DATED 2007

THE LONDON BOROUGH OF GREENWICH

and

MANPOWER UK LIMITED

AGREEMENT FOR THE PROVISION

OF AGENCY WORKERS TO THE COUNCIL

AND MANAGEMENT OF THE AGENCY WORKER RECRUITMENT PROCESS

AGREEMENT FOR THE PROVISION TO THE COUNCIL OF

AGENCY WORKERS AND MANAGEMENT

OF THE AGENCY WORKER RECRUITMENT PROCESS

dated 2007

parties

WHEREAS:

(a) On 10^th February 2006 the Council issued its Invitation to Negotiate to potential suppliers (including the Contractor) in respect of the performance of certain Services;

(b) The Contractor submitted its Proposal dated 13^th March 2006 in response to the Invitation to Negotiate;

(c) On 31^st October 2006 the Council invited potential suppliers (including the Contractor) to submit their Best and Final Offers in respect of the performance of such Services;

(d) The Contractor submitted its Best and Final Offer on 13^th November 2006 as subsequently clarified in writing on the 28^th November 2006;

(e) On the basis of the Contractor's Proposal and Best and Final Offer (including, in particular, the Contractor's representation that it is its current intention to open a Manpower recruitment `Superbranch' situated within Woolwich within 2007 and two possible `satellite' recruitment centres within the borough over the next 5 years), the Council has selected the Contractor to supply Services and the Contractor undertakes to supply the same on the terms set out below;

INTERPRETATION

In this Agreement unless the context indicates otherwise:

“1999 Act”

means the Local Government Act 1999;

“Agency Workers”

means workers supplied to the Council on a temporary basis in accordance with the terms of this Agreement and who are not to be regarded as employees of the Council;

“Audit Commission or other Relevant Authority”

means the Audit Commission for Local Authorities in England and Wales or other Relevant Authority;

“Auditor General”

has the meaning as defined in the Interpretation Act 1978;

“Authorised Officer”

means the employee or other nominated representative of the Contractor and the Council respectively authorised to represent and bind the party they represent in connection with this Agreement or (as the case may be) the person appointed from time to time by the party in question to act as his/her deputy;

“Best Value”

means Best Value as described in the 1999 Act;

“Best Value Duty”

means the duty imposed on the Council by section 3 of the 1999 Act in relation to the Services;

“Best Value Inspector”

means an officer, agent or employee of the Audit Commission or other Relevant Authority empowered to inspect the Council's compliance with Part 1 of the 1999 Act;

“Best Value Performance Plans”

means the best value performance plans which are required to be published by the Council on the 30 June each year in accordance with section 6 of the 1999 Act;

“Best Value Review”

means the review which is required to be conducted by the Council in accordance with section 5 of the 1999 Act;

“Best Value Review Date”

means 1 April 2008 and each subsequent anniversary thereof during the duration of this Agreement or such other date or dates for a Best Value Review as the Council may specify in a Best Value Performance Plan;

“Business Days”

means days on which clearing banks are open for business in London;

“Change Management Process”

means the Change Management Process set out in Schedule 5;

“Commencement Date”

means the date of execution of this Agreement when this Agreement becomes binding;

“Confidential Information”

means all information or knowledge of every kind concerning or in any way relating to the provision of the Services or in any way relating to each of the parties concerning past, present or future activities thereof which should properly be regarded as confidential including information or knowledge relating to pricing, methods, processes, financial data, software, systems or equipment, strategic plans, operating data, trade secrets, know-how or related information;

“Contract Charges”

means charges set out in Schedule 3 for the Services. Contract Charges may only be varied in accordance with the formula or index set out in Schedule 3 or pursuant to the Change Management Process;

“Contractor's Systems”

means those IT systems or facilities to be made available by the Contractor for use in connection with the provision of the Services whether such software is owned by the Contractor or by a third party;

“Council”

means the London Borough of Greenwich of Town Hall, Wellington Street, London SE18 6PW, and includes its successors and assignees;

“Council's Health and Safety Officer”

means the person with relevant health and safety qualifications at the Council who has the responsibility for drafting and reviewing risk assessments for the Council's staff;

“Council Systems”

means those IT systems of the Council with which the Contractor's Systems must interface in order to enable the Council to fully utilise the Services;

“Data”

means all information in whatever form which is supplied or in respect of which access is granted to the Contractor by the Council or which the Contractor generates or supplies to the Council in the course of the provision of the Services;

“Default”

means any breach of the obligations of either party, (including but not limited to fundamental breach or breach of a fundamental term), or any default, act, omission (including unreasonable delay), negligence or statement of either party, its employees, agents or sub-contractors in connection with or in relation to the subject matter of this Agreement and in respect of which such party is liable to the other;

“District Audit Guidelines”

means the audit guidelines issued from time to time by the Audit Commission;

“Exit Plan”

Means the plan to be prepared by the Contractor in accordance with clause 24.2.1;

“Force Majeure”

means an event or circumstance beyond the reasonable control of the party whose performance of its obligations is thereby affected;

“Greenwich”

means the area within the London Borough of Greenwich from time to time;

“Implementation Plan”

means an implementation plan in respect of the introduction of the Services as set out in Schedule 7;

“Intellectual Property”

means copyright, database rights, rights in respect of domain names, all rights in relation to inventions (including patents), registered and unregistered trade marks, registered and unregistered designs, rights in respect of Confidential Information and all other industrial or intellectual property rights anywhere in the world whether registered or unregistered and including applications for any of these rights;

“Parent Company”

means in respect of any entity, any company which is the holding company of that entity. The term “holding company” shall have the same meaning as defined by section 736 of the Companies Act 1985;

“Personnel”

those employees or self employed staff of the Contractor who comprise the Resource Centre (as defined in Schedule 1) from time to time and who are dedicated to providing the management aspect of the Services to the Council;

“Premises”

means those premises or locations as more fully described in Schedule 4 (as may be changed from time to time by the Council in accordance with Clause 11) from which the Contractor provides the Resource Centre;

“Related Company”

means any subsidiary, holding company or company with a holding company in common;

“Relevant Authority”

means any court with relevant jurisdiction and any local, national or supra-national agency, inspectorate, minister, ministry, official or public or statutory person of the government of the United Kingdom or of the European Union;

“Service Commencement Date”

means the date upon which the Contractor is scheduled to begin providing the Services to the Council;

“Service Credits”

means those deductions to be made from the Contract Charges in accordance with clause 5 and Schedule 3 in respect of failures by the Contractor to achieve the Service Levels;

“Service Levels”

means the standards of service which the Contractor is required to achieve in the performance of the Services as set out in Schedule 2;

“Services”

means the services, functions and responsibilities to be performed by the Contractor as those services are more particularly described in Schedule 1;

“TUPE”

means the Transfer of Undertakings (Protection of Employment) Regulations 2006;

the Agreement may be terminated by notice in writing served by the recipient of the affected obligations.

