LONDON BOROUGH OF NEWHAM

CONTRACT FOR A MANAGED VENDOR SOLUTION

FOR THE PROVISION OF TEMPORARY WORKERS

CONDITIONS OF CONTRACT

LONDON BOROUGH OF NEWHAM

CONTRACT FOR A MANAGED VENDOR SOLUTION

FOR THE PROVISION OF TEMPORARY WORKERS

CONDITIONS OF CONTRACT

1. DEFINITIONS

1.1 In construing these conditions and the special conditions the following words shall have the following meaning:-

a) "Corporation" shall mean The Mayor and Burgesses of the London Borough of Newham.

b) "Service Provider" shall mean the person, firm or company who shall have entered into a contract with, or whose tender or quotation shall have been accepted by, the Corporation and shall, where the context so requires, include the Service Provider's personal representative and successors.

c) “Authorised Officer” shall mean the person or persons representing the Corporation notified by the Corporation to the Service Provider;

d) “Nominated Officer” shall mean person or persons with the authority to request Temporary Workers for the Departments within the Corporation notified by the Corporation to the Service Provider from time to time;

e) “2000 Act” means the Freedom of Information Act 2000.

f) “Best Value” means the Corporation's duty to ensure continuous improvement in the way in which its functions are exercised having regard to: economy, efficiency and effectiveness as that duty is defined in the Local Government Act 1999, all subsidiary legislation and Government guidance made thereunder and relevant Technical Releases of the Audit Commission;

and

the Corporation's independent objectives including (but not limited to) performance of equality, environmental welfare and regeneration; each of which shall be considered and assessed with regard to every element of the Services.

g) “Confidentiality Undertaking” means the confidentiality undertaking to be executed by each of the Temporary Workers in favour of the Corporation in accordance with Condition 29;

h) “Intellectual Property Rights” shall mean the rights of ownership in respect of all manner of intellectual property rights (including, without limitation, patents, trade marks and service marks, copyright and design rights) and know-how as set out in Condition 26 (Copyright and Intellectual Property);

i) “Panel Vendor” shall mean any company which has signed a Panel Vendor Agreement with the Service Provider for the supply of Temporary Workers to the Corporation;

j) “Panel Vendor Agreement” shall mean the Agreement entered into between the Service Provider and Panel Vendors in the prescribed form which sets out the terms upon which Temporary Workers will be made available to the Corporation;

k) “Temporary Worker” shall mean any person introduced by the Service Provider or a Panel Vendor to the Corporation to work for the Corporation on a temporary basis and may include people on an individual basis or those represented by a limited registered company;

l) “Exempted Information” means any information or category of information, document, report contract or other material containing information relevant to this Contract that has been designated by the mutual agreement of the Parties as potentially falling within an FOIA Exemption and listed from time to time as such;

m) “FOIA” means the Freedom of Information Act 2000.

n) “FOIA Exemption” means any applicable exemption to the FOIA including but not limited to, confidentiality (section 41 FOIA), trade secrets (section 43 FOIA) and prejudice to commercial interests (section 43 FOIA).

o) “Service Provider Services” means the payrolling; administration; management of Panel Vendors, problem resolution, issue management, quality management and agreed projects or initiatives .

p) “Temporary Worker Services” means services provided onsite at the Corporation by the Temporary Worker supplied through a Panel Vendor

q) “Transfer” means directly or indirectly, to employ, engage a Temporary worker for employment or engagement.

r) “the Site” means the collection of files available through the http protocol of the Internet at URL www.beeline.com (the "Site")

1.2 Words which impart the masculine gender include the feminine gender and vice versa. Words which impart the singular number include the plural number and vice versa.

2. ASSIGNMENT

2.1 The contract shall not be assigned by the Service Provider without the consent in writing of the Corporation.

3. CONTRACT PERIOD

3.1 The contract shall operate for a period of five years commencing on (TO BE AGREED). Subject to agreement by both parties the contract may be extended for a further one or two year period.

3.2 Either Party may terminate the Contract by giving not less than six months written notice to the other Party. Such notice shall not be issued at any time prior to the first anniversary of the Contract commencement date.

4. ACQUIRED RIGHTS DIRECTIVE AND T.U.P.E.

4.1 The Service Provider when it tendered for this Contract was deemed to have taken into consideration the provisions of the European Acquired Rights Directive 77/187 and/or Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended) and to have considered the application or otherwise of those provisions to this contract and to have taken the appropriate action required under the Directive and/or Regulations.

4.2 The Service Provider shall at his own cost undertake all liability and shall fully indemnify the Corporation against any claim for damages and costs which may be brought against the Corporation as a consequence of the Service Provider's failure to:

a) fully consider the application of the Directive and/or the Regulations to this contract; and/or

b) have taken the appropriate action required under the Directive and/or the Regulations

4.3 The Service Provider shall pay and discharge all costs, charges and expenses which may be payable as a consequence of any such claim.

5. QUANTITY

5.1 The quantities (if any) stated in the Tender Specification or in the Tender Schedules are those which are estimated to be the probable requirements of the Corporation during the period of the Contract, but the Corporation do not guarantee that the quantities actually ordered will not fall short of or exceed the quantities stated.

6. SUFFICIENCY OF INFORMATION

6.1 Subject to the Corporation's warranties contained in this Contract the Corporation does not warrant the accuracy of any representation or statement of fact or law given to the Service Provider by the Corporation, its servants or agents at any time before the execution of this Contract and the Corporation shall not be liable to the Service Provider for any loss or damage which the Service Provider may sustain as a result of relying on any such representation, statement, information or advice whether in contract, tort, under the Misrepresentation Act 1967 or otherwise, save in so far as the relevant representation, statement, information or advice was made or given fraudulently.

7. SERVICE PROVIDER OBLIGATIONS

7.1 The Service Provider shall employ sufficient suitably qualified personnel to ensure that the Service Provider Services are provided in all respects to the Specification throughout the Contract Period by Temporary Workers engaged by Panel Vendors, including (without limitation) during periods of absence of some members of its personnel and/or Temporary Workers due to sickness, maternity leave, personnel holidays, personnel training or otherwise.

7.2 The Service Provider shall notify the relevant Nominated Officer of any material amendments to their personnel during the Contract Period whether or not they fall within the provisions of Condition 7.1 above.

7.3 The Authorised Officer shall, on giving notice together with reasons to the Service Provider, have the power to require the Service Provider, (but not unreasonably or vexatiously), to remove from the provision of the Service Provider Services any individual member of the Service Provider personnel and/or instruct a Panel Vendor to remove any Temporary Worker in providing the Temporary Worker Services.

