Issuance Date: by QoA2W6h7

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									                                                                     Issuance Date: 09 September 2012
                                                                                       st
                                                                       Closing Date: 21 September 2012
                                                                       Closing Time: 17:00 Pakistan time


                                        British Council Pakistan
                         Quantitative Research into Pakistan’s Next Generation
                                            Primary Research

                                                          Section I
                                                      Terms of Reference

1. Background
     1.1. The British Council has initiated a new research programme which will build on its
          Pakistan: The Next Generation report.
     1.2. The research is being carried out under the British Council Pakistan’s Active Citizens
          Programme, part of a worldwide initiative supporting young people to become effective
          leaders and social activists through capacity building, institutional development, and local
          and global networking.
     1.3. It will explore how young people understand, experience, and respond to the challenges
          of contemporary Pakistan. We are especially interested in understanding how the next
          generation is reacting to conflict and violence, and in reaching those who live in conflict-
          affected areas of the country.
     1.4. Insights from the research will assist Pakistan’s policy makers, and the international
          community as they work to ensure the vast potential of the next generation is realised, to
          prevent conflict and violence, and to build strong and stable institutions.
     1.5. The research will also empower young people themselves, building leaders and activists,
          and helping Pakistan’s Active Citizens’ Programme address issues around young people
          and conflict.
     1.6. The research will have quantitative and qualitative elements. This Request for Proposals
          covers an initial representative survey of national opinion, which will be supplemented by
          future work focused on key geographic areas, issues, or target groups.
2. Scope
     2.1. A nationally representative survey of Pakistanis aged 18-29 years, using a questionnaire
          with approximately 120 closed and 60 open questions. The draft questionnaire will be
          provided by the British Council for review, and, if necessary, pre-testing by the chosen
          supplier.
3. Methodology
     3.1. In their technical proposal, suppliers are invited to set out a methodology for delivery of
          this requirement. Proposals should include any context-sensitive features; describe
          challenges, risks, and assumptions; and define a timeframe and milestones.
     3.2. Please ensure that you have considered the following issues in detail.
     Sampling
     3.3. You should set out your proposed sample size, with an explanation of why you have
          made this recommendation. Please provide a rationale for any over-sampling that may be
          required to ensure effective representation by sex, marital status, education level,
          religious affiliation, socio-cultural and linguistic group, income and occupation.



RFP Pakistan: Next Generation quantitative research          1
     3.4. Detail any areas of the country, or population segments, which you do not believe can
          effectively be surveyed at this time.
     Questionnaire
     3.5. You should explain any work that you believe will be needed to finalise the questionnaire
          and ensure it is appropriate to the range of cultural contexts in which it will be used.
          Please explain whether you believe pre-testing is necessary.
     3.6. You will be responsible for translation, so please set out which languages the research
          will be conducted in and how you will ensure comparability across languages.
     Field work
     3.7. You must provide a detailed work plan for the field work that you plan to carry out, and
          you should provide clear evidence of your capacity to conduct this field work to the
          highest standards.
     3.8. You should explain the nature and the composition of the teams that will carry out the
          research; what guidance, training and support they will be provided with; and how they
          will be supervised and the quality of their work assured. We understand that some
          elements of this research will be technically challenging to implement, so be clear about
          the difficulties you expect to encounter and how you will tackle them.
     3.9. It would be useful for you to explain how sampling will work in the field. You should also
          address the difficulties of operated in conflict-affected and other high risk areas (safety,
          mobility, access, psychological wariness, etc.).
     3.10. If you propose preparing a research manual to guide the field work, please provide an
           outline showing what this will contain.
     3.11. You should also address how you will make it possible for participants to speak about
           sensitive subjects openly and honestly, and without fear of reprisal.
     Data Entry and Coding
     3.12. Please provide sufficient detail for us to understand how, where, in what format, and by
           whom data entry will be handled, including how missing data and errors will be handled,
           and any arrangements for cleaning data.
     3.13. You should indicate how you plan to capture results from the qualitative research in a
           format that will allow for effective and objective analysis.
     3.14. Please explain how you will ensure the integrity and security of data, and how you will
           meet UK government best practice in data protection on the one hand (protecting the
           privacy of participants) and data openness and transparency on the other.
     Analysis
     3.15. Your primary analytical task is to provide an analysis and review of all data collected
           through the survey. Full tables must also be available electronically (in Excel). Please
           therefore provide an overview of the descriptive and inferential statistics you will provide,
           including a description of the analytical tools and tests that you will use.
     3.16. Further analysis will be conducted by the British Council team and its advisers. Please
           explain how you will contribute and support this effort.
     Reporting
     3.17. Effective reporting is essential, allowing the British Council team and its advisers to
           understand, explore and debate the evidence you have collected. Please explain in what
           format you will present your report, including the types of graphics and tables you will
           provide.



RFP Pakistan: Next Generation quantitative research   2
     3.18. Please also explain how you will support the preparation of graphics and other exhibits for
           published reports as the Next Generation research programme proceeds.
4. Reporting
     4.1. Pakistan leadership, expertise, and motivation will drive and sustain the research, with
          financial and technical support from the British Council. The British Council will take care
          to include representatives of Pakistan’s accomplished youth and, along with the service
          provider(s), support them to contribute effectively.
     4.2. The British Council will appoint one or more distinguished honorary patrons, with vision
          and energy commensurate with the unique and ambitious aims of NextGen Voices in
          Conflict to promote awareness, visibility, and support of the initiative and objectives.
     4.3. The British Council will constitute a task force to guide critical steps of the research. Its
          composition will reflect the strength and diversity of Pakistan society and signal the
          project’s intent to develop a multi-faceted portrait of young people’s views on conflict and
          violence. Members are expected to include leaders from government, academia, and civil
          society with working expertise in relevant fields.
     4.4. The selected provider will work with the project’s Research Director, who will be
          responsible for all aspects of research design and for ensuring all deliverables are of
          sufficient quality to meet the project’s objectives.
5. Delivery model
     5.1. You should provide concrete evidence that demonstrates your capacity to execute and
          manage this project in the following areas:
                 Research projects exploring the attitudes and behaviour of young people.
                 Quantitative research techniques.
                 Field work comparable to that included in your proposed methodology.
                 Training and ensuring the security of field researchers, especially if any of these
                  researchers have limited experience in data collection.
                 Data management.
                 Analytical and presentational techniques.

