procedure (Clause 3.13).

3.12.4. All staff involved with the direct provision of care and support Services shall hold a
        current Enhanced CRB certificate which shall be renewed every 3 years.

3.12.5. All newly recruited staff will be required to have a new Enhanced CRB certificate before
        they are involved with the direct provision of care and support Services.             CRB
        certificates are not to be used where staff transfer from one Service Provider to another.

3.12.6. From July 2010, all new and transferring staff shall be registered with the Independent
        Safeguarding Authority. After July 2010, the Independent Safeguarding Authority will
        introduce a timetable for registering all care staff including volunteers.

3.13.      Safeguarding Vulnerable Adults & Children (SVA)

3.13.1. The Service Provider shall co-operate with representatives of the Council in any
        investigation carried out in relation to the Council’s statutory duties e.g. safeguarding
        vulnerable adults and children.

3.13.2. The Service Provider shall hold a copy of, and be familiar with, the current Sussex Multi-
        Agency Policy and Procedures for Safeguarding Vulnerable Adults and Sussex Child
        Protection and Safeguarding Procedures. A copy of these documents shall be held by
        managers in all local offices. The Service Provider shall have internal procedures in
        place, and ensure staff are appropriately trained to respond effectively, efficiently and
        professionally to Child and Adult Safeguarding concerns relating to all Customers to
        whom they provide a Service.
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3.13.3. The Service Provider shall operate in accordance with the requirements of the
        Independent Safeguarding Authority and the Vetting and Barring Scheme in relation to
        both checking potential staff and reporting concerns to the appropriate bodies.

3.13.4. The Council may, at any time require the removal of a care or support worker from duties
        under the Agreement during an investigation into the conduct of that worker, pending the
        outcome of the investigation.

3.14.      Criminal Records Bureau

The Contractor shall procure that:

3.14.1. In respect of all potential staff or persons performing any of the Services [(other than
        Relevant Employees/Transferring Employees)] (each a Named Employee) before a
        Named Employee begins to attend any Site to perform any of the Services:

              3.14.1.1.     the Contractor shall comply with the Council’s guidance for Criminal
                            Record Bureau (CRB) Checks for Contractors’ or such other guidance as
                            may replace the same from time to time;

              3.14.1.2.     the Contractor shall comply with all relevant requirements of the
                            Safeguarding Vulnerable Groups Act 2006 and regulations made
                            thereunder in respect of any person employed or engaged by the
                            Contractor or on the Contractor’s behalf to perform the Services, including
                            and not limited to checking with the Independent Safeguarding Authority
                            whether such persons are barred from working, or seeking work, with
                            children or vulnerable adults.

3.14.2. Where a Named Employee will be undertaking a regulated or controlled activity, as
        defined by the Safeguarding Vulnerable Groups Act 2006, and in any regulations or
        guidance made thereunder, then the Contractor must ensure that:

              3.14.2.1.     each Named Employee is questioned as to whether he or she has any
                            convictions or cautions;

              3.14.2.2.     the results are obtained of a check of the most extensive available kind
                            made with the Criminal Records Bureau in accordance with Part V of the
                            Police Act 1997 in respect of each Named Employee (Criminal Records
                            Bureau Check). The check for each Named Employee shall include:

                   3.14.2.2.1.        a search of the list held pursuant to the Protection of Children Act
                                      1999 (including any new list replacing the same in accordance
                                      with the Safeguarding Vulnerable Groups Act 2006 and
                                      regulations made thereunder) where the performance of the
                                      Services may involve contact with children; and/or

                   3.14.2.2.2.        a search of the list held pursuant to Part VII of the Care Standards
                                      Act 2000 (including any new list replacing the same in accordance
                                      with the Safeguarding Vulnerable Groups Act 2006 and
                                      regulations made thereunder) where the performance of the
                                      Services may involve contact with vulnerable adults;

              3.14.2.3.     no person who discloses any Convictions, Cautions or Asbos, or who is
                            found to have any Convictions, Cautions, pending investigations, or other
                            disclosed information which may affect their suitability to work with
                            children or vulnerable adults following the results of a Criminal Records
                            Bureau Check, is employed or engaged to perform Services for the
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                            Council without the Council’s prior written consent (such consent not to be
                            unreasonably withheld or delayed).

3.14.3. The Contractor must provide the Council with written confirmation that a CRB check has
        been completed, and that this has not revealed any matter affecting the suitability of the
        person to work with children or vulnerable adults as referred to in sub-clause (c) above,
        or prior written consent of the Council has been obtained, in accordance with the
        Council’s guidance for ‘Criminal Record Bureau (CRB) Checks for Contractors’ or such
        other guidance as may replace the same from time to time.

3.14.4. The Contractor shall procure that in respect of all named employees, a Criminal Records
        Bureau check is undertaken every three years. The Contractor shall procure that the
        Council is kept advised at all times of any Named Employee who, subsequent to the
        commencement of the Services for the Council, receives a Conviction, Caution, or
        whose previous convictions becomes known to the Contractor, or in respect of which
        information relating to pending investigations, or other disclosed information that may
        affect their suitability to work with children or vulnerable adults becomes known to the
        Contractor.

3.14.5. The Contractor must have undertaken and be prepared to evidence to the Council
        forthwith on request in respect of each Named Employee the criminal records bureau
        check number, and issue date. The Contractor shall be responsible for obtaining any
        necessary consent from the Named Employee for disclosure of such evidence to the
        Council.

“Caution” means a caution given to a person in England and Wales or Northern Ireland in
respect of an offence which, at the time when the caution is given, he has admitted.

3.15.      Registration of Care Staff

3.15.1. From October 2009, the Independent Safeguarding Authority will be fully in operation
        and Service Providers will operate in line with any changes in statutory requirements.

3.15.2. In July 2010, all new and transferring Care Staff will need to be registered with the
        Independent Safeguarding Authority.

3.16.      Access to Service Provider Premises by LINk Authorised Representative and
           Provision of Information to LINk

3.16.1. The Service Provider shall at all times during the Agreement have regard to and comply
        with the requirements of the Local Government and Public Involvement in Health Act
        2007, the Local Involvement Networks (Duty of Service Providers to Allow Entry)
        Regulations 2008 and other related legislation so far as these may apply to the Service.

3.16.2. Where the Service Provider receives a request for information from the LINk (“the
        Requesting Person”), the Service Provider must respond in accordance with the
        requirements of this Condition.

3.16.3. If the Service Provider holds the information requested, and it is not Exempt Information,
        the Service Provider must provide that information to the Requesting Person within 20
        working days following the date of receipt by the Service Provider of the request for
        information.

3.16.4. If the Service Provider holds the information and it is Exempt Information (as defined by
        Local Government and Public Involvement in Health Act 2007), the Service Provider
        must:


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              3.16.4.1.     if the information is Exempt Information because it is capable of
                            identifying a living individual, provide the information requested to the
                            Requesting Person in a form in which the identity of the individual cannot
                            be ascertained within 20 working days following the date of receipt by the
                            Service Provider of the request for information; or

              3.16.4.2.     in any other case, within 20 working days following the date of receipt by
                            the Service Provider of the request for information, notify the Requesting
                            Person that the Service Provider is not required to disclose the
                            information requested.

3.16.5. If the Service Provider does not hold the information, the Service Provider must notify the
        Requesting Person of this within 20 working days following the date of receipt by the
        Service Provider of the request for information.

3.16.6. The Service Provider is only required to provide information or notify the Requesting
        Person where:

              3.16.6.1.     the request for information is made in writing; and

              3.16.6.2.     the information requested is, in the opinion of the Requesting Person,
                            necessary for the effective carrying on of the activities specified in section
                            221(2) of the Local Government and Public Involvement in Health Act
                            2007 that the Requesting Person is to carry on pursuant to arrangements
                            made under section 221(1) of the Act.




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4. Protection of Information
4.1.       Data Protection Act (DPA)

4.1.1. The Service Provider (and any of its staff involved in the provision of the Agreement)
       shall be registered under the Data Protection Act 1998 (“DPA”) and both Parties will duly
       observe all their obligations under the Act which arise in connection with the Agreement.

4.1.2. Notwithstanding the general obligation in Clause 4.1 where the Service Provider is
       processing personal data (as defined by the DPA) as a data processor for the Council
       (as defined by the DPA) the Service Provider shall ensure that it has in place appropriate
       technical and organisation measures to ensure the security of the personal data (and to
       guard against unauthorised or unlawful processing of the personal data against
       accidental loss or destruction of, or damage to, the personal data), as required under the
       Seventh Data Protection Principle in Schedule 1 to the DPA and shall:

              4.1.2.1.      provide the Council with such information as the Council may reasonably
                            require to satisfy itself that the Service Provider is complying with its
                            obligations under the DPA;

              4.1.2.2.      promptly notify the Council of any breach of the security measures
                            required to be put in place pursuant to Clause 4.1.2;

              4.1.2.3.      ensure that the Service Provider does nothing knowingly or negligently
                            which places the Council in breach of its obligations under the DPA.

4.1.3. Provision of this Condition shall apply during the continuance of the Agreement and
       indefinitely after its expiry or termination.

4.2.       Data in Transit Policy

4.2.1. The Service Provider shall comply, and shall procure the compliance of its employees,
       agents, consultants and Service Providers with the Council’s Security Policy.

http://esccintranet/home/socserv/guidance_and_info/Security/IG%20docs/Information%20Securi
ty/301EndorsedASCCS%20ISPolicyFront%20Page.doc

4.2.2. The Service Provider shall permit the Council or the Council’s representative (subject to
       reasonable and appropriate confidentiality undertakings), to inspect and audit, the
       Service Provider’s activities (and/or those of its agents, subsidiaries and Sub-Service
       Providers) and comply with all reasonable requests or directions by the Council to enable
       the Council to verify and/or procure that the Service Provider is in full compliance with its
       obligations in respect of the Security Policy under the Agreement.