7.4 The Corporation shall under no circumstances be liable either to the Service Provider or to its personnel, Temporary Worker or to any Panel Vendor for any cost, expense, liability, loss and/or damage occasioned by removal under Condition 15 and subject as aforesaid the Service Provider shall fully indemnify the Corporation in respect of any claim made by the personnel, Temporary Worker or any Panel Vendor insofar as any such claims are caused or contributed to by the failure of the Service Provider to remove the Service Provider personnel or to instruct Panel Vendors to remove a Temporary Worker upon the request of the Corporation.

7.5 The Service Provider shall be subject to these Conditions and carry out and complete the Service Provider Services in compliance with the Contract.

7.6 The Service Provider shall at all times during the Contract Period perform the Service Provider Services comprehensively with due skill, care and diligence strictly in accordance and in compliance with the Contract, including but not limited to:

7.6.1. the Corporation's guidelines and in particular (but without limitation) those relating to customer care and any other guidelines as may have been approved by the Corporation and supplied to the Service Provider;

7.6.2. the instructions issued to the Service Provider by any Authorised Officer/Nominated Officer under or in connection with the Contract;

7.6.3. all relevant and prevailing Legislation;

7.7 The Service Provider shall at all times during the Contract Period perform the Service Provider Services in an efficient, professional, ethical and courteous manner which shall have regard to the interests and welfare of the Corporation, the locations in which the Service Provider Service is provided and in a manner which shall preserve, promote and enhance and shall not prejudice the reputation and interests of the Corporation.

7.8. The Service Provider shall ensure that files, books and records are kept for a period of twelve years after expiry of the Contract Period in respect of the provision of the Service Provider Services provided.

7.9. The Service Provider shall at all times during the provision of the Service Provider Services allow the Authorised Officer and such persons as may from time to time be nominated by the Authorised Officer reasonable access to:

7.9.1 all work places used by the Service Provider for the purposes of inspecting records and documents in the possession, custody or control of the Service Provider in connection with the provision of the Service Provider Services;

7.9.2 any personnel or agent of the Service Provider for the purposes of interviewing such persons in connection with the provision of the Service Provider Services;

7.9.3 technology, resources, systems and procedures used or proposed to be used in connection with the provision of the Service Provider Services.

7.9.4 any or all records and documents in the possession, custody or control of the Service Provider in connection with the provision of the Service Provider Services including but not limited to all Panel Vendor Agreements.

7.10 The Service Provider shall by a term in any authorised Panel Vendor Agreement secure a similar right of access for the Corporation and its auditors for the purpose of conducting any audit investigation of the Contract.

7.11 The Service Provider shall, if so requested, provide each year to the Corporation a copy of its audited accounts within three months of the relevant accounting reference date subsequent to those provided in accordance with any tender requirements.

7.12 The Service Provider shall not advertise the fact that it is providing Service Provider Services to the Corporation under this Contract other than with the written permission of the Corporation, except where it is contained in any submission to any other local authority in response to an invitation from such other local authority to make such submission.

7.13 The Service Provider shall not in any way whatsoever be, act or hold itself out as an agent of the Corporation nor make representations or warranties on behalf of the Corporation.

7.14 The Service Provider shall aim to fulfil all of the Corporation's requirements regarding the supply of Temporary Workers and undertakes as from the Commencement Date to meet not less than the fill rates contained in Clause 6 of the Specification

7.15 The Service Provider undertakes to contract with the Corporation as Principal and not as Agent. Save that the Service Provider shall be permitted to enter into Panel Vendor Agreements and to secure relevant indemnities in favour of the Corporation under such agreements.

7.16 Notwithstanding anything to the contrary contained herein (including but not limited to references in this Contract to the Service Provider, each of the Parties agree that the Service Provider shall be the legal entity contracting with the Corporation for the purposes of this Agreement and the Service Provider unconditionally accepts liability and responsibility for performance of all of the obligations contained herein as supplier of all of the Service Provider Services.

8. CONTINUOUS IMPROVEMENT AND PERFORMANCE REVIEW

8.1 The Corporation shall at its discretion convene regular meetings (“Continuous Improvement Meetings”) to promote jointly with the Service Provider continuous improvement in the delivery of the Service Provider Services provided under the Contract.

8.2 Working jointly at Continuous Improvement Meetings (to be chaired by the Authorised Officer and the authorised representative of the Service Provider on a rotational basis) all aspects of the activities and performance of the Contract shall be scrutinised and reviewed and the Parties shall develop and bring forward agreed proposals for achieving such continuous improvements and/or for preventing failures in the provision of the Service Provider Services.

8.3 The Parties will agree and record the changes to be introduced and assign organisational responsibilities for delivering such changes and specify a time scale for both the implementation of any operational improvements and for achievement of such improvements.

9. TEMPORARY WORKERS AND SERVICE PROVIDER PERSONNEL

9.1 For the avoidance of doubt, the Service Provider shall require the Panel Vendors at all times to be fully and solely responsible under the Panel Vendor Agreement for the payment of all income or other taxes, national insurance contributions and levies of every kind, relating to or arising out of it's the engagement of any of the Temporary Workers after the Commencement Date and shall require a full indemnity from the Panel Vendors against any liability arising as a consequence thereof.

9.2 The Service Provider will provide details of disciplinary and grievance procedures and other policies of its personnel and will require Panel Vendors to produce such policies in respect of Temporary Workers supplied to the Corporation, which the Corporation may request from time to time.

9.3 The Service Provider shall require Panel Vendors to adhere to and comply with any guidelines and/or codes of practice issued by the Corporation when selecting and/or recruiting employees and volunteers who may have substantial and unsupervised access to children.

10. SERVICE PROVIDER WARRANTIES AND LIABILITIES

10.1 The Service Provider from the date hereof and throughout the Contract Period warrants, represents and undertakes to the Corporation as follows:

10.1.1 it has in all respects complied with every requirement in the Tender Documents (where applicable);

10.1.2 it has made its own investigations and research and has satisfied itself in respect of all matters relating to the Contract including the Specification and these Conditions and it is not contracting with Corporation in reliance upon any information, representations or assumptions (whether made orally, in writing or otherwise) which may have been made by the Corporation except those contained in the Invitation to Tender (if applicable) and this Contract;

10.1.3 all information, representations and other matters of fact communicated (whether in writing or otherwise) to the Corporation by the Service Provider in connection with or arising out of the Tender are true, complete and accurate in all respects;

10.1.4 it has full power and authority to enter into the Contract and thereafter to perform the Service Provider Services;

10.1.5 it is of sound financial standing and the Service Provider is not aware of any circumstances (other than such circumstances as expressly disclosed in writing by the Service Provider to the Corporation) which may adversely affect any financial standing in the future;

10.1.6 it has made arrangements to ensure that it will have sufficient working capital, skilled staff, equipment, machinery and other resources available to it in order to carry out the Service Provider Services in accordance with the Specification;

10.1.7 it has or has made arrangements to ensure that it will obtain all necessary consents, licences and permissions to enable it to carry out the Service Provider Services and will throughout the Contract Period obtain and maintain all further and other necessary consents, licences and permissions to enable it to carry out the Service Provider Services.