6. Deliverables
     6.1. The provider will deliver the following:
            6.1.1. A work plan.
            6.1.2. Research protocol that includes full details of all aspects of the research design.
            6.1.3. One or more final reports (please specify).
            6.1.4. Detailed data tables (please specify format).
            6.1.5. Exhibits as required for published reports.
            6.1.6. Additional data analysis if required for published reports.
            6.1.7. Presentation of final report and findings.

     6.2. Within 14 working days of contract signing, the service provider(s) will be expected to
          have attended a briefing meeting and to submit a consolidated work plan for approval.
     6.3. All deliverables under this contract should be provided in English. However, as published
          reports will also be in Urdu, and possibly other languages, material should be stored in
          the original language, with an accompanying translation as appropriate.
7. Timings
     7.1. Proposals are to be received by the specified deadline (see 8.3)
     7.2. The contract for the work will commence on 07th October 2012; field work is expected to
          start on 15th October 2012 and be complete by 30th November. (dates are subject to
          change as per agreement between British Council & the selected Contractor)

RFP Pakistan: Next Generation quantitative research   3
     7.3. The final report and presentation should be submitted by 15th December, 2012.
8. Instructions to Proposers
     8.1. Proposer submissions will comprise two separate parts – Technical Proposal and Cost
          Proposal. Both documents should be in English.
     8.2. Proposers are to submit two electronic files, clearly labelled Technical Proposal and Cost
          Proposal, in Microsoft Word and Excel.
     8.3. Proposals must be received no later than the specified deadline, sent to the following
          email address: usman.wazir@britishcouncil.org.pk. The transmittal email must include
          “NextGen Voices in Conflict Research” in the subject line.
     8.4. Any clarifications or questions regarding the submission should be sent to Usman Wazir,
          Project Officer, Active Citizens Programme, British Council
          (usman.wazir@britishcouncil.org.pk) before 17th September, 2012.
     8.5. The total limit for the Technical Proposal is 15 pages (11-point Arial single-spaced type),
          not including the cover page or annexes. Annexes A-G should be completed using the
          forms provided in this proposal (please do not amend the formatting). In addition to the
          submission letter (Annex A), sections should include:
            8.5.1. Cover Page (not to exceed 1 page – not included in page limit) - Include name of
                   Proposer(s) submitting proposal, contact person, telephone, e-mail, address.
            8.5.2. Executive Summary (not to exceed 1 page) – Briefly summarise the proposal and
                   identify the Proposer’s major strengths
            8.5.3. Technical Approach (not to exceed 5 pages) – Provide a sample methodology
                   based on the guidance on purpose and scope provided in sections 2 and 3. Identify
                   and address key opportunities, issues, challenges, risks, and assumptions for each
                   component of the research. Briefly describe each deliverable. Please add any
                   sample questionnaires you may want to as a separate annex.
            8.5.4. Management Plan (not to exceed 3 pages) – Describe the human, technical, and
                   organisational resources that will be used to deliver the research. Set out
                   arrangements for using any subcontractors. Explain how you will provide good
                   value for money. Provide a risk management strategy (Annex B). An organisational
                   chart and draft work plan with milestones (Annex C) should accompany the
                   proposal.
            8.5.5. Personnel & staffing (not to exceed 3 pages) – Describe the managerial and
                   technical team composition and individual proposed roles (Annex D), as well as
                   assignment of major tasks. Also provide information on the skills and experience of
                   core personnel (Annex E). The role and qualifications of any partner organisation
                   resources should be similarly articulated, as should arrangements for managing the
                   partnership.
            8.5.6. Institutional Capacity and Past Performance (not to exceed 3 pages) – Demonstrate
                   your technical capabilities and relevant past performance, linking this clearly to the
                   capabilities needed to deliver this project successfully and referring it to case
                   studies of activities similar in size, scope, and complexity (Annex F). Describe any
                   previous record of partner collaboration. Please add any examples of previous
                   work, bibliographies or reports you may want to as a separate annex.
     8.6. The Cost Proposal does not have a page limit. In addition to the Cost Proposal
          submission form (Annex G), the Cost Proposal should include name of Proposer(s)
          submitting the proposal, total cost, contact person, telephone, e-mail, address.
     8.7. The budget (Annex H) should be presented in summary plus stage-specific sub-sections,
          with a breakdown of costs according to each partner organisation. All costs shall be
          submitted in Pakistan rupees (PKR).

RFP Pakistan: Next Generation quantitative research   4
     8.8. The Cost Proposal budget and accompanying narrative should contain the following
          categories:
            8.8.1. Personnel
            8.8.2. Travel and Transportation
            8.8.3. Equipment and Supplies
            8.8.4. Outsourced components
            8.8.5. Other Direct Costs
     8.9. Please restrict your proposals to the requirements set out in these terms of reference.
          Concise proposals, that include sufficient technical detail on research techniques and
          give us a clear understanding of your capacity, are more likely to be successful than more
          general expositions on young people, violence, and conflict. Elaborate or specially
          presented proposals are not desired and may be construed as an indication of the
          Proposer’s lack of cost consciousness.
     8.10. The Standard Agreement for Supply of Consultancy Services Form (Annex I) has been
           provided for your information only, at this stage, but outlines the standard contract terms
           any Proposer(s) would be requested to sign and agree to.
9. Evaluation Factors for Award
     9.1. The British Council will evaluate proposals in accordance with this RFP and will award the
          contract to the most responsible Proposer(s) whose proposal(s) represents the best
          value.
     9.2. The British Council will pay special attention to value for money and will look for
          innovative proposals that clearly articulate how desired quality can be achieved at lowest
          reasonable price.
     9.3. Technical Proposals will be opened and evaluated first. Cost Proposals will be opened for
          those Technical Proposals that receive an overall ranking above 60 points. The highest
          evaluated proposals will be considered further for discussion and award, based on the
          numerical ranking for the proposal overall and each section of the proposal, respectively,
          in combination with analysis of proposed costs.
     9.4. Technical Proposals will be evaluated by a technical evaluation committee using the
          criteria and weightings shown below. The evaluation committee may include experts who
          are not employees of the British Council. When evaluating competing proposals, the
          British Council will consider the written qualifications/capability information provided by
          the Proposers and any other information obtained by the British Council through its own
          research.