The Contractor shall ensure that the Services comply with the Services Specification and meet (and, if reasonably possible, exceed) the Service Levels. The Contractor and its sub-contractors shall use all reasonable skill and care performing the Services and shall use personnel of appropriate skill and experience for performance of such Services.

The Contractor warrants that in relation to the Contractor's System it owns or has obtained valid licences to any Intellectual Property necessary for the provision of the Services.

The Contractor shall at all times, to the extent applicable to its activities hereunder comply with the Conduct Regulations and shall procure that all Panel Agents do likewise. “Conduct Regulations” means the Conduct of Employment Agencies and Employment Businesses Regulations 2003.

The Contractor warrants that the Personnel will be exclusively dedicated to providing services to the Council on a full time basis and will not spend part of their time providing services to any third party without the Council's prior written consent. However, provided the Council can reduce costs whilst at the same time being assured that the quality of service received by the Council would not be adversely affected, the Council would look favourably upon any proposals by the Contractor for the Personnel to additionally provide services to third parties.

The Contractor shall use all reasonable endeavours in accordance with good industry practice to ensure that the Personnel and all Agency Workers provided under this Agreement by both itself and any subcontractors under clause 28 of this Agreement are suitable to carry out the roles reasonably expected from the job description specified by the Council. The Contractor must also use all reasonable endeavours in accordance with good industry practice to check that all Agency Workers have undertaken suitable training appropriate for the job description specified by the Council, it being acknowledged that any training required as a result of matters specific and peculiar to the Council's way of working are the responsibility of the Council.

The Contractor shall put in place reasonable security measures and procedures to safeguard the Data against unauthorised access except that the Council shall be responsible for security in relation to access to the Premises where these are supplied by it.

The Council warrants that it is authorised to enter into this Agreement and has the power to appoint the Contractor to provide the Services.

The Council warrants that in connection with its receipt of the Services it will conform with all relevant Acts of Parliament, orders, regulations and by-laws made with statutory authority and that it will not in relation to the receipt of the Services discriminate against any individual whether on the basis of gender, age, sexuality or otherwise howsoever. The Council shall indemnify the Contractor and any relevant Panel Agent on demand against all actions, costs, claims, damages, awards, compensation, fines and other liabilities (including reasonable and proper legal costs and expenses) to the extent caused by a breach by the Council of the above warranty. It shall be a condition of this indemnity that the Contractor or the applicable Panel Agent shall:

The Council hereby acknowledges that the Contractor or Panel Agents, as applicable, is not to be liable for the acts and/or omissions of Agency Workers in the course of performance of their assigned duties and that the Contractor or Panel Agents shall have no liability whether to the Council or any third party provided it is not in Default in relation to its Agency Worker human resources management responsibilities. If the Contractor or Panel Agent is the subject of a claim by a third party related to the act or omission of an Agency Worker whilst on assignment with the Council then the Contractor shall:-

Except as expressly set out in this Agreement all conditions and warranties, express or implied, statutory or otherwise, are excluded.

The position in relation to the sharing of savings made as a result of the performance of the Services will be agreed between the parties in writing on a case by case basis and specified in Schedule 3.

Whenever, under this Agreement any sum of money shall be recoverable from or payable by the Contractor, including any over-payments, the same may be deducted from any sum then due or which at any time may become due to the Contractor under any contract with the Council, subject to prior written notice to the Contractor.

The Contractor shall comply, and shall procure that its employees, agents, contractors and other representatives comply, with:

18.7.6 No personal data or sensitive personal data of which the Contractor is the data controller shall be transmitted outside of the European Union without the prior written consent of the Contractor.

The Contractor shall be entitled to charge the Council for the relevant Services at the then agreed rates charged by the Contractor under the then applicable contract terms at the time of expiry or termination.

28.5 The Contractor will ensure that an appropriate written agreement is put in place between the Contractor and the sub-contractors for the provision of the relevant component of the Services prior to the subcontractor's service commencement date or within 60 days of any applicable variation to the Services being agreed. The Contractor shall also have a duty to keep the Council informed of any material variation to the terms of any agreement between the Contractor or any sub-contractor and of any dispute with a sub-contractor.

28.6 For the purposes of this Clause only, “sub-contractor” shall not include an individual engaged by the Contractor whether directly or through their own corporate vehicle, as an independent contractor, to form part of the Contractor's own personnel.

Termination

.

SIGNED for and on behalf of

MANPOWER UK LIMITED

Authorised signature and date:

Signature

Name (print)

Date

THE COMMON SEAL of the Mayor and Burgesses of the London Borough of Greenwich was hereunto affixed in the presence of:

Signature

Position________________________

Name (print)

Date

Signature

Position________________________

Name (print)

Date

SCHEDULE 1

Service Specifications

This Agreement covers all of the Council's requirements for the procurement of all Agency Workers except by the Council's schools.

