Consultancy Services Contract Template by ooh30381

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									               Consultancy Services Contract Template
                                                                         SECTION 1

                             FORM OF AGREEMENT
*[Drafting Note:
        This is a model form of agreement which would be finalised before the contract
        is signed by the Commission and the Consultant following contract award.

       This form of agreement does not therefore require signature at the bidding
       stage. ]




This Form of Agreement is made this                 day of               200[ ]

Between:

(1) The Commission for Equality and Human Rights of 3 More London,
Riverside Tooley Street, London, SE1 2RG (hereinafter called the
“Commission”) and
(2) [ ], a company registered in England and Wales with registered number [ ]
whose registered office is [ ] (hereinafter called the “Consultant”)

(together hereinafter called the “Parties” or individually referred to as “Party”)



Recital:

The Commission has decided to award a contract to the Consultant to
perform and deliver to the Commission the Services (defined in the Contract)
in accordance with the terms and conditions of the Contract set out below.

The Parties hereby agree that:
  1. The contract between the Parties shall consist of contract documents
     specified below in this Clause 1(collectively referred to as “the
     Contract”)
       1.1      Section1: This Form of Agreement
       1.2      Section 2: Terms & Conditions of Contract :
       1.2.1   General Conditions of Contract for Services;
       1.2.2   Schedule 1 - Contract Particulars
       1.2.3   Schedule 2 - Special Conditions
       1.2.4   Schedule 3 - The Commission's Specification
       1.2.5   Schedule 4 - The Consultant's Submission
2. In the event of any conflict or ambiguity between the terms of any of the
   above documents, specified in Clause 1 above as to their interpretation,
   the order of precedence between them shall be as follows:

   2.1 Form of Agreement;


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   2.2   General Conditions of Contract for Services;
   2.3   Special Conditions (Schedule 2);
   2.4   Contract Particulars (Schedule 1);
   2.5   the Commission's Specification (Schedule 3);and
   2.6   the Consultant's Submission (Schedule 4).


3. The Consultant shall provide the Services in accordance with the Contract.

4. The Contract hereby effected constitutes the entire agreement between the
   Parties and supersedes all or any prior negotiations or agreements either
   written or oral in relation thereto except that this Clause shall not exclude
   liability in respect of any fraudulent misrepresentation.

5. The Parties shall be entitled to such rights and be subject to such
   obligations as are imposed by the Contract.

6. The Contract shall be binding on the Consultant at the discretion of the
   Commission‟s successors or its assignees.

7. This Contract shall be executed by signing this Form and Agreement. The
   Form of Agreement may be signed in one or more counterparts, which
   when signed by both Parties shall together constitute one document and
   contract.


IN WITNESS WHEREOF, the Parties have executed this Form of
Agreement:-


For and on behalf of the Commission for Equality and Human Rights
Authorised signatory:
Name:
Title:
Date:


For and on behalf of [the Consultant]
Authorised signatory:
Name:
Title:
(Director/Company Secretary/Other)
Date:




2 Consultancy Service Contract Template.12.5.09
For and on behalf of [the Consultant]
Authorised signatory:
Name:
Title:
(Director/Company Secretary/Other)
Date:




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                                                  Section 2
TERMS AND CONDITIONS OF CONTRACT
CONTENTS

General Conditions

1 Definitions and interpretations
2 Duration
3 Performance of the Services
4 Contract Price and Payment
5 Assignment
6 Insurance and Liability
7 Force Majeure
8 Dispute Resolution
9 Discrimination
10 Confidentiality
11 Intellectual Property Rights
12 Termination
13 Notices
14 Warranties and Representations
15 Third Party Rights
16 Audit, Inspection and Information
17 Data Protection
18 No Agency
19 Entire Agreement
20 Variations
21 Waiver
22 Recovery of Sums Due
23 Law and Severability
24 Liability for loss or damage
25 Dispute resolution
26 Recovery of sums due
27 Service of notices
28 Law
29 Severability
30 Waiver
31 Rights of third parties

Schedule 1 – Contract Particulars
Schedule 2 – Special Conditions
Schedule 3- Commission's Specification
Schedule 4 - Consultant's Submission




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                                                                      SECTION 2




GENERAL CONDITIONS OF CONTRACT


1. Definitions and Intrepretations
1.1 Definitions
 In this Contract unless the context otherwise requires::
Business Day                              Monday to Friday excluding public
                                          holidays in England and Wales.
Commencement Date                         Means [ ] and the Contract shall be
                                          effective from the commencement
                                          date.
Commission's Specification                Means the description of the
                                          Commission's requirements in
                                          relation to the Services as set out in
                                          Schedule 3 below.
Confidential Information                  Means information data and material
                                          of any nature which either Party may
                                          receive or obtain from each other or
                                          from any third party in connection with
                                          the operation of the Contract and
                                          which at the time of disclosure is
                                          marked or otherwise designated to
                                          show expressly or by necessary
                                          implication that it is imparted in
                                          confidence, and all information that is
                                          otherwise imparted in confidence,
                                          including information which
                                          (i) comprises Personnel Data or
                                          Sensitive Personal Data (as both
                                          terms are defined in the Data
                                          Protection Act 1998);
                                          (ii) the release of which is likely to
                                          prejudice the commercial interests of
                                          the Commission or the Consultant
                                          respectively; or
                                         (iii) which is a trade secret.
Contract                                  Means the agreement concluded
                                         between the Commission and the
                                         Consultant, contained in the contract
                                         documents listed in the Form of
                                         Agreement above. Clause 2 of the
                                         Form of Agreement shall apply to
                                         interpreting the contract documents in
                                         the event of any inconsistency