RFP Pakistan: Next Generation quantitative research   5
                                                  Technical Evaluation Criteria                             Weight
             Technical Approach                                                                               30
             Understanding of challenges presented by a research exercise of this type. Knowledge
             of relevant literature and research techniques. Relevant, coherence and feasibility of
             proposed methodology. Analytical depth. Extent to which methodology is tailored to
             different geographical contexts and needs of different groups.
             Management Plan                                                                                  20
             Demonstrated performance in planning, scheduling, implementing, and monitoring
             similar research in terms of complexity and magnitude. Strong management structure,
             logical, cost-efficient, and appropriate to needs; clearly articulated staff positions,
             functions, and relationships, with well-defined linkages and communication between
             partners and between headquarters and field.
             Personnel & Staffing                                                                             30
             Extent to which skills and experience of proposed team meet or exceed those required.
             Soundness of strategy for accessing and utilising qualified local personnel, including
             local organisations recruited for data collection.
             Institutional Capacity & Past Performance                                                        20
             Demonstrated effectiveness in organising and managing similar research initiatives.
             Requisite experience in effective coordination of multi-component projects involving
             multiple institutions and diverse pools of expertise. Past comparable achievements as
             evidenced by verifiable success in implementing similar research projects, including
             clear explanation why and how achievements are relevant to current initiative.
                                                               Total possible technical evaluation points     100

     9.5. The Cost Proposal has not been assigned a numerical weighting. It will be reviewed for
          cost reasonableness, completeness, realism, and congruity within the needs laid out in
          the RFP.




RFP Pakistan: Next Generation quantitative research            6
                                                      Section II
                                                      Annexes



Technical Proposal Forms
  A     Technical Proposal Submission Form
  B     Risk Analysis & Mitigation Plan
  C     Work Plan
  D     Managerial / Technical Team Composition and Roles
  E     Format of Curriculum Vitae (CV) for Proposed Core Personnel
  F     Past Performance that Best Illustrates Qualifications



Financial Proposal Forms
  G     Cost Proposal Submission Form
  H     Budget (Excel file)
   I    Standard Agreement for Supply of Consultancy Services Form




RFP Pakistan: Next Generation quantitative research      7
                               Annex A: Technical Proposal Submission Form
 (This declaration must be printed on the organisation’s official letterhead and must be signed and
                    stamped by an authorised officer heading the organisation).




<Date>


The British Council
Mr. Usman Wazir, Project Officer, Active Citizens Programme
British High Commission
Diplomatic Enclave, Ramna 5
Islamabad, Pakistan

Dear Mr. Wazir:

We, the undersigned, offer to provide the research services in accordance with your Request for
Proposal dated _____________ 2012 and our proposal. We are hereby submitting our proposal,
which includes this Technical Proposal and a Cost Proposal sealed under a separate envelope.

Our proposal is binding upon us until <date> and subject to modifications resulting from any
contract negotiations.

We understand you are not bound to accept any proposal you receive.



Yours sincerely,
<Signature >
<Name>
<Position>




RFP Pakistan: Next Generation quantitative research   8
                                                          Annex B: Risk Analysis & Mitigation Plan

                                                           LIKELIHOOD     IMPACT
  #                                 RISK                      (H/M/L)      (H/M/L)                   How are you managing these risks?
  1

  2

  3

  4


                                                                    Annex C: Work Plan

 Proposer:                                                                                                WEEK


  #                              ACTIVITY                 RESPONSIBLE

  1

  2

  3

  4

  5

  6

  7

  8

  9

 10

 11




RFP Pakistan: Next Generation quantitative research   9
                  Annex D: Managerial / Technical Team Composition and Roles

                     Name                                  Position                           Role




    Annex E: Curriculum Vitae Format for Proposed Core Personnel (max. 2 pages/person)

                  Proposed Position
                         Name of Staff
         Date of Birth / Nationality
                             Profession
             Years with Firm/Entity
     Membership in Professional
                      Societies
         Detailed Tasks Assigned

Key Qualifications
[Give an outline of staff member’s experience and training most pertinent to tasks on assignment. Describe
degree of responsibility held by staff member on relevant previous assignments and give dates and
locations. Use about half a page.]

Education
[Summarise college/university and other specialised education of staff member, giving names of schools,
dates attended, and degrees obtained. Use about one quarter of a page.]

Employment Record
[Starting with present position, list in reverse order every employment held. List all positions held by staff
member since graduation, giving dates, names of employing organisations, titles of positions held, and
locations of assignments. For experience in last ten years, also give types of activities performed and client
references, where appropriate. Use about one page.]

Languages
[For each language indicate proficiency: excellent, good, fair, or poor in speaking, reading, and writing.]

Certification
The undersigned certify that to the best of knowledge and belief, these data correctly describe the proposed
core staff member, his/her qualifications, and his/her experience.
Printed name of core staff member:
Signature:                                                                              [Date: Day/Month/Year]
Printed name of authorised firm representative:
Signature:                                                                              [Date: Day/Month/Year]




RFP Pakistan: Next Generation quantitative research   10
                  Annex F: Past Performance that Best Illustrates Qualifications
 (Provide information on each assignment for which Proposer(s), either individually as a corporate
      entity or as one of the major companies within an association, was legally contracted.)


 Proposer’s Name:


 Assignment Name:                                                       Country:


 Location within Country:                                               Professional Staff Provided by Your
                                                                        Firm/Entity (profiles):

                                                                         o
 Name of Client and Point of Contact:                                   N of Staff:


                                                                         o
 Address:                                                               N of Staff-Months; Duration of
                                                                        Assignment:


 Start Date (Month/Year):               Completion Date (Month/Year):   Approx. Value of Services (in current
                                                                        PKR):

                                                                         o
 Name of Associated Consultants, If Any:                                N of Months of Professional Staff
                                                                        Provided by Associated Consultants:


 Name of Senior Staff (Project Director/Coordinator, Team Leader) Involved and Functions Performed:



 Narrative Description of Project:




 Description of Actual Services Provided:




RFP Pakistan: Next Generation quantitative research        11
                                   Annex G: Cost Proposal Submission Form
 (This declaration must be printed on the organisation’s official letterhead and must be signed and
                    stamped by an authorised officer heading the organisation).




<Date>


The British Council
Mr. Usman Wazir, Project Officer, Active Citizens Programme
British High Commission
Diplomatic Enclave, Ramna 5
Islamabad, Pakistan

Dear Mr. Wazir:

We, the undersigned, offer to provide the research services in accordance with your Request for
Proposal dated _______________ 2012 and our proposal. We are hereby submitting our
proposal, which includes this Cost Proposal and a Technical Proposal sealed under a separate
envelope.

Our attached Cost Proposal is for the sum of PKR <Amount in words and figures> in total.

Our Cost Proposal is binding upon us until <date> and subject to modifications resulting from any
contract negotiations.

We understand you are not bound to accept any proposal you receive.



