DATED

------------

SERVICES AGREEMENT

between

PARTY 1

and

PARTY 2
CONTENTS
CLAUSE
1. Interpretation ................................................................................................................. 1
2. Commencement and duration ........................................................................................ 4
3. [TUPE............................................................................................................................ 4
4. Supplier's responsibilities .............................................................................................. 4
5. Customer's obligations .................................................................................................. 5
6. Non-solicitation ............................................................................................................. 6
7. Change control .............................................................................................................. 6
8. Charges and payment .................................................................................................... 7
9. Intellectual property rights ............................................................................................ 8
10. [Compliance with laws and policies ............................................................................ 10
11. [Data protection and data processing ........................................................................... 11
12. Confidentiality ............................................................................................................. 12
13. Limitation of liability .................................................................................................. 12
14. Termination ................................................................................................................. 13
15. Consequences of termination ...................................................................................... 15
16. Force majeure .............................................................................................................. 15
17. Assignment and other dealings .................................................................................... 17
18. Variation ...................................................................................................................... 17
19. Waiver ......................................................................................................................... 17
20. Rights and remedies .................................................................................................... 17
21. Severance .................................................................................................................... 17
22. Entire agreement .......................................................................................................... 18
23. Conflict ........................................................................................................................ 18
24. No partnership or agency............................................................................................. 18
25. Third party rights ......................................................................................................... 18
26. Notices ......................................................................................................................... 19
27. Counterparts ................................................................................................................ 19
28. Multi-tiered dispute resolution procedure ................................................................... 20
29. Governing law ............................................................................................................. 21
30. Jurisdiction .................................................................................................................. 21

SCHEDULE

SCHEDULE 1 SERVICES DETAILS........................................................................................... 22

SCHEDULE 2 CHARGES, COSTS AND PAYMENT ...................................................................... 23

SCHEDULE 3 [MANDATORY POLICIES ] ................................................................................. 24

SCHEDULE 4 TUPE ON ENTRY .............................................................................................. 25

1. TUPE on entry ............................................................................................................. 25
2. List of Employees ........................................................................................................ 29
THIS AGREEMENT is dated [DATE]

PARTIES

(1) [FULL COMPANY NAME] incorporated and registered in England and Wales with
company number [NUMBER] whose registered office is at [REGISTERED OFFICE
ADDRESS] (Supplier).

(2) [FULL COMPANY NAME] incorporated and registered in England and Wales with
company number [NUMBER] whose registered office is at [REGISTERED OFFICE
ADDRESS] (Customer).

BACKGROUND

(A) The Supplier is in the business of providing [DESCRIBE SERVICES].

(B) The Customer wishes to obtain and the Supplier wishes to provide the services on the
terms set out in this agreement.

AGREED TERMS

1. INTERPRETATION
The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions.
[Affiliate: any entity that directly or indirectly controls, is controlled by, or is under
common control with another entity.]
Applicable Laws: all applicable laws, statutes, regulations [and codes] from time to
time in force.
Business Day: a day other than a Saturday, Sunday or public holiday in England
when banks in London are open for business.
Business Hours: the period from [9.00 am to 5.00 pm] on any Business Day.
Change Order: has the meaning given in clause 7.1.
Charges: the sums payable for the Services, as set out in Schedule 2.
control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the
expression change of control shall be construed accordingly.
Customer's Equipment: any equipment, including tools, systems, cabling or
facilities, provided by the Customer, its agents, subcontractors or consultants which is
used directly or indirectly in the supply of the Services including any such items
specified in Schedule 1.
Customer Materials: all documents, information, items and materials in any form,
whether owned by the Customer or a third party, which are provided by the Customer

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 to the Supplier in connection with the Services, including the items provided pursuant
to clause 5.1(d).
[Data Controller: has the meaning set out in section 1(1) of the Data Protection Act
1998.]
[Data Subject: an individual who is the subject of Personal Data.]
Deliverables: any output of the Services to be provided by the Supplier to the
Customer as specified in Schedule 1 [and any other documents, products and
materials provided by the Supplier to the Customer in relation to the Services
(excluding the Supplier's Equipment)].
Intellectual Property Rights: patents, [utility models,] rights to inventions,
copyright and [neighbouring and] related rights, [moral rights,] trade marks [and
service marks], business names and domain names, rights in get-up [and trade dress],
goodwill and the right to sue for passing off [or unfair competition], rights in designs,
[rights in computer software,] database rights, rights to use, and protect the
confidentiality of, confidential information (including know-how [and trade secrets])
and all other intellectual property rights, in each case whether registered or
unregistered and including all applications and rights to apply for and be granted,
renewals or extensions of, and rights to claim priority from, such rights and all similar
or equivalent rights or forms of protection which subsist or will subsist now or in the
future in any part of the world.
[Mandatory Policies: the Customer's business policies [and codes] [attached OR
listed] in Schedule 3, as amended by notification to the Supplier from time to time.]
Milestones: a date by which a part of the Services is to be completed, as set out in
Schedule 1.
[Personal Data: has the meaning set out in section 1(1) of the Data Protection Act
1998 and relates only to personal data, or any part of such personal data, in respect of
which the Customer is the Data Controller and in relation to which the Supplier is
providing services under this agreement.]
[Processing and process: have the meaning set out in section 1(1) of the Data
Protection Act 1998.]
Services: the services as set out in Schedule 1[, including services which are
incidental or ancillary to such services].
Supplier's Equipment: any equipment, including tools, systems, cabling or
facilities, provided by the Supplier to the Customer and used directly or indirectly in
the supply of the Services including any such items specified in Schedule 1 but
excluding any such items which are the subject of a separate agreement between the
parties under which title passes to the Customer.
VAT: value added tax chargeable under the Value Added Tax Act 1994.

1.2 Clause, Schedule [and paragraph] headings shall not affect the interpretation of this
agreement.

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1.3 A person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality).

1.4 The Schedules form part of this agreement and shall have effect as if set out in full in
the body of this agreement. Any reference to this agreement includes the Schedules.

1.5 A reference to a company shall include any company, corporation or other body
corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural
and in the plural shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a
reference to the other genders.