The primary objectives of the Agreement and requirements for the Service as provided are to:

Realise savings related to the procurement of Agency Workers, in particular through:-

SERVICE DELIVERY

RESOURCE CENTRE AND OUT OF HOURS ARRANGEMENTS

The Contractor will establish a facility (“Resource Centre”) located within Greenwich at which the Personnel will be located and from which the management aspects of the Service will be provided. The Resource Centre will be the one point of contact for all Agency Worker recruitment by the Council within the scope outlined in Schedule 1, responsible for the day-to-day management, provision and development of the Service. Other responsibilities of the Resource Centre will include the benchmarking of pay rates at least every 12 months to ensure the Council receives best value, acting as the main point of contact for all prospective Panel Agents.

The Contractor will staff the Resource Centre with suitably trained and experienced staff between the hours of 8.30am and 6.00pm Monday to Friday (except English bank holidays). Outside these hours there will be agreed on call arrangements to meet the general or specific needs of the Council. The Service must be tailored to meet the specific requirements of each directorate within the Council, for example, ensuring 24hours / 7 days cover for dealing effectively and responsively to “out of hours” service needs including emergencies.

PANEL AGENCIES MANAGEMENT

The Contractor shall recruit and manage, in consultation with the Council, a tiered, Council approved, panel of Recruitment Agencies (`Panel Agencies') to meet the Council's requirements for Agency Workers. The intention is to rationalise and consolidate those recruitment agencies used by the Council. The Contractor shall be the primary point of contact for all recruitment agencies wishing to supply Agency Workers to the Council.

Panel Agents will be split into various `tiers'. This signifies the level of priority they have in terms of being offered opportunities to put forward candidates for consideration by the Council. All Tier 1 Panel Agents shall be given the initial and equal opportunity to put forward candidates for consideration by the Council. Only if the Tier 1 Panel Agents fail to put forward sufficient numbers of suitable candidates within a reasonable time frame will the opportunity be opened up to Tier 2 Panel Agents and so on depending upon the number of Tiers

The Contractor shall promote a positive working partnership between the Council, Agency Workers and Panel Agencies.

Panel Agents will be paid by the Contractor within 14 days of the Contractor receiving payment from the Council, subject to the Contractor receiving a valid invoice from the Panel Agent in a timely manner.

The Contractor shall establish response times in relation to the engagement processes between the Council, Contractor and tiered Panel Agencies and develop Key Performance Indicators for the management of service delivery and for the base lining and review of performance including the realisation of savings. The Contractor shall monitor performance of Panel Agencies and take appropriate action where performance is unsatisfactory.

The Contractor shall be primarily liable to the Council for any failure to comply with the terms of this Agreement whether caused by the Contractor itself or whether due to the act or omission of any of the Panel Agents. The Contractor may delegate specific aspects of its responsibilities, in so far as they relate to individual Agency Workers, to the appropriate Panel Agent as it thinks fit without needing to obtain the prior written consent of the Council.

The Contractor shall only engage Panel Agencies who have satisfied and continue to satisfy a test (Dunn and Bradstreet or equivalent except where a D&B check would be inappropriate given the size of the prospective Panel Agency in question) of credit worthiness to an identified value and it shall be incumbent upon the Contractor to conduct such check prior to the engagement of Panel Agents and periodically thereafter. The appointment, removal and any change in the status of Panel Agents shall be conducted by agreement between the Council and the Contractor in accordance with clause 28.2. The criteria to be used in connection with the appointment, removal and change in the status of Panel Agents shall be as follows:-

Agreement to contractual terms required in Panel Agency Agreement to reflect terms contained within this Agreement;

Agreement to satisfactory commercial terms;

Satisfactory performance and timely responsiveness to Council's recruitment requirements;

Satisfactory quality of candidates;

Achievement of Key Performance Indicators to reflect those imposed on the Contractor;

Whether prospective Panel Agent qualifies as either SME or BME or locally based supplier to ensure Council's declared aim of supporting such businesses is achieved;

Number of Panel Agents to be appointed to maximise benefits from rationalisation and consolidation of procurement through reduced numbers of agents whilst still securing sufficient numbers of candidates to fill Council requirements.

The Council may require any agency to be removed or not to be appointed to the list of Panel Agents if any person who is or within the preceding 4 years has been a member of the Council or an officer of the Council or who is the spouse or business partner of any such person or who is an employee and director, manager secretary, or other similar officer of a company which is under the control of the Council or any other person who is an “associated person” as defined in Section 69(5) or (6) of the Local Government and Housing Act 1989 becomes a director, manager, secretary or other similar officer of the agency in question or any of company within the agency's corporate group or a shareholder of any such company.

The Contractor will measure Panel Agents performance and provide the Council with monthly evaluations of the Panel Agents for the first six months from the Commencement Date, reverting to quarterly evaluations for the remainder of the Contract.

ENGAGEMENT OF AGENCY WORKERS

The Contractor shall enter into a Panel Agency Agreement with each Panel Agency consistent with the following principles.

The Panel Agency Agreement shall set out the terms upon which the relevant Panel Agency will make Agency Workers available through the Contractor to the Council.

1. AGENCY WORKERS STATUS

1.1 The Parties agree that no Agency Workers shall be or become employees of the Council for any purpose by virtue of the services performed by the Agency Workers. Any HR related matters applicable to Agency Workers shall be managed by the Contractor or relevant Panel Agent. Agency Workers shall accept instructions from Council officers and managers (acting under delegated authority from and being duly authorised by the Contractor or Panel Agent) in relation to the performance of any assignment. Where an individual has been on assignment to the Council for a continuous period of 42 weeks (whether or not in accordance with the terms of the relevant order) the Contractor shall provide a monthly report to both the Authorised Officer and the individual's responsible hiring manager of that fact in writing immediately it occurs.

2 RECRUITMENT

2.1 The Contractor, and through it the Panel Agents, shall ensure that there are clear written processes and procedures for the recruitment and selection of Agency Workers which meets all the requirements of legislation and employment law in order to ensure the recruitment of suitable staff in a fair, non-discriminatory manner.

2.2 All Agency Workers supplied to the Council must be able to demonstrate their competence and skills to meet the specific requirements of the position in question. The selection of Agency Workers must be consistent with the Council's Code of Practice on the Recruitment of Employees as applicable from time to time.