4.3.       Confidentiality

4.3.1. Except to the extent set out in this condition or where disclosure is expressly permitted
       elsewhere in the Agreement, each party shall:

              4.3.1.1.      treat the other party's Confidential Information as confidential and
                            safeguard it accordingly; and

              4.3.1.2.      not disclose the other party's Confidential Information to any other person
                            without the owner's prior written consent.

4.3.2. Clause 4.3.1 shall not apply to the extent that:


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              4.3.2.1.      such disclosure is a requirement of Law placed upon the party making the
                            disclosure, including any requirements for disclosure under the FOIA, or
                            the Environmental Information Regulations pursuant to Clause 3.7
                            (Freedom of Information);

              4.3.2.2.      such information is in the possession of the party making the disclosure
                            without obligation of confidentiality prior to its disclosure by the
                            information owner;

              4.3.2.3.      such information is obtained from a third party without obligation of
                            confidentiality;

              4.3.2.4.      such information is already in the public domain at the time of disclosure
                            otherwise than by a breach of the Agreement; or

              4.3.2.5.      it is independently developed without access to the other party’s
                            Confidential Information.

4.3.3. The Service Provider may only disclose the Council's Confidential Information to the
       employees, agents, consultants and Sub-contractors of the Service Provider who are
       directly involved in the provision of the Services and who need to know the information,
       and shall ensure that such employees, agents, consultants and Sub-contractors of the
       Service Provider are aware of and shall comply with these obligations as to
       confidentiality.

4.3.4. The Service Provider shall not, and shall procure that the employees, agents,
       consultants of the Service Provider do not, use any of the Council's Confidential
       Information received otherwise than for the purposes of the Agreement.

4.3.5. Nothing in the Agreement shall prevent the Council from disclosing the Service
       Provider's Confidential Information:

              4.3.5.1.      to any Crown Body or any other Purchasing Authority. All Crown Bodies
                            or Purchasing Authorities receiving such Confidential Information shall be
                            entitled to further disclose the Confidential Information to other Crown
                            Bodies or other Purchasing Authorities on the basis that the information is
                            confidential and is not to be disclosed to a third party which is not part of
                            any Crown Body or any Purchasing Authority;

              4.3.5.2.      to any consultant, Service Provider or other person engaged by the
                            Council or any person conducting an Office of Government Commerce
                            gateway review;

              4.3.5.3.      for the purpose of the examination and certification of the Council's
                            accounts or any other examination pursuant to the Audit Commission Act
                            1998; or

              4.3.5.4.      for any examination pursuant to Section 6(1) of the National Audit Act
                            1983 of the economy, efficiency and effectiveness with which the Council
                            has used its resources.

4.3.6. The Council shall use all reasonable endeavours to ensure that any government
       department, Purchasing Authority, employee, or third party to whom the Service
       Provider's Confidential Information is disclosed pursuant to this condition is made aware
       of the Council's obligations of confidentiality.

4.3.7. Nothing in this Condition shall prevent either party from using any techniques, ideas or
       know-how gained during the performance of the Agreement in the course of its normal
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         business to the extent that this use does not result in a disclosure of the other party's
         Confidential Information or an infringement of intellectual property rights.

4.4.       Protection of Personal Data

4.4.1. With respect to the parties' rights and obligations under the Agreement, the parties agree
       that the Council is the Data Controller and that the Service Provider is the Data
       Processor.

4.4.2. The Service Provider shall:

              4.4.2.1.      process the Personal Data only in accordance with instructions from the
                            Council (which may be specific instructions or instructions of a general
                            nature as set out in the Agreement or as otherwise notified by the Council
                            to the Service Provider);

              4.4.2.2.      process the Personal Data only to the extent, and in such manner, as is
                            necessary for the provision of the Services or as is required by Law or any
                            Regulatory Body;

              4.4.2.3.      implement appropriate technical and organisational measures to protect
                            the Personal Data against unauthorised or unlawful processing and
                            against accidental loss, destruction, damage, alteration or disclosure.
                            These measures shall be appropriate to the harm which might result from
                            any unauthorised or unlawful processing, accidental loss, destruction or
                            damage to the Personal Data and having regard to the nature of the
                            Personal Data which is to be protected;

              4.4.2.4.      take reasonable steps to ensure the reliability of any employees, agents,
                            consultants and Sub-contractors of the Service Provider who have access
                            to the Personal Data;

              4.4.2.5.      obtain prior written consent from the Council in order to transfer the
                            Personal Data to any Sub-Contractors for the provision of the Services;

              4.4.2.6.      ensure that all employees, agents, consultants and Sub-contractors of the
                            Service Provider required to access the Personal Data are informed of the
                            confidential nature of the Personal Data and comply with the obligations
                            set out in this condition.

              4.4.2.7.      ensure that none of all employees, agents, consultants and Sub-
                            Contractors of the Service Provider publish, disclose or divulge any of the
                            Personal Data to any third party unless directed in writing to do so by the
                            Council;

              4.4.2.8.      notify the Council (within five (5) Working Days) if the Service Provider
                            receives:


                   4.4.2.8.1.         a request from a Data Subject to have access to that person's
                                      Personal Data; or

                   4.4.2.8.2.         a complaint or request relating to the Council's obligations under
                                      the Data Protection Legislation;

              4.4.2.9.      provide the Council with full cooperation and assistance in relation to any
                            complaint or request made, including:

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                   4.4.2.9.1.         providing the Council with full details of the complaint or request;

                   4.4.2.9.2.         complying with a data access request within the relevant
                                      timescales set out in the Data Protection Legislation and in
                                      accordance with the Council's instructions;

                   4.4.2.9.3.         providing the Council with any Personal Data that the Service
                                      Provider holds in relation to a Data Subject (within the timescales
                                      required by the Council); and

                   4.4.2.9.4.         providing the Council with any information requested by the
                                      Council;

                   4.4.2.9.5.         permit the Council or the Council’s representative (subject to
                                      reasonable and appropriate confidentiality undertakings), to
                                      inspect and audit, the Service Provider's data Processing activities
                                      (and/or those of its agents, subsidiaries and Sub-Contractors) and
                                      comply with all reasonable requests or directions by the Council to
                                      enable the Council to verify and/or procure that the Service
                                      Provider is in full compliance with its obligations under the
                                      Agreement;

                   4.4.2.9.6.         provide a written description of the technical and organisational
                                      methods employed by the Service Provider for processing
                                      Personal Data (within the timescales required by the Council); and

                   4.4.2.9.7.         not Process Personal Data outside the European Economic Area
                                      without the prior written consent of the Council and, where the
                                      Council consents to a transfer, to comply with:

                   4.4.2.9.8.         the obligations of a Data Controller under the Eighth Data
                                      Protection Principle set out in Schedule 1 of the Data Protection
                                      Act 1998 by providing an adequate level of protection to any
                                      Personal Data that is transferred; and

                   4.4.2.9.9.         any reasonable instructions notified to the Service Provider by the
                                      Council.

4.4.3. The Service Provider shall comply at all times with the Data Protection Legislation and
       shall not perform its obligations under the Agreement in such a way as to cause the
       Council to breach any of its applicable obligations under the Data Protection Legislation.

4.5.       Publicity, Media & Official Enquiries

4.5.1. Except with the written consent of the Council, the Service Provider shall not make any
       press announcements or publicise the Agreement or any part thereof in any way.

4.5.2. The Service Provider shall take all reasonable steps to ensure the observance of the
       provisions of Clause 4.4 (Protection of Personal Data) by all the Service Provider’s
       servants, employees, agents, professional advisors, consultants and Sub-Contractors.

4.5.3. The provisions of this Condition shall apply during the continuance of the Agreement and
       indefinitely after its expiry or termination.

4.5.4. The provisions of Clause 4.4 shall apply to the Council in the same way.

4.5.5. Notwithstanding the provisions of Clauses 4.1, 4.3 and 4.4 both parties shall be allowed
       to disclose any Confidential Information to any consultant, Sub-contractor or other
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         person engaged by either party in connection with the Agreement or the provision of the
         support Services provided that in each such case the consultant, sub-contractor or
         person concerned has signed a confidentiality undertaking on substantially the same
         terms as set out in this Clause 4.4.

4.5.6. Further, the restrictions in Clauses 4 shall not prevent either party disclosing to the other
       (or to any other person) Confidential Information about a Service User where this is in
       the best interests of the Service User concerned as determined by the Council, or such
       disclosure is necessary so as to protect the health, safety or welfare of the Service User
       or other Service Users.

4.5.7. The restrictions in Clauses 4 shall continue to apply after the Agreement has come to an
       end or, if it takes place earlier, termination of the whole of the Agreement.

4.6.       Intellectual Property Rights & Patents

4.6.1. It shall be a condition of the Agreement that, except to the extent that the Services
       incorporate designs furnished by The Council, the Services will not infringe any
       intellectual Property Rights of any third Party and the Service Provider shall fully
       indemnify and keep indemnified The Council against all actions, suits, claims, demands,
       losses, charges, costs and expenses which the Council may suffer or incur as a result of
       or in connection with any breach of this Condition.

4.6.2. The Service Provider shall obtain approval before utilising any material, in relation to the
       performance of the Agreement which is or may be subject to any third Party Intellectual
       Property Rights. Where such approval is given by the Council, the Service Provider shall
       procure that the owner of the rights grants to the Council a non-exclusive licence or, if
       itself a licensee of those rights, shall grant to the Council an authorised sub-licence to
       use, reproduce, modify, adapt and/or enhance the material subject to such rights. Such
       licence shall be perpetual and irrevocable and shall be granted at no cost to the Council.

