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General terms and conditions for the provision of recruitment services

Fixed Term and Permanent only 1 of 32

These conditions may only be varied with the written agreement of the Authority. No terms or conditions put forward at any time by the Contractor shall form any part of the contract.

1. Definitions and interpretations

1.1. In this Contract unless there shall be something in the subject or context inconsistent therewith the following words and expressions shall have the meanings hereinafter mentioned:

a) ‘Actual Vacancies’ shall mean the Authority's vacant positions

b) 'Authority' shall mean The Pensions Regulator of Napier House, Trafalgar Place, Brighton BN1 4DW and shall include the Authority's legal personal representatives, successors and permitted assigns.

c) ‘Assignment’ shall have the meaning set out in clause 60.8.

d) ‘Business Day’ shall mean a day other than a Saturday, Sunday or public holiday when banks in London are open for business

e) ‘Commencement date’ shall have the meaning set out in clause 2.

f) ‘Commercially sensitive information’ shall mean any information (i) listed in the Commercially Sensitive Information Schedule; or, (ii) notified to the Authority in writing (prior to the commencement of this Agreement) which has been clearly marked as Commercially Sensitive Information: (a) which is provided by the Contractor to the Authority in confidence for the period set out in that Schedule or notification; and/or (b) which constitutes a trade secret

g) ‘Confidential information’ shall mean any information, however it is conveyed, received by either party from the other that relates to the business, affairs, developments, trade secrets, know-how, personnel and suppliers of either party, including Intellectual property rights, together with all information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as ‘confidential’ or which ought to reasonably be considered to be confidential).

h) 'Contract' shall mean the Contract between the Authority and the Contractor for the Provision of services, including therein all documents identified and specified to which reference may properly be made in order to ascertain the rights and obligations of the parties.

i) 'Contractor' shall mean the person, firm or company named as such in the Contract as responsible for carrying out the Services and shall include the Contractor's legal personal representatives, successors and permitted assigns.

j) ‘Contract period’ shall mean the period of … (..) year, from the Commencement date, with an option, at the sole discretion of the Authority, to extend the Contract on a month by month basis.

k) ‘Contract price’ means (£……….) (the price set out in the tender/quotation documents) being the price exclusive of Value Added Tax (VAT) payable to the Contractor by the Authority under the Contract for the full and proper performance by the Contractor of the Contract.

l) ‘Crown’ shall mean parliament, government ministers and its servants, central government departments, other government bodies including non-departmental public bodies, office holders, commissioners and regulators.

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m) ‘Environmental information regulations’ shall mean the Environment Information Regulations 2004 and any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such regulations.

n) ‘Extended Assignment’ shall have the meaning set out in clause 65.2.

o) ‘Field’ shall mean the field of work as defined in the ITQ or ITT.

p) ‘FoIA’ means the Freedom of Information Act 2000 and any subordinate legislation made under this Act from time to time together with any guidance and/or codes of practise issued by the Information Commissioner or relevant government department in relation to such legislation.

q) ‘Force Majeure’ means any event or occurrence which is outside the reasonable control of the party concerned and which is not attributable to any act or failure to take preventative action by that party, including act of God, fire, flood, violent storm, war, revolution or acts of terrorism, but excluding:

i. strikes, lock outs or other industrial action whether of the affected party’s own employees or others; or

ii. the failure by any Sub-contractor or agent to perform its obligations under any sub-contract or contract; or

iii. the failure of supplies of power or other goods and services;

r) ‘Group’ shall mean in relation to a company, that company, each and any subsidiary or holding company [from time to time OR at the date of this agreement] of that company[, and each and any subsidiary [from time to time OR at the date of this agreement] of a holding company of that company].

s) ‘Holding company and subsidiary’ shall mean a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006 [and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee]. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sub sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

t) ‘Introduce’ shall mean the provision to the Authority of information by the Contractor which identifies the Worker [and leads to the Authority engaging or employing the Worker either directly or through the Contractor].

u) ‘Introduction Date’ shall mean the date the Contractor Introduces the Worker to the Authority in accordance with clause 60.

v) ‘Introduction Fee’ shall have the meaning set out in clause 64.

w) ‘Permanent Worker’ shall mean a Worker Introduced and supplied by the Contractor to the Authority as an employee of the Authority.

x) ‘Premises’ shall mean Napier House, Trafalgar Place, Brighton, BN1 4DW.

y) ‘Request for information’ shall have the meaning set out in Section 84 of the FoIA.

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z) ‘Replacement contractor’ shall mean any third party service provider appointed by the Authority to supply any services which are substantially similar to or the same as any of the Services.

aa) ‘Retained Search’ shall mean the Contractor supplies a Temporary Worker or Permanent Worker by undertaking a specific search for a Temporary Worker or Permanent Worker who is not already on the Contractor's database, for example, by headhunting or by advertising.

bb) ‘the Services’ means all services (including any goods, materials or articles) which the Contractor is required to provide under the Contract as described in the Service specification.

cc) ‘Screen’ shall mean to carry out pre-vetting checks required by the Authority.

dd) ‘SLA’ shall mean the Service Level Agreement which is attached as a Schedule to this agreement, as amended in writing from time to time by the parties; this shall form part of this agreement but in the event of any conflict between the SLA and the main body of this agreement, the main body of this agreement shall prevail.

ee) ‘Speculative Application’ shall have the meaning set out in clause 60.4.

ff) ‘Service specification’ means the service specification for the Services set out in Schedule ………………….

gg) ‘Sub-contractor’ shall mean any sub-contractor, supplier, service provider, consultant and the like engaged by the Contractor to provide Services or part thereof.

hh) ‘Temporary Worker’ shall mean a Worker Introduced and supplied by the Contractor to the Authority as an employee of the Authority on a temporary or fixed-term basis.

ii) ‘Territory’ shall mean the United Kingdom

jj) ‘Worker’ shall mean an individual worker, or, where the worker is a company or other legal entity including the individual worker, as the case may be including any of the Contractor's own employees, workers or Contractor staff.

kk) ‘Working day’ shall mean a day (other than a Saturday or Sunday) on which banks are open for general business in the City of London.

ll) ‘Valid Opt-Out’ shall mean written notification from a company Worker and the individual provided by that company Worker in accordance with regulation 32(9) of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (SI 2003/3319) as amended from time to time.

1.2. Interpretation:

a) Unless the context otherwise requires, the singular includes the plural and vice versa.

b) Headings and use of bold type face shall be ignored.

c) References to any enactment shall include references to such enactment as it may, after the date of this Contract, from time to time be amended, supplemented or re-enacted.

d) A reference to a clause, sub-clause, paragraph or sub-paragraph is, unless indicated to the contrary, a reference to a clause, sub-clause, paragraph or sub-paragraph of this Contract.

e) References to the word ‘include’ or ‘including’ are to be construed without limitation.

f) Any reference to the singular includes the plural where appropriate, and any reference to the masculine gender includes the feminine and neuter genders where appropriate.

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2. Commencement and duration

2.1. This agreement shall commence on …… day of ….… 200…. (the Commencement Date) and it shall continue until terminated in accordance with its terms

2.2. The Contractor shall WHERE REQUESTED provide the Services to the Authority for the Contract period subject to earlier termination in accordance with Clause 18.

3. Payment

3.1. Payment of the Contract price shall be made by the Authority within thirty (30) days of the receipt by the Authority of a valid invoice, which the Contractor was entitled to submit. Payment will only be made in respect of Services which have been completed in accordance with this Contract and accepted by the Authority. Payment for any goods will only be made where such goods have been delivered to the Authority in accordance with this Contract and accepted by the Authority. In the event that the Authority disputes any part of an invoice, the Authority shall pay the undisputed amount inclusive of VAT (Value Added Tax). Both parties shall make every effort to resolve any such disputes and to pay the balance as soon as is practicably possible.

3.2. The Contractor shall be entitled to submit invoices for provision of the Services monthly in arrears. The Contractor has an obligation to submit clearly labelled Invoices with the relevant purchase order reference, other relevant information and clearly addressed to the Finance team to aid the invoice matching and payment process. Failure to do so may result in late payment for which the Authority will not be held liable.

3.3. Payment shall be made to the Contractor via BACS within thirty (30) days of receipt of a correctly completed invoice after the satisfactory completion of Services in accordance with the instructions specified on the Purchase order unless, before payment is due, the Authority has rejected all or any part of the Services.

3.4. Where applicable, the Contractor shall charge VAT to the Authority, at the prevailing rate, after the Contractor has provided the Authority with a VAT invoice. VAT, where applicable, shall be shown separately on all invoices as a strictly net extra charge.

3.5. The Authority shall be entitled to deduct from any payment otherwise due to the Contractor any sum that is due to the Authority under this Contract.

3.6. Where either party fails to make payment on a due date the other party shall be entitled to charge interest on the late payment (except where part or the whole of the payment is withheld due to a bona fide dispute as to entitlement to payment or as per Clause 3.2), calculated daily at the rate of 2% above the LIBOR rate from the due date (whether before or after any judgement) until actual payment and it is agreed by the parties that this clause provides the parties with a substantial remedy pursuant to sections 8 and 9 of the Late Payment of Commercial Debts (Interest) Act 1998.