Yours sincerely,
<Signature >
<Name>
<Position>




RFP Pakistan: Next Generation quantitative research   12
                                                      Annex H: Budget
                                                         Excel File




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          Annex I: Standard Agreement for Supply of Consultancy Services Form
                                   Dated [__]




                                               THE BRITISH COUNCIL

                                                      - and -

                                                       [__]




                   AGREEMENT FOR SUPPLY OF CONSULTANCY SERVICES




RFP Pakistan: Next Generation quantitative research           14
THIS AGREEMENT is dated [__].

PARTIES

(1)         THE BRITISH COUNCIL, incorporated by Royal Charter and registered as a charity (under
            number 209131 in England and Wales and number SCO37733 in Scotland), with its principal office
            at 10 Spring Gardens, London, SW1A 2BN operating through its local office at British High
            Commission, Diplomatic Enclave, Ramna 5, Islamabad the "British Council"); and

(2)         [__] incorporated and registered in Pakistan whose registered office is at [__] (the "Client").

BACKGROUND

[__]

Agreed terms

1.          Interpretation

1.1         The definitions and rules of interpretation in this clause apply in this Agreement.

            "British Council's Equipment", any equipment, including tools, systems, cabling or facilities,
            provided by the British Council or its subcontractors and used directly or indirectly in the supply of
            the Services which are not the subject of a separate agreement between the parties under which
            title passes to the Client.

            "British Council's Manager", the British Council's manager for [the Services OR [the OR a]
            Project] appointed under clause 4.3.

            "Client's Equipment", any equipment, systems, cabling or facilities provided by the Client and
            used directly or indirectly in the supply of the Services.

            "Client's Manager", the Client's manager for [[the OR a] Project OR the Services], appointed in
            accordance with clause 5.1.

            "Deliverables", all Documents, products and materials developed by the British Council or its
            agents, subcontractors, consultants and employees in relation to [[a OR the] Project Plan OR the
            Services] in any form, including [computer programs, data, reports and specifications (including
            drafts) OR [Specify relevant products or materials] OR the deliverables specified in the Project
            Plan].

            "Document", includes, in addition to any document in writing, any drawing, map, plan, diagram,
            design, picture or other image, tape, disk or other device or record embodying information in any
            form.

            "In-put Material", all Documents, information and materials provided by the Client relating to the
            Services, including [computer programs, data, reports and specifications OR [Specify relevant
            products or materials] OR the in-put materials specified in the Project Plan].

            "Intellectual Property Rights", all patents, rights to inventions, utility models, copyright and
            related rights, trade marks, service marks, trade, business and domain names, rights in trade
            dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in
            designs, rights in computer software, database right, topography rights, moral rights, rights in
            confidential information (including know-how and trade secrets) and any other intellectual property
            rights, in each case whether registered or unregistered and including all applications for and
            renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in
            any part of the world.

            "Pre-existing Materials", all Documents, information and materials provided by the British Council
            relating to the Services which existed prior to the commencement of this Agreement, including



RFP Pakistan: Next Generation quantitative research     15
            [computer programs, data, reports and specifications OR [Specify relevant products or materials]
            OR the pre-existing materials specified in the Project Plan].

            "Project", [the OR a] project as described in [the OR a] Project Plan.

            "Project Milestones", those milestones or events to be completed as part of the Project, as set
            out in the Project Plan.

            "Project Plan", the detailed plan describing [the OR a] Project and setting out the estimated
            timetable (including Project Milestones) and responsibilities for the provision of the Services
            agreed in accordance with clause 3.

            "Services", the [training]/[consultancy] services to be provided by the British Council under this
            Agreement as set out in [Schedule 1 OR [the OR a] Project Plan OR [Specify where details of the
            services will be set out]][, together with any other services which the British Council provides or
            agrees to provide to the Client].

            "VAT", value added tax chargeable under English law for the time being and any similar additional
            tax.

1.2         Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3         A person includes a natural person, corporate or unincorporated body (whether or not having
            separate legal personality) and that person's legal and personal representatives, successors and
            permitted assigns.

1.4         The Schedules and background form part of this Agreement and shall have effect as if set out in
            full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.5         Words in the singular shall include the plural and vice versa.

1.6         A reference to a statute or statutory provision is a reference to it as it is in force for the time being,
            taking account of any amendment, extension, or re-enactment and includes any subordinate
            legislation for the time being in force made under it.

1.7         A reference to writing or written includes faxes but not e-mail.

1.8         Where the words include(s), including or in particular are used in this Agreement, they are
            deemed to have the words without limitation following them. Where the context permits, the
            words other and otherwise are illustrative and shall not limit the sense of the words preceding
            them.

1.9         Any obligation in this Agreement on a person not to do something includes an obligation not to
            agree, allow, permit or acquiesce in that thing being done.

1.10        References to clauses and Schedules are to the clauses and Schedules of this Agreement.

2.          Commencement and duration

2.1         The British Council shall provide the Services to the Client on the terms and conditions of this
            Agreement.

2.2         The British Council shall provide the Services to the Client from the date specified in the Project
            Plan.

2.3         The Services supplied under this Agreement shall continue to be supplied, subject to early
            termination in accordance with clause 12, [until the Project is completed in accordance with the
            Project Plan OR for a period of [Term]] [and, after that, shall continue to be supplied unless this
            Agreement is terminated by one of the parties giving to the other not less than [Number] months'
            notice, [such notice to expire on [Date] or at any time after that date]].




RFP Pakistan: Next Generation quantitative research       16
3.          Project Plan

3.1         Project Plans shall be agreed in the following manner:

            3.1.1        the Client shall provide the British Council with a request for a Project Plan, setting out
                         the requirements and specifications of the services which it is requesting from the British
                         Council, including a description of what work is to be done, dates by which [it OR each
                         stage of the work] is requested to be started and finished, Deliverables, In-put Materials
                         [, ANY ADDITIONAL INFORMATION REQUIRED BY THE BRITISH COUNCIL FROM
                         THE CLIENT TO DETERMINE THE PROJECT PLAN] and such other information as the
                         British Council may request to allow the British Council to prepare a draft Project Plan;

            3.1.2        the British Council shall, as soon as reasonably practicable, provide the Client with a
                         draft Project Plan; and

            3.1.3        the British Council and the Client shall discuss and agree the draft Project Plan and when
                         it has been agreed, they shall both sign a copy of it and it shall become [a] Schedule [2]
                         to and subject to this Agreement.

3.2         [The British Council shall charge for the preparation of the Project Plan on a time and materials
            basis in accordance with clause 7.]