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                                        between any of the contract
                                        documents.
Contract Generated Intellectual         Means intellectual property rights
Property Rights                         created by the Consultant as a result
                                        of the performance by the Consultant
                                        of its obligations under the Contract.
Contract Manager                        Means the Commission's
                                        representative specified in the
                                        Contract Particulars or as is
                                        otherwise notified to the Consultant in
                                        writing, who shall be responsible for
                                        managing the operation of the
                                        Contract for the Commission.
Contract Particulars                    means the particulars set out in
                                        Schedule 1 of the Contract below.
Contract Price                          Means the whole or any part of the
                                        price or rate (exclusive of Value
                                        Added Tax) payable to the Consultant
                                        by the Commission under this
                                        Contract for the full and proper
                                        performance by the Consultant of this
                                        Contract, specified in the Consultant‟s
                                        Submission and/or in the Contract
                                        Particulars.
Consultant‟s Representative             Means the person specified in the
                                        Contract Particulars or otherwise
                                        notified to the Commission by the
                                        Consultant in writing, who will be the
                                        primary contact person and who will
                                        receive and act on any directions
                                        given by the Commission in relation
                                        to the operation of the Contract
                                        including but not limited to the
                                        performance of the Services in
                                        accordance with the Contract.
Default                                 Means any breach of the obligations
                                        of any Party as applicable (including
                                        fundamental breach or breach of a
                                        fundamental term) or any default, act,
                                        omission, negligence or statement of
                                        any Party, its employees, agents or
                                        Sub-Contractors in connection with or
                                        in relation to the subject matter of this
                                        Contract, and in respect of which
                                        such party is liable to the other.
                                        Default shall include any failure by the
                                        Consultant to perform the Services to
                                        the satisfaction of the Commission.



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Deliverables                            Means any and all literature,
                                        manuals, reports (including but not
                                        limited to draft reports, interim reports
                                        progress reports, final reports, any
                                        revised reports), research papers,
                                        data, flow charts, drawings, designs,
                                        diagrams, tables, software or other
                                        information or goods or materials (in
                                        what ever form and on whatever
                                        media) developed, designed or
                                        otherwise provided during the course
                                        of this Contract to be provided as part
                                        of the Services.
Discrimination Acts                     Means the Equality Act 2006, Race
                                        Relations Act 1976, the Sex
                                        Discrimination Act 1975, the Disability
                                        Discrimination Act 1995, the
                                        Employment Equality (Religion or
                                        Belief) Regulations 2003, the
                                        Employment Equality (Sexual
                                        Orientation) Regulations 2003,
                                        Employment Equality (Age)
                                        Regulations 2006 or any statutory
                                        modification or re-enactment thereof
                                        or any other law relating to
                                        discrimination in employment or in the
                                        provision of goods, facilities and
                                        services.
Expiry Date                             Means [ ] being the date or event on
                                        which the Contract shall come to an
                                        end unless the Contract is terminated
                                        earlier in accordance with the
                                        Contract.
Good Industry Practice                  Means the exercise of that degree of
                                        skill, diligence and foresight which
                                        would reasonably and ordinarily be
                                        expected from a skilled and
                                        experienced operator engaged in the
                                         same type of business as the
                                        Consultant under the same or similar
                                        circumstances.
Force Majeure                           Means any circumstance beyond the
                                        reasonable control of a Party which
                                        prevents that Party‟s continued
                                        compliance with its obligations under
                                        this Contract, including but not
                                        limited to fire, flood, Act of God, riot,
                                        civil disturbance, legislative change,
                                        interruption of an essential utility,
                                        industrial dispute (not directly


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                                        involving either Party) terrorism, war
                                        or sabotage.


Intellectual Property Rights            Means patents, copyrights, database
                                        rights, all rights in or arising out of
                                        discoveries, inventions,
                                        improvements, know-how,
                                        confidential information, trade marks,
                                        registered and unregistered designs
                                        and all other industrial and intellectual
                                        property rights anywhere in the world
                                        whether registered or unregistered
                                        and including any applications for any
                                        of those rights.
Key Personnel                           Means any personnel of the
                                        Consultant specified in the Contract
                                        Particulars and/or in the Consultant‟s
                                        Submission who have been
                                        nominated by the Consultant to
                                        perform the Services.