2.3 All potential Agency Workers are required to complete an application form that meets the requirements of legislation and provides a detailed employment history. At least two employment related references should be asked for and taken up. There should be procedures to verify the authenticity of references. Gaps in employment history should be checked. The Contractor and the Panel Agents should check in accordance with applicable legislation that all potential Agency Workers are entitled to work in the UK.

2.4 All potential Agency Workers who have been provisionally appointed must (i) sign a declaration in a form approved by the Council regarding the absence of any outstanding debts owed by the potential Agency Worker to the Council (ii) must sign declarations of financial and business interests/declarations of personal interests in forms approved by the Council. Agency Workers may be required to renew these declarations periodically throughout their engagement. If the potential Agency Workers refuse to sign such declarations or if they disclose indebtedness or potential conflicts of interest then the Council will be notified and the potential Agency Worker will not be placed in position without the express written approval of the Council. The Contractor's obligation to obtain these declarations from potential Agency Workers is applicable for as long as the Council operates a similar request from and must be no more onerous than for all candidates applying directly to the Council for permanently employed equivalent roles with the Council.

2.5 Individual face-to-face selection interviews must be undertaken on premises that are secure and private.

2.6 The Contractor shall use all reasonable endeavours to ensure sufficient availability of appropriate numbers of suitably qualified and experienced Agency Workers to meet the requirements of the Council.

3 RECORDS AND INFORMATION

3.1 The Contractor undertakes that it will require Panel Agents to keep the following records in respect of each Agency Worker supplied:

3.2 The above records form part of the Data to be delivered up to the Replacement Contractor or in the absence of a Replacement Contractor, the Council, upon expiry or termination of the Agreement for whatever reason. The Data shall comprise all such records for Agency Workers who are, as the date of termination or expiry of the Agreement, currently engaged in providing services to the Council and any Agency Workers who have been so engaged in the 3 years prior to such termination or expiry. The Contractor shall procure the delivery up of a copy of all such information as and when a Panel Agent ceases to be a Panel Agent for whatever reason. The Contractor shall also ensure that the Data handed over on termination or expiry includes a record going back a minimum of 3 years of all Agency Workers whose engagement with the Council was terminated early due to gross misconduct or substandard performance and all prospective Agency Workers who were not engaged because of material concerns about their previous conduct or record.

4. CHECKS

4.1 The Contractor, and through it the Panel Agents, shall ensure that pre and post employment checks are carried out and appropriate records kept in line with the Council's Code of Practice on the Recruitment of Employees as applicable from time to time and the Council shall regularly monitor that these checks are indeed carried out. These include checks:-

For the avoidance of doubt any failure by the Contractor to carry out any contractually required pre-engagement checks where a CRB and/or Protection of Vulnerable Adults or Protection of Children List check is required, shall constitute a breach which is not capable of being remedied. Any failure on the part of the Contractor (or any of the Panel Agents) to carry out these checks on any individual occasion shall entitle the Council to terminate this Agreement upon notice (in accordance with clause 23.2.1) if it results in somebody unqualified, disqualified or inappropriate being engaged by the Council. The Council's right to terminate shall only be enforceable where it is applied within 60 days of the Council becoming aware of the breach by the Contractor.

The Contractor shall provide copies of the profile card of the relevant CRB Register and Protection of Vulnerable Adult/ Protection of Children List results to the hiring department prior to commencement of an assignment.

5. SKILL, CARE AND DILIGENCE

5.1 The Contractor and Panel Agents shall require that the Agency Worker exercises all necessary skill care and diligence in carrying out the work and complies with all standards rules, policies, and procedures of the Council including but not confined to compliance with the Contract Procedure Rules, Financial Regulations, Standing Orders and the Equal Opportunities Policy in force from time to time and made known or available to him/her at that time by the Council.

6. CONDUCT

6.1 Agency Workers supplied by the Contractor or Panel Agents will not be subject to the provisions of the Council's Disciplinary Procedure, save that the Contractor and Panel Agents shall recognise the categories of misconduct specified in the Council's Local Conditions of Service Handbook. Problems relating to an Agency Workers' performance, attendance or conduct will be referred to the Contractor who shall immediately notify the Panel Agent responsible for the supply of the Agency Worker and, if necessary, the booking will be terminated without further charge.

6.2 The Contractor will provide details of disciplinary and grievance procedures and other policies of its personnel and will require Panel Agents to produce such policies in respect of Agency Workers supplied to the Council, which the Council may request from time to time.

6.3 The Contractor will ensure that all relevant Agency Workers undertake to abide by the Greenwich Area Child Protection Committee (ACPC) procedures when dealing with matters affecting the welfare of young people.

7 TERMINATION OF ASSIGNMENT

7.1 Except where an Agency Worker is guilty of gross misconduct which entitles the Council to require immediate removal of the Agency Worker from assignment, if any Agency Worker supplied by the Contractor (including those supplied by Panel Agents) is found by the Council, acting reasonably, to be unsuitable for good reason, at any time, the Council shall inform and allow the Contractor (or Panel Agent) a reasonable period to manage the reason(s) for unsuitability. If after such reasonable period the reason(s) for unsuitability remain, the Agency Worker will be withdrawn as soon as reasonably practicable and appropriate. Where an Agency Worker is removed from assignment under this Condition, the Council shall provide the Contractor, within 5 days of the Contractor's request, the Council's reasons, in writing, for requesting the removal of the Agency Worker.

7.2 When an Agency Worker supplied by the Contractor or a Panel Agent is found at the sole discretion of the Council to be unsuitable, and the Contractor has been informed of this in writing within eight hours of the Agency Worker starting the assignment, t the Agency Worker will be withdrawn as soon as reasonably practicable. In such circumstances, the Council will not be liable for any charges in respect of the first day worked by the Agency Worker.

7.3 Should an Agency Worker leave an assignment without notice before completion of the booking period agreed between the Council and the Contractor, the Council will only be liable for the payment of the hours actually worked.

7.4 Following such events (as outlined in Conditions 7.1, 7.2, and 7.3,) the Contractor shall use reasonable endeavours to provide a replacement within one hour of the event.