3.3         Once the Project Plan has been agreed and signed in accordance with clause 3.1.3, no
            amendment shall be made to it except in accordance with clause 6 and clause 14.

4.          British Council's obligations

4.1         The British Council shall provide the Services, and to deliver the Deliverables to the Client, in
            accordance with [Error! Reference source not found.Error! Reference source not found. OR
            the Project Plan] in all material respects.

4.2         The British Council shall use reasonable endeavours to meet [any performance dates OR Project
            Milestones] specified in [Error! Reference source not found.Error! Reference source not
            found. OR the Project Plan], but any such dates shall be estimates only and time for performance
            by the British Council shall not be of the essence of this Agreement.

4.3         The British Council shall appoint the British Council's Manager [in respect of each Project] who
            shall have authority contractually to bind the British Council on all matters relating to the [Services
            OR Project]. The British Council shall use reasonable endeavours to ensure that the same person
            acts as the British Council's Manager throughout the term of [this Agreement OR Project], but may
            replace him from time to time where reasonably necessary in the interests of the British Council's
            business.

4.4         The British Council shall use reasonable endeavours to observe all health and safety rules and
            regulations and any other reasonable security requirements that apply at any of the Client's
            premises and that have been communicated to it under clause 5.1.4, provided that it shall not be
            liable under this Agreement if, as a result of such observation, it is in breach of any of its
            obligations under this Agreement.

5.          Client's obligations

5.1         The Client shall:

            5.1.1        co-operate with the British Council in all matters relating to the Services and appoint the
                         Client's Manager [in relation to [the Services OR [each OR the] Project]], who shall have
                         the authority contractually to bind the Client on matters relating to [the Services OR that
                         Project];




RFP Pakistan: Next Generation quantitative research       17
            5.1.2        provide, for the British Council, its agents, subcontractors, consultants and employees, in
                         a timely manner and at no charge, access to the Client's premises, office
                         accommodation, data and other facilities as reasonably required by the British Council;

            5.1.3        provide, in a timely manner, such In-put Material and other information as the British
                         Council may reasonably require, and ensure that it is accurate in all material respects;

            5.1.4        inform the British Council of all health and safety rules and regulations and any other
                         reasonable security requirements that apply at any of the Client's premises;

            5.1.5        ensure that all Client's Equipment is in good working order and suitable for the purposes
                         for which it is used in relation to the Services and conforms to all relevant standards or
                         requirements;

            5.1.6        obtain and maintain all necessary licences and consents and comply with all relevant
                         legislation in relation to the Services, the installation of the British Council's Equipment,
                         the use of In-put Material and the use of the Client's Equipment in relation to the British
                         Council's Equipment insofar as such licences, consents and legislation relate to the
                         Client's business, premises, staff and equipment, in all cases before the date on which
                         the Services are to start; and

            5.1.7        keep, maintain and insure the British Council's Equipment in good condition from time to
                         time and shall not dispose of or use the British Council's Equipment other than in
                         accordance with the British Council's written instructions or authorisation.

5.2         If the British Council's performance of its obligations under this Agreement is prevented or delayed
            by any act or omission of the Client, its agents, subcontractors, consultants or employees, the
            British Council shall not be liable for any costs, charges or losses sustained or incurred by the
            Client that arise directly or indirectly from such prevention or delay.

5.3         The Client shall be liable to pay to the British Council, on demand, all reasonable costs, charges or
            losses sustained or incurred by the British Council (including any direct, indirect or consequential
            losses, loss of profit and loss of reputation, loss or damage to property and those arising from
            injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise
            directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the
            performance of any of its obligations under this Agreement, subject to the British Council
            confirming such costs, charges and losses to the Client in writing.

5.4         The Client shall not, without the prior written consent of the British Council, at any time from the
            date of this Agreement to the expiry of 6 months after the termination of this Agreement, solicit or
            entice away from the British Council or employ or attempt to employ any person who is, or has
            been, engaged as an employee of the British Council in the provision of the Services.

5.5         Any consent given by the British Council in accordance with clause 5.4 shall be subject to the
            Client paying to the British Council a sum equivalent to 20% of the then current annual
            remuneration of the British Council's employee or, if higher, 20% of the annual remuneration to be
            paid by the Client to that employee.

6.          Change control

6.1         The Client's Manager and the British Council's Manager shall meet at least once every [Period of
            time] to discuss matters relating to the [Services OR Project]. If either party wishes to change the
            scope or execution of the Services, it shall submit details of the requested change to the other in
            writing.

6.2         If either party requests a change to the scope or execution of the Services, the British Council
            shall, within a reasonable time, provide a written estimate to the Client of:

            6.2.1        the likely time required to implement the change;


RFP Pakistan: Next Generation quantitative research         18
            6.2.2        any necessary variations to the British Council's charges arising from the change;

            6.2.3        the likely effect of the change on the Project Plan; and

            6.2.4        any other impact of the change on this Agreement.

6.3         If the Client wishes the British Council to proceed with the change, the British Council has no
            obligation to do so unless and until the parties have agreed the necessary variations to its charges,
            the Services, the relevant Project Plan (if applicable) and any other relevant terms of this
            Agreement to take account of the change and this Agreement has been varied in accordance with
            clause 14.

6.4         Notwithstanding clause 6.3, the British Council may, from time to time and without notice, change
            the Services in order to comply with any applicable safety or statutory requirements, provided that
            such changes do not materially affect the nature, scope of, or the charges for the Services. If the
            British Council requests a change to the scope of the Services for any other reason, the Client
            shall not unreasonably withhold or delay consent to it.

6.5         The British Council may charge for the time it spends assessing a request for change from the
            Client on a time and materials basis in accordance with clause 7.

7.          Charges and payment

7.1         In consideration of the provision of the Services by the British Council, the Client shall pay the
            charges as set out in [__], which shall specify whether they shall be on a time and materials basis,
            a fixed price basis or a combination of both. Clause 7.2 shall apply if the British Council provides
            Services on a time and materials basis and clause 7.3 shall apply if the British Council provides
            Services for a fixed price. The remainder of this clause 7 shall apply in either case.