Payment Schedule                        Means the payment details set out in
                                        the Contract Particulars or in the
                                        Consultant's Submission.
Pre-existing Intellectual Property      Means any Intellectual Property rights
Rights                                  vested in or licensed to the
                                        Consultant or the Commission prior to
                                        or independently of performance by
                                        the Consultant or the Commission of
                                        their obligations under the Contract.
Premises                                Means the location(s) at which the
                                        Services will be performed as
                                        specified in the Contract Particulars
                                        and/or in the Specification.
Services                                Means the services described in the
                                        Specification including any
                                        Deliverables (or any variation of the
                                        services, including additional services
                                        agreed between the Parties in
                                        accordance with the Contract) which
                                        shall be provided in accordance with
                                        Contract.
Specification                           Means the description of the Services
                                        as contained in Schedules 3
                                        (Commission's Specification) and in
                                        Schedule 4 (Consultant's
                                        Submission).
Special Condition                       Means any special conditions


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                                         specified in Schedule 2
Sub-Contractor                           Shall, as the context may require,
                                         include any adviser, consultant or
                                         agent engaged by the Consultant to
                                         assist in the performance of the
                                         Services.

1.2 Unless the context requires otherwise, the singular shall include the plural
     and vice versa, and words expressed in any gender shall include any
     other gender.
1.3 The headings are inserted for convenience only and shall not affect the
    interpretation of this Contract.
1.4 References to any enactment, order, regulation, code of practice or other
    similar instrument will be construed as a reference to such enactment
    order, regulation, code of practice or instrument as amended or re-
    enacted.
1.5 Any reference to conditions, clauses, schedules or sections shall apply to
    the same contained in the Contract.
1.6 Any reference to a „person‟ shall, as the context may require, include any
   individual, firm, company, corporation, government department, agency or
   any association or partnership (whether or not having a separate legal
   personality).
1.7 Except as otherwise expressly provided in this Contract, all remedies
   available to the Consultant or to the Commission under this Contract are
   cumulative and may be exercised concurrently or separately and the
   exercise of any one remedy shall not exclude the exercise of any other
   remedy.


2.     Duration
2.1   The Contract shall commence on the Commencement Date
      and unless terminated earlier in accordance with the
      Conditions, the Contract shall end on the Expiry Date. The
      Parties shall agree in writing any extension of the term of the Contract.

3     Performance of the Services
3.1   Unless otherwise specified in the Specification the Consultant
      shall at no additional cost to the Commission be responsible for
      providing such personnel, equipment and materials as may be required
      to perform the Service.

3.2   The Consultant shall perform the Services in accordance with the
      provisions of the Contract, Good Industry Practice, relevant statutory
      requirements and with all due skill, care and diligence.


3.3   Should the Consultant require any further instruction or information in
      connection with the provision of the Services, the Consultant shall
      make a request to the Contract Manager in sufficient time to allow the
      Contract Manager to make a proper response.


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3.4   The Consultant shall comply with the reasonable instructions of the
      Contract Manager in connection with the provision of the Services. To
      enable the Commission to monitor and review the performance of the
      Services and to address any other issues relating to the operation of
      the Contract, the Consultant shall at no additional cost to the
      Commission attend such meetings and submit such reports as may be
      specified in the Specification, or if not so specified, as may be
      reasonably required by the Commission.

3.5   The Commission shall allow the Consultant reasonable access to its
      Premises during the term of the Contract for the purposes of providing
      the Services.

3.6   The Consultant shall take all reasonable steps to avoid changes to the
      Key Personnel without giving reasonable written notice to the Contract
      Manager.

3.7   The Consultant shall do nothing which is likely to bring the Commission
      into disrepute.

3.8    The Consultant shall promptly notify the Commission of any Default in
      performance of the Services in accordance with the Contract. In respect
      of the Commission‟s response to such notification the Consultant shall
      without prejudice to the Commission‟s other rights promptly comply with
      any reasonable instructions from the Commission including any
      remedial action specified by the Commission in accordance with
      Condition 3.9 below.

3.9   In response to any notification received from the Consultant in
      accordance with Condition 3.8 above or in respect of any other Default
      of the Consultant the Commission may serve the Consultant with a
      notice to take remedial action (“Rectification Notice”). Such notice may
      require the Consultant to re-schedule and perform the Services to the
      Commission‟s satisfaction within a reasonable time as shall be
      specified in such Rectification Notice. The Consultant shall without
      prejudice to the Commission‟s other rights promptly comply with any
      Rectification Notice. All costs of any remedial action taken shall be
      borne by the Consultant to the extent that the Default was caused by
      the Consultant.

3.13 Where in the opinion of the Commission the Consultant has failed to
       perform the whole or any part of the Service in accordance with the
       Contract the Commission may without prejudice to any other remedies:
3.13.1 withhold or reduce payment to the Consultant in such amount as the
       Commission deems appropriate;
3.13.2 if the Consultant has failed to comply with a Rectification Notice, the
       Commission may, without terminating the Contract provide or procure
       the provision of the Services or part of the Services until such time as
       the Consultant shall have demonstrated to the reasonable satisfaction


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       of the Commission that the Consultant will once more be able to
       perform such Services in accordance with the Contract; or
3.13.3 recover any costs reasonably incurred by the Commission in procuring
       the Services of another contractor in accordance with Condition 3.13.2
       above, to the extent that such costs exceeds the Contract Price which
       would otherwise have been payable to the Consultant had the
       Consultant performed the Services in accordance with the Contract.