4.6.3. All Intellectual Property Rights in any specifications, instructions, plans, drawings,
       patents, patterns, models, designs or other material;

              4.6.3.1.      furnished to or made available to the Service Provider by the Council shall
                            remain the property of the Council.

              4.6.3.2.      prepared by or for the Service Provider’s use, or intended use, in relation
                            to the performance of the Agreement shall belong to the Council, and the
                            Service Provider shall not, and shall procure that its employees, servants,
                            agents, suppliers and Sub-Contractors shall not, (except when necessary
                            for the implementation of the Agreement) without prior approval, use or
                            disclose any such Intellectual Property Rights, or any other information
                            (whether or not relevant to the Agreement) which the Service Provider
                            may obtain in performing the Agreement except information which is in
                            the public domain.

4.6.4. The Service Provider shall forthwith notify the Council if any claim or demand is made or
       action brought against the Service Provider for infringement or alleged infringement of
       Intellectual Property Right in connection with the performance of the Agreement. The
       Service Provider shall at its own expense conduct any litigation arising thereof and all
       negotiations in connection therewith provided always that the Service Provider shall
       consult the Council on all substantive issues which arise during the conduct of such
       litigation and negotiations and shall, in such conduct, take due and proper account of the
       interests of the Council;

4.6.5. The Council shall at the Service Provider’s request afford all reasonable assistance for
       the purpose of contesting any claim or demand made or action brought against the
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         Council or the Service Provider for infringement or alleged infringement of any
         Intellectual Property Right in connection with the performance of the Agreement and
         shall be repaid all costs and expenses (including, but not limited to, legal costs and
         disbursements on a solicitor and client basis) incurred in doing so.

4.6.6. At the termination of the Agreement, the Service Provider shall immediately return to the
       Council all materials, work, data or records held, including any back up media.

4.6.7. The provisions of this Condition shall apply during the continuance of the Agreement and
       indefinitely after its expiry or termination.

4.7.       Audit & the National Audit Office

4.7.1. The Service Provider shall keep and maintain until two years after the Agreement has
       been completed, or as long a period as may be agreed between the Parties, full and
       accurate records of the Agreement including the goods and/or Services provided under
       it, all expenditure reimbursed by the Council, and all payments made by the Council.
       The Service Provider shall on request afford the Council or its representatives such
       access to those records as may be required by the Council in connection with the
       Agreement.

4.8.       Virus Protection

4.8.1. The Service Provider is required to have in place fully operational, effective, appropriate
       and up to date virus protection measures to minimise the risk of infections, loss or
       damage to data. The Service Provider must also minimise the risks of propagation and
       onward transmission of any virus. The measures must include regular and appropriate
       awareness programs for staff on virus protection measures. The Service Provider shall
       describe the virus protection measures in place and shall notify the Council immediately
       of;

              4.8.1.1.      any virus infections that occur in any locations where the Council’s data
                            is processed / stored;

              4.8.1.2.      the damage caused to the Council’s data; and

              4.8.1.3.      the actions that the Service Provider has taken to eradicate the virus.

              4.8.1.4.      The Service Provider must describe the arrangements by which it will
                            provide this Information.

4.9.       Mistakes in Information

4.9.1. The Service Provider shall be responsible for the accuracy of all data, records,
       documentation and information supplied to the Council and shall pay the Council any
       extra costs caused by any discrepancies, errors or omissions in such information.

4.10.      Section 182 of the Finance Acts 1989

4.10.1. The Service Provider undertakes to abide by, and ensure that its Staff abide by the
        Provisions of Section 182 of the Finance Act 1989.

4.10.2. In the event that the Service Provider and its Staff fail to comply with this Condition, the
        Council reserves the right to terminate the Agreement by giving the Service Provider
        notice in writing.

4.10.3. The provisions of Clause 4.10.1 shall apply during the continuance of the Agreement and
        indefinitely after its expiry or termination.
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5. Control of the Agreement
5.1.       Assignment & Sub-Contracting

5.1.1. The Service Provider shall not assign, sub-contract or in any other way dispose of the
       Agreement or any part of it without prior approval. Sub-contracting any part of the
       Agreement shall not relieve the Service Provider of any obligation or duty attributable
       under the Agreement or these Conditions.

5.1.2. The Service Provider shall be responsible for the acts and omissions of its Sub-
       Contractors as though they are its own.

5.1.3. Where the Council has consented to the placing of sub-contracts, the Service Provider
       shall send copies of each sub-contract to the Council immediately after it is issued.

5.1.4. The Service Provider shall not use the Services of self-employed individuals without prior
       approval from the Council. All agency and voluntary staff shall be subject to the same
       vetting arrangements as staff employed directly by the Service Provider.

5.2.       Waiver

5.2.1. The failure of either Party to insist upon strict performance of any provision of the
       Agreement or the failure of either Party to exercise any right or remedy shall not
       constitute a waiver of that right or remedy and shall not cause a diminution of the
       obligations established by the Agreement.

5.2.2. No waiver shall be effective unless it is expressly stated to be a waiver and
       communicated to the other Party in writing in accordance with the provisions of Clause
       2.5 (Notices).

5.2.3. A waiver of any right or remedy arising from a breach of the Agreement shall not
       constitute a waiver of any right or remedy arising from any other or subsequent breach of
       the Agreement.

5.3.     Variation Procedure

5.3.1. The Council reserves the right on giving reasonable written notice from time to time to
       require changes to the Services (whether by way of the removal of Services, the addition
       of new Services, or increasing or decreasing the Services or specifying the order in
       which the Services are to be performed or the locations where the Services are to be
       provided) for any reason whatsoever. Such a change is hereinafter called “a Variation”.

5.3.2. Any such Variation shall be communicated in writing by the Authorised Officer to the
       Service Provider’s Contract Manager. All Variations shall be in the form of an addendum
       to the Agreement.

5.3.3. In the event of a Variation the Agreed Price may also be varied. Such Variation in the
       Agreed Price shall be calculated by the Council and shall be such amount as properly
       and fairly reflects the nature and extent of the Variation in all circumstances. Failing
       Agreement the matter shall be determined by negotiation or mediation in accordance
       with the provisions of Clause 9.2.

5.3.4. The Service Provider shall provide such information as may be reasonably required to
       enable such varied price to be calculated.




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5.4.     Severability

5.4.1. If any provisions of the Agreement are held invalid, illegal or unenforceable for any
       reason by any court of competent jurisdiction, such provision shall be severed and the
       remainder of the provisions of the Agreement shall continue in full force and effect as if
       the Agreement had been executed with the invalid, illegal or unenforceable provision
       eliminated.

5.4.2. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of
       the purpose of the Agreement, the Parties shall immediately commence negotiations in
       good faith to remedy the invalidity.

5.5.     Remedies Cumulative

5.5.1. Except as otherwise expressly provided by the Agreement, all remedies available to
       either Party for breach of the Agreement are cumulative and may be exercised
       concurrently or separately, and the exercise of any one remedy shall not be deemed an
       election of such remedy to the exclusion of the other remedies.

5.6.     Monitoring of service performance

5.6.1. The Service Provider shall co-operate with any reasonable monitoring activities
       undertaken by the Council in relation to the Agreement.

5.6.2. The Services will be monitored and measured in accordance with the information
       contained within the Service Specification.

5.6.3. The Service Provider shall use the Key Performance Indicators detailed within the
       Service Specification to record and manage the quality of the Services provided.

5.6.4. Full Management Information shall be provided no later than 5 working days prior to any
       scheduled review meeting in a format agreed by the Council. In the event that the
       Service Provider consistently fails to submit Management Information in accordance with
       the requirements contained within the Agreement and Specification a Default notice may
       be issued.

5.7.     Authorised Officer

5.7.1. The Council will appoint a person to exercise its rights and powers under the Agreement,
       called the ‘Authorised Officer’. This will not limit in any way either the Council’s rights
       and/or obligations.

5.7.2. Details of the person the Council has appointed to act as Authorised Officer (including
       telephone number, fax number, e-mail address and postal address) are set out in the
       Agreement Summary Form. If no such details are set out, then the Authorised Officer will
       be notified to the Service Provider in writing.

5.7.3. The Council will notify the Service Provider of any changes in the details of the
       Authorised Officer as is necessary.

5.7.4. All notifications of changes under this Clause 5.7 (the Authorised Officer) will be made in
       accordance with Clause 2.5 Notices.

5.8.      Contract Management

5.8.1. The Authorised Officer (clause 5.7.1) will be the main point of contact responsible for day
       to day contact with the Service Provider.

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5.8.2. Overall responsibility for the Agreement rests with the Contracts and Purchasing Unit of
       the Adults Social Care Department of the Council.

5.8.3. The Service Provider shall nominate a Contract Manager who shall be the single point of
       contact, shall take overall responsibility for the Agreement. The Service Provider shall
       notify the Council of any changes to the nominated Contract Manager.

5.8.4. The Service Provider shall be responsible for ensuring that the provision of Services is
       carried out with reasonable skill, care and diligence in accordance with the Agreement
       and to the satisfaction of the Council’s Authorised Officer.

5.8.5. The Service Provider shall provide the Authorised Officer with such reports on the
       provision of Services and attend meetings concerning such provision as agreed pursuant
       to the Agreement.

5.8.6. The Service Provider’s Contract Manager shall meet with the Authorised Officer as
       outlined at Clause 5.7 initially on a monthly basis and quarterly thereafter as a minimum
       requirement.

5.8.7. If and when, and for whatever reason, the Service Provider identifies any potential
       problems in meeting the requirements of the Agreement, this should be brought to the
       Authorised Officer’s attention without delay.