7.2         Where Services are provided on a time and materials basis:

            7.2.1        the charges payable for the Services shall be calculated in accordance with the British
                         Council's fee rates, as set out in Schedule 3;

            7.2.2        the British Council's standard daily fee rates for each individual person are calculated on
                         the basis of an eight-hour day, worked between [8.00 am] and [5.00 pm] on weekdays
                         (excluding public holidays);

            7.2.3        the British Council shall be entitled to charge an overtime rate of [Percentage]% of the
                         normal daily fee rate on a pro-rata basis for each part day or for any time worked by
                         individuals whom it engages on the [Project OR Services] outside the hours referred to in
                         clause 7.2.2;

            7.2.4        all charges quoted to the Client shall be exclusive of VAT, which the British Council shall
                         add to its invoices at the appropriate rate;

            7.2.5        the British Council shall ensure that every individual whom it engages on the Services
                         completes time sheets recording time spent on the [Services OR Project], and the British
                         Council shall use such time sheets to calculate the charges covered by each monthly
                         invoice referred to in clause 7.2.6; and

            7.2.6        the British Council shall invoice the Client monthly in arrears for its charges for time,
                         expenses and materials (together with VAT where appropriate) for the month concerned,
                         calculated as provided in this clause 7.2 and clause 7.4.

7.3         Where Services are provided for a fixed price, the total price for the Services shall be the amount
            set out in [[__]of [__] OR the Project Plan]. The Client shall pay the total price to the British Council
            (without deduction or set-off) in instalments, as set out in [__] of [__] OR the Project Plan]. At the
            end of a period specified in [__] of [__] OR the Project Plan] in respect of which an instalment is



RFP Pakistan: Next Generation quantitative research        19
            due, the British Council shall invoice the Client for the charges that are then payable, together with
            expenses, the costs of materials and VAT, where appropriate, calculated as provided in clause 7.4.

7.4         Any fixed price [and daily rate] contained in [[__] of [__] OR the Project Plan] excludes:

            7.4.1        the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably
                         incurred by the individuals whom the British Council engages in connection with the
                         Services, the cost of any materials and the cost of services reasonably and properly
                         provided by third parties and required by the British Council for the supply of the
                         Services. Such expenses, materials and third party services shall be invoiced by the
                         British Council in addition; and

            7.4.2        VAT, which the British Council shall add to its invoices at the appropriate rate.

7.5         The parties agree that the British Council may review and amend its prices in accordance with any
            review procedure set out in Schedule 3.

7.6         The Client shall pay each invoice submitted to it by the British Council, in full and in cleared funds,
            within 30 days of receipt to a bank account nominated in writing by the British Council.

7.7         Without prejudice to any other right or remedy that it may have, if the Client fails to pay the British
            Council on the due date, the British Council may:

            7.7.1        charge interest on such sum from the due date for payment at the annual rate of 4%
                         above the base lending rate from time to time of HSBC Plc, accruing on a daily basis and
                         being compounded quarterly until payment is made, whether before or after any
                         judgment and the Client shall pay the interest immediately on demand; and

            7.7.2        suspend all Services until payment has been made in full.

7.8         Time for payment shall be of the essence of this Agreement.

7.9         All sums payable to the British Council under this Agreement shall become due immediately on its
            termination, despite any other provision. This clause 7.9 is without prejudice to any right to claim
            for interest under the law, or any such right under this Agreement.

7.10        The British Council may, without prejudice to any other rights it may have, set off any liability of the
            Client to the British Council against any liability of the British Council to the Client.

8.          Intellectual property rights

8.1         As between the Client and the British Council, all Intellectual Property Rights and all other rights in
            the Deliverables and the Pre-existing Materials shall be owned by the British Council. Subject to
            clause 8.2, the British Council grants to the Client the right to use such Intellectual Property Rights
            on a non-exclusive basis and solely to such extent as is strictly necessary to enable the Client to
            make use of the Deliverables and the Services in accordance with Schedule 1. If this Agreement is
            terminated, this licence will automatically terminate.

8.2         The Client acknowledges that, where the British Council does not own any of the Pre-existing
            Materials, the Client's use of rights in Pre-existing Materials is conditional on the British Council
            obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as
            will entitle the British Council to license such rights to the Client.

9.          Confidentiality and the British Council's property

9.1         The Client shall keep in strict confidence all technical or commercial know-how, specifications,
            inventions, processes or initiatives which are of a confidential nature and have been disclosed to
            the Client by the British Council, its employees, agents, consultants or subcontractors and any
            other confidential information concerning the British Council's business or its products which the
            Client may obtain.



RFP Pakistan: Next Generation quantitative research        20
9.2         The Client may disclose such information:

            9.2.1        to its employees, officers, representatives, advisers, agents or subcontractors who need
                         to know such information for the purposes of carrying out the Client's obligations under
                         this Agreement; and

            9.2.2        as may be required by law, court order or any governmental or regulatory authority.

9.3         The Client shall ensure that its employees, officers, representatives, advisers, agents or
            subcontractors to whom it discloses such information comply with this clause 9.

9.4         The Client shall not use any such information for any purpose other than to perform its obligations
            under this Agreement.

9.5         All materials, equipment and tools, drawings, specifications and data supplied by the British
            Council to the Client (including Pre-existing Materials and the British Council's Equipment) shall, at
            all times, be and remain, as between the British Council and the Client, the exclusive property of
            the British Council, but shall be held by the Client in safe custody at its own risk and maintained
            and kept in good condition by the Client until returned to the British Council, and shall not be
            disposed of or used other than in accordance with the British Council's written instructions or
            authorisation.

10.         Limitation of liability

10.1        This clause 10 sets out the entire financial liability of the British Council (including any liability for
            the acts or omissions of its employees, agents, consultants and subcontractors) to the Client in
            respect of:

            10.1.1       any breach of this Agreement , including any deliberate breach of this Agreement by the
                         British Council, or its employees, agents or subcontractors;

            10.1.2       any use made by the Client of the Services, the Deliverables or any part of them; and

            10.1.3       any representation, statement or tortious act or omission (including negligence) arising
                         under or in connection with this Agreement.

10.2        All warranties, conditions and other terms implied by statute or common law are, to the fullest
            extent permitted by law, excluded from this Agreement.

10.3        Nothing in this Agreement limits or excludes the liability of the British Council:

            10.3.1       for death or personal injury resulting from negligence; or

            10.3.2       for any damage or liability incurred by the Client as a result of fraud or fraudulent
                         misrepresentation by the British Council; or

            10.3.3       for any liability incurred by the Client as a result of any breach by the British Council of
                         the clause as to title or the warranty as to quiet possession implied by section 2 of the
                         Supply of Goods and Services Act 1982.