7.5 In addition to the Council's right to request removal of an Agency Worker from assignment as outlined in Conditions 7.1 and 7.2, the Council shall be entitled (other than in connection with the expiry or termination of this Agreement) to terminate individual assignments on the following basis:

The above provisions are an exhaustive statement of the rights which the Council has to terminate individual Agency Worker assignments.

8 EQUAL OPPORTUNITIES AND HEALTH AND SAFETY

8.1 The Contractor shall co-operate with the Council in relation to compliance with and require that the Agency Workers carry out their work in accordance with the Council's approved Equal Opportunities Policy and Health and Safety Policy.

8.2 Any Agency Workers supplied by the Contractor who put their own or their co-workers, including both fellow Agency Workers and permanent members of the Council's staff, health and safety at risk shall be immediately removed from working for the Council under this Agreement.

8.3 Any Agency Workers removed under clause 8.2 shall not be sent back to work for the Council in any capacity.

9 APPOINTMENT TO THE COUNCIL'S STAFF

9.1 In the event of any Agency Worker being appointed by the Council in any capacity, as a result of them responding to an internal or external advertisement placed in accordance with the Council's Equal Opportunities Policy then the Council will not be liable to pay any introductory fee to the Contractor or Panel Agent.

10 CONFIDENTIALITY

10.1 All Agency Workers shall be under a contractual obligation not to divulge to any third party any information concerning or in connection with this Contract, the assignment or the activities of the Council.

10.2 All Agency Workers shall be under a contractual obligation not to dispose of nor part with possession of any document or information supplied by the Council in connection with the Services or this Contract and shall return to the Council all such documents (and any copies thereof) forthwith upon request from the Council.

10.3 The provisions of this Condition shall not apply to:

Any information in the public domain otherwise than by breach of this Contract

Any information required to be disclosed by a court of competent jurisdiction

The provisions of this Condition shall survive any termination of this Contract and shall continue in perpetuity.

11 PROPERTY COPYRIGHT AND DISCLOSURE

11.1 All intellectual property rights in any work produced by an Agency Worker provided under the Contract shall become and vest in the Council from the time of their creation, and the terms under which the Contractor or Panel Agent employs Agency Workers shall contain an assignment of any such intellectual property rights in the Council's favour.

11.2 The Contractor shall not, and shall require that the Agency Workers do not, during the currency of their assignment or after its termination, howsoever determined, disclose to any person whatsoever any information relating to the Services, the Council's business or other operations or remove anything from any location at which they have been working without the Council's prior written consent or retain any item provided to them by the Council in connection with the Services, which items remain the Council's property.

12 CONTACT WITH THE MEDIA

12.1 All Agency Workers shall be under a contractual obligation not to divulge any details of or make any comment regarding their contractual arrangements, individual assignments, or business of the Council to the media or otherwise publish the same or make it publicly available in any way, without the written consent of the Council.

14.1 This shall be as agreed with the Council and as specified in the documentation ordering the Agency Worker

14.2 Unless otherwise agreed by the Authorised Officer in writing, the Contractor's Margin shall be fixed in accordance with the rates tendered as set out in Schedule 3.

14.3 If, during the Contract Period (and any extension thereof) there is any change to any legislation (including National Insurance Rates, Working Time, bank holidays,, CRB checks or background vetting required by Government or the Council) which directly affects the Contractor's costs and which is totally beyond the control of the Contractor then the Contractor shall be entitled to apply to vary the Contract Charges to reflect such change through the Change Control Process.

14.4 No payment shall be made by the Council to the Contractor for the time taken by the Agency Worker in meal breaks or for any time taken as annual holiday, statutory holiday, sickness leave or for any other form of leave or holiday.

15 OVERTIME CONDITIONS

15.1 Overtime will not be paid unless otherwise agreed in writing between the Parties.

16 TRAVELLING EXPENSES

16.2 The Council will not pay for travel to and from the workplace.

17.1.1 Protective footwear when working in the following Council departments:

17.1.2 Protective clothing as follows when working in the following Council departments:

ADDITIONAL TERMS RELATING TO DRIVING ASSIGNMENTS

1 DEFINITIONS

2 ASSIGNING QUALIFIED DRIVERS

The Contractor will ensure that any Driver is at the commencement and duration of the Driving Assignment, (and will use all reasonable endeavours during the Driving Assignment to monitor this), duly licensed in accordance with the provisions of the Road Traffic Act 1988, and any other enactments including EC legislation relating thereto. This also includes any other Statute relating to the same which may from time to time be in force, applying to vehicles as the Council shall specify to the Contractor prior to the commencement of the Driving Assignment.

3 SUPPLIER'S RIGHT TO TERMINATE SERVICE

The Contractor has the right to terminate the Driving Assignment forthwith with no liability arising, in the event of the Council directing the Driver to drive automated vehicles which fail to comply with the requirements of the Road Traffic Act 1988 or any other relevant legislation for the time being in force.

4 COUNCIL OBLIGATIONS

4.1 The Council shall take direct responsibility for statutory obligations in respect of Operator's Licences, EC legislation, (including Driver's hours and records but subject to the Supplier's obligations to comply with the Road Transport (Working Time) Regulations 2005), maintenance and safety of vehicles, health and safety arising out of the provision of the Driver by the Contractor. The Council shall ensure that any Agency Worker Driver is covered by the Council's Operator's Licence (where necessary).

4.2 The Council shall inform the Contractor of any infringements relating to the Road Transport (Working Time) Regulations 2005, of which Council is aware.

4.10 The Council shall from time to time on request assist the Contractor in the provision of information and evidence in respect of the Driving Assignment in compliance with the Regulations and to any authority charged with their enforcement.

TECHNOLOGY

The Contractor will provide through the Contractor's System a web-enabled portal and integrated e-procurement / commissioning, timesheet recording / certification and payment system which interfaces satisfactorily with the Council Systems. The Contractor's System shall be fully functional on the Service Commencement Date except for the time sheet recording facility which shall be available no later than 90 days after the Contractor has received details of the Council's hierarchical structure and authorisation levels from the Council.