10.1.8 it shall enter into agreements with Panel Vendors to supply Temporary Workers in accordance with the Specification and the terms of the Panel Vendor Agreement and undertakes that Panel Vendors shall indemnify the Corporation, its officers, employees and agents against all liabilities, damages, costs, losses, claims, demands and proceedings arising out of or in connection with the obligations of the Panel Vendors in accordance with the Panel Vendor Agreement; and

10.2 The Service Provider shall be liable for and shall fully and promptly indemnify and hold harmless the Corporation, its officers, employees and agents against all liabilities, damages, costs, losses, claims, demands and proceedings incurred or suffered in connection with the Service Provider obligations under the Contract in respect of:

10.2.1 any claims, demands or proceedings brought against the Corporation by any third party by reason of any default or breach by the Service Provider of any provision of the Contract other than one for which a remedy is provided under any other provision of these Conditions or any additional conditions agreed in writing between the Parties;

10.2.2 any fraudulent or negligent act or omission by the Service Provider in the provision of the Service Provider Services (including, without limitation, any misappropriation of monies properly due to the Corporation);

10.2.3 any liability of the Corporation to pay compensation to a Temporary Worker arising out of the Service Provider default in respect of failure to perform the Service Provider Services in accordance with the Contract; and

10.2.4 any failure by the Service Provider to perform the Service Provider Services in accordance with all and any terms of the Contract (including but not limited to the Specification).

10.3 The Service Provider liability to the Corporation under Condition 10.2 shall be without prejudice to any other right or remedy available to the Corporation.

10.4 Except as provided by this Contract, the Corporation shall not under any circumstances be liable to the Service Provider whether in contract, tort or otherwise, for any loss, damage or injury howsoever caused or arising out of, in the course of or in connection with the provision by the Service Provider of the Service Provider Services or the access to or use of the Corporation's premises or facilities by the Service Provider or the Service Provider personnel.

10.5 Condition 10.4 shall not apply in relation to:

10.5.1 any failure by the Corporation to make proper payment to the Service Provider for Services correctly rendered in accordance with the terms of the Contract;

and

10.5.2 any deliberate or negligent act or omission of the Corporation or any of its employees giving rise to death or personal injury.

10.6 Notwithstanding anything to the contrary contained herein, the Service Provider accepts exclusive liability to pay to any Panel Vendor all sums which may become or are due as a result of the supply of the Service Provider Services and the Temporary Worker Services by the said Panel Vendor provided that the Service Provider has been paid all sums for Service Provider Services and the Temporary Worker Services and the Service Provider undertakes that it will contract with the Panel Vendors of the Services on a back to back basis and on similar terms to those contained in this Contract (other than the Fees contained in the Schedule of Rates contained in Schedule 1). In addition to and notwithstanding the above, subject to 10.7 below, the Service Provider hereby agrees to indemnify and hold harmless the Corporation against any losses, costs, expenses, damages and liabilities it may incur to any third party supplier of Service Provider Services, in circumstances where any such liability is caused by the acts, omissions or breach of this Contract by the Service Provider.

10.7 The Corporation agrees to indemnify and hold harmless the Service Provider against any costs, losses, expenses, damages and liabilities it may incur to any third party supplier of the services in circumstances where such liability is caused by the negligent act or omissions or breach of this Contract by the Corporation.

11. STATUS OF TEMPORARY WORKERS

11.1 The Temporary Worker shall be under the direction, supervision and control of the Corporation for the duration of the work assignment. The Corporation shall be responsible for the Temporary Worker and shall comply in all respects with all statutes, bye-laws and legal requirements, including the Health and Safety at Work Act 1974, but excluding those legal requirements expressly assumed by the Service Provider and the Panel Vendors to which the Corporation is ordinarily subject in respect of the Corporation's own staff.

11.2 The parties agree that the Temporary Workers shall not be, or become employees of the Corporation for any purpose by virtue of the services performed by the Service Provider.

12. RECRUITMENT AND SELECTION

12.1 The Service Provider shall ensure that there are clear written processes and procedures for the recruitment and selection of Temporary Workers, which meets all the requirements of legislation and employment law including that which is related to equal opportunities and anti-discriminatory practice.

12.2 All Temporary Workers supplied to the Corporation must be able to demonstrate their competence and skills to meet individual Corporation needs.

12.3 The Service Provider must have in place an active Human Resources policy that ensures a sufficient level of appropriate numbers of temporary workers to meet the requirements of the Corporation.

13. TEMPORARY WORKER CHECKS

13.1 The Service Provider shall ensure that pre and post employment checks are carried out in accordance with the Contract. The Corporation shall regularly monitor that these checks are carried out.

13.2 If requested criminal record checks must be carried out, through the Criminal Records Bureau (CRB), in respect of Temporary Workers to be supplied by the Panel Vendors in the identified categories.

13.3 The Service Provider shall indemnify and keep indemnified the Corporation in the event that the Service Provider shall fail to carry out the appropriate checks as requested under the Asylum and Immigration Act 1996 in respect of illegal workers.

14. INFORMATION

14.1 The Service Provider undertakes that it will require Panel Vendors to keep the following records in respect of each Temporary Worker supplied or to be supplied by the Panel Vendors:

14.1.1 full name and address;

14.1.2 verified personal identification (birth certificate or passport) and recent photograph;

14.1.3 signed references identifying the most recent employer and at least two of the Temporary Workers references, one of which shall be the most recent employer and on a copy of the headed note paper of that employer which shall be satisfactory and refer to employment undertaken in the 6 month period prior to assignment with the Corporation;

14.1.4 full Curriculum Vitae or employment history and evidence of all relevant training undertaken;

14.1.5 verified copies of certificates of qualification and evidence of membership of professional bodies where appropriate;

14.1.6 a copy of the Temporary Worker's immigration status, if appropriate (see Home Office guidance on Prevention of Illegal Working);

14.1.7 a copy of the driving licence if necessary for the duties to be carried out;

14.1.8 details of any spent and unspent convictions, subject to the Rehabilitation of Offenders Act (1974) Exemption Order 1975.