5.9.     The Service Standards

5.9.1. The Service Provider is required to comply with national minimum care standards and
       regulations and meet the quality standards detailed in the Service Specification.

5.9.2. The outcomes and indicators listed in the Service Specification are not a complete nor
       exclusive illustration of the way in which the Standards of Service may be achieved.

5.9.3. The Service Provider will at all times cooperate with the Council in relation to the
       Council’s evaluation of the standards of Service which have been, are being, and are to
       be, provided pursuant to the Agreement.

5.9.4. The Council may amend the Standards of Service at any time.

5.9.5. Written notice of such amendment will be given to the Service Provider who shall comply
       with any amendment within a time period specified in the Notice.

5.9.6. None of the content in this section shall be construed so as to absolve the Service
       Provider from the obligation immediately to comply with any care standards requirements
       imposed by law, which shall remain a continuing obligation irrespective of any Standards
       of Service identified, or not identified, in the Agreement.

5.9.7. The Service Provider is aware of, and will comply with, its obligations contained within
       the Agreement and Service Specification.

5.10.     Novation

5.10.1. The Council shall be entitled to:

              5.10.1.1.     assign, novate or otherwise dispose of its rights and obligations under the
                            Agreement or any part thereof to any purchasing authority provided that
                            any such assignment, novation or other disposal shall not increase the
                            burden of the Service Provider’s obligations under the Agreement; or


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              5.10.1.2.     novate the Agreement to any other body established by the Crown or
                            under statute in order substantially to perform any of the functions that
                            previously had been performed by the Council provided that any such
                            novation shall not increase the burden of the Service Provider’s
                            obligations pursuant to the Agreement; or

              5.10.1.3.     novate the Agreement to any private sector body which substantially
                            performs the function of the Council provided that such novation shall not
                            increase the burden of the Service Provider’s obligations pursuant to the
                            Agreement.

5.10.2. Any change in the legal status of the Council such that it ceases to be a Purchasing
        Authority shall not affect the validity of the Agreement. In these circumstances, the
        Agreement shall bind and inure to the benefit of any successor body to the Council.

5.10.3. If the Agreement is novated pursuant to Clause 5.10 to a body which is not a Purchasing
        Authority or if there is a change in the legal status of the Council such that it ceases to be
        a Purchasing Authority (in the remainder of the Condition both such bodies being
        referred to as “the Transferee”):

              5.10.3.1.     the rights of termination of the Council in Clause 8.1 and 8.5 shall be
                            available to the Service Provider in the event of the bankruptcy,
                            insolvency or Default of the Transferee;

              5.10.3.2.     the Transferee shall only be able to assign, novate or otherwise dispose
                            of its rights and obligations under the Agreement or any part thereof with
                            the Service Provider’s previous consent in writing.

5.10.4. The Council shall be entitled to disclose to any Transferee any of the Service Provider’s
        Confidential Information which relates to the performance of the Agreement. In such
        circumstances the Council shall authorise the Transferee to use such Confidential
        Information only for purposes relating to the performance of the Agreement and for no
        other purposes and shall take all reasonable steps to ensure that the Transferee accepts
        an obligation of confidence.

5.11.     Information and Re-tendering

5.11.1. Subject to Clauses 4.1 (Data Protection Act) and 4.3 (Confidentiality), at the Council’s
        reasonable request, the Service Provider must provide the Council with such relevant
        information and data as the Council may reasonably require to enable the Council to
        prepare the necessary documentation to appoint another Service Provider to provide the
        support Services in the Service Provider’s place.

5.11.2. The requirement set out in this Clause 5.11 does not include any information or data,
        which the Service Provider considers commercially sensitive.

5.11.3. Subject to Clauses 4.1 (Data Protection Act) and 4.3 (Confidentiality), the Service
        Provider shall co-operate with the Council to secure the continuity of the support
        service, its orderly winding up, the administration of any recuperation provision and other
        exit and succession arrangements as may be relevant and appropriate to enable the
        Council to appoint another Service Provider.

5.12.    Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE)

Handover on Termination.

5.12.1. During the 12 months preceding the expiry of the Agreement or after the Council has
        given notice to terminate the Agreement or at any other time as directed by the Council,
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         and within 15 working days of being so requested by the Council, the Service Provider
         shall fully and accurately disclose to the Council any and all information in relation to all
         personnel engaged in providing the Services including all relevant employees who are to
         transfer as a consequence of a relevant transfer as the Council may request, in particular
         but not necessarily restricted to any of the following:

              5.12.1.1.     a list of all employees employed by the Service Provider;

              5.12.1.2.     a list of agency workers, agents and independent Sub-Contractors
                            engaged by the Service Provider;

              5.12.1.3.     the total payroll bill (i.e. total taxable pay and allowances including
                            employer’s contribution to pension schemes) of those personnel;

              5.12.1.4.     the terms and conditions of employment of the relevant employees, their
                            age, salary, contracted overtime, annual leave entitlement, bonus
                            payments, pensions, insurances, date continuous employment
                            commenced and (if different) the commencement date, enhanced rates,
                            any other factors affecting their redundancy entitlement and any
                            outstanding claims arising from employment.

5.12.2. The Service Provider shall warrant the accuracy of all the information provided to the
        Council pursuant to Clause 5.12 and authorises the Council to use any and all of the
        information as it may consider necessary for the purposes of its business or for informing
        any tenderer for any Services which are substantially the same as the Services (or any
        part thereof)

5.12.3. During the 12 months preceding the expiry of the Agreement or where notice to
        terminate the Agreement for whatever reason has been given, the Service Provider shall
        allow the Council or such other persons as may be authorised by the Council to
        communicate with and meet the relevant employees and their trade union or employee
        representatives as the Council may reasonably request.

5.12.4. During the 12 months preceding the expiry of the Agreement or where notice to
        terminate the Agreement for whatever reason has been given, the Service Provider shall
        not without prior written consent of the Council unless bona fide in the ordinary course of
        business;

              5.12.4.1.     vary or purport or promise to vary the terms and conditions of employment
                            of any employee employed in connection with the Services;

              5.12.4.2.     materially increase or decrease the number of employees employed in
                            connection with the Services; or

              5.12.4.3.     assign or redeploy any employee employed in connection with the
                            Services to other duties unconnected with the Services.

5.13.     Continuity Plan

5.13.1. The Service Provider shall have in place at all times a current and relevant Service
        Continuity Plan approved by the Council, such approval not to be unreasonably withheld,
        and shall regularly review and update it as necessary subject to obtaining the written
        approval of the Authorised Officer to any changes thereto.

5.14.     Environmental Management Policy

5.14.1. The Service Provider shall perform the Agreement in accordance with the Council’s
        Environmental Management Policy which is to conserve energy, fuel, water, wood, paper
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         and other resources, reduce waste and phase out the use of ozone depleting substances
         and minimise the release of greenhouse gases, volatile organic compounds and other
         substances damaging to health and the environment.

http://www.eastsussex.gov.uk/environment/climatechange/download1.htm

5.14.2. The Service Provider shall ensure that its own Environmental Management Policy is
        made available to the Council on request.

5.15.     Sustainable Procurement Policy

5.15.1. The Service Provider shall perform the Agreement in accordance with the Council’s
        Sustainable Procurement Policy.

http://www.eastsussex.gov.uk/business/doingbusiness/rulesregulationsandpolicies/environment
al/statement

5.16.    Transport Requirements

5.16.1. The Service Provider shall ensure that any vehicle used for transporting Service Users
        fully complies with current transport legislation. All vehicles must have a current road tax
        licence and MOT test certificate and be appropriately insured for business purposes.

5.16.2. The Service Provider shall ensure that any member staff who drives a Service User
        holds a current driving licence and is appropriately insured for the vehicle being used.

5.16.3. The Service Provider shall comply with the Council’s Transport Terms and Conditions.




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6. Payments
6.1.     Payment Arrangements

6.1.1. The Council shall pay to the Service Provider the amount detailed in the Contract
       Summary Form for the period of the Contract upon receipt of invoices for the provision of
       the Services. Invoices should be sent to CRD Contracts and Compliance, Accounts
       Team, County Hall, East Block, D Floor, Lewes, BN7 1UE.

6.1.2. The Service Provider will manage the provision of the Services within the Contract Sum,
       or accept responsibility for any overspend in the budget in (the/any) year, except when
       an increase in the Contract Sum is agreed as the responsibility of the Council or as a
       joint responsibility with the Service Provider.

6.1.3. If for any reason the Contract Sum is not fully used or spent to provide the Services, the
       Council with the Service Provider, will consider the reasons for this and may after such
       consideration require the amount of such under-spending to be repaid to the Council
       within three months of the end of (the/each) Financial Year. The Council may, where the
       Contract Period is for more than one year, instead of requiring payment from the Service
       Provider, deduct such under-spending from the amounts due to the Service Provider in
       any subsequent year under this Agreement.

6.1.4. The Service Provider will provide an income and expenditure statement in respect of the
       Services provided / and independently examined accounts / and audited accounts within
       6 months of the close of (the/each) Financial year (31 March).

6.1.5. Information shall be forwarded to the Department’s Officer with a copy to the Contracts
       and Purchasing Unit at St Mary’s House, 52 St. Leonard’s Road, Eastbourne, East
       Sussex BN21 3UU. This information shall be provided by 30 September at the latest.

6.2.     VAT

6.2.1. The Agreed Price does not include VAT. If VAT is payable then the Council must pay this
       in addition to the Agreed Price provided that the Service Provider shall supply the
       Council with a proper VAT invoice.

