House Service Providers Agreement by sju15724

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									This Agreement is made the           day of                     2006


Between:

1       DEVON COUNTY COUNCIL of County Hall, Topsham Road, Exeter
        EX2 4QD ("Devon") and

2       [insert name of service provider] of [insert address] company
        registration No. [insert number] ("the Service Provider")

“the parties”


Whereas

A       Devon has invited tenders from service providers with expertise in
        the provision of [insert name of service] pursuant to a procurement
        exercise in [date] 2005.

B       The purpose of the procurement exercise was to appoint alternative
        service providers to in-house provision for a number of service areas
        including [insert particular service].

C       Devon has accepted Tenders from a number of service providers in the
        aforementioned service area and in particular has accepted a Tender
        dated [insert date] from the Service Provider in respect of [insert
        particular service].

D       Accordingly Devon has appointed the Service Provider as one of its
        alternative service providers to Schools within the Devon LEA and the
        Service Provider has accepted the appointment subject to the terms and
        conditions contained in this Agreement.

E       Further, as a result of the aforementioned procurement exercise schools
        within Plymouth and Torbay LEAs may choose to contract directly with
        the Service Provider for the provision of [insert name of service].




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IT IS HEREBY agreed as follows:-


1       INTERPRETATION
1.1     In this Agreement unless the context otherwise requires the following
        expressions shall have the following meanings:-

        “the Act”           -      means the Freedom of Information Act 2000

        "Authorised         -      means the person appointed to act as
        Representative             such pursuant to clause 14
        and Deputy
        Authorised
        Representative"

        "Devon LEA"         -      means Devon County Council acting in its
                                   capacity as a local education authority

        "Devon Schools" -          means a school or schools falling under the
                                   auspices of Devon LEA

        “the Devon          -     means the online market place where
        Schools Portal”           Devon Schools can source goods and
                                  services from registered companies

        "Plymouth LEA"      -      means the Council of the City of Plymouth
                                   acting as a local education authority

        "Plymouth           -      means a school or schools falling under the
        Schools"                   auspices of Plymouth LEA

        “ Plymouth         -      means the catalogue where Plymouth
        Schools Portfolio”        Schools can source services

        "the LEAs"          -      means Devon LEA, Plymouth LEA and
                                   Torbay LEA

        “SSSB”              -      means Devon's Schools Support Services
                                   Board

        “School or          -      means a maintained School or Schools
        Schools”                   within Devon LEA, Plymouth LEA and Torbay
                                   LEA




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        “the Services”      -      means the [insert type of service here]
                                   provided to a School or Schools

        “Tender”            -      means the Service Providers tender of
                                   [insert date]

        "Torbay LEA"        -      means the Council of the Borough of Torbay
                                   acting as a local education authority

        "Torbay Schools" -         means a school or schools falling under the
                                   auspices of Torbay LEA

        "Torbay Schools     -      means the catalogue, where Torbay Schools
        Portfolio"                 can source services

        "LEA"               -      means individually either Devon LEA or
                                   Plymouth LEA or Torbay LEA

1.2     Reference to any statute or statutory provision includes a reference to
        that statute or statutory provision as from time to time amended,
        extended or re-enacted.

1.3     Words importing the singular include the plural, words importing any
        gender include every gender, and words importing persons include
        bodies corporate and unincorporated; and (in each case) vice versa.

1.4     References to clauses and schedules are references to clauses and
        schedules of this Agreement and any reference to a sub-provision is,
        unless otherwise stated, a reference to a sub-provision of the provision
        in which the reference appears.

1.5      Clauses and paragraph headings and titles appearing in this
        Agreement are for reference only and do not affect its construction or
        interpretation.

2       SCOPE OF THIS AGREEMENT
        This Agreement sets out the scope and arrangements whereby Schools
        may enter into a contract with the Service Provider for the provision of
        the Services.

3       OBJECTIVES
        The overriding principle of this Agreement is that Devon and the Service
        Provider agree to work together in an environment that fosters trust,
        goodwill and co-operation in order for the Service Provider to deliver
        when requested to do so by a School Services of a high quality and
        good value.



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4       DURATION OF APPOINTMENT
4.1     Subject always to clause 21 the appointment of the Service Provider
        under this Agreement shall commence on 1 September 2006 and will
        continue for a period of 3 years expiring on 31 August 2009.