15. BOOKINGS

15.1 The Service Provider must only accept bookings from a Nominated Officer. The Corporation may from time to time advise the Service Provider of any amendments to or appointments of Nominated Officers.

15.2 The Service Provider will procure in its agreement with the Panel Vendors that they supply Temporary Workers which it considers to be suitable for the Temporary Worker Services in question and the purposes specified and supply them for the period of a booking. The Service Provider warrants that it shall require Panel Vendors to conduct sufficient checks as defined within the Specification as to the suitability and qualifications of the Temporary Workers.

15.3 The Corporation reserves the right to reduce or increase the period of the booking by giving during the period of the booking at least 24 hours' notice by the Nominated Officer.

15.4 The Corporation will make no booking that has a duration of less than three hours.

16. REPLACEMENT BOOKINGS

16.1 If any Temporary Worker supplied by the Panel Vendor is reasonably found at the discretion of the Corporation unsuitable at any time the Service Provider will provide a suitable replacement at no additional premium to the Corporation to complete the booking.

16.2 If the Corporation notifies the Service Provider of the unsuitability of a Temporary Worker within four hours of the Temporary Worker commencing his/her duties, no charge will be made by the Service Provider and the Temporary Worker will be withdrawn immediately.

16.3 When a Temporary Worker supplied by a Panel Vendor is found at the sole discretion of the Nominated Officer to be unsuitable, and the Service Provider has been informed of this within four to twenty-four hours of the Temporary Worker starting work on site, the Nominated Officer may assess the time claimed and request that the timesheet is amended accordingly.

16.4 Should a Temporary Worker leave an assignment without notice before completion of the booking period agreed between the Corporation and the Service Provider, they will be deemed to have breached the terms of their agreement and the Corporation will only be liable for the payment of the hours worked.

16.5 Following such events (as outlined in Conditions 16.1, 16.2, 16.3, and 16.4) the Service Provider shall use its best endeavours to provide a replacement within one hour of the event and all as in accordance with a normal booking.

17. OVERTIME CONDITIONS

17.1 Overtime will not be paid to either the Panel Vendors or the Temporary Workers unless otherwise agreed in writing between the Parties.

18. WORKING TIME DIRECTIVE

18.1. No temporary worker should work more than an average 48-hour week relating to combined employment. For a temporary worker to work more than 48 hours per week an opt out agreement must be signed. The Service Provider shall keep a database of information on hours worked by individual temporary workers.

18.2. The Service Provider shall comply with the Working Time Directive and shall also comply with any amendments to that Directive made by European or Domestic legislation.

19. DISCIPLINARY PROCEDURES

19.1 Temporary Workers supplied by the Service Provider will not be subject to the provisions of the Corporation's Disciplinary Procedure: problems relating to Temporary Workers' performance, attendance or conduct will be referred to the Service Provider who shall immediately notify the Panel Vendor responsible for the supply of the Temporary Worker and, if necessary, the booking will be terminated without further charge.

19.2 Temporary Workers supplied by Panel Vendors will not have recourse to the Corporation's Grievance Procedures.

20. CHARGE RATES

20.1 If a Temporary Worker is required to provide Services to the Corporation at a different level or type to those for which he or she was originally supplied, with the prior agreement of the Authorised Officer, the hourly rate charge will be that which is applicable to the level or type of Service undertaken. The Panel Vendors shall be required to seek the agreement of Temporary Workers in respect of any amendment to the agreed hourly rates.

20.2 The Service Provider will require that Panel Vendors shall be exclusively responsible for the payment of remuneration to the Temporary Worker and for the deduction of tax and National Insurance contributions under PAYE regulations and any other statutory deduction or payments as may be required by law in respect of the hours worked by the Temporary Worker.

20.3 The Corporation will only pay the agreed rate for the grade of Temporary Worker booked in accordance with the Schedule of Rates and will not pay extra for an individual holding qualifications, or with experience and skills, over and above those required at that grade.

20.4 Where local or national pay settlements for any category of Temporary Worker levels leads to an adjustment to the payments made to them, the amount of commission payable by the Corporation to the Service Provider shall not be altered for the period of the Contract. Any pay settlement will only be effective twelve months after the Commencement Date.

20.5 For the avoidance of doubt the Corporation shall have no obligation to pay any monies to Panel Vendors in respect of Temporary Worker Services not provided and the Service Provider undertakes to indemnify the Corporation against any liability it may incur to any or all of the Panel Vendors for sums which are due or which may become due to the Panel Vendors as a result of the acts, omissions or breach of this Agreement and/ or the Panel Vendor Agreement by the Service Provider.

21. INTRODUCTION / TRANSFER FEES

21.1 Under the Corporation's Equal Opportunities Policy all candidates for permanent employment must enter open competition following public advertisement of the vacancy. This applies equally to existing Corporation employees seeking promotion or transfer and to Temporary Workers supplied through the Service Provider. The Corporation therefore asserts that any Panel Vendor employee and/or Temporary Worker who applies for and is appointed to any post in the Corporation's service which has been publicly advertised has acquired the said post by their own efforts and abilities and assume no responsibility for any Introductory Payment or transfer fee or other charge requested by the Service Provider.

21.2 The Corporation shall assume no responsibility for any Introductory Payment or other charge requested by the Service Provider or any Panel Vendor in the event of a Temporary Worker, who of their own volition and without any enticement or inducement on the part of the Corporation, moves their employment from one Panel Vendor to another .

22. MONITORING OF THE SERVICE PROVIDER AND TEMPORARY WORKER SERVICES

22.1 The Parties shall meet on the Relevant Review Date(s) at premises to be agreed between them throughout the Contract Period in order to agree upon any issues which are outstanding and/or require review and to ensure total compliance with by the Service Provider with any monitoring arrangements or monitoring exercise that may be reasonably instigated or required by the Corporation.

22.2 The Service Provider shall keep and maintain and shall require Panel Vendors to keep and maintain such necessary data and information and shall provide such assistance as the Corporation may reasonably require to enable the Corporation to complete all official returns, including but without limitation (provided the nature of such data and information and the format for the same has been agreed by the Parties at the last Relevant Review Date):

22.2.1 returns to the Department of Health and the Department of Social Security;

22.2.2 returns to the Chartered Institute of Public Finance and Accountancy;

22.2.3 information required by the Audit Commission;

22.2.4 information required for the purposes of compliance with Best Value Reviews, Best Value performance plans and inspections; and

22.2.5 information required in order to ensure compliance with the Race Relations Act 1976 (as amended), other applicable legislation and generally to ensure conformity with obligations contained in Condition 22 (Unlawful Discrimination and Equal Opportunities).