6.2.2. If the Service Provider provides a service on which VAT is chargeable (including
       Services which attract a zero rate of VAT), the Service Provider must send the Council a
       VAT invoice for payment of the Agreed Price on or within 10 working days after the
       commencement date of the new Service. This invoice should cover the period from the
       commencement date until the end of the current financial year. After that, the Service
       Provider must send an invoice at the start of, and in respect of, each new financial year.
       The invoice must set out details of the Services for which payment is claimed and such
       other information and documentation as the Council may reasonably require from time to
       time.

6.3.     Other Agreement Price Consideration

6.3.1. In the event that the cost of performing the Service Provider’s obligations under the
       Agreement increases or decreases as a result of any new legislation or regulation being
       made after the commencement of the Agreement, any Variation to the Agreed Price will
       be assessed on an individual basis. Such Variation will not be allowed in relation to
       legislation or regulations enacted after the commencement of the Agreement, which
       were made public prior to the commencement of the Agreement. The impact of any such
       Variation on the Service Provider’s costs will be deemed to have been included in the
       Agreed Price.

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6.3.2. Other than set out in Clause 6.3 and 6.4, the Agreed Price shall not be increased or
       varied in any other way unless by mutual agreement.

6.4.     Price Adjustment on Extension of Agreement Period

6.4.1. In the event of an extension being considered beyond the Agreement Period the Council
       would wish to review the charges with the Service Provider in the 6 months prior to the
       expiry of the Agreement.

6.4.2. Any claim for increases or reduction in the Agreed Price will only be considered if
       supported by an appropriate index already agreed between the Council and the Service
       Provider, for the period in question, such index to be determined by negotiation.

6.5.     Recovery of Sums Due

6.5.1. Wherever under the Agreement any sum of money is recoverable from or payable by the
       Service Provider (including any sum which the Service Provider is liable to pay to the
       Council in respect of any breach of the Agreement), the Council may unilaterally deduct
       that sum from any sum then due, or which at any later time may become due to the
       Service Provider under the Agreement or under any other Agreement or contract with the
       Council or with any department, agency or authority of the Crown.

6.5.2. Any overpayment by the Council to the Service Provider, whether of the Agreed Price or
       of tax, shall be a sum of money recoverable by the Council from the Service Provider.

6.5.3. The Service Provider shall make any payments due to the Council without any deduction
       whether by way of set-off, counterclaim, discount, abatement or otherwise unless the
       Service Provider has a valid court order requiring an amount equal to such deduction to
       be paid by the Council to the Service Provider.

6.6.     Euro

6.6.1. Any legislation requirement to account for (or to prepare for such accounting of) the
       goods or Services in euro, instead of and/in addition to sterling, shall be implemented by
       the Service Provider at nil charge to the Council.

6.6.2. The Council shall provide all reasonable assistance to facilitate such changes.

6.7.     Payment of Subcontractors

6.7.1. Where the Service Provider enters into a sub-contract with a supplier or contractor for
       the purpose of performing the Agreement, the Service Provider shall cause a term to be
       included in such a sub-contract which requires payment to be made of undisputed sums
       by the Service Provider to the sub-contractor within a specified period not exceeding 28
       days from the receipt of a valid invoice, as defined by the sub-contract requirements.

6.8.     Standard Late Payments Agreement Clause

6.8.1. Where either party fails to make payment on a due date the other party shall be entitled
       to charge interest on the late payment (except where part or the whole of the payment is
       withheld due to a bona fide dispute as to entitlement to payment) calculated daily at the
       rate of 2% above the base rate from time to time of the Bank of England from the due
       date (whether before or after any judgement) until actual payment and it is agreed by the
       parties that this clause provides the parties with a substantial remedy pursuant to
       sections 8 and 9 of the Late Payment of Commercial Debts (Interest) Act 1998.


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7. Liabilities
7.1.     Indemnity Insurance

7.1.1. Neither Party excludes or limits liability to the other Party for death or personal injury
       caused by negligence or for any breach of any obligations implied by Section 12 of the
       Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982. For
       as long as the Agreement is in force the Service Provider must take out and maintain an
       adequate level of cover to reflect the extent and nature of Services provided and in most
       instances these should be as a minimum the insurances as set out in Clause 7.1.7. The
       Service Provider must ensure that the appropriate level of insurance is taken out in
       respect of any statutory requirement. The Service Provider shall also equally ensure that
       any of its Sub-Contractors who are providing any or all of the Services on its behalf take
       out and maintain adequate insurances.

7.1.2. The Service Provider shall indemnify and keep indemnified the Council fully against all
       claims, proceedings, actions, damages, legal costs, expenses and any other liabilities
       whatsoever arising out of, in respect of or in connection with the Agreement in respect of
       any death or personal injury, or loss of or damage to property which is caused directly or
       indirectly by any act or omission on the Service Provider’s part. This condition shall not
       apply to the extent that the Service Provider is able to demonstrate that such death or
       personal injury, or loss or damage was not caused or contributed to by its negligence or
       Default, or the negligence or Default by its staff or Sub-Contractors, or by any
       circumstances within its control.

7.1.3. The Service Provider shall effect and maintain with a reputable insurance company a
       policy or policies of insurance providing an adequate level of cover in respect of all risks
       which may be incurred by the Service Provider arising out of its performance of the
       Agreement, including death or personal injury, or loss of or damage to property. Such
       policies shall include cover in respect of any financial loss arising from any advice given
       or omitted to be given by the Service Provider.

7.1.4. The Service Provider shall hold employer’s liability insurance in respect of staff in
       accordance with any legal requirement for the time being in force.

7.1.5. The Service Provider shall produce to the Authorised Officer, on request, copies of all
       insurance policies referred to in this condition or other evidence confirming the existence
       and extent of the cover given by those policies, together with receipts or other evidence
       of payment of the latest premiums due under those policies.

7.1.6. The terms of any insurance or the amount of cover shall not relieve the Service Provider
       of any liabilities under the Agreement. It shall be the Service Provider’s responsibility to
       determine the amount of insurance cover that will be adequate to enable itself to satisfy
       any liability referred to in Clause 7, in excess of minimum requirements set out in Clause
       7.1.7.

7.1.7. The Insurances referred to in Condition 7 are as follows:

              7.1.7.1.      employers liability insurance in a minimum amount of £5 million for each
                            and every claim, act or occurrence or series of claims, acts or
                            occurrences which complies with statutory requirements;

              7.1.7.2.      public liability insurance in a minimum amount of £10 million for each and
                            every claim, act or occurrence or series of claims, acts or occurrences;
                            and



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              7.1.7.3.      if the Service Provider or the Council considers it appropriate,
                            professional indemnity insurance of £5 million in an amount for each and
                            every claim, act or occurrence or series of claims, acts or occurrences
                            which is sufficient to cover the Service Provider’s liabilities under the
                            Agreement.

7.1.8. The Service Provider must provide the Council with a copy of the policy schedule for the
       insurances referred to in Clause 7 at the Council’s request together with evidence that
       the insurances are in force. Whilst normally, the Council shall not ask for such schedules
       or evidence more than once in each financial year, the Council reserves the right to do
       so, if considered reasonably necessary.

7.1.9. If the Council is of the opinion (acting reasonably) that any of the policies of insurance
       referred to in Clauses 7 do not provide adequate cover or are held at levels below the
       minimum amounts as set out in Clauses 7.1.7.1 and 7.1.7.2, the Service Provider must
       send us a written submission stating that the level of insurance taken out is adequate
       given the extent and nature of Services provided. The Service Provider should provide
       evidence that it has consulted with a reputable insurance broker, trade association or
       other relevant professional on this matter.

7.1.10. If the Council is of the opinion that due consideration has not been given in ensuring that
        the policies of insurance do provide sufficient cover in respect to Clause 7.1, then the
        Service Provider must rectify (or, as applicable, ensure that any of its Sub-Contractors
        rectifies) the position as soon as possible.

7.1.11. If the Service Provider does not (or where applicable if the sub-contractor does not)
        rectify the position as soon as possible then the provision and remedies contained within
        Condition 8 ‘Default, Disruption, Early Review, Suspension and Termination’ may be
        invoked.

7.2.     Warranties and Representation

The Service Provider shall warrant and represent that:

7.2.1. The Service Provider shall have the full capacity and authority and all necessary
       consents (including, but not limited to, where its procedures so require, the consent of its
       parent company) to enter into and perform the Agreement and that the Agreement is
       executed by the Service Provider’s duly authorised representative.

7.2.2. The Service Provider shall discharge its obligations hereunder with all due skill, care and
       diligence including but not limited to good industry practice and (without limiting the
       generality of this Condition) in accordance with your own established internal
       procedures.

7.2.3. All the Service Provider’s obligations pursuant to the Agreement shall be performed and
       rendered by appropriately experienced, qualified and trained staff with all due skill, care
       and diligence.

7.2.4. The Service Provider shall not Default in the payment of any due and payable taxes or in
       the filing, registration or recording of any document or under any legal or statutory
       obligation or requirement which Default might have a material adverse effect on its
       business, assets or financial condition or its ability to observe or perform its obligations
       under the Agreement.




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8. Default, Disruption, Early Review, Suspension & Termination
8.1.     Termination on Change of Control & Insolvency

8.1.1. The Council may terminate the Agreement by notice in writing with immediate effect
       where:

              8.1.1.1.      the Service Provider has a change of control, within the meaning of
                            section 416 of the Income and Corporation Taxes Act 1988, which
                            impacts adversely and materially on the performance of the Agreement;
                            or

              8.1.1.2.      the Service Provider is an individual or firm and a petition is presented for
                            bankruptcy, or a criminal bankruptcy order is made against the Service
                            Provider or any partner in the firm makes any composition or arrangement
                            with or for the benefit of creditors, or makes any conveyance or
                            assignment for the benefit of creditors, or if an administrator is appointed
                            to manage the Service Provider’s affairs; or

              8.1.1.3.      the Service Provider is a company, if the company passes a resolution for
                            winding up or dissolution (otherwise than for the purposes of and followed
                            by an amalgamation or reconstruction) or an application is made for, or
                            any meeting of its directors or members resolves to make an application
                            for an administration order in relation to it or any Party gives or files notice
                            of intention to appoint an administrator of it or such an administrator is
                            appointed, or the court makes a winding-up order, or the company makes
                            a composition or arrangement with its creditors, or an administrative
                            receiver, manager or supervisor is appointed by a creditor or by the court,
                            or possession is taken of any of its property under the terms of a fixed or
                            floating charge; or

              8.1.1.4.      where the Service Provider is unable to pay its debts within the meaning
                            of Section 123 of the Insolvency Act 1986;

              8.1.1.5.      or a similar event occurs under the law of any other jurisdiction within the
                            United Kingdom.