4.2      This Agreement may be terminated early by Devon in accordance with
        clause 21 below. The Service Provider may terminate its appointment
        by giving not less than three months written notice to Devon provided
        that such notice shall not expire prior to 31 August.

5       NO GUARANTEES OR REPRESENTATIONS OF FUTURE
        WORK
5.1     By entering into this Agreement Devon makes no guarantees or
        representations that the Service Provider will be selected by Schools at
        any time during the period of their appointment to provide the Services.
        For the avoidance of doubt this could mean that the Service Provider will
        not throughout the term of its appointment under this Agreement be
        asked by any Schools to provide the Services.

5.2     The Service Provider hereby expressly acknowledges the same and
        further acknowledges that any contracts in respect of Schools can only
        be awarded to him in accordance with the procedures and requirements
        set out in clause 7 below.

6       SERVICE PROVIDER PORTFOLIO
6.1     Devon LEA maintains a portfolio of the in-house services that are
        available to Devon Schools. The portfolio will signpost Devon Schools to
        the Devon Schools Portal where the Service Provider will, subject to
        clauses 6.2 and 6.6 below, be listed as one of a number of service
        providers of the Services. The information recorded about the Service
        Provider on the Devon Schools Portal will be as determined appropriate
        by Devon LEA following consultation with the Service Provider.

6.2     It is a requirement of the Service Providers appointment that it is
        responsible for paying to Devon an annual fee currently £48 in order to
        be listed on the Devon Schools Portal.

6.3     Plymouth LEA maintains a portfolio of services that are available to
        Plymouth Schools. The portfolio will advertise service providers and the
        Service Provider will, subject to clause 6.5 below, be listed as one of a
        number of service providers of the Services in the Plymouth Schools
        Portfolio. The information recorded about the Service Provider will be as
        determined appropriate by Plymouth LEA following consultation with the
        Service Provider.




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6.4     Torbay LEA maintains a portfolio of services that are available to Torbay
        Schools. The portfolio will advertise service providers and the Service
        Provider will, subject to clause 6.5 below, be listed as one of a number of
        service providers of the Services in the Torbay Schools Portfolio. The
        information recorded about the Service Provider will be as determined
        appropriate by Torbay LEA following consultation with the Service
        Provider.

6.5     Notwithstanding the provisions of clause 2, an LEA may remove the
        Service Provider from the listing as described in clauses 6.1, 6.3 and 6.4
        for such period as the LEA shall specify if the Service Provider fails to
        comply with any of its obligations under this Agreement or if the LEA
        acting reasonably determines that there are other circumstances
        necessitating the removal of the Service Provider from the
        aforementioned listings.

6.6     The Service Provider acknowledges that the prices and other information
        whether financial or not quoted in his Tender will be published in
        accordance with sub clauses 6.1, 6.3 and 6.4. As such the prices and
        other such information will be made available to and will be accessible
        by certain members of staff working at the Schools and appropriate staff
        of the LEAs. Whilst every effort is made to ensure that the prices and
        other information are maintained confidentially in accordance with
        confidentiality protocols Devon accepts no liability whether in contract,
        tort, negligence, breach of statutory duty or otherwise for any loss,
        damage, costs or expenses of any nature whatsoever incurred or
        suffered by the Service Provider of an indirect or consequential nature
        including without limitation any economic loss or other loss of turnover,
        profits, business or goodwill as a result of any breach of the
        aforementioned confidentiality protocols.

7       AWARD OF CONTRACTS BY SCHOOLS
7.1     Traditionally the Services have been provided to Schools by the LEAs'
        in-house providers. Whilst Schools may choose to continue to use their
        existing in-house provider the LEAs have decided that they wish to offer
        their respective Schools the opportunity of procuring the services from a
        service provider other than the in-house provider. In the event that a
        Devon School chooses so to do it will be able to consult the Devon
        Schools Portal and determine from the information contained therein
        which service provider to appoint. Plymouth Schools and Torbay
        Schools will be able to do likewise through consulting the Plymouth
        Schools Portfolio and Torbay Schools Portfolio respectively.




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7.2     In the event that the Service Provider is appointed by any School to
        provide the Services the Service Provider must unless agreed otherwise
        by the School enter into a service contract in the form or substantially in
        the form set out in Schedule 1#. Further the charging basis for the
        provision of the Services will be as set out in Schedule 2 being the
        Service Providers schedule of charges as contained in its Tender.

