PART A - GENERAL TERMS

These Terms together with the provisions of the relevant Special Term and the Framework Agreement comprise the contractual provisions which form part of the Contract that is entered into between the CLIENT and the CONTRACTOR and which will govern the provision of Services by a CONTRACTOR to a CLIENT

A1. Interpretations

A1.1 As used in these Terms, the following terms and expressions shall have the following meanings:

“CHARGES” means the rates and charges set out in the Services Order.

“CLIENT means London Borough of Merton

“COMMENCEMENT DATE” means the date for the commencement of the Services on 8^th of December 2005

“CONFIDENTIAL INFORMATION” means all information designated as such by either party in writing together with all other information which relates to the business, affairs, developments, trade secrets, know-how, personnel, s customers and suppliers of either party or other information which may reasonably be regarded as the confidential information of the disclosing party.

“CONTRACTOR” means the contractor Hays Specialist Recruitment Limited.

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

“KEY PERSONNEL” means those persons named on the Services Order as being key personnel.

“SERVICE OR SERVICES” means any of the services to be performed by the CONTRACTOR for the CLIENT to meet the requirements of the SLA.

“SERVICE LEVELS” means the service levels to be met by the Services as set out in the SLA.

“TERMS” means these Part A General Terms and Conditions, comprised of the Clauses and the Schedules hereto.

A1.2 A reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof.

A1.3 Headings are included in these Terms for ease of reference only and shall not affect the interpretation or construction of the Assignment Contract.

A1.4 References to “Clauses” and “Parts” are, unless otherwise provided, references to clauses and parts of these Terms.

A1.5 In these Terms, the masculine includes the feminine and the neuter and the singular includes the plural and vice versa.

A2. Scope of Terms

A2.1 These Terms shall apply to the provision of the Services to the CLIENT by the CONTRACTOR.

A3. The Services

A3.1 The CONTRACTOR shall perform the Services specified in the SLA.

A3.2 Both parties shall comply with any management provisions set outthe Contract.

A4. Rights of Third Parties

A4.1 The Contract shall not create any rights that shall be enforceable by anyone other than the parties to this Assignment Contract.

A4.2 Any rights created pursuant to Clause A6.1 may be altered or extinguished by the parties pursuant to Clause A24 without the consent of any third party beneficiary of such rights.

A5. Charges

A5.1 In consideration for the performance of the Services in accordance with the terms of the Contract, the CLIENT shall pay the Charges in accordance with the invoicing procedure and payment profile specified in the Framework Agreement.

A5.2 In the event and to the extent that the Services Order specifies that the CLIENT will reimburse any expenses incurred by the CONTRACTOR in carrying out the Services, the CLIENT shall reimburse any such expenses which are reasonably and properly incurred by the CONTRACTOR.

A5.3 Payment shall be made within 14 days of receipt of invoice(s)

A5.4 The Charges are exclusive of Value Added Tax. The CLIENT shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law, from time to time.

A5.6 All payments will be made in full free of any deduction and set-off. In the event of a bona fide dispute arising on the charges, the Client will inform the Contractor in writing as soon as practically possible and the matter will be resolved through the dispute resolution procedure in a timely manner. For the avoidance of doubt, the disputed sum will not be payable until the dispute is resolved but the remainder of the invoice will be payable by the due date.

A5.7 Interest shall be payable on any late payments under the Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

A6. Warranties and Representations

A6.1 The CONTRACTOR warrants and represents that:

A6.1.1 the CONTRACTOR has full capacity and authority and all necessary to enter into and to perform this Contract;

A6.1.2 the provision of the Services shall not infringe any Intellectual Property Rights of any third party;

A6.1.5 the Services shall be supplied and rendered by appropriately experienced, qualified and trained personnel; and

A6.1.6 the CONTRACTOR shall discharge its obligations hereunder with all due skill, care and diligence including but not limited to good industry practice and (without limiting the generality of this Clause) in accordance with its own established internal procedures.

A6.2 Except as expressly stated in the Assignment Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose) are hereby excluded to the extent permitted by law.

A7. Limitation of Liability

A7.1 The following clause sets out the entire financial liability of the Contractor (including any liability for the acts or omissions of its employees, agents and sub-contractors but specifically excluding the Temporary Agency Workers) to the Client in respect of:

(a) the other's breach of these conditions;

[Author ID1: at Tue Dec 13 11:12:00 2005 ]

A7.2 Nothing in this Contract excludes or limits the liability of the Contractor:

(a) for death or personal injury caused by the Contractor´s negligence; or

A7.3 Subject to condition A7.1:

(a) the Contractor´s total liability in contract, tort (including negligence or breach of statutory duty), arising in connection with the performance or contemplated performance of the Contract shall be limited to the will be limited to the aggregate profit made for each Contract Year (or pro rata if for a shorter period) plus 25%; and

A7.4 The Client agrees to indemnify and hold harmless the Contractor from and against all loss, liability, costs, charges, claims or damages made against the Contractor by third parties arising out of or in connection with the provision of services by Reed Health Limited in its capacity as the Contractor's subcontractor pursuant to this Contract.