1.8 This agreement shall be binding on, and enure to the benefit of, the parties to this
agreement and their respective personal representatives, successors and permitted
assigns, and references to any party shall include that party's personal representatives,
successors and permitted assigns.

1.9 A reference to a statute or statutory provision is a reference to it as [amended,

extended or re-enacted from time to time OR it is in force as at the date of this
agreement].

1.10 A reference to a statute or statutory provision shall include all subordinate legislation
made [from time to time OR as at the date of this agreement] under that statute or
statutory provision.

1.11 A reference to writing or written includes [fax and] email.

1.12 Any obligation on a party not to do something includes an obligation not to allow that
thing to be done.

1.13 A reference to this agreement or to any other agreement or document referred to in

this agreement is a reference of this agreement or such other agreement or document
as varied or novated (in each case, other than in breach of the provisions of this
agreement) from time to time.

1.14 References to clauses and Schedules are to the clauses and Schedules of this
agreement and references to paragraphs are to paragraphs of the relevant Schedule.

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1.15 Any words following the terms including, include, in particular, for example or
any similar expression shall be construed as illustrative and shall not limit the sense
of the words, description, definition, phrase or term preceding those terms.

2. COMMENCEMENT AND DURATION

2.1 This agreement shall commence on [[DATE] OR the date when it has been signed by
all the parties] and shall continue, unless terminated earlier in accordance with clause
14, until [[DATE] OR the [first] anniversary of the [date OR commencement] of this
agreement] when it shall terminate automatically without notice.

2.2 The Supplier shall provide the Services to the Customer in accordance with this
agreement [from [DATE]].

3. [TUPE

The provisions of Schedule 4 relating to TUPE shall apply when this agreement
commences.]

4. SUPPLIER'S RESPONSIBILITIES

4.1 The Supplier shall use reasonable endeavours to [manage and complete OR provide]
the Services [, and deliver the Deliverables to the Customer,] in accordance with this
agreement in all material respects.

4.2 The Supplier shall use reasonable endeavours to meet [any performance dates OR the
Milestones] specified in Schedule 1 but any such dates shall be estimates only and
time for performance by the Supplier shall not be of the essence of this agreement.

4.3 The Supplier shall appoint a manager for the Services[, such person as identified in
Schedule 1]. That person shall have authority to contractually bind the Supplier on all
matters relating to the Services (including by signing Change Orders). The Supplier
[shall use all reasonable endeavours to ensure that the same person acts as the
Supplier's manager throughout the term of this agreement, but] may replace that
person from time to time where reasonably necessary in the interests of the Supplier's
business.

4.4 [The Supplier shall use reasonable endeavours to observe all health and safety and
security requirements that apply at [any of] the Customer's premises and that have
been communicated to it under clause 5.1(e) [and which are set out in Schedule 3],
provided that it shall not be liable under this agreement if, as a result of such
observation, it is in breach of any of its obligations under this agreement.]

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5. CUSTOMER'S OBLIGATIONS

5.1 The Customer shall:

(a) co-operate with the Supplier in all matters relating to the Services;
(b) appoint a manager for the Services, such person as identified in Schedule 1.
That person shall have the authority to contractually to bind the Customer
on matters relating to the Services (including by signing Change Orders);
(c) provide, for the Supplier, its agents, subcontractors, consultants and
employees, in a timely manner and at no charge, access to the Customer's
premises, office accommodation, data and other facilities as [reasonably]
required by the Supplier including any such access as is specified in
Schedule 1;
(d) provide to the Supplier in a timely manner all documents, information,
items and materials in any form (whether owned by the Customer or third
party) required under Schedule 1 or otherwise reasonably required by the
Supplier in connection with the Services and ensure that they are accurate
and complete [in all material respects];
(e) inform the Supplier of all health and safety and security requirements that
apply at [any of] the Customer's premises, such requirements are as set out
in Schedule 3. [If the Customer wishes to make a change to those
requirements which will materially affect provision of the Services, it can
only do so via the change control procedure set out in clause 7];
(f) [ensure that all the Customer's Equipment is in good working order and
suitable for the purposes for which it is used [in relation to the Services] and
conforms to [all relevant United Kingdom standards or requirements OR
[SPECIFY STANDARDS WITH WHICH THE CUSTOMER'S
EQUIPMENT IS REQUIRED TO COMPLY]];]
(g) obtain and maintain all necessary licences and consents and comply with all
relevant legislation as required to enable the Supplier to provide the
Services, including in relation to the installation of the Supplier's
Equipment, the use of all Customer Materials and the use of the Customer's
Equipment [insofar as such licences, consents and legislation relate to the
Customer's business, premises, staff and equipment], in all cases before the
date on which the Services are to start;
(h) keep, maintain [and insure] the Supplier's Equipment [in good condition OR
in accordance with the Supplier's instructions from time to time] and shall
not dispose of or use the Supplier's Equipment other than in accordance
with the Supplier's written instructions or authorisation;
(i) [ANY OTHER RELEVANT OBLIGATIONS].

5.2 If the Supplier's performance of its obligations under this agreement is prevented or
delayed by any act or omission of the Customer, its agents, subcontractors,

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 consultants or employees, then, without prejudice to any other right or remedy it may
have, the Supplier shall be allowed an extension of time to perform its obligations
equal to the delay caused by the Customer.

6. NON-SOLICITATION

6.1 The Customer shall not, without the prior written consent of the Supplier, at any time
from the date of this agreement to the expiry of [NUMBER] months after the
termination [or expiry] of this agreement, solicit or entice away from the Supplier or
employ or attempt to employ any person who is, or has been, engaged as an
employee[, consultant or subcontractor] of the Supplier in the provision of the
Services.

6.2 Any consent given by the Supplier in accordance with clause 6.1 shall be subject to
the Customer paying to the Supplier a sum equivalent to [20%] of the then current
annual remuneration of the Supplier's employee[, consultant or subcontractor] or, if
higher, [20%] of the annual remuneration to be paid by the Customer to that
employee[, consultant or subcontractor].

7. CHANGE CONTROL

7.1 Either party may propose changes to the scope or execution of the Services but no
proposed changes shall come into effect until a Change Order has been signed by
both parties. A Change Order shall be a document setting out the proposed changes
and the effect that those changes will have on:
(a) the Services;
(b) the Supplier's existing charges;
(c) the timetable of the Services; and
(d) any of the terms of this agreement.