4. Price variation

4.1. No increase in the fees payable under this agreement by the Authority to the Contractor may be made without the Authority’s prior written consent.

5. Performance and obligations of the Contractor

5.1. The Contractor shall carry out the Services in accordance with the Service specification and the Contract. Unless otherwise specified in the Contract, the Contractor shall use first class quality materials and workmanship and undertakes that the design, workmanship and materials used will be fit to achieve the purpose for which the Services are required, either as specified by the Authority expressly in the Contract or as may be implied from the Contract, and the Contractor further acknowledges that in performing the Services the Authority is reliant upon the Contractor

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exercising all reasonable skill, care and diligence in the performance and discharge of the Services.

5.2. The Contractor shall provide all supervision, labour, materials, transport, plant, tools, equipment and facilities necessary to perform the Services in accordance with the Contract.

5.3. The Contractor shall proceed with the carrying out of the Services regularly, diligently and in accordance with such programme as may be included in the Contract. If the Contract contains specific dates or periods by which any part of the Services is to be completed the Contractor shall complete such parts by such dates.

5.4. Unless otherwise provided for the Contractor shall not deliver any items to the Premises or remove any items belonging to the Authority from the Premises without having first obtained written permission from the Authority. The Contractor shall maintain written records of all items so delivered or removed.

5.5. The Contractor shall be deemed to have inspected the Premises and to have satisfied himself of the conditions and all circumstances affecting the Premises and the carrying out of the Services. Accordingly no claim by the Contractor for additional payment or extension of time will be allowed on the grounds of any matter relating to the Premises or as to the circumstances or conditions under which the Services are to be provided.

6. Contract management

6.1. The Contractor and the Authority shall comply with their respective contract management obligations set out in Schedule 4 of the Contract (‘Contract management’).

7. Contractor’s staff

7.1. The Contractor must employ sufficient staff to ensure that the Services are provided in accordance with the Specification at all times. The Contractor must ensure that a sufficient reserve of staff is available to provide the Services during planned and unplanned staff absences.

7.2. The Contractor must employ for the purposes of this Contract only such persons as are careful, skilled and experienced in the duties required of them, and must ensure that every such person is properly and sufficiently trained and instructed and carries out the Services with regard to:

a) the task that person has to perform;

b) all relevant provisions of the Contract;

c) all relevant rules, policies, procedures and standards of the Authority;

d) fire risks and fire precautions;

e) the need to observe the highest standards of hygiene, courtesy and consideration; and

f) the requirements of the Health and Safety at Work Act 1974 and other relevant legislation and codes of practice.

7.3. The Contractor must provide its staff with a form of identity acceptable to the Authority and must ensure that they display that identity on their clothing at all times when they are on the Authority’s Premises.

7.4. The Contractor must ensure that its staff do not smoke on the Authority’s Premises except where smoking is expressly permitted.

7.5. The Contractor must remove any of its staff from the Authority’s Premises if on grounds of efficiency or public interest the Authority requests it to do so.

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7.6. The Contractor shall comply with any staff vetting procedures (‘Staff vetting procedures’) notified in writing to the Contractor by the Authority in respect of all Contractor personnel employed or engaged in the provision of the Services. Where Contractor personnel employed or engaged in the provision of the Services have not been vetted to the standard set out in the Staff vetting procedures, the Authority may require that such personnel immediately cease providing the Services or any part thereof.

7.7. The Contractor shall ensure that no person who discloses that he has a conviction (other than motoring offences), or who is found by the Contractor to have any convictions (other than motoring offences) whether as a result of a police check or through the Criminal Records Bureau procedures or otherwise, is employed or engaged in the provision of any part of the Services without the Authority's prior and express written consent.

8. Liaison

8.1. The Contractor shall appoint a representative (the ‘Contractor’s representative’) and such appointment shall be notified to the Authority. The Contractor’s representative shall be responsible for liaison with the Authority.

8.2. The Authority shall appoint a representative (the ‘Authority representative’) and such appointment shall be notified to the contractor. The Authority shall not be liable for any instructions issued by any person other than its representative.

9. Access for the Contractor

9.1. The Authority shall give the Contractor access to the Premises for the purpose of carrying out the Services at such times as may be specified in the Contract or, if not so specified, as may reasonably be required by the Contractor to carry out the Services in accordance with the Contract.

9.2. While on the Premises, the Contractor shall comply strictly with all applicable statutory enactments and regulations, the Authority’s applicable policies and procedures (copies of which are available to the Contractor on request) and instructions from the Authority.

9.3. The Authority shall have the right to require the Contractor to remove immediately from the Premises any employee or sub-contractor who has:

a) Failed to comply with any of the applicable enactment’s, regulations, policies, procedures or instructions; or

b) In the sole opinion of the Authority has not conducted himself appropriately or been negligent or incompetent;

without thereby incurring any responsibility to the Contractor for any additional costs or time.

9.4. The Contractor shall be solely responsible for the suitability and safety of any equipment or tools used by him and shall not use any equipment or tools, which may be unsuitable, unsafe, or likely to cause damage. The Authority may inspect any such equipment or tools at any time and may require the Contractor to remove from the Premises, any which in the sole opinion of the Authority are unsuitable, unsafe, or likely to cause damage and replace the same, without incurring any responsibility to the Contractor for additional cost or time.

9.5. At all times when employees of the Contractor are present on the Premises they shall have present a competent supervisor and any instructions given by the Authority to that supervisor shall be considered as given to the Contractor.

9.6. The Contractor shall be responsible for the obtaining of any wayleaves, permissions, approvals and licences as required for any installation works to take place in locations outside of the Premises.

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10. Sub-contracting and assignment

10.1. The Contractor shall not assign, pledge, transfer or sub-let any part of the Contract without the prior written consent of the Authority, other than for the purchase of standard materials or for items the manufacturer or supplier of which is named in the Contract.

10.2. The Contractor shall be as fully responsible for the acts and defaults of any Sub-contractor as if they were his own.

10.3. Neither party shall assign any of its obligations under the Contract without the prior written consent of the other party, which shall not be unreasonably withheld or delayed.

10.4. Where the Contractor enters into a sub-contract with a Sub-contractor for the purpose of performing the Services, it shall cause a term to be included in such a sub-contract which requires payment to be made of undisputed sums by the Contractor to the Sub-contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice.

11. Progress and inspection

11.1. The Authority shall have the right to inspect the provision of Services at any time whether on the Premises or in the works of the Contractor or Sub-Contractor and to reject any aspect of the Services which is not in accordance with the Contract. The Contractor shall forthwith replace or re-execute any aspect of the Services so rejected. Any such inspection or testing shall not relieve the Contractor of any of his obligations under the Contract.

12. Passing of property and risk

12.1. The title in any goods delivered by the Contractor to the Authority shall pass to the Authority on delivery of the goods to the Premises.

12.2. Unless otherwise provided for in the Contract the risk in any goods which are to be delivered by the Contractor to the Authority shall pass to the Authority on acceptance by the Authority of such goods in accordance with Clause 14.

12.3. Where goods belonging to the Authority are to be sent to the Contractor’s works for overhaul, repair or cleaning such goods shall be at the risk of the Contractor from the time that they are handed over to the Contractor at the Premises until they have been delivered back to the Premises to the reasonable satisfaction of the Authority. The title in such goods shall at all times remain with the Authority and the Contractor shall clearly mark such goods as belonging to the Authority and keep them separate from all other goods in the Contractor’s possession.

12.4. The Contractor shall be strictly responsible for the care of any goods belonging to the Authority whilst the Contractor is carrying out work on such goods on the Premises, including the remedying of defects under Clause 14 below and such obligation of care shall include the leaving of such goods in a safe and proper condition when the Contractor ceases such work.

13. Confidentiality

13.1. Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information, the Authority and the Contractor acknowledge that any Confidential Information originating from:

a) the Authority, its servants or agents is the property of the Authority; and

b) the Contractor, its employees, servants or agents is the property of the Contractor.

13.2. The Contractor and the Authority shall procure that:

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a) any person employed or engaged by them (in connection with this Contract in the course of such employment or engagement) shall only use Confidential information for the purposes of this Contract;

b) any person employed or engaged by them in connection with this Contract shall not, in the course of such employment or engagement, disclose any Confidential information to any third party without the prior written consent of the other party;

c) they shall take all necessary precautions to ensure that all Confidential information is treated as confidential and not disclosed (save as aforesaid) or used other than for the purposes of this Contract by their employees, servants, agents or Sub-contractors; and

d) without prejudice to the generality of the foregoing neither the Authority nor the Contractor nor any person engaged by them whether as a servant or a consultant or otherwise shall use the Confidential Information for the solicitation of business from the other or from any third party.

13.3. The provisions of this Clause shall not apply to any information which:

a) is or becomes public knowledge other than by breach of this Clause; or

b) is in the possession of the recipient without restriction in relation to disclosure before the date of receipt from the disclosing party; or

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

d) is independently developed without access to the Confidential information; or

e) must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004; or

f) is required to be disclosed by a competent regulatory authority (including the Law Society or Solicitors Disciplinary Tribunal) or pursuant to any applicable rules of professional conduct.