A7.5 If any terms or provisions of this Clause A7 are or become invalid, illegal or unenforceable, the remainder shall survive unaffected.

A8. Confidentiality

A8.1 The Contractor shall take reasonable precautions to ensure that none of its officers or employees (including its advisers):-

a) discloses any term of this Contract; or

b) discloses or uses any Confidential Information (as defined below) which is acquired in connection with this Contract or which has been acquired in the negotiations leading up to it except as is reasonably necessary for the performance of its obligations under this Contract or as the CLIENT agrees; and

shall not use any Confidential Information it receives from the CLIENT other than for the purposes of the Contract.

A8.2 This confidentiality undertaking does not apply to disclosure by either Party which is made for a proper purpose:

a) to a public authority (which for the purposes of this Contract means any governmental, regulatory or other public authority in the UK or elsewhere including a person appointed by a public authority to carry out an investigation); or

b) to a Court of Law in the UK or elsewhere in any legal proceeding; or

c) in connection with the Freedom of Information Act pursuant to the terms of this Contract

A8.3 This clause shall not apply to any Confidential Information received by one Party from the other:-

(a) which is or becomes public knowledge (otherwise than by breach of this clause);

(b) which was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party;

(c) which is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

(d) which is independently developed without access to the Confidential Information; or

(e) which must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure.

A8.4 Nothing in this clause shall prevent the CLIENT:-

(a) disclosing any Confidential Information for the purpose of:-

(i) the examination and certification of the CLIENT's accounts; or

(ii) any examination pursuant to the National Audit Act 1983 of the economy, efficiency and effectiveness with which the CLIENT has used its resources; or

(b) disclosing any Confidential Information obtained from the Contractor to any other public authority

provided that in disclosing information under sub-paragraph (b) the CLIENT discloses only the information which is necessary for the purpose concerned and requires that the information is treated in confidence and that a confidentiality undertaking is given where appropriate.

A8.5 Nothing in this clause shall prevent either Party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business, to the extent that this does not result in a disclosure of Confidential Information or an infringement of Intellectual Property Rights.

A8.5 For the purposes of this clause, “Confidential Information” means any information which has been designated as confidential by either Party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information which relates to the business, affairs, properties, assets, trading practices, developments, trade secrets, Intellectual Property Rights, know-how, personnel customers and suppliers of either Party, all personal data and sensitive personal data within the meaning of the Data Protection Act 1998 and any information specifically designated by either party to be commercially sensitive information.

A9 TERMINATION

A9.1 Notwithstanding any other provision within this Contract, the Contract may be terminated in accordance with this clause.

A9.2 If

then the CLIENT on becoming aware of such act shall terminate this Contract with immediate effect.

A9.3 The Contractor acknowledges and accepts that where it has breached any of the provisions of subclause 1, then without prejudice to its other remedies the CLIENT shall be entitled to any costs caused by the need to re-tender the Contract and where the Contractor was a member of a price-fixing cartel shall be entitled to the difference between the tender price and uncorrupted market price as part of its claim for damages.

A9.4 If either Party commits a breach of any of its material obligations under this Contract and fails to remedy it, if capable of remedy, within thirty days of receipt of notice specifying the breach, then the other Party may terminate the Contract on expiry of the written notice.

A9.5 If either Party is by any cause, other than a proper cause directly attributable to the other Party or by way of Force Majeure, prevented from performing its obligations under the Contract for a period of three (3) calendar months or for a total period of six (6) calendar months in any period of twelve (12) consecutive calendar months, then the prevented Party may terminate the Contract by giving the other Party thirty days' notice in writing.

A9..6 If the Contractor

then in any such circumstances at its sole discretion the CLIENT may terminate the Contract with immediate effect.

A9..7 Where

then at it s sole discretion the CLIENT may terminate the Contract by giving the Contractor thirty days' notice in writing.

A9.8 If the Contractor

then entirely at its own discretion but not vexatiously or unreasonably the CLIENT may terminate the Contract by giving the Contractor thirty days' notice in writing.

A9.9 If, due to a series of events or set of circumstances, it becomes the CLIENT's reasonable view that it is impossible to maintain confidence in the Contractor's ability to perform the Contract to a satisfactory standard, then entirely at its sole discretion but not vexatiously or unreasonably the CLIENT may terminate the Contract by thirty days' notice in writing.

A9.10 If the CLIENT has the whole of its undertaking terminated by any Act of Parliament or regulations and thereby its financial and other assets transferred or vested in another body (excepting always an act of renaming the CLIENT or in the event of any petition being successfully entertain by the High Court for the liquidation or winding up of the whole or any part or parts of the CLIENT's undertaking or in the event of a successful action for the sequestration or the freezing of the whole of the CLIENT's financial undertaking for more than three months, then the Contractor may terminate the Contract with immediate effect.

A9.12 Notice of termination by either Party shall be served in writing in accordance with the Notices clause.