7.2 If the Supplier wishes to make a change to the Services it shall provide a draft
Change Order to the Customer.

7.3 If the Customer wishes to make a change to the Services:

(a) it shall notify the Supplier and provide as much detail as the Supplier
reasonably requires of the proposed changes, including the timing of the
proposed changes; and
(b) the Supplier shall, as soon as reasonably practicable after receiving the
information at clause 7.3(a), provide a draft Change Order to the Customer.

7.4 If the parties:

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 (a) agree to a Change Order, they shall sign it and that Change Order shall
amend this agreement; or
(b) are unable to agree a Change Order, either party may require the
disagreement to be dealt with in accordance with the dispute resolution
procedure in clause 28.

7.5 The Supplier may charge for the time it spends on preparing and negotiating Change
Orders which implement changes proposed by the Customer pursuant to clause 7.3 on
a time and materials basis at the Supplier's daily rates specified in Schedule 2.

8. CHARGES AND PAYMENT

8.1 In consideration of the provision of the Services by the Supplier, the Customer shall
pay the Charges.

8.2 Where the Charges are calculated on a time and materials basis:
(a) the Supplier's standard daily fee rates for each individual person as set out in
Schedule 2 are calculated on the basis of an eight-hour day, worked during
Business Hours;
(b) the Supplier shall be entitled to charge an overtime rate of
[PERCENTAGE]% of the standard daily fee rate set out in Schedule 2 on a
pro-rata basis for any time worked by individuals whom it engages on the
Services outside Business Hours; and
(c) the Supplier shall ensure that every individual whom it engages on the
Services completes time sheets to record time spent on the Services, and the
Supplier shall indicate the time spent per individual in its invoices.

8.3 The Charges exclude the following which shall be payable by the Customer monthly
in arrears, following submission of an appropriate invoice:
(a) the cost of hotel, subsistence, travelling and any other ancillary expenses
reasonably incurred by the individuals whom the Supplier engages in
connection with the Services; and
(b) the cost to the Supplier of any materials or services procured by the Supplier
from third parties for the provision of the Services as such items and their
cost are [set out in Schedule 2 OR approved by the Customer in advance
from time to time].

8.4 The Supplier may increase the Charges on an annual basis with effect from each
anniversary of the date of this agreement in line with the percentage increase in the
[Retail Prices Index OR Average Earnings Index] in the preceding 12-month period,
and the first such increase shall take effect on the first anniversary of the date of this

7
 agreement and shall be [based on] the latest available figure for the percentage
increase in the [Retail Prices Index OR Average Earnings Index].

8.5 The Supplier shall invoice the Customer for the Charges at the intervals specified[, or
on the achievement of the Milestones indicated,] in Schedule 2. If no intervals are so
specified the Supplier shall invoice the Customer at the end of each month for
Services performed during that month.

8.6 The Customer shall pay each invoice submitted to it by the Supplier within [30] days
of receipt to a bank account nominated in writing by the Supplier from time to time.

8.7 Without prejudice to any other right or remedy that it may have, if the Customer fails
to pay the Supplier any sum due under this agreement on the due date:
(a) the Customer shall pay interest on the overdue amount at the rate of [4]%
per annum above [FULL NAME OF BANK]'s base rate from time to time.
Such interest shall accrue on a daily basis from the due date until actual
payment of the overdue amount, whether before or after judgment. The
Customer shall pay the interest together with the overdue amount; and
(b) the Supplier may suspend all or part of the Services until payment has been
made in full.

8.8 All sums payable to the Supplier under this agreement:

(a) are exclusive of VAT, and the Customer shall in addition pay an amount
equal to any VAT chargeable on those sums on delivery of a VAT invoice;
and
(b) shall be paid in full without any set-off, counterclaim, deduction or
withholding (other than any deduction or withholding of tax as required by
law).

9. INTELLECTUAL PROPERTY RIGHTS

9.1 In relation to the Deliverables:

(a) the Supplier and its licensors shall retain ownership of all IPRs in the
Deliverables, excluding the Customer Materials;
(b) the Supplier grants the Customer, or shall procure the direct grant to the
Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free
[perpetual and irrevocable licence OR licence during the term of this
agreement] to copy and modify the Deliverables (excluding the Customer
Materials) for the purpose of receiving and using the Services and the
Deliverables [in its business]; and

8
 (c) the Customer [shall not sub-license, assign or otherwise transfer the rights
granted in clause 9.1(b) OR may sub-licence the rights granted in clause
9.1(b):
(i) to its [Affiliates and] customers; and
(ii) [,subject to their entering into appropriate confidentiality
undertakings,] to third parties for the purpose of the Customer's
receipt of services similar to the Services.]

9.2 In relation to the Customer Materials, the Customer:

(a) and its licensors shall retain ownership of all IPRs in the Customer
Materials; and
(b) grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-
transferable licence to copy and modify the Customer Materials for the term
of this agreement for the purpose of providing the Services to the Customer.

9.3 The Supplier:

(a) warrants that the receipt, use [and onward supply] of the Services and the
Deliverables by the Customer [and its permitted sub-licensees] shall not
infringe [the rights, including any Intellectual Property Rights, of any third
party OR any rights of third parties to the extent that infringement results
from copying];
(b) shall, subject to clause 13.3, keep the Customer indemnified in full against
all costs, expenses, damages and losses, including any interest, fines, legal
and other professional fees and expenses awarded against or incurred or
paid by the Customer as a result of or in connection with any claim brought
against the Customer for actual or alleged infringement of a third party's
Intellectual Property Rights[, to the extent that the infringement or alleged
infringement results from copying,] arising out of, or in connection with, the
receipt, use or supply of the Services and the Deliverables; and
(c) shall not be in breach of the warranty at clause 9.3(a), and the Customer
shall have no claim under the indemnity at clause 9.3(b), to the extent the
infringement arises from:
(i) the use of the Customer Materials in the development of, or the
inclusion of the Customer Materials in any Deliverable;
(ii) any modification of the Deliverables or Services, other than by or
on behalf of the Supplier; and
(iii) compliance with the Customer's specifications or instructions[,
where infringement could not have been avoided while complying
with such specifications or instructions and provided that the
Supplier shall notify the Customer if it knows or suspects that

9
 compliance with such specification or instruction may result in
infringement].