7.3     It is an express condition of appointment that the Service Provider must
        be prepared to provide the Services to any School regardless of
        geographical location, size or type of School.
        #
         Explanatory Note: An example of the type of contract a Devon
        School would expect to enter into is shown as Appendix I. The type of
        contract may differ in respect of Plymouth and Torbay Schools.

8       SCHOOLS SUPPORT SERVICES BOARD
        The Service Provider is required when requested to do so to attend the
        SSSB. The function of the SSSB is to monitor the provision of services
        to Schools and to discuss and address any issues of general interest or
        concern.

9           CONTINUOUS IMPROVEMENT
9.1     The Service Provider is expected to co-operate and participate in the
        performance management of the Services throughout the term of his
        appointment under this Agreement. To that end the Service Provider
        shall use his best endeavours to seek to improve the delivery of the
        Services.

9.2     Accordingly the Service Provider will be expected to contribute towards
        the development of Schools' performance management and in so doing,
        will be expected to attend such meetings (other than the SSSB
        meetings) as Schools may arrange from time to time and to report at
        such intervals as may reasonably be required. In addition the Service
        Provider is required to provide to Devon such management information
        as Devon may reasonably require including but not limited to information
        as to the number of Schools to whom the Service Provider has provided
        the Services, the length of any contract, charging levels and a
        description of the services provided.

9.3     Further throughout the period of this Agreement the performance of the
        Service Provider will be monitored by Devon against the key
        performance indicators and method statements set out in Schedule 3.




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9.4     At intervals of three months or at such other intervals as the parties may
        agree during this Agreement, Devon and the Service Providers shall
        undertake formal reviews of the performance of the Service Provider
        against the key performance indicators and method statements and shall
        discuss any ways in which the performance of the Service Provider may
        be improved.

9.5     At least two months prior to the anniversary date of the commencement
        of this Agreement the Service Provider shall provide such financial and
        other information as Devon shall require in order for Devon to determine
        after consultation with Plymouth LEA and Torbay LEA whether it remains
        appropriate for the Service Provider to be listed as described in clauses
        6.1, 6.3 and 6.4.

10      RESOURCE STRUCTURE AND SERVICE PROVIDER’S
        STAFF
10.1    The Service Provider will provide sufficient personnel, accommodation,
        equipment, materials and all other things necessary to provide (if called
        upon to do so) the Services in an effective and efficient manner.

10.2    At all times throughout its appointment the Service Provider shall ensure
        that its personnel are properly and sufficiently skilled, appropriately
        qualified and trained in order to deliver the Services and further shall
        ensure that its staff whilst performing the Services carry out their duties
        and behave in an orderly manner and in as quiet a manner as may
        reasonably be practicable having regard to the nature of the duties being
        performed by them.

10.3    The Service Provider shall comply with any instructions issued by the
        LEAs in respect of the carrying out of checks with the Criminal Records
        Bureau and any other checks deemed appropriate by the LEAs in order
        to assess the suitability of employees working with children or vulnerable
        people.

10.4    The Service Provider shall remove from the performance of the Services
        any employee whom an LEA considers detrimental to the best interests
        of the LEA in question and its Schools and because of, but without limit,
        unsatisfactory conduct, behaviour or manner and shall immediately
        provide a replacement. Such persons as are removed shall not again
        be employed in the performance of any Services without the permission
        of the LEA in question.

10.5    The Service Provider may in such circumstances make representations
        to the LEA in question as to the reasons why any such employees
        should not be removed from the performance of their duties.
        Notwithstanding the right to make representations any decision of an
        LEA following such representations shall be final.



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10.6    The LEAs shall in no circumstances be liable either to the Service
        Provider or to the employee in respect of any liability, loss or damage
        occasioned by such withdrawal, suspension or removal and the Service
        Provider shall fully and promptly indemnify the LEAs against any claim
        made by such employee.

11      KEY PERSONNEL
        The Service Provider has identified certain key personnel and their key
        responsibilities as set out in Schedule 4. The key personnel will be
        expected to be involved during the term of this Agreement. Any
        replacement key personnel shall be suitably experienced and qualified to
        perform the relevant role of the person replaced.