The Contractor's System will be available 24/7 fifty-two weeks of the year subject to the Service Levels set out in Schedule 2.

The Contractor's System should provide through a secure, web enabled portal the following:-

Ability to

The Contractor (with the active co-operation of the Council) will be responsible at its own cost for ensuring the integration of the Contractor's System with the Council's Procurement (Orbit) and HR & Payroll (Oracle E Business) systems within the first 12 months from the Commencement Date.

There will be no installation, licensing, development or other costs separate from the Contract Charges falling to the Council associated with access to and use of the Contractor's System.

The Contractor will have in place a detailed business recovery plan for sustaining the Service in the event of a major failure in the Contractor's System.

Where parts of the Council cannot for whatever reasons access the Contractor's Systems, the Contractor will provide manual processes as agreed with the Council for the provision of the ordering / commissioning, timesheet completion and invoicing processes.

The Council will have access to the Contractor's System for the generation of management reports.

The ordering and timesheet completion process shall be as follows:-

ORDERING

Outline process for the ordering and recruitment of Agency Workers is set out on the slide `Ordering Process [1]' appended hereto and incorporated by reference.

TIMESHEETS

Manual Timesheets will be operated until the electronic time sheet recording facility referred to in the Technology section above has been implemented.

STATEMENTS

This is detailed in Schedule 3.

The Contractor is also to report back to the Council monthly on its performance, including, in particular:-

The Contractor will further break down the reports in terms of job categories, service areas and location by Panel Agents.

Subject to receipt of this information by the Contractor, which the Contractor and Panel Agents shall take reasonable steps to obtain, the Contractor will supply to the Council on an anonymised basis (periodically as agreed with the Council) equality data against the following strands:- race/ethnicity, gender, disability, age, sexual orientation and religion so as to enable the Council to report against the Equality Standard for Local Government. The Council is currently assessing against Level 4 of that Standard.

TRAINING

The Contractor shall provide in respect of the Contractor's System and of the processes and procedures applicable under the arrangements established by the Contract, at its own cost, appropriate training reasonably required of the Personnel, Panel Agents' staff and Council officers (both at the outset and thereafter on an ongoing basis) to ensure successful implementation and operation of this Agreement.

USER SATISFACTION

The Contractor will request satisfaction feedback from each executives of the Council on each and every occasion that they are directly responsible for seeking to engage an Agency Worker under the terms of this Agreement.

COMPLAINTS LOG

The Contractor shall maintain a record of complaints received relating to the Service and the Agency Workers provided. The Contractor shall promptly investigate all complaints and report back both to the complainant and to the Council as to whether the complaint is considered as justified, what action (if any) is being taken to resolve the complaint and what action is being taken (if any) to ensure that the cause for complaint is not repeated.

ADDED VALUE

The Council is going through substantial change and is faced with major challenges in the areas of recruitment, training and development and redeployment. The Council wishes to recruit and retain a flexible workforce with the appropriate skills base to complement and support its modernisation agenda. The Council is interested in how the Contractor can add value in this regard. In particular the Council is interested to new approaches in dealing with:-

The Council is interested in receiving initial proposals/commitments in relation to the above and future proposals on an ongoing basis along with an assessment of what can be delivered within the context of the Agency Worker contract.

The Contractor shall on a timely basis publicise job opportunities through whatever channels as may be appropriate from time to time.

SCHEDULE 2

Service Levels

The Contractor shall aim, from the relevant Service Commencement Date, to fulfil 100% of the Council's requirements regarding the supply of Agency Workers to the Council departments concerned, with a contractual requirement to meet 98% of the Council's requirements in any 3 calendar month period.

In the operation of the Service it is the Council's requirement that requests for Agency Workers will be responded to within the following agreed timescales.

References in the Table to `hours' are to the normal working hours of the Resource Centre except in a situation where out of hours service is reasonably necessary in the circumstances.

The parties recognise that the above Response Time service levels may need to be revised to more closely reflect the precise needs of users of the service. The parties will use all reasonable endeavours to reach agreement on such revisions within 6 months of the Service Commencement Date. In the absence of agreement the above service levels will continue to apply.

Failure by the Contractor to achieve these standards on more than 3 occasions in any 3 calendar month period (not including the first 6 months following the Service Commencement Date during which time this specific threshold does not apply but, for the avoidance of doubt, the general duty of the Contractor to meet these response times does apply) represents levels of performance not in accordance with the contractual standard.

Other Key Performance Indicators

User Satisfaction

At least 80% of those responsible for each recruitment process initiated during any given period to rate the Contractor as satisfactory or above in terms of satisfaction with the recruitment process and management of the Service by the Contractor where the following scale applies:-

1 = Totally unacceptable

2 = Not entirely satisfactory

3 = Satisfactory

4 = Good/exceeded expectations

5 = Excellent, could not be faulted

At least 98% of those responsible for each recruitment process initiated during any given period to rate the quality of the candidates put forward for consideration as satisfactory or above where the following scale applies:-

1 = Totally unacceptable

2 = Not entirely satisfactory

3 = Satisfactory

4 = Good/exceeded expectations

5 = Excellent, could not be faulted

All ratings which are below satisfactory to be investigated and reported back on to the Council as part of the monthly reporting process. In urgent cases a report will be provided immediately. For the avoidance of doubt, the 80 and 98% satisfaction ratings required are only measured out of those managers who express a view. In order to validly assess the Contractor's performance against these KPI's a sufficient number of responses must be received to constitute a representative sample in line with Audit Commission guidelines issued from time to time.

Cost Savings

See Schedule 3

Contractor's System

The Contractor's System should be fully operational 98 % of the time during core business hours of the Resource Centre and 95 % of the time outside core business hours.

Agency Worker quality

Less than 2% of Agency Workers recruited within any given period have their assignment terminated by the Council because of unsatisfactory performance, failure to turn up at the required times etc

Pre-appointment checks

100% of Agency Workers recruited within any given period have had all checks carried out satisfactorily in accordance with Schedule 1 and the requirements outlined in relation to any particular job specification.