9.4 The Customer:

(a) warrants that the receipt and use of the Customer Materials in the
performance of this agreement by the Supplier, its agents, subcontractors or
consultants shall not infringe [the rights, including any Intellectual Property
Rights, of any third party OR any rights of third parties to the extent that
infringement results from copying]; and
(b) shall keep the Supplier indemnified in full against all costs, expenses,
damages and losses, including any interest, fines, legal and other
professional fees and expenses awarded against or incurred or paid by the
Supplier as a result of or in connection with any claim brought against the
Supplier, its agents, subcontractors or consultants for actual or alleged
infringement of a third party's Intellectual Property Rights[, to the extent
that the infringement or alleged infringement results from copying,] arising
out of, or in connection with, the receipt or use in the performance of this
agreement of the Customer Materials.

9.5 If either party (the Indemnifying Party) is required to indemnify the other party (the
Indemnified Party) under this clause 9, the Indemnified Party shall:
(a) notify the Indemnifying Party in writing of any claim against it in respect of
which it wishes to rely on the indemnity at clause 9.3(b) or clause 9.4(b) (as
applicable), (IPRs Claim);
(b) allow the Indemnifying Party, at its own cost, to conduct all negotiations
and proceedings and to settle the IPRs Claim, always provided that the
Indemnifying Party shall obtain the Indemnified Party's prior approval of
any settlement terms, such approval not to be unreasonably withheld;
(c) provide the Indemnifying Party with such reasonable assistance regarding
the IPRs Claim as is required by the Indemnifying Party, subject to
reimbursement by the Supplier of the Indemnified Party's costs so incurred;
and
(d) not, without prior consultation with the Indemnifying Party, make any
admission relating to the IPRs Claim or attempt to settle it, provided that the
Indemnifying Party considers and defends any IPRs Claim diligently, using
competent counsel and in such a way as not to bring the reputation of the
Indemnified Party into disrepute.

10. [COMPLIANCE WITH LAWS AND POLICIES

10.1 In performing its obligations under this agreement, the Supplier shall comply with:
(a) the Applicable Laws; and

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 (b) the Mandatory Policies, provided that the Customer shall give the Supplier
not less than [NUMBER] months' notice of any change to such policies.

10.2 Changes to the Services required as a result of changes to the Applicable Laws or the
Mandatory Policies shall be agreed via the change control procedure set out in clause
7.]

11. [DATA PROTECTION AND DATA PROCESSING

11.1 The Customer and the Supplier acknowledge that for the purposes of the Data
Protection Act 1998, the Customer is the Data Controller and the Supplier is the data
processor in respect of any Personal Data.

11.2 The Supplier shall process the Personal Data only in accordance with the Customer's
instructions from time to time and shall not process the Personal Data for any
purposes other than those expressly authorised by the Customer.

11.3 The Supplier shall take reasonable steps to ensure the reliability of all its employees
who have access to the Personal Data.

11.4 The Supplier warrants that, having regard to the state of technological development
and the cost of implementing any measures, it will:
(a) take appropriate technical and organisational measures against the
unauthorised or unlawful processing of Personal Data and against the
accidental loss or destruction of, or damage to, Personal Data to ensure a
level of security appropriate to:
(i) the harm that might result from such unauthorised or unlawful
processing or accidental loss, destruction or damage; and
(ii) the nature of the data to be protected [including the security
measures set out in the [SCHEDULE]].
(b) take reasonable steps to ensure compliance with those measures.

11.5 Each party agrees to indemnify and keep indemnified and defend at its own expense
the other party against all costs, claims, damages or expenses incurred by the other
party or for which the other party may become liable due to any failure by the first
party or its employees or agents to comply with any of its obligations under this
clause 11.

11.6 The Customer acknowledges that the Supplier is reliant on the Customer for direction
as to the extent to which the Supplier is entitled to use and process the Personal Data.
Consequently, the Supplier will not be liable for any claim brought by a Data Subject

11
 arising from any action or omission by the Supplier, to the extent that such action or
omission resulted directly from the Customer's instructions.

11.7 The Supplier may authorise a third party (subcontractor) to process the Personal
Data provided that the subcontractors' contract:
(a) is on terms which are substantially the same as those set out in this
agreement; and
(b) terminates automatically on termination of this agreement for any reason.]

12. CONFIDENTIALITY

12.1 Each party undertakes that it shall not [at any time OR at any time during this
agreement, and for a period of [five] years after termination of this agreement,]
disclose to any person any confidential information concerning the business, affairs,
customers, clients or suppliers of the other party [or of any member of the group of
companies to which the other party belongs], except as permitted by clause 12.2.

12.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know
such information for the purposes of exercising the party's rights or carrying
out its obligations under or in connection with this agreement. Each party
shall ensure that its employees, officers, representatives or advisers to whom
it discloses the other party's confidential information comply with this
clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.

12.3 No party shall use any other party's confidential information for any purpose other
than to exercise its rights and perform its obligations under or in connection with this
agreement.

13. LIMITATION OF LIABILITY

13.1 Nothing in this agreement shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and
Services Act 1982 (title and quiet possession) or any other liability which
cannot be limited or excluded by applicable law.

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13.2 Subject to clause 13.1, the Supplier shall not be liable to the Customer, whether in
contract, tort (including negligence), for breach of statutory duty, or otherwise,
arising under or in connection with this agreement for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of or damage to goodwill;
(f) loss of use or corruption of software, data or information; and
(g) any indirect or consequential loss.

13.3 Subject to clause 13.1, the Supplier's total liability to the Customer, whether in
contract, tort (including negligence), for breach of statutory duty, or otherwise,
arising under or in connection with this agreement shall be limited to the greater of
£[INSERT MINIMUM FIGURE] and [NUMBER]% of the average annual Charges
(calculated by reference to the charges in successive 12 month periods from the date
of this agreement) paid by the Customer under this agreement.

13.4 The terms implied by sections 3, [4] and 5 of the Supply of Goods and Services Act
1982 are, to the fullest extent permitted by law, excluded from this agreement.