A9.13 Where this Contract is terminated:

A9.14 The Contractor acknowledges and accepts that the CLIENT, as a public service, must be particularly careful about the character and background of persons whose work will bring them into substantial contact with vulnerable groups, including but not limited to elderly persons, sick persons, disabled persons or children. Without prejudice to any other remedy available to the CLIENT, the Contractor further acknowledges and accepts that any breach of its obligations in respect of the placement of Temporary Agency Workers who work with such vulnerable groups may be treated by the CLIENT as fundamental breach by the Contractor and then at its sole discretion the CLIENT may terminate the Contract with immediate effect.

A9.15 At the expiry or termination of the Contract, the Contractor shall co-operate with any incoming contractor(s), third party agencies, the Second Tier Providers, the Temporary Agency Workers and with the CLIENT and do its utmost to ensure a smooth transition of the Service. Without prejudice to the generality of the foregoing, this includes but is not limited to providing the CLIENT with the appropriate data and records and full financial information.

A9.16 Where the Contract has been terminated as a result of the Contractor's breach, then where requested by the Client, the Contractor shall (subject at all times to the consent of the Second Tier Providers) novate all agreements with Second Tier Providers to either the Client or to the incoming contractor(s)or third party agencies appointed by the Client, and shall co-operate in the smooth transition of the Temporary Agency Workers who are on a placement with the Client at the date of the expiry or termination. For the avoidance of doubt, all related costs shall be borne by the Contractor.

A10. Health and Safety Hazards

A10.1 The CLIENT shall notify the Temporary Workers of any health and safety hazards which may arise in connection with the performance of the Contract. Whilst the Temporary Workers are under the supervision, direction and control of the Client, the Client will be fully responsible for the Temporary Workers health and safety.

A10.2 The CLIENT shall notify the CONTRACTOR in writing of any health and safety hazards which may exist or arise at the Premises and which may affect the Temporary Workers. The CLIENT shall draw these hazards to the attention of its employees and sub-contractors or any persons engaged by the CONTRACTOR in the performance of the Assignment Contract at the Premises and shall instruct such persons in connection with any necessary associated safety measures.

A11. Publicity

[Author ID1: at Tue Dec 13 11:15:00 2005 ]A11.1 Except with the written consent of the CLIENT (not to be unreasonably withheld), the CONTRACTOR shall not make any press announcements or publicise the Assignment Contract in any way.

A11.2 The CONTRACTOR shall take all reasonable steps to ensure the observance of the provisions of Clause A11.1 by all its servants, employees, agents, sub-contractors and consultants.

A11.3 For the avoidance of doubt, the CLIENT shall be entitled to publicise the Assignment Contract in accordance with any legal obligation placed upon the CLIENT or in accordance with any other normal practice of the Crown or other relevant public body, including any examination of the Assignment Contract by the National Audit Office pursuant to the National Audit Act 1983.

A11.4 Notwithstanding the provisions of Clause A11.1, the CONTRACTOR shall be entitled to make any announcement required by any securities exchange or regulatory authority or government body to which it subscribes including the London Stock Exchange or the Panel on Takeovers and Mergers whether or not the requirement has the force of law.

A12. CONTRACTOR's Personnel

A12.1 The CLIENT reserves the right under the Contract to refuse to admit to any premises occupied by or on behalf of the Client any person employed or engaged by the CONTRACTOR, or by a sub-contractor, whose admission would be, in the reasonable opinion of the CLIENT, undesirable.

A12.2 If and when directed by the CLIENT, the CONTRACTOR shall provide a list of the names of all persons who it is expected may require admission in connection with the performance of the Contract, to any premises occupied by or on behalf of the Crown, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the CLIENT may reasonably require.

A12.3 The CONTRACTOR's representatives, shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of personnel when at that establishment and when outside that establishment as such rules, regulations and requirements are notified to them from time to time.

A12.4 If the CONTRACTOR shall fail to comply with Clause A20.2 and if the CLIENT (whose decision shall be final and conclusive) shall decide that such failure is prejudicial to the interests of the Client and if the CONTRACTOR does not comply with the provisions of Clause A12.2 within a reasonable time of written notice so to do then the CLIENT may terminate the Assignment Contract provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the CLIENT.

A12.5 The decision of the CLIENT as to whether any person is to be refused admission to any Premises occupied by or on behalf of the Crown and as to whether the CONTRACTOR has failed to comply with Clause A12.2 shall be final and conclusive.

A13. NO DISCRIMINATION

A13.1 The Contractor shall not unlawfully discriminate within the meaning of the Race Relations Act 1976 or any comparable provision relating to discrimination in employment and ensure that all employees and agents do not unlawfully discriminate, and comply with all relevant codes of practice issued by the Commission for Racial Equality or comparable body and, so far as practicable, operate an equal opportunities policy which complies with the practical guidance and recommendations contained in such codes of practice.

A13.2 The Contractor shall ensure that all its officers and employees assigned to the Service are fully trained in all aspects of equalities of opportunities and in particular the Contractor shall do its utmost to ensure that in the selection of personnel to be suggested as placements for the Client, there is no discrimination against any person on the grounds of race, gender, sexual preference, social class, transgender, age, HIV stats, religion, cultural background or disability.