3.14 The Consultant shall, and shall ensure that its personnel. Sub-
     Consultants and agents, take all measures necessary to comply
     with the requirements of the Health and Safety at Work etc. Act 1974
     and any other acts, orders, regulations and codes of practice relating to
     health and safety, which may apply to those involved in the
     performance of this Contract. The Consultant shall ensure that its
     health and safety policy statement (as required by the Health and
     Safety at Work etc Act 1974) is made available to the Commission on
     request.

3.15 The Commission shall promptly notify the Consultant of any health and
     safety hazards which may exist or arise at the Premises and which may
     affect the Consultant in the performance of its obligations under the
     Contract.

3.16     While on the Premises, the Consultant shall comply with any health
        and safety measures implemented by the Commission.

3.17    Unless otherwise expressly provided in the provisions of this Contract
        nothing in this Contract shall require the Consultant to work exclusively
        for the Commission or shall preclude the Consultant from working in a
        similar or any other capacity for any other person.

4.      Contract Price and Payment
4.1     The Consultant shall submit an invoice to the Commission on
        completion of any milestones or stages set out in the Payment
        Schedule, or if a Payment Schedule is not completed the Consultant
        shall submit an invoice, within 30 days of the final completion of the
        Services. All invoices shall quote the contract number and, where
        appropriate, the purchase order number.

. 4.2    The Consultant shall at the request of the Commission provide all
         information necessary to support the invoiced amount including all
         relevant time sheets, details of expenses incurred and invoices paid.

4.3      Unless otherwise expressly provided in the Payment Schedule or in
         any other part of the Contract, the Commission shall be entitled to
         hold back up to 15% of the value of any or all invoiced charges in
         relation to the Contract Price until such time as the Commission is
         satisfied that the Services or any part of the Services has been fully
         provided in accordance with the Contract.


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4.4     All sums payable under the Contract shall be exclusive of Value
        Added Tax (VAT). For any VAT charged in respect of the Contract
        Price the Consultant shall submit a proper VAT invoice.

4.5   The Consultant shall be wholly responsible for all income tax and
      national insurance and other similar contributions or taxes (together
      “Taxes”) which may be payable out of, or as a result of the receipt of,
      any monies paid or payable by the Commission under this Contract.

4.6    No payment of or on account of the Contract Price shall constitute any
       admission by the Commission as to the Consultant‟s proper
       performance of the Services.

5. Assignment
5.1 The Consultant shall not assign the whole or any part of the Contract
    and shall not sub-contract the performance of the Services without the
    previous consent in writing of the Commission.

5.2   The Consultant shall ensure that its Sub-Contractors comply with the
      Conditions of this Contract so far as applicable . Any use of a Sub-
      Contractors shall not relieve the Consultant of his obligations under this
      Contract.

6.     Insurance and Liability
6.1   The Consultant shall maintain in force for the duration of the Contract
      adequate levels of insurance cover in respect of all risks that may be
      incurred by him in the performance of the Contract including, unless
      otherwise indicated in the Contract Particulars public liability,
      professional indemnity and employees liability insurances for the
      minimum amount specified in the Contract Particulars. The terms of any
      insurance or the amount of cover shall not relieve the Consultant of any
      liabilities under the Contract.

6.2  The Consultant shall indemnify the Commission, its servants and agents
     against all actions, claims, demands, costs, expenses, charges,
     payments and liabilities incurred by or made against the Commission its
     servants or agents, arising out of or connection with:
6.2.1 any breach of the Contract by the Consultant, its personnel or Sub-
       Contractors;
6.2.2 any damage to property, real or personal, or injury or death of any
       person arising from the neglect or Default of the Consultant, its
       personnel or Sub-Contractor‟s.

6.3    Neither Party limits liability for death or personal injury caused by
       negligence or Default of that Party its personnel or Sub-Contractor's or
       agents.

6.4   The Consultant shall not limit liability for breach of Conditions 10,11 14
      and 17.


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6.5    Subject to and without prejudice to Condition 6.3 and 6.4 neither Party
       shall be liable to the other Party for any loss, damage, costs or
       expenses whatsoever incurred or suffered by the other Party which is of
       an indirect or consequential nature. The Parties agree that neither Party
       shall be liable to the other Party for loss of profit, turnover, business or
       goodwill.

6.5    For the avoidance of doubt indirect or consequential loss shall not apply
       to the Commission‟s administrative costs including the time of any
       persons from the Commission or instructed by the Commission who
       become involved in responding to any failure of the Consultant to
       perform its obligations under the Contract.