13.4. Nothing in this Clause shall be deemed or construed to prevent the Authority from disclosing any Confidential information obtained from the Contractor:

a) to any other department, office or agency of Her Majesty’s Government (‘Crown Bodies’), provided that the Authority has required that such information is treated as confidential by such Crown Bodies and their servants, including requiring servants to enter into a confidentiality agreement prior to disclosure of the Confidential information whereupon the Authority shall have no further liability for breach of confidentiality in respect of the departments, offices and agencies. All Crown Bodies in receipt of such Confidential information shall be considered as parties to this Contract within Section 10 of the Agreements (Rights of Third Parties) Act 1999 for the purpose only of being entitled to further disclose the Confidential information to other Crown Bodies on such terms; and

b) to any Consultant, Contractor or other person engaged by the Authority in connection herewith, provided that the Authority shall have required that such information be treated as confidential by such Consultant, Contractor or other person, together with their servants, including requiring servants to enter into a confidentiality agreement prior to disclosure of the Confidential information whereupon the Authority shall have no further liability for breach of confidentiality in respect of Consultants, Contractors or other people.

13.5. Nothing in this Clause shall prevent the Contractor or the Authority from using data processing techniques, ideas and know-how gained during the performance of this Contract in the furtherance of its normal business, to the extent that this does not relate to a disclosure of

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Confidential information or an infringement by the Authority or the Contractor of any Intellectual property rights.

14. Acceptance

14.1. Where the Contract provides for the Services to be carried out to any specified standard or performance requirement, the Authority shall carry out such examination or tests of the Services, or as the Authority may reasonably consider appropriate, in order to satisfy himself that the Services have been performed to the standards or performance requirements specified in the Contract. If no such standards or performance requirements are so specified, the Authority shall nevertheless inspect or examine the Services to satisfy himself that the same have been performed to his reasonable satisfaction.

14.2. Such tests or examination shall be carried out by the Authority either at such time as may be specified or, if no time is specified, within a reasonable time after the Services have been performed. Any such examination or tests shall be carried out using the test methods, procedures and instrumentation as may be specified in the Contract, or, if none are so specified, using test methods and procedures as the Authority may reasonably require having regard to the general good practice in the industry concerned.

14.3. If the Services satisfy such tests or examination or if no such tests or examination are specified, then after the Services have been performed to the Authority’s reasonable satisfaction, the Authority will accept the Services.

14.4. If the Services do not satisfy such tests or examination or, if none are specified, are not performed to his reasonable satisfaction, then the Authority may reject the Services and require that the Contractor carry out such further improvements as may be necessary so that the Services achieve the required standard or performance requirements, or if none are specified, are performed to the Authority’s reasonable satisfaction. Once the Contractor has carried out such improvements and advised the Authority accordingly, the Authority will then at the Contractor’s cost repeat the tests or examination, and if the Services then satisfy the tests or examination or are otherwise to his reasonable satisfaction, the Authority will accept them.

14.5. If the Services do not satisfy the repeat tests or examination or, if none are specified, are not performed to the Authority’s reasonable satisfaction, then the Authority may proceed in accordance with Clause 16 Contractors Default.

15. Defects liability

15.1. The Contractor shall be responsible for a period of twelve (12) months from the acceptance of the Services, for the making good by repair, replacement or re-work of any defect in the Services which is due to any defective design (for which the Contractor is responsible), workmanship or materials.

15.2. The Authority will notify the Contractor of any defect and the Contractor shall forthwith remedy the same. All costs of making good the defect shall be borne by the Contractor, including any costs for the dismantling and re-assembly of any equipment and the transport of defective items to be returned to the Contractor and their return to the Authority.

16. Default by Contractor

16.1. If the Contractor shall be in breach of any of his obligations under the Contract, the Authority shall be entitled to give the Contractor notice in writing to forthwith remedy such breach.

16.2. If the Contractor shall fail to comply with such notice within seven (7) days of its receipt or such longer period as the Authority may allow in writing having regard to the nature of the breach, the Authority shall be entitled forthwith to terminate the Contract and either carry out himself or employ others to carry out the Services that the Contractor has not performed at the Contractor’s risk and cost.

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16.3. Upon such termination, the Authority shall be under no obligation to pay the Contractor any further sums until the whole of the Services, which were to have been provided by the Contractor under the Contract, have been completed. Upon such completion the Authority shall pay to the Contractor, or be entitled to recover from the Contractor, the difference between the sums due to the Contractor for the Services performed by the Contractor in accordance with the Contract up to the date of termination, and the costs incurred by the Authority in the completion of the Services, together with the direct damages suffered by the Authority arising out of the Contractor’s default.

17. Not used

18. Termination

Without prejudice to any other provisions of this Contract, this Contract may be terminated:

18.1. Forthwith by the Authority if the Contractor is in breach of this Contract and fails to remedy such breach within seven (7) days of receipt of notice thereof in writing or such longer period as may be reasonable in the circumstances.

18.2. Forthwith by either party if the other party becomes bankrupt or makes any composition or arrangement with his creditors or has a proposal in respect of his company for a voluntary arrangement for a composition of debts or scheme of arrangement approved in accordance with the Insolvency Act 1986 or has an application made under the Insolvency Act 1986 in respect of his company to the court for the appointment of an administrator or has a winding up order made or (except for the purposes of reconstruction) a resolution for voluntary winding up passed or a receiver or manager of his business or undertaking is duly appointed or has an administrative receiver, as defined in the Insolvency Act 1986 appointed or possession is taken by or on behalf of any creditor of any property the subject of a charge.

18.3. By the Authority giving to the Contractor at any with 30 Business Day’s prior written notice. The notice shall expire no earlier than one year after the Commencement Date.

18.4. At any time by the Authority following an event described in Clause 55.3.

18.5. Any termination of this agreement however caused shall not affect:

a) any rights or liabilities which have accrued before the time of termination; or

b) the continuance in force of any provision of this agreement which expressly or by implication is intended to come into or continue in force after termination.

19. Notices

19.1. Except as otherwise expressly provided within the contract, no notice or other communication from one party to the other shall have any validity under the Contract unless made in writing by or on behalf of the party concerned.

19.2. Any notice or other communication which is to be given by either party to the other shall be given by letter (sent by hand, first class post, recorded delivery or special delivery), or by facsimile transmission or electronic mail (confirmed in either case by letter). Such letters shall be addressed to the other party in the manner referred to in Clause 19.3. Provided the relevant communication is not returned as undelivered, the notice or communication shall be deemed to have been given two (2) Working days after the day on which the letter was posted, or four (4) hours, in the case of electronic mail or facsimile transmission or sooner where the other party acknowledges receipt of such letters, facsimile transmission or item of electronic mail.

19.3. For the purposes of Clause 47.2, the address of each party shall be:

For the Authority:

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The Pensions Regulator Napier House Trafalgar Place Brighton BN1 4DW

For the attention of: Procurement Lead

Tel: 01273 648456 Fax: 01273 648497 Email: [email protected]

For the Contractor:

[Title] [Address]

For the attention of: [ ] Tel: [ ] Fax: [ ] Email: [ ]

19.4. Either party may change its address for service by serving a notice in accordance with this Clause.

20. Costs

20.1. Each party shall bear its own costs with regard to this Contract.

21. Indemnity

21.1. The Contractor shall indemnify and keep indemnified the Authority against any liability, loss, costs, expenses, claims or proceedings whatsoever arising under any statute or at common law in respect of:

a) any loss or damage to property (whether real or personal); and

b) any injury to any person, including injury resulting in death

c) in any way arising out of the provision of the Services by the Contractor, its servants or agents except insofar as such loss, damage or injury shall have been caused by negligence on the part of the Authority, its servants or agents (not being the Contractor or employed by the Contractor).

21.2. During and after this agreement, the Contractor agrees to protect, indemnify, defend and hold harmless the Authority, and to the extent required from time to time by the Authority, its officers, agents, and employees, from and against any and all expenses, damages, claims (whether valid or invalid), suits, losses, actions, judgments, liabilities, and costs whatsoever (including legal fees on a full indemnity basis) arising out of, connected with, or resulting from, the Contractor's negligence, misrepresentation or the breach of any obligation to be performed by the Contractor under this agreement.

21.3. The Contractor shall indemnify the Authority against all liability, assessment or claim:

a) for National Insurance Contributions, income tax or other taxation obligations where such liability, assessment, or claim arises or is made in connection with payments made by the Authority in respect of the Temporary Workers while provided as such by the Contractor to the Authority; or

mailto:[email protected]

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b) arising from any such Temporary Worker having at any time claimed to have been an employee of the Authority or been otherwise engaged directly by the Authority including any claim for wrongful or unfair dismissal.

21.4. The Contractor will indemnify the Authority against all liabilities arising out of any termination of this agreement from any transfer or deemed transfer by operation of law of any of the Contractor’s employees.