A14 Force Majeure

A14.1 For the purposes of the Contract the expression "Force Majeure" shall mean any cause affecting the performance by a party of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control including (but without limiting the generality thereof) governmental regulations, fire, flood, or any disaster or an industrial dispute affecting a third party for which a substitute third party is not reasonably available. Any act, event, omission, happening or non-happening will only be considered Force Majeure if it is not attributable to the wilful act, neglect or failure to take reasonable precautions of the affected party, its agents or employees.

A14.2 Neither party shall in any circumstances be liable to the other for any loss of any kind whatsoever including but not limited to any damages or abatement of Charges whether directly or indirectly caused to or incurred by the other party by reason of any failure or delay in the performance of its obligations hereunder which is due to Force Majeure. Notwithstanding the foregoing, each party shall use all reasonable endeavours to continue to perform, or resume performance [Author ID0: at Thu Nov 30 00:00:00 1899 ]

[Author ID1: at Tue Dec 13 11:15:00 2005 ]of, such obligations hereunder for the duration of such Force Majeure event.

A14.3 If either of the parties shall become aware of circumstances of Force Majeure which give rise to or which are likely to give rise to any such failure or delay on its part it shall forthwith notify the other by the most expeditious method then available and shall inform the other of the period which it is estimated that such failure or delay shall continue.

A14.4 It is expressly agreed that any failure by either party to perform or any delay by either party in performing its obligations under the Contract which results from any failure or delay in the performance of its obligations by any person, firm or company with which such party shall have entered into any contract, supply arrangement or subcontract or otherwise shall be regarded as a failure or delay due to Force Majeure only in the event that such person, firm or company shall itself be prevented from or delayed in complying with its obligations under such contract, supply arrangement, subcontract or otherwise as a result of circumstances or Force Majeure.

A14.5 For the avoidance of doubt it is hereby expressly declared that (subject to the provisions of Clauses A1.7 and A4.3) the only events which shall afford relief from liability for failure or delay shall be any event qualifying for Force Majeure hereunder.

A15. Transfer and Sub-contracting

A15.1 The Contract is personal to the CONTRACTOR. The CONTRACTOR shall not assign, novate, sub-contract or otherwise dispose of the Contract or any part thereof without the previous consent in writing of the CLIENT.

A15.2 The CLIENT shall be entitled to:

A15.2.1 assign, novate, otherwise dispose of its rights and obligations under the Assignment Contract or any part thereof to any contracting authority (as defined in Regulation 3(1) of the Public Services Contracts Regulations 1993) (as amended by Regulation 4(2) of the Public Contracts (Works, Services and Supply) (Amendment) Regulations 2000) (a "Contracting Authority") provided that any such assignment, novation, or other disposal shall not increase the burden of the CONTRACTOR's obligations pursuant to the Contract; or

A15.2.2 novate the Contract to any other body (including but not limited to any private sector body) which substantially performs any of the functions that previously had been performed by the CLIENT provided that any such novation shall not increase the burden of the CONTRACTOR's obligations pursuant to the Assignment Contract.

A15.3 Any change in the legal status of the CLIENT such that it ceases to be a Contracting Authority shall not affect the validity of the Contract. In such circumstances, this Assignment Contract shall bind and inure to the benefit of any such successor body to the CLIENT.

A15.4 If this Contract is novated to a body which is not a Contracting Authority pursuant to clause A23.2.2 or if a successor body which is not a Contracting Authority becomes the CLIENT pursuant to Clause A23.3 (in the remainder of this clause both such bodies are referred to as the “Transferee”):

A15.4.1 the rights of termination of the CLIENT in Clause shall be available, mutatis mutandis, to the CONTRACTOR in the event of the bankruptcy, insolvency or Default of the Client;

A15.4.2 the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Assignment Contract and any part thereof with the previous consent in writing of the CONTRACTOR;

A15.4.3 the rights of the CLIENT under Clause A20 shall cease

A15.5 The CLIENT shall be entitled to disclose to any Transferee any Confidential Information of the CONTRACTOR which relates to the performance of the Services by the CONTRACTOR. In such circumstances the CLIENT shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Services and for no other purposes and, for the avoidance of doubt, the Transferee shall be bound by the confidentiality undertaking contained herein in relation to such Confidential Information.

A15.6 Nothing in this Contract shall (except as expressly provided) be deemed to constitute a partnership or create a relationship of principal and agent between the CLIENT and the CONTRACTOR for any purpose.

A16. Amendments to the Contract

A16.1 The Contract shall not be varied or amended unless such variation or amendment is agreed in writing by a duly authorised representative of the CLIENT on behalf of the CLIENT and by a duly authorised representative of the CONTRACTOR on behalf of the CONTRACTOR.

A17. Communications

A17.1 Except as otherwise expressly provided no communication from one party to the other shall have any validity under the Contract unless made in writing by or on behalf of the CLIENT or as the case may be by or on behalf of the CONTRACTOR and sent to the place of business of the CONTRACTOR or the CLIENT as appropriate, as specified in the Services Order or such other address for communication as notified to the other party in accordance with the provisions of this Clause.