6.6 If the Parties wish to agree any further limitation or exclusion of liability
    under this Contract, such limitations and exclusions shall be specified in
    the Special Conditions and shall be subject to the provisions of this
    Condition 6 unless expressly otherwise provided in the Special
    Conditions.

6.7 The Commission and the Consultant expressly agree that should any
    limitation or provision contained in this Condition 6 be held to be invalid
    under any applicable statute or rule of law it shall to that extent be
    deemed omitted, but if either Party thereby becomes liable for loss or
    damage which would otherwise have been excluded such liability shall
    be subject to the other limitations and provisions set out in the Contract.

7     Force Majeure
7.1   No Party shall be entitled to bring a claim for breach of obligations under
      the Contract by the other Party or incur any liability to the other Party for
      any loss or damages incurred by that Party to the extent that a Force
      Majeure event occurs and it is prevented from carrying out obligations
      by the event of Force Majeure.

7.2    On the occurrence of a Force Majeure event, the affected Party shall
       notify the other Party as soon as practicable. The notification shall
       include details of the Force Majeure event, including evidence of its
       effect on the obligations of the affected Party and any action proposed
       to mitigate its effect.

7.3    As soon as practicable following such notification, the Parties shall
       consult with each other in good faith and use all reasonable
       endeavours to agree appropriate terms to mitigate the effects of the
       Force Majeure event and facilitate the continued performance of the
       Contract.

8     Dispute Resolution
8.1   If any dispute arises out of the Contract, the Parties will use all their
      respective reasonable endeavours to resolve it by negotiation. If
      negotiations fail to resolve the dispute the Parties will attempt to settle it


13 Consultancy Service Contract Template.12.5.09
       by mediation in accordance with the Centre for Effective Dispute
       Resolution (CEDR) Model Mediation Procedure or any other model
       mediation procedure as agreed by the Parties.

8.2 The performance of Services shall not cease or be delayed by the
    reference of the dispute to mediation.

8.3     Nothing contained in this Condition 8 shall restrict either Parties'
        freedom to commence legal proceedings to preserve any legal right or
        remedy or protect any proprietary or trade secret or right.

9.      Discrimination
9.1     The Consultant shall comply with the Discrimination Acts and shall
        accordingly not discriminate directly or indirectly or by way of
        victimisation or harassment against any person in breach of the
        Discrimination Acts.

9.2     The Consultant shall impose on any Sub-Contractor's the obligations of
        the Consultant under this Condition 9.

9.3     The Consultant shall, at no additional cost to the Commission, notify
        the Commission immediately in writing as soon as it becomes aware of
        any investigation or proceedings brought against the Consultant under
        the relevant legislation. The Consultant shall co-operate with the
        Commission or a body empowered to carry out such investigations in
        relation to alleged or suspected discrimination including allowing
        access to any documents or data required, attending any meetings and
        providing any information requested.

9.4     The Consultant shall indemnify the Commission against all costs,
        claims, charges, demands, liabilities, damages, losses and expenses
        incurred or suffered by the Commission arising out of or in connection
        with any investigation conducted or any proceedings brought under the
        Discrimination Acts due directly or indirectly to any act or omission by
        the Consultant , its employees or Sub-Contractors.

10.      Confidentiality
10.1     The Consultant acknowledges the requirements placed on the
         Commission under the Freedom of Information Act 2000(FOIA) and
         the Environmental Information Regulations 2004(EIR) and the
         Consultant agrees at no additional cost to comply with any reasonable
         request the Commission makes for information or assistance from the
         Consultant in order to fulfil the Commission‟s obligations under FOIA
         or EIR.

10.2     The Parties shall keep confidential all Confidential Information unless
         Condition 10.3 applies.

10.3     The provisions of Condition 10.2 shall not apply to information which
         either of the Parties intends to disclose if:-


14 Consultancy Service Contract Template.12.5.09
10.3.1 it is in the public domain otherwise than by failure of either Party to
       comply with Condition 10.2 ; or
10.3.2 was in the possession of the Party intending to disclose it before the
       confidentiality obligations came into effect or; or
10.3.3 was obtained from a third party who is free to disclose the same; or
10.3.4 consent for disclosure has been obtained from the other Party; or
10.3.5 disclosure is required by law including under FOIA and EIR.

10.4      Nothing in this Condition 10 shall be deemed or construed to prevent
          the Commission from disclosing any Confidential Information obtained
          from the Consultant:
10.4.1     to any government department on the basis that the information is
           confidential and is not to be disclosed to a third party which is not
           part of any government department; and
10.4.2      to any consultant, service provider or other person engaged by the
           Commission in connection with the provision of the Services, to the
           extent necessary for the purpose concerned and on condition that
           the information is treated in confidence.
10.5     Nothing in this Condition 10 shall prevent the Consultant or the
         Commission from using data processing techniques, ideas and know-
         how gained during the performance of this Contract in the furtherance
         of its normal business, to the extent that this does not relate to a
         disclosure of Confidential Information or an infringement by the
         Commission or the Consultant of any Intellectual Property Rights.
10.6     Each Party undertakes to the other Party that it will not knowingly place
         the other Party in breach of that other Party‟s obligations under the
         Data Protection Act 1998.
10.7 This Condition 10 shall continue in force notwithstanding the
     termination or expiry of the Contract and/or Services.
10.8      For the avoidance of doubt the Parties agree that in the course of the
         operation of the Contract the personnel, Sub-Contractors or agents of
         the Consultant, which have been notified to the Commission,
         ("Authorised Staff") may handle Confidential Information for the
         purpose of discharging that Consultant‟s obligations under the Contract.
         The Consultant shall be responsible for ensuring and procuring that its
         Authorised Staff comply with the Consultant‟s obligations set out in this
         Condition 10.