21.5. The Contractor shall be responsible for deduction and payment of all tax, National Insurance Contributions and other taxes and levies in respect of persons employed by the Contractor and shall keep the Authority indemnified against all liability to make such statutory payments that may be suffered or incurred by the Authority.

21.6. The provisions of this clause 21 shall survive termination of this agreement.

22. Insurance

22.1. Without prejudice to its liability to indemnify the Authority under Clause 21 the Contractor shall throughout the duration of this Contract maintain the following insurances with a reputable insurance company:

a) third party insurance against all loss of and damage to property and injury to persons (including death) under which the cover shall not be less than £10,000,000 in respect of any one incident; and

b) professional indemnity insurance under which the cover is not less than £500,000 in respect of any one incident and shall maintain such cover for six (6) years after the end of the Contract for all claims to which this clause applies.

22.2. The Contractor shall upon request made from time to time produce to the Authority documentary evidence that the insurances required by Clauses 22.1 (a) and 22.1 (b) are properly maintained.

22.3. The Contractor shall also maintain Employer’s Liability Insurance in accordance with the Employers Liability (Compulsory Insurance) Act 1969 and such insurance policy (ies) shall incorporate a waiver of subrogation rights against the Authority.

23. Severance of terms

23.1. If any provision contained in this Contract is held by any competent authority to be invalid or enforceable in whole or in part, the validity of the other provisions contained in this Contract and the remainder of the provision in question shall not be affected thereby.

24. Entire agreement

24.1. This Contract contains or expressly refers to the entire agreement between the parties with respect to the subject matter hereof and expressly excludes any warranty, condition or other undertaking implied at law or by custom and supersedes all previous agreements and understandings between the parties, and each party acknowledges and confirms that it does not enter into this Contract in reliance on any representation warranty or other undertaking not fully reflected in the terms of this Contract.

24.2. In the event of, and only to the extent of, any conflict between the Clauses of the Contract, any document referred to in those Clauses and the Schedules, the conflict shall be resolved in accordance with the following order of precedence:

a) the Schedules; then

b) the Clauses of the Contract; then

c) any other document referred to in the Clauses of the Contract

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25. Amendments

25.1. Any amendments to this Contract shall be made in writing and signed by authorised signatories of the parties hereto.

26. Variations

26.1. In the event that the Authority shall require any reasonable alteration or addition to or omission from the Services or any part thereof (hereinafter referred to as a ‘Variation’), the Contractor shall state in writing the effect such Variation will have on the Services and what adjustment, if any, will be required to the Contract price. The Contractor shall furnish such details within fourteen (14) days of receipt of the Authority’s written request or such other period as may be agreed.

26.2. In the event that the contractor is unable to accept the Variation or where the parties are unable to agree a change in the Price, the Authority may:

a) allow the Contractor to fulfil its obligations under the contract without the variation; or

b) acting reasonably, terminate the contract with immediate effect.

26.3. The Contractor shall satisfy the Authority as to the reasonableness of the extra costs or savings resulting from Variations under the Clause.

26.4. The Contractor shall not vary the Services in any respect unless instructed in writing to do so by the Authority.

26.5. No Variation shall be binding unless it has been agreed in writing sand signed by authorised representatives of the Authority.

27. Disputes and arbitration

27.1. The parties each agree that they will attempt in good faith to resolve any claim or dispute arising out of or in connection with the Contract promptly through negotiations between their respective senior executives and management. If the matter is not resolved through negotiation then, prior to the commencement of legal proceedings, the parties will each attempt in good faith to resolve the dispute or claim by participating in an Alternative Dispute Resolution (‘ADR’) procedure which, if not otherwise agreed, will be as recommended to them by the Centre for Effective Dispute Resolution. If the matter has not been resolved by an ADR procedure within forty five (45) days of such procedure being commenced, then the matter may be dealt with through legal proceedings.

28. Health and safety

28.1. The Contractor represents and warrants to the Authority that the Contractor has satisfied himself that all necessary tests and examinations have been made or will be made prior to delivery of any Equipment to ensure that the Equipment is designed and constructed as to be safe and without risk to the health or safety of persons using the same, and that he has made available to the Authority adequate information about the use for which the Equipment has been designed and has been tested and about any conditions necessary to ensure that when put to use the Equipment will be safe and without risk to the health or safety of any individual.

28.2. The Contractor shall at all times comply with the requirements of the Health and Safety at Work Act 1974 and of any other acts, regulations, orders or rules of law pertaining to health and safety.

28.3. The Contractor shall forthwith nominate a person to be responsible for health and safety matters relating to the Contract. Whilst on the Premises, the Contractor shall ensure that its employees comply with the Authority’s general statement of safety policy and with the lawful requirements of the Authority’s health and safety representative.

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28.4. The Authority shall be able to suspend the provision of the Services or part thereof in the event of non-compliance by the Contractor with Clause 28. The Contractor shall not resume provision of the Services or such part until the Authority is satisfied that the non-compliance has been rectified.

28.5. The Contractor shall indemnify the Authority against all actions, suits, claims, demands, losses, charges, costs and expenses which the Authority may suffer or incur as a result of or in connection with any breach of Clause 28.

29. Contracts (Rights of Third Parties) Act 1999

29.1. To the extent that this Contract is expressed to confer rights or benefits on a party who is not a party to this Contract, that party shall by virtue of the Contracts (Rights of Third Parties) Act 1999, be entitled to enforce those rights as if it was a party to this Contract. For the avoidance of doubt the consent of any person other than the Authority (or the Contractor, as the case may be) is not required to vary or terminate this Contract.

29.2. Except as provided in Clause 29.1, a person who is not a party to this Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. Clause 29.2 does not affect any right or remedy of any person that exists or is available otherwise than pursuant to the Contracts (Rights of Third Parties) Act 1999.

30. Non-discrimination

30.1. The Contractor shall:

a) comply with and maintain policies to ensure that it and its sub-contractors comply with their and the Authority’s statutory obligations under the Equality Act 2010, and shall take all reasonable steps to secure that all servants, employees, or agents of the Contractor and its Sub-contractors do not unlawfully discriminate against any person in decisions to recruit, train, promote, discipline, or dismiss or in the provision of the Services (whether in relation to marital status, colour, race, gender, religious belief, sexual orientation, nationality (including citizenship), on the grounds of their disability or otherwise);

b) comply with the Authority's reasonable requirements from time to time in relation to the elimination of unlawful discrimination and promotion of equality, opportunity and good relations between persons of different racial groups to the extent necessary to ensure compliance with the provisions of the Equality Act 2010;

c) provide such information as the Authority may reasonably require for the purpose of assessing the Contractor's compliance with this Condition 30 including, if requested, recruitment advertisements or other literature and details monitoring applicants and employees;

d) exercise its duty under the Equality Act 2010 to make reasonable adjustments as defined and described in this Act;

e) observe, as far as is reasonably practicable, the Equal Opportunities Commission’s Codes of Practice for employment and equal pay as issued in 1985 and 2003 respectively, the Commission for Racial Equality’s code of practice in employment published in 2005 and the Department for Education and Employment’s code of practice for employment issued in 1996 (or any codes which replace these)

f) take all reasonable steps to procure the observance of the provisions of Clause 30.1 in the provision of the Services by all servants, employees, agents and consultants of the Contractor and its Sub-contractors.

30.2. In the event of any finding of unlawful sex, racial or disability discrimination being made against the Contractor or its Sub-contractors during the period of this Contract by any court or tribunal, or of an adverse finding in any formal investigation (in the case of sex and racial discrimination only)

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by the Equal Opportunities Commission or the Commission for Racial Equality over the same period, the Contractor shall inform the Authority of this finding forthwith and shall (but, in the event of an appeal, only after the final and unsuccessful outcome of the appellate process) take appropriate steps to the reasonable satisfaction of the Authority to prevent repetition of the unlawful discrimination.

31. Human rights

31.1. The Contractor shall comply with the Human Rights Act 1998 and any regulations or code of practice made thereunder (‘the Statutory provisions’) and in carrying out such obligations shall act as though the statutory provisions relating to public authorities applied to the Contractor and shall indemnify the Authority in respect of all actions, claims, liabilities and demands arising out of any breach by the Contractor of this Clause.

32. Environmental impact

32.1. The Contractor shall comply in all material respects with all applicable environmental laws and regulations in force from time to time in relation to the Services. Without prejudice to the generality of the foregoing, the Contractor shall promptly provide all such information regarding the environmental impact of the Services as may reasonably be requested by the Authority.

32.2. The Contractor shall meet all reasonable requests by the Authority for information evidencing compliance with the provisions of this Clause by the Contractor.

33. Intellectual property rights

33.1. All Intellectual property rights in any guidance, specifications, instructions, toolkits, plans, data, drawings, databases, patents, patterns, processes, methodology, models, designs or other material (the ‘IP materials’):

a) furnished to or made available to the Contractor by or on behalf of the Authority shall remain the property of the Authority; and

b) prepared by or for the Contractor on behalf of the Authority for use, or intended use, in relation to the performance by the Contractor of its obligations under the Contract shall belong to the Authority; and

c) the Contractor shall not, and shall ensure that the Staff shall not, (except when necessary for the performance of the Contract) without prior approval, use or disclose any Intellectual property rights in the IP materials.