14. TERMINATION

14.1 Without affecting any other right or remedy available to it, either party may terminate
this agreement with immediate effect by giving [written] notice to the other party if:
(a) the other party commits a material breach of any [other] term of this
agreement which breach is irremediable or (if such breach is remediable)
fails to remedy that breach within a period of [NUMBER] days after being
notified [in writing] to do so;
(b) [the other party repeatedly breaches any of the terms of this agreement in
such a manner as to reasonably justify the opinion that its conduct is
inconsistent with it having the intention or ability to give effect to the terms
of this agreement;]
(c) the other party suspends, or threatens to suspend, payment of its debts or is
unable to pay its debts as they fall due or admits inability to pay its debts or
(being a company or limited liability partnership) is deemed unable to pay
its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) the other party commences negotiations with all or any class of its creditors
with a view to rescheduling any of its debts, or makes a proposal for or
enters into any compromise or arrangement with any of its creditors [other
than (being a company) for the sole purpose of a scheme for a solvent

13
 amalgamation of that other party with one or more other companies or the
solvent reconstruction of that other party];
(e) a petition is filed, a notice is given, a resolution is passed, or an order is
made, for or in connection with the winding up of that other party (being a
company) [other than for the sole purpose of a scheme for a solvent
amalgamation of that other party with one or more other companies or the
solvent reconstruction of that other party];
(f) an application is made to court, or an order is made, for the appointment of
an administrator, or if a notice of intention to appoint an administrator is
given or if an administrator is appointed, over the other party (being a
company);
(g) the holder of a qualifying floating charge over the assets of that other party
(being a company) has become entitled to appoint or has appointed an
administrative receiver;
(h) a person becomes entitled to appoint a receiver over all or any of the assets
of the other party or a receiver is appointed over all or any of the assets of
the other party;
(i) a creditor or encumbrancer of the other party attaches or takes possession
of, or a distress, execution, sequestration or other such process is levied or
enforced on or sued against, the whole or any part of the other party's assets
and such attachment or process is not discharged within [14] days;
(j) any event occurs, or proceeding is taken, with respect to the other party in
any jurisdiction to which it is subject that has an effect equivalent or similar
to any of the events mentioned in clause 14.1(c) to clause 14.1(i)
(inclusive); or
(k) the other party suspends or ceases, or threatens to suspend or cease, carrying
on all or a substantial part of its business.

14.2 [For the purposes of clause 14.1(a) material breach means a breach (including an
anticipatory breach) that is serious in the widest sense of having a serious effect on
the benefit which the terminating party would otherwise derive from:
(a) a substantial portion of this agreement; or
(b) any of the obligations set out in clauses [NUMBERS],

over [the term of this agreement OR any [NUMBER]-month period during the term
of this agreement]. In deciding whether any breach is material no regard shall be had
to whether it occurs by some accident, mishap, mistake or misunderstanding.]

14.3 Without affecting any other right or remedy available to it, the Supplier may
terminate this agreement with immediate effect by giving written notice to the
Customer if:

14
 (a) the Customer fails to pay any amount due under this agreement on the due
date for payment and remains in default not less than [NUMBER] days after
being notified [in writing] to make such payment; or
(b) there is a change of control of the Customer.

15. CONSEQUENCES OF TERMINATION

15.1 On termination or expiry of this agreement:

(a) the Customer shall immediately pay to the Supplier all of the Supplier's
outstanding unpaid invoices and interest and, in respect of the Services
supplied but for which no invoice has been submitted, the Supplier may
submit an invoice, which shall be payable immediately on receipt;
(b) the Customer shall, [within a reasonable time,] return all of the Supplier's
Equipment. If the Customer fails to do so, then the Supplier may enter the
Customer's premises and take possession of the Supplier's Equipment. Until
they have been returned or repossessed, the Customer shall be solely
responsible for their safe keeping;
(c) the Supplier shall on request return any of the Customer Materials not used
up in the provision of the Services; and
(d) the following clauses shall continue in force: clause 1 (Interpretation),
clause 6 (Non-solicitation), clause 9 (Intellectual property rights), clause 12
(Confidentiality), clause 13 (Limitation of liability), clause 15
(Consequences of termination), clause 19 (Waiver), clause 21 (Severance),
clause 23 (Conflict), clause 28 (Multi-tiered dispute resolution procedure),
clause 29 (Governing law) and clause 30 (Jurisdiction).

15.2 Termination or expiry of this agreement shall not affect any rights, remedies,
obligations or liabilities of the parties that have accrued up to the date of termination
or expiry, including the right to claim damages in respect of any breach of the
agreement which existed at or before the date of termination or expiry.

16. FORCE MAJEURE

16.1 Force Majeure Event means any circumstance not within a party's reasonable
control including, without limitation:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or
preparation for war, armed conflict, imposition of sanctions, embargo, or
breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;

15
 (e) any law or any action taken by a government or public authority, including
without limitation imposing an export or import restriction, quota or
prohibition[, or failing to grant a necessary licence or consent];
(f) collapse of buildings, fire, explosion or accident; [and]
(g) [any labour or trade dispute, strikes, industrial action or lockouts [(other
than in each case by the party seeking to rely on this clause, or companies in
the same group as that party)];]
(h) [non-performance by suppliers or subcontractors [(other than by companies
in the same group as the party seeking to rely on this clause)]; and]
(i) interruption or failure of utility service.

16.2 Provided it has complied with clause 16.4, if a party is prevented, hindered or delayed
in or from performing any of its obligations under this agreement by a Force Majeure
Event (Affected Party), the Affected Party shall not be in breach of this agreement or
otherwise liable for any such failure or delay in the performance of such obligations.
The time for performance of such obligations shall be extended accordingly.

16.3 [The corresponding obligations of the other party will be suspended, and its time for
performance of such obligations extended, to the same extent as those of the Affected
Party.]

16.4 The Affected Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event
[but no later than [NUMBER] days from its start], notify the other party [in
writing] of the Force Majeure Event, the date on which it started, its likely
or potential duration, and the effect of the Force Majeure Event on its ability
to perform any of its obligations under the agreement; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure
Event on the performance of its obligations.

16.5 If the Force Majeure Event prevents, hinders or delays the Affected Party's
performance of its obligations for a continuous period of more than [NUMBER]
[weeks], the party not affected by the Force Majeure Event may terminate this
agreement by giving [NUMBER] [weeks'] written notice to the Affected Party.