10.4        Subject to clause 10.2 and clause 10.3:

            10.4.1       the British Council shall not be liable for:

                         (a)     loss of profits; or

                         (b)     loss of business; or

                         (c)     depletion of goodwill and/or similar losses; or

                         (d)     loss of anticipated savings; or

                         (e)     loss of goods; or


RFP Pakistan: Next Generation quantitative research         21
                         (f)     loss of contract; or

                         (g)     loss of use; or

                         (h)     loss of corruption of data or information; or

                         (i)     any special, indirect, consequential or pure economic loss, costs, damages,
                                 charges or expenses; and

            10.4.2       the British Council's total liability in contract, tort (including negligence or breach of
                         statutory duty), misrepresentation, restitution or otherwise arising in connection with the
                         performance or contemplated performance of this Agreement shall be limited to
                         [£[Amount] OR the price paid for the Services].

11.         [Data protection

            The Client acknowledges and agrees that details of the Client's name, address and payment
            record may be submitted to a credit reference agency, and personal data will be processed by and
            on behalf of the British Council [in connection with [the Services]].]

12.         Termination

12.1        Without prejudice to any other rights or remedies which the parties may have, either party may
            terminate this Agreement without liability to the other immediately on giving notice to the other if:

            12.1.1       the other party fails to pay any amount due under this Agreement on the due date for
                         payment and remains in default not less than [Number] days after being notified in
                         writing to make such payment; or

            12.1.2       the other party commits a breach of any of the material terms of this Agreement and (if
                         such a breach is remediable) fails to remedy that breach within 30 days of that party
                         being notified in writing of the breach; or

            12.1.3       the other party suspends, or threatens to suspend, payment of its debts, is unable to pay
                         its debts as they fall due, admits inability to pay its debts or (being a company) is deemed
                         unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or
                         (being a natural person) is deemed either unable to pay its debts or as having no
                         reasonable prospect of so doing, in either case, within the meaning of section 268 of the
                         Insolvency Act 1986 or (being a partnership) has any partner to whom any of the
                         foregoing apply; or

            12.1.4       the other party commences negotiations with all, or any class of, its creditors with a view
                         to rescheduling any of its debts, or makes a proposal for, or enters into any compromise
                         or arrangement with, its creditors other than for the sole purpose of a scheme for a
                         solvent amalgamation of that other party with one or more other companies, or the
                         solvent reconstruction of that other party; or

            12.1.5       a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in
                         connection with the winding up of that other party other than for the sole purpose of a
                         scheme for a solvent amalgamation of that other party with one or more other
                         companies, or the solvent reconstruction of that other party; or

            12.1.6       an application is made to court, or an order is made, for the appointment of an
                         administrator, a notice of intention to appoint an administrator is given, or an
                         administrator is appointed over the other party; or

            12.1.7       a floating charge holder over the assets of that other party has become entitled to
                         appoint, or has appointed, an administrative receiver; or

            12.1.8       a person becomes entitled to appoint a receiver over the assets of the other party, or a
                         receiver is appointed over the assets of the other party; or

RFP Pakistan: Next Generation quantitative research         22
            12.1.9       a creditor or encumbrancer of the other party attaches or takes possession of, or a
                         distress, execution, sequestration or other such process is levied or enforced on or sued
                         against, the whole or any part of its assets and such attachment or process is not
                         discharged within 14 days; or

            12.1.10 any event occurs, or proceeding is taken, with respect to the other party in any
                    jurisdiction to which it is subject that has an effect equivalent or similar to any of the
                    events mentioned in clause 12.1.3 to clause 12.1.9 (inclusive); or

            12.1.11 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a
                    substantial part of its business; or

            12.1.12 there is a change of control of the other party (as defined in section 574 of the Capital
                    Allowances Act 2001).

12.2        [Notwithstanding anything to the contrary elsewhere in this Agreement, the British Council shall
            have the right to terminate this Agreement by serving not less than [insert number] [days’/months’]
            written notice on the Client.]

12.3        On termination of this Agreement for any reason:

            12.3.1       the Client shall immediately pay to the British Council all of the British Council's
                         outstanding unpaid invoices and interest and, in respect of Services supplied but for
                         which no invoice has been submitted, the British Council may submit an invoice, which
                         shall be payable immediately on receipt;

            12.3.2       the Client shall, within a reasonable time, return all of the British Council's Equipment,
                         Pre-existing Materials [and Deliverables]. If the Client fails to do so, then the British
                         Council may enter the Client's premises and take possession of them. Until they have
                         been returned or repossessed, the Client shall be solely responsible for their safe
                         keeping; and

            12.3.3       the accrued rights and liabilities of the parties as at termination and the continuation of
                         any provision expressly stated to survive or implicitly surviving termination, shall not be
                         affected.

12.4        On termination of this Agreement (however arising) the following clauses shall survive and
            continue in full force and effect:

            12.4.1       Clause 8;

            12.4.2       Clause 9;

            12.4.3       Clause 10;

            12.4.4       Clause 12; and

            12.4.5       Clause 23.

13.         Force majeure

13.1        A party, provided that it has complied with the provisions of clause 13.3, shall not be in breach of
            this Agreement, nor liable for any failure or delay in performance of any obligations under this
            Agreement (and, subject to clause 13.4, the time for performance of the obligations shall be
            extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond
            its reasonable control ("Force Majeure Event"), including but not limited to any of the following:

            13.1.1       acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural
                         disaster;

            13.1.2       war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo,
                         breaking off of diplomatic relations or similar actions;

RFP Pakistan: Next Generation quantitative research        23
            13.1.3       terrorist attack, civil war, civil commotion or riots;

            13.1.4       nuclear, chemical or biological contamination or sonic boom;

            13.1.5       compliance with any law;

            13.1.6       fire, explosion or accidental damage;

            13.1.7       loss at sea;

            13.1.8       extreme adverse weather conditions;

            13.1.9       collapse of building structures, failure of plant machinery, machinery, computers or
                         vehicles;

            13.1.10 any labour dispute, including but not limited to strikes, industrial action or lockouts;

            13.1.11 non-performance by suppliers or subcontractors (other than by companies in the same
                    group as the party seeking to rely on this clause); and

            13.1.12 interruption or failure of utility service, including but not limited to electric power, gas or
                    water.

13.2        The corresponding obligations of the other party will be suspended to the same extent.

13.3        Any party that is subject to a Force Majeure Event shall not be in breach of this Agreement
            provided that:

            13.3.1       it promptly notifies the other party in writing of the nature and extent of the Force Majeure
                         Event causing its failure or delay in performance;

            13.3.2       it could not have avoided the effect of the Force Majeure Event by taking precautions
                         which, having regard to all the matters known to it before the Force Majeure Event, it
                         ought reasonably to have taken, but did not; and

            13.3.3       it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event,
                         to carry out its obligations under this Agreement in any way that is reasonably practicable
                         and to resume the performance of its obligations as soon as reasonably possible.