11.       Intellectual Property Rights
11.1      Save as granted under the Contract, neither the Commission nor the
          Consultant shall acquire any right, title or interest in the respective
          Pre-existing Intellectual Property Rights of either Party.

11.2      All Contract Generated Intellectual Property Rights shall be owned by
          the Commission and the Consultant shall enter into such
          documentation and perform such acts as the Commission shall


15 Consultancy Service Contract Template.12.5.09
       request to properly vest such Contract Generated Intellectual Property
       Rights in the Commission. Accordingly the Consultant hereby assigns
       (by way of present assignment of future Contract Generated
       Intellectual Property Rights) all such Contract Generated Intellectual
       Property Rights.

11.3   The Consultant, hereby grants to the Commission a royalty-free ,
       irrevocable, non-exclusive licence to such of the Consultant‟s Pre-
       existing Intellectual Property Rights for such terms as the Commission
       shall require solely for the purposes of the Contract or for such other
       purposes as it shall reasonably require that relate to the Services,
       together with the ability to sub-licence the same.

11.4   The Consultant shall procure that the provision of the Services shall
       not infringe any Intellectual Property Rights of any third party.

11.5   The Consultant shall indemnify the Commission against all claims,
       demands, actions, costs, expenses, (including legal costs and
       disbursements) losses and damages arising from or incurred by reason
       of any infringement or alleged infringement (including the defences of
       such alleged infringement) of any Intellectual Property Rights by the
       availability of the Services, except to the extent that such liabilities
       arose from the Commission‟s failure to observe its obligations under
       this Condition 11.

11.6   Subject to Condition 11.5, the Consultant shall notify the Commission
       of and conduct any litigation arising from (including all negotiations in
       connection with) any claims, demands and actions in respect of any
       infringement or alleged infringement of any Intellectual Property Rights.
       The Commission shall at the request of the Consultant, afford the
       Consultant all reasonable assistance for the purpose of contesting any
       such claims, demands and actions. The Consultant shall reimburse
       the Commission for all costs and expenses (including, but not limited to
       legal costs and disbursements on a full indemnity basis) incurred in so
       doing.

11.7   If so requested by the Commission, the Consultant shall either:

11.7.1 take all such steps as may be necessary to avoid the infringement or
       the alleged infringement of any Intellectual Property Rights; or

11.7.2 procure such licence as may be necessary to continue the carrying
       out of the Services without infringement, on terms which are
       reasonably acceptable to the Commission. If the Consultant is unable
       to fulfil its obligation under this Condition 11.7.2 the Commission shall
       be entitled to terminate the Contract in accordance with Condition 12
       below.

12.     Termination



16 Consultancy Service Contract Template.12.5.09
12.1    The Commission shall be entitled to terminate this Contract on
        written notice and with immediate effect and without any
        compensation or damages due to the Consultant, but without
        prejudice to any other rights or remedies the Commission may have,
        if the following occurs:
          12.1.1   the Consultant commits a Default and fails to remedy the
                   Default in response to any notice served by the
                   Commission to remedy the Default including any notice
                   served under Condition 3.9 above ;
          12.1.2   the Consultant commits a Default in a manner which the
                   Commission reasonably regards as irremediable including
                   any persistent neglect, failure or refusal for whatever
                   reason to perform the Consultant‟s obligations under the
                   Contract to the satisfaction of the Commission;

          12.1.3 the Consultant shall have a receiver appointed over all or
                 substantial part of its assets or (if an individual) be declared
                 bankrupt or (if a company) shall go into liquidation or have
                 an administrator appointed to manage its affairs.

          12.1.4 the Consultant does anything improper to influence the
                 Commission to give the Consultant any contract or commits
                 an offence under the Prevention of Corruption Acts 1889 to
                 1916.

12.2     The Commission may terminate this Contract by giving the
         Consultant at least one months prior written notice without
         establishing any breach of Contract by the Consultant. The
         Commission shall pay the Consultant the proportion of the Contract
         Price which relates to work properly and necessarily carried out until
         expiry of the notice but the Commission shall not (unless otherwise
         agreed by the Commission in writing) be liable for any other loss or
         expense suffered by the Consultant.
12.3     The Commission shall have the right to engage another Consultant
         to repair, replace or redo the Services and the Consultant shall be
         liable to pay the Commission as a debt for any extra cost that the
         Commission incurs in so doing in excess of the Contract Price due
         under the Contract.
12.4     On the expiry or termination of this Contract (however arising), the
         Consultant shall deliver up to the Commission all documents,
         formulae, papers, drawings, software, data, specifications, reports,
         notes, programs, portfolios, equipment, materials of any sort, identity
         cards and keys which were furnished by the Commission to the
         Consultant, or which were prepared by or on behalf of the
         Consultant for the Commission in the course of providing Services
         under this Contract.