16.6 If the Force Majeure Event prevails for a continuous period of more than [NUMBER]
months, either party may terminate this agreement by giving [NUMBER] days'
written notice to the other party. On the expiry of this notice period, this agreement
will terminate. Such termination shall be without prejudice to the rights of the parties
in respect of any breach of this agreement occurring prior to such termination.

16
17. ASSIGNMENT AND OTHER DEALINGS

17.1 This agreement is personal to the Customer and the Customer shall not assign,
transfer, mortgage, charge, subcontract, declare a trust over or deal in any other
manner with any of its rights and obligations under this agreement.

17.2 The Supplier may at any time assign, mortgage, charge, declare a trust over or deal in
any other manner with any or all of its rights under this agreement[, provided that the
Supplier gives prior written notice of such dealing to the Customer].

18. VARIATION

Subject to clause 7, no variation of this agreement shall be effective unless it is in

writing and signed by the parties (or their authorised representatives).

19. WAIVER

19.1 A waiver of any right or remedy under this agreement or by law is only effective if
given in writing and shall not be deemed a waiver of any subsequent breach or
default.

19.2 A failure or delay by a party to exercise any right or remedy provided under this
agreement or by law shall not constitute a waiver of that or any other right or remedy,
nor shall it prevent or restrict any further exercise of that or any other right or remedy.
No single or partial exercise of any right or remedy provided under this agreement or
by law shall prevent or restrict the further exercise of that or any other right or
remedy.

19.3 [A party that waives a right or remedy provided under this agreement or by law in
relation to one party, or takes or fails to take any action against that party, does not
affect its rights in relation to any other party.]

20. RIGHTS AND REMEDIES

The rights and remedies provided under this agreement are in addition to, and not
exclusive of, any rights or remedies provided by law.

21. SEVERANCE

21.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or

unenforceable, it shall be deemed modified to the minimum extent necessary to make
it valid, legal and enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted. Any modification to or deletion

17
 of a provision or part-provision under this clause shall not affect the validity and
enforceability of the rest of this agreement.

21.2 If [one party gives notice to the other of the possibility that] any provision or part-
provision of this agreement is invalid, illegal or unenforceable, the parties shall
negotiate in good faith to amend such provision so that, as amended, it is legal, valid
and enforceable, and, to the greatest extent possible, achieves the intended
commercial result of the original provision.

22. ENTIRE AGREEMENT

22.1 This agreement constitutes the entire agreement between the parties and supersedes
and extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral, relating to
its subject matter.

22.2 Each party agrees that it shall have no remedies in respect of any statement,
representation, assurance or warranty (whether made innocently or negligently) that is
not set out in this agreement. Each party agrees that it shall have no claim for
innocent or negligent misrepresentation [or negligent misstatement] based on any
statement in this agreement.

23. CONFLICT
If there is an inconsistency between any of the provisions of this agreement and the
provisions of the Schedules, the provisions of this agreement shall prevail.

24. NO PARTNERSHIP OR AGENCY

24.1 Nothing in this agreement is intended to, or shall be deemed to, establish any
partnership or joint venture between any of the parties, constitute any party the agent
of another party, or authorise any party to make or enter into any commitments for or
on behalf of any other party.

24.2 Each party confirms it is acting on its own behalf and not for the benefit of any other
person.

25. THIRD PARTY RIGHTS

No one other than a party to this agreement[, their successors and permitted
assignees,] shall have any right to enforce any of its terms.

18
26. NOTICES

26.1 Any notice [or other communication] given to a party under or in connection with this
agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next Business Day
delivery service at its registered office (if a company) or its principal place
of business (in any other case); or
(b) [sent by fax to its main fax number OR sent by email to the address
specified in [SPECIFY RELEVANT DOCUMENT OR PLACE]].

26.2 Any notice [or communication] shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt [or at the time the
notice is left at the proper address];
(b) if sent by pre-paid first-class post or other next Business Day delivery
service, at [9.00 am] on the [second] Business Day after posting [or at the
time recorded by the delivery service].
(c) if sent by [fax OR email], at [9.00 am] on the next Business Day after
transmission.

26.3 This clause does not apply to the service of any proceedings or any documents in any
legal action or, where applicable, any arbitration or other method of dispute
resolution.

27. COUNTERPARTS

27.1 This agreement may be executed in any number of counterparts, each of which when
executed [and delivered] shall constitute a duplicate original, but all the counterparts
shall together constitute the one agreement.

27.2 [Transmission of [an executed counterpart of this agreement (but for the avoidance of
doubt not just a signature page) OR the executed signature page of a counterpart of
this agreement] by (a) fax or (b) email (in PDF, JPEG or other agreed format) shall
take effect as delivery of an executed counterpart of this agreement. If either method
of delivery is adopted, without prejudice to the validity of the agreement thus made,
each party shall provide the other with the original of such counterpart as soon as
reasonably possible thereafter.]

27.3 [No counterpart shall be effective until each party has executed [and delivered] at
least one counterpart.]

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28. MULTI-TIERED DISPUTE RESOLUTION PROCEDURE

28.1 If a dispute arises out of or in connection with this agreement or the performance,
validity or enforceability of it (Dispute) then [except as expressly provided in this
agreement,] the parties shall follow the procedure set out in this clause:
(a) either party shall give to the other written notice of the Dispute, setting out
its nature and full particulars (Dispute Notice), together with relevant
supporting documents. On service of the Dispute Notice, the [EMPLOYEE
TITLE] of the Customer and [EMPLOYEE TITLE] of the Supplier shall
attempt in good faith to resolve the Dispute;
(b) if the [EMPLOYEE TITLE] of the Customer and [EMPLOYEE TITLE] of
the Supplier are for any reason unable to resolve the Dispute within [30]
days of service of the Dispute Notice, the Dispute shall be referred to the
[SENIOR OFFICER TITLE] of the Customer and [SENIOR OFFICER
TITLE] of the Supplier who shall attempt in good faith to resolve it; and
(c) if the [SENIOR OFFICER TITLE] of the Customer and [SENIOR
OFFICER TITLE] of the Supplier are for any reason unable to resolve the
Dispute within [30] days of it being referred to them, the parties will attempt
to settle it by mediation in accordance with the CEDR Model Mediation
Procedure. Unless otherwise agreed between the parties, the mediator shall
be nominated by CEDR. To initiate the mediation, a party must serve notice
in writing (ADR notice) to the other party to the Dispute, requesting a
mediation. A copy of the ADR notice should be sent to CEDR. The
mediation will start not later than [NUMBER] days after the date of the
ADR notice.