A17.2 Any notice or other communication whatsoever which either party hereto is required or authorised by the Contract to give or make to the other shall be given or made either by post in a prepaid letter, or by telex, by facsimile transmission or by email, addressed to the other party at the address specified in the Services Order and if that letter is not returned as being undelivered that notice or communication shall be deemed for the purposes of the Contract to have been given or made after two days, for a letter, or four hours, for a telex, facsimile transmission or email.

A18. Severability

A18.1 If any provision of the Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Contract had been executed with the invalid, illegal, or unenforceable provision eliminated. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of the Contract, the CLIENT and the CONTRACTOR shall immediately commence good faith negotiations to remedy such invalidity.

A19. Waiver

A19.1 The failure of either party to insist upon strict performance of any provision of the Contract, or the failure of either party to exercise any right or remedy to which it is entitled hereunder, shall not constitute a waiver thereof and shall not cause a diminution of the obligations established by the Assignment Contract.

A19.2 A waiver of any Default shall not constitute a waiver of any subsequent Default.

A19.3 No waiver of any of the provisions of the Assignment Contract shall be effective unless it is expressly stated to be a waiver and communicated to the other party in writing in accordance with the provisions of Clause A19.

A20. Law and Jurisdiction

A20.1 The Contract shall be considered as a contract made in England and Wales and according to English Law and subject to the exclusive jurisdiction of the English and Welsh Courts to which both parties hereby submit.

A20.2 The Contract is binding on the CLIENT and its successors and assignees and the CONTRACTOR and the CONTRACTOR's successors and permitted assignees.

A21. CLIENT Property

A21.1 All CLIENT Property shall remain the property of the CLIENT and shall be used only for the purposes of this Contract.

A21.2 The CONTRACTOR shall notify the CLIENT within thirty (30) days of receipt (or as otherwise agreed between the parties) where any CLIENT Property is not in good condition when received by or on behalf of the CONTRACTOR.

A21.3 The CONTRACTOR undertakes the safe custody of and the due return of all CLIENT Property and shall be responsible for all loss thereof from whatever cause and shall indemnify the CLIENT against such loss.

A21.4 The CONTRACTOR shall be responsible for any deterioration in the CLIENT Property save for any deterioration resulting from its normal and proper use for the purposes of this Assignment Contract provided that such deterioration resulting from normal and proper use is not contributed to by any want of due maintenance and repair.

A21.5 Neither the CONTRACTOR, nor any sub-contractor nor any other person shall have a lien on any CLIENT Property for any sum due to the CONTRACTOR, sub-contractor or other person and the CONTRACTOR shall take all reasonable steps to ensure that the title of the CLIENT and the exclusion of any such lien are brought to the notice of all sub-contractors and other persons dealing with any CLIENT Property.

A22 FREEDOM OF INFORMATION

A22.1 The Contractor acknowledges that the Client is subject to the requirements of the Freedom of Information Act and related Regulations and shall assist and cooperate with the Client (at the Contractor's expense) to enable the Client to comply with these such disclosure requirements.

A22.2 The Contractor shall and where possible shall ensure that any sub-contractors shall:

A22.3 The Client shall be responsible for determining at its absolute discretion whether any information:

(c) in no event shall the Contractor respond directly to any request for information unless expressly authorised to do so by the Client and where possible the Client will inform the Contractor of any such request.

A22.4 The Contractor acknowledges that the Client maybe obliged under the Act or Regulations to disclose information:-

A22.5 The Contractor shall ensure that all information produced in the course of the Contract or relating to the Contract is retained for disclosure and shall permit the Client to inspect such records as requested from time to time.

A22.6 The Contractor acknowledges that any lists or schedules provided by it outlining Confidential Information are of indicative value only and that the Client may nevertheless be obliged to disclose Confidential Information in accordance with sub-clause 4.

A.23 DATA PROTECTION 1998

The CONTRACTOR and the CLIENT both agree to comply with the Data Protection Act 1998 and any subsequent amendments, re-enactments, replacements or substitutions thereof.

A.24 Key Personnel

Key Personnel shall not be released from providing the Services for any reasons without the agreement of the CLIENT, with exceptions for sickness, termination of employment and other extenuating circumstances. Such agreement shall not be unreasonably withheld. Any replacement to the Key Personnel shall be (i) of at least equal status and experience to the Key Personnel being replaced and (ii) appropriate for the responsibilities of that person in relation to the Services and (iii) subject to the approval of the CLIENT (such approval not to be unreasonably withheld or delayed) and (iv) the transfer to the new Key Personnel shall include a transfer period of sufficient duration to allow for the transfer of know-how and skills from the old to the new Key Personnel.

A.25 DISPUTES RESOLUTION PROCEDURE

A25.1 The Parties shall use best endeavours to resolve any dispute arising under or in connection with the Contract.

A25.2 Where any dispute so arises the Parties will refer the dispute in the first instance to a Review Meeting to be attended by the Contractor's Representative and the Client's Representative and any other representative of the parties with authority to reach agreement in such dispute.