Within 3 months of the commencement of this Contract during the Contractor will establish and agree with the Council statistics representing total volumes of agency staff utilised by the Council in the period immediately preceding the Contract, total billable hours worked by those agency staff, average agency charge rates, average pay rates received by agency workers etc. These will provide a benchmark against which the ongoing effectiveness of the Contractor will be measured and against which the Contractor will report on an annual basis.

SCHEDULE 3

Contract Charges and Service Credits

SCHEDULE 4

Council responsibilities

Executive commitment

Until completion of implementation of the Service the commitment and availability of Council executives on a timely and responsive basis is critical to the successful and timely implementation of the Service. In particular the Council must no later than the Commencement Date:-

Provide sponsorship by senior management

Appoint a Council Authorised Officer

Designate contacts in each department of the Council

Provide access to IT expertise to support integration

Appoint a financial specialist to support the Contractor's implementation of the proposed billing and invoicing solution.

Provide logistics/facilities assistance to support the establishment of the onsite Resource Centre.

To encourage Council user and Panel Agency buy-in the Council must co-operate fully with the Contractor's recommendations regarding communications and the provision of information/training. To facilitate this the Council should nominate a primary contact for communications planning.

Details of the likely proportion of time needed to be dedicated by each to this implementation are set out above and in the Implementation Plan (Schedule 7).

Resource Centre Facilities

The Premises to be provided will initially be located within the Council's building at Riverside House, Woolwich.

Provision of the Premises and suitable office space sufficient to accommodate the number of Contractor's personnel reasonably required by the Contractor to carry out the Services, constituting 12 people initially and as may be amended subsequently to cope with changes in the scope of or levels of demand for the Service.

The Council will use all reasonable endeavours to ensure that the facilities as described below (`the Facilities') are continuously available and in proper working order throughout the Term and will ensure that the Facilities and the related working environment comply with all applicable health and safety regulations. If, due to any cause, the Facilities or the Resource Centre premises are unavailable, the Client will do whatever it reasonably can to make satisfactory alternative arrangements and that full availability is restored as soon as reasonably possible.

The terms upon which the Personnel may occupy the Premises (in addition to those set out in clause 11) are as follows:-

The Contractor shall:

1. Not use the Premises for any purpose other than that required for the exercise of the rights granted to the Contractor under this Agreement

2. Keep the Premises in a clean and tidy condition and report immediately to the Council any damage caused by the Contractor's use of the Premises and any items of maintenance that are required;

3. Not make any structural alterations to the Premises

4. Operate a clear desk policy and store all papers, files and associated paper work securely;

5, Not impede in any way Contractor's rights of possession or control of the Premises

6. Vacate the Premises as soon as reasonably practicable upon being instructed to do so;

7. Not cause any nuisance, annoyance or interference to any other personnel of the Council or its agents working at the Premises or any property adjoining the Premises; and

8. Comply with all statutory requirements in respect of the Premises in carrying out the Services from the Premises; and

9. Comply with health and safety legislation and any guidance with respect to health and safety matters notified to it by Council in writing with respect of the Premises; and

10. Comply with Premises' security procedures.

The Council shall be responsible for maintaining buildings insurance in respect of the Premises.

The Council undertakes to provide free of charge to all Personnel such desks, and chairs, and other general office facilities, supplies and stationery services at the Premises as reasonably necessary and suitable to enable the Contractor to fulfil its obligations under this Agreement.

In particular the Council shall provide, as a minimum, the following infrastructure for the Personnel :-

The Council will not be responsible for providing:

Information provision

The Council will supply the Contractor, in accordance with the timescales set out in the Implementation Plan referred to in Schedule 7, with all information and data concerning the operations and activities of the Council to the extent that such is reasonably necessary to enable Contractor to provide the Services in accordance with this Agreement and the Service Levels, including current information about job profiles, structure of Council operations, current suppliers of agency workers, current procedures as to how agency staff are recruited and how invoices get paid etc as well as in relation to all future recruitments

The Council will so far as it reasonably can keep the Contractor advised of developments affecting the Council which may have a material impact on the Council's use of the Services and the numbers of Agency Workers likely to be required from time to time.

Management of Agency Workers

Council officers and employees must act at all times in a manner which is consistent with the Contractor (or a third party) being the employer of the Agency Workers. In particular they must not:-

SCHEDULE 5

Change Control Procedure

1 The following procedure will be followed for Change Requests.

1.1 The party requesting the Change will complete Part 1 of the Change Request Form, a sample of which is attached hereto.

1.2 Any Change Request should be duly authorised on behalf of the party making the same and passed to the other party for processing.

1.3 Neither party will withhold approval of a Change Request if the proposed Change is required in order to comply with any statutory or regulatory requirements.

1.4 The Contractor will notify the Council in writing within 5 Working Days (or such other period as may be agreed) of receipt of a Change Request of the time and cost reasonably required to investigate the implications for this Agreement of implementing the proposed Change, it being acknowledged by the Contractor that charges for such investigations should only apply in exceptional cases where the proposed change is quite complex or time consuming to investigate or if the number of Changes requested by the Council are more than ought reasonably to have been anticipated. Any chargeable investigation will be carried out only on Council's prior written instruction.

1.5 On receipt of a Part 1 authorised by the Council, the Contractor will assess the impact of the proposed Change and will complete Part 2, including the cost increase or reduction implications of implementing such change and the estimated time scales for implementation.

1.6 The Contractor will give a written estimate to the Council showing the increase or decrease in the Charges reasonably required and any related impact on the Services and/or the Service Levels and on other matters relating to this Agreement which are reasonable in the circumstances should the proposed Change be implemented. The Contractor will use its reasonable endeavours to ensure that a response is made as soon as reasonably possible within 10 Working Days (or such other period as may be agreed) of receipt by the Contractor of a written instruction to investigate the implications of a proposed Change.

Any Changes proposed in response to a request for a Change must be reasonable in context based on the principles outlined in this Agreement and must not depart without due justification from the basis of charging which previously applied. The Contractor will provide reasonable evidence in support of its justification of the extent of any proposed Changes.