12      MARKETING
        The Service Provider must ensure that any marketing is in accordance
        with its marketing strategy as detailed in its Tender and must obtain the
        written consent of the LEAs before commencing any marketing
        campaign including distributing any marketing material.

13       INSURANCE
13.1    The Service Provider shall throughout the duration of this Agreement
        have in place full, proper and appropriate insurance arrangements of the
        type normally expected of service providers delivering [insert type]
        services.

13.2    The Service Provider shall, if called upon by the LEAs, provide evidence
        of the insurance arrangements it has in place pursuant to clause 13.1
        and shall immediately remedy any deficiencies identified.

14      AUTHORISED REPRESENTATIVES
        The parties will each appoint two persons to act as their respective
        Authorised Representatives and Deputy Authorised Representatives for
        the purposes of this Agreement. The names of the parties Authorised
        Representatives and Deputy shall be notified in writing within 7 days of
        the commencement of this Agreement and in the event of any
        subsequent change within 7 working days of such change.

15      DATA PROTECTION
15.1    If at any time during this Agreement the Service Provider or any person
        or persons engaged by him (whether as an employee or independent
        contractor):-




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        15.1.1       is furnished by Devon (upon any medium) with, or
                     otherwise obtains (with or without the knowledge and
                     consent of Devon), access to confidential or personal or
                     commercial data owned or held by Devon (either in
                     relation to Devon's own affairs or those of others); or

        15.1.2       at any time either directly or indirectly discloses or copies
                     or makes improper use of any such data to a third party
                     or allows a third party unauthorised access to it; or

         15.1.3      if the Service Provider or any person or persons engaged
                     by him is responsible for, or causes the loss, damage or
                     destruction of all or any such data;

        the Service Provider shall indemnify Devon against any loss or damage
        suffered by Devon and any costs and expenses incurred by Devon in
        relation to any claims or proceedings brought against Devon.

15.2    For the avoidance of doubt reference to personal data includes personal
        data and sensitive personal data as defined by the Data Protection Act
        1998.

16      ASSIGNMENT
        The Service Provider shall not assign the whole or part of any rights or
        obligations under this Agreement without the prior written consent of
        Devon.

17      PUBLICITY
        The Service Provider agrees that any publicity it wishes to give in
        connection with any matters arising under this Agreement shall be
        agreed with and approved by Devon, who shall consult where
        appropriate with Plymouth LEA and/or Torbay LEA.

18      CONFIDENTIALITY
18.1    Information provided by the Service Provider in his Tender relating to
        prices, performance and terms shall not be deemed to be exempt
        information for the purposes of the Freedom of Information Act 2000 and
        nothing in his Tender or this Agreement shall prejudice or affect the
        discharge by the LEAs of their obligations under the Act.

18.2    Information provided to the Service Provider by the LEAs for the
        purposes of his Tender or this Agreement and which is exempt from
        disclosure under the Act shall not be disclosed by the Service Provider
        to any person or organisation.




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18.3    The Service Provider shall comply promptly and fully with all reasonable
        requests made by the LEAs to enable them to comply with the Act.

19       LEGISLATIVE OBLIGATIONS
19.1    The Service Provider in providing the Services to any School or Schools
        shall comply with all applicable and relevant statutory requirements
        including but without limitation those specifically referred to in clauses
        contained elsewhere within this Agreement as well as those in clause
        19.2 and 19.3 below.

19.2    The Service Provider shall at all times comply with the requirements of
        the Health and Safety at Work etc Act 1974 and associated regulations
        and shall ensure that it has in place at all times a health and safety
        policy which complies with all statutory requirement.

19.3    The Service Provider shall comply with the provisions of the Race
        Relations Act 1976 as amended and shall operate an equal opportunities
        policy a copy of which shall upon request be provided to the LEAs.

20      LEA POLICIES
20.1    The LEAs will draw to the attention of the Service Provider any policies
        and procedures of which the Service Provider needs to be aware of and
        have regard to in the provision of Services to the Schools.

20.2    The Service Provider must not do anything or omit to do anything which
        is contrary to or affects detrimentally the aforementioned policies.