A25.3 Where agreement cannot be reached between such representatives the Parties will refer the matter to:

A25.4 If the Parties still cannot reach agreement, the dispute shall be referred to a mediator in accordance with the Centre of Dispute Resolution (CEDR) Model Mediation Procedure

A25.5 Either Party may submit the dispute to a mediator subject to not less than seven days prior notice of its intention to do so to the other party.

A25.6 Both Parties will co-operate fully with any mediator appointed and bear their own costs together with one half of the fees and expenses of the mediator The Party submitting the dispute to mediation shall include all information reasonably to be considered by the mediator. If any additional information is considered to be relevant by either Party it shall be provided to the mediator within four weeks from the date of submission.

A25.7 The mediation will start no later than 28 days after the last date for the provision of additional information or where both Parties agree that no additional information is relevant the mediation will start at any earlier date agreed between the Parties.

A25.8 The procedure in the Model Mediation Procedure will be amended to take account of the provisions of this contract relating to the conduct of mediation.

A25.9 If a matter disputed under or in connection with any subcontract is also a matter disputed under or in connection with the Contract then entirely at the Client's discretion such dispute may be submitted to mediation at the same time as the submission under the Contract.

A25.10 The mediation shall take place in London unless the Parties mutually agree otherwise.

PART B

THIS AGREEMENT is made on the 8th day of December 2005

BETWEEN

1. THE LONDON BOROUGH OF MERTON of Civic Centre, London Road, Morden, Surrey SM4 5DX (the “Client”); and

2. HAYS SPECIALIST RECRUITMENT LIMITED registered under company number 975677 with registered office at 141 Moorgate London EC2M 6TX (the “Contractor”).

WHEREAS:

(A) The Contractor is an employment business and employment agency for the purposes of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 and is involved in the supply of temporary and permanent workers;

(B) The Client wishes to be supplied by the Contractor with temporary workers in accordance with the terms of this Agreement and its schedules.

IT IS HEREBY AGREED AS FOLLOWS:

Interpretation and Definitions

In this Agreement, defined terms shall have the meaning given them in the General Conditions with the exception of the following expressions which shall have the following meanings:

“Order” means an order made from time to time by the Client to the Contractor for the provision of specific Services in accordance with the terms of the Agreement;

“Charges” means all charges payable by the Client to the Contractor, as the same are detailed at Schedule 2;

“Commencement Date” means ;

“Client Obligations” means the obligations detailed in the Specification;

“Agreement” means this document, the Part A, Part B and Part C and the Schedules contained therein;

“Regulations” mean the Conduct of Employment Agencies and Employment Businesses Regulations 2003;

“Schedule” means any schedule to this Agreement;

“Service Level Agreement” means the service level agreement detailed at Schedule 3;

“Service” mean the services detailed in the Schedule 1 hereto

“Term” means the term of duration of this Agreement as calculated in accordance with Clause 2.

In this (except where the context otherwise requires):-

any reference to a Clause or Schedule is to the relevant clause or schedule of or to this;

the clause headings are included for convenience only and shall not affect the interpretation of this;

use of the singular includes the plural and vice versa;

use of any gender includes the other gender;

any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to:-

such legislation as amended and enforced from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and

any former legislation which it re-enacts, consolidates or enacts in rewritten form;

1.2.6 any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

DURATION

This shall commence on the Commencement Date and shall, subject to early termination in accordance with the terms of the General Conditions, terminate on the fourth anniversary of the Commencement Date.

The Agreement shall continue for a further term of 12 months after the fourth anniversary of the Commencement Date unless no less than three months written notice is served by one party to the other terminate the Agreement on the fourth anniversary of the Commencement Date.

OBLIGATIONS OF THE CONTRACTOR

In consideration of the continued payment by the Client of the Charges, the Contractor shall supply the Service in accordance with the Service Level Agreement, the Regulations and the terms of this Agreement for the Term.

The parties note that it is the intention of the Contractor to sub-contract the provision of social care workers of the Service to Reed Health Group plc, and the Client hereby consents and agrees to such sub-contracting.

OBLIGATIONS OF THE CLIENT

In consideration of the performance by the Contractor of its obligations contained in this Agreement the Client will:

perform the Client Obligations; and

pay the Charges to the Contractor.

OPERATION OF THE AGREEMENT

The parties acknowledge and agree that the Agreement consists of Part A, Part B and Part C and the Schedules hereto. In the event of any inconsistency between the Parts, the terms of the Agreement shall be construed by giving the documents the following order of priority:

ENTIRE AGREEMENT

This Agreement and the documents referred to in it constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement.

Each party acknowledges and agrees that in entering into this Agreementit does not rely on, and shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. The only remedy available to it for breach shall be for breach of contract under the terms of this Agreement. Nothing in this clause 6.2 shall, however, operate to limit or exclude liability for fraud.

GENERAL

Nothing in this Agreement is intended or shall operate to create a partnership or joint venture between the parties, or to authorise either party to act as the agent for the other party.