33.2. The Contractor hereby assigns to the Authority, with full title guarantee, all Intellectual property rights which may subsist in the IP materials prepared in accordance with Clause 33.1(b). This assignment shall take effect on the date of the Contract or as a present assignment of future rights that will take effect immediately on the coming into existence of the Intellectual property rights produced by the Contractor. The Contractor shall execute all documentation necessary to execute this assignment.

33.3. The Contractor shall waive or procure a waiver of any moral rights subsisting in copyright produced by the Contract or the performance of the Contract.

33.4. The Contractor shall ensure that the third party owner of any Intellectual property rights that are or which may be used to perform the Contract grants to the Authority a non-exclusive licence or, if itself a licensee of those rights, shall grant to the Authority an authorised sub-licence, to use, reproduce, modify, develop and maintain the Intellectual property rights in the same. Such licence or sub-licence shall be non-exclusive, perpetual, royalty free and irrevocable and shall include the right for the Authority to sub-license, transfer, novate or assign to other Contracting authorities, the Replacement contractor or to any other third party supplying services to the Authority.

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33.5. The Contractor shall not infringe any Intellectual property rights of any third party in supplying the Services and the Contractor shall, during and after the Contract period, indemnify and keep indemnified and hold the Authority and the Crown harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Authority or the Crown may suffer or incur as a result of or in connection with any breach of this clause, except where any such claim arises from:

a) items or materials based upon designs supplied by the Authority; or

b) the use of data supplied by the Authority which is not required to be verified by the Contractor under any provision of the Contract.

33.6. The Authority shall notify the Contractor in writing of any claim or demand brought against the Authority for infringement or alleged infringement of any Intellectual property right in materials supplied or licensed by the Contractor.

33.7. The Contractor shall at its own expense conduct all negotiations and any litigation arising in connection with any claim for breach of Intellectual property rights in materials supplied or licensed by the Contractor, provided always that the Contractor:

a) shall consult the Authority on all substantive issues which arise during the conduct of such litigation and negotiations;

b) shall take due and proper account of the interests of the Authority; and

c) shall not settle or compromise any claim without the Authority’s prior written consent (not to be unreasonably withheld or delayed).

33.8. The Authority shall at the request of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Authority or the Contractor by a third party for infringement or alleged infringement of any third party Intellectual property rights in connection with the performance of the Contractor’s obligations under the Contract and the Contractor shall indemnify the Authority for all costs and expenses (including, but not limited to, legal costs and disbursements) incurred in doing so. The Contractor shall not, however, be required to indemnify the Authority in relation to any costs and expenses incurred in relation to or arising out of a claim, demand or action which relates to the matters in clause 33.5(a) or (b).

33.9. The Authority shall not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual property right by the Authority or the Contractor in connection with the performance of its obligations under the Contract.

33.10. If a claim, demand or action for infringement or alleged infringement of any Intellectual property right is made in connection with the Contract or in the reasonable opinion of the Contractor is likely to be made, the Contractor shall notify the Authority and, at its own expense and subject to the consent of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to:

a) modify any or all of the Services without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply mutates mutandis to such modified Services or to the substitute Services; or

b) procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority;

in the event that the Contractor is unable to comply with Clauses 33.10 (a) or (b) within twenty (20) Working days of receipt of the Contractor’s notification the Authority may terminate the Contract with immediate effect by notice in writing.

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33.11. The Contractor grants to the Authority a royalty-free, irrevocable and non-exclusive licence (with a right to sub-licence) to use any Intellectual property rights that the Contractor owned or developed prior to the Commencement date and which the Authority reasonably requires in order to exercise its rights and take the benefit of this Contract including the Services provided.

34. Patents, designs and copyright

34.1. The Contract Price includes all payments made or to be made to any third party in respect of any right, patent, design, trademark or copyright used for the purpose of performing the Contract.

34.2. The Contractor shall indemnify the Authority against any costs or claims arising from any infringement of any right, patent, design, trademark or copyright.

34.3. The provisions of this Clause 34 shall apply during the continuance for this contract and after its termination howsoever arising.

35. Data protection and information security

35.1. The following words and expressions shall have the meanings hereinafter mentioned:

a) ‘Data protection requirements’ mean the Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner.

b) the terms ‘Data’, ‘Personal data’, ‘Sensitive personal data’ and ‘Authority data’ shall have the meanings ascribed to them in clause 36; and

c) the terms ‘Data controller’, ‘Data processor’, ‘Data subject’, ‘Process’ and ‘Processing’ shall have the meaning prescribed under the Data Protection Act 1998.

35.2. The Contractor’s attention is hereby drawn to the Data protection requirements. The Authority and the Contractor shall observe their obligations under the Data protection requirements.

Where the Contractor pursuant to its obligations under this Contract, undertakes the Processing of personal data on behalf of the Authority, it shall:

a) carry out the Processing of personal data only in accordance with instructions from the Authority (which may be specific instructions or instructions of a general nature as set out in this Contract or as otherwise notified by the Authority to the Contractor during the Term);

b) carry out the Processing of personal data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by any applicable law or regulatory body;

c) notify the Authority within five (5) Working days if it receives:

d) a request from a Data subject to have access to that person’s Personal data; or

e) a complaint or request relating to the Authority’s obligations under the Data protection requirements;

f) provide the Authority with full cooperation and assistance in relation to any complaint or request made, including by:

g) providing the Authority with full details of the complaint or request;

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h) complying with a data access request within the relevant timescales set out in the Data protection requirements and in accordance with the Authority’s instructions;

i) providing the Authority with any Personal data it holds in relation to a Data subject (within the timescales required by the Authority); and

j) providing the Authority with any information requested by the Authority;

k) permit the Authority or its representatives (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit the Contractor’s Data processing activities (and/or those of its agents, subsidiaries and Sub-contractors) and comply with all reasonable requests or directions by the Authority to enable the Authority to verify and/or procure that the Contractor is in full compliance with its obligations under this Contract;

l) provide a written description of the technical and organisational methods employed by the Contractor for Processing personal data (within the timescales required by the Authority); and

m) not undertake the Processing of personal data outside the European economic area without the prior written consent of the Authority and, where the Authority consents to a transfer, to comply with:

n) the obligations of a Data controller under the Eighth Data Protection Principle set out in Schedule I of the Data Protection Act 1998 by providing an adequate level of protection to any Personal data that is transferred; and

o) any reasonable instructions notified to it by the Authority.

35.3. The Contractor shall comply at all times with the Data protection requirements and shall not perform its obligations under this Contract in such a way as to cause the Authority to breach any of its applicable obligations under the Data protection requirements.

35.4. The Authority may from time to time serve on the Contractor an Information notice requiring the Contractor within such time and in such form as is specified in the Information notice, to furnish to the Authority such information as the Authority may reasonably require relating to:

a) compliance by the Contractor with the Contractor’s obligations under this Contract in connection with the Processing of personal data; and/or

b) the rights of Data subjects, including but not limited to subject access rights.

35.5. The Contractor will allow its data processing facilities, procedures and documentation to be submitted for scrutiny by the Authority or its auditors in order to ascertain compliance with the relevant laws of the United Kingdom and the terms of this Contract.

35.6. With respect to the parties’ rights and obligations under this Contract, the parties acknowledge that, except where otherwise agreed, the Authority is the Data controller and the Contractor is the Data processor. Where the Contractor wishes to appoint a Sub-contractor to assist it in providing the Services and such assistance includes the Processing of personal data on behalf of the Authority, then, subject always to compliance by the Contractor with the provisions relating to the appointment of Sub-contractors, the Authority hereby grants to the Contractor a delegated authority to appoint on the Authority’s behalf such Sub-contractor to undertake the Processing of personal data provided that the Contractor shall notify the Authority in writing of such appointment and the identity and location of such Sub-contractor. The Contractor warrants that such appointment shall be on substantially the same terms with respect to Data protection requirements as are set out in this Contract.

35.7. Save as set out in this Clause, any unauthorised Processing, use or disclosure of Personal data by the Contractor is strictly prohibited.

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35.8. The Contractor shall be liable for and shall indemnify (and keep indemnified) the Authority against each and every action, proceeding, liability, cost, claim, loss, expense (including reasonable legal fees and disbursements on a solicitor and Authority basis) and demands incurred by the Authority which arise directly or in connection with the Contractor’s data Processing activities under this Contract, including without limitation those arising out of any third party demand, claim or action, or any breach of contract, negligence, fraud, wilful misconduct, breach of statutory duty or non-compliance with any part of the Data protection requirements by the Contractor or its employees, servants, agents or Sub-contractors.

36. Data security

36.1. This Clause sets out the specific data security requirements under the Contract.

36.2. The Authority and the Contractor shall take appropriate technical and organisational measures as are necessary to comply with the Seventh Data Protection Principle as provided by Part 1 of the Data Protection Act 1998 to protect against unauthorised and unlawful processing of Personal data (as defined in Section 1(1) of the Data Protection Act 1998) and against accidental loss of, or damage to, Personal data.