1.7 The Contractor will be responsible for allocating a unique number to each Change Request which will be entered on each page of the Change Request Form.

1.8 Part 2 (or both Parts 1 and 2 if the Change Request was initiated by the Contractor) will then be submitted to the Council. Council will decide whether the Change Request is to be implemented or not, completing Part 3 accordingly and returning it to the Contractor. It is acknowledged that this stage of the process may involve some negotiation of the terms of the Change (including negotiations relating to costs, scope and timing).

1.9 Should Council then wish to proceed with the Change, it will instruct the Contractor in writing.

1.10 Once a Change has been agreed those parts of this Agreement affected by the Change will be deemed to be modified accordingly and, notwithstanding section 1.11 below, the rights of the parties under this Agreement shall be construed accordingly. The parties will as soon as reasonably practicable take such steps as are reasonably required to document the consequential changes to this Agreement.

1.11 If Council approves the implementation of the Change Request, the Contractor will commence work to undertake the Change in accordance with any agreed programme or timetable. Part 4 will be completed by the Contractor to indicate whether the Change was successful or partially successful together with any relevant comments including reasons for partial implementation or non-implementation. Part 4 will then be signed by both Council and the Contractor (provided that signature of Part 4 by the parties shall not be construed as a waiver of any right hereunder or as evidence that any failure to implement the Change is acceptable).

1.12 The completed Change Request Form will then be filed by the Contractor, with a copy to Council.

1.13 Change Requests will be processed through the Service Manager of each party. They will each be responsible for informing his staff of the progress and final outcome of any Change Request.

Efficiency Changes

2 The Contractor is encouraged to suggest “Efficiency Changes” being changes improving the methodology or processes by which the Services are provided.

CHANGE REQUEST NO.

CHANGE REQUEST FORM

PART 1: REQUEST FOR CHANGE

Requester:

Date of Request:

Requested Implementation Date:

Details of Request:

Submission of Change Request Authorised:

For Contractor/Council

Signed :

Name :

Date :

PART 2: IMPACT OF CHANGE REQUEST CHANGE REQUEST NO.

Cost Of Implementing Change Request:

Implementation Plan:

For Contractor

Signature:

Name:

Date:

PART 3: AUTHORITY TO PROCEED

*Implementation of the Change Request, as submitted in

Part 1 in accordance with Part 2 is approved.

*The Change Request submitted in Part 1 is withdrawn.

(*delete as applicable)

For Council

Signature:

Name:

Date:

CHANGE REQUEST NO.

PART 4: CHANGE REQUEST COMPLETION DETAILS

*Change Request was successfully implemented on

........................................

*Change Request was partially implemented on

........................................

*Change Request has not been implemented because………..

(*delete as applicable)

Comments:

For Contractor

Signature:

Name:

Date:

For Council

Signature:

Name:

Date:

SCHEDULE 6

APPROVED PANEL AGENTS

Tier 1

Any group company of Manpower Plc.

Gateway Employment Limited

Tier 2

Schedule 6 shall be populated during the term of the Agreement when Panel Agents sign up to a contract with the Contractor. The Contractor shall be responsible for agreeing with the Council which tier any particular Panel Agent shall be included on.SCHEDULE 7

IMPLEMENTATION TIMETABLE

Service Commencement Date 4^th June 2007. The Service is scheduled to go live on that date. The roll out of the Service throughout all of the Council's departments will take place in 3 or 4 phases currently estimated as follows:-

4^th June Commercial/Support functions

11^th June (estimated) Industrial

25^th June (estimated) Professional/Technical

3^rd September (estimated) Social Care

The Contractor will prepare and implement an implementation and communication plan (in a form reasonably agreed with the Council, such agreement not to be unreasonably withheld or delayed) for each phase of the implementation of the Service. This plan must inform relevant Council personnel of the processes and procedures when engaging Agency Workers, timesheet authorisation, payment procedures, cover the roll out of enabling technology and applicable training and the like to enable full use to be made of the Service. In respect of the initial phase an Implementation Plan - Short Term dated 2^nd May 2007 has been agreed.

Initial confirmation of the appointment of Panel Agents to be completed within 30 days of the Service Commencement Date.

The Contractor will at the actual Service Commencement Date for each phase deal with the selection and supply of all new Agency Workers to Council departments covered by that phase where the recruitment process commences after the relevant actual Service Commencement Date. Any recruitment which has already commenced as at the relevant Service Commencement Date will continue unaffected and the Contractor will not have contractual responsibility for the same.

Where agency workers are already in situ with the Council as at the relevant actual Service Commencement Date, the Contractor will take responsibility for the administration/management of that appointment with effect from that date. If the supplying agency is to be a Panel Agent under the new arrangements established by this Agreement, the Contractor will ensure that with effect from the relevant actual Service Commencement Date the individual concerned becomes an Agency Worker supplied by the Contractor under this Agreement and that a suitable Panel Agency Agreement is in place with the Panel Agency in question. In such a case the Contractor will charge the Council and the Contractor will be responsible for paying the Panel Agent in question. If the supplying agency is not to be a Panel Agent the Contractor will only take responsibility for the administration/management of that appointment with the contractual relationship remaining in place between the Council and the supplying agency in question. So far as agency workers in situ as at the relevant actual Service Commencement Date are concerned the transition to this new arrangement should have no effect with them enjoying continuity of assignment and no change in terms and conditions.

Integration of the Contractor's System with the Council's Procurement (Orbit) and HR & Payroll (Oracle E Business) systems to be completed by 01 April 2008.

SCHEDULE 8

CONTRACTOR'S KEY PERSONNEL

During Implementation, until the Service has been rolled out across all of the Council's departments, the following are to be regarded as Key Personnel devoting a minimum of their time as indicated to the successful roll out of the Service at Greenwich:-

Upon the Service Commencement Date the following are regarded as Key Personnel in addition:-

Team Leader (Care) (when appointed)

Team Leader (Non-care) (when appointed)

1