IN WITNESS WHEREOF the Parties have executed this Agreement the day and year first above written.

Signed on behalf of THE LONDON BOROUGH OF MERTON acting by

……………………………………….

in the presence of……………………………….

Signed on behalf of HAYS SPECIALIST RECRUITMENT LIMITED acting by

………………………………………….

In the presence of ………………………………

SCHEDULE 1

THE DESCRIPTION OF THE SERVICE

SCHEDULE 2

THE CHARGES

SCHEDULE 3

THE SERVICE LEVEL AGREEMENT

PART C

L.B. MERTON SPECIAL TERMS SPECIFIC TO AGENCY CONTRACT

These Special Terms are to be read in conjunction with Part B of this Agreement between:

dated [[Author ID3: at Thu Aug 18 12:14:00 2005 ] 2005.

The Contract (or Contract Documents) shall mean:

The definitions contained in the Part A, Part B and Part C shall be given the same meaning as they are given in each of the contract documents.

1. CONTRACT DOCUMENTS

1.1 Except as otherwise provided, the documents comprising the Contract are to be taken as mutually explanatory of each other. Any ambiguities or discrepancies shall be resolved mutually between the Client and the Contractor Representative.

1.2 In the event of any inconsistency between the S-CAT Contract conditions or the Framework Agreement and these Special Conditions, then the Special Conditions shall prevail.

2.1 The Contractor shall ensure that by the expiry of the Contract it has met all its obligations contained herein and in particular it shall ensure that at all times the Services meets its stated aims.

3. CONTRACT STANDARD

3.1 In carrying out its obligations, the Contractor shall ensure that

3.2 At all times, the Contractor shall carry out its obligations to the entire and reasonable satisfaction of the Client and shall ensure that the Client retains confidence in the Contractor to perform the Contract to the standard contained therein.

4. CONTRACTOR'S OBLIGATIONS

4.1 The Contractor shall commence the provision of the Services on the Commencement Date.

4.2 In the performance of its obligations under this Contract, the Contractor shall exercise all the skill, care, diligence to be expected of a properly qualified and competent Contractor experienced in carrying out Services of a similar scope, nature and size to the Services and ensure that the Services is carried out to the requisite standards.

4.3 In the performance of the Services, the Contractor shall comply in all respects with all statutes, regulations, codes of practice pertaining to its profession and shall ensure that all its officers, employees, agents engaged in the provision of the Services shall also comply in all respects.

4. 4 The Contractor shall

4.5 The Contractor shall

4.6 The Contractor shall at all times conduct all business connected with the Contract in full accordance with the Conduct of Employment Agencies and Employment Business Regulations 2003 and any amended or substituted legislation.

4.7 The Contractor shall do its utmost to form smooth and co-operative business relationships with all other agencies during the transitional period at the commencement of the Contract and towards the expiry of or on termination of the Contract.

4.8 The Contractor shall do its utmost to form smooth and co-operative business relationships with any Second Tier Providers appointed under the Contract.

4.9 The Contractor shall do its utmost to form smooth and co-operative business relationships with the Temporary Agency Workers.

4.10 For the avoidance of doubt, the Contractor shall bear all costs and expenses in the selection of any Second Tier Providers and Temporary Agency Workers.

4.11 The Contractor shall bear the cost of complying with any legislation and any legislative changes during Contract provided that in the event that a change in legislation has a material impact on the Charges, the Contractor shall be entitled to refer the matter to the Charges Review Mechanism contained in the Framework Agreement.

4.12 The Contractor shall meet the Key Performance Indicators in Schedule 3 of the Part B.

5. CLIENT REPRESENTATIVE

5.1 Immediately the Contract commences, the Client shall appoint a Client Representative and inform the Contractor of the name and contact numbers and email address of the Client Representative.

5.2 The Client shall also appoint a deputy for the Client Representative who shall act for the Client Representative in her/his absence.

5.3 For the purposes of this Contract, the expression “Client Representative” shall include the deputy acting in the Client Representative's absence.

5.4 The Client Representative shall have responsibility for

5.5 If the Client wishes to change the Client Representative, it shall give the Contractor not less than twenty-four hours' notice, to be confirmed in writing within five working days. Such changes shall not be made unreasonably.

5.6 Any instruction, information or other communication given by the Client Representative to the Contractor shall be deemed to have been given by the Client. Any instruction, information or other communication given by the Contractor to the Client Representative shall be deemed to have been given to the Client.

6. CONTRACTOR REPRESENTATIVE

6.1 Immediately the Contract commences, the Contractor shall appoint a Contractor Representative and inform the Client of the name and contact numbers and email address of the Contractor Representative.

6.2 The Contractor shall ensure that at all times during the Contract Period, a Contractor Representative and deputy are appointed and empowered to act on behalf of the Contractor and are available to be contacted by the Client Representative at all reasonable times.

6.3 For the purposes of this Contract, the expression “Contractor Representative” shall include the deputy acting in the Contractor Representative's absence.

6.4 Any instruction, information or other communication given by the Contractor Representative to the Client shall be deemed to have been given by the Contractor. Any instruction, information or other communication given by the Client to the Contractor Representative shall be deemed to have been given to the Contractor.