22.3 The Service Provider shall provide and shall require that Panel Vendors provide such data and information as the Corporation from time to time shall reasonably require to permit the Corporation to complete management reports (whether of a regular, cyclical or ad hoc nature) on the performance of the Service Provider and Temporary Worker Services.

23. VARIATION OF THE SERVICES

23.1 The Corporation may from time to time require changes to the Specification and accordingly the Authorised Officer may, upon giving seven days' written notice thereof to the Service Provider, issue instructions to the Service Provider to do all or any of the following:

23.1.1 to reduce or increase the volume or frequency of any part of the Service Provider Service and/or Temporary Worker Services permanently or during such time or for such period as the Authorised Officer may determine;

23.1.2 to perform the Service Provider Service and/or Temporary Worker Services or any part thereof in such a manner as the Authorised Officer may reasonably require, provided that a requirement to perform the Service Provider Service and/or Temporary Worker Services in accordance with the Specification shall not be a Variation;

23.1.3 to provide such services additional to the Services (including at additional locations) as the Authorised Officer may reasonably require, provided that such additional services shall be the same type or similar to the Services referred to in the Specification; and

23.1.4 to vary temporarily or permanently the Service Provider Service and/or Temporary Worker Services or the Specification or any part thereof.

23.2 No Variation pursuant to this Condition shall vitiate the Contract. Any Variation to the Service Provider Services shall be subject to the written agreement of the Service Provider which shall not be unreasonably withheld.

23.3 The value of all Variations shall be ascertained by the Authorised Officer after consultation with the Service Provider in accordance with the following principles:

23.3.1 where services are of similar character and nature and are executed under similar conditions to the Services priced in the Specification and Schedule of Rates the Variation shall be valued at such rates and prices contained therein as may be applicable;

23.3.2 where the Variation involves work that is not the same as or of similar character to or not executed under similar conditions to the Temporary Worker Services, the rates and prices in the pricing documents shall be used as the basis for valuing such Variation in so far as may be reasonable and otherwise a fair valuation shall be made by the Authorised Officer.

23.4 In the event of any dispute as to the value of any Variation or additional work or as to whether any Variation or additional work should give rise to any increase or decrease in the Fee, the decision may be dealt with in accordance with the provisions of the dispute resolution procedure detailed in the Contract.

24. METHOD OF PAYMENT

24.1 The Corporation shall pay the Fees as set out in the Tender Schedule, or as may have otherwise been agreed, which shall be payable directly to the Service Provider and not to the Panel Vendor or Temporary Worker supplied to the Corporation through the Service Provider.

24.2 Payment shall be made within 30 days of receipt of invoice PROVIDED THAT the Corporation has not submitted any query to the Service Provider relating to the content of the invoice.

24.3 All invoices shall include details of the place of assignment of the Temporary Worker, the identity of the Temporary Worker and the dates and times the Temporary Worker was assigned.

24.4 Invoices must clearly show the number of hours worked by the Temporary Worker, the hourly rate of pay, total commission charged, order number, invoice number, employee name and category and place of work.

24.5 Invoices must be generated from a time sheet authorised by a Nominated Officer. The timesheet must clearly show the name of the supervisor, the category of staff, the place of work, the date(s) worked, starting/finishing times, break times and the order number allocated to the transaction.

25. INSURANCE

25.1 The Service Provider shall undertake all liability and shall fully indemnify the Corporation in respect of any claim made by any person in the employ of the Service Provider and/or sub-contractors (where appropriate) or by any other person or third party not in such employ under the provisions of any statute or at common law in respect of death or injury to any person in the course of or arising out of the execution of this Contract. The Service Provider shall pay and discharge all costs, charges and expenses which may be payable in consequence of any such claim. The minimum amount of Third Party Cover must not fall below the sum £10,000,000 (ten million pounds) in respect of any one occurrence or series of occurrences arising out of one event.

25.2 The Service Provider shall before the Commencement Date and annually thereafter and at such times as the Corporation may reasonably require supply the Corporation with certified copies of all insurance policies required by any of the provisions of this Condition 25.

25.3 The Service Provider shall require all Panel Vendors to hold and maintain such insurance as the Service Provider are themselves required to hold and maintain.

26. COPYRIGHT AND INTELLECTUAL PROPERTY

26.1 Subject to Condition 26.2 the Intellectual Property Rights in this Contract and all documents, records, data and other information produced by the Service Provider as part of the Services provided shall belong exclusively to the Corporation and the Service Provider shall not make or distribute to any third party any copies of this Contract or the documents, records, data and other information produced by it without the written consent of the Authorised Officer, which consent the Authorised Officer shall be absolutely entitled to withhold.

26.2 The Service Provider shall be entitled to make copies of the Contract where such copies are required to enable it to perform the Services.

26.3 Any and all Intellectual Property Rights developed under this Contract or arising from the provision of the Services by the Service Provider shall belong to the Corporation and the Service Provider agrees that it shall execute or cause to be executed (by authorised staff if necessary) all deeds, documents and acts required to vest such Intellectual Property Rights in the Corporation. Save that all pre-existing intellectual property rights to any information technology, introduced by the Service Provider in the performance of the obligations detailed herein shall vest in and remain the property of the Service Provider exclusively.

26.4 Any and all Intellectual Property Rights which may arise and/or be developed jointly as a consequence of the provision of the Services, including but not limited to any information technology (including software) used by either or both of the Parties for the implementation of this Contract shall vest in, become and remain the property of the Corporation.

26.5 The Service Provider shall indemnify the Corporation against any claims, liabilities, costs, losses, expenses, proceedings and damages arising out of or as a consequence of any infringement or alleged infringement of any third party Intellectual Property Rights in connection with the provision of the Services.

26.6 Subject to Condition 26.7 the Service Provider shall notify the Corporation of and conduct any litigation arising from (including all negotiations in connection with) any claims, demands and actions in respect of any infringement or alleged infringement of any Intellectual Property Rights. The Corporation shall at the request of the Service Provider, afford the Service Provider all reasonable assistance for the purpose of contesting any such claims, demands and actions.

26.7 If so requested by the Corporation, the Service Provider shall either:

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

26.7.2 procure such licence as may be necessary to continue the carrying out of the Services without infringement, on terms which are reasonably acceptable to the Corporation.

27. DATA PROTECTION

27.1 Where applicable after the Contract comes into existence, the Corporation shall provide the Service Provider with details of the registration procedure in relation to processing personal data as the Data Controller under Section 17 of the Data Protection Act 1998 (“the DP Act”).