28.2 [The commencement of mediation shall not prevent the parties commencing or
continuing court proceedings in relation to the Dispute under clause 30 which clause
shall apply at all times.

OR

No party may commence any court proceedings under clause 30 in relation to the
whole or part of the Dispute until [NUMBER] days after service of the ADR notice,
provided that the right to issue proceedings is not prejudiced by a delay.]

28.3 If the Dispute is not resolved within [NUMBER] days after service of the ADR
notice, or either party fails to participate or to continue to participate in the mediation
before the expiration of the said period of [NUMBER] days, or the mediation
terminates before the expiration of the said period of [NUMBER] days, the Dispute
shall be finally resolved by the courts of England and Wales in accordance with
clause 30.

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29. GOVERNING LAW

This agreement and any dispute or claim (including non-contractual disputes or

claims) arising out of or in connection with it or its subject matter or formation shall
be governed by and construed in accordance with the law of England and Wales.

30. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have
[exclusive OR non-exclusive] jurisdiction to settle any dispute or claim (including
non-contractual disputes or claims) arising out of or in connection with this
agreement or its subject matter or formation.

This agreement has been entered into on the date stated at the beginning of it.

21
 Schedule 1 Services Details

1. Services [LIST SERVICES PROVIDED UNDER THIS AGREEMENT]

2. [Service Levels:]
3. Customer Materials: [SPECIFY]
4. Customer's Equipment: [SPECIFY]
5. Customer resources to be made available: [SPECIFY]
6. Supplier's Equipment: [SPECIFY]
7. Milestones: [SPECIFY]
8. Timetable: [SET OUT TIMETABLE]
9. Deliverables: [SPECIFY]
10. [Acceptance criteria: [SPECIFY]]
11. Customer's manager: [NAME AND TITLE]
12. Supplier's manager: [NAME AND TITLE]

22
 Schedule 2 Charges, costs and payment

Charges
[DETAILS OF CHARGES].
 Fixed price:

 The total charges for the Services are: £[AMOUNT].

 The fixed price is calculated as follows: [INCLUDE CALCULATION METHOD, IF

APPROPRIATE].

 Time and materials:

 The daily rate for the Supplier: [DAILY RATES FOR THE SUPPLIER].

 The weekend/overtime rate for the Supplier: [WEEKEND/OVERTIME RATE].

Payment terms
[PAYMENT TERMS].
Costs: third party materials and services charged in addition
The following materials and services procured from third parties shall be invoiced to the
Customer in addition to the Charges: [INSERT DETAILS].

23
 Schedule 3 [Mandatory Policies ]

[LIST [AND ATTACH] THE MANDATORY POLICIES HERE]

The Mandatory Policies are:
 [Modern Slavery and Human Trafficking Policy]

 [Corporate and Social Responsibility Policy]

 [Data and Privacy Policy]

 [Ethics and Anti-Bribery Policy]

 [Expenses Policy]

 [Health and Safety Policy]

 [Security Policy]

24
 Schedule 4 TUPE on entry

1. TUPE ON ENTRY

1.1 In this Schedule 4 the following definitions apply:

Data Protection Legislation: the Data Protection Act 1998, the 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 (SI 2426/2003) and all applicable laws and regulations relating to
the processing of personal data and privacy, including where applicable the guidance
and codes of practice issued by the Information Commissioner.
Effective Date: the date of this agreement.
Employees: those employees whose contract of employment transfer to the Supplier
from the Customer as at the Effective Date, being those employees who are listed in
paragraph 2 of this Schedule 4.
Employee Liability Information: in respect of each of the Employees:
(a) the identity and age of the Employee;
(b) those particulars of employment that an employer is obliged to give the
Employee under section 1 of the Employment Rights Act 1996;
(c) information about any disciplinary action taken against the Employee and
any grievances raised by the Employee, where a Code of Practice issued
under Part IV of the Trade Union and Labour Relations (Consolidation) Act
1992 relating exclusively or primarily to the resolution of disputes or any
other applicable code or statutory procedure applied, within the previous
two years;
(d) information about any court or tribunal case, claim or action either brought
by the Employee against the Customer within the previous two years or
where the Customer has reasonable grounds to believe that such action may
be brought against the Supplier arising out of the Employee's employment
with the Customer; and
(e) information about any collective agreement which will have effect after the
[Effective Date] in relation to the Employee pursuant to regulation 5(a) of
the Employment Regulations.
Employment Regulations: the Transfer of Undertakings (Protection of
Employment) Regulations 2006 (SI 2006/246).

25
1.2 The Customer and the Supplier believe that, pursuant to the Employment
Regulations, at the Effective Date, the Supplier will become the employer of the
Employees.

1.3 The Customer represents, warrants and undertakes to the Supplier that:
(a) no persons are employed or engaged in the provision of the Services other
than the Employees;
(b) none of the Employees has given or received notice terminating their
employment or will be entitled to give notice as a result of the provisions of
this agreement;
(c) full particulars of the terms of employment of all the Employees (including
all remuneration, incentives, bonuses, expenses and other payments and
benefits whatsoever payable other than the pension benefits of any
Employees disclosed in accordance with [DETAIL]) are set out in
paragraph 2 of this Schedule 4;
(d) there is not in existence any contract of employment with directors or
employees of the Customer (or any contract for services with any
individual) relating to the Services which cannot be terminated by three
months' notice or less without giving rise to the making of a payment in lieu
of notice or a claim for damages or compensation (other than a statutory
redundancy payment or statutory compensation for unfair dismissal);
(e) in relation to each of the Employees (and so far as relevant to each of its
former employees who were employed or engaged in the provision of the
Services) the Customer has:
(i) complied with all obligations imposed on it by Articles of the Treaty
on the Functioning of the European Union, European Commission
Regulations and Directives and all statutes, regulations and codes of
conduct relevant to the relations between it and its employees or it
and any recognised trade union or appropriate representatives;
(ii) maintained adequate and suitable records regarding the service of
each of its employees;
(iii) calculated and paid all holiday pay for periods of holiday taken
under regulation 13 of the Working Time Regulations 1998 (SI
1998/1833) in accordance with the Directive 2003/88/EC of the
European Parliament and of the Council of 4 November 2003
concerning certain aspects of the organisation of working time;
(iv) complied with all collective agreements and customs and practices
for the time being dealing with such relations or the conditions of
service of its employees; and
(v) complied with all relevant orders and awards made under any
statute affecting their conditions of service;