8.1.2. The Council may exercise its right under Clause 8 within 3 months after a change of
       control occurs and shall not be permitted to do so where it has agreed in advance to the
       particular change of control that occurs. The Service Provider shall notify the Authorised
       Officer immediately when any change of control is planned.

8.2.     Default

8.2.1. If the Service Provider commits a Default then the Council will be entitled to serve on the
       Service Provider a Default Notice. This will be without prejudice to any other right or
       remedy which may be available to the Council either under the Agreement or at law.

8.2.2. If the Council serves on the Service Provider a Default Notice which relates to a Default
       which can be put right then on receiving such a Default Notice, the Service Provider will
       take the action specified in the Notice, within the timescale set out, at its own cost.

8.2.3. The Service Provider will be entitled to apply the provisions of Clauses 8.2.1 and 8.2.2.
       to the Council except that if the Default concerned is a failure to pay the Service Provider
       the Agreed Price on time then the Council must make the Service Provider such
       undisputed late payment within 28 working days of the Default Notice being served.


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8.2.4. If there is a reasonable disagreement between the Parties as to whether a Default has
       occurred and/or about the action required to be taken and/or the timescale within which
       the action is to be taken, then either Party can refer the matter for resolution, in
       accordance with Clause 9.2 (Dispute Resolution).

8.3.     Persistent Default & Early Review

8.3.1. If the Service Provider commits a persistent Default or fails to put right a Default within
       the timescale set out in the Default Notice concerned then:

              8.3.1.1.      if the persistent Default or the failure to put right a Default relates to a
                            particular service and this happens after the support Services Review
                            relating to that service has been completed, the Council will be entitled to
                            terminate the application of the Agreement to the Service concerned by
                            giving the Service Provider not less than 3 months written notice; or,

              8.3.1.2.      if the Council considers (acting reasonably) that the persistent Default or
                            failure to put right a Default within the timescale concerned relates to the
                            way in which the Service Provider carries out its obligations generally OR
                            if this happens after the last Services Review (for all Services) has been
                            completed, the Council will be entitled to terminate the Agreement as a
                            whole by giving the Service Provider not less than 3 months written
                            notice; or

              8.3.1.3.      if the Council considers (acting reasonably) that the persistent Default or
                            failure to put right a Default within the timescale concerned relates to the
                            way in which the Service Provider carries out its obligations in relation to a
                            particular type of service, and if this happens after the Services Review
                            (as set out in Clause 5.7) relating to that particular type of service has
                            been completed, the Council will be entitled to terminate the application of
                            the Agreement to the type of Services concerned by giving the Service
                            Provider not less than 3 months written notice; or

              8.3.1.4.      if none of the above Clauses apply, the Council will be entitled to serve on
                            the Service Provider an Early Review Notice.

8.3.2. The Early Review Notice may relate either:

              8.3.2.1.      to a particular service; or

              8.3.2.2.      if the Council considers (acting reasonably) that the persistent Default or
                            failure to put right a Default within the timescale concerned relates either
                            to the way in which the Service Provider carries out its obligations
                            generally or the way in which it carries out its obligations in relation to a
                            particular type of service, to all the support Services or the type of
                            Services concerned (as the case may be).

8.3.3. Any Early Review Notice must give the Service Provider at least 30 days notice of the
       date of the brought forward support Services Review.

8.4.     Suspension

8.4.1. If the Default is a serious or persistent Default (and if it is, the Default Notice must say
       so) then the Council will be entitled to arrange for a competent person (which may be
       one of the Council’s employees) to carry out an investigation into the serious or
       persistent Default.

8.4.2. If the Council considers (acting reasonably) that:
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              8.4.2.1.      the serious or persistent Default is of such seriousness; or

              8.4.2.2.      there is a continuing threat to the health, safety or welfare of any or all of
                            the Service Users such that in either case it is not appropriate for the
                            Service Provider to carry on providing any or all of the Services then the
                            Council will also be entitled to serve on the Service Provider a
                            Suspension Notice.

8.4.3. If the Council serves a Suspension Notice then:

              8.4.3.1.      the Service Provider will cease providing the support Service(s) set out in
                            the Suspension Notice from the date specified in the Suspension Notice;
                            and

              8.4.3.2.      the Council will be entitled either to provide some or all of the support
                            Service(s) or employ another Service Provider to do so on the Council’s
                            behalf for as long as the Suspension Notice is in force.

8.4.4. The Council will ensure that any investigation is carried out as quickly as possible and
       the Council will make available to the Service Provider a copy of the report of the
       investigation’s findings as soon as possible after it has been made available to the
       Council.

8.4.5. If the Service Provider has been served with a Suspension Notice then as soon as
       possible after the Council has received the report of the investigation the Council shall
       consider whether or not the Service Provider is to resume provision of the suspended
       Service(s).

8.4.6. If the Council considers that the Service Provider is to resume provision of some or all of
       the suspended Service(s) then the Council will serve on the Service Provider a
       Resumption Notice which shall set out the Service(s) to be resumed and the date upon
       which they are to be resumed.

8.4.7. The Council will be entitled to set out in the Resumption Notice such conditions relating
       to the Service Provider’s resumption of the Service(s) as may be reasonable.

8.4.8. If the Council considers that the Service Provider is not to resume provision of some or
       all of the suspended Service(s) then:

              8.4.8.1.      the Council will be entitled to give the Service Provider notice terminating
                            the application of the Agreement to the Service(s) concerned, with
                            immediate effect; or

              8.4.8.2.      if the Council considers, acting reasonably, that the findings of the
                            investigation reflect on the Service Provider’s ability to carry out the
                            Services generally, the Council will be entitled to give the Service Provider
                            notice terminating the Agreement as a whole, with immediate effect.

8.5.     Termination on Default

8.5.1. The Council may terminate the Agreement, or terminate the provision of any part of the
       Agreement by written notice to the Service Provider with immediate effect if it commits a
       Default and if:

              8.5.1.1.      the Service Provider has not remedied the Default to the satisfaction of
                            the Council within 30 days, or such other period as may be specified by

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                            the Council, after issue of a written notice specifying the Default and
                            requesting it to be remedied; or

              8.5.1.2.      the Default is not capable of remedy; or

              8.5.1.3.      the Default is a fundamental breach of the Agreement.

8.5.2. If the Service Provider, being an individual, shall die or be adjudged incapable of
       managing his or her affairs within the meaning of Part V11 of the Mental Health Act
       1983, the Council shall be entitled to terminate the Agreement by Notice to the Service
       Provider with immediate effect.

8.5.3. In the event that through Default on the Service Provider’s part, data transmitted or
       processed in connection with the Agreement is either lost or sufficiently degraded to be
       unusable, the Service Provider shall be liable for the cost of reconstitution of that data
       and shall provide a full credit in respect of any charge levied for its transmission.

8.6.     Break

8.6.1. The Council shall have the right to terminate the Agreement, or to terminate the provision
       of any part of the Agreement at any time by giving the Service Provider 3 month’s written
       notice. The Council may extend the period of notice at any time before it expires. Where
       the Council terminates the Agreement under Clause 8.6, the Council shall indemnify the
       Service Provider against any commitments, liabilities or expenditure which would
       otherwise represent an unavoidable loss by the Service Provider, by reason of the
       termination of the Agreement, provided that the Service Provider take all reasonable
       steps to mitigate such loss, The Service Provider shall produce supporting evidence of
       losses reasonably and actually incurred as a result of termination under Clause 8.6. It is
       expressly agreed that the Council shall not be liable to pay any redundancy payments,
       severance payments or compensation to the Service Provider for loss of profits.

8.6.2. The Council shall not be liable under Clause 8.6 to pay any sum which, when added to
       any sums paid or due to the Service Provider under the Agreement, exceeds the total
       sum that would have been payable to the Service Provider if the Agreement had not
       been terminated prior to the initial Agreement period.

8.7.     Consequences of Termination

8.7.1. If the Council terminates the Agreement under Clauses 8.1, 8.4 or 8.5 or terminates the
       provision of any part of the Agreement under that Condition, and then makes other
       arrangements for the provision of support Services, the Council shall be entitled to
       recover from the Service Provider the cost of making those other arrangements and any
       additional expenditure incurred by the Council throughout the remainder of the
       Agreement period. Where the Agreement is terminated under Clauses 8.1, 8.4 or 8.5, no
       further payments shall be payable by the Council to the Service Provider until the
       Council has established the final cost of making those other arrangements.

8.8.     Disruption

8.8.1. The Service Provider shall take reasonable care to ensure that in the execution of the
       Agreement it does not disrupt the operations of the Council, its employees or any other
       contractor employed by the Council.

8.8.2. The Service Provider shall immediately inform the Council of any actual or potential
       industrial action, whether such action is by its own employees or others, which affects or
       might affect the Service Provider’s ability at any time to perform its obligations under the
       Agreement.

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8.8.3. In the event of industrial action by its staff or its suppliers, the Service Provider shall seek
       the Council’s approval to its proposals to perform its obligations under the Agreement.