36.3. ‘Data’ shall mean information which:

a) Is being processed by means of equipment operating automatically in response to instructions given for that purpose;

b) Is recorded with the intention that it should be processed by means of such equipment;

c) Is recorded as part of a relevant filing system or with the intention that it should form part of a relevant filing system;

d) Forms part of an accessible record as defined by Section 68 of the Data Protection Act 1998,

36.4. ‘Personal data’ shall mean:

a) Information about a living, identifiable individual;

b) Information that relates to that individual;

c) Information that is part of a health record created by a health professional and directly related to the treatment of an individual;

d) Information that is part of an education record relating to a school pupil or further education student and processed by an education authority;

e) Information that is part of a record held by Scottish Homes or a local authority regarding a tenant;

f) Information that is part of a social work case file;

g) Information that is held or intended to be held electronically;

h) Information that is held in an easily retrievable form ie an indexed folder which allows you to go straight to a particular piece of information;

i) Information that is semi-structured personal data ie it is organised but in a very basic way;

j) Information that is held by a university.

36.5. ‘Sensitive personal data’ shall mean personal data consisting of information as to:

a) The racial or ethnic origin of the data subject;

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b) Their political opinions;

c) Their religious beliefs or other beliefs of a similar nature;

d) Whether they are a member of a trade union (within the meaning of the 1992 c. 52. Trade Union and Labour Relations (Consolidation) Act 1992)

e) Their physical or mental health condition;

f) Their sexual life;

g) The commission or alleged commission by them of any offence;

h) Any proceedings for any offence committed or alleged to have been committed by them, the disposal of such proceedings or the sentence of any court in such proceedings.

36.6. ‘Confidential information’ shall mean any information, however it is conveyed, received by either party from the other that relates to the business, affairs, developments, trade secrets, Know-how, personnel and suppliers of either party, including Intellectual property rights, together with all information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as ‘confidential’ or which ought to reasonably be considered to be confidential.

36.7. ‘Authority data’ shall mean:

a) Any Authority data or information under the conditions of a Confidentiality agreement;

b) Any Authority data or information under the conditions of a Non-disclosure agreement;

c) Any Authority data or information that is covered by a legally binding Agreement or agreement;

d) Any Authority data or information that has not been reduced to writing but that can be associated with a specific Authority project , business strategy or business operations;

e) Any Authority data or information that is by its nature confidential or sensitive.

36.8. Principles of security

a) The Contractor acknowledges that the Authority places great emphasis on confidentiality, integrity and availability of information and consequently on the security of the Premises and the security for the Contractor’s systems. The Contractor also acknowledges the confidentiality of Authority data and shall ensure that no Authority data is copied to (including but not limited to) media, laptops, CD, DVD, USBs, external hard drives or email other than is necessary under the Contract.

b) The Contractor shall at all times ensure that the level of security employed in the provision of the Services is appropriate to maintain the following at acceptable risk levels:

i. loss of integrity of Authority data;

ii. loss of confidentiality of Authority data;

iii. unauthorised access to, use of, or interference with Authority data by any person or organisation;

iv. unauthorised access to remote access connections used by the Contractor in the provision of the Services;

v. use of the Contractor services by any third party in order to gain unauthorised access to any computer resource or Authority data.

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36.9. Authority data

a) The Contractor shall not store, copy, disclose, or use the Authority data except as necessary for the performance by the Contractor of its obligations under this Contract or as otherwise expressly authorised in writing by the Authority.

b) The Contractor will take all measures to avoid any and all data loss and data corruption during the provision of the Services in accordance with good industry practice.

c) If at any time the Contractor suspects or has reason to believe that Authority data has or may become corrupted, lost or sufficiently degraded in any way for any reason, then the Contractor shall notify the Authority immediately and where such corruption, loss or degradation is due to the failure of the Contractor to comply with Clause 36.5 (b) inform the Authority of the remedial action the Contractor proposes to take.

36.10. Protection of personal data

a) With respect to the parties' rights and obligations under this Contract, the parties agree that the Authority is the Data controller and that the Contractor is the Data processor.

The Contractor shall:

i. Process the Personal data only in accordance with instructions from the Authority (which may be specific instructions or instructions of a general nature as set out in this Schedule or as otherwise notified by the Authority to the Contractor during the Term);

ii. Process the Personal data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by law or any regulatory body;

iii. implement appropriate technical and organisational measures to protect the Personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful Processing, accidental loss, destruction or damage to the Personal data and having regard to the nature of the Personal data which is to be protected;

iv. take reasonable steps to ensure the reliability of any Contractor personnel who have access to the Personal data;

v. obtain prior written consent from the Authority in order to transfer the Personal data to any Sub-contractors for the provision of the Services;

vi. ensure that all Contractor personnel required to access the Personal data are informed of the confidential nature of the Personal data;

vii. ensure that none of Contractor personnel publish, disclose or divulge any of the Personal data to any third party unless directed in writing to do so by the Authority;

viii. not Process personal data outside the European economic area without the prior written consent of the Authority and, where the Authority consents to a transfer, to comply with:

ix. the obligations of a Data controller under the Eighth Data Protection Principle set out in Schedule 1 of the Data Protection Act 1998 by providing an adequate level of protection to any Personal data that is transferred; and

x. any reasonable instructions notified to it by the Authority.

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b) The Contractor shall comply at all times with the Data protection legislation and shall not perform its obligations under this Contract in such a way as to cause the Authority to breach any of its applicable obligations under the Data protection requirements.

36.11. Breach of security

a) Either party shall notify the other immediately upon becoming aware of any breach of security including, but not limited to an actual, potential or attempted breach, or threat to, security.

b) Upon becoming aware of any of the circumstances referred to in paragraph 36.7 (a), the Contractor shall:

i. immediately take all reasonable steps necessary to prevent an equivalent breach in the future.

ii. such steps shall include any action or changes reasonably required by the Authority. In the event that such action is taken in response to a breach that is determined by the Authority acting reasonably not to be covered by the obligations of the Contractor under this Agreement, then the Contractor shall be entitled to refer the matter to an Agreement Change Procedure.

iii. as soon as reasonably practicable provide to the Authority full details (using such reporting mechanism as may be specified by the Authority from time to time) of such actual, potential or attempted breach and of the steps taken in respect thereof.

37. Freedom of Information Act 2000 (FoIA)

37.1. The Contractor acknowledges that the Authority is subject to the requirements of the FoIA and the Environmental Information Regulations and shall assist and cooperate with the Authority (at the Contractor’s expense) to enable the Authority to comply with these Information disclosure requirements.

37.2. The Contractor shall and shall procure that its Sub-contractors shall:

a) transfer all Requests for information to the Authority as soon as practicable after receipt and in any event within two (2) Working days of receiving a Request for information;

b) provide the Authority with a copy of all Information in its possession or power in the form that the Authority requires within five (5) Working days (or such other period as the Authority may specify); and

c) provide all necessary assistance as reasonably requested by the Authority to enable it to respond to a Request for information within the time for compliance set out in Section 10 of the FoIA or Regulation 5 of the Environmental Information Regulations.

37.3. The Authority shall be responsible for determining at its absolute discretion whether the Commercially sensitive information and/or other Information:

a) is exempt from disclosure in accordance with the provisions of the FoIA or the Environmental Information Regulations; and

b) is to be disclosed in response to a Request for information.

c) in no event shall the Contractor respond directly to a Request for information unless expressly authorised to do so by the Authority.

37.4. The Contractor acknowledges that the Authority may, acting in accordance with the Department for Constitutional Affairs’ code of practice on the Discharge of Functions of Public Authorities under Part I of the Freedom of Information Act 2000, be obliged under the FoIA or the Environmental Information Regulations to disclose Information:

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a) without consulting with the Contractor; or

b) following consultation with the Contractor and having taken its views into account.

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

37.6. The Contractor acknowledges that any lists or schedules provided by it outlining Confidential information are of indicative value only and that the Authority may nevertheless be obliged to disclose Confidential information in accordance with Clause 13.

38. Insolvency

38.1. The Authority may at any time by notice in writing summarily terminate the Contract without compensation to the Contractor in any of the following events:

a) if the Contractor, being an individual, or, where the Contractor is a firm, any partner in that firm shall at any time become bankrupt, or shall have a receiving order, administration order or interim order made against him, or shall make any composition or scheme of arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of this creditors, or shall purport to do so; or

b) if the Contractor being a company shall pass a resolution or the court shall make an order, that the company shall be wound up (except for the purpose of amalgamation or reconstruction), or if an administrative receiver on behalf of a creditor shall be appointed, or if the court shall make an administration order, or if circumstances shall arise which entitle the court or creditor to appoint an administrative receiver or which entitle the court to make a winding-up order or administration order;

c) provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall accrue thereafter to the Authority.

39. Publicity

39.1. The Contractor shall not advertise or publicly announce that it is supplying goods or undertaking work for the Authority without the prior consent of the Authority, such consent not to be unreasonably withheld.