27.2 For the purposes of the Service Provider's obligations to the Corporation under this Contract the Service Provider shall comply with the requirements of the DP Act as if he was the Data Controller. This contractual obligation shall not entitle the Service Provider to treat personal data as if he was the Data Controller in law or to process such data (as defined in Section 1 of the DP Act) for the Service Provider's own purposes.

27.3 The Service Provider shall not under any circumstances receive or seek to obtain from the Corporation or process on the Corporation's behalf any personal data (as defined in the DP Act) unless there is in existence a contract with the Corporation which is made or evidenced in writing and pursuant to which the Service Provider is required, inter alia, to process personal data as part of performing the Services. Taking possession of personal data or seeking to do so in circumstances where no such contract with the Corporation is in existence shall be sufficient grounds to entitle the Corporation to terminate this Contract in accordance with Clause 34 hereof, notwithstanding that the act or default in question may have occurred before this Contract comes into existence.

27.4 The Service Provider shall throughout the duration of the Contract (and for so long as he shall have personal data in his possession) have in place appropriate technical, security and organisational procedures and measures (“the Measures”) to protect against accidental or unlawful disclosure and against accidental loss or destruction of, or damage to personal data received, obtained, being processed by or otherwise in the possession of the Service Provider pursuant to the Contract. The Service Provider's Measures shall be recorded in writing and supplied to the Corporation at the commencement of the Contract, within 5 working days of any amendment thereto or when otherwise required by the Corporation to do so. The Service Provider's Measures may be inspected by the officer nominated by the Authorised Officer for that purpose at any time by giving 24 hours notice of such inspection to the Service Provider's Representative.

27.5 The Service Provider convenants with the Corporation that “data” (as defined by Section 1 of the DP Act) in the Service Provider's possession pursuant to the provisions of this Contract:

27.6 The Service Provider shall ensure that any Panel Vendor agreement contains the same provisions as those contained in this Clause, amended as necessary to reflect the contractual relationship between the Service Provider and a Panel Vendors.

27.7 Where the Service Provider is collecting personal data on behalf of the Corporation, the Service Provider shall, in accordance with the provisions of the DP Act, supply a data protection notice at the time it collects any such personal data.

27.8 Where the Corporation receives any subject access requests relating to data in the possession custody or control of the Service Provider, the Service Provider shall,

27.8.1 fully co-operate with the Corporation in complying with the Corporation's obligations under the DP Act in relation to that data;

27.8.2 only make disclosure of the data or do anything else required by the DP Act with the Corporation's express written consent;

27.8.3 respond promptly (and in any event within 10 working days) to any Corporation request for details of data held pursuant to the Contract;

27.8.4 ensure that it processes any subject access requests concerning disclosure of personal data in such a manner that the Corporation can access that data and respond to the request within the 40 day period (or such other relevant time) specified by the DP Act.

27.9 Any breach by the Service Provider of the provisions of this Clause 27 or of the DP Act in relation to the processing of data (as defined in Section 1 of the DP Act) or of any other obligation of the Service Provider (whether as Data Controller, Data Processor or otherwise) pursuant to that Act shall amount to a breach of a fundamental term of the Contract entitling the Corporation to terminate it forthwith in accordance with Clause 34 hereof.

27.10 The Service Provider shall fully indemnify the Corporation in relation to all liabilities, damages, costs, losses, claims, expenses, demands and proceedings arising out of:

27.10.1 any breach by the Service Provider (which shall include breach by the Service Provider's employees, Panel Vendors, agents or representatives); or

27.10.2 any breach by the Corporation of the provisions of the DP Act caused in whole or in part by any breach by the Service Provider (which shall include breach by the Service Provider's employees, Panel Vendors sub-contractors, agents or representatives) of the provisions of this Clause 27 or the DP Act.

28. FREEDOM OF INFORMATION

28.1 The Service Provider recognises that the Corporation is subject to legal duties which may require the disclosure of information under the FOIA or the Environmental Information Regulations 2002 or any other applicable legislation or codes governing access to information and that the Corporation may be under an obligation to provide information on request. Such information may include matters relating to, arising out of or under this Contract in any way.

28.2 The Service Provider recognises that in order to facilitate openness with and accountability to its citizens the Corporation's general view is that all relevant information concerning its contracts (including but without limitation the rates and prices submitted by the Service Provider as part of the tendering process) should be subject to disclosure unless the information:

28.2.1 is commercially sensitive and/or subject to an FOIA Exemption, and

28.2.2 has expressly in writing been subject to a request from the Service Provider not to disclose the information, which request the Corporation's appropriate officer has expressly in writing agreed to.

The Service Provider hereby consents to disclosure of information by the Corporation in accordance with this clause.

28.3 Notwithstanding anything in this Contract to the contrary including, but without limitation, the general obligation of confidentiality imposed on the parties pursuant to Clause 29 in the event that the Corporation receives a request for information under the FOIA or any other applicable legislation governing access to information, the Corporation shall be entitled to disclose all information and documentation (in whatever form) as necessary to respond to that request in accordance with the FOIA or other applicable legislation governing access to information, save that in relation to any such information that is Exempted Information but in any event subject to Clause 28.2 the Corporation shall use reasonable endeavours to consult the Service Provider as soon as reasonably practicable and should not:

(a) confirm or deny that the information in question is held by the Corporation; or

(b) disclose the information requested,

without having attempted to seek the views of the Service Provider in relation to the request for disclosure.

28.4 In the event that the Corporation incurs any costs, including but not limited to external legal costs, in seeking to maintain the withholding of the information, including but not limited to responding to information notices or lodging appeals against a decision of the Information Commissioner in relation to disclosure, the Service Provider shall fully indemnify the Corporation.

28.5 In any event the Corporation shall not be liable for any loss damage harm or other detriment however caused arising from the disclosure of any Exempted Information or other information relating to this Contract under the FOIA or other applicable legislation governing access to information.

28.6 The Service Provider will assist the Corporation to enable the Corporation to comply with its obligations under the FOIA or other applicable legislation governing access to information. [In particular it acknowledges that the Corporation is entitled to any and all information relating to the performance of this Contract or arising in the course of performing this Contract]. In the event that the Corporation receives a request for information under the FOIA or any other applicable legislation governing access to information, and requires the Service Provider's assistance in obtaining the information that is the subject of such request or otherwise, the Service Provider will respond to any such request for assistance from the Corporation at its own cost promptly and in any event within 10 days of receiving the Corporation's request.