13.4        If the Force Majeure Event prevails for a continuous period of more than [Number] months, either
            party may terminate this Agreement by giving [Number] days' written notice to the other party. On
            the expiry of this notice period, this Agreement will terminate. Such termination shall be without
            prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to
            such termination.

14.         Variation

            Subject to clause 3 and clause 6, no variation of this Agreement [or of any of the documents
            referred to in it] shall be valid unless it is in writing and signed by or on behalf of each of the
            parties.

15.         Waiver

15.1        Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement
            or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or
            restrict any further exercise of that (or any other) right or remedy.

15.2        No single or partial exercise of any right or remedy provided under this Agreement or by law shall
            preclude or restrict the further exercise of any such right or remedy.

15.3        A waiver (which may be given subject to conditions) of any right or remedy provided under this
            Agreement or by law shall only be effective if it is in writing and shall apply only to the party to
            whom it is addressed and for the specific circumstances for which it is given. It shall not prevent

RFP Pakistan: Next Generation quantitative research          24
            the party who has given the waiver from subsequently relying on the right or remedy in other
            circumstances.

15.4        [A party that waives a right or remedy provided under this Agreement or by law in relation to
            another party, or takes or fails to take any action against that party, does not affect its rights in
            relation to any other party.]

15.5        Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do
            not exclude rights provided by law.

16.         Severance

16.1        If any provision of this Agreement (or part of any provision) is found by any court or other authority
            of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision
            shall, to the extent required, be deemed not to form part of the Agreement, and the validity and
            enforceability of the other provisions of the Agreement shall not be affected.

16.2        If a provision of this Agreement (or part of any provision) is found illegal, invalid or unenforceable,
            the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal,
            valid and enforceable, and, to the greatest extent possible, achieves the parties' original
            commercial intention.

17.         Entire Agreement

17.1        This Agreement and any documents referred to in it constitute the whole agreement between the
            parties and supersede any previous arrangement, understanding or agreement between them
            relating to the subject matter of this Agreement.

17.2        Each party acknowledges that, in entering into this Agreement, it does not rely on any statement,
            representation, assurance or warranty ("Representation") of any person (whether a party to this
            Agreement or not) other than as expressly set out in this Agreement or those documents. Each
            party agrees that the only remedies available to it arising out of or in connection with a
            Representation shall be for breach of contract as expressly provided in this Agreement.

17.3        Nothing in this clause shall limit or exclude any liability for fraud.

18.         Assignment

18.1        The Client shall not, without the prior written consent of the British Council, assign, transfer,
            charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its
            rights or obligations under this Agreement.

18.2        The British Council may at any time assign, transfer, charge, mortgage, subcontract, declare a
            trust of or deal in any other manner with all or any of its rights or obligations under this Agreement.

18.3        Each party that has rights under this Agreement is acting on its own behalf and not for the benefit
            of another person.

19.         No partnership or agency

            Nothing in this Agreement is intended to, or shall operate to, create a partnership between the
            parties, or to authorise either party to act as agent for the other, and neither party shall have
            authority to act in the name or on behalf of or otherwise to bind the other in any way (including the
            making of any representation or warranty, the assumption of any obligation or liability and the
            exercise of any right or power).

20.         Rights of third parties

            A person who is not a party to this Agreement shall not have any rights under or in connection with
            it.



RFP Pakistan: Next Generation quantitative research       25
21.         Notices

21.1        A notice given to a party under or in connection with this Agreement:

            21.1.1       shall be in writing in English (or accompanied by a properly prepared translation into
                         English);

            21.1.2       shall be signed by or on behalf of the party giving it;

            21.1.3       shall be sent for the attention of the person, at the address or fax number specified in this
                         clause (or to such other address, fax number or person as that party may notify to the
                         other, in accordance with the provisions of this clause); and

            21.1.4       shall be:

                         (a)       delivered personally; or

                         (b)       sent by commercial courier; or

                         (c)       sent by fax; or

                         (d)       sent by pre-paid first-class post or recorded delivery; or

                         (e)       sent by airmail requiring signature on delivery.

21.2        The addresses for service of a notice are as follows:

            21.2.1       The British Council:

                         (a)       address: [__]

                         (b)       for the attention of: [__]

                         (c)       fax number: [__]

            21.2.2       Client:

                         (a)       address: [__]

                         (b)       for the attention of: [__]

                         (c)       fax number: [__]

21.3        If a notice has been properly sent or delivered in accordance with this clause, it will be deemed to
            have been received as follows:

            21.3.1       if delivered personally, at the time of delivery; or

            21.3.2       if delivered by commercial courier, at the time of signature of the courier's receipt; or

            21.3.3       if sent by fax, at the time of transmission; or

            21.3.4       if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second day
                         after posting; or

            21.3.5       if sent by airmail, five days from the date of posting.

21.4        For the purposes of this clause:

            21.4.1       all times are to be read as local time in the place of deemed receipt; and

            21.4.2       if deemed receipt under this clause is not within business hours (meaning 9.00 am to
                         5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt),
                         the notice is deemed to have been received when business next starts in the place of
                         receipt.


RFP Pakistan: Next Generation quantitative research             26
21.5        To prove delivery, it is sufficient to prove that:

            21.5.1       if sent by fax, the notice was transmitted by fax to the fax number of the party; or

            21.5.2       if sent by pre-paid first class post, the envelope containing the notice was properly
                         addressed and posted.

21.6        The provisions of this clause 21 shall not apply to the service of any process in any legal action or
            proceedings.

21.7        A notice required to be given under or in connection with this Agreement shall not be validly served
            if sent by e-mail.

22.         Dispute resolution

22.1        If any dispute arises in connection with this Agreement, the British Council's Manager and the
            Client's Manager shall, within seven days of a written request from one party to the other, meet in a
            good faith effort to resolve the dispute.

23.         Governing law and jurisdiction

23.1        This Agreement and any dispute or claim arising out of or in connection with it or its subject matter
            or formation (including non-contractual disputes or claims), shall be governed by, and construed in
            accordance with, the law of England and Wales.

23.2        The parties irrevocably agree that the courts of England and Wales shall have exclusive
            jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or
            its subject matter or formation (including non-contractual disputes or claims).

This Agreement has been entered into on the date stated at the beginning of it.



                                                           **********



                                                       Schedule 1 – Services

                Description of the Consultancy Services to be provided under the Agreement



                                                      Schedule 2 – Project Plan




RFP Pakistan: Next Generation quantitative research             27

								
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