39.2. Each party shall ensure that, except as may be required by law or any regulatory authority, neither it nor any of its employees, agents or contractors shall make, or cause to be made, (whether to the employees, customers, suppliers, public, press or otherwise) any communication, media statement, announcement or other disclosure whatsoever, whether written or oral, about the other party to this agreement, the existence of this agreement or any matter referred to in this agreement without the other party's prior written consent to its contents.

40. Anti-corruption/corrupt gifts or payments

40.1. The Contractor shall not:

a) offer or give or agree to give any person in Her Majesty’s Service any gift or consideration of any kind as an inducement or reward for doing, forbearing to do, or for having done or forborne to do any act in relation to the obtaining or execution of this Contract or any other contract for Her Majesty’s Service or for showing favour or disfavour to any person in relation to this or any other contract for Her Majesty’s Service;

b) enter into this Contract or any other contract with Her Majesty’s Service in connection with which commission has been paid or agreed to be paid by him or on his behalf, or to his knowledge, unless before this Contract is made particulars of any such commission and of

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the terms and conditions of any agreement for the payment thereof have been disclosed in writing to the Authority.

c) Any breach of Clause by the Contractor or by anyone employed by him or acting on his behalf (whether with or without the knowledge of the Contractor) or the commission of any offence by the Contractor or by anyone employed by him or acting on his behalf under the Bribery Act 2010, in relation to this Contract or any other contract with Her Majesty’s Service shall entitle the Authority to terminate this Contract and recover from the Contractor the amount of any loss resulting from such termination and/or to recover from the Contractor the amount or value of any such gift, consideration or commission.

d) Any dispute, difference or question arising in respect of the interpretation of this Clause, the right of the Authority to terminate this Contract or the amount or value of any such gift, consideration or commission shall be decided by the Authority, whose decision shall be final and conclusive.

41. Agency

41.1. The Contractor is not and shall in no circumstances hold itself out as being the agent of the Authority, otherwise in circumstances expressly permitted by the Contract.

42. Whistle-blowing

42.1. The Contractor confirms that the Corporate secretariat to the Authority is authorised as a person to whom the Contractor's staff may make a qualifying disclosure under the Public Interests Disclosure Act 1998 and declare that any of its staff making a protected disclosure (as defined by the said Act) shall not be subjected to any detriment. The Contractor further declares that any provision in an agreement purporting to preclude a member of its staff from making a protected disclosure is void.

43. Official Secrets Acts Official Secrets Acts 1911 to 1989, S182 of the Finance Act 1989

43.1. The Contractor shall comply with, and shall ensure that persons employed by him, comply with, the provisions of:

a) The Official Secrets Acts 1911 to 1989; and

b) Section 182 of the Finance Act 1989.

43.2. In the event that the Contractor or persons employed by him, fails to comply with this Clause, the Authority reserves the right to terminate the Contract by giving notice in writing to the Contractor.

44. Virus protection

44.1. Contractors are required to have in place fully operational, effective, appropriate and up-to-date virus protection measures to minimise the risk of infections, loss or damage to any of the Authority’s data. They must also minimise the risks of propagation and onward transmission of any virus. The measures must include regular and appropriate awareness programmes for staff on virus protection measures. Contractors must describe the virus protection measures in place. Contractors must notify the Authority immediately of:

a) any virus infections that occur in any locations where the Authority's data is processed/stored;

b) the damage caused to the Authority's data; and

c) the actions that have been taken to eradicate the virus.

44.2. Contractors must describe the arrangements by which they will provide this information.

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45. Precedence of conditions

45.1. Any conditions which the Contractor may seek to impose and which in any way add to, vary or contradict this Contract shall be excluded and not form part of the Contract, unless each of such condition has been specifically agreed to in writing by the Authority.

46. Waiver

46.1. No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of the Contract shall either be or be deemed to be a waiver or in any way prejudice any right of that party under the Contract.

46.2 A waiver of any Default shall not constitute a waiver of any subsequent default.

47. Counterparts

47.1. This Contract may be executed in several counterparts each of which shall be deemed an original and all of which shall constitute one and the same instrument.

48. Audit access

48.1. The Contractor shall keep or cause to be kept full and accurate records of the Works and all Services performed under the Contract for seven (7) years after completion of the Services.

48.2. The Contractor shall grant to the Authority, any statutory auditors of the Authority and their respective authorised agents the right of reasonable access to the records referred to in Clause 48.1 and/or any premises of the Contractors and shall provide all reasonable assistance at all times during the currency of this Contract for the purposes of carrying out an audit of the Contractor’s compliance with this Contract including all activities, charges, performance, security and integrity in connection therewith. The Contractor shall be repaid any reasonable expenses incurred in giving any such reasonable assistance pursuant to Clause 48.2.

48.3. Without prejudice to the foregoing, in the event of an investigation into suspected fraudulent activity or other impropriety by the Contractor or any third party the Authority and their respective authorised agents shall have the right of immediate access to the records and/or any Contractor’s premises described in Clause 48.1 and 48.2 and the Contractor agrees to render all necessary assistance to the conduct of such investigation at all times during the currency of this Contract or at any time thereafter. For the avoidance of doubt, the Contractor shall only be repaid its reasonable expenses incurred in giving assistance pursuant to this clause 48.3 in the event that a result of any investigation reveals no fraudulent activity or other impropriety by the contractor, its servants, agents or Sub-Contractors.

49. Not used

50. Not used

51. Not used

52. Force Majeure

52.1. Neither party shall be liable to the other for any failure to perform its obligations under the Contract for so long as and to the extent that such performance is rendered impossible by circumstances beyond its control, provided that:

a) the Contractor shall use its best endeavours to fulfil its obligations under the Contract; and

b) the party affected by the Force Majeure shall as soon as reasonably practicable serve notice on the other party specifying the circumstances of the Force Majeure event. .

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52.2. If the Force Majeure event is such as to prevent or substantially delay the future performance of the Contract the Authority may terminate the Contract by written notice to the Contractor but shall pay the Contractor such reasonable sum as may be agreed between the parties in respect only of the expenditure actually incurred and commitments entered into by the Contractor in the performance of the Contract up to the date of the Force Majeure event which have not been covered by the payments already made to the Contractor.

53. Law

53.1. Unless otherwise agreed in writing between the parties this Contract shall be governed by and construed in accordance with English law and the Contractor hereby irrevocably submits to the jurisdiction of the English courts. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the Authority to taken proceedings against the Contractor in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

54. Data quality

54.1. The Contractor shall ensure the information it provides to the Authority from its own sources is accurate and shall use all reasonable endeavours to ensure the information it provides to the Authority from third parties is accurate.

55. Conflicts of interest

55.1. The Contractor shall disclose to the Authority’s representative any actual or potential conflict of interest arising from the Contractor’s provision of the Services as soon as is reasonably practical after becoming aware that such actual or potential conflict exists.

55.2. Should the parties be unable to either remove the conflict of interest and/or to alleviate its effect the Authority shall have the right to terminate the Contract in accordance with its provisions.

55.3. The Contractor shall immediately notify the Authority’s representative of any circumstances giving rise to or potentially giving rise to conflicts of interest relating to the Contractor (including without limitation its reputation and standing) and/or the Authority of which it is aware or anticipates may justify the Authority taking action to protect its interests.

56. Not used

57. Not used

58. Not used

59. Estimated requirements

59.1. Any estimate of demand given to the Contractor is for guidance only and shall not form part of the Contract.

59.2. Any such estimates, if identified in the Contract documentation are liable to amendment. The Authority’s final requirement shall be as identified in its official orders.

60. Services

60.1. The Contractor agrees to search, in the Territory, for Workers for the Authority as, Temporary and/or Permanent Workers who meet the Authority's minimum qualifications and other criteria for the Actual Vacancies.

60.2. The Contractor shall only take instructions from only the Authority's HR Department. The Contractor agrees that it shall not provide any information about Workers, by any means, to any

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other department or staff of the Authority, without the express prior written authorisation of a representative of the Authority's HR Department. If the Contractor does not comply with this clause, the Authority shall not be liable to pay any fees relating to any appointment by the Authority arising from the unauthorised contact or referral.

60.3. The Contractor agrees to Screen all Workers and Introduce to the Authority only Workers who meet the minimum criteria for the position as set out by the Authority in accordance with clause 60.10 have an interest in the positions for which they are introduced and have the right to work in the Territory. In particular, the Contractor shall comply with the Immigration Asylum and Nationality Act 2006 as amended from time to time and other relevant UK legislation or equivalent legislation in the relevant territory as well as any regulations regarding the reporting of labour movements, concealed employment and the employment of foreign workers.

60.4. After receiving the express written authorisation of a representative of the Authority's HR Department, the Contractor may contact the Authority's HR Department by telephone or e-mail if the Contractor believes it has a Worker who would be of interest (Speculative Application). If the Contractor introduces to the Authority a Temporary Worker or Permanent Worker for a position which is an Actual Vacancy and the Authority appoints the Temporary Worker or Permanent Worker to a different position, the Introduction Fee shall be charged as a Speculative Application.

60.5. The Contractor agrees that it will not during the term of this agreement and for three months following its termination (however caused) solicit any Worker for another person or for itself from the Authority, being a Worker who has in the previous 12 months been Introduced by the Contractor to the Authority, except for any Worker who applies for a position in response to a public advertisement placed by the Contractor or its other Authorities as part of a Retained Search.