8.8.4. If the Service Provider’s proposals referred to in Clause 8.8. are considered insufficient
       or unacceptable by the Council, then the Agreement may be terminated by the Council
       by notice in writing with immediate effect.

8.8.5. If the Service Provider is temporarily unable to fulfil the requirements of the Agreement
       owing to disruption of normal business by direction of the Council, an appropriate
       allowance by way of extension of the time will be approved by the Council. In addition,
       the Council will reimburse any additional expense incurred by the Service Provider in
       fulfilling the provisions of the Agreement as a result of such disruption.

8.9.     Recovery upon Termination

8.9.1. Termination or expiry of the Agreement shall be without prejudice to any rights and
       remedies to the Service Provider and the Council accrued before such termination or
       expiration and nothing in the Agreement shall prejudice the right of either Party to
       recover any amount outstanding at such termination or expiry.

8.9.2. At the end of the Agreement Period (and howsoever arising) the Service Provider shall
       forthwith deliver to the Council upon request all the Council’s property (including but not
       limited to materials, documents, data, information, access keys) relating to the
       Agreement in its possession or under its control or in the possession or under the control
       of any permitted suppliers or Sub-Contractors and in Default of compliance with this
       Condition the Council may recover possession thereof and the Service Provider grants
       licence to the Council or its appointed agents to enter (for the purposes of such recovery)
       any of your premises or your permitted suppliers where any such items may be held.

8.9.3. The Service Provider shall co-operate with the Council and any new contractor
       appointed by the Council to continue or take over the performance of the service free of
       charge in order to ensure an effective handover of all work then in progress.

8.9.4. The provisions of this Condition shall survive the continuance of the Agreement and
       indefinitely after its termination.

8.10.    Force Majeure

8.10.1. For the purposes of this Condition, “Force Majeure” means any event or occurrence
        which is outside the reasonable control of the Party concerned, and which is not
        attributable to any act or failure to take preventative action by the Party concerned,
        including (but not limited to) governmental regulations, fire, flood, or any disaster. It does
        not include any industrial action occurring within the Service Provider’s organisation or
        within any sub-contractor’s organisation.

8.10.2. Neither Party shall be liable to the other Party for the delay in or failure to perform its
        obligations under the Agreement (other than a payment of money) to the extent that and
        for so long as such delay or failure results from a Force Majeure event. Notwithstanding
        the foregoing, each Party shall use all reasonable endeavours to continue to perform its
        obligations hereunder for the duration of such a Force Majeure event. However, if any
        such event prevents either Party from performing all its obligations under the Agreement
        for a period in excess of 3 months, either Party may terminate the Agreement by notice
        in writing with immediate effect.

8.10.3. Any failure or delay by the Service Provider in performing its obligations under the
        Agreement which results from any failure or delay by an agent, sub-contractor or supplier
        shall be regarded as due to Force Majeure only if that agent, sub- contractor or supplier

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         is itself impeded by Force Majeure from complying with an obligation to the Service
         Provider.

8.10.4. If either of the Parties shall become aware of circumstances of Force Majeure which give
        rise to or which are likely to give rise to any such failure or delay on its part as described
        in Condition 8 it shall forthwith notify the other by the most expeditious method then
        available and shall inform the other of the period which it is estimated that such failure or
        delay shall continue.

8.10.5. For the avoidance of doubt it is hereby expressly declared that the only events which
        shall afford relief from liability for failure or delay of performance of the Services shall be
        any event qualifying for Force Majeure hereunder.




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9. Disputes & Law
9.1.     Governing Law

9.1.1. The Agreement shall be governed by and interpreted in accordance with English law and
       the Parties submit to the jurisdiction of the courts of England and Wales.

9.1.2. Change in Law;

              9.1.2.1.      If a Change in Law occurs or is shortly to occur, then either Party may
                            write to the other to express an opinion on its likely effects, giving details
                            of its opinion of:

                   9.1.2.1.1.         any necessary change in the Service;

                   9.1.2.1.2.         whether any changes are required to the terms of the Agreement
                                      to deal with the Change in Law;

                   9.1.2.1.3.         whether relief from compliance with any obligations is required
                                      during the implementation of any Change in Law; or

                   9.1.2.1.4.         any loss of revenue that will result from the relevant Change in
                                      Law.

9.1.3. In each case the Service Provider shall give full details of the procedure for implementing
       the Variation in Service.

9.1.4. As soon as practical after receipt of any notice from either Party under this Clause, the
       Parties shall discuss and agree the issues referred to and any ways in which the Service
       Provider can mitigate the effect of the Change in Law;

              9.1.4.1.      the Service Provider shall use all reasonable endeavours to mitigate the
                            effects of any Changes in Law and to reduce any cost increases it may
                            incur as a result.

9.1.5. In the Agreement “Change in Law” means: the coming into effect after the
       Commencement Date of:

              9.1.5.1.      Legislation, other than any Legislation which on the Commencement Date
                            has been published:

              9.1.5.2.      in a draft Bill as part of a Government Departmental Consultation Paper;

              9.1.5.3.      in a Bill;

              9.1.5.4.      in a draft statutory instrument; or

              9.1.5.5.      as a proposal in the Official Journal of the European Communities;

              9.1.5.6.      any Guidance or

              9.1.5.7.      any applicable judgment of a relevant court of law which changes a
                            binding precedent.




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9.2.     Dispute Resolution

9.2.1. The parties will use their best endeavours in good faith to resolve by agreement any
       dispute between the Parties arising out of or relating to the Agreement. Such
       endeavours should include negotiation and, if appropriate, conciliation by an
       independent person to be agreed between the Parties, or in the case of failure to agree,
       by a representative of a professional body appropriate in the circumstances of the case.
       Such an independent person shall be given all information and assistance by the Parties
       in carrying out their duties, and may be given by agreement between the Parties the duty
       to recommend or approve terms of settlement between the Parties.

9.2.2. If there is any dispute between the Parties which cannot be resolved by negotiation or
       conciliation under above Clause 9.2.1 within 3 months both parties shall attempt to settle
       it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model
       Mediation Procedure.

9.3.     The Council’s Functions as a Local Authority

9.3.1. Nothing in the Agreement shall prejudice or affect the Council’s rights, powers, duties
       and obligations in relation to the exercise of the Council’s functions as a Local Authority.

9.4.     Conclusion of Agreement

9.4.1. When the Agreement ends the Service Provider must give the Council, or to any person
       the Council may specify, all data, information, files, records, documents and the like (in
       whatever format they may be held) which the Council supplied to the Service Provider for
       the purposes of the Agreement or which were produced or augmented by the Service
       Provider in connection with the carrying out of its obligations under the Agreement.
       Unless the Council authorises the Service Provider to do so, or the Service Provider is
       required at law to do so, the Service Provider must not retain any copies of the
       information etc referred to in this Clause.

9.4.2. Clause 9.4.1 is subject to the provisions of Clauses 4.1 (Data Protection Act) and 4.3
       (Confidentiality)




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                                                                                             Appendix 1

Definition of Terms
When they are used in this Agreement, the terms and expressions set out below in the first
column have the meanings set out in the second column.

Terms & Expressions                        Meanings

“Agreed Price”                             Means the price exclusive of any applicable Tax,
                                           payable to the Service Provider by the Council under the
                                           Agreement, as set out in the Agreement Summary Form.
                                           Pricing for the full and proper performance by the
                                           Service Provider of its part of the Agreement as
                                           determined under the Conditions of the Agreement but
                                           before taking into account the effect of any adjustment of
                                           price.

“Agreement”                                Means the signed Agreement between the Council and
                                           the Service Provider consisting of these conditions, the
                                           attached schedules, the service specification, and any
                                           other documents (or parts thereof) as specified and
                                           annexed to this Agreement as agreed by the Parties.

“Approval/Approved”                        Means the written consent of the Authorised Officer

“Authorised Officer”                       Means the person to whom the Council has delegated
                                           responsibility - refer to in Clause 5.9 (Authorised
                                           Officer);

‘’Authority, The’’                         Means East Sussex County Council and where the
                                           context so admits its officers, servants and agents or
                                           any successor with responsibility for the purchasing of
                                           Services.

“Caution”                                  Means a caution given to a person in England and
                                           Wales or Northern Ireland in respect of an offence
                                           which, at the time when the caution is given, the person
                                           has admitted.

“Commencement Date”                        Means the 23rd October 2010.

“Condition”                                Means a condition or clause within the Agreement.

“Confidential Information”                 Means any information which has been designated as
                                           confidential by either party in writing or that ought to be
                                           considered as confidential (however it is conveyed or on
                                           whatever media it is stored) including information the
                                           disclosure of which would, or would be likely to,
                                           prejudice the commercial interests of any person, trade
                                           secrets, intellectual property rights and know-how of
                                           either Party and all personal data and sensitive personal
                                           data within the meaning of the Data Protection Act 1998;




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Terms & Expressions                        Meanings

“Contract”                                 Means the signed Agreement between the Council and
                                           the Service Provider consisting of these conditions, the
                                           attached schedules, the service specification, and any
                                           other documents (or parts thereof) as specified and
                                           annexed to this Agreement as agreed by the Parties.

“Contract Expiry Date”                     Means the last day of the contract or Agreement – refer
                                           to the Agreement Summary Form.

‘’Contract Extension’’                     Means the period that the contract or Agreement is
                                           extended

“Contract Manager”                         Means the person appointed by the Service Provider to
                                           manage the Agreement - refer to Clause 5.8 (Contract
                                           Manager).

“Contract Period/Term”                     Means the period of the duration of the Agreement as
                                           specified in the Agreement Summary Form, subject to
                                           Clause 1.3 (possible extension of contract agreement
                                           period).