21      TERMINATION
21.1 Devon may by notice terminate the Service Provider’s appointment under
     this Agreement forthwith or with effect from such date as may be
     specified in the following circumstances:-

        21.1.1    if the Service Provider fails to proceed regularly and diligently
                  to perform its obligations under this Agreement or if the
                  Service Provider consistently fails to meet key performance
                  indicators set either under this Agreement or consistently fails
                  to meet performance standards including those in the Service
                  Providers method statements in delivering the Services to a
                  School or Schools; or




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        21.1.2   if the Service Provider becomes insolvent, or if an order is
                 made or a resolution is passed for the winding up of the
                 Service Provider (other than voluntarily for the purpose of
                 solvent amalgamation or re-construction), or if an
                 administrator, administrative receiver or receiver is appointed
                 in respect of the whole or any part of the Service Provider’s
                 assets or business, or if the Service Provider makes any
                 composition with his creditors or takes or suffers any similar
                 or analogous action in consequence of debt.

        21.1.3   if the Service Provider shall have offered or given or agreed to
                 give to any person any gift or consideration of any kind as an
                 inducement or reward for doing or forbearing to do or having
                 done or forborne to do any action in relation to securing its
                 appointment under this Agreement or the obtaining of any
                 contract with Devon or a School or Schools or for showing or
                 forbearing to show favour or disfavour to any person in relation
                 to its appointment or any contract with Devon or a School or
                 Schools or if the like act shall have been done by any person
                 employed by the Service Provider acting on the Service
                 Provider's behalf (whether with or without the knowledge of the
                 Service Provider); or

        21.1.4   if in relation to its appointment under this Agreement or in
                 relation to any contract as referred to in clause 21.1.3 the
                 Service Provider or any person employed by the Service
                 Provider or acting with authority of the Service Provider has
                 committed any offence under the Prevention of Corruption
                 Acts 1906–1916 or has given any fee or reward the receipt of
                 which is an offence under Section 117(2) of the Local
                 Government Act 1972; or

        21.1.5   if it is found that the Service Provider has fixed or adjusted the
                 amount of his Tender by or in accordance with any agreement
                 or arrangement with any other person; or

        21.1.6   if it is found that the Service Provider has indicated to any
                 person other than Devon the amount or approximate amount of
                 his Tender, except where the disclosure, in confidence, of the
                        approximate amount of the Tender was necessary to
                 obtain insurance premium or other quotations necessarily
                 required for the preparation of the Tender; or

        21.1.7   if it is found that the Service Provider has entered into any
                 agreement or arrangement with any other person to the extent
                 that the other person refrains from tendering or as to the
                 amount of any Tender to be submitted.



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21.2    For the avoidance of doubt in the event that Devon terminates the
        Service Provider’s appointment or the Service Provider withdraws from
        the appointment in accordance with clause 4.2 the Service Provider will
        forthwith be removed from the Devon Schools Portal, Plymouth Schools
        Portfolio and Torbay Schools Portfolio referred to in clause 6 and any
        contracts already put in place with a School or Schools under the
        provisions of this Agreement maybe terminated by the School or
        Schools in question.

22      INSTRUCTIONS FOLLOWING TERMINATION
22.1    Upon termination of this Agreement by Devon the Service Provider shall
        promptly deliver to Devon copies of all documents completed or in the
        course of preparation by the Service Provider relating to any matters
        arising out of its appointment.

22.2    The requirements of clause 22.1 shall also apply upon the expiry of this
        Agreement through the effluxion of time.

23      DISPUTE RESOLUTION
23.1    The parties agree to adopt the principles outlined below in regard to any
        disputes that may arise between them arising under the terms of the
        Service Provider’s appointment.

23.2    Devon and the Service Provider shall endeavour to notify each other of
        any anticipated dispute so that in accordance with the overriding
        principle as set down in clause 3 of this Agreement any potential dispute
        can be avoided by discussions and negotiations between the parties.

23.3    Accordingly any dispute arising out of or in connection with this
        Agreement will in the first instance be referred to the parties' Authorised
        Representatives for discussion and resolution at a meeting to take place
        no later than 7 working days from the date that the dispute arises. If the
        dispute is not resolved at that meeting the dispute will be referred to the
        second management level who must meet within 3 working days of the
        reference to attempt to resolve the dispute. If the dispute is not resolved
        at that meeting the escalation will continue with the same maximum time
        interval up to the third management level. If the unresolved dispute is
        having a material effect on the appointment of the Service Provider, the
        parties will use their respective best endeavour to reduce the elapsed
        time in reaching a resolution of the dispute.