28.7 The Service Provider will fully indemnify the Corporation in relation to all liabilities, damages, costs, losses, claims, expenses, demands and proceedings whatsoever arising as a consequence of the Corporation failing to disclose relevant information under the FOIA or any other applicable legislation governing access to information within any time limit imposed by the FOIA or other applicable legislation where the Corporation's failure to disclose is attributable in whole or in part to a breach by the Service Provider of its obligations under this Clause 28.

29. CONFIDENTIALITY AND ANNOUNCEMENTS

29.1 Each Party shall both during the currency of the Contract and at all times following Termination keep private and confidential and shall not use or disclose (whether for its own benefit or that of any third party) save as provided by the Contract any confidential information about the business of or belonging to the other Party which has come to its attention as a result of or in connection with the Contract, in particular (but without prejudice to the generality of the foregoing) confidential information relating to the Service Provider Services and the Fees payable hereunder provided always that this obligation shall not relate to any such information which:

29.1.1 comes into the public domain or is subsequently disclosed to the public (other than through default on the part of that Party or any other person to whom that Party is permitted to disclose such information under the Contract); or

29.1.2 is required to be disclosed by law; or

29.1.3 was already in the possession of that Party (without restrictions as to its use) on the date of receipt.

29.2 The Service Provider shall not make any public statement or issue any press release or publish any other public document relating to, connected with or arising out of the Contract or the matters contained therein without obtaining the Corporation's prior written approval as to the contents thereof and the manner of its presentation and publication.

29.3 The provisions of this Condition 29 shall apply to the Service Provider, its employees and the Temporary Workers; The Service Provider undertakes to procure in its Panel Vendor Agreement with all Panel Vendors that all contracts with Temporary Workers are provided as aforesaid. In addition to and notwithstanding the above, The Service Provider undertakes that it will, as a condition precedent to appointment of any Temporary Worker, require that a Confidentiality Undertaking be signed by the Temporary Worker in favour of the Corporation and the Service Provider shall give the original Confidentiality Undertaking duly executed to the Corporation prior to use of the Temporary Worker's services.

30. TRANSITIONAL ARRANGEMENTS ON EXPIRY OR TERMINATION

30.1 Upon the expiry or termination of this agreement the Service Provider shall:

30.1.1 Provide the Corporation with all information held by the Service Provider electronically or otherwise which originated from the Corporation;

30.1.2 Co-operate with the Corporation or any new incoming provider in respect of such information or assistance as may reasonably be required by the Corporation.

31. UNLAWFUL DISCRIMINATION AND EQUAL OPPORTUNITIES

31.1 In the performance of the Services the Service Provider shall comply and shall require that all Panel Vendors, their Temporary Workers, employees, and agents comply with the best professional practice in relation to equal opportunities in particular (but not limited to) all relevant Legislation (including the Sex Discrimination Acts 1975 and 1986, the Race Relations Act 1976, the Race Relations (Amendment) Act 2000 and the Disability Discrimination Act 1995) as well as statutory and other official guidance and codes of practice.

31.2 The Service Provider acknowledges that the Corporation has a general duty under the Race Relations (Amendment) Act 2000 (“the Act”) to have due regard to the need to eliminate unlawful discrimination and promote equality of opportunity and good race relations in carrying out their functions.

31.3 The Service Provider shall be considered to have the same obligations as the Corporation under the Act when providing the Services under this Agreement. The Service Provider shall comply with and shall require Panel Vendors to comply with the general duty under the Act as set out in Condition 31.2 above and any Codes of Practice issued by the Commission for Racial Equality including (but not limited to) the Code of Practice for the Elimination of Racial Discrimination and the Promotion of Equality of Opportunity in Employment. The Service Provider shall be considered to be in breach of this Condition in the event of any non-compliance with the Act and any Codes of Practice.

31.4 The Service Provider shall adopt the Corporation's own equal opportunities policies and procedures (as the same may be adopted and amended from time to time as notified to the Service Provider) to comply with the statutory requirements of the Act and accordingly shall not, when employing persons for the purposes of performing the Temporary Worker Services, discriminate on the grounds of race, whether directly, indirectly or by victimisation.

31.5 The Service Provider shall indemnify the Corporation in respect of any costs and legal expenses incurred in defending any action brought by the Commission of Racial Equality and/or any third party against the Corporation for non-compliance with the Act and/or any Codes of Practice as a result of the breach of this Condition by the Service Provider.

31.6 The Service Provider shall, at the request of the Authorised Officer, provide for the Corporation a suitable breakdown of the workforce by race and grade as the Authorised Officer may reasonably require in order to be satisfied as to the Service Provider compliance with these Conditions 31.2 to 31.4.

31.7 The Service Provider shall require Panel Vendors to monitor the representation of the Temporary Workers supplied of different racial groups (meaning groups of persons defined be reference to colour, race, nationality, ethnic or national origins) and further undertakes to report to the Corporation the results of such monitoring at the Corporation's request. If it appears to the Service Provider or the Corporation that a particular racial group is under-represented in the workforce as a whole or in a particular area of work in the workforce, the Service Provider shall take such action as the Corporation may consider to be reasonably necessary to ensure that Panel Vendors remedy the said lack of representation and encourage members of particular racial groups to apply for jobs or take up training opportunities, wherever possible.

31.8 The Service Provider shall inform the Corporation as soon as it becomes aware of any legal proceedings (whether civil or criminal) brought against the Service Provider under Race Relations legislation or of any judgements, awards, convictions (not spent or exempted under the Rehabilitation of Offenders Act 1974), or settlements arising therefrom, and shall provide the Authorised Officer with such further information and documentation as may be required in relation thereto.

32. HEALTH AND SAFETY

32.1 The Service Provider must conform at least with the requirements of the Health and Safety at Work Act and any amending and/or other related legislation concerned with the health, safety and welfare of workers and other persons, to any relevant British Standard Code of Practice issued by the British Standard Institution and, where works are to be carried out on Corporation sites or premises, with the Corporation's Health and Safety Policy. All plant and equipment must be inspected by suitably qualified engineers. S/he must provide to the appropriate officer a copy of her/his safety policy and evidence of the safety of plant and equipment, when requested;

32.2 The Service Provider must display copies of Public Liability and Employers Liability Insurance Policies in her/his place of work.

33. DISPUTE RESOLUTION

33.1 All disputes between the Parties arising out of or relating to this Agreement shall be promptly referred by each Party to their identified senior representatives for resolution. The representatives shall negotiate in good faith to resolve such disputes.

33.2 If a dispute remains unresolved after 7 days following referral to the identified representatives, under this Condition, the dispute shall be referred to the Service Provider's Account Director and to the Assistant Director of Human Resources of the Corporation.