‘’Council, The ‘’                          Means East Sussex County Council and where the
                                           context so admits its officers, servants and agents or
                                           any successor with responsibility for the purchasing the
                                           Services.

"Crown Body"                               any department, office or agency of the Crown;

"Data Controller"                          shall have the same meaning as set out in the Data
                                           Protection Act 1998;

"Data Processor"                           shall have the same meaning as set out in the Data
                                           Protection Act 1998;

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

"Data Subject"                             shall have the same meaning as set out in the Data
                                           Protection Act 1998;

“Day/s”                                    Means Monday to Sunday inclusive.

“DCLG”                                     Means the Department of Communities & Local
                                           Government



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Terms & Expressions                        Meanings

“Default”                                  Means any breach of the obligations of either Party
                                           (including but not limited to fundamental breach or
                                           breach of a fundamental term) or any Default, act,
                                           omission, negligence or statement of either Party, its
                                           employees, agents or sub contractors in connection with
                                           or in relation to the subject matter of the Agreement and
                                           in respect of which such Party is liable to the other.

“Default Notice”                           Means a notice in writing issued by either Party setting
                                           out the nature of the Default committed and, if the
                                           Default can be put right, the action required to put it right
                                           and the timescale within which it is to be put right. Any
                                           such timescale must be reasonable in all the
                                           circumstances.

‘’Department, The’’                        Means the Adult Social Care Department of the Council
                                           acting as lead authority on behalf of any public body as
                                           may avail themselves of this Agreement.

‘’Deprivation of Liberties’’               Means as described in the Mental Capacity Act

‘’Director of Finance’’                    [referred to in Clause 6.1.4]

“Early Review Notice”                      Means a notice which the Council are entitled to serve
                                           on the Service Provider under Clause 8.3 stating that
                                           one or more of the Service Reviews has been brought
                                           forward and the date on which it is, or they are, to
                                           commence.

‘’Efficiency Savings’’                     Means year on year savings generated through working
                                           more efficiently.

"Environmental Information                 the Environmental Information Regulations 2004
Regulations”                               together with any guidance and/or codes of practise
                                           issued by the Information Commissioner or relevant
                                           Government Department in relation to such regulations;

“Financial Year”                           Means a period of 12 months from 1 April in one year to
                                           31 March in the next.

"FOIA"                                     the Freedom of Information Act 2000 and any
                                           subordinate legislation made under this Act from time to
                                           time together with any guidance and/or codes of practice
                                           issued by the Information Commissioner or relevant
                                           Government Department in relation to such legislation;

‘’Intellectual Property Rights’’           Means patents, trade marks, design rights (whether
                                           registerable or otherwise), applications for any of the
                                           foregoing, copyrights database rights, trade or business
                                           names and other similar rights or obligations whether
                                           registerable or not in any country (including but not
                                           limited to the United Kingdom).




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Terms & Expressions                        Meanings

"Law"                                      any applicable law, statute, bye-law, regulation, order,
                                           regulatory policy, guidance or industry code, rule of court
                                           or directives or requirements of any Regulatory Body,
                                           delegated or subordinate legislation or notice of any
                                           Regulatory Body.

“Mediator”                                 Means an individual who is appointed in accordance
                                           with Clause 9.2 (Dispute Resolution) to mediate
                                           between the Council and Service Provider if in dispute.

“ Notice”                                  Means the formal communication between the
                                           authorised representatives of the Council and Service
                                           Provider which shall be in accordance with the
                                           Agreement.

“Notification Procedures”                  Means the Council’s administrative procedures for the
                                           communication of amendments and other changes
                                           pertaining to the Agreement.

‘’Outcomes’’                               Means the service outcomes required as set out in the
                                           Service Specification

“Party”                                    Means either the Council or the Service Provider to this
                                           Agreement and “Parties” shall be construed accordingly.

“Performance Indicators”                   Means the Performance Indicators relating to the
                                           Services as set out in guidance issued locally and
                                           nationally from time to time by the Department of
                                           Communities and Local Government subject to possible
                                           changes thereof from time to time. For the avoidance of
                                           doubt the Council reserves the right to require
                                           satisfactory compliance with its own additional or local
                                           Performance Indicators and the right to modify the same
                                           from time to time.



"Personal Data"                            Shall have the same meaning as set out in the Data
                                           Protection Act 1998.

“Premises”                                 Means the location where the Services are to be
                                           performed, as specified in the Specification.

"Process"                                  Shall have the same meaning given to it under the Data
                                           Protection Legislation but, for the purposes of this
                                           Agreement, it shall include both manual and automatic
                                           processing.

“Purchasing Authority”                     Means any purchasing authority as defined in
                                           Regulation 5(2) of the Public Contracts (Works, Services
                                           and Supply) (Amendment) Regulations 2000 other than
                                           the Council;




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Terms & Expressions                        Meanings

“Regulatory Body”                          Means those government departments and regulatory,
                                           statutory and other entities, committees and bodies
                                           which, whether under statute, rules, regulations, codes
                                           of practice or otherwise, are entitled to regulate,
                                           investigate, or influence the matters dealt with in this
                                           Agreement or any other affairs of the Authority and
                                           "Regulatory Body" shall be construed accordingly; This
                                           will include the Care Quality Commission.

"Request for Information"                  Means a Request for Information or an apparent request
                                           under the Code of Practice on Access to Government
                                           Information, FOIA or the Environmental Information
                                           Regulations;

"Security Policy"                          the Council’s Data in Transit Policy as updated from time
                                           to time, and any other policies in respect of security as
                                           notified by the Council to the Service Provider from time
                                           to time;

“Serious Default”                          Means a Default which materially prejudices the health,
                                           safety or welfare of a Service User or Service Users.

“Service/Services”                         Means the Service/s to be provided in accordance with
                                           the conditions of this Agreement, specification and
                                           schedules as attached.

“Service Expiry Date”                      Means, the date agreed in relation to each Service
                                           following review.

“ Service Provider”                        Means the individual, person, company or organisation
                                           which has agreed to provide Services under the
                                           Agreement.

“Service Review”                           Means a review of the Services (including the Service
                                           Provider’s annual self assessment review) against
                                           criteria which shall be undertaken by the Council and
                                           Service Provider on an annual basis and such other
                                           times as determined by the Council.

“Service Specification”                    Means the description of the Services to be provided
                                           under the Agreement as set out in the Agreement
                                           Summary Form, and the Service Specification.

“Service User”                             Means a person who receives the Services that the
                                           Service Provider is contracted to provide under the
                                           Agreement.

“Staff”                                    Means all persons employed by the Service Provider to
                                           perform the Agreement together with the Service
                                           Provider’s servants, agents and Sub-Contractors used in
                                           the performance of the Agreement.

“Sub-contractor”                           Means any third party with whom the Service Provider
                                           enters into a Sub-contract.



                                                                                                       47
Contract for the Provision of a XXXXXXXX                                                     DATE

                                                   DRAFT
                                                  V3 27.04.11

Terms & Expressions                        Meanings

“Suspension Notice”                        Means a notice the Council serves on the Service
                                           Provider under Clause 8.4 which sets out details of the
                                           Services which are to be suspended whilst the Council
                                           carries out an investigation.

‘’Tender’’                                 Means the tender submitted by the Service Provider in
                                           response to the Invitation to Tender.

“TUPE”                                     Means the Transfer of Undertakings (Protection of
                                           Employment) Regulations 2006.

“Variation”                                Means a Variation to the Agreement or to the Services,
                                           made in accordance with Clause 5.3 (Variation
                                           Procedure).

“Variation Notice”                         Means a notice served in accordance with Clause 5.3
                                           (Variation Procedure).

"Working Day"                              any day other than a Saturday, Sunday or public holiday
                                           in England and Wales.




                                                                                                     48
Contract for the Provision of a XXXXXXXX                                                           DATE

                                                         DRAFT
                                                        V3 27.04.11
                                                                                               Schedule 2

                    East Sussex County Council Department for Adult Social Care

                                           Contract Summary Form
The Agreement Summary Form is issued subject to and in accordance with East Sussex County
Council’s Terms and Conditions of Agreement for the Supply of Services as specified below
which are hereby incorporated. Terms and Conditions of Agreement have the same meaning
when used in the Agreement Summary Form.


East Sussex County Council                   Department Contact:           Mandi Edwards
Contracts and Purchasing Unit
Adult Social Care                            Telephone No:                 01323 464049
St Mary’s House
52 St Leonard’s Road,                        Fax No:                       01323 466562
Eastbourne
East Sussex                                  E-mail:                       Mandi.edwards@eastsussex.gov.uk
BN21 3UU

                                                   XXXXXXXXXXX
                                           to East Sussex County Council.

Provider:

                                                       Provider Contact:

                                                       Telephone No:

                                                       Fax No:

                                                       E-mail:




(Explanatory Note: For Charitable organisations that are not incorporated, the Agreement must
be with the Trustees. The number of Trustees will be determined either by the organisation’s
Trust Deed or by decision of the Trustees.




                                                                                                          49
Contract for the Provision of a XXXXXXXX                                             DATE

                                            DRAFT
                                           V3 27.04.11




  Agreement Commencement Date:
                                                 xxxxxxxxxxx

  Agreement Period or Term:                      xxxxxxxxxxx


  Extension Options:                             None


  Agreement Prices:                              xxxxxxxxxxx


  Payment Terms:                                 Monthly in arrears


  Special Terms:                                 xxxxxxxxxxx


The Service Provider agrees to supply the Services for use by the Council as specified in the
Agreement.




                                                                                            50
Contract for the Provision of a XXXXXXXX                       DATE

                                               DRAFT
                                              V3 27.04.11


                                                            Schedule 3

                                           Specification




                                                                      51

				
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