17 Consultancy Service Contract Template.12.5.09
12.5     The obligations of the Parties under Conditions
         1,6,10,13,14,15,17,18,19,22 and 23 shall survive the expiry or
         termination of this Contract (for whatever reason).
12.6     Termination shall not affect the accrued rights of either Party.

13       Notices
13.1     Notices under this Contract shall be given in writing and the method
         service shall be by any of the following:
         (i) first class post; or
         (ii) fax; or
         (iii) by email; or
         (iv) by hand

to the Contract Manager or the Consultant‟s Representative as applicable on
a Business Day.

13.2   Any notice served by either Party shall be deemed received by the
      other Party:
13.2.1 by post (at the address set out above in the clause naming the Parties
        to the Contract or to such other address notified in writing to the
        sender): on the second Business Day after the date of posting;
13.2.2 by fax (to the fax number notified to the sending Party by the
        receiving Party in any part of this Contract or otherwise notified in
        writing): on the first Business Day following the date of sending, as
        shown on the timed print out on the transmission report confirming
        successful transmission. A confirmatory copy of the fax shall be sent
        by post;
13.2.3 by email: on the first Business Day following the date of sending,
        provided that the sender‟s computer generates a sent mail report and
        no administrator or mail server error messages are generated by the
        sender‟s computer system in respect of that email.
13.2.4 by hand to the Contract Manager or Consultant‟s Representative: on
        the Business Day that delivery occurs.


14       Warranties and Representations
14.1     The Consultant warrants and represents that:

14.1.1   it has full capacity and authority and all necessary consents to enter
         into and to perform the Contract and that the Contract is executed
         by a duly authorised representative of the Consultant;

14.1.2   the Contract shall be performed in compliance with all applicable
         laws;

14.1.3   the Services will be carried out by appropriately experienced,
         qualified and trained personnel with all due skill, care and diligence;

14.1.4   the proper use by the Commission of any documentation, materials
         or results delivered by the Consultant pursuant to the Contract, shall


18 Consultancy Service Contract Template.12.5.09
         not to the best of the Consultant's knowledge and belief constitute
         an infringement of the Intellectual Property Rights of any third party.
         The Consultant warrants to the Commission to undertake
         appropriate patent, registered design right, trade mark and/or
         literature searches to identify any actual or potential third party
         intellectual Property Rights;

14.1.5   the Consultant is responsible for his/her own tax or national
         insurance contribution in connection with the payments made by the
         Commission to the Consultant under the Contract;

14.1.6   the Consultant is not in 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 this Contract.

15   Third Party Rights
15.1 Unless expressly stated nothing in this Contract or any agreement
     referred to herein will create rights pursuant to the Contracts (Rights of
     Third Parties) Act 1999 in favour of anyone other than the Parties to
     this Contract.

16   Audit, Inspection and Information
16.1 The Consultant shall provide access, on reasonable notice, (to the
     Commission and its internal or external auditors) to its premises, staff,
     data and equipment used in connection with the Contract, including
     providing copies of documents or data if reasonably required by the
     Commission for enforcing its rights under this Contract or for the
     purpose of investigating any irregularity including fraud.
16.2 The Consultant consents to the Commission holding and processing
     data relating to him or her for legal, personnel, administrative and
     management purposes and in particular the processing of any
     “sensitive personal data” as defined in the Data Protection Act 1998 in
     relation to him or her.

16.3 The Consultant shall retain and produce such accounts, documents
     (including working documents) and records related to this Contract as
     the Commission, may request for a period of 2 years from the Expiry
     Date or termination of this Contract, or such longer period as may be
     agreed between the Commission and the Consultant in writing.

17   Data Protection

17.1 Where the Data Protection Act 1998 applies to any aspect of the
     Services to be performed under this Contract, the Consultant shall take
     such measures as are necessary to comply with its terms.




19 Consultancy Service Contract Template.12.5.09
17.2   Without prejudice to Condition 17.1, the Consultant, if acting as a data
       processor in the course of performing the Services for the Commission
       as data controller, shall act in accordance with instructions from the
       Commission and shall take all measures necessary to avoid
       unauthorised or unlawful processing and accidental loss, damage or
       destruction.

17.3   Each Party undertakes to the other Party that it will not knowingly place
       the other Party in breach of that other Party‟s obligations under the
       Data Protection Act 1998.

18.    No Agency
18.1   Nothing in this Contract shall be construed as creating a partnership,
       contract employment or a relationship of principal and agent between
       the Commission and the Consultant.