7. REVIEW MEETINGS

7.1 Immediately the Contract commences the Client Representative and the Contractor Representative shall agree which members of the Contractor's staff/officers designated to the provision of the Services shall regularly attend the Review Meetings.

7.2 The Contractor shall ensure that such officers/employees attend the Review Meetings. Should the designated officer/employee be unavailable for a bona fide reason, then a suitable replacement of equivalent status shall be fully briefed by the Contractor and attend the meeting.

7.3 In any event, the Contractor Representative or her/his deputy shall attend every Review Meeting.

7.4 Review Meetings shall be held every fortnight and additional meetings may be required at the Client Representative's sole discretion, not to be unreasonably exercised.

7.5 For the avoidance of doubt, no additional payments shall be due to the Contractor for the attendance of its officers/employees at such meetings or their travelling expenses.

7.6 The meetings may be held at the Client's offices, the Contractor's offices or any other reasonable location at the agreement of the Parties, or in the absence of such agreement, at the sole discretion of the Client Representative.

a) confirm the identity of the Temporary Agency Worker; and

b) check all relevant formal qualifications stated to be held by the Temporary Agency Worker; and

8.2 The Contractor shall bear all costs and liabilities arising from the selection process used for the Temporary Agency Workers detailed in clause 8.1, If additional checks are required, the Contractor will be entitled to levy an additional charge to the Client.

8.3 The Contractor does not employ any of its Temporary Agency Workers and engages them under a contract for services or as limited company contractors. The Contractor shall make it clear in writing to every Temporary Agency Worker that no contract of employment, contract of services or contract for services is formed between her/him and the Client

then the Client shall be entitled to obtain certain information from the Contractor regarding its officers, employees, agents and the persons it recommends to the Client for temporary placement, in order to comply with the Rehabilitation of Offenders Act (Exceptions) Order 1974, the Rehabilitation of Offenders Act (Exceptions) (Amendment) Order 1986, the Rehabilitation of Offenders Act (Exceptions) (Amendment) Order 2002 and all similar or updated laws, statutory instruments and circulars, and the Contractor shall comply.

10. CRIMINAL RECORDS BUREAU DISCLOSURE

10.6 For the avoidance of doubt, the provisions of the Contractor's Liability and Indemnity clause extend to liability for any losses arsing from the Contractor's failure to comply with this clause.

11.1 Where there is any possibility of a Temporary Agency Workers or Contractor's employees transfer situation at the expiry or termination of this Contract, then the Contractor shall co-operate with the Client in providing the required relevant information and shall do its utmost fully to co-operate to ensure a smooth transition.

11.2 The Client shall indemnify the Contractor from and against any liabilities and obligations which the Contractor may incur in relation to any employee or former employee of the Client or of any of the Client's agents or contractors which arises at the commencement of the Contract out of or in connection with the application of to the arrangements contained the Contract.

12. CORPORATE LOGO AND IDENTITY

12.2 The Contractor accepts that since damages are unlikely to be an adequate remedy for breach of this clause, the Client is entitled to apply for an injunction to prevent a breach or continuing breach, or an order for specific performance where this is deemed by the Client to be a more adequate remedy.

13. GIFTS AND GRATUITIES

13.1 All gifts and hospitality of any nature whether or not financial offered to or received by the Contractor that might be deemed to be or potentially deemed to be in connection with this Contract shall immediately be reported in writing to the Client

13.2 Where the Client is of the view that such gift or hospitality is inappropriate, excessive or may raise reasonable doubts as to the Contractor's neutrality, irrespective of whether such doubts would be justified, then the gift must be returned or the cost of the hospitality refunded.

13.3 The Contractor accepts and acknowledges that the Client is likely to view as especially inappropriate gifts or hospitality from persons placed with the Client by the Contractor.

14. ANTI-CORRUPTION

14.1 If

then the Client shall be entitled to terminate this Contract.

15. NON-COLLUSIVE BEHAVIOUR

15.1 The Contractor warrants that it is not, nor shall be throughout the Contract Term, a party to any cartel formed with any other parties for the purpose of price fixing or the operation of a market share or any other similar activity whatsoever, whether in connection with the Services or any other contract with the Client or any other public authority.

15.2 For the avoidance of doubt, the Contractor acknowledges that it understands that the term “other parties” in subclause 1 includes, but is not limited to, associated or affiliated companies and subsidiaries as well as unrelated companies.

15.3 The Contractor acknowledges and accepts that where the Client terminates the Contract for breach of this clause, the Client shall be entitled to damages for the extra costs of the Services incurred because of the operation of a cartel in addition to the usual damages that flow from breach of contract.

15.4 The Contractor acknowledges and accepts that upon discovery that the Contractor is in breach of this clause, the Client shall not accept any future bids from the Contractor and/or any associated and/or subsidiary companies for any future Client contracts whatsoever.

15.5 Additionally, at its sole discretion, the Client may inform the Office of Fair Trading, the police and other public authorities of its findings.

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