26
(f) the Customer has not been involved in any industrial or trade disputes in the
last [three] years and to the best of the Customer's knowledge, information
and belief there are no circumstances which may result in any industrial
dispute involving any of the Employees and none of the provisions of this
agreement including the identity of the Supplier is likely to lead to any
industrial dispute;
(g) there is not outstanding any agreement or arrangement to which the
Customer is party in relation to the Employees for profit sharing or for
payment to any of the Employees of bonuses or for incentive payments or
other similar matters;
(h) the Customer has not entered into any recognition agreement with a trade
union in relation to the Employees nor has it done any act which may be
construed as recognition;
(i) the Customer has complied with all recommendations made by the Advisory
Conciliation and Arbitration Service in relation to the Employees and with
all awards and declarations made by the Central Arbitration Committee in
relation to the Employees;
(j) [there is no agreement, arrangement, scheme or obligation (whether legal or
moral) for the payment of any pensions, allowances, lump sums or other
like benefits on redundancy, on retirement or on death or during periods of
sickness or disablement for the benefit of any of the Employees or former
employees employed or engaged in the provision of the Services or for the
benefit of dependants of such persons;]
(k) no amounts due to or in respect of any of the Employees (including PAYE
and National Insurance [and pension contributions]) are in arrears or unpaid;
(l) no monies or benefits other than in respect of contractual emoluments are
payable to any of the Employees and there is not at present a claim,
occurrence or state or affairs which may hereafter give rise to a claim
against the Customer arising out of the employment or termination of
employment of any of the Employees for compensation for loss of office or
employment or otherwise and whether under contract or any statute or
regulations or otherwise;
(m) the Customer has provided the Employee Liability Information to the
Supplier regarding each of the Employees either in writing or by making it
available to the Supplier in a readily accessible form;
(n) the Employee Liability Information contains information as at a specified
date not more than 14 days before the date on which the information was
provided to the Supplier;
(o) the Customer has notified the Supplier in writing of any change in the
Employee Liability Information since the date on which it was provided;
and

27
 (p) the Employee Liability Information was provided not less than 28 days
before the Effective Date.
(q) [the Customer has agreed to, and co-operated with, pre-transfer consultation
by the transferee in accordance with Part IV of TULRCA, if required.]

1.4 The Customer shall indemnify the Supplier in full for and against all claims, costs,
expenses or liabilities whatsoever and howsoever arising incurred or suffered by the
Supplier including without limitation all legal expenses and other professional fees
(together with any VAT thereon) in relation to:
(a) the termination by the Customer of the employment of any of the
Employees;
(b) anything done or omitted to be done in respect of any of the Employees
which is deemed to have been done by the Supplier by virtue of the
Employment Regulations; and
(c) any claim made at any time by any employee of the Customer other than the
Employees who claim to have become an employee of or have rights against
the Supplier by virtue of the Employment Regulations (Claims);
provided that such costs, claims, expenses and liabilities are not payable as a
result of any act or omission of the Supplier.

1.5 The Supplier shall procure that its employees, agents and successors in title shall
promptly:
(a) take such action in connection with the Claims as the Customer shall from
time to time reasonably request;
(b) provide free of charge all such assistance and information as the Customer
may reasonably request relating to the Claims to enable the Claims to be
pursued;
(c) subject to any restriction imposed by law, provide the Customer, its legal
and other advisers with access to all documents, records or other
information held by the Supplier relating to the Claims;
(d) provide the Customer and/or its professional advisers and experts with
access from time to time to such members of staff as may be necessary to
assist the Customer with the preparation of its cases in relation to the
Claims;
(e) permit and require such employees as the Customer and/or its professional
advisers may reasonably request to meet with the Customer and/or its legal
advisers in normal working hours to prepare witness statements for trial,
attend meetings with Counsel or experts and/or to attend any court hearing
or trial in connection with the Claims for so long and as frequently as the
Customer and/or its legal or other professional advisers may reasonably
require;

28
 (f) provide such other assistance as the Customer may reasonably request in
order to ensure the due and timely prosecution of the Claims;
(g) resist in connection with the Claims any request for documents, information,
access to relevant premises or to employees of the business by any third
party without first informing the Customer and obtaining its agreement to
any approval of the request; and
(h) preserve and not waive legal professional privilege or any other privilege
attaching to any of the documents or other information relating to the
Claims in their possession without first obtaining the Customer's consent to
such waiver, such consent not to be unreasonably withheld.

1.6 All salaries and other emoluments including holiday pay, taxation and National
Insurance contributions and contributions to retirement benefit schemes relating to
the Employees shall be borne by the Customer up to and including the Effective Date
and by the Supplier with effect from the Effective Date.

1.7 The Supplier shall indemnify the Customer in full for and against all claims, costs
expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the
Customer including without limitation all legal expenses and other professional fees
(together with any VAT thereon) in relation to:
(a) any failure by the Supplier to comply with its obligations pursuant to the
Employment Regulations; and
(b) anything done or omitted to be done by the Supplier in respect of any of the
Employees whether before or after the Effective Date.

1.8 During the term of this agreement the Supplier shall provide to the Customer any
information the Customer may reasonably require relating to any individual
employed, assigned or engaged in providing the services under this agreement
(subject to the Data Protection Legislation).

2. LIST OF EMPLOYEES
Employee name Benefit

29
Signed by [NAME OF DIRECTOR] .......................................
for and on behalf of [NAME OF Director
SUPPLIER]
Signed by [NAME OF DIRECTOR] .......................................
for and on behalf of [NAME OF Director
CUSTOMER]

30