33.3 In the event that a dispute cannot be resolved within 28 days following referral under this condition, the Parties may refer the matter by agreement to the Managing Director of the Service Provider and Deputy Chief Executive of the Corporation.

33.4 Nothing in this Contract shall prevent either the Corporation or the Service Provider at any time from seeking any interim or interlocutory relief from the Court.

33.5 Without prejudice to Condition 23 (Variation of Services), until the time that a dispute between the Service Provider and the Corporation is resolved the Service Provider shall continue to perform this Managed Vendor Agreement and be paid by the Corporation in accordance with this Contract.

34. TERMINATION

34.1 Should the Service Provider, in the opinion of the Authorised Officer, fail to provide services and/or services in accordance with the Specification or Conditions of Contract or regularly fail to deliver the services or any portion thereof within the prescribed time scales, the Corporation, without prejudice to any other remedy for breach of contract otherwise available to it, shall be at liberty to determine the contract either wholly or to the extent of such default, and to purchase other services of the same or similar description to make good such default or, in the event of the Contract being wholly determined, the services remaining to be delivered.

34.2 The Service Provider shall be liable to the Corporation in respect of any difference in the amount by which the cost of so purchasing the services exceeds the amount which would have been payable to the Service Provider for the services had they been delivered in accordance with the terms of the Contract, and such cost shall be recoverable from the Service Provider. The Corporation shall not be bound to purchase the cheapest alternative services.

34.3 Any sum of money which is expressed to become payable by the Service Provider to the Corporation on breach of any one or more of the stipulations contained in this Contract, or which the Corporation may be entitled to deduct, may either be recovered by the Corporation from the Service Provider by action of other legal proceedings or may be deducted and retained by the Corporation out of any monies due, or to become due, to the Service Provider under this or any other Contract.

34.4 The Corporation shall have power to withhold from the Service Provider payment of any monies which may have become due for payment under this Contract if circumstances shall have arisen which, in the opinion of the Appropriate Officer, indicate that a breach of any of the stipulations aforesaid has been committed and such monies shall be withheld until after the disposal or settlement of such circumstances, although the exact sum to become payable to the Corporation on account of such breach may be unascertained at the time of such withholding.

34.5 Otherwise, without prejudice to any other provision of the contract, the contract may be terminated giving one month's written notice by either party.

34.6 On the termination of this Contract for whatever reason, whether as a consequence of any matters referred to in this clause or on the expiry of the Contract period, the Service Provider shall, prior to any subsequent re-tendering or letting of a contract for the provision of services under this Contract, supply within seven days of demand by the Corporation all such information as the Corporation considers it requires as a result of the European Acquired Rights Directive 77/187 and/or the Transfer of Undertakings (Protection of Employment) Regulations 1981 (including but not limited to the terms and conditions of service of the Service Provider's employees and the composition of the Service Provider's workforce engaged in the provision of the services) and shall fully and promptly indemnify the Corporation against any claims or expenses and proceedings brought against the Corporation as a result of any failure to supply such information or supplying inaccurate information to the Corporation.

35. PREVENTION OF CORRUPTION

35.1 The Corporation shall be entitled to determine the employment of the Service Provider and/or cancel the Contract and recover any resulting losses if the Service Provider or her/his employer or agents, with or without her/his knowledge:

(a) does anything improper to influence the Corporation to give her/him the Contract.

(b) commits an offence under the Prevention of Corruption Acts 1889 to 1916 or section 117(2) of the Local Government Act 1972.

WARNING

IT IS A CRIMINAL OFFENCE, PUNISHABLE BY IMPRISONMENT, TO GIVE OR OFFER ANY GIFT OR CONSIDERATION WHATSOEVER AS AN INDUCEMENT OR REWARD TO ANY SERVANT OR A PUBLIC BODY OR AGENT OF THE CROWN. ADDITIONALLY, SUCH ACTION WILL NEGATE ALL CURRENT AND FUTURE CONTRACTS.

36. GENERAL

36.1 Any notice to the Service Provider shall be in writing, and shall be deemed to be sufficiently served by giving it to the Service Provider or their duly authorised agent, or sending the same by post to or leaving the same at the usual or last known place of abode or business of the Service Provider, or in the case of an incorporated company, at the registered office of the company.

36.2 Any dispute between the Corporation and the Service Provider with regard to the provisions of the Contract may be referred to arbitration by a single arbitrator of the Corporations choice under the provisions of the Arbitrations Acts 1950 to 1979, or any statutory modification thereof for the time being in force.

36.3 No conditions submitted or referred to by the Service Provider when tendering, submitting Advice Notes, or delivering the services shall form part of the Contract unless otherwise agreed to in writing by the Corporation.

37. INSOLVENCY AND BANKRUPTCY

37.1 If the Service Provider becomes insolvent or bankrupt or (being a Company) makes an arrangement with its creditors or has an administrative receiver or administrator appointed or commences to be wound up (other than for the purpose of amalgamation or reconstruction) the Corporation may, without prejudice to any other rights, terminate the Contract forthwith by notice to the Service Provider or any person in whom the Contract may have become vested.

38. USE OF SERVICE PROVIDER SOFTWARE

38.1 Service Provider hereby grants to Corporation a limited, nonexclusive, non-transferable license to use and access the collection of files available through the http protocol of the Internet at URL www.beeline.com (the "Site") during the term of this agreement for Corporation's internal electronic procurement and supply chain management.

38.2 Service Provider retains all right, title and interest in, to and under the Site, as well as all software, source code and components thereof and all know how, ideas and developments derived thereby. No title or right, or any intellectual property or other right, express or implied, is transferred to Corporation by virtue of this Agreement. The license granted hereunder is limited solely to the right to access the Site via the World Wide Web and does not include the right to transfer or distribute software or source code.

38.3 Corporation shall not permit any customer, licensee or third party to, copy, transmit, distribute, sell, rent, lease, transfer, reproduce, modify, adapt, enhance, translate, reverse engineer, disassemble, decompile, attempt to derive source code, or create derivative works or competing products from the Site or any software, source code or components thereof.

39. FORCE MAJEURE

39.1 Neither party shall be liable for failure to perform its obligations under the contract if such failure results from circumstances which could not have been contemplated and which are beyond the party's reasonable control.

40. CONSTRUCTION OF THE CONTRACT

40.1 The construction, validity and performance of the Contract shall be governed by the laws of England.

Gain Share Agreement

The Corporation shall pay the Service Provider:

For the purposes of this provision:

Operation

Contract for a Managed Vendor Solution Page 1

for the Provision of Temporary Workers