60.6. The Authority appoints the Contractor as a supplier in the Territory for the term of this agreement, but is under no obligation or duty to use the Contractor to perform any services, except as the Authority may request. Further, the Authority retains the right in its absolute discretion to contract for similar recruitment services with other suppliers in respect of the Field or otherwise.

60.7. If the Authority requests the Contractor to provide services beyond the scope of the services set out in this agreement, the Agency shall promptly provide a written quotation for its fees for that work before it undertakes such work. The Contractor shall not start such additional work without the prior written consent of the Authority.

60.8. When making a request for the provision of a Temporary Worker or Permanent Worker to perform certain services (Assignment), the Authority will give the Contractor details of:

a) the date on which the Authority requires the Worker to commence work and the duration, or likely duration, of the work;

b) the position which the Authority seeks to fill, including the type of work the Worker in that position would be required to do, the location at which, and the hours during which, the Worker would be required to work, and any risk to health or safety known to the Authority and what steps the Authority has taken to prevent or control such risks;

c) the experience, training, qualifications and any authorisation which the Authority considers are necessary, or which are required by law, or by any professional body, for the Worker to possess in order to work in the position;

d) any expenses payable by or to the Worker;

e) in the case of a Temporary Worker or Permanent Worker:

i. the fees or rate of remuneration and any other benefits which the Authority would offer to a Worker in the position which it seeks to fill, and the intervals at which the Worker would be paid; and

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ii. the terms of the contract or where applicable, the length of notice which a Worker in such a position would be required to give, and entitled to receive, to terminate the engagement or employment with the Authority.

60.9. The Contractor shall, where relevant, inform the Authority whether it holds a Valid Opt Out for each Worker whom it Introduces to the Authority.

60.10. The Authority reserves the right to instruct multiple agencies to conduct a search for an Actual Vacancy for a Temporary Worker or Permanent Worker. Where different agencies both provide the same Temporary Worker or Permanent Worker for an Actual Vacancy and it cannot be determined who submitted the Worker’s details first to the Authority, the Authority shall contract with the agency that has the lowest Introduction Fee. Where both agencies have the same Introduction Fee the Worker shall select the agency they wish to represent them.

60.11. The parties shall conduct meetings regularly to review the services provided by the Contractor. Any resulting changes agreed to the services, remuneration or any other aspect of the agreement shall be confirmed in writing. Otherwise, the previous arrangements shall apply.

61. The Pensions Act 2004– Section 82 82 Restricted information

61.1. Restricted information must not be disclosed-

a) by the regulator, or

b) by any person who receives the information directly or indirectly from the regulator.

61.2. Subsection (1) is subject to-

a) subsection (3), and

b) sections 71(9), 83 to 88 and 235.

61.3. Subject to section 88(4), restricted information may be disclosed with the consent of the person to whom it relates and (if different) the person from whom the regulator obtained it.

61.4. For the purposes of this section and sections 83 to 87, ‘restricted information’ means any information obtained by the regulator in the exercise of its functions which relates to the business or other affairs of any person, except for information-

a) which at the time of the disclosure is or has already been made available to the public from other sources, or

b) which is in the form of a summary or collection of information so framed as not to enable information relating to any particular person to be ascertained from it.

61.5. Any person who discloses information in contravention of this section is guilty of an offence and liable-

a) on summary conviction, to a fine not exceeding the statutory maximum;

b) on conviction on indictment, to a fine or imprisonment for a term not exceeding two (2) years, or both.

62. Expenses

62.1. Claims for expenses should be shown where applicable as a separate item as part of the invoice submitted to the Authority for payment within 6 months of the date of the receipt. A detailed breakdown of all actual expenses claimed must be included. Estimates will not be paid, supporting documentation (including receipts) will be required.

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62.2. All expenses claimed must be actual and charged at cost. Standard class rail travel only is chargeable. First class travel for either rail or air will require prior approval and will only be agreed in exceptional circumstances. Mileage is chargeable at 40p per mile. In the unlikely event of accommodation being required, the Authority will pay the nightly rate of £80.00 bed and breakfast for an outer London hotel and £115.00 for London hotels.

63. Transparency

63.1. The parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions for the FOIA, the content of the Contract is not Confidential Information. The Authority shall be responsible for determining in its absolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of the FOIA. Notwithstanding any other term of this Contract, the Contractor hereby gives his consent for the Authority to publish the Contract in its entirety, (but with any information which is exempt from disclosure in accordance with the provisions of the FOIA redacted) including from time to time agreed changes to the contract, to the general public.

63.2. The Authority may consult with the Contractor to inform its decision regarding any exemptions and redactions but the Authority shall have the final decision in its absolute discretion.

63.3. The Contractor shall assist and cooperate with the Authority to enable the Authority to publish this agreement.

64. Introduction Fee

64.1. The Authority shall pay the Contractor an Introduction Fee in respect of Temporary Workers or Permanent Workers, calculated on the following basis, as a percentage of the Basic Remuneration as defined below in clause 64.2:

Basic Remuneration levels Introduction Fee %

Director (>£80K p.a.) 18%

Business Leader (£47 - £85K p.a.) 15%

Manager (£37K - £65K p.a.) 15%

Technical Specialist (£40K - £102K p.a.) 15%

Adviser (£20 - £40K p.a.) 10%

Co-ordinator (<£20K p.a.) 8%

64.2. All Introduction Fees are, in the case of a Temporary Worker or Permanent Worker, a percentage of the first year's annual base fee or salary (or if the contract is for a fixed period of less than one year, the base fee or salary for that period, for example, six months) agreed with the Temporary Worker or Permanent Worker on his engagement or employment, exclusive of any overtime, bonuses, incentives, stocks or other payments or benefits (Basic Remuneration).

64.3. The Introduction Fee shall be payable if, within six months of the Introduction Date in the case of an Actual Vacancy and three months of the Introduction Date in the case of a Speculative Application, the Authority employs a Temporary Worker in the same role in a permanent capacity without, a general advertisement, or advertisement of internal vacancy, or other form of

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recruitment media placed on the Authority's behalf, or allowing other candidates to apply. The Introduction Fee shall not be payable where the Temporary Worker who has been introduced to the Authority by the Contractor applies directly to the Authority for employment or otherwise directly offers his services to the Authority where such application or offer is in response to a general advertisement, or list of internally advertised vacancies or other form of recruitment media placed on the Authority's behalf or otherwise.

64.4. If the employment of a Permanent or Temporary Worker is for any reason terminated within the following period(s) from his start date of work, the Contractor shall make immediately the following refunds of the Introduction Fee:

Refund Event No.

Refund Event % of Contract Price

rebate due to the Authority:

1 The appointed candidate leaves TPR employment of his/her own accord within 1 month of commencing employment.

100%

2 The appointed candidate leaves TPR employment of his/her own accord within 3 months of commencing employment.

50%

3 The appointed candidate leaves TPR employment of his/her own accord within 6 months of commencing employment.

30%

4 The appointed candidate’s performance is unsatisfactory such that TPR determines that the candidate has not successfully completed their 3 month probation period.

70%

5 The appointed candidate is found to have been charged with a criminal offence prior to appointment and is subsequently convicted, or was convicted of a criminal offence prior to appointment.

100%

64.5. The Contractor may invoice the Authority an Introduction Fee for any Temporary Worker or Permanent Worker at any time after that Worker's start date for the Authority, or at such times and portions as may be agreed by the parties in the case of Retained Search Introduction Fees, and the Authority will pay each invoice no later than 30 Business Days following its receipt by the Authority.

64.6. Any bonus paid, (if applicable), to any Temporary Worker or Permanent Worker at any time in respect of the services they are providing to the Authority, shall be non-commissionable.

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65. Advertising costs

65.1. Any advertising that is requisitioned and approved by the Authority as part of a Retained Search will be invoiced at the net cost price to the Authority after a fair reduction for any volume discounts receivable by the Contractor.

66. Warranties and Undertakings

66.1. The Contractor warrants that it has the necessary expertise to provide the services contemplated in this agreement and will perform them in keeping with the highest professional business standards by using appropriately qualified, experienced and trained personnel.

66.2. The Contractor will comply with all relevant statutory requirements and regulations which apply in respect of the introduction and supply of Workers and any other services which the Contractor provides to the Authority under this agreement.

66.3. Each party warrants that it has full capacity and authority to enter into and perform this agreement.

67. Non-solicitation

67.1. The parties agree that neither of them will either on their own account or in partnership or association with any person, firm, company or organisation, or otherwise and whether directly or indirectly during, or for a period of six months from, the end of the term of this agreement, solicit or entice away or attempt to entice away or authorise the taking of such action by any other person, any key executive of the other party who has worked on the services provided under this agreement at any time during the term of this agreement.

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The Parties have indicated their acceptance of this agreement by executing it below.

EXECUTION:

Signed for and on behalf of The Pensions Regulator:

Signature:

Print name:

Position:

Date:

Signed for and on behalf of ……………………….. :

Signature:

Print name:

Position:

Date:

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