19     Entire Agreement
19.1 This Contract constitutes the entire agreement between the Parties and
     cancels and is in substitution for all previous letters and oral and written
     agreements relating to the subject-matter of this Contract between the
     Commission and the Consultant.

20     Variations

20.1   Each of the Parties may by notice to the other request an amendment
       to the requirements of this Contract, including a variation to the
       Services as detailed in the Specification. In the event of any variation
       to the Services being agreed by both Parties, payment under this
       Contract shall be subject to a fair and reasonable adjustment to be
       agreed between the Commission and the Consultant and recorded in
       writing.

20.2    Any variation to the Services or to any other part of this Contract shall
       only be effective if agreed in writing by the Parties and the Parties shall
       continue to act in accordance with this Contract until any such variation
       has been agreed in writing by the authorised representatives of each of
       the Parties.


21     Waiver
21.1   Failure by the Commission at any time to enforce all of the provisions
       of this Contract or to require performance by the Consultant of any of
       its provisions shall not be construed as a waiver of or as creating an
       estoppel in connection with any such provision and shall not affect the
       validity of the Contract or any part thereof or the right of the
       Commission to enforce any provision of it.

22      Recovery of sums due
22.1    Whenever under this Contract any sums of money shall be recoverable
       from or payable by the Consultant to the Commission, that amount may


20 Consultancy Service Contract Template.12.5.09
       be deducted from any sum then due, or which at any later time may
       become due, to the Consultant under this Contract or under any other
       contract with the Commission.

23   Law and Severability
23.1 The Contract shall be governed by and interpreted in accordance with
     English Law and each Party agrees to submit to the jurisdiction of the
     English courts.

23.2    If any provision of this Contract shall be held void or unenforceable in
       whole or part by any court or other competent authority, the remaining
       provisions, and the remainder of the provisions affected, shall remain in
       full force and effect.




21 Consultancy Service Contract Template.12.5.09
                                SCHEDULE 1

                       CONTRACT PARTICULARS

1. Commencement Date:[...]
2. Expiry Date: [...]
3. Location at which the services are to be performed: [...]
4. Contract Manager: [...]
5. Consultant‟s Representative: [...]
6. Insurance coverage limit of indemnity:
(i) Public liability insurance: £[ ] million
(ii) Employers liability insurance : The statutory minimum required by
      Legislation. Currently £5 million.
(iii) Professional indemnity insurance: [ ]
7. Key Consultant‟s Personnel: [ ]

8. PAYMENT SCHEDULE

8.1.    In consideration of the Services provided in accordance with the
       Contract, the Commission will pay the Consultant the sum of £[ ] (insert
       total Contract Price) *[plus VAT at ( )].(* Delete if not applicable). This
       Contract is exempt from VAT* (*Delete if not applicable)

8.2. Subject to satisfactory performance of the Contract, payment of this sum
     will be made in the following instalments*:( *Delete if not applicable)

Due Date for Payment        Amount                      Output Milestones




OR

     Subject to the satisfactory performance of the Contract payment of this
     sum will be made in accordance with the instalments specified in the
     Commission‟s Specification */ Consultant‟s Submission* ( *Delete if not
     applicable)



8.3 Unless otherwise expressly provided in the Contract the Commission will
    meet travel and accommodation expenses incurred by the Consultant in


22 Consultancy Service Contract Template.12.5.09
        travelling to or from the home or the Consultant‟s business address to
        any Designated Venues (defined below), whichever is the shortest route
        between the Consultant‟s home or business address (as the starting and
        returning point of the journey) and the Designated Venue.

        A Designated Venue :

        (i) shall be a location other than any location specified in section 3 of the
             Contract Particulars above; and
        (ii) the Consultant shall only be entitled to claim travel and
             accommodation expenses to a Designated Venue if such travel or
             accommodation requirements have been approved in advance by the
             Commission‟s authorised officer and the purpose of the attendance at
             the Designated Venue is to provide the Services.

8.4        The rates are as shown below:

(i)      Overnight Accommodation - UK 3 Star hotels, Bed , Breakfast &
         Evening Meal, the Commission will not meet, bar, newspaper,
         telephone & leisure expenses.
(ii)     Rail – Standard Class
(iii)    Roads – AA published mileage rates at the time of the journey
(iv)     Taxi- Upon receipt
(v)      Car Parking & Tolls –upon receipt.

8.5 The Consultant will be required to submit evidence that they have
    incurred these expenses to enable payment to be made by the
    Commission.

8.6 The Commission will not meet any other expenses that in its opinion are
    unconnected with this Contract.




23 Consultancy Service Contract Template.12.5.09
                                 SCHEDULE 2

                          SPECIAL CONDITIONS*

[Insert special conditions if applicable]




24 Consultancy Service Contract Template.12.5.09
SCHEDULE 3
                COMMISSION’S SPECIFICATION


Insert [ ]




25 Consultancy Service Contract Template.12.5.09
                               SCHEDULE 4
                    CONSULTANT'S SUBMISSION


Insert [ ]




26 Consultancy Service Contract Template.12.5.09

								
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