23.4    The levels of escalation are:

                               Devon                       Service Provider
         Second Level         [Insert]                          [Insert]
         Third Level          [Insert]                          [Insert]



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        If any of the above are unable to attend a meeting a substitute may
        attend, provided that such substitute has at least the same seniority and
        is authorised to settle the unresolved dispute.

23.5    Each party acting in good faith will use all reasonable endeavours to
        reach a negotiated resolution through the above dispute resolution
        procedure. The specific format for such resolution will be left to the
        reasonable discretion of the relevant management level, but may include
        the preparation and submission of statements of fact or of position.

23.6    Any disputes arising under the Agreement which cannot be resolved
        under clause 23.3 to 23.5 shall thereafter be dealt with in a manner
        (having due regard to objectives set out in Clause 3) to be agreed
        between the parties which may include referral to arbitration,
        adjudication or mediation and failing agreement either party shall be at
        liberty to refer the dispute to the English Courts for determination.

23.7    Nothing in this clause 23 will restrict at any time while the above dispute
        resolution procedures are in progress or before or after they are invoked
        either party's freedom to commence legal proceedings to preserve any
        legal right or remedy or to protect any intellectual property or trade
        secret right.

24      FORCE MAJEURE
        Neither party shall be liable for any failure to perform any of its
        obligations hereunder if such performance is in any way adversely
        affected by any Act of God, consequence of war, insurrection,
        confiscation, riot, civil commotion, act of terrorism, fire or other event
        beyond the reasonable control of a party.

25      WAIVER
        Failure by Devon at any time to enforce the provisions of this Agreement
        or to require performance by the Service Provider of any of the
        obligations under this Agreement shall not be construed as a waiver of
        any such provision and shall not affect the validity of this Agreement or
        any part thereof or the right of Devon to enforce any provisions in
        accordance with its terms.

26      NOTICES
        Any notice to be served on either of the parties by the other shall be sent
        by prepaid recorded delivery or registered post to the address of the
        relevant party shown at the head of this agreement or by facsimile
        transmission or by electronic mail and shall be deemed to have been
        received by the addressee within 72 hours of posting or 24 hours if sent
        and actually received by facsimile transmission or by electronic mail.



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27      THIRD PARTY
        The parties intend that no terms of this Agreement may be enforced by a
        third party pursuant to the Contracts (Rights of Third Parties) Act 1999,
        save that Plymouth LEA and Torbay LEA shall be at liberty of enforce or
        rely upon the provisions of clauses 6, 7, 10, 12, 13, 18 and 19.

28      RIGHTS CUMULATIVE
        All rights granted to either of the parties shall be cumulative and no
        exercise by either of the parties of any right under this agreement shall
        restrict or prejudice the exercise of any other right granted by this
        agreement or otherwise available to it.

29      SEVERANCE
        If any term or provision of this Agreement shall in whole or in part be
        held to any extent to be illegal or unenforceable under any enactment or
        rule of law that term or provision or part shall to that extent be deemed
        not to form part of this Agreement and the enforceability of the remainder
        of this Agreement shall not be affected.

30      WHOLE AGREEMENT
        Each party acknowledges that this Agreement and the schedules to it
        contains the whole Agreement between the parties and that it has not
        relied upon any oral or written representation made to it by the other or
        its employees or agents and has made its own independent
        investigations into all matters relevant to it.

31      SUPERSEDES PRIOR AGREEMENT

        This Agreement supersedes any prior agreement between the parties
        whether written or oral and any such prior agreements are cancelled as
        at the commencement date of this Agreement but without prejudice to
        any rights which have already accrued to either of the parties.

32      COST

        Each of the parties shall pay any costs and expenses incurred by it in
        connection with this Agreement.

33      PROPER LAW AND JURISDICTION
        This Agreement shall be governed by and construed in accordance with
        the law of England and Wales and each party agrees to submit to the
        exclusive jurisdiction of the courts of England and Wales.



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AS WITNESS whereof the parties have signed this Agreement on the date
written at the head of this Agreement.




SIGNED                         )

on behalf of                   )
DEVON COUNTY COUNCIL

in the presence of:            )




SIGNED                         )

on behalf of [INSERT NAME      )
OF SERVICE PROVIDER]

in the presence of:-           )




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